Leigh Creek Energy Annual Report 2018

Plain-text annual report

L E I G H C R E E K E N E R GY L I M I T E D A N N U A L R E P O R T 2 0 1 8 LEIGH CREEK ENERGYLimited For personal use only2 Reliable energy for South AustraliaLeigh Creek Energy would like to acknowledge the Adnyamathanha people, the traditional owners of the land on which we operate and pay our respects to their Elders past and present.For personal use onlyReliable energy for South Australia Approved Statement of Environmental Objectives (SEO) Activity Notifications (AN) - Facility construction - Drilling of UCG process and monitoring wells - Facility testing Approval Pending Activity Notifications (AN) - Gasifier commissioning and operation Community Benefit PCD Plant Room nights Copley + Leigh Creek: 548 Economic benefit to local community: $220,000 Economic benefit to SA $5.43million Increase in staff employed Total workshop hours worked: 9,159 Safety Lost time incidents/injuries: 0 Plant testing failures: 0 Drilling PCD Area Area of PCD: 34,000 m2 Area of PEL 650: 93,400,000 m2 Groundwater monitoring & geological baseline investigation wells drilled: 40 ISG process wells drilled: 3 Company Overview Listed on the Australian Stock Exchange - ASX code: LCK Licence: Petroleum Exploration Licence 650 (PEL 650) Head Office: Adelaide, South Australia Project Location: Telford Basin, Leigh Creek Coalfield - Leigh Creek, South Australia Operation: Leigh Creek Energy Project Project Stage: Pre-Commercial Demonstration Plant (PCD) Employees and contractors: 80+ 8 1 0 2 T R O P E R L A U N N A D E T I M I L Y G R E N E K E E R C H G I E L 3 3 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018Snapshot++++++For personal use only Leigh Creek Energy (LCK) is the owner and proposed operator of the Leigh Creek Energy Project (LCEP), located at Leigh Creek in South Australia, 550 km north of Adelaide. The project is located on Petroleum Exploration Licence 650 (PEL 650), which contains the Leigh Creek Coalfield, and will develop the deep coal resources that are unable to be accessed by open-cut mining through in situ gasification (ISG). The ISG process converts coal from its solid state into a gaseous form, resulting in the production of synthesis gas (syngas) containing methane, hydrogen and carbon monoxide. The syngas can either be used to produce electricity directly or further refined into a variety of products including natural gas, ammonia, urea, or methanol. LCK’s pathway to development of the LCEP comprises the following stages, with each stage requiring careful planning and engineering, in addition to the necessary regulatory assessments and approvals: • Characterisation Phase – This will determine the environmental, geological, geotechnical and hydrogeological perspectives of the site for a low risk ISG project. • Demonstration Phase – Through a Pre-Commercial Demonstration Facility (PCD) we will demonstrate ISG at the LCEP using a low cost rapid deployment technique. This will provide environmental and gas quality data to inform regulators and determine commercial project design and feasibility study direction. • Commercial Phase - Conduct engineering design and feasibility studies to support the selected commercial deployment of ISG at the LCEP. LCK intends to use existing technologies and develop enhanced techniques for our specific location and geology. The PCD is planned to be operational for approximately 2-3 months, during which time it will obtain process and environmental data of importance for the commercial phase of the project. The demonstration phase involves establishment of an underground single-cavity gasifier and aboveground infrastructure on a small footprint to produce syngas. This will allow us to confirm the composition and performance of the process while gathering environmental data to support the commercial plant approvals process. LCK is committed to developing the LCEP using a best practice approach to mitigate the technical, environmental, and financial project risks. Leigh Creek Coalfield — ideal for ISG Aboveground demonstration plant at Leigh Creek. 4 Reliable energy for South AustraliaLeigh Creek Energy ProjectFor personal use onlyAdnyamathanha Acknowledgment inside front cover Snapshot / Company Overview Leigh Ceek Energy Project Chairman’s Letter Managing Director’s Report 2017/18 Achievement’s The ISG Process Tenement Schedule Directors’ Report Auditor’s Independence Corporate Governance Statement Directors’ Declarartion Auditor’s Independence Declaration Financial Information 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 Financial Statements Independent Auditor’s Report Shareholder Information Corporate Directory 3 4 6 8 10 12 13 16 27 27 28 29 32 33 34 35 36 60 63 inside back cover 5 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018ContentsFor personal use only It is with great pleasure that I have the opportunity to provide our shareholders with a summary of the last year’s progress at Leigh Creek Energy. This year has been a challenging, rewarding and ultimately a defining year for LCK. We started the 2017/2018 financial year having completed our environmental baseline drilling program ready to lodge our environmental documents for assessment. At that time, our steadfast focus was on operation of the demonstration plant before the end of 2017. We believed that the quality of data we provided to the regulator and the baseline studies were sufficient to gain the requisite approvals. that the environmental approvals we sought were given. Our EIR and our SEO were approved by the Regulator, and the SEO was gazetted on 19 April 2018. Following receipt of the environmental approval, the Company was required to submit a number of operational approval documents, referred to as Activity Notifications. Within three months of the operational approvals for construction and drilling we were able to complete construction of the demonstration plant and the drilling of the inlet and outlet wells at the site. In addition to these process wells, a large network of environmental monitoring wells were installed on site to help our team monitor the underground environment during operations. The achievement of the approvals, construction and drilling was a team effort by all Leigh Creek Energy employees. Due to the regulators requirement for more information this required us to undertake additional drilling, delaying the approvals process. During the approvals process, LCK required a period of public consultation for our Environmental Impact Report (EIR) and accompanying Statement of Environment Objectives (SEO). The public consultation ran for 30 business days and by the time public consultation had finished we found ourselves in a unique position of the Government being in caretaker mode for the 17 March 2018 election. The achievement of the approvals, construction and drilling was a team effort by all Leigh Creek Energy employees. Their work has been of the highest quality. Our team working with the regulators have delivered on every work requirement. The operations team which consists of engineering, geology, environment, stakeholder relations, procurement and commercial studies team have all helped deliver on the construction of the Demonstration Facility. Our finance team, human resources, legal, company secretary and business development have also been crucial and great supports to the corporate side of the business. Construction site for the demonstration plant at Leigh Creek. The then sitting Government was replaced with a new Liberal Government. This change of Government required the new government and their ministers to become familiar with their new portfolios. Unfortunately, all this meant that the approvals we had hoped for by the end of 2017 were delayed until April 2018. The great news for our Company and shareholders is 6 Reliable energy for South AustraliaChairman’s LetterReliable energy for South AustraliaFor personal use onlyIt is also the time to thank our shareholders who have been extremely supportive of the Company, frustrated by the delays, but ultimately understanding of the need to comply with all regulatory requirements. We have a diverse range of shareholders, with many being long term shareholders and some have become shareholders in the recent capital raise. It was reassuring that the capital raise was oversubscribed, the Share Purchase Plan was successful and the placement of the shortfall was also successful. It was a great show of support by our shareholders. Finally, I am looking forward to being able to update the market on the progress of our demonstration facility, the production of gas and us having a 2P gas resource. This is what we have been working towards for several years, and it will be a great day when I can report to the market the successful completion of this phase of the Company’s progress. As a Company we then move into the next phase, where we have to secure commercial approvals, funding for a commercial project and working with our strategic partners to achieve commercial success and deliver on revenue. Mr Justyn Peters Executive Chairman On site at Leigh Creek, Justyn Peters overlooking the construction of the demonstration plant. The great news for our Company and shareholders is that the environmental approvals we sought were given. 7 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018Reliable energy for South AustraliaFor personal use only A changing landscape As this report is prepared, LCK is experiencing an immediate and rapid change as we move closer to initiation and first gas flow at the Leigh Creek Energy Project. This will be, for many reasons, a momentous occasion in the short history of LCK. The outside view of LCK is that of a company hopeful of turning a potentially large resource into an economic project with much doubt placed on our success. The imminent production of first gas is expected to change this perception dramatically, with many seeing gas production as the final hurdle in ... we are an unusual project in the resources and energy sphere in that the product from our ISG process - syngas - has multiple potential commercial development pathways. proving that LCK is a real company with a game changing project. This will be further solidified with the expected and subsequent conversion of a large portion of our 2C resource to a 2P reserve. Internally this is reflected by a change in emphasis as we lift our heads from Commercial focus In a time of rapid change for LCK, the focus remains on producing first gas at the PCD. This milestone has been front and centre to LCK for some time now. As we achieve this milestone we are moving away from a demonstration focus to a project development and commercial focus. Before we delve too deeply into our commercial ambitions, let’s reflect on the past years challenges, and of course, achievements. Year in review - the challenge, and opportunity, remains The past year for LCK was filled with ups and downs, twists and turns, and of course a lot of success as we moved forward with the PCD. One year ago, we began the year determined to gain our environmental approvals and commission the PCD. Although we didn’t achieve our goal of operation by December 2017, we successfully had our Statement of Environmental Objectives approved and gazetted by the State Government – a fantastic result which many thought would be beyond us. We are now focussed on operation and with our funding in place, paired with the right people and culture, the operation of the PCD is imminent in Q3 2018, subject to final approvals. the immediate view of gas production to the future horizons – we now focus on the commercial outcomes for the project. Congratulations, to our team on the achievements to date and we look forward to the opportunities that our future success will bring. 8 Reliable energy for South AustraliaManaging Director’s ReportReliable energy for South AustraliaFor personal use onlyForward looking The forward steps for LCK are to move from pre- commercial demonstration plant to small-scale commercial and ultimately to full-scale commercial. The market fundamentals that will underpin our long-term success are outstanding. S m a l l - s c a l e p r o d u c t i o n P C D L a r g e - s c a l e p r o d u c t i o n The small-scale commercial stage will be of limited capital expenditure. It will further demonstrate the commercial application of the technology proven by the PCD. It is intended that this small-scale commercial project will be of a scale that is able to be funded by LCK itself. This project will play a large part in de-risking the development of the large-scale commercial development. In considering the future full-scale commercial pathway we are an unusual project in the resources and energy sphere in that the product from our ISG process - syngas - has multiple potential commercial development pathways. The selection of the preferred commercial pathway depends on many factors which ultimately all distil down to risk and return. This selection process has been ongoing for some time with a concerted effort being made by our small studies team. The outcomes will be known in the very near future and, thanks to the work already done, the decision will be based on sound market research and professional foresight. It is worth noting that, whatever commercial pathway is settled on, each potential market is in desperate need of our products. The market fundamentals that will underpin our long-term success are outstanding. Building success through people and culture It is customary in a report such as this to thank the employees, contractors and consultants that have worked hard to get us to this stage. Ultimately those messages often sound, to me at least, superficial and formula driven. In our case it has to be recognised that our people have been through a tough year. The highs and lows of the year have made it challenging for the team to retain its focus at times, but they have done so with integrity and professionalism. It is a credit to the whole team that, in the face of the recent challenges, we have consistently displayed these values. We would not be here without that focus and effort. So not thanks, but congratulations, to our team on the achievements to date and we look forward to the opportunities that our future success will bring. There is a long road ahead before we can rightfully claim to be successful – by this I mean commercial success which drives returns to our employees, community and investors. All our stakeholders can rest assured that this team will continue to be focussed on bringing that commercial success to LCK. Phil Staveley Managing Director The Leigh Creek Energy construction team. 9 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018Reliable energy for South AustraliaFor personal use only Regulatory Approvals • Statement of Environmental Objectives approved and gazetted – April 2018 • Activity Notification (Facility Construction) approved – May 2018 Engineering • Completed the detailed design of the PCD above ground plant, including modular plant, vessels, piping, thermal oxidiser, cold vent and gas analysis package • Package equipment and modular plant fully completed and tested offsite • All equipment & plant delivered and installed on site • Site acceptance testing completed Operations • Standard Operating Procedures implemented