ABN 53 090 772 222
Annual Report
30 June 2017
For personal use only
Lindian Resources Limited
CONTENTS
Corporate Directory
Directors’ Report
Corporate Governance Statement
PAGE NO
1
2
14
Consolidated Statement of Comprehensive Income
27
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Equity
Notes to the Financial Statements
Directors’ Declaration
Auditor’s Independence Declaration
Independent Auditor’s Report
ASX Additional Information
28
29
30
31
54
55
56
60
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Lindian Resources Limited
CORPORATE DIRECTORY
Directors
Mr. Asimwe Kabunga (Non-Executive Chairman)
Mr. Matthew Bull (Non-Executive Exploration Director)
Mr. Ariel Edward (Eddie) King (Non-Executive Director)
Mr. Steve Formica (Non-Executive Director)
Company Secretary
Mr. Stephen Brockhurst
Registered Office
Level 11
216 St Georges Terrace
Perth WA 6000
Telephone: + 61 8 9481 0389
Facsimile: + 61 8 9463 6103
Website: www.lindianresources.com.au
Share Registry
Automic Registry Services
Level 2
267 St Georges Terrace
Perth WA 6000
Telephone: + 61 8 9324 2099
Facsimile: + 61 8 9321 2337
Auditors
HLB Mann Judd
Level 4
130 Stirling Street
Perth WA 6000
Stock Exchange
Australian Securities Exchange
(Home Exchange: Perth, Western Australia)
ASX Code: LIN, LINO
Lindian Resources Limited
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2017 Annual Report to Shareholders
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Directors’ Report
The Directors present their report for Lindian Resources Limited (“Lindian” or “the Company”) and its subsidiaries for the year
ended 30 June 2017 (“the Group”).
DIRECTORS
The names, qualifications and experience of the Company’s Directors in office during the year and until the date of this report
are as follows. Directors were in office for this entire period unless otherwise stated.
Mr. Asimwe Kabunga
Non-Executive Chairman (appointed 3 August 2017, previously Non-Executive Director appointed 8 June 2017)
Mr Kabunga is a Tanzanian born Australian entrepreneur who holds a Bachelor of Science, Mathematics and Physics and
has extensive technical and commercial experience in Tanzania, Australia, and the United States.
Mr Kabunga has been instrumental in establishing the Tanzania Community of Western Australia Inc, and served as its first
President. Mr Kabunga was also a founding member of Rafiki Surgical Missions and Safina Foundation, both NGOs dedicated
to helping children in Tanzania.
Mr Kabunga serves as a non-executive chairman of Volt Resources Limited since 4 August 2017 (ASX: VRC) and non-
executive director of Strandline Resources Limited since 18 June 2015 (ASX: STA). He has not held any other listed
directorships in the past three years.
Mr. Matthew Bull (appointed 6 December 2016)
Non-Executive Exploration Director
Mr Bull is an exploration geologist who has worked on a wide range of commodities including graphite, gold and iron ore. He
has considerable experience in greenfield exploration and resource development programs. He is currently a non-executive
director of Volt Resources since 1 June 2015 (ASX: VRC) where he was instrumental in the company’s growth, progressing
its Tanzanian graphite project towards production. He has not held any other listed directorships in the past three years.
Mr. Eddie King
Non-Executive Director (previously Non-Executive Chairman to 3 August 2017)
Mr. King is a qualified mining engineer and holds a Bachelor of Commerce and Bachelor of Engineering from The University
of Western Australia. Mr. King is currently a representative for CPS Capital. Mr. King’s past experience includes being a
manager for an investment banking firm, where he specialised in the analysis of technical and financial requirements of bulk
commodity and other resource projects.
Mr. King is currently a non-executive chairman of Cabral Resources Limited since 1 February 2016 (ASX: CBS). He also holds
other directorships in European Cobalt Limited since 5 October 2016 (ASX: EUC), Eastern Iron Limited since 19 July 2017
(ASX: EFE), Drake Resources Limited since 10 February 2017 (ASX: DRK) and Axxis Technology Group Limited since 11
January 2017 (ASX: AYG).
Mr. Steve Formica
Non-Executive Director
Mr. Formica has been a successful businessman for over 30 years through involvement in multiple ventures either as a
founding shareholder, operational managing director or as a non-executive director. Mr. Formica has been a long time share
investor and is a large shareholder of the Company.
Mr. Formica is currently a non-executive director of Cabral Resources Limited since 1 February 2016 (ASX: CBS) and Quest
Minerals Limited since 3 January 2017(ASX: QNL), a non-executive chairman of Mintails Ltd since 19 June 2017(ASX: MLI)
and was previously chairman of Enerji Limited from 2 May 2014 to 21 May 2015. Mr. Formica is also currently a director of
both FPG Projects and Viridian Property Group, both successful property developers.
Lindian Resources Limited
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Mr. Kerry Griffin
Former Non-Executive Exploration Director (resigned 6 December 2016)
Mr. Griffin has 18 years’ professional experience in exploration, resource development and mining geology in Australia,
Southern Africa, South America and Mongolia including senior roles with such companies as Ivanhoe, Newcrest Mining and
Consolidated Minerals. Mr. Griffin has significant experience in Mongolia having spent four years with Ivanhoe Mines as the
Senior Development Geologist for the world class OyuTolgoi development. Mr. Griffin is a Competent/Qualified Person for
JORC/43-101 standard reporting and sign-off. Mr. Griffin is a resident of Mongolia and based in Ulaanbaatar. Mr. Griffin has
not held any other listed directorships in the past three years.
COMPANY SECRETARY
Mr Stephen Brockhurst, BCom
Mr. Brockhurst has 15 years of experience in the finance and corporate advisory industry and has been responsible for the
due diligence process and preparation of prospectuses on a number of initial public offers. His experience includes corporate
and capital structuring, corporate advisory, and company secretarial services, capital raising, ASX and ASIC compliance
requirements. Mr. Brockhurst has served on various boards and is currently acting as a company secretary for numerous
ASX listed and unlisted companies.
DIRECTORS’ MEETINGS
During the financial year, in addition to regular Board discussions, the number of meetings of Directors held during the year
and the number of meetings attended by each Director were as follows:
Director
Mr. Eddie King
Mr. Matthew Bull
Mr. Steve Formica
Mr. Asimwe Kabunga
Mr Kerry Griffin
Number of Meetings
Number of Meetings
Eligible to Attend
Attended
2
2
2
-
-
2
2
2
-
-
REMUNERATION REPORT (AUDITED)
This report outlines the remuneration arrangements in place for Directors and executives of Lindian Resources Limited in
accordance with the requirements of the Corporation Act 2001 and its Regulations. For the purpose of this report, Key
Management Personnel (KMP) of the Company are defined as those persons having authority and responsibility for planning,
directing and controlling the major activities of the Group, directly or indirectly, including any Director (whether executive or
otherwise) of the Group, and includes the executives in the Company receiving the highest remuneration. The remuneration
report is set out under the following main headings:
• Principles used to determine the nature and amount of remuneration
• Details of remuneration
• Service agreements
• Share-based compensation
• Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The Board is responsible for determining and reviewing compensation arrangements for the Directors. The Board assesses
the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant
employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high
Lindian Resources Limited
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quality board and executive team. The Group does not link the nature and amount of the emoluments of such officers to the
Group’s financial or operational performance. The expected outcome of this remuneration structure is to retain and motivate
Directors.
As part of its Corporate Governance Policies and Procedures, the Board has adopted a formal Remuneration Committee
Charter. Due to the current size of the Group and number of directors, the Board has elected not to create a separate
Remuneration Committee but has instead decided to undertake the function of the Committee as a full Board under the
guidance of the formal charter.
The rewards for Directors have no set or pre-determined performance conditions or key performance indicators as part of their
remuneration due to the current nature of the business operations. The Board determines appropriate levels of performance
rewards as and when they consider rewards are warranted.
Details of remuneration
Details of Key Management Personnel
Mr. Eddie King
Mr. Matthew Bull
Mr. Steve Formica
Non-Executive Chairman (appointed Non-Executive Director on 3 August 2017)
Non-Executive Exploration Director
Non-Executive Director
Mr. Asimwe Kabunga
Non-Executive Director (appointed Non-Executive Chairman on 3 August 2017)
Mr. Kerry Griffin
Former Exploration Director (resigned 6 December 2016)
Details of the nature and amount of each element of the emolument of each Director and executive of the Group for the
financial year are as follows:
2017
Base
Directors’ Consulting
Share based
Performance
Short term
Options
Post
employment
Fees
Payments
Superannuation
Total
Related
Director
Mr. Eddie King
Mr. Matthew Bull*
Mr. Steve Formica
Mr. Asimwe Kabunga***
Mr Kerry Griffin**
Salary
$
-
-
-
-
-
-
Fees
$
54,000
34,350
54,000
5,000
6,593
$
-
12,000
$
59,500
45,000
-
150,000
53,350
-
45,000
28,000
$
-
-
-
-
-
-
$
%
113,500
91,350
204,000
103,350
34,593
546,793
-
-
-
-
-
-
153,943
65,350
327,500
Short term
Options
Post
employment
2016
Base
Directors’ Consulting
Share based
Performance
Director
Mr. Eddie King
Mr. Steve Formica
Mr. Kerry Griffin
Salary
$
-
-
-
-
Fees
$
24,000
24,000
38,978
86,978
Fees
Payments
Superannuation
Total
Related
$
-
-
-
-
$
-
-
-
-
$
-
-
-
-
$
24,000
24,000
38,978
86,978
%
-
-
-
-
* Mr. Bull was appointed on 6 December 2016
** Mr. Griffin resigned on 6 December 2016
*** Mr. Kabunga was appointed on 8 June 2017. At the time of grant of the options, Mr. Kabunga was a consultant to the
Company
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Directors’ Report
There were no other executive officers of the Group during the financial years ended 30 June 2017 and 30 June 2016. No
remuneration is performance related. The share options issued during the financial years were not subject to performance
hurdles as these options were issued as a form of retention bonus and incentive package.
The Group has liabilities of $44,000 for unpaid Key Management Personnel remuneration at 30 June 2017 (2016: $8,197).
Executive Directors
There are currently no executive directors.
Service Agreements
There were no service agreements with directors or other key management personnel as at 30 June 2017.
Non-Executive Director
Each non-executive director has a written agreement with the Company that covers all aspects of their appointment including
term, time commitment required, remuneration, disclosure of interests that may affect independence, guidance on complying
with the Company’s corporate governance policies and the right to seek independent advice, indemnity and insurance
arrangements, rights of access to the Company’s information and ongoing confidentiality obligations as well as roles on the
Company’s committees.
The aggregate remuneration for Non-Executive Directors excluding share based payments, has been set at an amount not to
exceed $240,000 per annum. This amount may only be increased with the approval of Shareholders at a general meeting.
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the year
ended 30 June 2017.
Options
There were 25,000,000 unlisted options granted over ordinary shares during the current year affecting remuneration of
directors and other key management personnel.
Additional disclosures relating to key management personnel
Key Management Personnel Options
The numbers of options over ordinary shares in the company held during the financial year by each key management personnel
of Lindian Resources Limited, including their personally related parties, are set out below:
2017
Vested options
Balance at
10:1
Options
Options
Balance at the
Exercisable
Non-
the start of the
Consolidation
purchased
granted
end of the
exercisable
Year/
appointment
-
Director
Mr. Eddie King
Mr. Matthew Bull
4,000,000
Year/
resignation
-
-
-
5,500,000
5,500,000
5,500,000
7,500,000
5,000,000
16,500,000 16,500,000
Mr. Steve Formica
6,333,334
(5,700,000)
- 12,500,000
13,133,334 13,133,334
Mr. Asimwe
Kabunga 1
16,000,000
Mr. Kerry Griffin
-
-
-
-
-
-
16,000,000 16,000,000
2,000,000
2,000,000
2,000,000
-
-
-
-
-
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Directors’ Report
2016
Vested options
Balance at the
Expired during
Balance on
Balance at the
Exercisable
Non-
start of the
the year
resignation
end of the
exercisable
Director
Mr. Eddie King
year
-
Mr. Steve Formica
6,333,334
Mr. Kerry Griffin
-
year
-
-
-
-
-
-
-
-
6,333,334
6,333,334
-
-
-
-
-
1 5,000,000 options were granted during the year to Mr. Kabunga whilst he was a consultant to the Company and are included in
the amount of options on appointment as a Non-Executive Director.
Key Management Personnel Share holdings
The number of shares in the Company held during the financial year by each key management personnel of Lindian Resources
Limited, including their personally related parties, is set out below. There were no shares granted during the reporting period
as compensation.
