Latin Resources Limited
Annual Report 2018

Plain-text annual report

ABN 81 131 405 144 2018 ANNUAL REPORT For personal use onlyCONTENTS DIRECTORS: SHARE REGISTRY: Mr David Vilensky (Non-executive Chairman) Mr Christopher Gale (Managing Director) Mr Brent Jones (Non-executive Director) Computershare Investor Services Pty Limited Level 11 172 St George Terrace Perth, 6000, Western Australia SOLICITORS: Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street PERTH 6000, Western Australia COMPANY SECRETARY: STOCK EXCHANGE: Ms Sarah Smith REGISTERED OFFICE: Unit 3, 32 Harrogate Street West Leederville, 6007 Western Australia Telephone: +61 8 6117 4798 E-mail: info@latinresources.com.au PERU OFFICE: Calle Cura Bejar 190 Oficina 303, San Isidro / Lima – Perú ARGENTINA OFFICE: C Maipú 1210, Piso 8 (C1006ACT) CABA Buenos Aires, Argentina Australian Securities Exchange Limited (LRS) BANKERS: ANZ 77 St Georges Terrace Perth 6000, Western Australia NAB 100 St Georges Terrace Perth 6000, Western Australia AUDITORS: Stantons International Level 2 1 Walker Avenue WEST PERTH 6005, Western Australia 2 | P a g e For personal use only CONTENTS 1. 2. 3. 4. 5. 6. 7. 8. 9. Chairman’s review Review of operations Directors’ report Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Directors’ declaration 10. Auditors’ independence declaration 11. Independent auditor’s report 12. Additional information required by the ASX 13. Tenement schedule Page 4 6 20 33 34 35 36 37 63 64 65 69 71 3 | P a g e For personal use only CHAIRMAN’S REVIEW Dear Shareholders The past 12 months have been extremely busy and active for the Company. If one has regard to the review of the operations of the Company contained in this Annual Report, the obvious conclusion is that the level of activity and efforts made to advance the prospects of the Company are not reflected in the share price. There is a marked disparity between these two indicators. If I could put a finger on any particular issue that has slowed the Company’s progress and reduced its market capitalisation it undoubtedly has been the ongoing delays in obtaining drilling permits for our highly prospective hard rock lithium projects in the San Luis province in Argentina. Less than a year ago the Company was in advanced negotiations with a significant joint venture partner in relation to our San Luis projects. Like most joint venture agreements, they are dependent upon the issue of drill permits so that exploration can commence. Based on positive feedback at that time from all relevant stakeholders including the San Luis government, all parties were firmly of the view that the issue of the drill permits was weeks away. It is not in dispute that had drill permits been issued to the Company at that time as expected, the Company would have been in a vastly different position to what it is today. More to the point, the proposed joint venture would have been well on foot to the point where the anticipated JORC resource would already have been obtained. A confluence of factors beyond the control of the Company has continued to delay and frustrate the Board. The disappointment which our loyal shareholders have had to endure has been felt by the Board. Shareholders can be assured that no stone has been left unturned or will be left unturned in our endeavours to obtain the drill permits. While our patience is being tested to the limit, our resilience and determination to obtain the drill permits and reignite our lithium prospects in San Luis remain intact. I myself travelled to Argentina in February this year to investigate firsthand the situation on the ground in Argentina, in particular the province of San Luis. During this trip I met many people, including politicians and Ambassadors , all of whom are focused on assisting the Company in removing the obstacles that have to date held up the issue of permits for our lithium pegmatite projects in San Luis which has been a big focus of the Company. The Company has not however been one eyed in its outlook and is close to securing lithium projects in Minas Gerais ,Brazil which offers the company significant upside in one the world’s largest mining districts . Our separate collaborative exploration agreement with First Quantum on our Ilo Sur copper properties in southern Peru is as strong as ever while we negotiate what will hopefully be the final stages of an agreement with the Peruvian authorities on this exciting project. First Quantum have expended significant time and resources to date into an extensive assessment of the PTM03 property which has resulted in a target area recommended for follow up. Exciting drilling targets have already been identified by First Quantum justifying the earn-in agreement with First Quantum in what is hoped will be a significant new copper project. While this has also been a frustrating experience, once the red tape has been resolved, which we expect will be in the very near future the Company is hopeful that this joint venture will deliver the upside it has the potential to do and we look forward to the continuation of our relationship with First Quantum going forward. Importantly, First Quantum have remained steadfast throughout this process and are as enthusiastic as ever to get onto the property in southern Peru to commence the exploration program. 4 | P a g e For personal use only CHAIRMAN’S REVIEW While the current share price and market capitalisation of the Company is disappointing, it does not reflect the value the Company or the work and progress that has been made during the past twelve months. The Board remains confident that positive news flow in the near future in relation to its various activities will change its fortunes relatively quickly and bring some joy to our loyal and patient shareholders. Our management, staff and consultants in Australia, Argentina and Peru continue to work diligently often in challenging circumstances and I thank them for their ongoing contributions. I would like to thank our Managing Director Mr Chris Gale for his tireless efforts in the pursuit in the strategy and vision of the Company as well as his promotional and capital raising activities. This has including spending long periods of time in South America in his efforts to deliver a return to the shareholders of the Company. I also thank our loyal and valued shareholders, including our new shareholders, for your ongoing support of the Company over the past twelve months. While it has been a bumpy ride I assure shareholders that the ‘can do’ spirit of the Company is alive and well and all options are being considered at all times to reward shareholders and enhance shareholder value. I again ask our shareholders to remain patient so that the considerable progress we have made over the past twelve months can be converted into real success which will inevitably result in an improved share price and market capitalisation. DAVID VILENSKY Chairman 5 | P a g e For personal use only REVIEW OF OPERATIONS Company overview - 2018 During the year the company continued to grow its portfolio of Argentinian tenure which included the acquisition of the Las Cuevas pegmatite and the advancement of its concessions in Catamarca. At the date of this report the company has access to approximately 173,000 hectares of exploration concessions in the lithium pegmatite districts of Catamarca and San Luis, Argentina. Concessions in the Salta Province and La Rioja provinces were relinquished as the Company concentrated efforts on the Catamarca concessions and slowly progressed drilling approvals in the San Luis concessions, principally the Geminis mine. The company has continued to progress its relationship with the provincial government of San Luis advancing it towards the goal of approved drilling permits for its projects. On the 27th December 2018, a social and environmental agreement was signed with the communities of San Francisco and Rio Gomez in the province of San Luis which marked a major milestone for the company and the mineral exploration industry within San Luis. While not yet receiving the desired drilling approvals, progress is being made with the provincial government of San Luis and Mines Department. While the company experienced delays in San Luis it identified opportunities in Catamarca which remains a significant work area for the company, advancing its understanding of the geology of the region, and included the discovery of two major pegmatite swarms in the NW Alto and North Ancasti areas. The Company continues to progress the Joint Venture with First Quantum Minerals in the Pachamanca concessions in Peru. During the year First Quantum gained access approvals and executed field work and geophysical assessment of the area in preparation of completing initial drill plans on the area. Discussion continues with the Defence Department (as owner/holder of the Pachamanca area) in progressing a land lease agreement and clearing the way for drilling approvals. The Company also successfully concluded the sale of the Ilo Copper Project with Toronto listed Westminster Resources Ltd (WMR). On settlement the Company became a 41% shareholder of WMR. Subsequent to the transfer WMR negotiated and entered into a Farm-In Agreement with AusQuest Limited covering 5 of the Ilo copper licences. Due to the delays in gaining drilling approvals in the San Luis province, discussions with a number of potentially suitable JV partners were placed on hold. Interest in progressing a JV arrangement remains with the JV partners and will be recommenced as approvals are granted. This continues the Company’s long-term strategy of identifying and developing projects in joint venture or under offtake arrangements in respect of its lithium assets in Argentina. 6 | P a g e For personal use only REVIEW OF OPERATIONS Highlights for the year ended 31 December 2018 CATAMARCA – (ARGENTINA) • Continued mapping and geochemical sampling in the NW Alto have enabled definition of high priority drill targets. • Encouraging Fluorite prospects discovered on existing LRS concessions. Geochemical sampling reveals high grade Fluorite. Identification of prospective pegmatites within the under-explored North Ancasti pegmatite swarm. • SAN LUIS – (ARGENTINA) • The company signs landmark social and environmental agreement with the communities of San Francisco and Rio Gomez clearing the way for discussions with the San Luis government to advance to final stages. • Technical understanding of the Geminis and Don Gregorio concessions improved through several additional trips to the mine and its surrounding pegmatites. Logistical evaluation of the Geminis mine prior to drilling now complete. Local contractors and exploration drilling companies on standby awaiting permits. • • • Maria del Huerto drilling designed and ready to target three sheeted spodumene pegmatites. ILO COPPER PROJECTS – (PERU) • Settled the sale of the Ilo Copper Project to Westminster Resources Limited (TSXV – WMR) and received 19,000,000 ordinary shares representing a 41.02% ownership interest in WMR. The shares • Westminster enters into a Farm-In Agreement with AusQuest Limited covering 5 Peruvian copper licences expanding their dominant tenement position at the Ilo copper project. • AusQuest now positioned to execute on its drilling commitments at the project advancing it through to pre- feasibility. PACHAMANCA / MT-03 – (PERU) IP survey identifies several high priority drill targets at the project. • • Exploration permits submitted to government authorities and are awaiting approval. TECHNOLOGY • The National University of Cuyo (UnCuyo) progresses through its second round of test work producing encouraging results from the Company’s funded pilot plant contributions. • The team at UnCuyo is now progressing through the next stage involving determining the best way to extract lithium carbonate from the spodumene concentrate produced in the pilot plant. CORPORATE • The Company completed a Convertible Security Funding Agreement to provide a convertible funding facility up to limit of $6 million. The Company has drawn a total of $2.6 million under the facility. Repayments commenced in October 2018. 7 | P a g e For personal use only REVIEW OF OPERATIONS CATAMARCA – (ARGENTINA) NW Alto – Vilisman Project Area Exploration in Catamarca through the reporting period, particularly towards the end of the year focused primarily on the rock chipping and soil sampling programs in the NW Alto. On the 5th June 2018 the company had its 14 MDA applications granted. The MD’s were granted after certain works has been completed including bulk sampling and proving the presence of mineralisation. The areas converted cover existing mining areas and future zones which will be the focus of exploration in the near future. Figure 1 - Latin Resources Catamarca Concessions showing the two major work areas 8 | P a g e For personal use only REVIEW OF OPERATIONS In mid-May 2018, the LRS geological team began the systematic mapping of the NW Alto concessions. These concessions had not been previously covered as part of the work undertaken in evaluating the identified historical lithium mines in the district. The area to be mapped is greater than 90% of the total concession area and is highly prospective for lithium bearing pegmatites of considerable size. The company has examined high resolution satellite imagery and identified large pegmatites or swarms of pegmatite bodies within the NW Alto. These swarms have become the focus areas for the company in Catamarca for targeted mapping and rock-chipping programs. Except where there has been previous mining, it is only the external zones of the potentially lithium bearing pegmatites that are exposed to geologists for mapping. As these outer/external zones do not contain lithium bearing minerals, it is necessary to use methods other than simply analysing the lithium content of the pegmatites to identify if it has the potential to bear lithium. The main way of achieving this is to estimate the fractionation levels of the pegmatites. A total of 101 rock chip samples and 131 soil samples were taken on and around mapped pegmatites in the target area. Analysis was completed by ALS, initially in Mendoza for preparation with final analysis completed in Vancouver. Samples underwent Multi-Element Analysis by Sodium Peroxide Fusion. A rock chip sample returning 1.219% Li2O was identified from within one of the small mines in the region, “Buena Estrella”, previously exploited for Beryl. The sample was not of any traditional lithium ore mineral however the exploration team is encouraged by the presence of lithium in the NW Alto and will continue to progress its understanding here. Results from the completed sampling work confirmed a clear fractionation trend amongst the pegmatites, see Figure 2. The exploration team continued work to the NE of the swarm towards the improving fractionation results produced encouraging and expected results. A direct result from this work has enabled the company to identify seven high priority drill targets in the region. Figure 2 - All rock-chip locations within the NW Alto showing fractionation ratio results. In addition to investigating the lithium mineralisation in the NW Alto, the company is exploring the presence of Fluorine rich veins in an extensive zone of brecciation. The historical fluorite mines of San Isidro and Elena exist within the LRS Catamarca concessions. The collection and analysis of 5 rock chip samples over a large purplish outcrop (Figure 3) confirmed the fluorite mineralisation. The Fluorite appears to occur in discrete bands traceable over 100’s of metres. 9 | P a g e For personal use only REVIEW OF OPERATIONS Figure 3 - Fluorite Veins present in the NW Alto, Catamarca The company’s results from this Fluorite sampling were: Table 1 - Fluorine Rock Chips NW Alto Project Sample ID Easting Northing Elevation F % CaF2 % TA000402 251830 6852432 1767 38.8 79.7 TA000403 251846 6852440 1757 20.7 42.5 TA000404 251833 6852462 1758 25.9 53.2 TA000405 251831 6852420 1770 22.2 45.6 CA003 251723 6853675 1863 6.08 12.5 Projection WGS84 Zone 20 S Fluorite (CaF2), is essentially the only fluorine mineral of commercial significance. When mined it is marketed as fluorspar. The major use for fluorite is as high-grade material, known as acid-grade fluorspar or acidspar. This is used as feedstock in the production of hydrofluoric acid, which is a starting point for numerous fluorine-based chemicals. The company will continue to evaluate all opportunities within its exploration licences. N Ancasti – Ancasti Project Area In late 2018, aerial evaluation of Catamarca identified the potential of the North Ancasti project. An extensive review of recently acquired literature highlighted the existence of Beryl / Lithium pegmatites which have received very little modern exploration attention. 10 | P a g e For personal use only REVIEW OF OPERATIONS The company intends to complete thorough rock chipping and mapping over the region in the first quarter of 2019 with the intention of delineating suitable drilling targets as has been achieved in the NW Alto. Figure 4 – Pegmatites in the unexplored N Ancasti Loma Pelada Lomo Pelada is a prospect area that is located approximately 3km to the west of Villisman village in the El Alto area. Geological mapping in late 2017 identified several pegmatites with a strike length of over 700m and thicknesses up to 7m containing widespread spodumene mineralisation. There is the possibility that this project contains multiple sheeted pegmatites in close proximity. Drill testing will confirm or dispel this theory. Exploration of Loma Pelada was put on hold in August 2018 following a strategic evaluation of the Catamarca projects. Ipizca 1 Ipizca 1 is a prospect area that is located approximately 5km to the north of Ancasti village in the Ancasti group of Catamarca concessions. An historical report (Balmaceda & Kaniefsky 1982, Characterizacion de IPIZCA I) notes the main pegmatite to be over 700m in length and vary from 2 – 7m in thickness. LRS geologists have mapped this prospect ensuring optimal drill hole locations were designed. The team has encountered several adits containing a high percentage of pink spodumene in their walls which is very encouraging. They have also mapped out many additional previously unknown pegmatites in the area. Further work at Ipizca 1 was put on hold following a project evaluation completed in August 2018. 