for plant operations • Operations personnel mobilised to site for testing and commissioning of the plant Stakeholder Relations • Community engagement ongoing for life of project • Employment of local people (both indigenous and non-indigenous) and ongoing commitment to use local contractors and people where possible • Workshops, Open Days and one on one meetings educating community members and government in the Leigh Creek area and Port Augusta Procurement • Over 30 local, interstate and international specialist contractors engaged • Focus on local and Upper Spencer Gulf expertise where possible • Activity Notification (Drilling of ISG Process and Monitoring Wells) approved – May 2018 • Activity Notification (Facility Testing) approved – June 2018 Cultural Heritage • Regular Board meeting updates with the Adnyamathanha Traditional Lands Association (ATLA) • Workshop with ATLA – August 2017 • Work Area Clearance (with 8 Adnyamathanha cultural advisors) cleared PCD area on grounds of Cultural Heritage – August 2017 • Flora and Fauna survey completed with Adnyamathanha cultural advisor • Cultural Heritage Risk Management Plan implemented across the operation • Heritage Discovery Procedure implemented across the operation Environment • Monthly sampling of groundwater, enabling a solid understanding of baseline conditions at the operational site • Groundwater and Soil Vapour Monitoring Plan completed • Air Quality Monitoring Plan completed • Rehabilitation Management Plan completed Drilling • 3 ISG demonstration wells (inlet, outlet and observation well) • 3 geological investigation wells • 5 piezometer monitoring wells • 10 groundwater monitoring wells • 11 shallow groundwater monitoring wells • 11 shallow soil vapour investigation wells 10 Reliable energy for South Australia2017/18 AchievementsFor personal use onlyFinancing • Capital raising event – June 2018 • Cornerstone investor, China New Energy committed to project • Further extension and increase in the facility limit with the CBA, extended until December 2019 and increased to $10.5m Commercial Studies • Three Scoping Studies completed on urea fertiliser and methanol to align to prior studies on pipeline methane and power production • Pre-Feasibility Study on small scale power plant up to 30MW (net) in advanced stage • Studies addressed a broad range of disciplines including; engineering, water supply, waste management, regulatory approvals and commercial agreements • Selection of preferred products nearing completion and will reflect the lowest risk and best return for shareholders, in addition to providing employment opportunities for South Australians and low-cost products for South Australian industries The Leigh Creek Energy Project - demonstration plant at Leigh Creek. 11 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018Reliable energy for South AustraliaReliable energy for South AustraliaFor personal use onlyWEST MAIN SERIES PIT 8km The Telford Basin MAIN SERIES PIT EAST LOWER SERIES PIT MAIN SERIES OVERBURDEN ADELAIDEAN BASEMENT M A I N S E R I E S C O A L L O W E R S E R I E S C O A L 325m 2 5 7 1 5 How does the ISG (in situ gasification) process work? The ISG process converts coal, through a chemical reaction, from its solid state into a gaseous form, resulting in the generation of syngas. Syngas comprises methane, hydrogen and carbon monoxide energy gases with variable amounts of inert gases, carbon dioxide and nitrogen. 1. Outlet well is drilled to intersect coal seam. 2. Inlet well is drilled and steered to link up with Outlet well. 3. Initiation tool is placed down the inlet well to heat the coal and starts the gasification process. 4. Addition of air and water creates a series of chemical conversions transforming coal to syngas. 5. Process is controlled by using inlet and outlet wells to manage the flow of air and water. 6. Syngas will flow up through the outlet well and is analysed on the surface. 7. Process is stopped by turning off air and water supply from the inlet well. Why ISG? The remaining resource in the Telford Basin at Leigh Creek is deep and no longer economic to mine using open cut mining 15 GJ methods. Syngas ISG technology is able to access the deep coal via a system of drilled linked wells. Syngas can be used to make other products such as; electricity, synthetic natural gas, ammonia and derivatives (fertilisers or explosives), methanol and diesel. OR OR 4 500m OVERBURDEN (SEAL) 6 12m12m MAIN SERIES COAL SEAM GASIFIER CHAMBER 3 2 Diagram not to scale 30m ISG process showing the below ground single ISG gasifier chamber. Equivalant amount of syngas when converted from electricity ISG of 1t LC coal ISG of 1t LC coal OR Why ISG? The remaining resource in the Telford Basin at Leigh Creek is deep OR and no longer economic to mine using open cut mining methods. OR OR 30 9kg LPG gas bottles OR 200 days of natural gas to fuel a hot water service for 30 mins/day 20 wheelbarrows of fertiliser 4 1000 days of km of fuel for ISG technology is able to access the deep electricity to an average car run an average coal via a system of drilled linked wells. household Syngas can be used to make other products such as; electricity, synthetic natural gas, ammonia and derivatives (fertilisers or explosives), methanol and diesel. other products such as; electricity, synthetic natural gas, ammonia and derivatives (fertilisers or explosives), methanol and diesel. 200days of natural 200days of natural 20wheelbarrows 20wheelbarrows gas to fuel a hot water service gas to fuel a hot water service of fertilser of fertilser 1000 1000 km of fuel for km of fuel for an average car an average car 4days of 4days of electricity to run an average electricity to run an average for 30mins/day for 30mins/day household household ISG of 1t LC coal OR 309kg LPG 309kg LPG 12 gas bottles gas bottles The ISG ProcessFor personal use only Reliable energy for South Australia Petroleum and Mineral Tenement Schedule Tenement Percentage Interest Grant Date Location Petroleum Exploration Licence 650 Petroleum Exploration Licence Application 582 Petroleum Exploration Licence Application 643 Petroleum Exploration Licence Application 644 Petroleum Exploration Licence Application 647 Petroleum Exploration Licence Application 649 Gas Storage Exploration Licence 662 100% 100% 100% 100% 100% 100% 100% PEL 650 Coal Resource Analysis 18 November 2014 Leigh Creek Application Approved Finniss Springs Application Approved Callabonna Application Approved Roxby Downs Application Approved Leigh Creek Application Approved Oakdale 5 February 2016 Leigh Creek Tenement Working section block Thickness (m) Depth (m) Inherent moisture (ad%) Ash (ad%) Volatiles (ad%) Fixed carbon (ad%) Density (RD) Area Volume (ha) (m) Tonnage (Mt) PEL650 – ISG WS-G Block 1 PEL650 – ISG WS-G Block 2 PEL650 – ISG WS-L1 Block 1 PEL650 – ISG WS-K2 Block 1 PEL650 – ISG WS-Q Block 1 PEL650 – ISG WS-V Block 1 F G1-G2-H1 2.0-16.0 Av.7.1 200-366 Av. 276 15.2-17.1 Av. 15.8 6.2-20.6 Av. 10.8 23.9-29.5 Av. 27.7 33.6-47.5 Av. 42.9 1.4 159 11,300,000 15.8 F G1-G2-H1 2.0-7.1 Av. 3.68 200-301 Av. 245 17.1-17.8 Av. 17.7 11.6-12.8 Av. 12.6 27.8-27.9 Av. 27.9 41.4-42.2 Av. 41.6 1.4 24 900,000 1.3 L1 K2 2.0-6.3 Av. 3.68 200-392 Av. 245 2.0-6.7 Av. 3.3 200-413 Av. 307 - - - - - - - - 1.4 204 6,140,000 8.5 1.4 301 9,970,000 13.9 Q1-Q2-Q3 2.0-29.9 Av. 15.97 200-831 Av. 477 20.9-23.0 Av. 22.5 11.0-11.2 Av. 11.1 24.9-25.1 Av. 24.9 40.9-42.3 Av. 41.2 1.4 1069 170,800,000 239 V1-V2-V3-V4 2.0-13.7 Av. 5.4 201-866 Av. 517 18.4-18.8 Av. 18.4 15.9-17.4 Av. 16.0 25.2-25.4 Av25.3 37.0-37.8 Av 37.7 1.4 990 52,800,000 74 W1 PEL650 – ISG WS-W1 Block 1 ISG-Project Total 2.0-5.3 Av. 3.4 292-870 Av. 527 - - - - 1.4 503 17,200,000 24.1 376.6 13 LEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018Tenement ScheduleFor personal use only Coal and Gas Resources The Company’s Inferred Coal Resource and equivalent Syngas Resource as at 30 June 2018, reported in accordance with 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code) guidelines in the 2007 Society of Petroleum Engineers (SPE) Petroleum Resources Management System (PRMS) guidelines (respectively), are: Tenement Location Coal Resource Coal Resources Coal Resources Syngas Resource Syngas Energy Syngas Energy Category 2018 (Mt) 2018 (Mt) 2017 Classification 2018 (Pj) 2018 (Pj) 2017 Leigh Creek Inferred 376.6 376.6 Petroleum Exploration Licence 650 1C 2C 3C 2,747.7 2,963.9 3,303.1 2,747.7 2,963.9 3,303.1 Notes of Gas Resources: For the purposes of ASX Listing Rule 5.43, Leigh Creek Energy confirms that it is not aware of any new information or data that materially affects the information included in the 8 January 2016 Resources Statement and that all material assumptions and technical parameters underpinning the estimates in the Resources Statement continue to apply and have not materially changed. The Gas Resource estimates stated herein are based on, and fairly represent, information and supporting documentation prepared by Timothy Hower of MHA Petroleum Consultants LLC, Denver USA. Mr Hower is a member of the Society of Petroleum Engineers and has consented to the use of the Resource estimates and supporting information contained herein in the form and context in which it appears. All estimates are based on the deterministic method for estimation of petroleum resources. Mineral Resource and Syngas Resource Governance and Disclosures Mineral Resources estimated in accordance with the requirements of the JORC Code, by qualified competent persons who are consultants to Leigh Creek Energy. Syngas Resources are estimated in accordance with the requirements of the Petroleum Resources Management System (PRMS) approved by the Society of Petroleum Engineers, by qualified petroleum reserves and resources evaluators who are consultants to Leigh Creek Energy. The Minerals Resource and Syngas Resource Statements in the 2018 Annual Report are reviewed by qualified consultants described below. For Mineral Resources, this is the qualified competent person, and for the Syngas Resources, the qualified petroleum reserves and resource evaluator. Notes on Coal Resources: For the purposes of ASX Listing Rule 5.23, Leigh Creek Energy confirms that it is not aware of any new information or data that materially affects the information included in the 8 December 2015 Resources Statement and that all material assumptions and technical parameters underpinning the estimates in the Resources Statement continue to apply and have not materially changed. A review of coal quality data and resource modelling is currently in progress and is expected to be completed in the next quarter. The coal resources reported herein, insofar as they relate to mineralisation, are based on information compiled by Mr Warwick Smyth of GeoConsult Pty Ltd. Mr Smyth is a Member of the Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists, who has more than 25 years’ experience in the field of activity being reported. Mr Smyth has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves”. Mr Smyth consents to the inclusion in the report of coal resources estimates based on his information in the form and context in which it appears. 14 Reliable energy for South AustraliaTenement ScheduleFor personal use only D I R E C T O R S ’ R E P O R T 8 1 0 2 T R O P E R L A U N N A D E T I M I L Y G R E N E K E E R C H G I E L 15 Reliable energy for South AustraliaDirectors’ ReportFor personal use only Leigh Creek Energy Limited is a public company incorporated and domiciled in Australia and listed on the Australian Securities Exchange. The directors present their report together with the financial statements of the consolidated entity, being Leigh Creek Energy Limited (“the Company” or “Leigh Creek Energy”) and its controlled entities (“the Group”) for the year ended 30 June 2018. Directors The names of the directors in office at any time during or since the end of the year are: Daniel Justyn Peters (appointed 28.11.2014) Phillip Staveley (appointed 5.12.2017) Gregory English (appointed 22.9.2015) Murray Chatfield (appointed 30.6.2016) Zhe Wang (appointed 1.7.2017) Zheng Xiaojiang (appointed 5.12.2017) Information on Continuing Directors Daniel Justyn Peters LLB, BA (Politics/Jurisprudence) GDLP Executive Chairman Audit and Risk Committee Member Director since 2014 Experience & expertise Mr Peters joined Linc Energy soon after its listing on the ASX when Linc Energy was considered a world leader in underground coal gasification. In his six years at Linc Energy Mr Peters held the positions of General Manager Environment and Government Relations, General Manager Business Development, Executive General Manager North Asia and finished as Executive General Manager of Investor Relations. His experience across a broad range of business units within Linc Energy will prove invaluable in developing the Leigh Creek Energy project. Previously Mr Peters was employed at the Queensland Environmental Protection Authority (EPA) as head of Investigations and Compliance and then acting Director of Central and Northern Regions. He managed the integration of the environmental regulation of the Queensland Mining Industry into the EPA. Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. Other current listed directorships Emperor Energy Limited Previous listed directorships (last three years) None Phillip Staveley CPA, BA (Acc) (Hons), Dipl Btr Managing Director Director appointed effective from 5.12.2017 Experience & expertise Mr Staveley is a qualified Accountant who has 30 years’ experience working in the resources sector. He started his career in the oil and gas sector working for Schlumberger in London, followed by a number of years with SAGASCO and SAOG (South Australian Oil and Gas Company). He spent almost ten years with Normandy Mining Ltd. Whilst with Normandy he fulfilled a number of planning, finance, M&A and commercial roles, including the establishment of a Group Supply Function and three years based in Rio de Janeiro as the CFO of TVX Normandy Americas. Since 1998 he has been involved in mining and contracting companies in the position of CFO and more latterly, CEO roles with an emphasis on strategy and corporate finance. Other current listed directorships None Previous listed directorships (last three years) Oakdale Resources Limited 16 Reliable energy for South AustraliaDirectors’ ReportFor personal use only Gregory D English LLB, B.Eng (Mining) Non-Executive Director Audit and Risk Committee Member Director since 2015 Zhe Wang B.Sc (Thermal Dynamics) M.Eng (Energy Engineering and Thermal Physics) Non-Executive Director Director appointed effective from 1.7.2017 Experience & expertise Mr English is an experienced and qualified mining engineer and lawyer with over 25 years of involvement in the resources industry. As a mining engineer he has worked on underground and open pit coal mines, including working as a mining engineer at the Leigh Creek Coalfield where he lived in the Leigh Creek town. As a lawyer Greg has acted for numerous oil and gas companies and advised on numerous gas marketing, gas transportation and similar transactions. Greg’s experience in the coal industry, and in particular his knowledge of the Leigh Creek Coalfield, and experience and contacts in the oil and gas industry is a significant asset to the Company. Experience & expertise Zhe joined the Leigh Creek Energy Board as a Non-Executive Director on 1 July 2017. Zhe is a Chinese based Energy and Thermal Physics Engineer, and nominee of China New Energy Group Limited (one of Leigh Creek Energy’s major shareholders). He has over 8 years Executive Management experience. Zhe also sits on the Board of Beijing Raise Mind Technology Ltd. Zhe’s key areas of expertise include; Coal Combustion; Renewable Energy Applications and Steel Sinter. He has a Bachelor of Thermo Dynamics, Renewable Energy Applications as well as a Masters in Energy Engineering and Thermal Physics, Coal Combustion. Other current listed directorships Archer Exploration Limited and Core Exploration Limited Other current listed directorships None Previous listed directorships (last three years) None Previous listed directorships (last three years) None Murray K Chatfield B Com Ag (Economics and Marketing), MBA, ACT, MAICD Non-Executive Director Audit and Risk Committee Chair Director since 2016 Experience & expertise Mr Chatfield has extensive experience within finance with nearly 30 years’ experience within investment banking, hedge funds and corporate finance both in Australia and internationally. He was a senior Economist with the New Zealand government before joining Bankers Trust in London. He then moved into Hedge Funds initially as European Treasurer and then as a Partner and COO in a Relative Value Hedge Fund. He was the COO and Partner in an Australian based fund focussed on Global Macro events. He has been and is still, actively involved as a Director of several unlisted companies in the Commodity and Marketing areas. Mr Chatfield’s career covers finance, treasury, accounting, operational efficiency, risk management (business, market, tax and regulatory), legal and regulatory compliance and direct financial market interaction. Other current listed directorships None Previous listed directorships (last three years) None Zheng Xiaojiang B Com Non-Executive Director Director appointed effective from 5.12.2017 Experience & expertise Zheng joined the Leigh Creek Energy Board as Non-Executive Director on 5 December 2017. Zheng is a senior finance executive and brings wide experience in the finance sector in both Australia and China. His experience includes having been a senior official for The People’s Bank of China in Australia and New Zealand. Zheng was responsible for facilitating the investment in LCK by China New Energy, LCK’s largest shareholder. Other current listed directorships None Previous listed directorships (last three years) None 17 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only The construction and operation of the PCD facility is a major de-risking event for LCK and a significant step toward commercialisation plans for the LCEP. With the on-site construction of the PCD effectively complete, the operations phase will: 1. Demonstrate the production of syngas from LCK’s gasification technology at Leigh Creek 2. Demonstrate that LCK can operate the ISG gasifier safely and in an environmentally responsible manner 3. Deliver the economic parameters for final design and planning of the commercial plant 4. Provide environmental and process data required for commercial scale approvals 5. Provide the information required for the review of the existing SPE-PRMS 2C 2963.9 PJ resource and the expected partial conversion from contingent resources to reserves (refer ASX announcement 8 January 2016) In parallel to the PCD approvals and construction the Company has been developing plans to generate electricity from a small gas fired power station ahead of its full-scale commercial project. This small-scale project will enable the larger scale project stage by providing the following benefits: • Manageable project size; • Low CAPEX and operational risk; • Simple design; • No redundant capital - power plant is used for large- scale project; • Minimal offsite infrastructure requirement; • Early cash flows; • Importantly a commercial stepping stone, providing proof of commerciality on the path to the large scale project. Information provided by operating the PCD under different parameters will inform the design of this phase of the LCEP. Company Secretary Jordan Mehrtens is a qualified lawyer, and has other qualifications in finance and urban and regional planning. Jordan has worked with Leigh Creek Energy since its commencement, providing regulatory, compliance and other analytical advice. Jordan is a member of the Governance Institute of Australia and performs the secretarial role in the Company. Jordan has been the Company Secretary of Leigh Creek Energy Limited since 2015. Principal Activities The principal activity of the Group was advancing the development of its Leigh Creek Energy Project (LCEP). Review of operations and financial results Leigh Creek Energy Project: The Company continued its progress towards full regulatory approval, above and underground construction and subsequent operation of the pre- commercial demonstration (PCD) at the LCEP. PCD operation is scheduled to commence in the third quarter of 2018. During the year the Company received approval of its Statement of Environmental Objectives (SEO) for the Company’s PCD stage of the LCEP. This constitutes the environmental approval for PCD operations and follows completion of the public consultation stage for the PCD. These are key documents required for Government approvals for the PCD operations. LCK must submit three Activity Notifications to advise the Regulator of the specific activities that are to be undertaken under the framework of the SEO. The status of the these is as follows: 1. PCD Process well drilling – received 15 May 2018; 2. PCD Aboveground plant construction – received 29 May 2018; and 3. PCD Operations including operating, decommissioning and monitoring - pending. The key LCEP activities undertaken on site during the period included the completion of a 15 hole monitoring well drilling program and the advancement of the PCD process well drilling and aboveground plant construction, both of which have been completed in the third quarter of 2018. Upon receipt of the final Activity Notification approval from Government for PCD Operations, the LCEP is expected to progress rapidly to production of first syngas. 18 Reliable energy for South AustraliaDirectors’ ReportFor personal use onlyFinance and Corporate: The consolidated operating loss of the financial year to 30 June 2018 was $6,018,850 (2017: ($5,758,760)). Expenditure incurred on the LCEP capitalised as Exploration expenditure, net of 2016/17 R&D tax offset rebates received ($2,173,372) and R&D rebates receivable for 2017/18 ($9,010,220), was $10,414,426 (2017: $3,535,245). The Company has a working capital facility with the Commonwealth Bank of Australia (CBA) to bring forward access to refundable R&D tax concessions (refer Note 10 for Borrowings). This has provided LCK with the flexibility to bring forward its tax offsets by providing a draw down on eligible expenditure and for CBA to be repaid from the company’s taxation return rebate. In June 2018 LCK extended the Facility to December 2019 and the facility limit was increased to $10.5m. Following receipt of the 2017/18 ATO rebate and clean down of the Facility the limit will decrease to $3.6m to match anticipated 2018/19 tax rebates. A total of $3,830,000 was drawn under the extended facility as at 30 June 2018. In March 2017, Leigh Creek Energy signed a subscription agreement with China New Energy Group Limited (CNE) for the issue of 136.3 million Leigh Creek Energy Limited Ordinary Shares in three tranches at an average issue price of $0.147 per share. On 27 October 2017, China New Energy Group Limited (CNE) completed the final tranche of their $20 million investment in the Company increasing their interest to 32.78% of capital on issue. In June 2018 the Company successfully launched a capital raising incorporating a private placement of 36.9m new fully paid ordinary shares in the Company on 25th June to institutional, sophisticated and professional investors at an issue price of A$0.16 per Share. The other components of the raising included: • a Share Purchase Plan (SPP) of up to 18,750,000 Shares launched on 25 June 2018 giving shareholders the opportunity to purchase up to $15,000 of Shares at a price of $0.16 each; • a SPP shortfall facility; • on completion of these steps and shareholder approval, a CNE placement enabling it to return to its percentage shareholding pre-capital raising of 32.78%. Upon shareholders approving the final tranche and the shares being placed to CNE the capital raising will total $13.24 million (before fees) - the placement of 27,126,447 shares to China New Energy Group Limited (CNE) at 16 cents per share to raise $4.34m being the final tranche. This placement is subject to shareholder approval at a General Meeting of shareholders on 22 August 2018. In July 2017 the Company appointed Zhe Wang as Non- Executive Director and CNE delegate (on completion of the second tranche of the CNE investment CNE were granted the right to a seat on the Board of Directors) and subsequently announced on 6 December 2017 the appointments of Mr Zheng Xiaojiang as Non-Executive Director and Mr Phillip Staveley as Managing Director, further strengthening the board. The Chairman’s report contains further information on the detailed operations of the Group during the year. Dividends The Directors do not recommend the payment of a dividend and no amount has been paid or declared since the end of the previous financial year. Significant changes in state of affairs No significant change in the state of affairs of the Group occurred during the financial year, other than as already referred to in this report. Likely developments, prospects and business strategies Final operational approvals are currently being sought for the pre-commercial development phase of the project with operations scheduled to commence in the third quarter of 2018. In the context of the current and forecast gas, electricity and fertilizer markets, it is anticipated that the Company will then become an attractive business partner. The Group will require further capital to sustain its activities. After reporting date events 1. A total of 9,510,000 new ordinary shares were issued to participating shareholders at A$0.16 per share under the SPP on 20 July 2018. The Company reserved the right to place the unsubscribed balance of the SPP. 2. On 30 July 2018 a total of 9,240,000 new ordinary shares were issued to institutional and sophisticated investors who are primarily existing shareholders of the Company at $0.16 per Share, to place the shortfall from the SPP. 3. Employee Share Options were issued on 18 July 2018 – total of 5,790,000 options issued at an exercise price of $0.251, expiring on 16 July 2022. 4. A General Meeting was held on 22 August 2018 to approve a placement to CNE of 27,126,447 shares at 16 cents per share to raise $4.34m. Upon approval and placement, CNE return to its percentage shareholding pre-capital raising of 32.78%. In addition, shareholders were asked to approve the issue of 4,000,000 unlisted options to directors and 1,000,000 to the Company Secretary at an exercise price of $0.35 expiring on 17 April 2023, and 5,000,000 unlisted options to executive directors at an exercise price of $0.246 expiring on 3 July 2022. 19 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use onlyMeetings of Directors During the financial year, the number of meetings held at which a director was eligible to attend and the number actually attended by each director were: Options forfeited during the period up to and including the date of this report include 680,000 cancelled upon resignation and a further 977,500 options having expired due to vesting conditions not being met. Director Board meetings Audit & Risk Committee Meetings Meetings attended held Meetings held Meetings attended D J Peters P J Staveley G D English M K Chatfield Z Wang Z Xiaojiang 10 5 10 10 10 5 10 5 10 10 10 5 4 - 4 4 - - 4 - 4 4 - - Unissued shares under options At the date of this report, the unissued ordinary shares of Leigh Creek Energy Limited under unlisted and listed options are as follows: Grant Date Date of expiry Exercise Number price under option 14 October 2015 14 October 2019 $0.212 1,000,000 14 October 2015 14 October 2020 $0.25 1,000,000 1 December 2015 31 July 2020 $1.50 1,000,000 1 December 2015 30 November 2020 $0.30 8,090,000 27 June 2016 31 October 2018 $0.20 1,500,000 27 June 2016 31 October 2018 $0.22 1,500,000 27 June 2016 31 October 2018 $0.24 1,500,000 27 June 2016 31 October 2018 $0.26 1,500,000 11 July 2016 30 November 2020 $0.49 27,500 15 July 2016 11 May 2019 $0.30 1,500,000 15 July 2016 8 May 2021 $0.30 800,000 4 October 2016 10 October 2021 $0.35 2,000,000 4 October 2016 10 October 2021 $0.45 2,000,000 10 July 2017 30 November 2020 $0.30 306,000 17 July 2018 16 July 2022 $0.251 5,790,000 Total 29,513,500 Options granted during the period up to and including the date of this report to employees and consultants include 636,000 with an expiry date of 30 November 2020 (330,000 subsequently cancelled upon resignation) and 5,790,000 with an expiry date of 16 July 2020 . Options granted but not yet issued at the date of this report include 4,000,000 director options and 1,000,000 company secretary options (related party) granted 18th April 2018 with issue subject to shareholder approval on 22nd August 2018. In addition, 5,000,000 director options were granted 4th July 2018 with issue also subject to shareholder approval on 22nd August 2018. A number of listed options (17,687,463 at an exercise price of $0.50) were issued as part of the prospectus for the capital raising finalised in May 2016. The listed options lapsed unexercised on the 6th June 2018 and as such there are nil listed options over shares of the Group at the end of the financial year. During the year ended 30 June 2018, and to the date of this report no ordinary shares of Leigh Creek Energy Limited were issued on the exercise of options. None of the options on issue entitles the holders to participate, by virtue of the options, in any dividend or share issue of the Company. Proceedings The Company is not currently a party to legal proceedings brought against it or initiated by it at the date of this report. Environmental issues The Company and subsidiaries are required to comply with various Commonwealth and State environmental legislation in relation to its planned exploration activities and future development at the Leigh Creek site. No notification of any breach of any environmental regulation has been received in respect of any of the Company’s exploration activities during the year. Indemnities given to, and insurance premiums paid for, officers During the year, the company paid a premium to insure officers of the Group. The officers of the Group covered by the insurance policy include all Directors. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a willful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else to cause detriment to the Group. 