2017
Balance at the
10:1 Consolidation Shares purchased
start of the
year/appointment
Shares
granted
Balance at the
end of the year
Director
Mr. Eddie King
12,155,407
(10,939,866)
Mr. Steve Formica
146,876,888
(132,189,199)
Mr. Matthew Bull*
25,250,000
Mr. Asimwe Kabunga**
76,025,000
Mr. Kerry Griffin
-
-
-
-
-
-
7,500,000
-
-
-
-
-
-
-
1,215,541
14,687,689
32,750,000
76,025,000
-
* Shares held for Mr. Bull includes 24,250,000 ordinary shares, 4,250,000 Class A Performance shares and 4,250,000 Class B
Performance shares
**Shares held for Mr. Kabunga includes 53,525,000 ordinary shares, 11,250,000 Class A Performance shares and 11,250,000
Class B Performance shares
2016
Balance at the
Shares Purchased On exercise of
Balance on
Balance at the
start of the year
share options
resignation
end of the year
Director
Mr. Eddie King
62,500
12,092,907
Mr. Steve Formica
14,666,667
132,210,221
Mr. Kerry Griffin
-
-
-
-
-
-
-
-
12,155,407
146,876,888
-
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Other transactions with key management personnel
During the year ended 30 June 2017 1,500,000 options with a total value of $13,500 were issued to CPS Capital Group, a
related entity of Mr. Eddie King for consulting and advisory services. The value of the options was calculated using the Black-
Scholes pricing model. Refer to Note 21 for further details. In addition, during the year ended 30 June 2017 a total of $30,300
(2016: $65,576) in broking fees were paid to CPS Capital Group, a related entity of Mr Eddie King. These transactions have
been entered into on normal commercial terms and conditions no more favourable than those available to other parties unless
otherwise stated.
END OF REMUNERATION REPORT
INTERESTS IN THE SECURITIES OF THE COMPANY
As at the date of this report, the interests of the Directors in the securities of Lindian Resources Limited are:
Director
Ordinary
Shares
Class A
Performance
shares
Class B
Performance
shares
Unlisted Options
over Ordinary
Shares
exercisable at 2
cents each
Unlisted Options
over Ordinary
Shares
exercisable at 3
cents each
Mr. Eddie King
Mr. Matthew Bull
Mr. Steve Formica
1,215,541
24,250,000
14,687,689
-
-
4,250,000
4,250,000
-
-
2,000,000
4,000,000
8,133,334
Mr. Asimwe Kabunga
53,525,000
11,250,000
11,250,000
10,000,000
3,500,000
12,500,000
5,000,000
6,000,000
RESULTS OF OPERATIONS
The Group’s net loss after taxation attributable to the members for the year to 30 June 2017 was $872,075 (2016: $462,003)
and the net assets of the Group at 30 June 2017 were $2,081,822 (2016: net assets of $125,437).
DIVIDENDS
No dividend was paid or declared by the Company during the year and up to the date of this report.
CORPORATE STRUCTURE
Lindian Resources Limited is a company limited by shares, which is incorporated and domiciled in Australia.
NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES
During the financial year, the principal activity was mineral exploration.
REVIEW OF OPERATIONS
Operations Report June 2017
Lindian Resources moved its focus to the mineral rich country of Tanzania during the year with the acquisition of the Uyowa
Gold project in October 2016. Subsequent to the end of the reporting period the company entered into a farm in agreement
to earn a 75% interest in the Lushoto Bauxite Project in North Eastern Tanzania. The company is now focused on completing
drilling programs over both projects to allow the calculation of JORC compliant resources.
Lushoto Bauxite Project
The Lushoto Bauxite Project is comprised of 3 prospecting licenses in North Eastern Tanzania covering an area of 53.6 sq
km’s. The deposit is well located project approximately 7km from the township of Lushoto and 154 kilometres from the deep
water port of Tanga as shown in Figure 1. There are high quality sealed roads from Lushoto to Tanga port. As well as a rail
network that runs parallel to the road and is operational for approximately half of the distance. Historic reports from the project
area indicated the bauxite is high grade with low levels of silica and may be of high value in the expanding market for seaborne
bauxite ore. Within the project extensive areas of outcropping bauxite mineralization have been identified surrounding an old
2017 Annual Report to Shareholders
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pit. A site visit by the Company’s geologists confirmed grades of up to 58% Al2O3 are present and the Company is currently
preparing to drill test the deposit later in 2017.
Figure 1 Lushoto Project Location in North Eastern Tanzania
Lushoto Project Geology
The Lushoto Bauxite deposit was formed by deep weathering of metamorphic rocks of the Mozambique Belt that are exposed
in Eastern Tanzania. The mineralisation is situated on plateaus within the Usambara Mountains that have been preserved
from a time when mineralisation was more extensive in the area. Limited exploration has been conducted in the region to
date, however, in addition to the known deposit, bauxite has been noted in other plateaus in the area these occurrences are
currently being investigated for the potential to host additional mineralisation. Figure 2 shows the surface geology of the project
area.
Figure 2 Geology map of the project area
Lindian Resources Limited
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2017 Annual Report to Shareholders
Figure 2 Geology map of the project area
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Directors’ Report
Uyowa Project
The Uyowa Gold Project is located within the renown Lake Victoria Gold Fields in Western Tanzania. Previous
exploration has highlighted a 13 kilometre long soil and auger drilling anomaly that has been partially tested
by RC and diamond drilling. Exploration was primarily focused in the northern parts of Uyowa with Ashanti
Goldfields Corporation (Ashanti) undertaking a 999 meters reverse circulation drilling program in 2003.
Ashanti relinquished Uyowa, returning it to its local owners who then sold it to Lake Victoria Mining Company
Inc (LVMC) in 2011. LVMC conducted a 2,486 metre Diamond drilling program identifying two narrow, but
continuous, gold rich zones extending about 1.3 kilometres in strike length. The narrow high-grade veins
identified by the drilling have since been subject to extensive artisanal workings which extend to the depth of
the local water table which is approximately 20-25 m in the area.
Figure 3 Location of the Uyowa Project applications east of the known gold deposits
Field activities are completed included reinterpretation of the drilling data, geological mapping and obtaining permits to
commence drilling. Lindian’s exploration team entered and sampled a total of 9 artisanal mining shafts from mineralised quartz
veins. The mineralisation occurs within quartz veins in an east west trending shear zone which has been drill tested by previous
explorers and is currently the target of artisanal miners. The samples were submitted to SGS Mwanza geochemical laboratory.
All samples analysed were mineralised and several samples returned exceptional results including 24.4 g/t Au, 12.1 g/t Au
and 9.39 g/t Au. A summary of the results is shown in table 1 below.
Table 1 Shaft grab samples assay results (coordinates in UTM Arc1960)
Sample ID
Easting
Northing
Sample geological description
Alteration
Grade Au g/t
NP01
389928
9506105 Medium grained, brownish green, quartz
Goethite
12.1
NP02
389933
9506089
feldspar porphyry which are slightly
weathered
Cream to grey coloured, medium grained
amphibolite, with biotite, pyrites and quartz
veining
Sulphides and
sericitization
9.39
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NP03
389925
9506090
NP04
390054
9506099
NP05
390145
9506137
NP06
390158
9506129
NP07
390203
9506143
NP08
390075
9506121
Brownish grey, medium grained Quartz
reef, with some feldspars, slightly
weathered,
Brownish grey, medium grained, granular
textured, quartz feldspar porphyry, slightly
weathered granular textured.
Cream to grey, medium grained, granular
textured amphibolite with biotite
Brownish grey, medium grained, quartz
feldspar porphyry, slightly weathered
granular textured
Slightly weathered, quartz feldspar
porphyritic textured rock with goethite
Yellowish grey coloured, fractured quartz
reef, quartz, feldspars, geothitic
Goethite
24.4
Sulphide and
goethite
2.56
Sericitization
2.45
Goethite,
Sulphides
Goethite and
sericitization
Goethite
3.86
1.39
14.4
1.88
NP09
390054
9506118
Cream to grey coloured, medium grained
granular textured amphibolite with pyrites
Chloritization,
sericitization
Figure 4 below shows the location of the historic RC drilling and the location of the shafts where the samples were taken.
It is noted that the mineralisation remains open to the east and west.
Figure 4 Spatial location of shaft grab samples results (the drill holes shown in figure 2 were drilled by previous explorers)
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Competent Person Statement
The information on the page that relates to Exploration Results is based on information compiled or reviewed by Mr Matt Bull,
who is a director of Lindian Resources Limited. Mr Bull is a member of the Australian Institute of Geoscientists and has
sufficient experience of relevance to the styles of mineralisation and the types of deposits under consideration, and to the
activities undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee
(JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Bull consents to
the inclusion in this report of the matters based on information in the form and context in which it appears.
Corporate
On 7 October 2016, the Company issued 200,000,000 ordinary shares at $0.0015 per share (on a pre-consolidated basis) to
raise $300,000 for due diligence on the Uyowa and Kahama Gold Projects and for general working capital.
On 25 November 2016, Shareholders approved a 10 for 1 consolidation of the Company’s securities.
On 6 December 2016, the Company issued 20,000,000 options exercisable at $0.02 (on a post-consolidated basis) to directors
and consultants and 20,000,000 options exercisable at $0.02 (on a post-consolidated basis) which were free attaching options
to the placement completed on 7 October 2016.
On 6 December 2016, the Company appointed Matthew Bull as non-executive technical director replacing Kerry Griffin.
On 22 December 2016, an application for voluntary deregistration of Bundok Holdings Pty Ltd was lodged. The net liabilities
of Bundok Holdings Pty Ltd and its subsidiary Bundok Mineral Resources Corporation on this date were $128,898.
On 8 June 2017, the Company issued 30,000,000 fully paid ordinary shares and 30,000,000 free attaching options to
sophisticated investors at $0.02 per share to raise a total of $600,000 to fund the proposed program for the Uyowa Project.
On 8 June 2017, the Company appointed well respected mining executive, Asimwe Kabunga as Non-Executive director.
On 8 June 2017, the Company issued 20,000,000 options to directors and consultants exercisable at $0.03 expiring on 7 June
2019 (on a post consolidation basis).
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There have been no other significant changes in the state of affairs of the Group during the financial year.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
Changes to Tanzanian Mining laws
Three Bills passed through the Tanzanian Parliament in early July 2017 containing changes to the legal framework governing
the natural resources sector in Tanzania. The Written Laws Miscellaneous Amendments Act (“Miscellaneous Amendments
Act"), the Natural Wealth and Resources (Permanent Sovereignty) Act ("Permanent Sovereignty Act") and the Natural Wealth
and Resources Contracts (Review and Re-negotiation of Unconscionable Terms) Act ("Review and Re-Negotiation of
Unconscionable Terms Act") have been approved by Tanzania's Parliament and received Presidential assent. In addition,
Tanzania's Parliament has approved the new Finance Act, which will impose a 1% clearing fee on the value of all minerals
exported from the country from 1 July 2017.
The Company advised the ASX of the impact of the new legislation on 10 July 2017. Based on the initial review and external
legal advice, the Board and Management believe the legislative changes -as currently passed by the Tanzanian parliament-
would not cause or prevent the Company from progressing with its current business strategy and plans for the future
development of the Uyowa, Kahama and Lushoto projects.
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Batan Farm in
On 3 August 2017, the Group entered into a binding Heads of Agreement with Batan Australia Pty Ltd to farm in and earn
75% interest in the Lushoto Bauxite Project located in North Eastern Tanzania. Under the agreement, Lindian will, subject to
due diligence, acquire an initial 51% interest (AUD $400,000 farm in spend) with an option to move to 75% (AUD $1.4 million
farm in spend through definitive feasibility). In line with the recent changes to Tanzania’s mining regulations as summarised
above, the vendor’s 25% interest also includes the ability to utilise 16% as the government interest currently mandated upon
the project reaching a production stage.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Directors have excluded from this report any further information on the likely developments in the operations of the
Company and the expected results of those operations in future financial years, as the Directors believe that it would be
speculative and prejudicial to the interests of the Company.
ENVIRONMENTAL REGULATIONS AND PERFORMANCE
The Group is not aware of any breaches in relation to environmental matters.
SHARE OPTIONS
As at the date of this report, there were 100,284,027 unissued ordinary shares under options. The details of the options at
the date of this report are as follows:
Number
Exercise Price $
Expiry Date
10,284,027
40,000,000
50,000,000
0.20
0.02
0.03
30 July 2018
31 December 2020
7 June 2019
No option holder has any right under the options to participate in any other share issue of the company or any other entity.
40,000,000 options with an exercise price of 2 cents, expiring on 31 December 2020 were issued during the financial year
50,000,000 options with an exercise price of 3 cents, expiring on 7 June 2019 were issued during the financial year.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company has made an agreement indemnifying all the Directors and officers of the Company against all losses or
liabilities incurred by each Director or officer in their capacity as Directors or officers of the Company to the extent permitted
by the Corporations Act 2001. The indemnification specifically excludes wilful acts of negligence. The Company paid
insurance premiums in respect of Directors’ and Officers’ Liability Insurance contracts for current officers of the Company,
including officers of the Company’s controlled entities. The liabilities insured are damages and 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 entities in the
Group. The total amount of insurance premiums paid has not been disclosed due to confidentiality reasons.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to
which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those
proceedings. The Company was not a party to any such proceedings during the year.