11 | P a g e For personal use only REVIEW OF OPERATIONS SAN LUIS – (ARGENTINA) Permitting and Social The Company has continued to progress the granting of exploration permits in San Luis throughout the reporting year. The matter has resulted in delays to the company’s major objective, discovery of a world- class lithium resource at the flagship Geminis project in the San Luis Province of Argentina. As announced on the 27th December 2018, a social and environmental agreement was signed with the communities of San Francisco and Rio Gomez in the province of San Luis. This agreement declared and confirmed the local community's interest in actively participating in and supporting the development of a sustainable local mining industry based around known lithium deposits in the locality of the projects of Latin Resources, principally the Geminis, Don Gregorio, Maria Del Huerto and other mining concessions in the San Luis province. The agreement incorporates the following commitments and obligations on the part of the Company for the benefit of the local communities: • Conduct educational and technical talks to the local communities on specific areas of mining and the environment in relation to the projects which Latin Resource owns or controls. • Provide the mining IP and expertise in the development of hard rock lithium pegmatites. • Provide free public courses in selected educational centres presented by expert mining professionals. • Provide training and support to the community to generate jobs and services in the area. • Promote and sponsor the participation of the community in social, sporting, recreational activities as a means to educate the communities with technical knowledge regarding the development of a lithium industry in San Luis province; With this important social and environmental agreement now signed, the authorised representative of Latin Resources will now enter discussions with the San Luis government with the intention of signing a Memorandum of Understanding (MOU) on behalf of the Company, setting out the criteria to develop a lithium industry in the San Luis province. The MOU will include the issue of exploration and drill permits and the granting of certain concessions to Latin Resources. The Geminis Mine and Don Gregorio Exploration Concession The company has continued technical evaluation of its Geminis Mine and Don Gregorio concession throughout the reporting period. However, permitting delays have hindered more advanced exploration. The Geminis mine has been historically linked to lithium mining in San Luis and contains known high-grade lithium bearing pegmatites. It was recognized by geologists from the National Development Bank whose work has been reflected in unpublished reports as one of the main lithium deposits in the province of San Luis with lithium ore produced during the period 1935 - 1980. Mining at Geminis began in the 1930’s and continued until 1959. Since then sporadic mining has taken place, with no recent activity. Apart from a small quarry to the south all mining operations were by underground methods. The underground workings observed consist of three adits which access a series of tunnels varying in size and length. The most northerly adit, Pozon Blanco is quite small and collapsed. The central adit, Cantera Grande is 6m long, 2.8m wide and 2.5m high. The main adit further to the south, Poniente Labors contains approximately 70m of tunnels with an entrance chamber measuring 5m x 7.6m. Mining activity was small scale and carried out in campaigns. It is thought that on average the mine 12 | P a g e For personal use only REVIEW OF OPERATIONS produced approximately 5-10 tonnes of spodumene per month (Barrio, Raul E. and Echeveste, Horacio J.). The mine workings are spread over a strike distance of approximately 150m. Figure 5 - Location of Geminis, Don Gregorio and San Francisco concessions Figure 6 - LRS Geologists at the Geminis Mine entrance 13 | P a g e For personal use only REVIEW OF OPERATIONS The Don Gregorio and Geminis Mine concessions are located within the Totoral Pegmatite Field (TPF) which is the southernmost pegmatite field of the Pampean Pegmatite Province Pegmatites are intruded into Pringles Metamorphic Complex (PMC) host rocks which comprise mostly fine grade gneisses and schists of Ordovician age (456 – 488 million years). The TPF comprises a 17 km long swarm of rare-element pegmatites of the LCT (Li-CS-Ta) family that trends NNE – SSW that was intruded into the PMC between 465 and 317 million years ago (Galliski, M.A. and Cerny, P., 2006). Figure 7 - Regional geology map of the Totoral Pegmatite Field within the Pampean Pegmatite Province The pegmatites located at the Geminis mine are of the complex spodumene type which host a broad range of economic minerals. Most significantly there is intense spodumene mineralisation within parts of the mine comprising up to 80% of the material. During mining individual spodumene crystals have been measured to have a length of up to 4m. Other minerals which are significant and may contribute to the overall value are the lithium minerals amblygonite and lithiophilite which are found within the pegmatites non-nucleus zones as are other minerals tantalite, columbite and beryl. The non-lithium minerals present are significant as they may contribute as credits with any future concentrate production. Non-invasive geological mapping and sampling was carried out at the Geminis Mine after the binding letter of intent was signed on the 1st August 2017. The initial work concentrated efforts in and around the Geminis Mine workings and then expanded out into the Don Gregorio exploration concession. Work continued through 2018 to evaluate the potential of the region. In the mine area, six pegmatite bodies have been mapped sometimes as discreet structures over a strike length of 1.6km following the significant trend of the orebody exploited through historical mining. The individual pegmatites vary from 4m up to 20m in thickness and dip relatively gently to the south-east at between 15 to 30 degrees which is an ideal orientation for any future possible open pit mining. The overall zone has a thickness of 400m. Approximately 800m to the north west of the main mine pegmatite group is another packet of eight sheeted pegmatites with a similar orientation to the mining group and thicknesses of between 4m to 25m. Both zones together cover an area of 2.1km by 1.7km. 14 | P a g e For personal use only REVIEW OF OPERATIONS The company has completed all logisitcal due dilligence required to execute its exploration plans. Nessasary contractors remain on standby awiting the companies instructions. The Latin Resources geological team has designed a preliminary drilling programs to be completed as soon as the required permits are in place. Maria del Huerto The Maria del Huerto project consists of three sheeted pegmatites. Pegmatites one and two occur as outcrop and subcrop and have not been mined to any great extent. Only the external and marginal zones of the pegmatites are exposed, and they are heavily weathered. Pegmatite three has previously been mined to a depth of approximately ten meters and is exposed for approximately 110m within the mine workings. Here the spodumene bearing intermediate zone and nucleus is well exposed. It has also undergone only limited weathering. No further geochemical samples were taken from Maria del Huerto in the reporting period. Previous work has confirmed the pegmatites to be prospective. The 2017 detailed mapping and sampling program allowed the design of targets/drill collar locations for the initial exploration and resource development drilling. Approximately 1,200m of diamond drilling and 3,000m of reverse circulation drilling has been planned to target the sheeted pegmatite mineralisation. The company is awaiting drilling permits in San Luis prior to executing its exploration programs. Figure 8 - The Maria del Huerto Mine 15 | P a g e For personal use only REVIEW OF OPERATIONS The Condor Concessions On the 16th February 2018, Latin Resources announced that it had entered a binding terms sheet to acquire a set of five exploration licences from Condor Prospecting (Kontrarian Resources) in the northern sector of the San Luis province. The concessions are near historic mines, contain favourable geology and were therefore deemed prospective. Figure 12 - The Condor Concession, San Luis The Condor Concession applications are in the same highly prospective pegmatitic zones of San Luis. This area lies within the Sierra Pampean geological province in Argentina which contains over 95% of the Argentine pegmatites and has been the site of historic spodumene, beryl and muscovite mines. The pegmatites here occur as lenticular swarms of sills and dykes with thickness of 5m to over 40m and strike lengths mapped by satellites occasionally more than 1000m. They have the potential to contain lithium mineralisation commonly in the form of the highly desirable spodumene. The condor concession applications are located approximately 100km to 150km from the provincial capital of San Luis and are close to major roads, water sources and power supply. Measuring a total of 44,209 hectares all but one of the tenements are contiguous and are either adjoining or very close to Latins La meta concession which provides the company with logistical advantages during exploration. In the week of 22nd October 2018, the exploration team based themselves out of the town of La Merlo in the North of San Luis nearby to the condor tenure. The team examined historical literature and satellite imagery to identify prospective spodumene bearing pegmatites to be visited in the field. New occurrences of spodumene were discovered over the course of the trip however no economic abundance of spodumene mineralisation was identified within the licenses. Extensive geochemical sampling, geological mapping and exploration drilling is required to further evaluate the potential of the region. The company has currently put further reconnaissance work here on hold pending the outcome of permits at its existing flagship projects in San Luis. 16 | P a g e For personal use only REVIEW OF OPERATIONS ILO COPPER PROJECT – (PERU) Westminster Resources Ltd. (TSX.V: WMR) (Westminster) has now completed the incorporation of its subsidiary in Peru and has started the process to transfer the Peruvian copper projects acquired from Latin. The projects consist of 36,225 hectares of exploration licences covering iron oxide copper gold (IOCG) and porphyry targets, near the port of Ilo in southern Peru, home to half of Peru’s copper production. Two of the projects, Ilo Norte and Ilo Este, are advanced targets with significant historical exploration results, with another four earlier-stage projects that are considered highly prospective, based on both historical geophysical surveys and mapping/sampling programs. The closing of the transaction included the issue of 19 million common shares of the capital of WMR to Latin Resources Ltd, which vest as follows: • 1 million shares vest on 8 August 2018 • 3 million shares vest on 8 February 2019, along with the final US$100,000 payment • 15 million shares vest on 8 August 2019 On Settlement, WMR appointed Chris Gale, Managing Director of Latin Resources to its board. On 16 August 2018, Westminster announced that it had entered into a Farm-In Agreement with AusQuest Limited (ASX: AQD). The Farm-In Agreement covers 5 Peruvian copper licences over an area of 4,900 hectares. These particular licences form part of the Ilo Sur project, which Westminster acquired along with the flagship Ilo Norte and Ilo Este projects from LRS. The Farm-In Agreement considers AusQuest completing 13,000 metres of drilling over 7.5 years to earn a 65% direct interest, with an option to earn 75% by completing a Pre- Feasibility Study. The 5 licences being farmed to AusQuest are part of a 12,225 ha project area lying southwest of Westminster's Ilo Este Copper Project. AusQuest have licences adjacent to the Westminster licences which were drilled in 2016, providing AusQuest with encouragement to continue exploring this area for a possible buried porphyry copper target. From a regional geological perspective, this project area is dominated by a Cretaceous-age diorite-granodiorite batholith, with coincident magnetic and radiometric anomalies adjacent to known structures, hosting multiple porphyry targets. Terms of the Farm-In Agreement include an 18-month Phase 1 program to identify drill targets, a 3- year Phase 2 program of a minimum 3,000 m of drilling to earn the initial 35%, a 3-year Phase 3 program of a further 10,000 m of drilling or US$2.5 million of additional expenditure (whichever comes first) to achieve a 65% interest, and then a final Phase 4 PFS program, to complete a Prefeasibility Study to achieve a 75% interest in the licences. Once AusQuest has earned 75%, it can offer to buyout Westminster's remaining 25% interest for fair market value. PACHAMANCA / MT-03 PROJECT – (PERU) Approvals and permits were obtained during the reporting period allowing First Quantum Minerals to perform an induced polarization/resistivity geophysical survey of the Pachamanca/MT-03 area. Initial results were impacted by nitrate layers within the overlying caliche sediments. However, sufficient data was obtained to identify preliminary drill targets. The company has continued to submit paperwork for the exploration permitting with the relevant Government departments to obtain the right to start its drilling program. 17 | P a g e For personal use only REVIEW OF OPERATIONS TECHNOLOGY License Option Agreement for Patented Lithium Extraction Technology in Argentina During October 2017, the Company secured the first option to acquire, on an exclusive basis, the license of the patented technology held by the National University of Cuyo (UnCuyo) in Mendoza Argentina for commercial use and exploitation in Argentina, Australia, China, Canada and the USA ("Agreement"). UnCuyo identified and owns the now patented technology which consists of the process of obtaining Lithium Carbonate from Lithium Aluminosilicates including spodumene ("the Technology"). Pursuant to the Agreement, the Company agreed to financially support the development of the Technology through the financing and scaling up of the Technology. The initial trials were performed in a new pilot plant laboratory, financed by the company constructed during the first and second quarters of this year. The University has completed the initial stage test work to test the patented process to convert spodumene concentrate to a lithium carbonate product as required by the battery market. The initial testing was performed on part of a 250 kg sample of spodumene concentrate obtained from samples extracted from one of the Company’s Catamarca properties. The initial testing phase involved concentrating the spodumene to a 7.06-7.2% Li2O testing sample followed by reactor tests comparing outcomes over a number of varying conditions including temperature, reactor times and chemical solutions and concentrations. Initial results from the initial stage test work returned mineral dissolution of 81 -89% (target – 95%) with the most favorable rates obtained at a temperature of 1250C over a residence time of 120 minutes. The second round of testing was completed in November 2018 which presented the partial results of the experimental tests aimed at determining the best recovery conditions, by chemical precipitation, of the by- products of the leaching of α-spodumene with hydrofluoric acid (HF), in order to establish the conditions of maximum recovery of the by-products and with a minimum loss of lithium in each of the stages involved in this process. To carry out this study, the filtrates or solutions from the first pass testing of the mineral solution were used, largely from the tests detailed in the initial stage test work. The next stage will involve determining the best way to extract lithium carbonate from the spodumene concentrate produced in the pilot plant. CORPORATE Convertible Security Funding During June 2018, the Company completed a Convertible Security Funding Agreement to provide a funding facility up to limit of $6 million. The Facility is for a period of 24 months with a maturity date of 26 June 2020 with advanced amounts repayable in either cash or shares at the election of the Company. The convertible note holder also has the election of requesting repayment of the original convertible note, for value of $2,000,000, by acquiring a direct 5% interest in the Argentine Projects. Security for the facility is provided by a general security agreement by the Company in favour of the convertible note holder and pledges over all shares in each subsidiary and the Company. The Company has drawn a total of $2.6 million under the facility. Repayments commenced in October 2018 and are made monthly thereafter. A total of 95,294,119 fully paid ordinary shares were issued in repayment of $360,000 during October, November and December 2018. Subsequent to year end a further 197,532,681 fully paid ordinary shares were issued as repayment of $396,000 for the period January to March 2019. 18 | P a g e For personal use only REVIEW OF OPERATIONS As part of the establishment costs of the Facility, the company issued 110,000,000 listed options exercisable at 1 cent per share expiring 12 October 2019 and 166,666,667 unlisted options exercisable at 0.43 cents per share expiring 18 December 2022. Loan Funded Shares At the Annual General Meeting held 28 May 2018, shareholders approved the adoption of the Latin Resources Limited Loan Funded Share Plan and also approved the issue of 100,000,000 loan funded shares to directors. The loan funded shares are issued at cost of 1.1 cents per share which is funded by a loan from the Company. The loans are interest free and with limited recourse to the participant and are unquoted shares until the loan has been repaid. The Plan requires the loan to be repaid before the participant can sell their shares. JV Negotiations The Company is in preliminary discussions with a number of different parties in relation to potential joint venture agreements or offtake arrangements in respect of its lithium assets in Argentina. There remains strong interest from these parties to enter a JV with the Company once the permitting issues are resolved. Corporate Social Responsibility (CSR), Environment and Safety Through its Peruvian and Argentinian subsidiaries, Latin Resources Limited applies some of the most comprehensive and advanced policies in Corporate Social Responsibility in the Peruvian and Argentinian Exploration and Mining Sector and shareholders can be assured that these provide Latin with a definite competitive advantage over other explorers in the Peruvian and Argentinian socio-environmental context. Also the company strives to comply fully with international environmental and safety standards that are the basis for Peruvian and Argentinian legislation governing the Mining Industry. Safety is paramount in all Latin’s activities, and the Group continues its exemplary record to date with no lost time injuries of the Group’s employees on any Project. Competent person statements The information in this report that relates to Geological Data and Exploration Results post August 2018 is based on information compiled by Mr Samuel Moyle, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Moyle has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Moyle is the Exploration Manager of Latin Resources Limited and consents to the inclusion in this report of the matters based on his information, and information presented to him, in the form and context in which it appears. The information in this report that relates to Geological Data and Exploration Results completed prior to August 2018 is based on information compiled by Mr Kerry Griffin, who is a Member of the Australian Institute of Geoscientists. Mr Griffin has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Griffin was the Exploration and Development Manager of Latin Resources Limited and consents to the inclusion in this report of the matters based on his information, and information presented to him, in the form and context in which it appears. 