20 Reliable energy for South AustraliaDirectors’ ReportFor personal use only Details of the amount of the premium paid in respect of insurance policies are not disclosed as such disclosure is prohibited under the terms of the contract. The Group has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify any current or former officer of the Group against a liability incurred as such by an officer. Non-audit services During the year, Grant Thornton Audit Pty Ltd, the Company’s auditors, did undertake a review of the Employee Share Option Plan in addition to their statutory audit duties. Grant Thornton Corporate Finance Pty Ltd (Sydney) prepared an Independent Expert Report in July 2017. The amounts paid for non-audit services are $55,750. Auditor’s Independence Declaration The Auditor’s Independence Declaration for the year ended 30 June 2018 can be found on page 29 and forms part of the Directors’ Report. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. 21 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only1. Principles used to determine the nature and amount of remuneration The remuneration policy is designed to align the objectives of the Key Management Personnel with shareholder and business objectives by providing a fixed remuneration package to non-executive Directors and time based remuneration to Executive Directors. The Board of Leigh Creek Energy believes the policy to be appropriate and effective in attracting and retaining the best Directors and Executives to manage and direct the Group, as well as create goal congruence between Directors, Executives and shareholders. The Company’s policy for determining the nature and amounts of emoluments of board members and other Key Management Personnel of the Company is as follows. The Company’s Constitution specifies that the total amount of remuneration of non-executive Directors shall be fixed from time to time by a general meeting. The current maximum aggregate remuneration of non-executive Directors has been set at $750,000 per annum (as approved by shareholders on 22 August 2018). Directors may apportion any amount up to this maximum amount amongst the non-executive Directors as they determine. Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in performing their duties as Directors. Non-executive Director remuneration is by way of fees and statutory superannuation contributions. Non- executive Directors do not participate in schemes designed for remuneration of executives but they may receive options or bonus payments subject to shareholder approval and are not provided with retirement benefits other than salary sacrifice and statutory superannuation. The Company’s remuneration structure is based on a number of factors including the particular experience and performance of the individual in meeting key objectives of the Company. The Board is responsible for assessing relevant employment market conditions and achieving the overall, long term, objective of maximising shareholder benefits through the retention of high quality personnel. The Board may approve the payment of cash bonuses from time to time in order to reward individual executive performance in achieving key objectives as considered appropriate by the Board. The Company also has an Employee Share Option Plan, approved by shareholders, that enables the Board to offer eligible employees options to acquire ordinary fully paid shares in the Company. Under the terms of the Plan, options to acquire ordinary fully paid shares may be offered to the Company’s eligible employees at no cost unless otherwise determined by the Board in accordance with the terms and conditions of the Plan. The objective of the Plan is to align the interests of employees and shareholders by providing employees of the Company with the opportunity to participate in the equity of the Company as an incentive to achieve greater success for the Company and to maximise the long term performance of the Company, and can also be used as a reward for performance. As the Company is developing an energy asset which is not yet in production, in the opinion of the Board, the Company’s earnings and the consequences of the Company’s performance on shareholder wealth are not related to the Company’s remuneration policy. Voting at 2017 AGM Of the total valid available votes lodged, Leigh Creek Energy received 83.67% “yes” votes on its remuneration report for the 2017 financial year with the motion carried unanimously on a show of hands as an ordinary resolution. The Company did not receive any specific feedback at the AGM on its remuneration practices. Use of remuneration consultants The Company has engaged and sought benchmarking advice from remuneration consultants. In 2018 independent consultants were engaged to undertake market benchmarking to provide information on KMP remuneration. The Corporations Act 2001 requires companies to disclose specific details regarding the use of remuneration consultants. The mandatory disclosure requirements only apply to those advisors who provide a “remuneration recommendation” as defined in the Corporations Act 2001. The Board did not receive any remuneration recommendations during the reporting period. 22 Reliable energy for South AustraliaRemuneration Report – auditedFor personal use only2. Details of remuneration Details of the nature and amount of each element of the remuneration of each Key Management Personnel (KMP) of the Group are shown in the table below: Short term benefits Post employment benefits Termination benefits Share based payments Year Directors fees Salary and wages Other Non-monetary benefits 1 Super contributions $ Options 2 Total Executive directors D J Peters P J Staveley5 D K Shearwood3 Non-executive directors G D English M Chatfield Z Wang5 Z Xiaojiang5 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 - - - - - - 309,790 300,000 324,877 275,000 - 68,750 50,000 50,000 50,000 50,192 29,168 - 28,782 - - - - - - - - - - - - - - - - - - - 21,019 - 115,0006 - Other key management personnel 2018 2017 2018 2017 2018 2017 - - - - - - 282,500 275,000 257,000 250,000 - 72,917 - - - - - - J Haines M Terry7 G Marsden Total Notes 4,402 6,262 3,926 - - 8,267 - - - - - - - - 892 1,247 - - - - 27,470 28,500 28,268 26,125 - 6,531 4,750 4,750 4,750 4,768 2,771 - 2,734 - 26,838 26,125 24,415 23,750 - 6,927 - - - - 4,723 5,655 13,792 63,658 346,385 340,417 370,863 364,783 - 305,1634 - (5,306) - 383,405 - - - - - - - - - - - - - 12,498 - (97,942)8 - (91,171)8 54,750 (43,192) 54,750 (36,211) 114,161 - 167,119 - 114,161 - 260,677 - 13,792 63,658 6,896 31,829 - 6,803 324,022 366,030 288,311 305,579 - 99,145 2018 2017 157,950 100,192 1,174,167 1,241,667 136,019 - 9,220 15,776 121,996 127,476 - 317,661 267,525 1,866,877 (22,816) 1,779,956 1 2 3 4 5 6 7 8 Non monetary benefits include benefits provided to the KMP on which Fringe Benefits tax is paid. In accordance with the Accounting Standards, remuneration includes a proportion of the notional value of the options granted or outstanding during the year. The notional value of options is determined as at the issue date and is progressively allocated over the vesting period. The amount included as remuneration is not indicative of the benefit (if any) that the employee may ultimately realise should the option vest. The notional value of the options as at the issue date has been determined in accordance with the accounting policy Employee Remuneration Note 11. Mr Shearwood was made redundant on 30 September 2016. Under the terms of Mr Shearwood’s termination, he received a redundancy payment of $293,000 plus unused leave. Options were granted on a provisional basis to Non-Executive Directors on 18th April 2018. As the remuneration is required to be approved by shareholders, the options will be granted and issued following approval at General Meeting in August 2018. Under accounting rules, the options were expensed in the financial year based on the provisional grant date Mr Xiaojiang provided consulting services during the year. Mr Terry resigned effective 17 August 2018. Options were approved at the AGM in September 2016 for these directors. Under accounting rules, the options were expensed in the previous financial year using 30 June 2016 as the provisional grant date. An adjustment to accounting expense has been completed in this financial year to true-up the expense based on the actual grant date price. 23 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only 3. Service agreements Remuneration and other terms of employment for the Executive Directors and other Key Management Personnel are formalised in a Service Agreement. The major provisions of the agreement relating to remuneration are set out below: The options were provided at no cost to the recipients. All options expire on the earlier of the expiry date or cessation of the individual‘s employment (except retiring directors). Options issued in previous financial years that lapsed or were forfeited during the current financial year: Employee Base salary Term of agreement Notice period D J Peters $309,790 Ongoing 3 months P J Staveley1 $350,000 Ongoing 6 months Name Number of options forfeited (lapsed) during the year Financial year in which those options were granted J Haines M Terry Notes $282,500 $255,000 Ongoing 12 months M Chatfield 25,0001 2016 Ongoing 3 months Notes: 1 Mr Chatfield acquired 25,000 Listed Options in the May 2016 share placement which lapsed unexercised during the period. 1 Salary effective from 5 December 2017 being date of appointment as Managing Director. 2 Service agreements are presented as at 30 June 2018. 4. Share-based remuneration Unlisted options are granted to Directors and Key Management Personnel as part of their remuneration. The options are not granted subject to performance criteria, but are issued to the relevant directors and Key Management Personnel of the Group to increase goal congruence between executives, directors and shareholders. All options refer to options over ordinary shares of the Company, which are exercisable on a one-for-one basis under the terms of the agreements. Options granted during this financial year: Name Number Grant date granted Number vested 18 April 2018 18 April 2018 - - Z Wang 1 - Z Xiaojiang 1 - Total - Note: Vesting and first exercise date Last exercise date - - 17 April 2023 17 April 2023 1 Options were granted on a provisional basis to Non-Executive Directors on 18th April 2018. As the remuneration is required to be approved by shareholders, the options will be granted and issued following approval at General Meeting in August 2018. Under accounting rules, the options were expensed in the financial year based on the provisional grant date. 24 Reliable energy for South AustraliaRemuneration Report – auditedFor personal use only A U D I T O R ’ S I N D E P E N D E N C E 5. Other information Number of options held by Key Management P ersonnel The number of options to acquire ordinary shares in the Company held during the 2018 reporting period by each of the Group’s Key Management Personnel, including their related parties, is set out below: Name Balance at start of year Granted as remuneration Exercised Other changes Closing balance Vested and exercisable at the end of the reporting period Vested and unexercisable at the end of the reporting period D J Peters 750,000 P J Staveley 2,000,000 G D English 2,000,000 M Chatfield 1 2,025,000 Z Wang 2 Z Xiaojiang 2 J Haines M Terry Total Notes: - - 2,000,000 1,000,000 9,775,000 - - - - - - - - - - - - - - - - - - - - - 750,000 250,000 2,000,000 1,000,000 2,000,000 2,000,000 (25,000) 2,000,000 2,000,000 - - - - - - - - 2,000,000 1,000,000 1,000,000 500,000 (25,000) 9,750,000 6,750,000 - - - - - - - - - 1 Mr Chatfield acquired 25,000 Listed Options in the May 2016 share placement which lapsed unexercised during the period. 2 Options that form part of Non-Executive Director remuneration package have been granted on a provisional basis subject to approval of shareholders in August 2018, and as such are not reported in this table. Number of shares held by Key Management Personnel The number of ordinary shares in the Company during the 2018 reporting period held by each of the Group’s Key Management Personnel, including their related parties, is set out below: Name D J Peters P J Staveley2 G D English M Chatfield2 Z Wang Z Xiaojiang3 J Haines M Terry Total Notes: Balance at start of year Granted as remuneratione Received on exercise Other changes1 Held at the end of the reporting - 550,000 - 1,308,914 - - - - 1,858,914 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 550,000 - 1,308,914 - - - - 1,858,914 1 Other changes include purchases, sales or transfers during the financial year 2 M Chatfield and P Staveley both acquired shares under the SPP in July 2018. 3 Xiaojiang has an interest in 12,470,921 shares held by Crown Ascent Development Limited due to having a 25% interest in Crown. Date of change was 29 May 2018. 25 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only C O R P O R AT E G O V E R N A N C E S TAT E M E N T Loans to Key Management Personnel At balance date, the Group does not have any outstanding receivables relating to loans to employees or Key Management Personnel. Related party transactions During the reporting period: Piper Alderman lawyers were paid $82,909 (2017: $78,015) for legal services rendered to the Group. Greg English is a partner at Piper Alderman lawyers; ARK Energy Ltd had a service agreement in place with the Company for facilities and accounting services. Fees rendered to the Company were $14,700 (2017: $32,586), of which $9,432.85 remans unpaid at the date of this report. Prior to joining the LCK Board, Mr Philip Staveley resigned on 5 December from being a director of ARK Energy Ltd prior to joining the LCK Board; Investment Company Services Pty Ltd were paid $60,116 (2017: $Nil) for providing investor relations services to the Group. The party is related to Mr Peters, Executive Chairman. A market capitalisation performance fee is payable under the contract to a maximum value of $500,000, less any fees earned, payable in shares. This fee is only payable if the average weighted share price exceeds $0.30 for a consecutive 45 day period prior to 31 December 2018. The contract expires on 31 December 2018; A related party incurred travel reimbursements totalling $1,553. The related party, Allied Resources Partners Pty Ltd, is related to Mr Peters, Executive Chairman; End of audited remuneration report 26 Reliable energy for South AustraliaRemuneration Report – auditedFor personal use onlyGrant Thornton Audit Pty Ltd continues in office in accordance with Section 327 of the Corporations Act 2001. The auditor has not been engaged during the year for any non-audit services which may have impaired the auditor’s independence. The auditor’s independence declaration for the year ended 30 June 2018 has been received and is included in this report. Signed in accordance with a resolution of the Board. D J Peters Director Dated at Adelaide, South Australia this 22nd day of August 2018 The Board of Directors (the Board) of Leigh Creek Energy Limited (the Company) is committed to achieving and demonstrating the highest standard of Corporate Governance. The Board guides the affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. The Board has responsibility for the overall Corporate Governance of the Company including its strategic direction, establishment of goals for its management and monitoring the achievement of those goals. The individual Directors recognise that their primary responsibility is to the owners of the Company, its shareholders, while simultaneously having regard for the interests of all stakeholders and the broader community. The statement outlines the Company’s Corporate Governance Practices in place during the financial year. The Company’s statement is made based on the ASX Corporate Governance Councils Corporate Governance Principles and Recommendations (3rd Edition). Although the ASX Corporate Governance Council’s Recommendations are not mandatory, under listing rule 4.10.3 companies are required to provide a statement disclosing the extent to which they have followed the recommendations in the reporting period, identifying any principles which have not been followed with reasons for not having done so. The statement of revised principles and the Company’s compliance with each principle are set out in the Company’s website www.lcke.com.au 27 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018Corporate Governance StatementAuditor’s IndependenceFor personal use only1. In the opinion of the Directors of Leigh Creek Energy Limited: a. The consolidated financial statements and notes of the company are in accordance with the Corporations Act 2001, including: i. ii. Giving a true and fair view of the financial position as at 30 June 2018 and of the performance of the Group for the year ended on that date; and Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and b. There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. 2. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2018. 3. Note 1 confirms that the consolidated financial statements also comply with International Financial Reporting Standards. This declaration is made in accordance with a resolution of the Board of Directors. D J Peters Director Dated at Adelaide, South Australia this 22nd day of August 2018 28 Reliable energy for South AustraliaDirectors’ DeclarationFor personal use only Grant Thornton House Level 3 170 Frome Street Adelaide SA 5000 Correspondence to: GPO Box 1270 Adelaide SA 5001 T +61 8 8372 6666 F +61 8 8372 6677 E info@sa.au.gt.com W www.grantthornton.com.au Auditor’s Independence Declaration To the Directors of Leigh Creek Energy Limited In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Leigh Creek Energy Limited for the year ended 30 June 2018, I declare that, to the best of my knowledge and belief, there have been: a b no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. Grant Thornton Audit Pty Ltd Chartered Accountants I S Kemp Partner – Audit & Assurance Adelaide, 22 August 2018 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 www.grantthornton.com.au ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. 29 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018Auditor’s Independence DeclarationFor personal use only 30 Reliable energy for South AustraliaFor personal use onlyD I R E C T O R S ’ R E P O R T 8 1 0 2 T R O P E R L A U N N A D E T I M I L Y G R E N E K E E R C H G I E L 3131 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018Financial InformationFor personal use only Other revenue Other expenses Depreciation of property, plant and equipment Notes 2a 2b 2018 $ 55,000 2017 $ 53,731 (2,711,097) (2,581,694) (39,951) (35,251) Employee benefits expense 11 (3,192,731) (3,171,452) Finance income Finance costs Loss before income tax Income tax benefit Loss for the year after income tax Total other comprehensive income Total comprehensive (loss) for the year Earnings per share Basic (cents per share) Diluted (cents per share) The accompanying notes form part of these financial statements. (5,888,779) (5,734,666) 180,645 (310,716) 54,011 (78,105) (6,018,850) (5,758,760) - - (6,018,850) (5,758,760) - - (6,018,850) (5,758,760) (0.02) (0.02) (0.02) (0.02) 3a 3b 4 20 20 32 Reliable energy for South AustraliaConsolidated Statement Of Profit Or Loss And Other Comprehensive Income For personal use only Assets Current Cash assets Trade and other receivables Other financial assets Total Current Assets Non-current Property, plant and equipment Exploration and evaluation expenditure Total Non-Current Assets Total assets Liabilities Current Trade and other payables Borrowings Employee entitlements Total Current liabilities Total liabilities Net assets Equity Equity attributable to owners of the parent: Share capital Share option reserve Retained losses Total equity The accompanying notes form part of these financial statements. Notes 2018 $ 2017 $ 5 6 7 8 9 10 11 9,323,648 8,757,787 9,359,171 2,358,752 142,434 - 18,825,253 11,116,539 282,658 220,720 16,400,151 5,985,725 16,682,809 6,206,445 35,508,062 17,322,984 5,757,263 1,656,968 3,830,000 1,540,049 538,584 298,499 10,125,847 3,495,516 10,125,847 3,495,516 25,382,215 13,827,468 12 13 58,327,054 41,100,034 1,802,721 1,456,144 (34,747,560) (28,728,710) 25,382,215 13,827,468 33 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018Consolidated Statement Of Financial PositionFor personal use only Share capital $ Retained losses $ Share option reserve $ Total equity $ Balance 1 July 2017 41,100,034 (28,728,710) 1,456,144 13,827,468 Total comprehensive income Total profit or (loss) Other comprehensive income Total comprehensive income - - - (6,018,850) - (6,018,850) Transactions with members in their capacity as owners: Issued of share capital (net of costs) Employee share based payment options Total transactions with owners 17,227,020 - 17,227,020 - - - - - - - (6,018,850) - (6,018,850) 17,227,020 346,577 346,577 346,577 17,573,597 Balance at 30 June 2018 58,327,054 (34,747,560) 1,802,721 25,382,215 Balance 1 July 2016 32,361,720 (22,969,950) 1,395,284 10,787,054 Total comprehensive income Total profit or (loss) Other comprehensive income Total comprehensive income - - - (5,758,760) - (5,758,760) Transactions with members in their capacity as owners: Issued of share capital (net of costs) Employee share based payment options Total transactions with owners 8,738,314 - 8,738,314 - - - - - - - 60,860 60,860 (5,758,760) - (5,758,760) 8,738,314 60,860 8,799,174 Balance at 30 June 2017 41,100,034 (28,728,710) 1,456,144 13,827,468 The accompanying notes form part of these financial statements. 34 Reliable energy for South AustraliaConsolidated Statement Of Changes In Equity For personal use only Cash flows from operating activities Sundry income received Interest paid Interest received R&D rebates received Payments to suppliers and employees Notes 2018 $ 55,000 - 180,610 2017 $ 20,000 (5,288) 34,411 2,173,372 834,555 (5,543,770) (5,458,337) Net cash (used in) operating activities 16(b) (3,134,788) (4,574,659) Cash flows from investing activities Purchase of property, plant & equipment Proceeds from disposal of assets Capitalised exploration costs Net cash (used in) investing activities Cash flow from financing activities Issue of shares Share issue transaction costs Proceeds from borrowings Payment of borrowing costs (Repayments) of borrowings Net cash from / (used in) financing activities Net change in cash and cash equivalents Cash and cash equivalents, beginning of year (110,637) (126,955) - 29,063 (15,394,967) (5,611,122) (15,505,604) (5,709,014) 18,414,559 9,315,764 (1,187,540) (577,450) 4,170,000 1,610,000 (240,766) (94,800) (1,950,000) - 19,206,253 10,253,514 565,861 (30,159) 8,757,787 8,787,946 Cash and cash equivalents, end of year 16(a) 9,323,648 8,757,787 The accompanying notes form part of these financial statements. 35 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018Consolidated Statement Of Cash FlowsFor personal use only d. Changes in accounting policy New and revised standards that are effective for these financial statements A number of new and revised standards became effective for the first time to annual periods beginning on or after 1 July 2017. Information on the more significant standards is presented below. (i) AASB 2014-4 Amendments to Australian Accounting Standards – Clarification of Acceptable Methods of Depreciation and Amortisation. The amendments to AASB 116 prohibit the use of a revenue-based depreciation method for property, plant and equipment. Additionally, the amendments provide guidance in the application of the diminishing balance method for property, plant and equipment. The amendments to AASB 138 present a rebuttable presumption that a revenue-based amortisation method for intangible assets is inappropriate. This rebuttable presumption can be overcome (i.e., a revenue-based amortisation method might be appropriate) only in two (2) limited circumstances: a. The intangible asset is expressed as a measure of revenue, for example when the predominant limiting factor inherent in an intangible asset is the achievement of a revenue threshold (for instance, the right to operate a toll road could be based on a fixed total amount of revenue to be generated from cumulative tolls charged); or b. When it can be demonstrated that revenue and the consumption of the economic benefits of the intangible asset are highly correlated. The adoption of these amendments has not had a material impact on the Group. 1. Summary of significant accounting policies The principal activity of the Group was pursuing the development of its Leigh Creek Energy Project. a. General information and statement of compliance The consolidated general purpose financial statements have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB). Compliance with Australian Accounting Standards results in full compliance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Leigh Creek Energy is a for-profit entity for the purposes of preparing the financial statements. The financial report has been presented in Australian dollars. Leigh Creek Energy Limited is the Group’s Ultimate Parent Company. Leigh Creek Energy Limited is a listed public company, incorporated and domiciled in Australia. The address of the registered office and its principal place of business is Level 11, 19 Grenfell Street, Adelaide SA 5000. The consolidated financial statements for the year ended 30 June 2018 were approved and authorised for issue by the Board of Directors on 22nd August 2018. b. Overall considerations The consolidated financial statements have been prepared on an accruals basis and are based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. c. Basis of consolidation The Group financial statements consolidate those of the Parent Company and all of its subsidiaries as of 30 June 2018. The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have a report date of 30 June. The controlled entities are disclosed in Note 17 to the financial statements. All inter-company balances transactions and balances between Group companies are eliminated on consolidation. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. 36 Reliable energy for South AustraliaNotes to the Financial Statements for the year ending June 30, 2018For personal use only1. Summary of significant accounting policies continued Accounting standards issued but not yet effective and not been early adopted by the Group The accounting standards that have not been early adopted for the year ended 30 June 2018, but will be applicable to the Group in future reporting periods are detailed below. Apart from these standards, we have considered other accounting standards that will be applicable in future reporting periods, however they have been considered insignificant to the Group. (iv) AASB 2016-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 107 This amendment alters AASB 107 Statement of Cash Flows to require entities preparing financial statements in accordance with Tier 1 reporting requirements to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. When this standard is first adopted for the year ending 30 June 2019, there will be no material impact on the transactions and balances recognised in the financial statements. (ii) AASB 2015-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101 Presentation of Financial Statements The Standard makes amendments arising from the IASB’s Disclosure Initiative project. The amendments: • clarify the materiality requirements in AASB 101, including an emphasis on the potentially detrimental effect of obscuring useful information with immaterial information • clarify that AASB 101’s specified line items in the statement(s) of profit or loss and other comprehensive income and the statement of financial position can be disaggregated • add requirements for how an entity should present subtotals in the statement(s) of profit and loss and other comprehensive income and the statement of financial position • clarify that entities have flexibility as to the order in which they present the notes, but also emphasise that understandability and comparability should be considered by an entity when deciding that order • remove potentially unhelpful guidance in AASB 101 for identifying a significant accounting policy The adoption of these amendments has not had a material impact on the Group. (iii) AASB 2015-9 Amendments to Australian Accounting Standards – Scope and Application Paragraphs This amendment inserts scope paragraphs into AASB 8 Operating Segments and AASB 133 Earnings per Share in place of application paragraph text in AASB 1057. In July and August 2015, the AASB reissued AASB 8, AASB 133 and most of the Australian Accounting Standards that incorporate IFRSs to make editorial changes. The application paragraphs in the previous versions of AASB 8 and AASB 133 covered scope paragraphs that appear separately in the corresponding IFRS 8 and IAS 33. In moving those application paragraphs to AASB 1057 when AASB 8 and AASB 133 were reissued in August, the AASB inadvertently deleted the scope details from AASB 8 and AASB 133. This amending Standard puts the scope details into those Standards, and removes the related text from AASB 1057. There is no change to the requirements or the applicability of AASB 8 and AASB 133. The adoption of these amendments has not had a material impact on the Group. 37 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only1. Summary of significant accounting policies continued AASB 9 requirements regarding hedge accounting (v) AASB 9 Financial instruments (December 2014) AASB 9 introduces new requirements for the classification and measurement of financial assets and liabilities. These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139. The main changes are: a. Financial assets that are debt instruments will be classified based on: (i) the objective of the entity’s business model for managing the financial assets; and (ii) the characteristics of the contractual cash flows. b. Allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income (instead of in profit or loss). Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument. c. Introduces a ‘fair value through other comprehensive income’ measurement category for particular simple debt instruments. d. Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases. e. Where the fair value option is used for financial liabilities the change in fair value is to be accounted for as follows: - the change attributable to changes in credit risk are presented in Other Comprehensive Income (‘OCI’) - the remaining change is presented in profit or loss If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of the changes in credit risk are also presented in profit or loss. Otherwise, the following requirements have generally been carried forward unchanged from AASB 139 into AASB 9: - classification and measurement of financial liabilities; and - derecognition requirements for financial assets and liabilities. represent a substantial overhaul of hedge accounting that enable entities to better reflect their risk management activities in the financial statements. Furthermore, AASB 9 introduces a new impairment model based on expected credit losses. This model makes use of more forward-looking information and applies to all financial instruments that are subject to impairment accounting. When this standard is first adopted for the year ending 30 June 2019, there will be no material impact on the transactions and balances recognised in the financial statements. (vi) AASB 2016-5 Amendments to Australian Accounting Standards – Classification and Measurement of Share-based Payment Transactions This Standard amends AASB 2 Share-based Payment, clarifying how to account for certain types of share- based payment transactions. The amendments provide requirements on the accounting for: • The effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments • Share-based payment transactions with a net settlement feature for withholding tax obligations • A modification to the terms and conditions of a share- based payment that changes the classification of the transaction from cash-settled to equity-settled. When this standard is first adopted for the year ending 30 June 2019, there will be no impact on the transactions and balances recognised in the financial statements. (vii) AASB 16 Leases • replaces AASB 117 Leases and some lease-related Interpretations; • requires all leases to be accounted for ‘on-balance sheet’ by lessees, other than short-term and low value asset leases; • provides new guidance on the application of the definition of lease and on sale and lease back accounting; • largely retains the existing lessor accounting requirements in AASB 117; and • requires new and different disclosures about leases As this Standard will be first adopted for the year ending 30 June 2020, the company is yet to undertake a detailed assessment of the impact of AASB 16. Based on the company’s preliminary assessment however, the Standard is not expected to have a material impact on the transactions and balances recognised in the financial statements when it is first adopted for the year ending 30 June 2020. 38 Reliable energy for South AustraliaNotes to the Financial Statements for the year ending June 30, 2018 For personal use only 1. Summary of significant accounting policies continued (viii) AASB 15 Revenue from Contracts with Customers • replaces AASB 118 Revenue, AASB 111 Construction Contracts and some revenue-related Interpretations: − establishes a new revenue recognition model − changes the basis for deciding whether revenue is to be recognised over time or at a point in time − provides new and more detailed guidance on specific topics (e.g. multiple element arrangements, variable pricing, rights of return, warranties and licensing) g. Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, unless the GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. The net amount of GST recoverable from the Australian Tax Office is included with other receivables in the statement of financial position. Cash flows are presented in the cash flow statement − expands and improves disclosures about on a GST inclusive basis. h. Comparative figures Unless otherwise required by an accounting standard comparative information is disclosed in respect of the previous corresponding period, including for narrative and descriptive information. To the extent that items are amended or reclassified comparative amounts are also amended or reclassified. Prior period errors are retrospectively corrected in the next financial report following discovery. revenue As this Standard will be first adopted for the year ending 30 June 2019, there will be no material impact on the transactions and balances recognised in the financial statements. There are no other standards that are not yet effective and that are expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. e. Impairment of assets At each reporting date, the group reviews the carrying values of its assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of profit or loss and other comprehensive income. Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. f. Segment reporting The Board has considered the requirements of AASB 8 Operating Segments and the internal reports that are reviewed by the chief operating decision maker (the Board) in allocating resources and has concluded at this time that there are no separately identifiable segments. 39 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only1. Summary of significant accounting policies continued ii. Significant management judgement in applying accounting policies When preparing the financial statements, management undertake a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses. The areas involving significant estimates and assumptions are listed below: • Exploration and Evaluation Expenditure – Note 8 Judgement is required to ensure that the carrying value of Exploration and Evaluation assets does not exceed the recoverable amount. Factors considered in this judgement are: a) the period for which the entity has the right to explore in the specific area has expired or will expire in the near future; b) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; c) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities; d) sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. Management has made a judgement that, given these factors, the balance of Exploration and Evaluation assets is not impaired. • Share based payments – Note 11 The valuation for accounting purposes of Share Based Payments relies on a number of factors that cannot be accurately measured. These include: a) the volatility of the LCK share value; b) the probability that vesting conditions/milestones will be met; c) the probability that the employee will remain employed with the company until the expiry date of the options; d) the probability that the employee will exercise their options. Final judgement about vesting of the options is retained by the Board. Management has assessed each of these factors and made judgements on what factors are used for the calculation. 40 Reliable energy for South AustraliaNotes to the Financial Statements for the year ending June 30, 2018 For personal use only 2. Other revenue and expenses Accounting policy – revenue and expenses recognition Other revenue is recognised on an accruals basis and is recognised at the time the right to receive payment is established. Other expenses represent costs incurred for the administration of the business. Costs relating to the project have been capitalised to Exploration and Evaluation expenditure (as shown in Note 8). a) Other revenue Grants Fair value to P&L (financial assets) Disposal of fixed assets Total other revenue b) Other expenses Accounting and audit Communications costs Corporate advisory Software & other Consulting and legal expense Insurance Investor relations Listing & registry fees Occupancy expense Printing and office supplies Travel and accommodation Sundry Total other expenses 2018 $ 55,000 - - 55,000 164,948 52,292 574,330 47,619 428,627 110,704 259,169 118,708 358,753 52,840 298,503 244,604 2017 $ 20,000 10,875 22,856 53,731 142,343 54,905 371,302 87,506 424,631 71,553 331,176 61,140 449,661 27,828 346,772 212,877 2,711,097 2,581,694 41 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018 For personal use only 3. Finance income and finance costs Accounting policy – Finance income and finance costs Finance income includes interest revenue which is recognised on an accruals basis taking into account the interest rates applicable. It is recognised at the time the right to receive payment is established. Finance costs include interest paid and amortised borrowing costs from financing arrangements. Costs incurred in relation to the arrangement are amortised using the effective interest method, over the life of the loan. a) Finance income Interest earned Total finance income b) Finance costs Interest paid Amortised borrowing costs Total finance costs 2018 $ 2017 $ 180,645 180,645 - 310,716 310,716 54,011 54,011 5,288 72,817 78,105 42 Reliable energy for South AustraliaNotes to the Financial Statements for the year ending June 30, 2018 For personal use only 4. Income tax Accounting policy – income taxes Deferred taxes are not recognised in the accounts. As the Group has significant carried forward tax losses, it does not have sufficient taxable temporary differences which will result in taxable amounts against which the unused tax losses can be utilised. The amount of benefits which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the condition of deductibility imposed by the law. Tax consolidation Leigh Creek Energy Limited and its wholly owned Australian subsidiaries are part of a tax-consolidated group under Australian taxation law. a) Numerical reconciliation of income tax expense to prima facie tax payable Loss before income tax (6,018,850) (5,758,760) 2018 $ 2017 $ Prima facie tax (benefit) on loss before income tax at 27.5% (2017: 27.5%) (1,655,184) (1,583,659) Permanent differences: Entertainment non deductible Share based payments Fair value adjustment for investments Movement in unrecognised tax assets and liabilities Tax loss not recognisable Under/(Over) provided in prior year Aggregate income tax expense b) Tax losses Unused tax losses for which no deferred tax asset has been recognised Revenue losses Capital losses 16,687 95,309 - 666,949 804,335 71,904 - 10,986 16,736 (2,985) (386,139) 1,426,033 519,028 - 16,775,866 15,819,969 50,729 50,729 The Group considers that in the future it will be generating taxable income to utilise carried forward tax losses, however, it does not meet the recognition criteria. Additionally, the carried forward tax losses can only be utilised in the future when taxable income is being generated, if the continuity of ownership test is passed, or failing that, the same business test is passed. 43 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only 5. Cash assets Accounting policy – Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call and term deposits with banks. i) Cash and cash equivalents Bank balances Term deposits12 Cash and cash equivalents in the statement of cashflows Notes: 1 Includes $480,138 of restricted cash to support a bond and credit card facility. 2 Term deposits comprise cash balances with an original maturity of less than three months. 2018 $ 2017 $ 1,087,392 307,787 8,236,256 8,450,000 9,323,648 8,757,787 6. Trade and other receivables Accounting policy – Trade and other receivables Trade receivables are recognised initially at fair value. At balance date, no receivables were considered to be outstanding or impaired. Trade debtors GST recoverable Prepayments R&D tax incentive receivable Other debtors Total Trade and other receivables 2018 $ 9,433 250,165 51,697 2017 $ 26,400 127,032 23,142 9,010,220 2,135,457 37,656 46,721 9,359,171 2,358,752 44 Reliable energy for South AustraliaNotes to the Financial Statements for the year ending June 30, 2018 For personal use only 7. Property, plant and equipment Accounting policy – Property, plant and equipment Each class of property, plant and equipment is carried at cost, where applicable, less any accumulated depreciation and impairment losses. i) Plant and equipment Plant and equipment are shown at historical cost less accumulated depreciation and accumulated impairment. Cost includes expenditure that is directly attributable to the acquisition of the assets. The carrying amount of plant and equipment is reviewed annually to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. ii) Depreciation Depreciation is calculated using the straight-line method to allocate their cost over their estimated useful lives, as follows: • Plant and equipment • Office equipment • Motor vehicles • Leasehold improvement The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Gains and losses on disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets (including impairment provision) and are recognised in the profit or loss with Other Income or Other Expenses. 10-50% 5-33% 15% 45% Cost Balance at 1 July 2017 Additions Transfers Disposals Balance at 30 June 2018 Accumulated depreciation & impairment Balance at 1 July 2017 Impairment balance Depreciation Transfers Impairment movement Disposals Balance at 30 June 2018 Carrying amounts At 1 July 2017 At 30 June 2018 2018 $ 2017 $ 506,172 117,894 - - 624,066 515,695 126,956 115 (136,594) 506,172 285,452 303,470 - 56,016 - - 99,285 39,873 115 (55,968) (60) (101,323) 341,408 285,452 220,720 282,658 - 220,720 45 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only 8. Exploration and evaluation expenditure Accounting policy – Exploration and evaluation expenditure Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that right of tenure is current and those costs are expected to be recouped through the successful development of the area (or, alternatively by its sale) or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and operations in relation to the area are continuing. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. Accumulated costs, in relation to an abandoned area, are written off in full against profit in the period in which the decision to abandon the area is made. Balance at opening Licence fees Costs capitalised for Feasibility Studies Costs capitalised for LCEP Less R&D tax concession rebates Total exploration and evaluation expenditure 2018 $ 2017 $ 5,985,725 2,450,480 8,748 916,489 7,198 503,987 18,537,324 5,950,201 (9,048,135) (2,926,141) 16,400,151 5,985,725 During the year the Company applied for R&D Tax Incentives through AusIndustry in relation to eligible research expenditure incurred during 2017/18 for the Leigh Creek Energy Project. The tax incentive received during the year is a refundable tax credit and has been credited to Exploration and Evaluation capitalised expenditure ($2,173,372). Additionally, the Company has booked a receivable ($9,010,220) in relation to eligible R&D expenditure for the period up to and including 30 June 2018 which has been reviewed externally to ensure it is in accordance with the relevant criteria. 