INDEMNITY AND INSURANCE OF AUDITOR
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
Lindian Resources Limited
12
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Directors’ Report
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Lindian
Resources Limited support and have adhered to the principles of sound corporate governance. The Board recognises the
recommendations of the Australian Securities Exchange Corporate Governance Council, and considers that Lindian
Resources is in compliance with those guidelines to the extent possible, which are of importance to the commercial operation
of a junior listed resources company. During the financial year, shareholders continued to receive the benefit of an efficient
and cost-effective corporate governance policy for the Company. The Company’s Corporate Governance Statement and
disclosures are contained elsewhere in the annual report.
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
Section 307C of the Corporations Act 2001 requires the Company’s auditors to provide the Directors of Lindian Resources
Limited with an Independence Declaration in relation to the audit of the full year financial report. A copy of that declaration
forms part of this report.
There were no non-audit services provided by the Company’s auditor.
Signed on behalf of the Board in accordance with a resolution of the Directors.
Asimwe Kabunga
Non-Executive Chairman
18 September 2017
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Lindian Resources Limited
The Company is committed to implementing the highest standards of corporate governance. In determining what those high
standards should involve, the Company has turned to the ASX Corporate Governance Council’s Corporate Governance
Principles and Recommendations, 3rd Edition. The Company is pleased to advise that the Company’s practices are largely
consistent with those ASX guidelines. Where the Company does not have certain policies or committees recommended by
the ASX Corporate Governance Council (the Council) in place during the reporting period, we have identified such policies or
committees.
The Board of Directors of Lindian Resources Limited is responsible for corporate governance of the Company. The Board
guides and monitors the business and affairs of Lindian Resources Limited on behalf of the shareholders by whom they are
elected and to whom they are accountable. Where the Company’s corporate governance practices do not correlate with the
practices recommended by the Council, the Company is working towards compliance however it does not consider that all the
practices are appropriate for the Company due to the size and scale of Company operations. For further information on
corporate governance policies adopted by Lindian Resources Limited, refer to our website: www.lindianresources.com.au.
Date of last review and Board approval: 15 September 2017
Principle/
Recommendation
Principle 1:
Lay solid foundations
for management and
oversight
Recommendation 1.1
A
disclose:
a)
listed entity should
the respective roles
and responsibilities
of its board and
management; and
matters
those
expressly reserved
the board and
to
those delegated to
management.
b)
Compliance Reference
Commentary
Yes
Board Charter,
Independent
Professional
Advice Policy,
Website
The Company does not currently have a Managing Director.
Therefore, all reference to a Managing Director in the
Corporate Governance Statement and its related policies
and charters will relate to the Company’s current Non-
Executive Chairman.
The Company has established the functions reserved to the
Board, and those delegated to senior executives and the
Company Secretary and has set out these functions in its
Board Charter.
commensurate with
The Board is collectively responsible for promoting the
success of the Company through its key functions of
overseeing the management of the Company, providing
overall corporate governance of the Company, monitoring
the financial performance of the Company, engaging
the
appropriate management
Company's structure and objectives, involvement in the
development of corporate strategy and performance
objectives, reviewing, ratifying and monitoring systems of
risk management and internal control, codes of conduct and
legal compliance, overseeing the Company’s process for
making timely and balanced disclosure of all material
information concerning the Company that a reasonable
person would expect to have a material effect on the price
or value of the entity’s securities and monitoring the
effectiveness of the Company’s governance practices.
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Lindian Resources Limited
Director
Selection
Procedure
(Website)
Recommendation 1.2
A listed entity should:
a) undertake
Yes
appropriate checks
before appointing a
person, or putting
forward to security
holders a candidate
for election, as a
director; and
b) provide
security
all
in
holders with
material
information
its
possession relevant
to a decision on
whether or not
to
elect or re- elect a
director.
Senior executives are responsible for supporting Managing
Director and assisting the Managing Director in implementing
the running of the general operations and financial business
of the Company in accordance with the delegated authority
of the Board. Senior executives are responsible for reporting
all matters which fall within the Company's materiality
thresholds directly to the Chair or the lead independent
director, as appropriate. To assist directors with independent
judgement, it is the Board's policy that if a director considers
it necessary to obtain independent professional advice to
properly discharge the responsibility of their office as a
director then, provided the director first obtains approval from
the Chair for incurring such expense, the Company will pay
the reasonable expenses associated with obtaining such
advice.
follows a prescribed process whereby
In determining candidates for the Board, the Nomination
Committee
it
evaluates the mix of skills, experience and expertise of the
existing Board. In particular, the Nomination Committee is to
identify the particular skills that will best increase the Board's
effectiveness. Consideration is also given to the balance of
independent directors. Potential candidates are identified
and, if relevant, the Nomination Committee (or equivalent)
recommends an appropriate candidate for appointment to
the Board. Any appointment made by the Board is subject
to ratification by shareholders at the next general meeting.
The Board recognises that Board renewal is critical to
performance and the impact of Board tenure on succession
planning. Each director other than the Managing Director,
must not hold office (without re-election) past the third annual
general meeting of the Company following the director's
appointment or three years following that director's last
election or appointment (whichever is the longer). However,
a director appointed to fill a casual vacancy or as an addition
to the Board must not hold office (without re-election) past
the next annual general meeting of the Company. At each
annual general meeting a minimum of one director or one
third of the total number of directors must resign. A director
who retires at an annual general meeting is eligible for re-
election at that meeting and re-appointment of directors is
not automatic.
Lindian Resources Limited
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Lindian Resources Limited
Yes
Recommendation 1.3
listed entity should
A
written
a
have
agreement with each
director
senior
and
executive setting out the
their
of
terms
appointment.
at
Kept
registered
office,
Independent
Professional
Advice Policy
(Website)
to
the Company’s
Each non-executive director has a written agreement with
the Company that covers all aspects of their appointment
including term, time commitment required, remuneration,
disclosure of interests that may affect independence,
guidance on complying with the Company’s corporate
governance policies and the right to seek independent
advice, indemnity and insurance arrangements, rights of
access
information and ongoing
confidentiality obligations as well as roles on the Company’s
committees. Each executive director’s agreement with the
Company includes the same details as the non-executive
directors’ agreements but also
includes a position
description, reporting hierarchy and termination clauses. To
assist directors with independent judgement, it is the Board's
policy that if a director considers it necessary to obtain
independent professional advice to properly discharge the
responsibility of their office as a director then, provided the
director first obtains approval from the Chair for incurring
such expense, the Company will pay the reasonable
expenses associated with obtaining such advice.
Yes
Board Charter
(Website)
The Company has established the functions reserved to the
Board, and those delegated to senior executives and the
Company Secretary and has set out these functions in its
Board Charter.
Recommendation 1.4
The company secretary
of a listed entity should
be accountable directly
to the board, through the
chair, on all matters to
the proper
do with
functioning of the board.
Recommendation 1.5
A listed entity should:
a) have a diversity
which
policy
includes
for
requirements
the board or a
relevant committee
of the board to set
measurable
for
objectives
gender
achieving
to
diversity and
annually
assess
both the objectives
entity’s
and
progress
in
achieving them;
b) disclose that policy
or a summary of it;
and
the
c) disclose as at the
of
end
each
reporting
period
the
measurable
objectives
for
gender
achieving
diversity set by the
board or a relevant
the
committee of
Yes
Diversity Policy
(Website)
Diversity includes, but is not limited to, gender, age, ethnicity
and cultural background. The Company is committed to
diversity and recognises the benefits arising from employee
and board diversity and the importance of benefiting from all
available talent. The Company has established a Diversity
Policy, which includes requirements for the Board to
establish measurable objectives
for achieving gender
diversity and for the Board to assess annually both the
objectives and progress in achieving them.
The Company’s Diversity Strategy details the Company’s
measurable objectives for achieving gender diversity in
accordance with the Diversity Policy. In doing this, and
assigning the responsibility for the Diversity Policy and its
administration, monitoring and review. The Diversity
Strategy
including
includes a number of concepts
contribution to enhance local workforce and provision of
opportunities for career development. Initiation of programs
and schemes to achieve these goals were achieved during
the Reporting Period. The Board has also adopted a policy
to address harassment and discrimination in the Company,
which
that
it believes will
encourages a diverse workforce.
facilitate an environment
The Company set
employment of women:
the
following objectives
for
the
•
•
•
to the Board – 50% by 2018
to senior management
Company Secretary) – 50% by 2018
to the organisation as a whole – 50% by 2018
(including CFO and
Lindian Resources Limited
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2017 Annual Report to Shareholders
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As at the date of this report, the Company has the following
proportion of women appointed:
•
•
•
to the Board – 0%
to senior management
Company Secretary) – 0%
to the organisation as a whole – 17%
(including CFO and
The Company recognises that the mining and exploration
industry is intrinsically male dominated in many of the
operational sectors and the pool of women with appropriate
skills will be limited in some instances. Where possible, the
Company will seek to identify suitable candidates for
positions from a diverse pool.
Lindian Resources Limited
in
board
accordance
with
the entity’s diversity
policy
its
towards
progress
achieving
them,
and either:
and
1)
2)
the respective
proportions of
men
and
women on the
board,
in
senior
executive
positions and
across
the
whole
organisation
(including how
the entity has
defined “senior
executive”
for
these
purposes); or
if the entity is
a
“relevant
employer”
under
Workplace
Gender
Equality Act,
entity’s
the
most
recent
“Gender
Equality
Indicators”, as
defined in and
published
under
Act.
Recommendation 1.6:
A listed entity should:
a) have and disclose a
for
that
the
process
periodically
evaluating
the
performance of the
its
board,
committees
and
individual directors;
and
b) disclose, in relation
to each reporting
period, whether a
performance
was
evaluation
undertaken in the
reporting period in
accordance
with
that process.
Yes
&
Board,
Committee
Individuals
Performance
Evaluation
Policy
Website
The Chair is responsible for evaluating the performance of
the Board and, when appropriate, Board committees and
individual directors. A Non-Executive Director is responsible
for evaluating the Chair. The evaluations of the Board, and
any applicable Board committees and individual directors are
undertaken via informal discussions on an ongoing basis
with the Chair. The evaluation of the Managing Director (if
applicable) is undertaken via an informal interview process
which occurs annually or more frequently, at the Board’s
discretion. During the reporting period an evaluation of
Board, its committees, the chair and individual directors took
place in accordance with the process disclosed above.
Lindian Resources Limited
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&
Board,
Committee
Individuals
Performance
Evaluation
Policy
Website
The Chair is responsible for evaluating the performance of
senior executives. The evaluation of senior executives is
undertaken via an informal interview process which occurs
annually or more frequently as required and otherwise takes
place as part of the annual salary review under the senior
executives’ employment contract. During the reporting
period, no evaluation of senior executives took place as the
company has no senior executives.
Nomination
Committee
Charter,
Independent
Professional
Advice Policy
Website
The Board has not established a separate Nomination
Committee. Given the current size and composition of the
Board, the Board believes that there would be no efficiencies
gained by establishing a separate Nomination Committee.
Accordingly, the Board performs the role of the Nomination
Committee. Items that are usually required to be discussed
by a nomination committee are discussed at a separate
meeting when required. When the Board convenes as the
Nomination Committee it carries out those functions which
are delegated to it in the Company’s Nomination Committee
Charter. The Board deals with any conflicts of interest that
may occur when convening in the capacity of the Nomination
Committee by ensuring that the Director with conflicting
interests is not party to the relevant discussions.
the role, composition,
To assist the Board to fulfil its function as the Nomination
Committee, it has adopted a Nomination Committee Charter
which describes
functions and
responsibilities of the Nomination Committee. The Board
met as the Nomination Committee once during the year and
all Board members were in attendance. To assist directors
with independent judgement, it is the Board's policy that if a
director considers it necessary to obtain independent
professional advice to properly discharge the responsibility
of their office as a director then, provided the director first
obtains approval from the Chair for incurring such expense,
the Company will pay the reasonable expenses associated
with obtaining such advice.
Lindian Resources Limited
Recommendation 1.7:
A listed entity should:
a) have and disclose a
for
process
periodically
evaluating
the
performance of its
senior executives;
and
b) disclose, in relation
to each reporting
period, whether a
performance
evaluation
was
undertaken in the
reporting period in
accordance
with
that process.
Principle 2: Structure
the board to add value
Recommendation 2.1
The board of a listed
entity should:
a) have a nomination
Yes
No
committee which:
1) has
least
at
three members,
a majority
of
are
whom
independent
directors; and
is chaired by an
independent
director,
disclose:
the charter of
the committee;
the members of
the committee;
and
and
2)
3)
4)
b)
5) as at the end of
each reporting
the
period,
number of times
the committee
met throughout
the period and
individual
the
attendances of
the members at
those meetings;
or
that
if it does not have a
nomination
committee,
disclose
fact
and the processes
to
employs
it
board
address
succession
issues
and to ensure that
the board has the
appropriate
balance of skills,
knowledge,
experience,
independence and
Lindian Resources Limited
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Lindian Resources Limited
diversity to enable it
to discharge
its
and
duties
responsibilities
effectively.
Recommendation 2.2
A
listed entity should
have and disclose a
board skills matrix setting
out the mix of skills and
diversity that the board
currently has or is looking
to
its
achieve
membership.