19 | P a g e For personal use only DIRECTORS’ REPORT The directors present their report together with the financial statements of the Group consisting of Latin Resources Limited (Latin or the Company) and its subsidiaries (together the Group) for the year ended 31 December 2018. Directors The names and details of the Company’s directors in office during the financial period and until the date of this report are set out below. The directors were in office for this entire period unless otherwise stated. DAVID VILENSKY (Independent Non-Executive Chairman) David Vilensky is a practising corporate lawyer and an experienced listed company director. He is the Managing Director of Perth law firm Bowen Buchbinder Vilensky and has more than 35 years’ experience in the areas of corporate and business law and in commercial and corporate management. Mr Vilensky practises in the areas of corporate and commercial law, corporate advisory, mergers and acquisitions, mining and resources and complex dispute resolution. Mr Vilensky acts for a number of listed and public companies and advises on directors’ duties, due diligence, capital raisings, compliance with ASX Listing rules, corporate governance and corporate transactions generally. Mr Vilensky is also a non-executive director of Vonex Ltd (ASX:VN8) and Oakdale Resources Limited (ASX: OAR) (appointed 6 March 2019). CHRISTOPHER GALE (Managing Director) Christopher (Chris) Gale is the Managing Director of Latin Resources. Mr Gale has extensive experience in senior management roles in both the public and private sectors, especially in commercial and financial roles. He has also held various board and executive roles at a number of mining and technology companies during his career. Former Chairman of the Council on Australian Latin American Relations (COALAR) established by the Australian Government Department of Foreign Affairs and Trade (DFAT) from 2012 to 2018. He is also a founding director of Allegra Capital, a boutique corporate advisory firm based in Perth and is a member of the Australian Institute of Company Directors (AICD). Mr Gale is also a non-executive director of Westminster Resources Limited (TSXV: WMR) (appointed July 2018) and Oakdale Resources Limited (ASX: OAR) (appointed 6 March 2019) BRENT JONES (Non-Executive Director) Mr. Jones is an experienced financial services professional who has held operating roles at Woolworths, AFL, Civil Engineers - Ostojic Group and the National Tax and Accountants’ Association prior to his current management position. Over the past 15 years, Mr. Jones has been the joint Managing Director of InterPrac Limited, an unlisted public company, specializing in providing the accounting industry access to financial services products and distribution capabilities. Mr. Jones has a degree in information technology, is a member of the National Tax and Accountants Association and is a Graduate of the Australian Institute of Company Directors (AICD). Other directorships of Australian listed companies held by Mr Jones in the last three years are: Nil Directors’ shares and share rights As at the date of this report, the interests of the Directors in the shares and options of Latin were as follows: Director David Vilensky Brent Jones Chris Gale Ordinary shares Number 15,059,136 36,846,899 9,531,042 Share rights Number - - 9,005,323 Loan funded shares 25,000,000 25,000,000 50,000,000 Share options Number - - - Company secretary SARAH SMITH Ms Smith holds a Bachelor of Business and is a Chartered Accountant with significant experience in the administration of ASX listed companies, as well as capital raisings and IPOs, due diligence reviews and ASIC compliance. 20 | P a g e For personal use only DIRECTORS’ REPORT Principal activities The principal activities during the year of entities within the consolidated entity were the exploration and evaluation of mining projects in Peru and Argentina. Financial review RESULTS The consolidated loss after tax of the Group for the year ended 31 December 2018 was $5,553,476 (2017: $2,381,967). The result comprises loss on sale of the Ilo Copper Project of $1.5 million (2017:nil), finance expenses of $1.2million (2017: $0.9million), employee benefits expense of $1.3million (2017: $0.5 million) and other income and expense items $1.6 million (2017: $1.0 million). ASSETS Total assets increased marginally by $0.3 million during the year to $12.8 million. The movement primarily comprised an increase in exploration expenditure (net of currency loss) of $1.0m and a reduction in cash of $0.8 million. The carrying value of exploration and evaluation assets was affected by the settlement of the Ilo copper assets during the period with an increase in Investment in associated company of $1.1 million ( after equity accounting for associate company loss of $34,275). LIABILITIES Total liabilities increased by $4.1 million to $11.5 million during the year. The increase was due to the convertible security funding facility of $2.2 million together with an increase of $1.7 million in deferred consideration for the Guadalupito project due to the unwinding of interest. EQUITY Total equity decreased by $3.8 million during the year to $1.4 million. The decrease reflects the current period loss of $5.6 million for the year countered by an increase in Reserves of $2.3 million from foreign currency translation movements of $0.5 million and increase in share based payments and transaction costs of $1.8 million. SHAREHOLDER RETURNS The Company’s share price decreased during the period however the market capitalisation of the company increased due to share and placement issues to fund the Company’s defined strategic direction in the area of lithium in line with its long term strategy of mineral exploration in South America. Shareholder returns for the last 5 years is as follows: Loss attributable to the Group ($) Basic loss per share (Cents) Dividends ($) Closing share price ($) Total shareholder return (%) Dividends December 2018 (5,553,476) (0.002) Nil 0.003 (73) December 2017 (2,381,967) (0.12) Nil 0.011 (8) December 2016 (7,844,976) (0.63) Nil 0.012 140 December 2015 (12,183,490) (2.41) Nil 0.005 (78) December 2014 (5,828,378) (2.17) Nil 0.023 (67) No amounts have been paid or declared by way of a dividend since the end of the previous financial period and up until the date of this report. The Directors do not recommend the payment of any dividend for the financial year ended 31 December 2018. Liquidity and capital resources The Group’s principal source of liquidity as at 31 December 2018 is cash and cash equivalents of $204,764 (2017: $995,492). During the period the Company entered a Convertible Security Funding Agreement with Lind Asset Management XII, LLC. The Company has drawn $2.6 million under a facility limit of $6 million with undrawn facility of $3.4 million available to the Company. 21 | P a g e For personal use only DIRECTORS’ REPORT Funding for 2019 is expected from a combination of proceeds from the sale or joint venturing of interests in existing projects, further capital raisings, the potential conversion of options and drawdowns of available limits under the Convertible Security Funding Agreement. Shares, share rights and options As at 31 December 2018 the Company had 2,788,670,639 fully paid Shares on issue, 100,000,000 loan funded unquoted shares on issue, 1,017,738,109 Share Options and 65,031,642 Share Rights on issue. During the period Shareholders at the Annual General Meeting held 28 May 2018 approved the issue of 100,000,000 loan funded shares to directors. SHARES A total of 166,304,469 fully paid ordinary shares and 100,000,000 loan funded shares were issued during the year. A breakdown of the shares issued is shown at Note 19 of the financial statements SHARE RIGHTS During the year 21,352,308 share rights were issued to directors or employees, 4,569,231 share rights lapsed and 16,783,077 share rights were converted in accordance with the deferred rights plan approved by shareholders on 27 May 2014. OPTIONS During the year 767,738,109 options were issued and nil were exercised. A total of 9,375,000 options expired in the period unexercised. Options totalling 276,666,667 options were issued to the convertible note holder under the terms of the Convertible Security Funding Agreement. As at the date of this report there were 1,017,738,109 Share Options on issue. Option holders do not have the right, by virtue of the option, to vote or participate in any share issue of the Company or any related body corporate. Significant changes in the state of affairs There have been no significant changes in the state of affairs of the Group other than those listed above. Risk management The Board is responsible for identifying business risks and implementing actions to manage those risks and corporate systems to assure quality. The Board delegates these tasks to management who provide the Board with periodic reports identifying areas of potential risks and the safeguards in place to efficiently manage material business risks. Strategic and operational risks are reviewed at least annually as part of the forecasting and budgeting process. The Managing Director and Chief Financial Officer have provided assurance in writing to the Board that they believe that the Company’s material business risks are being managed effectively and that the Company’s financial reporting, risk management and associated compliance and controls have been assessed and are operating effectively so far as they relate to the financial report. Significant events after balance date Please refer to Note 27 for details of significant events after date Post balance the following operational updates were also issued. On 24 January 2019, the Company provided an update on various Company projects, including the following: Following a social and environmental agreement with the San Francisco and Rio Gomez communities and a - co-operative agreement with the San Luis province, the Company can proceed to a detailed Memorandum of Understanding detailing criteria for the development of a lithium processing industry in the San Luis province. - The transfer of concessions from the Company to Westminster Resources (WMR) was expected to be completed shortly allowing the Farm-in Agreement between WMR and Ausquest to commence. The Farm- in Agreement, covers 5 of the 36 Peruvian copper concessions sold by the Company to WMR, grants Ausquest has the right to earn a 65% interest over a period of 7.5 years by drilling 13,000 metres in phased programmes. .Ausquest has the option to earn up to 75% by completing a Pre-feasibility Study on the concessions. Ausquest also has the option to acquire 100% of the concessions for fair market value once it has earned a 75% interest. 22 | P a g e For personal use only DIRECTORS’ REPORT On 6 March 2019 the Company provided an update on recent visits to Argentina by the Chairman and Managing Director including meeting with various government officials and a presentation given to the San Luis Mining Directorate. Likely developments and expected results In 2019 the Group intends to continue to progress its mineral projects in Argentina and Peru via JV arrangements or via the sale of its interests in the projects. The Group will also continue to look for other opportunities within South America that will create value for its shareholders. Environmental regulation and performance The Group carries out exploration and evaluation activities at its operations in Peru and Argentina which are subject to environmental regulations. During the year there has been no significant breach of these regulations. Indemnification and insurance of directors and officers During the year insurance premiums were paid to insure the Directors and officers against certain liabilities arising out of their conduct while acting as a director or an officer of the Company. Under the terms and conditions of the insurance contract, the nature of the liabilities insured against and the premium paid cannot be disclosed. Directors’ meetings The number of meetings of directors (including meetings of committees of directors) held for the year ended 31 December 2018 and the number of meetings attended by each director is as follows: Director David Vilensky Chris Gale Brent Jones Committee membership Board meetings held Board meetings attended 7 7 7 7 7 7 During the year the Board did not set up separate Committees. The Board carried out the duties that would ordinarily be carried out by the Nomination, Remuneration and Audit and Risk Management Committees. Corporate governance statement The Company’s Corporate Governance statement is located on the Company’s website at www.latinresources.com. Diversity Latin strives to be an equal opportunity employer and we will not discriminate against prospective employees based on gender or any other non-skill related characteristic. We pride ourselves on the diversity of our staff and encourage suitably qualified young people, women, people from cultural minorities and people with disabilities to apply for positions. Whilst efforts will be made to identify suitably qualified female candidates and candidates from a diversity of backgrounds when seeking to fulfil positions, the Company does not believe it is meaningful, nor in the best interests of shareholders to set formal targets for the composition of employees based on gender or any other non-skill related characteristic nor detailed policies in this regard. The Board has established a policy regarding diversity and details of the policy are available on the Company’s website. Gender composition of the Group’s workforce for the 2018 year is as follows: Board Executive Group 31 December 2018 31 December 2017 Female - 33% 50% Male 100% 66% 50% Female - - 62% Male 100% 100% 38% 23 | P a g e For personal use only DIRECTORS’ REPORT Auditors’ independence declaration The auditors’ independence declaration is set out on page 48 and forms part of the Directors’ report for the year ended 31 December 2018. Non-audit services Non-audit services provided by the Group’s auditor Stantons International during the year ended 31 December 2018 is shown at Note 28 of the financial statements. 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 Corporation Act 2001. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised. Remuneration report (Audited) This remuneration report for the year ended 31 December 2018 outlines the remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001 (the Act) and its regulations. This information has been audited as required by section 308(3C) of the Act. The remuneration report details the remuneration arrangements for key management personnel (KMP) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly and indirectly, including any director (whether executive or otherwise) of the parent company. For the purposes of this report, the term executive includes executive directors and other senior management of the Group. DIRECTOR AND SENIOR MANAGEMENT Non-executive directors David Vilensky Brent Jones Non-Executive Chairman Non-Executive Director Executive director Chris Gale Other Executives Sarah Smith Jon Grygorcewicz Sam Moyle Managing Director Company Secretary Chief financial Officer Exploration Manager REMUNERATION GOVERNANCE Remuneration Committee The Board carries out the duties that would ordinarily be carried out by the Remuneration Committee under the Remuneration Committee Charter including the following processes to set the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive. The Board approves the remuneration arrangements of the Managing Director and other executives and all awards made under incentive plans following recommendations from the Remuneration Committee. The Board also sets the remuneration of Non-executive directors, subject to the fee pool approved by shareholders. The Board approves, having regard to the recommendations of the Managing Director, the level of incentives to other personnel and contractors. The Board seeks external remuneration advice as and when required to ensure it is fully informed when making remuneration decisions. Remuneration advisors are engaged by and report directly to the Board. No consultants were used or paid by the Group during the year. 24 | P a g e For personal use only DIRECTORS’ REPORT NON-EXECUTIVE DIRECTOR REMUNERATION ARRANGEMENTS The Board seeks to set aggregate remuneration at a level that provides the Group with the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders. The Constitution and the ASX listing rules specify that the aggregate remuneration of Non-executive directors shall be determined from time to time by a general meeting of shareholders. The current limit is $350,000 which remains unchanged from when the company first listed on the ASX. Non-executive directors are remunerated by way of fees based on remuneration of executive directors of comparable companies and scope and extent of the Company’s activities. Non-executive directors are also entitled to participate in the Non-executive director Deferred Rights plan which was approved by shareholders on 27 May 2014. Directors do not receive retirement benefits nor do they participate in any incentive programs. A total of 21,352,308 share rights were issued to directors during the year. No options were awarded to non-executive directors as remuneration during the year. Non-executive director Deferred rights plan The Non-executive director Deferred rights plan was approved by shareholders on 27 May 2014 for the purpose of retaining Non-executive directors, controlling the cash cost of directors fees and aligning the interests of Non-executive directors with shareholders and providing them with the opportunity to participate in the future growth of the Group. Under the plan the Group may offer share rights to Non–executive directors of the Company. Share rights issued under the Deferred rights plan comprise of retention rights being rights that vest and may be exercised into Restricted Shares, based on completion of a period of service. The Board in their absolute discretion determine the number of share rights to be offered and the criteria that may apply. Offers made under the Deferred rights plan must set out the number of share rights, the vesting conditions and the measurement period. The retention rights are issued for no consideration, however, the vesting of the benefits are conditional on achieving certain measurable performance measures. The performance measure for retention rights is the completion of service for the year. Vesting of the share rights is measured over a three year interval after the commencement of the respective measurement period. At the end of the measurement period and subject to the performance measures, each share right will convert into one ordinary share in the Company. The Group is aware that the vesting of share rights is treated as income to executives and attracts tax in a similar manner to cash payments irrespective of the executive selling or retaining the resulting shares. The maximum percentage of base remuneration that a Non-executive director may receive in share rights is 100% which is pre-determined based on the advice of the remuneration consultant. Where a non-executive director or employee ceases employment prior to their incentives vesting due to resignation or termination for cause, incentives will be forfeited. Where a non-executive director or employee ceases employment for any other reason, they may at the Board’s discretion, retain a number of unvested share rights on a pro-rata basis to reflect their period of service during the measurement period. These unvested share rights only vest subject to meeting the relevant performance measures. The Board will not seek any increase in the aggregate remuneration for the Non-executive director pool at the 2019 AGM. EXECUTIVE REMUNERATION ARRANGEMENTS The Group aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the Group that is competitive by market standards and aligns their interests with those of shareholders. Executive remuneration consists of fixed remuneration and variable remuneration comprising short term incentives and long term incentives. Fixed remuneration The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market. Fixed remuneration is reviewed annually by the Board through a process that considers individual performance, Group performance and market conditions. 