9. Trade and other payables Trade and other payables consist of the following: Trade payables Other payables Accruals Total Trade and other payables 2018 $ 2017 $ 1,410,581 1,036,393 53,594 4,293,088 45,942 574,633 5,757,263 1,656,968 46 Reliable energy for South AustraliaNotes to the Financial Statements for the year ending June 30, 2018 For personal use only 10. Borrowings Accounting policy – Borrowings Borrowings are recognised initially at fair value less attributable transaction and finance costs. Subsequent to initial recognition, Borrowings and loans are stated at amortised cost, with any difference between cost and redemption value being recognised in the profit or loss over the period of the loan on an effective interest basis. Loans with a determinable payment due less than twelve months from reporting date are classified as current liabilities. Transaction and finance costs include ancillary costs incurred in connection with the arrangement of loans, interest payable and facility line fees payable on the loan. Current R&D working capital facility Total loans Loans R&D working capital facility – available R&D working capital facility – undrawn Loans - drawn Less: unamortised transaction costs Carrying amount at 30 June 2018 2018 $ 2017 $ 3,830,000 1,540,049 3,830,000 1,540,049 6,500,000 2,000,000 (2,670,000) (390,000) 3,830,000 1,610,000 - (69,951) 3,830,000 1,540,049 The Company has a working capital facility with the Commonwealth Bank of Australia (CBA) to bring forward access to refundable R&D tax concessions. This has provided LCK with the flexibility to bring forward its tax offsets by providing a draw down on eligible expenditure and for CBA to be repaid from the company’s taxation return rebate. In June 2018 LCK extended the Facility to December 2019 and the facility limit was increased to $10.5m. Following receipt of the 2017/18 ATO rebate and clean down of the Facility the limit will decrease to $3.6m to match anticipated 2018/19 tax rebates. A total of $3,830,000 was drawn under the extended facility as at 30 June 2018. The receivable due from the R&D rebate is $9,010,220 for the year. 47 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only 11. Employee remuneration Employee benefits expense Wages, salaries (inc. on-costs) Superannuation Share based payments Total employee benefit expense 2018 $ 2017 $ 2,651,217 2,890,950 194,937 346,577 219,642 60,860 3,192,731 3,171,452 Under the Company’s Accounting for Exploration policy, labour costs relating to the LCEP are capitalised. The total staff cost was $5,759,766 (2017 : $5,208,931). Share based employee remuneration Accounting policy – Share based payment plans Share based compensation benefits are provided to employees of the Company. The fair value of the options granted under the plan is recognised as an employee benefit expense with a corresponding increase in equity (Share Option Reserve). The fair value is measured at grant date and recognised over the period during which the employees become entitled to the underlying options. The fair value at issue date is calculated using the Trinomial option pricing model that takes into account the share price at issue date, the exercise price, the term until expiry, estimate of implied volatility, the vesting and performance criteria and the non-tradeable nature of the option. At each balance sheet date, the Company revises its estimate of the number of options that are expected to become exercisable. (i) Number of options issued to employees during the year Outstanding at beginning of the year Forfeited Issued 1 Exercised Notes: 2018 2017 16,445,000 14,250,000 (728,750) (2,000,000) 636,000 4,195,000 - - 16,352,250 16,445,000 1 Excludes 4,000,000 director options and 1,000,000 company secretary options (related party) granted 18th April 2018, with issue subject to shareholder approval on 22nd August 2018, expensed during the period in accordance with accounting standard. 48 Reliable energy for South AustraliaNotes to the Financial Statements for the year ending June 30, 2018 For personal use only 11. Employee Remuneration continued (ii) Valuation assumptions Grant date Number issued Share price at grant date Volatility (average)5 Fair value at issue date Exercise price Exercisable from Exercisable to Plan 1 Plan 2 Plan 3 15 October 2015 1 December 2015 1 December 2015 2,000,000 2,000,0000 10,250,000 $0.17 70% $0.08 $0.2121, $0.252 $0.23 70% $0.02 $1.50 $0.23 70% $0.04 $0.30 22 October 2015 31 July 20163 31 July 20163 14 October 20204 31 July 2020 30 November 2020 Notes: 1 Exercise price for Tranche 1 was the greater of $0.20 and 10% premium to the 5 day VWAP up to 26 May 2015. 2 Exercise price for Tranche 2 was the greater of $0.25 and 20% premium to the 5 day VWAP up to 26 May 2015. 3 Options vest at 25% per year on 31 July 2016, 31 July 2017, 31 July 2018 and 31 July 2019 if vesting conditions (milestones) are achieved. 4 Tranche 1 expiry date is 14 October 2019, and Tranche 2 expiry date is 14 October 2020. 5 A volatility curve was used for calculations. Grant date Number issued Share price at grant date Volatility (average)3 Fair value at issue date Exercise price Exercisable from Exercisable to Plan 4 Plan 5 Plan 6 11 July 2016 4 October 2016 10 July 2017 195,000 4,000,000 636,000 $0.19 70% $0.04 $0.13 70% $0.03 $0.49, $0.30 $0.35, $0.45 $0.11 70% $0.02 $0.30 11 July 20161 10 October 2016 31 July 20182 30 November 2020 10 October 2021 30 November 2020 Notes: 1 Options vest at 25% per year on 31 July 2016, 31 July 2017, 31 July 2018 and 31 July 2019 if vesting conditions (milestones) are achieved. 2 Options vest at 33% per year on 31 July 2018, 31 July 2019 and 31 July 2020 if vesting conditions are achieved. 3 A volatility curve was used for calculations. 49 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only 11. Employee Remuneration continued Employee benefits Accounting policy – Employee benefits Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to reporting date. These benefits include wages, salaries and annual leave. Where these benefits are expected to be settled within 12 months of the reporting date, they are measured at the amounts expected to be paid when the liabilities are settled. The provision has been recognised at the undiscounted amount expected to be paid. In relation to employee benefits arising for employees directly involved in the exploration project, these indirect costs have been capitalised to the project. Liability for annual leave Provision for bonus Total employee benefit liability 12. Issued Capital Accounting policy – Issued capital 2018 $ 288,019 250,565 538,584 2017 $ 198,569 99,930 298,499 Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares is shown in equity as a deduction from the proceeds. The company has granted unlisted options to employees in respect of their employment contracts. The fair value of the options granted is recognised as an employee benefits expense with a corresponding increase in equity (Share Option Reserve). The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to exercise the option. Fair value is determined by the use of a Trinomial option pricing model. Ordinary shares Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At the shareholders’ meeting each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. All issued shares are fully paid. All unissued shares are ordinary shares of the Company. 452,780,603 (2017 : 332,368,051) Ordinary shares Share issue costs Total issued capital 2018 $ 2017 $ 61,423,690 43,009,130 (3,096,636) (1,909,096) 58,327,054 41,100,034 Additional shares were issued during 2018 in relation to capital raising activities. In March 2017, Leigh Creek Energy signed a subscription agreement with China New Energy Group Limited (CNE) for the issue of 136.3 million Leigh Creek Energy Limited Ordinary Shares in three tranches at an average issue price of $0.147 per share. On 27 October 2017, China New Energy Group Limited (CNE) completed the final tranche of their $20 million investment in the Company increasing their interest to 32.78% of capital on issue. CNE are a related party. Additionally, the Company has placed 36.9 million shares with sophisticated and professional investors. 50 Reliable energy for South AustraliaNotes to the Financial Statements for the year ending June 30, 2018 For personal use only 12. Issued Capital continued Detailed table of capital issued during the year Type of share issue Date of issue No of ordinary shares on issue Issue price $ Opening balance 1 July 2017 Share issue Share issue Share issue Share issue costs Issued capital 16 August 2017 27 October 2017 25 June 2018 332,368,051 17,000,000 66,544,905 36,867,647 452,780,603 $0.15 $0.15 $0.16 Share capital $ 41,100,034 2,550,000 9,981,736 5,882,824 (1,187,540) 58,327,054 Unlisted options at the end of the financial year, unissued shares of the Group under option are: Expiry date 31 October 2018 31 October 2018 31 October 2018 31 October 2018 11 May 2019 14 October 2019 14 October 2020 31 July 2020 30 November 2020 30 November 2020 8 May 2021 10 October 2021 10 October 2021 30 November 2020 Total Exercise price Number of shares $0.20 $0.22 $0.24 $0.26 $0.30 $0.212 $0.25 $1.50 $0.30 $0.49 $0.30 $0.35 $0.45 $0.30 1,500,000 1,500,000 1,500,000 1,500,000 1,500,000 1,000,000 1,000,000 1,250,000 8,655,000 141,250 800,000 2,000,000 2,000,000 306,000 24,652,250 Options granted under the Employee Share Option Plan will typically expire on the earlier of the expiry date or termination of the employee’s employment (unless the employee is a retiring director). For employees that are made redundant, their future unvested tranches are still able to vest (if conditions are met). Listed options A number of listed options (17,687,463 at an exercise price of $0.50) were issued as part of the prospectus for the capital raising finalised in May 2016. These options lapsed unexercised on the 6th June 2018 and as such there are nil listed options over shares of the Group at the end of the financial year. Capital management Management objectives when managing capital are to ensure that the Group can fund the development of its operations. The Group manages the capital structure and makes adjustments to it in light of the forecast cash requirements of the development programme. To that end, internal capital rationing is complemented by capital raising activities as required to ensure funding for development activities is in place. There are no externally imposed capital requirements. 51 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only 13. Reserves Accounting policy - Reserves The share option reserve is used to recognise the fair value of options granted to employees and consultants but not exercised. Upon exercise of the options, the proceeds are allocated to share capital. Share option reserve Total reserves A breakdown of the share option reserve is as follows1: Directors Employees Former employees Consultants Total Notes: 2018 $ 2017 $ 1,802,721 1,456,144 1,802,721 1,456,144 No of Options 6,750,000 5,886,000 3,716,250 8,300,000 2018 $ 247,314 507,644 358,845 688,918 24,652,250 1,802,721 1 Director and employee components include expense related to 4,000,000 director options and 1,000,000 company secretary options (related party) granted 18th April 2018, with issue subject to shareholder approval on 22nd August 2018, expensed during the period in accordance with accounting standard. 14. Commitments for expenditure Accounting policy - operating leases Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. The Company does not have any leases over property, plant or equipment where lease arrangements would be classed as finance leases. Operating lease commitment Not longer than 1 year Longer than 1 year and not longer than 5 years 2018 $ 2017 $ 249,261 12,529 296,687 31,043 The Group has no contingent liabilities at the year end. Accounting policy – capital commitments Capital commitments relates to expenditure commitments for the Leigh Creek Energy Project (LCEP) outstanding at balance date. Leigh Creek Energy Project 2018 $ 2017 $ 1,037,042 1,344,730 52 Reliable energy for South AustraliaNotes to the Financial Statements for the year ending June 30, 2018 For personal use only 14 Commitments for expenditure continued The company held bank guarantees with the Minister for Mineral Resources and Energy of $184,000 dated 3 January 2018, and $170,000 dated 7 May 2018, the Department of State Development of $50,000 dated 13 July 2018, and Knight Frank of $69,803 dated 7 September 2017. Under the terms of tenement registration and renewal, tenements have commitments to work requirements. The commitment to work requirements at Leigh Creek is included above. There are no other commitments at balance date for expenditure by the Group. 15. Financial assets and liabilities Accounting policy – financial assets & liabilities Recognition Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instruments, and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below. Derecognition Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in the profit or loss. Impairment At each reporting date, the group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the profit or loss. Categories of financial assets and liabilities The carrying amount of financial assets and liabilities in each category are as follows: Financial assets 30 June 2018 Trade and other receivables Cash and cash equivalents Financial liabilities 30 June 2018 Current borrowings Trade and other payables Notes Assets at fair value through profit or loss Financial assets at amortised cost Total 5 - - - 9,359,171 9,323,648 9,359,171 9,323,648 18,682,819 18,682,819 Notes Designated at fair value through profit or loss Other liabilities Total 10 9 - - - 3,830,000 5,757,263 3,830,000 5,757,263 9,587,263 9,587,263 53 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only 15. Financial assets and liabilities continued Categories of financial assets and liabilities continued Financial assets 30 June 2017 Trade and other receivables Cash and cash equivalents Financial liabilities 30 June 2017 Current borrowings Trade and other payables Notes Assets at fair value through profit or loss Financial assets at amortised cost Total 5 - - - 2,358,752 8,757,787 2,358,752 8,757,787 11,116,539 11,116,539 Notes Designated at fair value through profit or loss Other liabilities Total 10 9 - - - 1,610,000 1,538,405 1,610,000 1,538,405 3,148,405 3,148,405 Measurement Financial assets at fair value through profit and loss (FVTPL) Financial assets at FVTPL include financial assets that are either classified as held for trading or that meet certain conditions and are designated at FVTPL upon initial recognition. Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost. i. Treasury risk management The risk management of treasury functions is managed by the Audit and Risk Committee. ii. Finance risks The Group’s financial instruments are exposed to a variety of financial risks, being Market risk (Interest rate and Price risk), Credit risk and Liquidity risk. The Group operates mainly in Australia and as such is not subject to foreign exchange risk. Interest rate risk The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates on classes of financial assets and liabilities, is summarised in the table above. Sensitivity: At June 30, 2018, if interest rates on cash and term deposits had changed by -/+ 10 basis points from the year end rates with all other variables held constant post tax loss and total equity would have been $19,926 more/less as a result of lower/higher interest income. At June 30, 2018, if interest rates on borrowings had changed by -/+ 10 basis points from the year end rates with all other variables held constant post tax loss and total equity would have been $944 more/ less as a result of lower/higher interest expense. Credit risk Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligation that could lead to a financial loss to the Group. The Group’s maximum exposure to credit risk is its cash and cash equivalents and receivables as noted in the table above. The group manages its credit risk by depositing with reputable licenced banks. 