Recommendation 2.3
A
disclose:
a)
listed entity should
in
the names of the
directors
considered by the
be
to
board
independent
directors;
if a director has an
interest, position,
or
association
relationship of the
type described in
the
Box 2.3 but
board
is of
the
opinion that it does
compromise
not
the
independence
of the director, the
nature
the
interest, position,
or
association
relationship
in
question and an
explanation of why
the board is of that
opinion; and
the
length
service
director.
of
of each
of
b)
c)
Yes
Website
Yes
Board Charter,
Independence
of
Assessment
(Website)
Directors
The Company has reviewed the skill set of its Board to
determine where the skills lie and any relevant gaps in skills
shortages. Currently the Board believes that they have an
appropriate mix of skills The Company is looking to develop
the Board through professional development initiatives as
well as seeking to identify additional Board candidates for
positions from a diverse pool.
Directors including Eddie King (appointment 13 June 2014),
Steve Formica (appointment 15 July 2014), Matthew Bull
(appointment 6 December 2016) are deemed independent
as they are non-executive directors who are not members of
management and who are free of any business or other
relationship that could materially interfere with, or could
reasonably be perceived to materially interfere with, the
independent exercise of
judgement. The Board
their
considers the independence of directors having regard to the
the Principles &
in Box 2.3 of
relationships
Recommendations
the Company's materiality
and
thresholds. Asimwe Kabunga (appointment 8 June 2017) is
deemed not independent due to his substantial shareholding
in the Company. The Board has agreed on the following
guidelines, as set out in the Company's Board Charter, for
assessing the materiality of matters:
listed
•
•
•
•
tests,
trigger
the quantitative
Balance sheet items are material if they have a value
of more than 10% of pro-forma net asset.
Profit and loss items are material if they will have an
impact on the current year operating result of 10% or
more.
Items are also material if they impact on the reputation
of the Company, involve a breach of legislation, are
outside the ordinary course of business, could affect
the Company’s rights to its assets, if accumulated
involve a
would
contingent liability that would have a probable effect of
10% or more on balance sheet or profit and loss items,
or will have an effect on operations which is likely to
result in an increase or decrease in net income or
dividend distribution of more than 10%.
Contracts will be considered material if they are outside
the ordinary course of business, contain exceptionally
onerous provisions in the opinion of the Board, impact
on income or distribution in excess of the quantitative
tests, there is a likelihood that either party will default
and the default may trigger any of the quantitative or
qualitative tests, are essential to the activities of the
Company and cannot be replaced or cannot be
replaced without an increase in cost which triggers any
of the quantitative tests, contain or trigger change of
control provisions, are between or for the benefit of
related parties, or otherwise trigger the quantitative
tests.
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Lindian Resources Limited
Yes
No
Yes
Recommendation 2.4
A majority of the board
of a listed entity should
be
independent
directors.
Recommendation 2.5
The chair of the board of
a listed entity should be
an independent director
and, in particular, should
not be the same person
as the CEO of the entity.
Recommendation 2.6
A listed entity should have
a program for inducting
new directors and provide
appropriate professional
development
opportunities for directors
to develop and maintain
the skills and knowledge
needed to perform their
directors
as
role
effectively.
The Board has a majority of Directors who are independent.
Directors
Independence
of
Assessment
(Website)
Directors
Independence
of
Assessment
(Website)
The Board believes that there would be no efficiencies
gained by having a separate Chair due to its current size.
The Chairperson is not an independent Director who is not
the CEO / Managing Director.
Director
Induction
Program,
Ongoing
Education
Framework
(Website)
It is the policy of the Company that each new Director
undergoes an induction process in which they are given a full
briefing on the Company. Where possible this includes
meetings with key executives, tours of the premises, an
induction package and presentations. Information conveyed
to new Directors include:
•
•
•
•
details of the roles and responsibilities of a Director;
formal policies on Director appointment as well as
conduct and contribution expectations;
a copy of the Corporate Governance Statement,
Charters, Policies and Memos and
a copy of the Constitution of the Company.
In order to achieve continuing improvement in Board
performance, all Directors are encouraged to undergo
The Board has
continual professional development.
implemented an Ongoing Education Framework.
Yes
of
Code
Conduct
(Website)
to maintain confidence
The Company has established a Code of Conduct as to the
practices necessary
the
Company's integrity, the practices necessary to take into
account its legal obligations and the reasonable expectations
of its stakeholders, and the responsibility and accountability
of individuals for reporting and investigating reports of
unethical practices.
in
No
Audit
Committee
Charter
(Website)
The Company does not have an audit committee. The Board
is of the opinion that due to the nature and size of the
Company, the functions performed by an audit committee
can be adequately handled by the full Board. At such time
when the Company is of sufficient size, a separate Audit and
Risk Management Committee will be formed.
3:
Act
and
Principle
ethically
responsibly
Recommendation 3.1
A listed entity should:
a) have a code of
its
senior
and
conduct
directors,
executives
employees; and
b) disclose that code
or a summary of it.
for
audit
Principle 4: Safeguard
integrity in corporate
reporting
Recommendation 4.1
The board of a listed
entity should: (a) have
an
committee
which:
a) has at least three
members, all of
whom
non-
are
executive directors
and a majority of
whom
are
independent
directors; and
1)
is chaired by an
independent
director, who is
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Lindian Resources Limited
It is the Board’s responsibility to ensure that an effective
internal control framework exists within the entity. This
includes both internal controls to deal with both the
effectiveness and efficiency of significant business
processes, the safeguarding of assets, the maintenance of
proper accounting records, and the reliability of financial and
non-financial information. It is the Board’s responsibility for
the establishment and maintenance of a framework of
internal control of the Company.
The Company has established procedures for the selection,
appointment and rotation of its external auditor. The Board
is responsible for the initial appointment of the external
auditor and the appointment of a new external auditor when
the Audit
any vacancy arises, as recommended by
Committee (or its equivalent). Candidates for the position of
external auditor must demonstrate complete independence
from the Company through the engagement period. The
Board may otherwise select an external auditor based on
the Company's business and
criteria
circumstances. The performance of the external auditor is
reviewed on an annual basis by the Audit Committee (or its
equivalent) and any recommendations are made to the
Board.
relevant
to
Yes
Kept
at
registered office
The Chairman and the Chief Financial Officer (Company
Secretary) provide a declaration to the Board in accordance
with section 295A of the Corporations Act for each financial
report and assure the Board that such declaration is founded
on a sound system of risk management and internal control
and that the system is operating effectively in all material
respects in relation to financial reporting risks.
not the chair of
the board,
and disclose:
2)
the charter of
the committee;
the
relevant
qualifications
and
3)
4) experience
of
the members of
the committee;
and
in relation to
each reporting
the
period,
number of times
the committee
met throughout
the period and
the
individual
attendances of
the members at
those meetings;
or
5)
b)
that
of
employs
if it does not have
an
audit
committee,
disclose
fact
and the processes
it
that
independently verify
and safeguard the
integrity
its
corporate
reporting, including
the processes for
appointment
the
and removal of the
external
auditor
and the rotation of
the
audit
engagement
partner.
the
financial
Recommendation 4.2
The board of a listed
entity should, before it
the entity’s
approves
financial statements for
a
period,
receive from its CEO and
CFO a declaration that, in
the
opinion,
their
financial records of the
entity
been
have
properly maintained and
financial
that
statements comply with
appropriate
the
accounting
standards
and give a true and fair
view of
financial
the
and
position
the
performance
entity and
the
opinion has been formed
on the basis of a sound
system
risk
management
and
internal control which is
operating effectively.
of
that
of
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Lindian Resources Limited
Yes
AGM
The external auditor is required to attend every AGM for the
purpose of answering questions from security holders
relevant to the audit.
Recommendation 4.3
A listed entity that has
an AGM should ensure
that its external auditor
attends its AGM and is
available
answer
to
questions from security
holders relevant to the
audit.
5:
Principle
Make
timely and balanced
disclosure
Recommendation 5.1
A listed entity should:
a) have
a written
policy for complying
with its continuous
disclosure
obligations
under
the Listing Rules;
and
b) disclose that policy
or a summary of it.
Principle 6: Respect
the rights of security
holders
Recommendation 6.1
listed entity should
A
information
provide
about
its
governance to investors
via its website.
itself
and
Yes
Yes
Continuous
Disclosure
Policy
(Website)
The Company has established written policies and
procedures designed to ensure compliance with ASX Listing
Rule disclosure requirements and accountability at a senior
executive level for that compliance. The Company has
appointed a Responsible Officer who is responsible for
ensuring
The
Responsible Officer is Eddie King, and in that person's
absence, Steve Formica.
the procedures are complied with.
Website
Disclosure
Policy
(Website)
The Company’s website includes the following:
•
Corporate Governance policies, procedures, charters,
programs, assessments, codes and frameworks
Names and biographical details of each of its directors
and senior executives
Constitution
Copies of annual, half yearly and quarterly reports
ASX announcements
Copies of notices of meetings of security holders
•
•
•
•
• Media releases
•
Overview of the Company’s current business, structure
and history
Details of upcoming meetings of security holders
Historical market price information of the securities on
issue
Contact details for the share registry and media
enquiries
•
•
•
•
Yes
Yes
to
Recommendation 6.2
A
listed entity should
design and implement an
relations
investor
facilitate
program
two-way
effective
communication
with
investors.
Recommendation 6.3
A
listed entity should
disclose the policies and
processes it has in place
and
facilitate
to
encourage participation
at meetings of security
holders.
Shareholder
Communication
Policy
The Company has designed a communications policy for
promoting effective communication with shareholders and
encouraging shareholder participation at shareholder
meetings.
Shareholder
Communication
Policy
(Website)
The Company has designed a communications policy for
promoting effective communication with shareholders and
encouraging shareholder participation at shareholder
meetings.
Lindian Resources Limited
22
2017 Annual Report to Shareholders
For personal use only
Lindian Resources Limited
Yes
No
Shareholder
Communication
Policy
(Website)
Shareholders are regularly given the opportunity to receive
communications electronically.
Risk
Management
Policy
(Website)
The Company does not have a risk committee. The Board is
of the opinion that due to the nature and size of the
Company, the functions performed by a risk committee can
be adequately handled by the full Board. At such time when
the Company is of sufficient size, a separate Audit and Risk
Management Committee will be formed.
It is the Board’s responsibility to ensure that an effective
internal control framework exists within the entity. This
includes both internal controls to deal with both the
effectiveness and efficiency of significant business
processes, the safeguarding of assets, the maintenance of
proper accounting records, and the reliability of financial and
non-financial information. It is the Board’s responsibility for
the establishment and maintenance of a framework of
internal control of the Company.
The Board has adopted a Risk Management Policy to assist
with the identification and review of risk as well as the
responsibilities within the Company.
Recommendation 6.4
A
listed entity should
give security holders the
receive
option
to
from
communications
and
send
communications to, the
entity and
its security
registry electronically.
Principle 7: Recognise
and manage risk
Recommendation 7.1
The board of a listed
entity should:
a) have a committee
or committees to
oversee risk, each
of which:
1) has
least
at
three members,
of
a majority
whom
are
independent
directors; and
is chaired by an
independent
director,
disclose:
the charter of
the committee;
the members of
the committee;
and
and
2)
3)
4)
5) as at the end of
each reporting
period,
the
number of times
the committee
met throughout
the period and
the
individual
attendances of
the members at
those meetings;
or
if it does not have a
risk committee or
that
committees
(a) above,
satisfy
fact
disclose that
and the processes
for
it
the
overseeing
entity’s
risk
management
framework.
employs
b)
Lindian Resources Limited
23
2017 Annual Report to Shareholders
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Lindian Resources Limited
Yes
Risk
Management
Policy
(Website)
No
Audit
Committee
Charter
(Website)
The Board has adopted a Risk Management Policy, which
sets out the Company's risk profile. Under the policy, the
Board is responsible for approving the Company's policies
on risk oversight and management and satisfying itself that
management has developed and implemented a sound
system of risk management and internal control. Under the
policy, the Board delegates day-to-day management of risk
to the Managing Director (if not applicable, then the Chair),
who is responsible for identifying, assessing, monitoring and
managing risks. The Managing Director is also responsible
for updating the Company's material business risks to reflect
any material changes, with the approval of the Board.
In fulfilling the duties of risk management, the Managing
to Company
Director may have unrestricted access
employees, contractors and records and may obtain
independent expert advice on any matter they believe
appropriate, with the prior approval of the Board. In addition,
the following risk management measures have been adopted
by the Board to manage the Company's material business
risks:
•
•
•
limits
the Board has established authority
for
management, which, if proposed to be exceeded,
requires prior Board approval;
the Board has adopted a compliance procedure for the
purpose of ensuring compliance with the Company's
continuous disclosure obligations; and
the Board has adopted a corporate governance
manual which contains other policies to assist the
Company to establish and maintain its governance
practices.
During the year, management reported to the Board on the
following categories of risks affecting the Company as part
of the Company’s systems and processes for managing
material business risks: operational, financial reporting,
sovereignty and market-related risks.