25 | P a g e For personal use only DIRECTORS’ REPORT Variable remuneration The Company established an Incentive Rights Plan (the Plan) that was re-approved by shareholders on 27 November 2015 and applies to full time and permanent part time employees and contractors. The Plan provides the Company with a range of incentives to attract, retain and align the interest of shareholders and employees and contractors. Short term incentives Short term incentives (STI) may include cash and shares and are awarded to executives based on the achievement of KPI’s. Given the current stage of the Company’s evolution and the market conditions for mineral exploration and development companies, no STI targets were established at the start of the reporting period, and hence no STI’s were issued for the year ended 31 December 2018. Long term incentives Long term incentives (LTI) are considered annually by the Remuneration Committee to align remuneration with the creation of shareholder value over the long term. LTI’s can include: • • • cash; retention rights being rights that vest and may be exercised into Restricted Shares, based on completion of a period of service and comprise no more than third of the LTI value; and performance rights, being rights that vest and may be exercised into Restricted Shares, based on achievement of specified performance objectives and comprise no more than two thirds of the LTI value. The retention and performance rights are issued for no consideration, however, the vesting of the benefits are conditional on achieving specific measurable performance measures that are aligned with the Group’s strategic objectives. The following performance measures were used in 2018, in equal weighting: • • Completion of service for the year; and Shareholder returns (Total shareholder return of 15% per annum or greater). Vesting of the LTI is measured over a three year interval after the commencement of the respective measurement period. At the end of the measurement period and subject to the performance measures, each share right will convert into one ordinary share in the Company. The Group is aware that the vesting of share rights is treated as income to executives and attracts tax in a similar manner to cash payments irrespective of the executive selling or retaining the resulting shares. The maximum percentage of base remuneration that an executive may receive as a LTI is pre-determined based on the advice of the remuneration consultant. The maximum percentage of base remuneration that the Managing Director can receive is 60% and for other executives it is 45%. Where a director or employee ceases employment prior to their incentives vesting due to resignation or termination for cause, incentives will be forfeited. Where a director or employee ceases employment for any other reason, they may at the Board’s discretion, retain a number of unvested share rights on a pro-rata basis to reflect their period of service during the LTI grant performance period. These unvested share rights only vest subject to meeting the relevant LTI performance measures. Employment agreements and contracts The Group has entered into contracts and agreements with executives the details of which are provided below. Non-Executive Directors The Chairman and Non-Executive Directors are elected to the Board by shareholders on rotation. The pool of directors’ remuneration, including cash payments for directors’ fees and share based incentive remuneration, is approved by shareholders in Annual Meeting. In accordance with the total directors’ fees approved by shareholders, the Board has agreed the following directors’ fees to be paid: Chairman - - Non-Executive directors $64,800 per annum $50,000 per annum. No committee fees are paid. 26 | P a g e For personal use only DIRECTORS’ REPORT Managing Director The Managing Director is currently employed under a consultancy agreement for a three year term ending on 30 September 2019 which can be extended by mutual consent. Mr Gale is paid a fixed remuneration of A$300,000 per annum with an uplift in remuneration in the event of an increase in the market capitalisation of the Company. The Group may terminate the agreement with or without cause by giving one month and six months’ notice respectively. The Managing director may terminate the agreement with or without cause by giving 21 days and three months’ notice respectively. If the agreement is terminated without cause or due to a change of control the Managing Director is entitled to a payment equivalent to fees for one year, the value of any annual fringe benefits and any vested entitlement under a LTI plan. The Group retains the right to terminate the agreement immediately by making a payment in lieu of notice for termination by either party without cause. Exploration Manager The Exploration and Development Manager is employed under employment agreement at an annual salary of $162,000 per annum plus superannuation. Company Secretary The Company Secretary is employed under a consultancy agreement which is ongoing. Either party may terminate the agreement by giving 60 days written notice. The monthly retainer fee for the Company Secretary is $3,000 per month plus GST with additional fees charged for shareholder meetings and corporate actions. Chief Financial Officer (CFO) The CFO services are supplied by a third party consultancy group under a consultancy agreement which is ongoing. Either party may terminate the agreement by giving 1 months’ notice. The CFO services are supplied at the rate of $1,600 per day plus GST on an as needs basis with a minimum of 1 day per week. Either party may terminate the agreement by giving 1 month written notice. Prohibition on trading The Remuneration policy prohibits directors and employees that are granted shares as a result of share rights from entering into arrangements that limit their exposure to losses that would result from share price decreases. The policy also requires directors, and employees to seek approval from the Company prior to that individual buying or selling any company securities. Directors and employees are not permitted to trade during a closed period. Procedures are in place where trading during a closed period is sought in exceptional circumstances. 27 | P a g e For personal use only DIRECTORS’ REPORT REMUNERATION OF KEY MANAGEMENT PERSONNEL AND EXECUTIVES FOR THE YEAR ENDED 31 DECEMBER 2018 Short-term benefits Post- employment Other long- term benefits Share-based payments Total Performance related Equity compensation 12 months to 31 Dec 2018 Salary & Fees Bonus Non-cash benefits Super Long service leave $ $ $ $ $ Directors D. Vilensky C. Gale B. Jones Other KMP S. Smith J. Grygorcewicz K. Griffin 1 S. Moyle 2 64,800 - 300,000 20,000 50,000 41,300 128,000 155,361 65,322 - - - - - Total 804,783 20,000 - - - - - - - - - - - - - - 6,206 6,206 - - - - - - - - Share rights $ 47,340 268,212 3, 4 36,528 - - - - Shares Loan funded shares $ $ $ % % - - - - - 14,000 6,000 35,400 70,800 35,400 - - - - 147,540 659,012 121,928 41,300 128,000 169,361 77,528 - 44% - - - - - 352,080 20,000 141,600 1,344,669 21% 56% 11% 59% - - 8% 8% 18% 1 Mr Griffin’s consultancy contract with the Company was terminated effective 2 January 2019. 2 Mr Moyle commenced with the company on 6 July 2018 and remuneration commencing 6 August 2018. 3 Of this amount $164,558 relates to 48,026,319 incentive and 9,005,323 retention share rights approved for issue by shareholders in prior years. Of this amount $41,462 was expensed and the balance was capitalised. On 29 March 2019 and subsequent to year the 48,026,319 incentive rights did not meet the performance criteria and lapsed and no financial benefit was realised. 4 Of this amount, $103,654 relates to 13,846,154 share rights approved for issue by shareholders in General Meeting on 19 February 2018. A portion of $65,824 was expensed and the balance capitalised. Of the 13,846,154 share rights approved for issued to Mr Gale during the year, 4,569,231 of the share rights were incentive share rights which did not meet the performance criteria and lapsed. The balance of 9,276,923 were retention rights of which 9,000,000 were transferred to third parties. The balance of 276,923 retention rights held by Mr Gale were converted into 186,014 ordinary shares. 28 | P a g e For personal use only DIRECTORS’ REPORT REMUNERATION OF KEY MANAGEMENT PERSONNEL AND EXECUTIVES FOR THE YEAR ENDED 31 DECEMBER 2017 12 months to 31 Dec 2017 Directors D. Vilensky C. Gale B. Jones Other KMP S. Smith J. Grygorcewicz2 K. Griffin Total Short-term benefits Post-employment Salary & Fees $ Bonus $ Non-cash benefits $ Super Other $ $ Other long-term benefits Long service leave $ 15,000 64,800 312,500 15,000 50,000 15,000 47,070 89,850 324,363 888,583 - - - 45,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - Share-based payments Total Performance related Equity compensation Share rights $ - 164,5571 - - - - 164,557 Shares $ $ % % - - - - - - - 79,800 492,057 65,000 47,070 89,850 324,363 1,098,140 19% 22% 23% - - - - 33% - - - - 11% 15% 1 These amounts refer to share rights issued in accordance with the Incentive rights plan approved by shareholders on 30 November 2014. Out of the total of $164,557, a portion of $41,140 was expensed during the year with the balance being capitalised. 2 Mr Grygorcewicz joined the Company on 21 February 2017. 29 | P a g e For personal use only DIRECTORS’ REPORT ADDITIONAL DISCLOSURES RELATING TO REMUNERATION (a) Share holdings of key management personnel 31 Dec 2018 Directors D. Vilensky C. Gale B. Jones Other KMP S. Smith J. Grygorcewicz K. Griffin 2 S Moyle Balance at start of year Granted as remuneration On exercise of options/conversion of rights Net change other Balance at end of year 10,913,122 9,345,028 41,966,653 - 1,000,000 - - - - - 4,146,014 186,014 3,178,322 - - (15,798,076) 1 15,059,136 9,531,042 29,346,899 - - 2,000,000 2,000,000 - - - - - - (2,000,000) - - 1,000,000 - 2,000,000 63,224,803 4,000,000 7,510,350 (17,798,076) 56,937,077 1 16,548,076 shares sold by Interprac Limited of which Mr Jones was a Director. 2 Mr Griffin consultancy contract with the Company was terminated effective 2 January 2019. 31 Dec 2017 D. Vilensky C. Gale B. Jones Other KMP S. Smith J. Grygorcewicz1 K. Griffin Balance at start of year 6,589,479 9,367,615 41,466,653 Granted as remuneration - - - On exercise of options 4,323,4632 977,4132 - Net change other 180 (1,000,000) 500,000 Balance at end of year 10,913,122 9,345,028 41,966,653 - - - 57,423,747 - - - - - - - 5,300,876 - 1,000,000 - 500,180 - 1,000,000 - 63,224,803 1 Mr Grygorcewicz commenced with the Company on 21 February 2017. 2 The shares were issued for rights approved and issued in prior years. Share rights are converted according to the calculation criteria as per the Share Rights Plan as approved by shareholders on 27 May 2014. Loan Funded Shares 31 Dec 2018 D. Vilensky C. Gale B. Jones Balance at start of year - - - - Granted as remuneration 25,000,000 50,000,000 25,000,000 100,000,000 On exercise of options - - - - Net change other - - - - Balance at end of year 25,000,000 50,000,000 25,000,000 100,000,000 At the Annual General Meeting held 28 May 2018, shareholders approved the adoption of the Latin Resources Limited Loan Funded Share Plan and also approved the issue of 100,000,000 loan funded shares to directors. The loan funded shares are issued at cost of 1.1 cents per share which is funded by a loan from the Company. The loans are interest free and with limited recourse to the participant and are unquoted shares until the loan has been repaid. The Plan requires the loan to be repaid before the participant can sell their shares. 30 | P a g e For personal use only DIRECTORS’ REPORT ADDITIONAL DISCLOSURES RELATING TO REMUNERATION (a) Share right holdings of key management personnel (continued) 31 Dec 2018 Directors D. Vilensky C. Gale B. Jones Other KMP S. Smith J. Grygorcewicz K. Griffin 31 Dec 2017 D. Vilensky C. Gale B. Jones Other KMP S. Smith J. Grygorcewicz K. Griffin Balance at start of year Granted as remuneration Converted to Shares Net change other Balance at end of year - 57,031,642 - 4,236,923 13,846,154 3,269,231 (4,236,923) (276,923) (3,269,231) - (13,569,231) - - 57,031,642 - - - - 57,031,642 - - - 21,352,308 Balance at start of year 4,414,552 58,099,964 - Granted as remuneration - - - - - - (7,786,077) - - - (13,569,231) Converted to Shares (4,414,552)1 (1,068,322)1 - Net change other - - - - - - 57,031,642 Balance at end of year - 57,031,642 - - - - 62,514,516 - - - - - - - (5,482,874) - - - - - - - 57,031,642 1 Share rights were converted according to the calculation criteria as per the Share Rights Plan as approved by shareholders on 27 May 2014 (b) Vesting profile of share rights granted to key management personnel Directors D. Vilensky– Retention rights C. Gale – Retention rights1 C. Gale – Retention rights C. Gale – Performance rights1 C. Gale – Performance rights B. Jones– Retention rights Other KMP S. Smith J. Grygorcewicz K. Griffin Number Grant date 4,235,923 9,005,323 9,276,923 48,026,319 4,569,231 3,269,231 19/2/2018 31/10/2016 19/2/2018 31/10/2016 19/2/2018 19/2/2018 - - - - - - Vested in year (%) Net change other (%) Date at which share rights are to be vested 100% - 100% - 3% 100% - - - - - - - (97%)2 - - - - 16/3/2018 31/10/2019 16/3/2018 31/10/2019 16/3/2018 16/3/2018 - - - 1 Performance rights are subject to the vesting conditions being satisfied after the Measurement Period of 3 years commencing 1 January 2016. These performance rights lapsed subsequent to balance date on 29 March 2019. 2 4,569,231 of the performance rights issued to Mr Gale during the year lapsed as they did not meet the vesting criteria. 31 | P a g e For personal use only DIRECTORS’ REPORT (c) Option holdings of key management personnel The number of options held by directors and other key management personnel both directly and indirectly are set out below. 31 Dec 2018 Directors D. Vilensky C. Gale B. Jones Other KMP S. Smith J. Grygorcewicz K. Griffin S. Moyle 31 Dec 2017 Directors D. Vilensky C. Gale B. Jones Other KMP S. Smith J. Grygorcewicz K. Griffin Balance at start of year Granted as remuneration Exercised Net change other Balance at end of year Vested exercisable Vested not exercisable - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1,000,000 1,000,000 - - 1,000,000 1,000,000 - - - 1,000,000 - - 1,000,000 - - - - - - - - Balance at start of year Granted as remuneration Exercised Net change other Balance at end of year Vested exercisable Vested not exercisable 1,502,370 2,926,073 1,562,494 - - - 5,990,937 - - - - - - - - - - - - - - (1,502,370)1 (2,926,073)1 (1,562,494)2 - - - (5,990,937) - - - - - - - - - - - - - - - - - - - - - 1 Options expired during the period unexercised. The options were initially granted on 7 August 2015. 2 Options expired during the period unexercised. The options were initially granted on 26 February 2016. (d) Loans to key management personnel At the Annual General Meeting held 28 May 2018, shareholders approved the adoption of the Latin Resources Limited Loan Funded Share Plan and also approved the issue of 100,000,000 loan funded shares to directors. The loan funded shares are issued at cost of 1.1 cents per share and funded by a loan from the Company. The loans are interest free and with limited recourse to the participant and are unquoted shares until the loan has been repaid. The Plan requires the loan to be repaid in full before the participant can sell their shares. (e) Other transactions with key management personnel Refer Note 23 for details of other transactions with directors. There were no other transactions with other key management personnel during the current or prior year. This Report is signed in accordance with a resolution of the Board of Directors. David Vilensky Chairman Signed on 31 March 2019 32 | P a g e For personal use only CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the twelve months ended 31 December 2018 Interest revenue Other income and losses Depreciation and amortisation expense Employee benefits expense Finance expenses Equity share of associated company loss Exploration and evaluation expenditure Profit/(Loss) on fair value of financial assets through profit or loss Other expenses Loss before tax Income tax benefit Loss for the year Notes 31 Dec 2018 $ 31 Dec 2017 $ 5 13 6(a) 6(b) 12 14 6(c) 7 704 (1,799,700) (15,875) (1,259,775) (1,195,855) (34,275) - (214,500) (1,034,200) (5,553,476) 4,550 116,945 (18,526) (490,704) (882,727) - - 264,500 (1,376,005) (2,381,967) - - (5,553,476) (2,381,967) Loss attributable to owners of the Parent Company (5,553,476) (2,381,967) Other comprehensive income Items that cannot be reclassified to profit or loss in subsequent periods: Items that may be reclassified to profit or loss in subsequent periods: Exchange differences on translating foreign operations - - 20 492,336 (822,997) Total comprehensive loss for the year attributable to owners of the Parent Company (5,061,140) (3,204,964) Basic and diluted loss per share (Cents) 8 (0.2) (0.12) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. 33 | P a g e For personal use only CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2018 ASSETS Current assets Cash and cash equivalents Trade and other receivables Assets held for sale Other financial assets Total current assets Non-current assets Trade and other receivables Plant and equipment Investments accounted for using the equity method Exploration and evaluation assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Interest bearing loans and borrowings Deferred consideration Provisions Total current liabilities Non-current liabilities Deferred consideration Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity Reserves Accumulated losses Total equity Notes 31 Dec 2018 $ 31 Dec 2017 $ 9(a) 10(a) 11 12 10(b) 13 12 14 15 16 17(a) 18 17(b) 204,764 751,708 - 43,700 1,000,172 995,492 141,193 2,898,233 348,610 4,383,528 1,824,598 80,374 1,051,214 8,866,009 11,822,195 12,822,367 1,700,263 65,541 - 6,368,500 8,134,304 12,517,832 1,100,194 2,235,341 22,000 65,234 3,422,769 855,801 65,000 22,000 45,885 988,686 8,036,068 8,036,068 11,458,837 1,363,530 6,364,308 6,364,308 7,352,994 5,164,838 19 20 21 45,902,186 9,844,845 (54,383,501) 1,363,530 46,437,382 7,557,481 (48,830,025) 5,164,838 The above consolidated statement of financial position should be read in conjunction with accompanying notes 34 | P a g e For personal use only CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the twelve months ended 31 December 2018 Contributed equity Share based payment reserve $ $ Foreign currency translation reserve $ Accumulated losses Total $ $ Balance at 1 January 2017 42,041,903 2,532,576 5,558,345 (46,448,058) 3,684,766 Loss for the year Other comprehensive income Total comprehensive loss Issue of shares Share based payments Transaction costs Balance at 31 December 2017 Loss for the year Other comprehensive loss Total comprehensive loss Issue of shares Share based payments Transaction costs Balance at 31 December 2018 - - - 4,874,890 - (479,411) 46,437,382 - - - - 164,557 125,000 2,822,133 - - - 595,720 - (1,130,916) 45,902,186 - - 687,885 1,107,143 4,617,161 - (822,997) (822,997) - - - 4,735,348 - 492,336 492,336 - - - 5,227,684 (2,381,967) - (2,381,967) - - - (48,830,025) (5,553,476) - (5,553,476) - - - (54,383,501) (2,381,967) (822,997) (3,204,964) 4,874,890 164,557 (354,411) 5,164,838 (5,553,476) 492,336 (5,061,140) 595,720 687,885 (23,773) 1,363,530 The above consolidated statement of changes in equity should be read in conjunction with accompanying notes. 