54 Reliable energy for South AustraliaNotes to the Financial Statements for the year ending June 30, 2018 For personal use only 15. Financial assets and liabilities continued ii. Finance risks continued Liquidity risk Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate sources of funding are available. Maturity of the group’s financial liabilities is within 1 year. 16. Notes to the Statement of Cash Flows Reconciliation of cash For the purposes of the statement of cash flows, cash includes cash on hand and in banks and investments in money market instruments. Cash at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows: Bank balances and short term deposits 2018 $ 2017 $ 9,323,648 8,757,787 The weighted average effective interest rate on bank deposits is 1.36% (2017: 1.88%). All deposits are for less than 12 months. Reconciliation of cash flow from operations with loss after tax Loss after income tax Cash flows excluded from loss attributable to operating activities: Non-cash flows in operating loss Depreciation expense Share based payments Impairment change Fair value assets change Change in assets and liabilities Decrease/(Increase) in receivables / prepayments Increase/(Decrease) in payables Increase/(Decrease) in provisions Net Cash (used in) / provided by operating activities 2018 $ 2017 $ (6,018,850) (5,758,760) 39,951 346,577 - - 35,251 60,860 (55,968) (10,875) (1,905,283) (13,407) 4,162,733 240,084 994,260 173,980 (3,134,788) (4,574,659) 55 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only 17. Parent entity disclosures Investment in controlled entities Entity Country of incorporation Class of share Interest held Bonanza Gold Pty Ltd Australia Leigh Creek Operations Pty Ltd Australia Ordinary Ordinary Parent entity information Parent Entity Asset Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Equity Issued capital Share option reserve Accumulated losses Shareholder equity Financial performance Profit (loss) for the year Other comprehensive income Total comprehensive income 2018 100% 100% 2018 $ 2017 100% 100% 2017 $ 18,086,987 10,953,732 11,560,147 4,407,387 29,647,134 15,361,119 4,996,516 2,265,234 - - 4,996,516 2,265,234 56,717,813 65,640,664 1,802,721 1,618,294 (33,869,916) (54,163,073) 24,650,618 13,095,885 (6,018,063) (5,758,760) - - (6,018,063) (5,758,760) The parent entity has not entered into a deed of cross guarantee nor are there any contingent liabilities at the year end. 56 Reliable energy for South AustraliaNotes to the Financial Statements for the year ending June 30, 2018 For personal use only 18. Related party transactions Transactions with key management personnel compensation Key management of the Group are the executive members of the Group’s Board of Directors and members of the management team. Key management personnel remuneration includes the following expenses: Total short term employee benefits Total post-employment benefits Share based payments Total Remuneration 2018 $ 2017 $ 1,477,356 1,357,635 121,996 267,525 445,137 (22,816) 1,866,877 1,779,956 The amounts disclosed in the table are the amounts recognised as an expense during the reporting year. Other transactions with key management personnel Transactions between related parties are on normal commercial terms and conditions no more favourable than those to other parties, unless otherwise stated: i) ii) Piper Alderman lawyers were paid $82,909 (2017: $78,015) for legal services rendered to the Group. Greg English is a partner at Piper Alderman lawyers; ARK Energy Ltd had a service agreement in place with the Company for facilities and accounting services. Fees rendered to the Company were $14,700 (2017: $32,586). Mr Philip Staveley resigned on 5 December from being a director of ARK Energy Ltd; iii) Investment Company Services Pty Ltd were paid $60,116 (2017: $Nil) for providing investor relations services to the Group. The party is related to Mr Peters, Executive Chairman. A market capitalisation performance fee is payable under the contract to a maximum value of $500,000, less any fees earned, payable in shares. This fee is only payable if the average weighted share price of $0.30 for 45 days is exceeded. The contract expires on 31 December 2018; iv) A related party incurred travel reimbursements totalling $1,553. The related party, Allied Resources Partners Pty Ltd, is related to Mr Peters, Executive Chairman. 57 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only 19. Auditor’s remuneration During the year the following fees were paid or payable for services provided by the Auditor of the Group: Auditing and review services Other services 2018 $ 43, 856 55,750 2017 $ 44,937 - During the year, Grant Thornton Audit Pty Ltd, the Company’s auditors, did undertake a review of the Employee Share Option Plan in addition to their statutory audit duties. Grant Thornton Corporate Finance Pty Ltd (Sydney) prepared an Independent Expert Report in July 2017. 20. Earnings per share Accounting policy – Earnings per share i) Basic earnings per share Basic earnings per share is calculated by dividing the profit (loss) attributable to equity holders excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year. ii) 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 weighted average number of shares assuming conversion of all dilutive potential ordinary shares. The calculation of basic loss per share at 30 June 2018 was based on the loss attributable to ordinary equity holders of $6,018,850 (2017: $5,758,760) and a weighted average number of ordinary shares outstanding during the 12 months of 392,533,489 (2017: 279,894,514). The calculation of diluted loss per share at 30 June 2018 is the same as basic diluted loss per share. In accordance with AASB 133 Earning per share, as potential ordinary shares may result in a situation where their conversion results in a decrease in the loss per share, no dilutive effect has been taken into account. Potential ordinary shares relating to listed and unlisted options at 30 June 2018 totalled 24,652,250 (2017: 42,432,463). Loss used to calculate basic EPS Basic earnings per share – cents per share Diluted earnings per share – cents per share Weighted average number of shares used as denominator Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS 2018 $ 2017 $ (6,018,850) (5,758,760) (0.02) (0.02) (0.02) (0.02) 392,533,489 279,894,514 Shares deemed to be issued for no consideration in respect of share based payments 24,652,500 24,745,000 Listed options issued for no consideration - 17,687,463 Weighted average number of shares used in diluted earnings per share 417,185,739 322,326,977 58 Reliable energy for South AustraliaNotes to the Financial Statements for the year ending June 30, 2018 For personal use only 21. Matters subsequent to the end of the year A total of 9,510,000 new ordinary shares were issued to participating shareholders at A$0.16 per Share under the SPP on 20 July 2018. The Company reserved the right to place the unsubscribed balance of the SPP. 1. On 30 July 2018 a total of 9,240,000 new ordinary shares were issued to institutional and sophisticated investors who are primarily existing shareholders of the Company at A$0.16 per Share, to place the shortfall from the SPP. 2. Employee Share Options were issued on 18 July 2018 – total of 5,790,000 options issued at an exercise price of $0.251, expiring on 16 July 2022. 3. A General Meeting was held on 22 August 2018 to approve a placement to CNE of 27,126,447 shares at 16 cents per share to raise $4.34m. Upon approval and placement, CNE return to its percentage shareholding pre-capital raising of 32.78%. In addition, shareholders were asked to approve the issue of 4,000,000 unlisted options to directors and 1,000,000 to the Company Secretary at an exercise price of $0.35 expiring on 17 April 2023, and 5,000,000 unlisted options to executive directors at an exercise price of $0.246 expiring on 3 July 2022. 22. Company details The registered office and principal place of business is: Leigh Creek Energy Limited Level 11, 19 Grenfell Street Adelaide, South Australia 5000 59 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only Grant Thornton Audit Pty Ltd Grant Thornton House Level 3 170 Frome Street Adelaide, SA 5000 T +61 8 8372 6666 F +61 8 8372 6677 Independent Auditor’s Report To the Members of Leigh Creek Energy Limited Report on the audit of the financial report Opinion We have audited the financial report of Leigh Creek Energy Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and the Directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its performance for the year ended on that date; and b complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 www.grantthornton.com.au ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. 60 Reliable energy for South AustraliaIndependent Audit ReportFor personal use only Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How our audit addressed the key audit matter Exploration and evaluation assets – Note 8 At 30 June 2018, the carrying value of exploration and evaluation assets was $16,400,151. In accordance with AASB 6 Exploration for and Evaluation of Mineral Resources, the Group is required to assess at each reporting date if there are any triggers for impairment which may suggest the carrying value is in excess of the recoverable value. The process undertaken by management to assess whether there are any impairment triggers in each area of interest involves an element of management judgement. This area is a key audit matter due to the significant judgement involved in determining the existence of impairment triggers. Our procedures included, amongst others:  obtaining the management reconciliation of capitalised exploration and evaluation expenditure and agreeing to the general ledger; reviewing management’s area of interest considerations against AASB 6;   conducting a detailed review of management’s assessment of trigger events prepared in accordance with AASB 6 including; o tracing projects to exploration licenses and third party confirmations to determine whether a right of tenure existed; enquiry of management regarding their intentions to carry out exploration and evaluation activity in the relevant exploration area, including review of management’s budgeted expenditure; understanding whether any data exists to suggest that the carrying value of these exploration and evaluation assets are unlikely to be recovered through development or sale; o o  evaluating the competence, capabilities and objectivity of management’s experts in the evaluation of potential impairment triggers; and  assessing the appropriateness of the related financial statement disclosures. Information other than the financial report and auditor’s report thereon The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2018, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and 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. 61 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018For personal use only In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor’s report. Report on the remuneration report Opinion on the remuneration report We have audited the Remuneration Report included in the Directors’ report for the year ended 30 June 2018. In our opinion, the Remuneration Report of Leigh Creek Energy Limited, for the year ended 30 June 2018 complies with section 300A of the Corporations Act 2001. Responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. GRANT THORNTON AUDIT PTY LTD Chartered Accountants I S Kemp Partner – Audit & Assurance Adelaide, 22 August 2018 62 Reliable energy for South AustraliaIndependent Audit ReportFor personal use only Substantial shareholders at August 7, 2018 Name Fully paid shares Ordinary shares % Options Otions % China New Energy Group Limited 136,333,334 28.91 - - Distribution of shareholdings at 7 August 2018 Number of security holders by size of holding: Range 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total Total holders shares 444 698 449 Number of shares 222,928 1,984,107 3,590,744 1,089 40,829,983 443 424,902,841 3,123 471,530,603 Total holders listed options Number of listed options - - - - - - - - - - - - The issued capital of the Company is fully paid ordinary shares (entitling the holders to participate in dividends and proceeds on winding up of the Company in proportion to the number of shares held) and listed options. On a show of hands every holder of the shares present at a meeting in person or by proxy is entitled to one vote and upon a poll each share counts as one vote. At 7 August 2018 a marketable parcel constituted 3,030 shares. The number of shareholders holding less than a marketable parcel was 881 (1,105,161 shares). 63 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018Shareholder InformationFor personal use only Twenty largest shareholders at August 7, 2018 Name China New Energy Group Limited Citic Australia Pty Ltd Mr George Andrew Raftopulos + Mrs Elizabeth Athena Raftopulos Crown Ascent Development Limited HSBC Custody Nominees (Australia) Limited - A/C2 Mr David Shearwood + Mr Harry Shearwood Rubi Holdings Pty Ltd One Design & Skiff Sails Pty Ltd Mr Bruce Warrington Holman River Property Investments Pty Ltd Littlejohn Embrey Engineering Pty Ltd Mr Michael Duligal J P Morgan Nominees Australia Limited Martin & Alison Cromme Pty Ltd Ms Nichola Marguerite Clutterbuck + Ms Nell Marguerite Wharton Mr Bruce Warrington Holman + Mrs Amanda Louise Holman Bart Properties Pty Ltd Mrs Amanda Holman Slade Technologies Pty Ltd Mr Nicholas James Redpath Totals top 20 Total remaining holders balance Unissued equity securities Unlisted options Securities exchange The Company is listed on the Australian Securities Exchange. Fully paid ordinary shares % of issued capital 136,333,334 28.91 17,242,855 12,650,090 12,470,921 9,129,390 8,702,427 7,500,000 5,260,887 4,536,539 3,940,000 3,826,598 3,671,021 3,559,644 3,554,450 2,718,029 2,715,497 2,666,666 2,558,673 2,530,750 2,528,999 248,096,770 223,433,833 3.66 2.68 2.64 1.94 1.85 1.59 1.12 0.96 0.84 0.81 0.78 0.75 0.75 0.58 0.58 0.57 0.54 0.54 0.54 52.62 47.38 Number 23,723,500 64 Reliable energy for South AustraliaShareholder informationFor personal use only Name Fully paid % of issue ordinary shares capital 65 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018NotesFor personal use only Name Fully paid % of issue ordinary shares capital 66 Reliable energy for South AustraliaNotesFor personal use only Directors Daniel J Peters Executive Chairman Phillip Staveley Managing Director Gregory D English Non-Executive Director Murray K Chatfield Non-Executive Director Zhe Wang Non-Executive Director Zheng Xiaojiang Non-Executive Director Company Secretary Jordan Mehrtens Registered & Principal Business Office Level 11, 19 Grenfell Street Adelaide, South Australia, 5000 Bankers Commonwealth Bank of Australia 96 King William Street Adelaide, South Australia, 5000 Principal Lawyer Piper Alderman Level 16, 70 Franklin Street Adelaide, South Australia, 5000 Auditors Grant Thornton Audit Pty Ltd Level 3, 170 Frome Street Adelaide, South Australia, 5000 Share Registrar Computershare Registry Services Pty Ltd Level 5, 115 Grenfell Street Adelaide, South Australia, 5000 Investor enquiries: 1300 556 161 International: +61 3 9415 4000 Leigh Creek Energy Limited ABN 31 107 531 822 PO Box 12 Rundle Mall SA 5000 Phone +61 8 8132 9100 contactus@lcke.com.au www.lcke.com.au 67 Reliable energy for South AustraliaLEIGH CREEK ENERGY LIMITED ANNUAL REPORT 2018Corporate DirectoryFor personal use only LEIGH CREEK ENERGYLimited 68 Reliable energy for South AustraliaFor personal use only

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