The Board performs the role of Audit Committee. When the
Board convenes as the Audit Committee it carries out those
functions which are delegated to it in the Company’s Audit
Committee Charter which include reviewing the Company’s
internal financial control system. Due to the nature and size
of the Company's operations, and the Company’s ability to
derive substantially all of the benefits of an independent
internal audit function, the expense of an independent
internal auditor is not considered to be appropriate.
board
Recommendation 7.2
The
a
committee of the board
should:
a)
or
review the entity’s
risk management
framework at least
annually to satisfy
itself
it
continues
to be
sound; and
that
b) disclose, in relation
to each reporting
period,
whether
such a review has
taken place.
b)
listed entity should
Recommendation 7.3
A
disclose:
a)
if it has an internal
audit function, how
the
is
function
and
structured
what
role
it
performs; or
if it does not have
an
internal audit
fact
function, that
and the processes
it
for
employs
evaluating
and
continually
the
improving
effectiveness of its
risk management
and internal control
processes.
Lindian Resources Limited
24
2017 Annual Report to Shareholders
For personal use only
Corporate
Governance
Statement
The Company has considered its economic, environmental
and social sustainability risks by way of internal review and
has concluded that it is not subject to material economic,
environmental and social sustainability risks.
Remuneration
Committee
Charter,
Independent
Professional
Advice Policy
Website
The Board has not established a separate Remuneration
Committee, and therefore it is not structured in accordance
with Recommendation 8.1. Given the current size and
composition of the Board, the Board believes that there
would be no efficiencies gained by establishing a separate
Remuneration Committee. Accordingly, the Board performs
the role of Remuneration Committee. Items that are usually
required to be discussed by a Remuneration Committee are
discussed at a separate meeting when required. When the
Board convenes as the Remuneration Committee it carries
out those functions which are delegated to it in the
Company’s Remuneration Committee Charter. The Board
deals with any conflicts of interest that may occur when
convening in the capacity of the Remuneration Committee by
ensuring that the Director with conflicting interests is not
party to the relevant discussions.
The Board as a whole met as the Remuneration Committee
once during the year and all Board members were in
attendance. To assist the Board to fulfil its function as the
Remuneration Committee, the Company has adopted a
Remuneration Committee Charter which describes the role,
composition,
the
Remuneration Committee.
responsibilities of
functions and
independent professional advice
To assist directors with independent judgement, it is the
Board's policy that if a director considers it necessary to
to properly
obtain
discharge the responsibility of their office as a director then,
provided the director first obtains approval from the Chair for
incurring such expense,
the
reasonable expenses associated with obtaining such advice.
the Company will pay
Lindian Resources Limited
Yes
Recommendation 7.4
A
listed entity should
disclose whether it has
any material exposure to
economic, environmental
and social sustainability
risks and, if it does, how
it manages or intends to
manage those risks.
Principle
8:
Remunerate fairly and
responsibly
Recommendation 8.1
The board of a listed
entity should:
a) have
a
No
remuneration
committee which:
1) has
least
at
three members,
of
a majority
whom
are
independent
directors; and
is chaired by an
independent
director,
and disclose:
the charter of
the committee;
the members of
the committee;
and
2)
3)
4)
b)
5) as at the end of
each reporting
period,
the
number of times
the committee
met throughout
the period and
the
individual
attendances of
the members at
those
meetings; or
if it does not have a
remuneration
committee,
fact
disclose
and the processes
it
for
employs
setting
the level
and composition of
remuneration
for
and
directors
executives
senior
and ensuring
that
such remuneration
is appropriate and
not excessive.
that
Lindian Resources Limited
25
2017 Annual Report to Shareholders
For personal use only
Lindian Resources Limited
Yes
Remuneration
Policy
Website
Recommendation 8.2
listed entity should
A
its
separately disclose
policies and practices
the
regarding
remuneration of non-
executive directors and
remuneration of
the
executive directors and
other senior executives.
Details of remuneration, including the Company’s policy on
remuneration, are contained in the Remuneration Report
which forms of part of the Annual Report. The remuneration
of non-executive directors is set by reference to payments
made by other companies of similar size and industry, and
by reference to the director’s skills and experience. Given
the Company is at its early stage of development and the
financial restrictions placed on it, the Company may consider
it appropriate to issue unlisted options to non-executive
directors, subject to obtaining the relevant approvals. The
Remuneration Policy is subject to annual review. All of the
directors’ option holdings are fully disclosed. Executive pay
and rewards consists of a base salary and performance
incentives. Long term performance incentives may include
options granted at the discretion of the Board and subject to
obtaining the relevant approvals. The grant of options is
designed to recognise and reward efforts as well as to
provide additional incentive and may be subject to the
successful completion of performance hurdles. Executives
are offered a competitive level of base pay at market rates
(for comparable companies) and are reviewed annually to
ensure market competitiveness.
Yes
Recommendation 8.3
A listed entity which has
an
equity-based
remuneration scheme
should:
a) have a policy on
Remuneration
Policy
Website
Executives and Non-Executive Directors are prohibited from
entering into transactions or arrangements which limit the
economic risk of participating in unvested entitlements.
whether
participants are
permitted
to
into
enter
transactions
(whether
through the use
of derivatives
otherwise)
or
which limit the
economic
risk
of participating
in the scheme;
and
b) disclose
policy
summary of it.
that
a
or
Lindian Resources Limited
26
2017 Annual Report to Shareholders
For personal use only
Lindian Resources Limited
Consolidated Statement of Comprehensive Income for the year ended 30 June 2017
Notes
Consolidated
2017
$
2016
$
Revenue
Interest income
Consulting and directors’ fees
Share based payments
Other expenses
Loss from continuing operations before income tax
Income tax expense
Loss from continuing operations after income tax
Discontinued operations after income tax
Profit/(loss) from discontinued operations after income tax
4
5
6
1,541
2,247
(214,893)
(460,000)
(327,620)
(1,000,972)
(86,978)
-
(198,051)
(282,782)
-
-
(1,000,972)
(282,782)
128,897
(179,221)
Loss attributable to owners of Lindian Resources Limited
(872,075)
(462,003)
Other comprehensive income
Reclassification adjustments
Reclassification to profit or loss on loss of control of subsidiary
Other comprehensive loss for the year
-
-
-
-
Total comprehensive loss for the year
(872,075)
(462,003)
Loss per share attributable to owners of Lindian Resources
Limited from continuing operations
Basic and diluted loss per share (cents per share)
15
(0.50)
(0.03)
Loss per share attributable to owners of Lindian Resources
Limited from discontinued operations
Basic and diluted earnings /(loss) per share (cents per share)
15
0.06
(0.02)
Loss per share attributable to owners of Lindian Resources
Limited
Basic and diluted loss per share (cents per share)
15
(0.43)
(0.05)
The accompanying notes form part of these financial statements.
Lindian Resources Limited
27
2017 Annual Report to Shareholders
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Lindian Resources Limited
Consolidated Statement of Financial Position as at 30 June 2017
Notes
Consolidated
2017
$
2016
$
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Deferred exploration and evaluation expenditure
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
The accompanying notes form part of these financial statements.
7
8
9
10
5
11
12
13
617,081
14,768
288,243
4,476
631,849
292,719
2,164,251
2,164,251
-
-
2,796,100
292,719
71,421
167,282
71,421
167,282
642,857
642,857
-
-
714,278
167,282
2,081,822
125,437
27,492,524
25,124,064
8,968,404
8,508,404
(34,379,106)
(33,507,031)
2,081,822
125,437
Lindian Resources Limited
28
2017 Annual Report to Shareholders
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Lindian Resources Limited
Consolidated Statement of Cash Flows for the year ended 30 June 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Interest received
Notes
Consolidated
2017
$
2016
$
(519,769)
(524,967)
1,541
2,247
NET CASH USED IN OPERATING ACTIVITIES
7
(518,228)
(522,720)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of exploration assets
Payments for exploration expenditure
NET CASH USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Proceeds from borrowings
Repayment of borrowings
Payments for share buy-back
Share issue costs
NET CASH FROM FINANCING ACTIVITIES
Net increase in cash held
Cash and cash equivalents at beginning of period
11
CASH AND CASH EQUIVALENTS AT END OF YEAR
7
The accompanying notes form part of these financial statements.
-
(50,000)
(21,394)
(21,394)
-
(50,000)
900,000
1,112,315
-
-
-
(31,540)
868,460
328,838
288,243
617,081
10,000
(160,000)
(40,783)
(69,436)
852,096
279,376
8,867
288,243
Lindian Resources Limited
29
2017 Annual Report to Shareholders
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Lindian Resources Limited
Consolidated Statement of Changes in Equity for the year ended 30 June 2017
Consolidated
At 1 July 2015
Loss for the year
Other comprehensive (loss)
Total comprehensive (loss)
Transactions with owners in their capacity
as owners
Shares issued through entitlement issue
Cost of share issue
Shares issued through exercise of options
Share buy-back
At 30 June 2016
At 1 July 2016
Loss for the year
Other comprehensive loss
Total comprehensive loss
Transactions with owners in their capacity
as owners
Shares issued
Cost of share issue
Options issued
At 30 June 2017
Issued capital
$
Accumulated
losses
$
Option reserves
$
Share based
payment reserves
$
24,121,968
(33,045,028)
4,106,626
4,401,778
-
-
-
(462,003)
-
(462,003)
1,092,939
(69,436)
19,376
(40,783)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
25,124,064
(33,507,031)
4,106,626
4,401,778
25,124,064
(33,507,031)
4,106,626
4,401,778
-
-
-
(872,075)
-
(872,075)
2,400,000
(31,540)
-
-
-
-
-
-
-
-
-
-
27,492,524
(34,379,106)
4,106,626
-
-
-
-
-
460,000
4,861,778
The accompanying notes form part of these financial statements.
Total
$
(414,656)
(462,003)
-
(462,003)
1,092,939
(69,436)
19,376
(40,783)
125,437
125,437
(872,075)
-
(872,075)
2,400,000
(31,540)
460,000
2,081,822
Lindian Resources Limited
30 2017 Annual Report to Shareholders
For personal use only
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
1. Corporate Information
The financial report of Lindian Resources Limited (“Lindian Resources” or “the Company”) and its controlled entities (“the Group”)
for the year ended 30 June 2017 was authorised for issue in accordance with a resolution of the Directors on 18 September 2017.
Lindian Resources Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the
Australian Securities Exchange.
2. Summary of Significant Accounting Policies
(a) Basis of Preparation
The financial report is a general-purpose financial report, which has been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards
Board and the Corporations Act 2001. The Group is a for-profit entity for financial reporting purposes under Australian Accounting
Standards.
The financial report has been prepared on an accrual basis and is based on historical costs, modified, where applicable, by the
measurement at fair value of selected non-current assets, financial assets and financial liabilities. Material accounting policies
adopted in preparation of this financial report are presented below and have been consistently applied unless otherwise stated.
The presentation currency is Australian dollars.
Going Concern
This report has been prepared on the going concern basis which contemplates the continuity of normal business activity for the
realisation of assets and settlement of liabilities in the normal course of business.
The Group incurred a net loss after tax for the year ended 30 June 2017 of $872,075 and experienced net cash outflows from
operating activities of $518,228. At 30 June 2017, cash and cash equivalents were $617,081.
The ability of the Group to continue as a going concern is principally dependent upon the ability of the Company raising capital from
equity markets as completed during the year ended 30 June 2017 (note 11) and managing cashflow in line with available funds.
The Directors have prepared a cash flow forecast, which indicates that the Group will have sufficient cash flows to meet all currently
forecasted commitments and working capital requirements for the 12 month period from the date of signing this financial report.
Based on the cash flow forecasts, and other factors referred to above, the directors are satisfied that the going concern basis of
preparation is appropriate. In particular, given the Company’s history of raising capital to date, the Directors are confident of the
Company’s ability to raise additional funds as and when they are required.
However, if the Group is not successful in securing sufficient funds through capital raising, there is a material uncertainty that may
cast significant doubt on whether the Group is able to continue as a going concern and as to whether the Company will be able to
realise its assets and extinguish its liabilities in the normal course of business and at amounts stated in the financial statements.
The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts
or to the amount and classification of liabilities that might result should the Group be unable to continue as a going concern and
meet its debts as and when they fall due.
Lindian Resources Limited
31
2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
(b) Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary
information about the parent entity is disclosed in note 22.
(c) Compliance statement
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report
containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting
Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards.
(d) Adoption of new and revised standards
In the year ended 30 June 2017, the Directors have reviewed all of the new and revised Standards and Interpretations issued by
the AASB that are relevant to its operations and effective for the current annual reporting period. The Directors have also reviewed
all new standards and interpretations that have been issued but are not yet effective for the year ended 30 June 2017. It has been
determined by the Directors that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on
its business and, therefore, no change is necessary to Group accounting policies.
(e) Basis of Consolidation
The consolidated financial statements comprise the financial statements of Lindian Resources Limited and its subsidiaries as at 30
June each year (‘the Company’).