35 | P a g e For personal use only CONSOLIDATED STATEMENT OF CASH FLOWS For the twelve months ended 31 December 2018 Cash flows from operating activities Receipts from other income Payments to suppliers and employees Interest received Interest paid Net cash flows used in operating activities Cash Flows from investing activities Payments for plant and equipment Proceeds from sale of exploration and evaluation assets Proceeds from sale of investments Purchase of equity investments in listed entities Payments for exploration and evaluation assets Proceeds from security deposits Net cash flows used in investing activities Cash flows from financing activities Proceeds from the issue of equity Transaction costs of issuing shares Proceeds from borrowing Transaction costs of borrowings Repayment of borrowings Net cash from financing activities Net (decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the year Net foreign exchange difference Cash and cash equivalents at the end of the year Notes 31 Dec 2018 $ 31 Dec 2017 $ 34,745 (1,969,145) 704 (34,824) (1,968,520) (31,444) 189,873 237,360 - (1,681,627) (13,590) (1,299,428) - (23,775) 2,600,000 (91,000) (66,620) 2,418,605 (849,343) 995,492 58,615 204,764 27,926 (1,976,425) 4,548 (30,000) (1,973,951) (12,929) - 208,372 - (2,623,514) 2,629 (2,425,442) 4,849,738 (354,411) - - (435,000) 4,060,327 (339,066) 1,338,668 (4,110) 995,492 9(b) 13 19 9(a) The above consolidated statement of cash flows should be read on conjunction with accompanying notes. 36 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS 1. Corporate information The consolidated financial statements of the Group, being Latin Resources Limited (the Company or Parent) and its subsidiaries (collectively, the Group), for the year ended 31 December 2018 were authorised for issue in accordance with a resolution of the directors on 31 March 2019. Latin Resources Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The nature of the operations and principal activities of the Group are described in the directors’ report. Information on the Group’s structure and other related party relationships is provided in Note 23(c). 2. Summary of significant accounting policies (a) BASIS OF PREPARATION The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared on a historical cost basis except for certain financial instruments which are fair value. The financial report is presented in Australian dollars and all values are rounded to the nearest dollar unless otherwise stated. (b) COMPLIANCE WITH IFRS The financial report also complies with International Financial reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board. (c) CHANGE IN ACCOUNTING POLICY AND DISCLOSURES. The accounting policies adopted are consistent with those of the previous financial year except as noted below. (d) NEW ACCOUNTING STANDARDS AND INTERPRETATIONS Application of new and revised Accounting Standards The Group has considered the implications of new and amended Accounting Standards applicable for the annual reporting periods beginning after 1 January 2018 but determined that their application to the financial statements is either not relevant or not material. A number of new standards, amendments to standards and interpretations issued by the AASB which are not yet mandatorily applicable to the Group have not been applied in preparing these consolidated financial statements. Those which may be relevant to the Group are set out below. The Group does not plan to adopt these standards early. Standards and Interpretations issued but not yet adopted: • AASB 16: Leases This Standard supersedes AASB 117 Leases, Interpretation 4 Determining whether an Arrangement contains a Lease, IC-15 Operating Leases—Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a lease. The new standard will be effective for annual periods beginning on or after 1 January 2019. Early application is permitted, provided the new revenue standard, AASB 15 Revenue from Contracts with Customers, has been applied, or is applied at the same date as AASB 16 The key features of AASB 16 are as follows: Lessee accounting - - - - Lessees are required to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee measures right-of-use assets similarly to other non-financial assets and lease liabilities similarly to other financial liabilities. Assets and liabilities arising from a lease are initially measured on a present value basis. The measurement includes non-cancellable lease payments (including inflation-linked payments), and also includes payments to be made in optional periods if the lessee is reasonably certain to exercise an option to extend the lease, or not to exercise an option to terminate the lease. AASB 16 contains disclosure requirements for lessees. 37 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS Lessor accounting - - AASB 16 substantially carries forward the lessor accounting requirements in AASB 117. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. AASB 16 also requires enhanced disclosures to be provided by lessors that will improve information disclosed about a lessor’s risk exposure, particularly to residual value risk. • Other standards not yet applicable There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. (e) BASIS OF CONSOLIDATION The consolidated financial statements comprise the financial statements of Latin Resources Limited and its subsidiaries as at the end of each reporting period. Subsidiaries are all those entities over which the Group has the power to govern the financial and operating policies so as to obtain benefits from their activities. Information regarding subsidiaries is disclosed in Note 23(c). The financial statements of subsidiaries are prepared for the same reporting period as the Parent company, using consistent accounting policies or 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. In preparing the consolidated financial statements, all inter-company balances and transactions, income and expenses and profits and losses resulting from inter-group transactions, have been eliminated in full. Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be consolidated from the date on which control is transferred out of the Group. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The acquisition method of accounting involves recognising at acquisition date, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. The identifiable assets acquired and the liabilities assumed are measured at their acquisition date fair values. The difference between the above items and the fair value of the consideration (including the fair value of any pre- existing investment in the acquiree) is goodwill or a discount on acquisition. (f) COMPARATIVE INFORMATION Certain comparative information in the financial report may have been reclassified to aid comparability with the current year. (g) GOING CONCERN The financial report has been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. For the year ended 31 December 2018 the consolidated entity incurred a loss of $5,553,476 (2017 $2,381,967), had net cash outflows from operating and investing activities of $3,267,948 (2017: $4,399,393) and had net working capital deficit of $2,422,597 as at 31 December 2018 (2017: surplus $496,609 excluding assets held for sale). These conditions indicate a material uncertainty that may cast significant doubt about the company and the consolidated entity’s ability to continue as a going concern. At the date of this report, the directors are satisfied there are reasonable grounds to believe that the Group will be able to continue its planned operations and the Group will be able to meet its obligations as and when they fall due because the directors are confident that the Group will be able to realise certain of its assets or seek alternative sources of funding if required. Should the Group not achieve the matters set out above, there is uncertainty whether the Group would continue as a going concern and therefore whether it would realise its assets and extinguish its 38 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS liabilities in the normal course of business and at the amounts stated in the financial report. The consolidated financial statements do not include any adjustment relating to the recoverability or classification of recorded asset amounts or to the amounts or classification of liabilities that might be necessary should the Group not be able to continue as a going concern. (h) SEGMENT REPORTING An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. Operating segments have been identified based on the information provided to the chief operating decision makers being the Board. Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements. The Group determines and presents operating segments based on the information internally provided to the Board. (i) REVENUE Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties. The following specific recognition criteria must also be met before revenue is recognised: Interest income Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset. (j) CURRENT VERSUS NON-CURRENT CLASSIFICATION The Group presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is: • • • • Expected to be realized or intended to be sold or consumed in normal operating cycle; Held primarily for the purpose of trading; Expected to be realized within twelve months after the reporting period; or Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current. A liability is current when: • • • • It is expected to be settled in a normal operating cycle; It is held primarily for the purpose of trading; It is due to be settled within twelve months after the reporting period; or There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. 39 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS (k) INCOME TAX Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. Deferred income tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except: • when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or • when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except: • when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or • when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities related to the same taxable entity and the same taxation authority. (l) GOODS AND SERVICES TAX Revenues, expenses and assets are recognised net of the amount of GST except: • when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables are stated with the amount of GST included. • The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. 40 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. (m) LEASES Leases in which a significant portion of the risks and rewards of ownership benefits are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to Profit or Loss on a straight lined basis over the life of the lease. (n) BORROWING COSTS Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other bowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. (o) EARNINGS PER SHARE Basic earnings per share Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the 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. (p) CASH AND CASH EQUIVALENTS Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities in the Statement of Financial Position. (q) FINANCIAL ASSETS Shares held for trading have been classified as financial assets at fair value through profit or loss. Financial assets held for trading purposes are stated at fair value, with any resultant gain or loss recognised in profit or loss. The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the reporting date. Assets in this category are classified as current assets if they are expected to be realised within 12 months otherwise they are classified as non-current assets. (r) PROPERTY, PLANT & EQUIPMENT Plant and equipment is stated at cost less accumulated depreciation and any impairment in value. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows: Plant and equipment - over 3 to 5 years; and • • Motor Vehicles - over 8 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An item of plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period the item is derecognised. 41 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS (s) EXPLORATION AND EVALUATION EXPENDITURE Expenditure on exploration and evaluation expenditure is accounted for in accordance with the ‘area of interest’ method. Exploration and evaluation expenditure is capitalised provided the rights to tenure of the area of interest is current and either: • • the exploration and evaluation activities are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or exploration and evaluation activities in the area of interest have not, at the reporting date, reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or relating to, the area of interest are continuing. When technical feasibility and commercial viability of extracting a mineral resource have been demonstrated then any capitalised exploration and evaluation expenditure is reclassified as capitalised ‘Mine properties in development’. Prior to reclassification, capitalised exploration and evaluation expenditure is assessed for impairment. The carrying value of capitalised exploration and evaluation expenditure is assessed for impairment at the cash generating unit level whenever facts and circumstances suggest that the carrying value of the asset may exceed its recoverable amount. An impairment exists when the carrying amount of an asset or cash generating unit exceeds its estimated recoverable amount. The asset or cash generating unit is then written down to its recoverable amount. Any impairment losses are recognised in the statement of profit or loss and other comprehensive income. Refer Note 3 and 14 for details regarding the impairment charge for the reporting period. (t) TRADE AND OTHER PAYABLES Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition. (u) DEFERRED CONSIDERATION Deferred consideration arises when settlement of all or any part of the cost of an exploration and evaluation properties is deferred. It is stated at fair value at the date of acquisition, which is determined by discounting the amount due to present value at that date. Interest is imputed on the fair value of non-interest bearing deferred consideration at the discount rate and capitalised as part of exploration and evaluation properties. At each balance sheet date deferred consideration comprises the remaining deferred consideration valued at acquisition plus interest imputed on such amounts from acquisition to the balance sheet date. (v) PROVISIONS Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. Provisions are measured at the present value of managements best estimate of the expenditure required to settle the present obligation at the balance sheet date. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs. 42 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS (w) FINANCIAL LIABILITIES Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments. Subsequent measurement The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. Loans and borrowings After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate method (EIR). Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. This category generally applies to interest-bearing loans and borrowings. For more information, refer to Note 16. (x) EMPLOYEE BENEFITS Wages, salaries, annual leave and sick leave Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date are recognised in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable. Long service leave and other employment entitlements The liability for long service leave and other employment entitlements is recognised and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows. (y) FOREIGN CURRENCY TRANSLATION Functional and presentation currency The consolidated financial statements are presented in Australian dollars, which is Latin Resources Limited’s functional and presentation currency. Each entity in the Group determines its own functional currency based on the primary economic environment and items included in the financial statements of each entity are measured using that functional currency. Transactions and balances Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency at the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at a rate of exchange ruling at the reporting date. All exchange differences in the consolidated financial statements are taken to the profit or loss with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign operation. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in the profit or loss. On disposal of a foreign operation, the cumulative amount recognised in equity relating to that 43 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS particular foreign operation is recognised in the profit or loss. Tax charges and credits attributable to exchange differences on those borrowings are also recognised in equity. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Group companies The functional currency of Peruvian Latin Resources SAC, Minera Dylan SAC, Recursos Latinos S.A. and Mineracao Ferro Nordeste Ltda is United States dollars. The functional currency of these subsidiaries has been translated into Australian dollars for presentation purposes. The assets and liabilities of this subsidiary are translated using the exchange rates prevailing at the reporting date; revenues and expenses are translated using average exchange rates for the period; and equity transactions eliminated on consolidation are translated at exchange rates prevailing at the dates of transactions. The resulting difference from translation is recognised in a foreign currency translation reserve through other comprehensive income. (z) INVESTMENT IN ASSOCIATES An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control over those policies. The considerations made in determining significant influence are similar to those necessary to determine control over subsidiaries. The Group’s investment in its associates is accounted for using the equity method. Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the associate since the acquisition date. The statement of profit or loss reflects the Group’s share of the results of operations of the associate. (aa) SHARE BASED PAYMENT TRANSACTIONS Equity-settled share-based payments are measured at the fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in the Statement of comprehensive income such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves. Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. For cash-settled share-based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each reporting date. (aa) FAIR VALUE OF ASSETS AND LIABILITIES The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: • • In the principal market for the asset or liability; or In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. 44 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • • • Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities; Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; or Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. 3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS In the process of applying the Group’s accounting policies management makes judgements. In addition the carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: Determination of mineral resources and ore reserves The Group reports its mineral resources and ore reserves in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2004 Edition (the JORC code) as a minimum standard. The information on mineral resources and ore reserves were prepared by or under the supervision of Competent Persons as defined in the JORC code. There are numerous uncertainties inherent in estimating mineral resources and ore reserves and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately, result in reserves or resources being restated. Impairment of Exploration and evaluation assets The Group accounts for Exploration and evaluation assets in accordance with its policy (refer Note 1(s)). An impairment exists when the carrying amount of an asset or cash generating unit exceeds its estimated recoverable amount. The asset or cash generating unit is then written down to its recoverable amount. Any impairment losses are recognised in the statement of profit or loss and other comprehensive income. The Group’s projects are considered to not be at the stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. The future recoverability of Exploration and evaluation assets is dependent on a number of factors, including whether the Group decides to exploit the related concession itself or, if not, whether it can successfully recover the related exploration and evaluation asset through sale. Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. To the extent that capitalised Exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made. No concessions were relinquished during 2018 and no impairment charge was made. 45 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS Share-based payment transactions The Group measures the cost of equity-settled and cash-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model and the assumptions and carrying amount at the reporting date. Deferred income tax benefit from carried forward tax losses The future recoverability of the carried forward tax losses are dependent upon Group’s ability to generate taxable profits in the future in the same tax jurisdiction in which the losses arise. This is also subject to determinations and assessments made by the taxation authorities. The recognition of a deferred tax asset on carried forward tax losses (in excess of taxable temporary differences) is dependent on management’s assessment of these two factors. The ultimate recoupment and the benefit of these tax losses could differ materially from management’s assessment. 4. OPERATING SEGMENT INFORMATION The Group has identified its operating segments in accordance with its accounting policy as set out in Note 2(h) and based on the internal reports that are reviewed and used by the Board (chief operating decision maker) in assessing performance and in determining the allocation of resources. The Group’s four operating segments are Australia, Brazil, Peru and Argentina. The following is an analysis of the Group’s revenues, results, assets, liabilities by reportable operating segment. Peru $ Argentina $ Brazil $ 2018 Revenue Interest revenue Other income Total revenue Results Depreciation & amortisation expense Share based payments Interest expense Loss on sale of exploration project Net foreign exchange gain(loss) Other expenses Share of Associate Company loss Unwinding of interest Total expenses Segment loss Australia $ 704 133,360 134,064 (4,211) (394,754) (224,574) (447,993) (39,862) (1,529,805) (34,275) - (2,675,474) - 179,448 179,448 (11,664) - (1,589) (1,086,997) (318,588) (426,621) - (961,628) (2,807,087) - - - - - - - (219,068) (165,359) - - (384,427) Total $ 704 312,808 313,512 (15,875) (394,754) (226,163) (1,534,990) (577,518) (2,121,785) (34,275) (961,628) (5,866,988) (5,553,476) - - - - - - - - - - - - (2,541,410) (2,627,639) (384,427) Segment assets 4,926,624 7,072,540 1,301,642 29,213 12,822,367 Segment liabilities (2,510,223) (8,847,856) (58,534) (42,224) (11,458,837) Additions to non-current assets Plant & equipment Exploration & evaluation assets Total additions to non-current assets 14,239 - 14,239 10,571 67,722 80,293 6,634 1,658,084 1,664,718 - - 31,444 1,727,806 1,759,250 46 | P a g e For personal use only 1 Includes the fair value gain of $264,500 on financial assets through profit or loss NOTES TO THE FINANCIAL STATEMENTS 2017 Revenue Interest revenue Other income1 Total revenue Results Depreciation & amortisation expense Share based payments Interest expense Other expenses Unwinding of interest Net foreign exchange gain Segment loss Segment assets Australia Peru Argentina Brazil Total 4,550 354,006 358,556 - 27,439 27,439 - - - (2,025) (41,140) (45,588) (1,307,225) - (23,352) (1,419,330) (1,060,774) (16,501) - (2,343) (160,867) (821,314) - (1,001,025) (973,586) - - (1,567) (346,040) - - (347,607) (347,607) - - - - - - - - - - - 4,550 381,445 385,995 (18,526) (41,140) (49,498) (1,814,132) (821,314) (23,352) (2,767,962) (2,381,967) 2,213,640 7,168,759 3,103,949 31,484 12,517,832 Segment liabilities (198,211) (7,082,203) (27,075) (45,505) (7,352,994) Additions to non-current assets 12,929 Plant & equipment 2,623,514 Exploration & evaluation assets Total additions to non-current assets 2,636,443 Segment loss represents the loss incurred by each segment without allocation of corporate overhead costs. This is the information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance. - 2,170,673 2,170,673 12,929 452,841 465,770 - - - - - - 5. OTHER INCOME AND LOSSES Sundry income Profit on sale of shares Loss on sale of exploration project Net foreign exchange gain(loss) 1 Loss on sale of Ilo Copper project is determined as follow: Total consideration received Exploration costs Less – previously written off Loss on sale of exploration projects 6. EXPENSES (a) Employee benefits expense Employee benefits and Director Fees Employee Share based payments (refer note 22) 2018 $ 179,448 133,360 (1,534,990) (577,518) (1,799,700) 1,297,921 (5,832,911) 3,000,000 (1,534,990) 2018 $ 865,021 394,7541 1,259,775 2017 $ 27,926 112,371 - (23,352) 116,945 - - - - 2017 $ 449,564 41,1401 490,704 1 Out of Employee share based payments of $555,684 (2017: $164,557), a portion of $394,754 (2017: $41,140) was expensed during the year with the balance being capitalised. 47 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS (b) Finance expenses Bank fees and charges Interest expense Unwinding of the effective interest rate1 Other finance charges2 2018 $ 6,592 226,162 961,628 1,473 1,195,855 2017 $ 8,490 49,498 821,314 3,425 882,727 1 Unwinding of the effective interest rate refers to the discounting of the remaining cost of the concessions relating to the Guadalupito project $961,628 (2016: $742,306). (c) Other expenses Administration expenses Corporate expenses Net foreign exchange loss Occupancy expenses 7. INCOME TAXES The components of income tax benefit comprise: Current income tax benefit Deferred income tax benefit Income tax benefit reported in the consolidated statement of profit or loss and other comprehensive income Income tax expense recognised in equity Accounting loss before tax At the statutory income tax rate of 27.5% (in Australia and Peru) Other non-deductible expenditure for income tax purposes R&D tax rebate claim Unrecognised tax losses Income tax benefit reported in the consolidated statement comprehensive income Deferred tax assets Carried forward revenue losses - Australia Carried forward revenue losses - Peru Carried forward revenue losses - Brazil Carried forward revenue losses - Argentina Exploration and evaluation assets Provisions and accruals Other Gross deferred tax asset Offset against deferred tax liability Unrecognised tax losses Deferred tax liabilities Exploration and evaluation assets Plant and equipment Gross deferred tax liability Offset against deferred tax asset Net deferred tax liability 161,338 814,860 - 58,002 1,034,200 106,468 945,184 268,572 55,781 1,376,005 2018 $ - - - 2017 $ - - - (5,553,476) (1,527,206) 1,527,206 (2,381,967) (655,041) (589,653) - 1,244,694 - - 5,228,501 (2,200,235) 197,776 150,589 34,688 19,659 515,382 3,946,360 - 3,946,360 - - - - 4,542,919 (1,436,394) 197,776 44,872 13,485 (59,465) 315,577 3,618,770 - 3,618,770 - - - - - 48 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS 8. EARNINGS PER SHARE Basic and diluted earnings per share 2018 Cents (0.2) $ 2017 Cents (0.12) $ Loss used in calculating basic and diluted earnings per share (5,553,476) (2,381,967) Weighted average number of ordinary shares used in calculating basic and diluted earnings per share* Number Number 2,720,551,476 1,944,631,751 * The weighted average number of shares takes into account the weighted average effect of changes in share transactions during the year. At balance date there were 1,017,738,109 (2017: 259,375,000) share options and 65,031,642 (2017: 65,031,642) share rights on issue which were anti-dilutive and therefore excluded from the weighted average number of ordinary shares used in calculating dilutive earnings per share. 9. CASH (a) Cash and short term deposits Cash in hand Cash at bank 2018 $ 309 204,455 204,764 2017 $ 327 995,165 995,492 (b) Reconciliation of net loss after income tax to net cash flows from operating activities: Loss for the year (5,553,476) (2,381,967) Adjustments to reconcile loss after tax to net cash flows from operating activities: (Gain) on sale of investments (Gain) on fair value of financial assets through profit and loss Loss on sale of Ilo Copper Project Depreciation Shares issued to settle creditors Accrued interest payable Share of loss attributable to investment in associated companies Share based payments Net foreign exchange loss/(gain) Unwinding of the effective interest rate Working capital adjustments: (Increase)/decrease in trade and other receivables Increase/(decrease) in trade and other payables Increase/(decrease) in provisions for annual leave Net cash flows used in operating activities (133,360) 214,500 1,534,990 15,875 - 226,162 34,275 394,754 577,518 961,628 (505,128) 244,393 19,349 (1,968,520) (112,372) (264,500) 18,526 25,151 - - 41,140 23,352 821,314 (85,854) (61,631) 2,890 (1,973,951) Non-cash financing and investing activities During the year the Company issued 95,294,119 shares to settle liabilities amounting to $360,000. Sale proceeds on the sale of the Ilo Copper project were settled by the issue of 19,000,000 Westminster Resources Limited shares valued at $1,085,489. Share of loss attributable to associate company was $34,275. There were no other non-cash financing and investing activities. 49 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS 10. TRADE AND OTHER RECEIVABLES (a) Current Trade receivables Other receivables Related party receivables Goods & services tax Prepayments 2018 $ 281,424 396,877 7,822 16,059 49,526 751,708 2017 $ 52,697 67,896 - 11,953 8,647 141,193 The current trade and other receivables at 31 December 2018 were neither provided for or impaired and are considered fully recoverable. Other receivables includes collateral shares issued to convertible note holder totalling $244,722 (2017:$15,000). (b) Non-Current Goods & services tax1 2018 $ 2017 $ 1,824,598 1,700,263 1 The Non-current Goods and services tax/value added tax (GST/VAT) refers to a receivable by the company’s subsidiary in Peru which can only be offset against GST/VAT attributable to future sales. 11. ASSETS HELD FOR SALE Assets held for sale 2018 $ - 2017 $ 2,898,2331 1 Assets held for sale comprised the Group’s Peruvian Ilo Copper assets which was concluded during the year. 12. OTHER FINANCIAL ASSETS Current Asset Security deposits and bonds Shares in listed entities¹ 2018 $ 43,700 - 43,700 1 Shares in listed entities have been fair valued using Level 1 inputs of the fair value hierarchy. Non-current Asset Shares in listed entities Associated Company Investment – at cost 1 Less – Equity Share of Associated Company loss 2018 $ 1,085,489 (34,275) 1,051,214 2017 $ 30,110 318,500 348,610 2017 $ - - - 1 Investment in Associate arising from settlement of the sale of the Peru Ilo copper project. At balance date the Company has a 41.02% direct shareholding in the capital of Westminster Resources Limited.. 50 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS 13. PLANT AND EQUIPMENT Furniture and equipment At cost Less: Accumulated depreciation Furniture and equipment Balance at beginning of period Additions Disposals Depreciation expense Effects of exchange rate movements Balance at end of period Net book value 14. EXPLORATION AND EVALUATION ASSETS Balance at beginning of period Additions Transferred to assets held for sale Disposals Write-back of impairment in previous years in relation to disposed assets Foreign currency translation movement Balance at end of period 15. TRADE AND OTHER PAYABLES Trade payables Other payables Accruals Trade payables are generally 30 day terms from end of month of supply. 16. INTEREST BEARING LOANS AND BORROWINGS Convertible Security Funding 1 Loan 1 Convertible Security Funding 2018 $ 210,027 (129,653) 80,374 65,541 31,444 - (15,875) (736) 80,374 80,374 2018 $ 6,368,500 1,727,806 2,898,233 (5,832,911) 3,000,000 704,381 8,866,009 2018 $ 986,697 75,997 37,500 1,100,194 2018 $ 2,235,341 - 2,235,341 2017 $ 179,319 (113,778) 65,541 76,827 12,929 - (18,526) (5,689) 65,541 65,541 2017 $ 7,842,533 2,623,514 (2,898,233) - - (1,199,314) 6,368,500 2017 $ 753,711 60,874 41,216 855,801 2017 $ - 65,000 65,000 The Convertible security provides a funding limit of $6 million and repayable in either cash or shares at the election of the Company. The Facility is for a period of 24 months with a maturity date of 26 June 2020. The convertible note holder has the election of requesting repayment of the original convertible note valued at $2,000,000 by acquiring a direct 5% interest in the Argentine Projects. Security for the facility is provided by a general security agreement by the Company in favour of Lind and pledges over all shares in each subsidiary and the Company. A total of 44,500,000 ordinary fully paid shares (collateral shares) have been issued as to the convertible note holder. As part of the transaction costs the company issued 110,000,000 listed options exercisable at 1 cent per share expiring 12 October 2019 and 166,666,667 unlisted options exercisable at 0.43 cents per share expiring 18 December 2022. 51 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS 17. DEFERRED CONSIDERATION (a) Current (b) Non-current TOTAL 2018 $ 22,000 2017 $ 22,000 8,036,068 6,364,308 8,058,068 6,386,308 The deferred consideration balances reflect the current and non-current portions of the present value of the remaining US$10.0 million (31 December 2017: US$10.1 million) the Group is required to pay in cash and shares for the acquisition of the concessions relating to the Guadalupito project. The deferred consideration is payable as follows: Share issues - January 2019 4,000,000 fully paid shares These shares have not been issued subsequent to balance date as the Company seeks to re-negotiate the payment terms under the Sale Agreement. Cash Payments - - - - - The favourable feasibility study is to be published no later than July 2019. Within 6 months of favourable feasibility study Within 18 months of favourable feasibility study Within 30 months of favourable feasibility study Within 42 months of favourable feasibility study Within 54 months of favourable feasibility study US$250,000 US$750,000 US$1,000,000 US$2,000,000 US$6,000,000 18. PROVISIONS Employee benefits – Leave entitlements 19. CONTRIBUTED EQUITY (a) Issued capital Issued shares (b) Movements in issued capital Issued shares Balance at 1 January 2017 Exercise of options Deferred rights conversion Placement Placement Settlement of creditors Placement Settlement of creditors Concession consideration Placement Transaction costs Balance 1 January 2018 2018 $ 65,234 2018 $ 2017 $ 45,885 2017 $ 45,902,186 46,437,382 Number $ 1,577,398,098 14,054,768 7,403,798 213,728,500 250,000,000 2,522,049 428,571,457 1,687,500 2,000,000 125,000,000 - 2,622,366,170 42,041,903 281,095 - 1,068,644 1,000,000 10,401 1,500,000 6,750 8,000 1,000,000 (479,411) 46,437,382 52 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS Movements in issued capital – continued Balance 1 January 2018 Deferred rights conversion Collateral shares 1 Convertible Security repayment – October 2018 2 Convertible Security repayment – November 2018 2 Convertible Security repayment – December 20182 Collateral shares 3 Employee shares4 Loan funded shares 5 Cost of Broker options issues 6 Transaction costs 2,622,366,170 24,510,350 37,000,000 26,666,667 33,333,334 35,294,118 7,500,000 2,000,000 100,000,000 - - 2,888,670,639 46,437,382 - 207,222 120,000 120,000 120,000 22,500 6,000 - (1,107,143) (23,775) 45,902,186 1 Collateral shares issued as security for initial drawdown under Convertible Security Funding Agreement 2 Repayment of Convertible security Funding in shares at $120,000 per month. 3 Collateral shares issued as security for additional drawdown under Convertible Security Funding Agreement. 4 On 18 December 2018 issued employee shares under Employment Agreement. 5 Loan funded shares issued to Directors and approved for issue by shareholders at the Annual General Meeting held 28 May 2018. 6 Valuation of options issued in conjunction with placement issues in October and November 2018 and approved for issue by shareholders at the General Meeting held on 19 February 2018. 20. RESERVES (a) Foreign currency translation reserve Balance at beginning of year Foreign currency translations Balance at the end of the year (b) Share based payments reserve Balance at the beginning of year Capital raising costs – issue of broker options Loan establishment costs Share based payments Balance at the end of the year Total reserves Nature and purpose of reserves 2018 $ 4,735,348 492,336 5,227,684 2018 $ 2,822,133 1,107,143 138,201 549,684 4,617,161 2017 $ 5,558,345 (822,997) 4,735,348 2017 $ 2,532,576 125,000 - 164,557 2,822,133 9,844,845 7,557,481 Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. Share based payments reserve The share based payments reserve is used to recognise the value of equity benefits provided to directors, employees and other parties. Refer Note 22 for further details regarding share based payments. 53 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS Options outstanding (includes share based payment options and non-share based payment options) Balance at 1 January 2018 Issued during the year – quoted1,2,3 Issued during the year – unquoted Options lapsed Balance at 31 December 2018 Number of options Weighted average exercise price 259,375,000 601,071,442 166,666,667 (9,375,000) 1,017,738,109 $0.02 $0.01 $0.0043 $0.008 $0.01 Consisting of: Quoted options - exercisable at $0.01 per share expiring 12 October 2019 Unquoted options - exercisable at $0.0043 cents per share expiring 18 December 2022 851,071,442 166,666,667 1 214,285,728 free attaching placement listed options were issued on a 1 for 2 basis in relation to the placement completed in November 2017 and approved for issue by shareholders in general meeting held on 19 February 2018. 