Subsidiaries are all those entities (including special purpose entities) over which the Company has control. The Company controls
an entity when the company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power to direct the activities of the entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent Company, using consistent
accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit
and losses resulting from intra-company transactions have been eliminated in full. Subsidiaries are fully consolidated from the date
on which control is obtained by the Company and cease to be consolidated from the date on which control is transferred out of the
Company.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The acquisition method of accounting
involves recognising at acquisition date, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any
non-controlling interest in the acquiree. The identifiable assets acquired and the liabilities assumed are measured at their acquisition
date fair values.
The difference between the above items and the fair value of the consideration (including the fair value of any pre-existing
investment in the acquiree) is goodwill or a discount on acquisition.
A change in the ownership interest of a subsidiary that does not result in a loss of control is accounted for as an equity transaction.
(f) Foreign Currency Translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The functional and presentation currency of Lindian
Resources Limited is Australian Dollars. The functional currency of the Tanzanian subsidiary is Tanzanian shilling and the
functional currency of the former Philippine subsidiary is the Philippine Peso.
Lindian Resources Limited
32
2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of
comprehensive income.
(iii) Group entities
The results and financial position of all the Company entities (none of which has the currency of a hyperinflationary economy) that
have a functional currency different from the presentation currency are translated into the presentation currency as follows:
• assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that
statement of financial position;
•
income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this
is not a reasonable approximation of the rates prevailing on the transaction dates, in which case income and expenses are
translated at the dates of the transactions); and
• all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities are taken to foreign
currency translation reserve.
When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such
exchange differences are recognised in the statement of comprehensive income, as part of the gain or loss on sale where
applicable.
(g) Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual
asset, unless the asset does not generate cash inflows that are largely independent of those from other assets of the Group and
the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part
of the cash generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its
recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to
continuing operations are recognised in the statement of comprehensive income.
An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously
recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable
amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its
recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss.
After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less
any residual value, on a systematic basis over its remaining useful life.
Lindian Resources Limited
33
2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
(h) Deferred Exploration and Evaluation Expenditure
Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest.
Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure, but does not include
general overheads or administrative expenditure not having a specific nexus with a particular area of interest.
Each area of interest is limited to a size related to a known or probable mineral resource capable of supporting a mining operation.
Exploration and evaluation expenditure for each area of interest is carried forward as an asset provided that one of the following
conditions is met:
• such costs are expected to be recouped through successful development and exploitation of the area of interest or,
alternatively, by its sale; or
• exploration and evaluation activities in the area of interest have not yet reached a stage which permits a reasonable
assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in
relation to the area are continuing.
Expenditure which fails to meet the conditions outlined above is written off. Furthermore, the Directors regularly review the carrying
value of exploration and evaluation expenditure and make write downs if the values are not expected to be recoverable.
Identifiable exploration assets acquired are recognised as assets at their cost of acquisition, as determined by the requirements of
AASB 6 Exploration for and Evaluation of Mineral Resources. Exploration assets acquired are reassessed on a regular basis and
these costs are carried forward provided that at least one of the conditions referred to in AASB 6 is met.
Exploration and evaluation expenditure incurred subsequent to acquisition in respect of an exploration asset acquired, is accounted
for in accordance with the policy outlined above for exploration expenditure incurred by or on behalf of the entity.
Acquired exploration assets are not written down below acquisition cost until such time as the acquisition cost is not expected to
be recovered.
When an area of interest is abandoned, any expenditure carried forward in respect of that area is written off.
Expenditure is not carried forward in respect of any area of interest/mineral resource unless the Group’s rights of tenure to that
area of interest are current.
(i) Trade and Other Receivables
Trade receivables, which generally have 30 – 90 day terms, are recognised and carried at original invoice amount less an
allowance for any uncollectible amounts.
An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when
identified.
(j) Cash and Cash Equivalents
Cash and cash equivalent in the statement of financial position include cash on hand, deposits held at call with banks and other
short term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown as current liabilities
in the statement of financial position. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash
and cash equivalents as described above and bank overdrafts.
(k) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation.
Lindian Resources Limited
34
2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement
is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is
presented in the statement of comprehensive income net of any reimbursement.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time value of money, and where appropriate, the risks specific to the
liability.
Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
(l) Trade and other payables
Liabilities for trade creditors and other amounts are measured at amortised cost, which is the fair value of the consideration to be
paid in the future for goods and services received that are unpaid, whether or not billed to the Group.
(m) Income Tax
Deferred income tax is provided for on all temporary differences at balance date between the tax base of assets and liabilities and
their carrying amounts for financial reporting purposes.
No deferred income tax will be recognised from the initial recognition of goodwill or of an asset or liability, excluding a business
combination, where there is no effect on accounting or taxable profit or loss.
No deferred income tax will be recognised in respect of temporary differences associated with investments in subsidiaries if the
timing of the reversal of the temporary difference can be controlled and it is probable that the temporary differences will not reverse
in the near future.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled.
Deferred tax is charged or credited in the statement of comprehensive income except where it relates to items that may be charged
or credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused
tax losses to the extent that it is probable that future tax profits will be available against which deductible temporary differences can
be utilised.
The amount of benefits brought to account or which may be realised in the future is based on tax rates (and tax laws) that have
been enacted or substantially enacted at the balance date and the anticipation that the Group will derive sufficient future assessable
income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
The carrying amount of deferred tax assets is reviewed at each balance date and only recognised to the extent that sufficient future
assessable income is expected to be obtained.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the statement of comprehensive
income.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against
current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.
(n) Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in
equity as a deduction, net of tax, from the proceeds.
Lindian Resources Limited
35
2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
(o) Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue is capable
of being reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Interest income
Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.
(p) Segment Information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating
segments, has been identified as the Board of Directors of Lindian Resources Limited.
(q) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Company, excluding any
costs of servicing equity other than dividends, by the weighted average number of ordinary shares, adjusted for any bonus elements.
Diluted earnings per share
Diluted earnings per share is calculated as net profit or loss attributable to members of the Company, adjusted for:
•
•
the costs of servicing equity (other than dividends);
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised
as expenses; and
• other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential
ordinary shares;
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus elements.
(r) Goods and services tax
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not
recoverable from the Australian Tax Office. In these circumstances, the GST is recognised as part of the cost of acquisition of the
asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of
GST.
The net amount of GST recoverable from, or payable to, the Australian Tax Office is included as part of receivables or payables in
the statement of financial position.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing
activities, which are disclosed as operating cash flows.
(s) Share based payment transactions
The Group provides benefits to individuals acting as, and providing services similar to employees (including Directors) of the Group
in the form of share based payment transactions, whereby individuals render services in exchange for shares or rights over shares
(‘equity settled transactions’).
There is currently an Employee Share Option Plan (ESOP) in place, which provides benefits to Directors and individuals providing
services similar to those provided by an employee.
Lindian Resources Limited
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2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
The cost of these equity settled transactions with employees is measured by reference to the fair value at the date at which they
are granted. The fair value is determined by using the Black Scholes formula, taking into account the terms and conditions upon
which the instruments were granted.
In valuing equity settled transactions, no account is taken of any performance conditions, other than conditions linked to the price
of the shares of Lindian Resources Limited (‘market conditions’).
The cost of the equity settled transactions is recognised, together with a corresponding increase in equity, over the period in which
the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award
(‘vesting date’).
The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects (i) the extent to
which the vesting period has expired and (ii) the number of awards that, in the opinion of the Directors of the Group, will ultimately
vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of
the market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant
date. The statement of comprehensive income charge or credit for a period represents the movement in cumulative expense
recognised at the beginning and end of the period. No expense is recognised for awards that do not vest, except for awards where
vesting is conditional upon a market condition.
Where the terms of an equity settled award are modified, as a minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as
measured at the date of the modification.
Where an equity settled award is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet
recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated
as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of
the original award, as described in the previous paragraph.
The cost of equity-settled transactions with non-employees is measured by reference to the fair value of goods and services
received unless this cannot be measured reliably, in which case the cost is measured by reference to the fair value of the equity
instruments granted.
(t) Comparative figures
When required by Accounting Standards, comparatives have been adjusted to conform to changes in presentation for the current
financial year.
(u) Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value
is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date; and assumes that the transaction will take place either: in the principle market; or in the
absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they
act in their economic best interest. For non-financial assets, the fair value measurement is based on its highest and best use.
Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value,
are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Lindian Resources Limited
37
2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance
of the inputs used in making the measurements. Classifications are reviewed each reporting date and transfers between levels are
determined based on a reassessment of the lowest level input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not
available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and
reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is
undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable,
with external sources of data.
(v) Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the
circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are discussed below.
Capitalised exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including
whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and
evaluation asset through sale.
Factors which could impact the future recoverability include the level of proved, probable and inferred mineral resources, future
technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration
obligations) and changes to commodity prices.
To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, this will
reduce profits and net assets in the period in which this determination is made. In addition, exploration and evaluation expenditure
is capitalised if activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence
or otherwise of economically recoverable reserves.
To the extent that it is determined in the future that this capitalised expenditure should be written off, this will reduce profits and net
assets in the period in which this determination is made.
Share based payment transactions
The Group measures the cost of equity settled transactions with employees by reference to the fair value of the equity instruments
at the date at which they are granted. The fair value is determined by using the Black Scholes formula, taking into account the
terms and conditions upon which the instruments were granted.
Lindian Resources Limited
38
2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
3. Segment Information
For management purposes, the Group is organised into one main operating segment, which involves mining exploration.
Geographically the Group operates in two segments being Australia and Tanzania. All of the Group’s activities are interrelated,
and financial information is reported to the Board (Chief Operating Decision Makers) as a single segment.
Revenues of approximately Nil (2016 - Nil) are derived from a single external customer. Accordingly, all significant operating
decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the
financial statements of the Group as a whole. Total revenue earned by the Group is generated in Australia and all of the Group’s
non-current assets reside in Tanzania.
4. Other Expenses
Accounting and audit fees
Insurance
Legal fees
Listing and share registry costs
Travel
Printing and stationery
Other
Total other expenses
5. Income Tax
(a) Income tax expense
Major component of tax expense for the year:
Current tax
Deferred tax
(b) Numerical reconciliation between aggregate tax expense recognised
in the statement of comprehensive income and tax expense calculated
per the statutory income tax rate.
A reconciliation between tax expense and the product of accounting loss
before income tax multiplied by the Group’s applicable tax rate is as follows:
Loss from continuing operations before income tax expense
Loss from discontinued operations before income tax expense
Total loss before income tax expense
Tax at the group rate of 30% (2016 : 30%)
Non-deductible expenses
Non-assessable income
Movement in unrecognised temporary differences
Debt equity raising costs
Income tax benefit not brought to account
Income tax expense
Consolidated
2017
$
106,217
7,870
123,162
28,596
21,342
10,106
30,327
2016
$
78,899
10,400
39,971
25,803
12,619
12,826
17,533
327,620
198,051
Consolidated
2017
$
2016
$
-
-
-
-
-
-
(1,000,972)
(282,782)
(128,897)
(179,221)
(872,075)
(462,003)
(261,623)
185,487
(38,669)
11,275
(5,302)
108,832
-
(52,683)
52,683
-
-
-
85,918
-
Lindian Resources Limited
39
2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
Consolidated
(c) Deferred tax liability
Deferred tax liability
Deferred tax liabilities comprise:
Fair value adjustment on acquisition of Exploration Expenditure (Refer note 9)
(d) Unrecognised deferred tax balances
The following deferred tax assets and liabilities have not been brought to
account:
Deferred tax assets comprise:
Losses available for offset against future taxable income - revenue
Other deferred tax balances
2017
$
642,857
642,857
642,857
642,857
2016
$
-
-
-
-
3,759,334
3,650,503
587,506
575,856
4,346,840
4,226,359
The benefit for tax losses will only be obtained if:
(i)
the Group derives future assessable income in Australia of a nature and of an amount sufficient to enable the benefit
from the deductions for the losses to be realised;
(ii)
the Group continues to comply with the conditions for deductibility imposed by tax legislation in Australia; and
(iii) no changes in tax legislation in Australia, adversely affect the Group in realising the benefit from the deductions for
the losses
6. Discontinued Operations
Bundok Holdings Pty Ltd
After reacquiring the interest in the Masapelid Project on 16 December 2015, the Group held various discussions for the renewal
of the license over the Masapelid Project and approval process for the Declaration of Mining Project Feasibility.
On 12 May 2016, the Group announced in view of the uncertainty around the approval process for the Declaration of Mining
Project Feasibility, the status of discussions with relevant stakeholders in the Philippines to extend the Mineral Production
Sharing Agreement covering the Masapelid Project and the current appetite in the equity capital markets for Philippine mineral
exploration assets, the Directors have resolved to not pursue its interests in the Philippines further.
The operations of Bundok Holdings Pty Ltd and its subsidiary Bundok Mineral Resources Corporation have been deemed to
have discontinued on 12 May 2016. On 22 December 2016, an application for voluntary deregistration of Bundok Holdings Pty
Ltd was lodged. The net liabilities of Bundok Holdings Pty Ltd and its subsidiary Bundok Mineral Resources Corporation on this
date were $128,897. The gain resulting from this divestment has been disclosed as a profit from discontinued operations in the
statement of comprehensive income.
Lindian Resources Limited
40
2017 Annual Report to Shareholders
For personal use only
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
Financial information relating to the discontinued operation is set out below.
The financial performance of the discontinued operation, which is included in the loss from discontinued operations per the
statement of comprehensive income, is as follows:
Revenue
Profit from sale of investment
Exchange differences in translation of foreign operations
Impairment of deferred exploration and evaluation expenditure
Other expenses
Profit/(Loss) before income tax
Income tax expense
Loss before income tax attributable to members of the parent entity
Gain/(Loss) on disposal of assets and liabilities on loss of control of
subsidiaries before income tax
Reclassification of items within other comprehensive income
Income tax expense
Gain on disposal of assets and liabilities on loss of control of
subsidiaries after income tax
Total profit/ (loss) after tax attributable to the discontinued
operation
The net cash flows of the discontinued division, which have been
incorporated into the statement of cash flows, are as follows:
Net cash outflow from operating activities
Net cash outflow from investing activities
Net cash (outflow)/inflow from financing activities
Net cash outflow from the discontinued operation
7. Cash and Cash Equivalents
Reconciliation of Cash
Cash comprises of:
Cash at bank
Consolidated
2017
$
2016
$
-
-
-
-
-
-
-
-
-
-
(178,897)
(324)
(179,221)
-
(179,221)
128,897
-
-
128,897
-
-
-
-
128,897
(179,221)
-
-
-
-
(324)
(50,000)
-
(50,324)
Consolidated
2017
$
2016
$
617,081
617,081
288,243
288,243
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Lindian Resources Limited
41
2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
Reconciliation of operating loss after tax to the net cash flows
from operations
Loss after tax
Non-cash items
Depreciation and impairment charges
Foreign currency (gain)/loss
Share based payments
(Gain)/loss on disposal of discontinued operations
Change in assets and liabilities
Trade and other receivables
Trade and other payables
Net cash outflow from operating activities
8. Trade and Other Receivables – Current
GST receivable
Other receivable
Consolidated
2017
$
2016
$
(872,075)
(462,003)
-
539
1,735
460,000
(128,897)
-
-
-
(10,291)
174
31,300
(61,430)
(518,228)
(522,720)
9,198
5,570
14,768
4,476
-
4,476
Goods and services tax is non-interest bearing and generally receivable on 30 day terms. They are neither past due nor
impaired. The amount is fully collectible. Due to the short term nature of these receivables, their carrying value is assumed to
approximate their fair value.
9. Deferred Exploration and Evaluation Expenditure
Exploration and evaluation phase – at cost
At beginning of the period
Exploration expenditure during the year
Acquisition of exploration assets (i) (ii)
Impairment of deferred exploration and evaluation expenditure (iii)
Total exploration and evaluation
Consolidated
2017
$
2016
$
-
21,394
-
-
2,142,857
178,897
-
(178,897)
2,164,251
-
(i) On 6 December 2016, the Group completed the acquisition of 100% interest in Tangold Pty Ltd which via its Tanzanian
subsidiary Hapa Gold Limited holds the Uyowa and Kahama Gold Projects in Tanzania. The Company issued 75,000,000
ordinary shares, 25,000,000 Class A performance shares and 25,000,000 Class B performance shares (on a post
consolidated basis) as consideration for the acquisition. It is considered that the acquisition of Tangold Pty Ltd is not a
business combination, but rather an acquisition of mining tenements.
Lindian Resources Limited
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2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
Purchase consideration
Ordinary shares – fair value of $0.02 per share
Class A performance shares
Class B performance shares
Total consideration
Identifiable assets and liabilities acquired:
Deferred exploration and evaluation expenditure
Deferred tax liabilities
$
1,500,000
-
-
1,500,000
2,142,857
(642,857)
1,500,000
No value has been assigned to the performance shares as achievement of the vesting conditions has not been deemed
probable, at the date of this report. Details of the vesting conditions are set out in Note 25.
(ii) On 16 December 2015, the Group completed the acquisition of a 100% interest in Bundok Holdings Pty Ltd to effect the
Company’s acquisition of its previous interests in the Masapelid Project and the other Philippines projects through the
payment of $50,000. It is considered that the acquisition of Bundok Holdings Pty Ltd is not a business combination, but
rather an acquisition of mining tenements.
Purchase consideration:
Cash
Total consideration
Identifiable assets and liabilities acquired:
Deferred exploration and evaluation expenditure
Trade and other payables
$
50,000
50,000
178,897
(178,897)
50,000
(iii) After reacquiring the interest in the Masapelid Project on 16 December 2015, the Group held various discussions for the
renewal of the license over the Masapelid Project and approval process for the Declaration of Mining Project Feasibility.
On 12 May 2016, the Group announced in view of the uncertainty around the approval process for the Declaration of
Mining Project Feasibility, the status of discussions with relevant stakeholders in the Philippines to extend the Mineral
Production Sharing Agreement covering the Masapelid Project and the current appetite in the equity capital markets for
Philippine mineral exploration assets, the Directors have resolved to not pursue its interests in the Philippines further.
Lindian Resources Limited
43
2017 Annual Report to Shareholders
For personal use only
Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
10. Trade and Other Payables
Trade payables and accruals – continuing operations
Trade payables and accruals – discontinued operations
Consolidated
2017
$
2016
$
71,421
-
71,421
38,385
128,897
167,282
Trade creditors, other creditors and goods and services tax are non-interest bearing and generally payable on 30 day terms.
Due to the short term nature of these payable, their carrying value is assumed to approximate their fair value.
11. Issued Capital
(a) Issued capital
Ordinary shares fully paid
(b) Movements in shares on issue
At beginning of the period
Exercise of options
27,492,524
25,124,064
2017
Number of
shares
2016
$
Number of
$
shares
1,428,120,659 25,124,064
363,343,950 24,121,968
-
-
968,809
19,376
Shares issued – Placement (pre-consolidation)
200,000,000
300,000 1,092,938,277
1,092,939
Share buy-back
-
10:1 Share consolidation – 29 November 2016
(1,465,308,536)
-
-
Shares issued to acquire Tangold Pty Ltd
Shares issued – Placement (post-consolidation)
Less fundraising costs
At 30 June
75,000,000
1,500,000
30,000,000
600,000
-
(31,540)
(29,130,377)
(40,783)
-
-
-
-
-
-
-
(69,436)
267,812,123 27,492,524 1,428,120,659 25,124,064
On 7 October 2016, the Company issued 200,000,000 ordinary shares at $0.0015 per share (on a pre-consolidated basis) to
raise $300,000.
On 25 November 2016, Shareholders approved a 10 for 1 consolidation of the Company’s securities.
On 6 December 2016, the Company issued 75,000,000 ordinary shares, 25,000,000 Class A performance shares and
25,000,000 Class B performance shares (on a post consolidated basis) as consideration for the acquisition of Tangold Pty
Ltd.
On 8 June 2017, the Company issued 30,000,000 shares (on a post consolidation basis) to fund the proposed exploration
programme for the Uyowa Project.
(c) Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in
the proceeds from sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares
entitle their holder to one vote, either in person or proxy, at a meeting of the Company.
Lindian Resources Limited
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2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
(d) Capital risk management
The Group’s capital comprises share capital, reserves less accumulated losses amounting to $2,081,822 at 30 June 2017 (2016:
$125,437). The Group manages its capital to ensure its ability to continue as a going concern and to optimise returns to its
shareholders. The Group was ungeared at the financial year end and not subject to any externally imposed capital requirements.
(e) Share options
At 30 June 2017, there were 100,284,027 unissued ordinary shares under options (2016: 102,839,631 options). The details of
the options are as follows:
Number
Exercise Price $
Expiry Date
10,284,027
40,000,000
50,000,000
0.20
0.02
0.03
30 July 2018
31 December 2020
7 June 2019
On 6 December 2016, the Company issued 20,000,000 options to directors and consultants exercisable at $0.02 expiring on
31 December 2020 (on a post consolidated basis) as consideration for the acquisition of Tangold Pty Ltd.
On 6 December 2016, the Company issued 20,000,000 free attaching options to placement participants exercisable at $0.02
expiring on 31 December 2020 (on a post consolidated basis) as consideration for the acquisition of Tangold Pty Ltd.
On 8 June 2017, the Company issued 20,000,000 options to directors and consultants exercisable at $0.03 expiring on 7 June
2019 (on a post consolidation basis).
On 8 June 2017, the Company issued 30,000,000 free attaching options to placement participants exercisable at $0.03
expiring on 7 June 2019 (on a post consolidation basis) to fund the proposed exploration programme for the Uyowa Project.
12. Reserves
Share based payment reserve
Option reserves
Foreign currency translation reserve
Movements in Reserves
Share based payment reserve
At beginning of the period
Share based payment expense
Balance at the end of the year
Consolidated
2017
$
2016
$
4,861,778
4,401,778
4,106,626
4,106,626
-
-
8,968,404
8,508,404
4,401,778
4,401,778
460,000
-
4,861,778
4,401,778
The share based payment reserve is used to record the value of equity benefits provided to Directors and executives as part of
their remuneration and non-employees for their services.
Lindian Resources Limited
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2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
Option reserves
At beginning of the period
Options issued
Balance at the end of the year
The option reserves are used to record the premium paid on the issue of listed options.
13. Accumulated Losses
Movements in accumulated losses were as follows:
At beginning of the year
Loss for the year
Balance at the end of the year
14. Investments in Subsidiaries
4,106,626
4,106,626
-
-
4,106,626
4,106,626
33,507,031
33,045,028
872,075
462,003
34,379,106
33,507,031
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries:
Name of Entity
Country of
Equity Holding
Equity Holding
Lindian Resources Guinea Pty Ltd
Bundok Resources Pty Ltd
Bundok Holdings Pty Ltd
Bundok Mineral Resources Corporation
Tangold Pty Ltd
Hapa Gold Limited
Incorporation
Australia
Australia
Australia
Philippines
Australia
Tanzania
2017
-
-
-
-
100%2
100%2
2016
100%1
-
100%1
100%1
-
-
1 Lindian Resources Guinea Pty Ltd, Bundok Holdings Pty Ltd and Bundok Mineral Resources Corporation have deemed to have
discontinued on 12 May 2016. The administrative process of winding up the respective Companies is now completed at 30 June
2017.
2 On 6 December 2016, the Group completed the acquisition of 100% interest in Tangold Pty Ltd which via its Tanzanian subsidiary
Hapa Gold Limited, holds the Uyowa and Kahama Gold Projects in Tanzania.
Lindian Resources Limited
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2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
Consolidated
2017
$
2016
$
15. Loss per Share
Loss used in calculating basic and dilutive EPS from
continuing operation
(1,000,972)
(282,782)
Profit/(loss) used in calculating basic and dilutive EPS from
discontinued operations
128,897
(179,221)
Loss used in calculating basic and dilutive EPS
(872,075)
(462,003)
Number of Shares
Weighted average number of ordinary shares used in calculating
basic earnings / (loss) per share (*):
201,524,395 932,997,134
Effect of dilution:
Share options*
-
-
Adjusted weighted average number of ordinary shares used in
calculating diluted loss per share:
201,524,395 932,997,134
Loss used in calculating basic and dilutive EPS from
continuing operation
(1,000,972)
(282,782)
Profit/(loss) used in calculating basic and dilutive EPS from
discontinued operations
128,897
(179,221)
Loss used in calculating basic and dilutive EPS
(872,075)
(462,003)
Weighted average number of ordinary shares used in calculating
basic earnings / (loss) per share (*):
201,524,395 932,997,134
* There is no impact from the 100,284,027 options outstanding at 30 June 2017 (2016: 102,839,631 options) on the loss per
share calculation because they are antidilutive. These options could potentially dilute basic EPS in the future. There have been
no transactions involving ordinary shares or potential ordinary shares that would significantly change the number of ordinary
shares or potential ordinary shares outstanding between the reporting date and the date of completion of these financial
statements.
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
16. Expenditure Commitments
Exploration commitments contracted for at reporting date but not recognised as liabilities are as follows:
2017
$
2016
$
Within one year 1
After one year but not longer than 5 years 1
400,000
-
400,000
-
-
-
On 3 August 2018, the Group entered into a binding Heads of Agreement with Batan Australia Pty Ltd to farm in and earn
75% interest in the Lushoto Bauxite Project located in North Eastern Tanzania. Under the agreement Lindian will, subject to
due diligence acquire an initial 51% interest (AUD $400,000 farm in spend) with an option to move to 75%.
17. Auditors’ Remuneration
The auditor of Lindian Resources Limited is HLB Mann Judd (2016: HLB Mann
Judd)
Amounts received or due and receivable by the auditor for :
- an audit or review of the financial report of the entity and any other entity in the
Group
18. Key Management Personnel Disclosures
24,500
24,500
23,000
23,000
Details of the nature and amount of each element of the emolument of each Director and Executive of the Group for the financial
year are as follows:
Short term employee benefits
Share based payments
Total remuneration
219,293
327,500
546,793
86,978
-
86,978
The Group has liabilities of $44,000 for unpaid Key Management Personnel remuneration at 30 June 2017 (2016: $8,197).