2 276,785,714 free listed options were issued to brokers of the October 2017 and November 2017 placements for capital raising services provided and approved for issue by shareholders in general meeting held on 19 February 20018. 3 110,000,000 listed options granted to the convertible note holder. SHARE BASED PAYMENTS RESERVE The share based payments reserve is used to recognise the value of equity benefits provided to directors, employees and other parties. Refer Note 22 for further details regarding share based payments. 21. ACCUMULATED LOSSES Balance at the beginning of the year Loss after income tax Balance at the end of the year 22. SHARE BASED PAYMENTS Expenses arising from share based payment transactions to key management personnel Employee share benefits payments 2018 $ (48,830,025) (5,553,476) (54,383,501) 2017 $ (46,448,058) (2,381,967) (48,830,025) 2018 $$ 2017 $ 555,684 164,557 Employee share based payments benefits totalled $555,684, of which $394,754 was expensed during the year with the balance being capitalised. (a) Share rights Incentive rights plan The Incentive rights plan was approved by shareholders on 30 November 2012 for the purpose of attracting, motivating and retaining key employees and providing them with the opportunity to participate in the future growth of the Group. Under the plan the Group may offer share rights to eligible persons. Executive directors and full time and permanent part time employees are eligible persons for the purposes of the Incentive rights plan. Share rights issued under the Incentive rights plan comprise of retention rights being rights that vest and may be exercised into Restricted Shares, based on completion of a period of service and performance rights, being rights that vest and may be exercised into Restricted Shares, based on achievement of specified performance objectives. The Board, based on the recommendation of the Remuneration Committee, in their absolute discretion determine 54 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS the number of share rights to be offered and any performance criteria that may apply. Offers made under the Incentive rights plan must set out the number of share rights, the vesting conditions and the measurement period. The retention and performance rights are issued for no consideration, however, the vesting of the benefits are conditional on achieving specific measurable performance measures that are aligned with the Group’s strategic objectives. Vesting of the share rights is measured over a three year interval after the commencement of the respective measurement period. At the end of the measurement period and subject to the performance measures and each share right will convert into one ordinary share in the Company. Where a director or employee ceases employment prior to their incentives vesting due to resignation or termination for cause, incentives will be forfeited. Where a director or employee ceases employment for any other reason, they may at the Board’s discretion, retain a number of unvested share rights on a pro-rata basis to reflect their period of service during the measurement period. These unvested shares only vest subject to meeting the relevant performance measures. Non-executive Director Deferred rights plan The Deferred rights plan was approved by shareholders on 27 May 2014 for the purpose of retaining Non- executive directors, controlling the cash cost of directors fees and aligning the interests of Non-executive directors with shareholders and providing them with the opportunity to participate in the future growth of the Group. Under the plan the Group may offer share rights to Non–executive directors of the Company. Share rights issued under the Deferred rights plan comprise of retention rights being rights that vest and may be exercised into Restricted Shares, based on completion of a period of service. The Board based on the recommendation of the Remuneration Committee in their absolute discretion determine the number of share rights to be offered and the criteria that may apply. Offers made under the Deferred rights plan must set out the number of share rights, the vesting conditions and the measurement period. The retention rights are issued for no consideration, however, the vesting of the benefits are conditional on achieving certain measurable performance measures. Vesting of the share rights is measured over a three year interval after the commencement of the respective measurement period. At the end of the measurement period and subject to the performance measures and the share rights will convert into one ordinary share in the Company. Where a non-executive director ceases employment prior to their incentives vesting due to resignation or termination for cause, incentives will be forfeited. Where a non-executive director ceases employment for any other reason, they may at the Board’s discretion, retain a number of unvested share options on a pro-rata basis to reflect their period of service during the measurement period. These unvested shares only vest subject to meeting the relevant performance measures. Share rights outstanding There were 65,031,642 share rights outstanding as at 31 December 2018 (2017: 65,031,642). 11,993,347, share rights vest on 31 October 2019 and 53,038,295 which have a vesting date of 31 October 2019. As at the 31 March 2019, there were 11,993,347 share rights outstanding. 55 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS Valuation of Share Rights (Retention and performance) Issued to Grant date Expiry date Quantity Exercise price Consideration Fair value at grant date 10 day VWAP at grant date Discount Maximum life 1 Of the share rights issued, 4,569,231 were performance rights which have been assessed by management to have a 25% probability of achievement. Shares issued as share based payments Loan Funded shares Directors 19 February 2018 19 February 2021 21,352,308 1 - - $0. 01024 $0.01024 10% 3 Years At the Annual General Meeting held 28 May 2018, shareholders approved the adoption of the Latin Resources Limited Loan Funded Share Plan and also approved the issue of 100,000,000 loan funded shares to directors. The loan funded shares are issued at 1.1 cents per share. The loans are interest free and with limited recourse to the participant and are unquoted shares until the loan has been paid. The Plan requires the loan to be repaid before the participant can sell their shares Loan funded shares with market based vesting conditions are also valued at the 10 day VWAP share price prior to the grant date however a 20% discount is applied to the valuation to take into account the likelihood of meeting any market based vesting conditions. Valuation of Loan Funded Shares The model inputs for loan funded shares issued during the year ended 31 December 2018 are as follows: Directors Issued to 28 May 2018 Grant date Expiry date 28 May 2020 Quantity 100,000,000 Exercise price Volatility 60% Fair value at grant date Share price at grant date $0.0007 2 Years Maximum life $0.011 $ 0.00141 (b) Options Valuation of Options to Brokers and Convertible Note Holder No options were issued to key management personnel during the year. 276,785,714 quoted options were valued at the market price of $0.004 on the grant date of 19 February 2018 (refer Note 21(b)). 110,000,000 listed options issued to the convertible note holder valued at the market price of $0.001 on the grant date of 26 June 2018. 166,666,667 unquoted options were valued using Black and Scholes valuation pricing model. Where relevant, the expected life used in the model has been adjusted based on management’s best estimate for the effects of non- transferability, exercise restrictions (including the probability of meeting market conditions attached to the option), and behavioural considerations. 56 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS Input variables Grant date share price Exercise price Expected volatility Risk-free interest rate Option life Grant date Expiry date Fair value at grant date 31 Dec 2018 $0.004 $0.0043 5% 1.93% 4 Years 18 December 2018 18 December 2022 $0.00017 31 Dec 2017 - - - - - - - - 23. RELATED PARTY DISCLOSURES Information regarding individual directors’ and executives’ compensation and equity instrument disclosures are disclosed in the Remuneration report. (a) Compensation of directors and other key management personnel Short term employee benefits Post-employment benefits Share based payments (b) Transactions with related parties 2018 $ 2017 $ 824,783 6,206 513,680 1,344,669 933,583 - 164,557 1,098,140 Bowen Buchbinder Vilenksy, a related party of Mr David Vilensky, charged fees totalling $44,000 (exclusive of GST) for the year ended 31 December 2018 in relation to legal fees. Ozinca Limited , a related party of Mr Chris Gale, was charged $59,585 for the year ended 31 December 2018 for office, secretarial services and motor vehicle hire provided by a subsidiary. At balance date an amount of $67,008 was payable to a subsidiary company by Ozinca. Westminster Resources Limited, an associated company, was charged $116,652 for the year ended 31 December 2018 for office and secretarial services provided by a subsidiary. At balance date an amount of $192,321 was payable to a subsidiary company by Westminster. (c) Subsidiaries The consolidated financial statements include the financial statements of Latin Resources Limited and its subsidiaries which are listed below. Equity holding Name of entity Peruvian Latin Resources Limited SAC (PLR) Minera Dylan SAC (MD) Mineracao Ferro Nordeste Ltda (MFN) Recursos Latinos S.A. Country of incorporation Peru Peru Brazil Argentina Associated Company Westminster Resources Limited Canada 2018 % 100 100 100 100 41.02% 2017 % 100 100 100 100 - Peruvian Latin Resources Limited SAC (PLR) and Mineracao Ferro Nordeste Ltda (MFN) are effectively 100% owned by the Company through 99.9% of shares held directly and 0.1% of shares are held in trust on behalf of the Company. Minera Dylan SAC is 50% each owned by the Company and PLR. The Company has advanced funds to Recursos Latinos S.A., PLR and MFN which at the date of this report do not attract interest and are not subject to a repayment schedule. (d) Ultimate parent company Latin Resources Limited is the ultimate parent of the Group. 57 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS 24. COMMITMENTS Operating lease commitments: Not later than one year Later than one year but not later than five years Later than five years 25. CONTINGENCIES 2018 $ 170,247 - - 170,247 2017 $ 220,563 - - 220,563 Guadalupito project – Royalty obligation On February 8, 2011, Peruvian Latin Resources SAC (PLR) signed an Acquisition Agreement with 14 different vendor companies (Vendors) all with a common principal shareholder to acquire additional mining concessions for its Guadalupito project. The Acquisition Agreement requires PLR to pay the Vendors a net smelting royalty of 1.5% which is calculated on all extracted and commercialised minerals from the New concessions. The royalty is payable once commercial mining operations have been initiated and mineral products are produced, at an average rate of not less than 70% of the normal capacity of the mining facilities. 26. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group also has transactional currency exposures from operating costs and concession payments that are denominated in currencies other than the Australian dollar (AUD). The currencies in which these transactions are primarily denominated are the United States dollar (USD). The Board attempts to mitigate the effect of its foreign currency exposure by acquiring USD in accordance with budgeted expenditures when the exchange rate is favourable. Where possible receipts of USD are maintained in a USD account as a natural hedge. The USD are converted to AUD at prevailing rates as AUD funds are required. As at 31 December 2018, the Group had the following exposure to USD that is not designated in cash flow hedges: Financial assets Cash and cash equivalents Trade and other receivables Other financial assets Financial liabilities Trade and other payables Provisions Deferred consideration1 2018 $ 30,645 2,233,758 - 2,264,403 (838,346) (52,203) (8,058,068) (8,948,617) 2017 $ 855,093 1,782,467 6,410 2,643,970 (711,944) (39,850) (6,386,308) (7,138,102) Net exposure (6,684,214) (4,494,132) 1 As at 31 December 2018, the Group has an obligation to pay US$10.0 million (2017: US$10.1 million) in various instalments by 1 January 2024. The liability is recognised in the Group’s subsidiary in Peru whose functional currency is US dollars. The following sensitivity analysis is based on the judgements by management of reasonably possible movements in foreign exchange rates after consideration of the views of market commentators. The sensitivity is also based on foreign currency risk exposures to financial asset and liability balances as at 31 December 2018. The following tables demonstrate the sensitivity to a reasonably possible change in the AUD/USD exchange rate with all other variables held constant. The impact on the Group’s pre-tax profit is due to changes in the fair value of monetary assets and liabilities. The impact on the Group’s equity is due to changes in the fair value of the deferred consideration. The Group’s exposure for all other currencies is not material. 58 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS 31 December 2018 AUD/USD +10% AUD/USD -10% 31 December 2017 AUD/USD +10% AUD/USD -10% Effect on loss before tax $ Effect on equity $ 137,385 (137,385) 189,194 (189,194) 805,807 (805,807) 638,631 (638,631) The movement in pre-tax profit is a result of changes to the fair value of monetary assets and liabilities denominated in USD. The deferred consideration liability is recognised in the Group’s subsidiary in Peru whose functional currency is US dollars. Hence the sensitivity of deferred consideration is recognised in equity. The sensitivity is measured based on the carrying amount of the liabilities rather than the contractual cash outflows up to 1 January 2024. Apart from the above exposure to AUD/USD exchange rate, the Group also has an investment in listed securities listed on the TSXV and denominated in Canadian dollars (CAD). At 31 December 2018 this investment was valued at $1,051,214. A 10% movement in the AUD /CAD would result in the investment carrying value increasing/decreasing by $105,121. (a) Interest rate risk Interest rate risk is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates. The Group is exposed to interest rate risk on its cash and cash equivalent balances. The Board constantly monitors its interest rate exposure and attempts to maximise interest income by using a mixture of fixed and variable interest rates, whilst ensuring sufficient funds are available for the Group’s operating activities. As at 31 December 2018 the Group had the following exposure to Australian variable interest rate risk. The convertible security funding effective interest rate is determined on the uplift of 20% of drawn values and the associated transactions costs. Therefore the impact of prevailing market interest rate risk is minimal. Financial assets Cash and cash equivalents Convertible Security Funding 2018 $ 2017 $ 204,744 999,165 2,235,341 - Movement of 50 basis points on the interest rate (considered a reasonably possible change) would not have a material impact on the consolidated loss or equity. (b) Credit risk Credit risk is the risk to the Group if a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group’s maximum exposure to credit risk at the reporting date in relation to each class of recognised financial asset is the carrying amount of those assets as indicated in the Consolidated Statement of Financial Position. Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents (refer Note 9(a)) and trade and other receivables (refer Note 10(a) and (b)) and investment in associates (refer Note 12). The Group only trades with recognised creditworthy third parties. The Group only invests in high credit quality financial institutions with a credit rating of investment grade or better. 59 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS 31 December 2018 Trade and other payables Interest bearing liabilities Deferred consideration 31 December 2017 Trade and other payables Interest bearing liabilities Deferred consideration (c) Price risk Less than 1 month $ 1,100,194 120,000 - 1,220,194 Less than 1 month $ 641,699 65,000 - 706,699 1-3 months $ - 276,000 - 276,000 1-3 months $ - - - - 3-12 months $ - 1,404,000 22,000 1,426,000 3-12 months $ 214,102 - - 214,102 1-5 years $ - 435,341 14,168,320 14,603,661 1-5 years $ - - 2,564,103 2,564,103 5+ years $ - - - - 5+ years $ - - 10,256,410 10,256,410 Total $ 1,100,194 2,235,341 14,19,0320 17,525,855 Total $ 855,801 65,000 12,820,513 13,741,314 The Group is exposed to equity securities price risk. This arises from investments held and classified on the statement of financial position as at fair value through profit or loss. The Group is not exposed to commodity price risk. The Group’s equity investment is publicly traded on the Australian Securities Exchange (ASX). A movement of 10% in the fair value of financial assets at fair value through profit and loss (considered a reasonably possible change) on the Group’s post tax loss for the year and on equity would not have been material. (d) Capital management The Board is responsible for capital management of the Group. The Board’s objective is to ensure the entity continues as a going concern as well as to maintain an optimal structure to reduce the cost of capital. The Group is dependent from time to time on its ability to raise capital from the issue of new shares, obtain debt and its ability to realise value from its existing assets. This involves the use of cashflow forecasts to determine future capital management requirements. Capital management is undertaken to ensure a secure, cost effective and flexible supply of funds is available to meet the Group’s operating and capital expenditure requirements. As at 31 December 2018 the Group is not subject to any external capital requirements. 27. EVENTS AFTER THE REPORTING PERIOD The Company has made repayments under the Convertible Security Funding Agreement as follow- - - - - On 8 January 2019 the Company issued 44,444,445 fully paid ordinary shares in repayment of A$120,000, On 7 February 2019 the Company issued 60,000,000 fully paid ordinary shares in repayment of A$120,000, On 7 March 2019 the Company issued 70,588,236 fully paid ordinary shares in repayment of A$120,000, On 22 March 2019 the Company issued 22,500,000 fully paid ordinary shares in repayment of A$36,000. On 31 January 2019, the Company announced a Share Purchase Plan (SPP) offer to raise a total of $1,000,000 of fully paid ordinary shares issued at $0.002 per share. Funds raised were to bolster the Company’s working capital, maintain a strong net cash position and to fund exploration. The SPP closed on 7 March 2019 with the issue of 261,550,000 fully paid ordinary shares to raise $523,100. The Company intends to place the shortfall of $476,900 on the same terms as the SPP with sophisticated investors. On 7 February 2019 the Company issued 16,000,000 fully paid ordinary shares in payment of European representation services for a value EUR18,000. On 6 March 2019 the Company provided an update on recent visits to Argentina by the Chairman and Managing Director including meeting with various government officials and a presentation given to the San Luis Mining Directorate. 60 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS 28. AUDITOR’S REMUNERATION Amounts received or due and receivable by the auditor for: An audit or review of the financial report of the consolidated group Amounts received or due and receivable by related practices of the auditor for: An audit or review of the financial report of the consolidated group Other services in relation to the consolidated group Amounts received or due and receivable by non-related practices of the auditor for: An audit or review of the financial report of the consolidated group 29. PARENT ENTITY INFORMATION (a) Financial position Assets Current assets Non-current assets Total assets (i) Liabilities Current liabilities (ii) Non-current liabilities Net assets Equity Contributed equity Reserves Accumulated losses (i) Assets Balance per parent company Provision for intercompany loans and consolidation entry Balance per operating segment note (Note 4) (ii) Liabilities Balance per parent company Movement relating to mineral projects (inter-company) Balance per operating segment note (Note 4) (b) Financial performance (Loss)/Profit of the parent entity (i) Total comprehensive profit/(loss) of the parent entity 2018 $ 2017 $ 49,132 43,099 - - 49,132 - 49,132 2018 $ 560,368 9,449,886 10,010,254 2,510,224 - 2,510,224 7,500,030 - 4,000 4,000 - 47,099 2017 $ 1,308,443 13,287,448 14,595,891 214,655 - 214,655 14,381,236 45,902,186 4,617,157 (43,019,313) 7,500,030 46,437,382 2,822,134 (34,878,280) 14,381,236 10,010,254 (5,083,630) 4,926,624 14,595,891 (12,382,251) 2,213,640 2,510,224 - 2,510,224 214,655 (16,444) 198,211 (8,141,035) (8,141,035) (3,182,452) (3,182,452) 61 | P a g e For personal use only NOTES TO THE FINANCIAL STATEMENTS (i) (Loss)/Profit for the year (Loss)/Profit per parent company Provision for intercompany loans and consolidation entry Balance per operating segment note (Note 4) (c) Contingencies and commitments Operating lease commitments: Not later than one year Later than one year but not later than five years (8,141,035) 5,599,625 (2,541,410) (3,182,452) 2,121,678 (1,060,774) 160,100 - 160,100 211,382 - 211,382 62 | P a g e For personal use only DIRECTORS’ DECLARATION In accordance with a resolution of the directors of Latin Resources Limited, I state that: 1. In the opinion of the directors: (a) The financial statements and notes of Latin Resources Limited for the financial year ended 31 December 2018 are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2018 and of its performance for the year ended on that date; and (ii) complying with Accounting Standards and the Corporations Regulations 2001; (b) the financial statements and notes also comply with International Financial Reporting Standards, as stated in note 2(b); and (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. This declaration has been made after receiving the declarations required to be made to the directors by the chief executive officer and chief financial officer in accordance with section 295A of the Corporations Act 2001 for the financial year ended 31 December 2018. On behalf of the Directors David Vilensky Chairman Signed on 31 March 2019 63 | P a g e For personal use only PO Box 1908 West Perth WA 6872 Australia Level 2, 1 Walker Avenue West Perth WA 6005 Australia Tel: +61 8 9481 3188 Fax: +61 8 9321 1204 ABN: 84 144 581 519 www.stantons.com.au Stantons International Audit and Consulting Pty Ltd trading as Chartered Accountants and Consultants 29 March 2019 Board of Directors Latin Resources Limited Unit 3, 32 Harrogate Street West Leederville, WA 6007 Dear Sirs RE: LATIN RESOURCES LIMITED In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Latin Resources Limited. As Audit Director for the audit of the financial statements of Latin Resources Limited for the financial year ended 31 December 2018, 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. Yours faithfully, STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LIMITED (Trading as Stantons International) (An Authorised Audit Company) Martin Michalik Director Liability limited by a scheme approved under Professional Standards Legislation For personal use only Stantons International Audit and Consulting Pty Ltd trading as Chartered Accountants and Consultants INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF LATIN RESOURCES LIMITED Report on the Audit of the Financial Report Qualified Opinion PO Box 1908 West Perth WA 6872 Australia Level 2, 1 Walker Avenue West Perth WA 6005 Australia Tel: +61 8 9481 3188 Fax: +61 8 9321 1204 ABN: 84 144 581 519 www.stantons.com.au We have audited the financial report of Latin Resources Limited, the Company and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2018, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration. In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph the financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group's financial position as at 31 December 2018 and of its financial performance for the year then ended; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Qualified Opinion Whilst we are not aware of any inaccuracy in relation to the $2,235,341 Convertible Security Funding balance disclosed in the financial statements, we have not received an independent confirmation from the lender as at 31 December 2018. Accordingly, we were unable to satisfy ourselves on the completeness and accuracy of the balance outstanding as at 31 December 2018. We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion. Emphasis of Matter Material Uncertainty Regarding Going Concern, Carrying Value of Exploration and Evaluation Assets and Recoverability of the Peruvian GST Receivable We draw attention to Note 2(g), Note 14 and Note 10(b) of the financial report, which describe the going concern basis of preparation of the financial report, the carrying value of the Peruvian GST and the exploration and evaluation assets respectively. As referred to in Note 2(g) to the financial statements, the financial statements have been prepared on a going concern basis. As at 31 December 2018, the Group had working capital deficiency of $2,422,597 and had incurred a loss for the year of $5,553,476. The ability of the Group to continue as a going concern is subject to the successful recapitalisation of the Group, commencement of Liability limited by a scheme approved under Professional Standards Legislation For personal use only profitable operations or sale of the underlying projects. In the event that the Board is not successful in recapitalising the Group and in raising further funds, the Group may not be able to pay its debts as and when they become due and may be required to realise its assets and discharge its liabilities other than in the normal course of business, and at amounts different to those stated in the financial report. As referred to in Note 14 and Note 10(b) respectively, the recoverability of the Group’s carrying value of exploration and evaluation assets of $8,866,009 and GST receivable of $1,824,598 in its subsidiary in Peru is dependent on the successful commercial exploitation of the exploration and evaluation assets and/or sale of those assets at amounts in excess of the book values. In the event that the Group is not successful in commercial exploitation and/or sale of the exploration and evaluation assets, the realisable value of the Group’s assets including GST receivable in Peru may be significantly less than their current carrying values. Our opinion is not modified in respect of these matters. Key Audit Matters In addition to the matters described in the Emphasis of Matter paragraphs, we have defined the matters described below to be key audit matters to be communicated in our report. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matters How the matter was addressed in the audit Issued Capital and Share Based Payments Inter alia, our audit procedures following: included the i. Obtained an understanding of the underlying transactions; ii. For share placements, traced funds raised to bank statements and other relevant supporting documentation; iii. Audited the option valuations and assessed the assumptions used; iv. Checked that the fair-value of share rights are appropriately charged over the vesting period and allocated to expenses or capitalised exploration and evaluation expenditure as appropriate, in accordance with AASB 2; and v. Discussed with management the requirements of the relevant accounting standards and need for disclosures to achieve fair presentation and reviewed the financial statements to ensure appropriate disclosures are made. issuance of the this increased by The Group’s Contributed Equity, amounted to $45,902,186 at 31 December 2018. During the year, 166,304,469 ordinary shares through placements, the issue and exercise of options, conversions of share rights, settlement of liabilities and settlement of brokerage fees to raise $595,722 before costs. In addition, the Company issued 100,000,000 loan- funded shares to directors. Capital raising costs, which included fair value of options issued to brokers, amounted to $1,130,916, resulting in a net decrease in the Contributed Equity compared to last year. Issued Capital and Share based payments are key audit matters due to:    the quantum of transactions having been effected during the year; and the complexities involved in recognition and measurement of these instruments. the judgement required in the application of AASB 2 Share-Based Payment. We have spent significant audit effort on ensuring the issued capital was appropriately accounted for that other share-based payments were and appropriately valued and accounted in accordance with AASB 2 Share-Based Payments (AASB 2). for For personal use only Other Information The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 31 December 2018 but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor's Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. 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 of the financial report that gives a true and fair view 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. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. 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 conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our For personal use only opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. We evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. We obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in Internal control that we identify during our audit. The Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements. We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the consolidated financial report of the current period and are therefore key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 8 to 16 of the directors’ report for the year ended 31 December 2018. In our opinion the Remuneration Report of Latin Resources Limited for the year ended 31 December 2018 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (Trading as Stantons International) (An Authorised Audit Company) Martin Michalik Director West Perth, Western Australia 31 March 2019 For personal use only ASX ADDITIONAL INFORMATION Additional information required by the ASX Limited Listing Rules not disclosed elsewhere in this Annual Report is set out below. The information was applicable as at 28 March 2019. Class of equity securities and voting rights SHARES There were 3,363,753,320 ordinary fully paid shares on issue. All issued ordinary shares carry one vote per share. There were also 100,000,000 unquoted ordinary loan funded shares on issue. SHARE RIGHTS There were share rights over 11,993,347 unissued shares. There are no voting rights attached to the share rights however voting rights are attached to the unissued shares once all the share rights vesting criteria are met. OPTIONS The Company has the following classes of options on issue at 28 March 2019 as detailed below. Options do not carry any rights to vote. Code Class Terms LRSOB LRSAY (b) Listed Unlisted Exercisable at $0.01 each and expiring on 12 October 2019 Exercisable at $0.0043 each and expiring on 18 December 2022 Number 851,071,442 166,666,667 VOTING RIGHTS In accordance with the Company’s Constitution: • • on a show of hands every shareholder present in person or by proxy, attorney or representative of a shareholder has one vote and on a poll every shareholder present in person or by proxy, attorney or representative of a shareholder has in respect of fully paid shares, one vote for every share held. No class of option holder has a right to vote, however the shares issued upon exercise of options will rank parri passu with the then existing issued fully paid ordinary shares. Distribution of equity securities THE NUMBER OF EQUITY HOLDERS BY SIZE AND HOLDING, IN EACH CLASS ARE: Range 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total Ordinary shares (listed) 137 46 66 1,235 2,107 3,591 Share rights (unlisted) - - - - 4 4 Loan funded shares (unquoted) - - - - 4 4 Options (listed) - - - 3 185 188 Options (unlisted) - - - - 1 1 HOLDING LESS THAN A MARKETABLE PARCEL 2,111 - - 44 - RESTRICTED SECURITIES The Company has no Restricted Securities on issue. Substantial shareholders The substantial shareholders in the Company, as disclosed in substantial shareholding notices given to the company are: Shareholder Not applicable No. of Shares Held - % Held - 69 | P a g e For personal use only ASX ADDITIONAL INFORMATION Twenty largest holders of quoted shares Rank Shareholder 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Total J P MORGAN NOMINEES AUSTRALIA PTY LIMITED LIND ASSET MANAGEMENT XII LLC MR ROBERT VEITCH + MRS ELAINE VEITCH CHRIS GALE + STEPHANIE GALE MR VESA ANDREW SAARIO COILENS CORPORATIONS PTY LTD BUBEVICH INVESTMENTS PTY LTD JUNEFIELD HIGH VALUE METALS INVESTMENTS LIMITED ELMER MOISES ROSALES CASTILLO UNRANDOM PTY LTD CITICORP NOMINEES PTY LIMITED MOONAH CAPITAL PTY LTD VONETTA PTY LTD HYDRONOMEES PTY LTD DEMPSEY RESOURCES PTY LTD MR NIDHISH HUKAMICHAND BHANDARI + MRS REENA RADHIKA BHANDARI MR GARRY CROLE PARD INVESTMENTS PTY LTD MR PHILLIP MARK ANDRISKE MR KENNETH ROY GILBERT Twenty largest holders of quoted options Rank Shareholder SHAPE WEALTH PTY LTD CITICORP NOMINEES PTY LIMITED MR ROBERT VEITCH + MRS ELAINE VEITCH PAC PARTNERS PTY LTD ZENIX NOMINEES PTY LTD MR ROBERT ANDREW VEITCH + MRS ELAINE VEITCH MR CRAIG RUSSELL STRANGER MRS BROOKE LAUREN PICKEN MR PHILLIP MARK ANDRISKE MR ANDREW VEITCH + MRS SAMANTHA VEITCH SEQUOIA GROUP HOLDINGS PTY LTD OCEAN VIEW WA PTY LTD MR PRADEEP ARUNDAVARAJA MR GREGORY JOHN HUNTER DEMASIADO PTY LTD MOONAH CAPITAL PTY LTD SOLEQUEST PTY LTD TWENTY TEN ENTERPRISES PTY LTD MR PHILLIP MARK ANDRISKE MR BENJAMIN JOHN ROSSI 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Total No. of Shares Held 456,107,887 78,088,236 61,873,615 55,266,970 45,724,811 40,059,136 31,000,000 30,699,323 28,302,055 25,000,000 23,035,349 23,000,000 22,705,427 22,193,565 20,622,129 % Held 13.56 2.32 1.84 1.64 1.36 1.19 0.92 0.91 0.84 0.74 0.68 0.68 0.68 0.66 0.61 20,000,000 0.60 20,000,000 20,000,000 19,541,603 19,500,000 1,062,720,106 0.60 0.60 0.58 0.58 31.59 No. of Options Held 110,425,000 110,000,000 37,705,000 37,579,333 35,714,286 % Held 12.97 12.93 4.43 4.41 4.20 33,082,445 3.89 32,917,667 32,292,166 24,996,300 19,000,000 18,750,000 15,000,000 14,376,835 11,000,000 10,000,000 10,000,000 10,000,000 10,000,000 8,450,000 7,610,000 588,899,032 3.87 3.79 2.94 2.23 2.20 1.76 1.69 1.29 1.18 1.18 1.18 1.18 0.99 0.89 69.20 70 | P a g e For personal use only TENEMENT SCHEDULE PERU AUXILIADORA II GIANDERI XXXIII MACARENA XXII 01-00586-07 01-01560-06 01-00588-07 SAN FRANCISCO XXIII 63-00026-10 SANTA XIX SANTA XVIII SANTA XX SANTA XXIII BLACKBURN 10 BLACKBURN 12 BLACKBURN 13 BLACKBURN 15 BLACKBURN 7 BLACKBURN 8 BLACKBURN 9 LOS CONCHALES MATHEW 2 LATIN ILO ESTE I 1 LATIN ILO ESTE II 1 LATIN ILO ESTE III 1 LATIN ILO ESTE IV 1 LATIN ILO ESTE IX 1 LATIN ILO ESTE V 1 LATIN ILO ESTE VI 1 LATIN ILO ESTE VII 1 LATIN ILO NORTE 3 1 LATIN ILO NORTE 4 1 LATIN ILO NORTE 5 1 LATIN ILO NORTE 6 1 BRIDGETTE 1 1 ESSENDON 10 1 ESSENDON 14 1 ESSENDON 21 1 ESSENDON 26 1 ESSENDON 4 1 ESSENDON 5 1 ESSENDON 6 1 ESSENDON 7 1 ESSENDON 8 1 ESSENDON 9 1 LATIN ILO NORTE 7 1 LATIN ILO NORTE 8 1 MADDISON 1 1 RYAN 1 1 01.00590-07 63-00041-09 63-00042-09 01-00595-07 01-02897-12 01-02899-12 01-03176-12 01-03179-12 01-02850-12 01-02895-12 01-02896-12 01-02590-12 01.01635-11 01-05005-08 01-05003-08 01-05001-08 01-05007-08 01-01952-14 01.05008-08 01-05009-08 01-00335-10 01-00830-09 01-00831-09 01-02510-09 01-02511-09 01-01844-11 01-02249-10 01-01824-11 01-01841-11 01-01849-11 01-01897-10 01-01898-10 01-01899-10 01-02246-10 01-02247-10 01-02248-10 01-02512-09 01-02513-09 01-01845-11 01-01843-11 Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% Concession Title in the name of PLR is pending Title in the name of PLR is pending Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession 71 | P a g e For personal use only TENEMENT SCHEDULE DOCKERS 1 DOCKERS 2 2 DOCKERS 3 2 DOCKERS 4 2 FLEMANTLE 16 1 FREMANTLE 1 1 FREMANTLE 10 1 FREMANTLE 11 1 FREMANTLE 14 1 FREMANTLE 18 1 FREMANTLE 2 1 FREMANTLE 22 1 FREMANTLE 29 1 FREMANTLE 3 1 FREMANTLE 4 1 FREMANTLE 5 1 FREMANTLE 7 FREMANTLE 8 1 FREMANTLE 9 1 KELLY 00 1 KELLY 01 1 LATIN ILO SUR F 1 LATIN MORRITO 1 2 LATIN MORRITO 2 2 VANDALS 1 2 VANDALS 2 2 ARGENTINA Catamarca Latina 15 Latina 16 Latina 17 Latina 18 Latina 19 Latina 20 Latina 21 Latina 22 LATINA 1 LATINA 2 LATINA 3 LATINA 4 LATINA 5 LATINA 6 LATINA 7 LATINA 8 LATINA 9 01-01865-11 01-01866-11 01-01867-11 01-01868-11 01-02431-10 01-02062-10 01-02425-10 01-02426-10 01-02429-10 01-02433-10 01-02063-10 01-01831-11 01-01838-11 01-02064-10 01-02065-10 01-02066-10 01-02068-10 01-02250-10 01-02424-10 01-01840-11 01-04977-11 01-02824-09 01-02827-09 01-02828-09 01-02437-10 01-02438-10 163/18 207/18 208/18 209/18 210/18 211/18 212/18 213/18 1/18 3/18 5/18 6/18 4/18 2/18 13/18 14/18 12/18 Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Peru Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 41.02% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession 72 | P a g e For personal use only TENEMENT SCHEDULE LATINA 10 LATINA 11 LATINA 12 LATINA 13 LATINA 14 LATINA 15 LATINA 16 LATINA 17 LATINA 18 LATINA 19 LATINA 20 LATINA 21 LATINA 22 MINA LA CULPABLE 3 San Luis PORTEZUELO ESTANZUELA LA META TILISARAO BAJO DE VELIZ DE GEMINIS MARIA DEL HUERTO MARIA DEL HUERTO GEMINIS 3 DON GREGORIO 3 ESTANZUELA SUR LOS MEMBRILLOS QUINES SUR 11/18 10/18 9/18 8/18 7/18 163/18 207/18 208/18 209/18 210/18 211/18 212/18 213/18 45/81 65-C-2016 64-C-2016 63-C-2016 66-C-2016 76-C-2016 84-C-2016 85-C-2016 134-Q-1936 674-S-1968 470-O-2006 64-R-2017 65-R-2017 66-R-2017 PASO GRANDE NORTE 67-R-2017 SOLITARIO TRAPICHE NORTE ESTANZUELA NORTE QUINES LA TOMA NORTE QUINES ESTE PASO GRANDE SUR TRAPICHE SUR LA TOMA SUR 68-R-2017 69-R-2017 70-R-2017 71-R-2017 72-R-2017 72-R-2017 1-R-2018 2-R-2018 3-R-2018 Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina Argentina 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Mining Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Mining Concession Mining Concession Mining Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession Exploration Concession NOTES 1 Indirect interest via 41.02% shareholding in Westminster Resources Ltd 2Acquisition is pursuant to an option agreement. 3 Acquisition pursuant to option agreement. 73 | P a g e For personal use only