19. Related Party Disclosures
The ultimate parent entity is Lindian Resources Limited. Refer to note 14 for list of all subsidiaries within the Group.
During the year ended 30 June 2017 1,500,000 options with a total value of $13,500 were issued to CPS Capital Group, a
related entity of Mr. Eddie King for consulting and advisory services. The value of the options was calculated using the Black-
Scholes pricing model. Refer to Note 21 for further details. In addition, during the year ended 30 June 2017 a total of $30,300
(2016: $65,576) in broking fees were paid to CPS Capital Group, a related entity of Mr Eddie King. These transactions have
been entered into on normal commercial terms and conditions no more favourable than those available to other parties unless
otherwise stated.
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
20. Financial Risk Management
Exposure to interest rate, liquidity, and credit risk arises in the normal course of the Group’s business. The Group does not
hold or use derivative financial instruments. The totals for each category of financial instruments, measured in accordance with
AASB 139 as detailed in the accounting policies to these financial statements, are as follows:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Financial Liabilities
Trade and other payables
Consolidated
2017
$
2016
$
617,081
288,243
9,198
4,476
71,421
167,282
The fair value of financial assets and liabilities at balance date approximate their carrying values.
Financial Risk Management Policies
The board’s overall risk management strategy seeks to assist the consolidated group in meeting its financial targets, while
minimising potential adverse effects on financial performance. Its functions include the review of future cash flow requirements.
Specific Financial Risk Exposure and Management
The main risks arising from the Group’s financial instruments are interest rate risk, credit risk and liquidity risk.
(a) Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities.
The Group manages liquidity risk by maintaining sufficient cash facilities to meet the operating requirements of the business
and investing excess funds in highly liquid short term investments. The responsibility for liquidity risk management rests with
the Board of Directors.
Alternatives for sourcing the Group’s future capital needs include the cash position and the issue of equity instruments. These
alternatives are evaluated to determine the optimal mix of capital resources for our capital needs. We expect that, absent a
material adverse change in a combination of our sources of liquidity, present levels of liquidity along with future capital raisings
will be adequate to meet our expected capital needs.
Maturity analysis for financial liabilities
Financial liabilities of the Group comprise trade and other payables and borrowings. At 30 June 2017, all trade and other
payables and borrowings are expected to contractually mature within 30 days.
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2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
(b) Interest Rate Risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair value of financial
instruments.
The Group’s exposure to market risk for changes to interest rate risk relates primarily to its earnings on cash and term deposits.
The Group manages the risk by investing in short term deposits.
Cash and cash equivalents
Interest rate sensitivity
Consolidated
2017
$
2016
$
617,081
288,243
The following table demonstrates the sensitivity of the Group’s statement of comprehensive income to a reasonably possible
change in interest rates, with all other variables remain constant.
Consolidated
Judgements of reasonably possible movements
Effect on Post Tax Earnings
Effect on Equity
Increase 100 basis points
Decrease 100 basis points
Increase/(Decrease)
including accumulated losses
Increase/(Decrease)
2017
$
10,010
(10,010)
2016
$
2017
$
2,882
20,818
(2,882)
(20,818)
2016
$
2,882
(2,882)
A sensitivity of 100 basis points has been used as this is considered reasonable given the current level of both short term and
long term Australian Dollar interest rates. The change in basis points is derived from a review of historical movements and
management’s judgement of future trends. The analysis was performed on the same basis in 2016.
(c) Credit Risk Exposures
Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge an obligation and cause the
Group to incur a financial loss. The Group’s maximum credit exposure is the carrying amounts on the statement of financial
position. The Group holds financial instruments with credit worthy third parties.
At 30 June 2017, the Group held cash at bank. These were held with financial institution with a rating from Standard & Poors
of AA or above (long term). The Group has no past due or impaired debtors as at 30 June 2017.
(d) Foreign Currency Risk Exposures
The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign currency
risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities
denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash
flow forecasting.
Lindian Resources Limited
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2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
21. Share Based Payments
(a) Recognised share based payment transactions
Share based payment transactions recognised either as operating expenses in the statement of comprehensive income, capital
raising expenses in equity or exploration expenditure on the statement of financial position as follows:
Operating expenses
Employee share based payments1
Consolidated
2017
$
2016
$
460,000
460,000
-
-
1
The following share-based payments were completed during the year:
- On 6 December 2016, the Group issued 20,000,000 unlisted options exercisable at $0.02 on or before
31 December 2020 to directors and consultants (a)
- On 8 June 2017, the Group granted 20,000,000 unlisted options exercisable at $0.03 on or before 7 June
2019 to directors and consultants (b)
Fair value of options issued during the period:
(a)
The options were deemed to have a fair value of $0.014 per option. This value was calculated using the
Black-Scholes option pricing model applying the following inputs:
Share price
Exercise price
Expected volatility
Risk-free interest rate
Annualised time to expiry
$0.02
$0.02
100%
2.50%
4.10
(b)
The options were deemed to have a fair value of $0.009 per option. This value was calculated using the
Black-Scholes option pricing model applying the following inputs:
Share price
Exercise price
Expected volatility
Risk-free interest rate
Annualised time to expiry
$0.02
$0.03
100%
2.50%
2.0
Lindian Resources Limited
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
22.Parent Entity Information
The following details information related to the parent entity, Lindian Resources Limited, at 30 June 2017. The information
presented here has been prepared using consistent accounting policies as presented in note 2.
Current assets
Non-current assets
Total Assets
Current liabilities
Total Liabilities
Net Assets/(Liabilities)
Issued capital
Reserves
Accumulated losses
Total Equity/(Deficiency in Equity)
Loss for the year
Other comprehensive income for the year
Total comprehensive loss for the year
Guarantees
2017
$
631,849
1,521,394
2,153,243
71,421
71,421
2,081,822
2016
$
292,719
-
292,719
38,385
38,385
254,334
27,492,524
25,124,064
8,968,404
8,508,404
(34,379,106)
(33,378,134)
2,081,822
254,334
(1,000,973)
(333,336)
-
-
(1,000,973)
(333,336)
Lindian Resources Limited has not entered into any guarantees in relation to the debts of its subsidiary.
Other Commitments and Contingencies
Refer to note 16 and note 25 for details of the parent company’s commitments and contingent liabilities.
23.Dividends
No dividend was paid or declared by the Group in the period since the end of the financial year and up to the date of this report.
The Directors do not recommend that any amount be paid by way of dividend for the financial year ended 30 June 2017. The
balance of the franking account is nil as at 30 June 2017 (2016: Nil).
Lindian Resources Limited
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2017 Annual Report to Shareholders
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Lindian Resources Limited
Notes to the financial statements at and for the year ended 30 June 2017
24.Events Subsequent to Balance Date
Changes to Tanzanian Mining laws
Three Bills passed through the Tanzanian Parliament in early July 2017 containing changes to the legal framework governing
the natural resources sector in Tanzania. The Written Laws Miscellaneous Amendments Act (“Miscellaneous Amendments
Act"), the Natural Wealth and Resources (Permanent Sovereignty) Act ("Permanent Sovereignty Act") and the Natural Wealth
and Resources Contracts (Review and Re-negotiation of Unconscionable Terms) Act ("Review and Re-Negotiation of
Unconscionable Terms Act") have been approved by Tanzania's Parliament and received Presidential assent. In addition,
Tanzania's Parliament has approved the new Finance Act, which will impose a 1% clearing fee on the value of all minerals
exported from the country from 1 July 2017.
The Company advised the ASX of the impact of the new legislation on 10 July 2017. Based on the initial review and external
legal advice, the Board and Management believe the legislative changes -as currently passed by the Tanzanian parliament-
would not cause or prevent the Company from progressing with its current business strategy and plans for the future
development of the Uyowa, Kahama and Lushoto projects.
Batan Farm in
On 3 August 2018, the Group entered into a binding Heads of Agreement with Batan Australia Pty Ltd to farm in and earn
75% interest in the Lushoto Bauxite Project located in North Eastern Tanzania. Under the agreement Lindian will, subject to
due diligence acquire an initial 51% interest (AUD $400,000 farm in spend) with an option to move to 75% (AUD $1.4 million
farm in spend through definitive feasibility). In line with the recent changes to Tanzania’s mining regulations as summarised
above, the vendors 25% interest also includes the ability to utilise 16% as the government interest currently mandated upon
the project reaching a production stage.
25. Contingent Liabilities
As part of the consideration for the acquisition of Tangold , the Group has issued the following contingent consideration to the
Tangold vendors:
25,000,000 Class A Performance Shares, converting on the Company’s announcement of an inferred Mineral Resource or
greater;
25,000,000 Class B Performance Shares, conditional on conversion of the Class A Performance Shares and an independent
third party expert producing a positive Pre-Feasibility Study for the development of the Tanzanian Projects.
No value has been assigned to the performance shares as achievement of the vesting conditions has not been deemed
probable, at the date of this report.
Lindian Resources Limited
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2017 Annual Report to Shareholders
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Directors’ Declaration
In accordance with a resolution of the Directors of Lindian Resources Limited, I state that:
1). In the opinion of the Directors:
(a)
the financial statements and notes of the Group are in accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the financial position of the Group as at 30 June 2017 and of its
performance, for the year ended on that date; and
(ii)
complying with Accounting Standards (including the Australian Accounting Interpretations) and the
Corporations Regulations 2001.
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable; and
(c)
the financial statements and notes also comply with International Financial Reporting Standards as disclosed
in note 2(c).
2). This declaration has been made after receiving the declarations required to be made by the director in accordance with
sections 295A of the Corporations Act 2001 for the year ended 30 June 2017.
On behalf of the board
Asimwe Kabunga
Non-Executive Chairman
18 September 2017
Lindian Resources Limited
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2017 Annual Report to Shareholders
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AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Lindian Resources Limited for the
year ended 30 June 2017, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
HLB Mann Judd
Chartered Accountants
D I Buckley
Partner
Perth, Western Australia
18 September 2017
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4 130 Stirling Street Perth WA 6000 | PO Box 8124 Perth BC WA 6849 | Telephone +61 (08) 9227 7500 | Fax +61 (08) 9227 7533
Email: mailbox@hlbwa.com.au | Website: www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of International, a world-wide organisation of accounting firms and business advisers
Lindian Resources Limited
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2017 Annual Report to Shareholders
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INDEPENDENT AUDITOR’S REPORT
To the members of Lindian Resources Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Lindian Resources Limited (“the Company”) and its controlled
entities (“the Group”), which comprises the consolidated statement of financial position as at 30 June
2017, the consolidated statement of comprehensive income, the consolidated statement of changes in
equity, the consolidated statement of cash flows for the year then ended, notes to the financial
statements, including a summary of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
a)
giving a true and fair view of the Group’s financial position as at 30 June 2017 and of its
financial performance for the year then ended; 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.
Material uncertainty related to going concern
We draw attention to Note 2(a) in the financial report, which indicates the existence of a material
uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
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. In addition to the matter described in the Material Uncertainty
Related to Going Concern section, we have determined the matters described below to be the key
audit matters to be communicated in our report.
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4 130 Stirling Street Perth WA 6000 | PO Box 8124 Perth BC WA 6849 | Telephone +61 (08) 9227 7500 | Fax +61 (08) 9227 7533
Email: mailbox@hlbwa.com.au | Website: www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of International, a world-wide organisation of accounting firms and business advisers
Lindian Resources Limited
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2017 Annual Report to Shareholders
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Key Audit Matter
How our audit addressed the key audit matter
Carrying amount of deferred exploration and
evaluation expenditure
(Note 9 of the financial report)
In accordance with AASB 6 Exploration for and
Evaluation of Mineral Resources, the Group
capitalises acquisition costs of rights to explore
as well as subsequent exploration and evaluation
expenditure and applies the cost model after
recognition.
Our audit focussed on the Group’s assessment of
the carrying amount of the deferred exploration
and evaluation expenditure. We considered this
to be a key audit matter because this is one of the
significant assets of the Group. There is a risk
that the capitalised expenditure no longer meets
In
the recognition criteria of
addition, we considered it necessary to assess
whether
to
suggest
the carrying amount of an
exploration and evaluation asset may exceed its
recoverable amount.
facts and circumstances existed
that
the standard.
Our procedures included but were not limited to
the following:
We obtained an understanding of the key
processes associated with management’s
review of the exploration and evaluation
asset carrying values;
We considered the Directors’ assessment of
potential indicators of impairment;
We
We obtained evidence that the Group has
current rights to tenure of its areas of interest;
sample of exploration
expenditures to see that it met requirements
for capitalisation;
tested a
We examined the exploration budget for
2017/8 and discussed with management the
nature of planned ongoing activities;
We enquired with management, reviewed
ASX announcements and minutes of
Directors’ meetings to ensure that the Group
had not decided to discontinue exploration
and evaluation at its areas of interest, and
We examined the disclosures made in the
financial report.
Acquisition of Tangold Pty Ltd and its Tanzanian
subsidiary Hapa Gold Limited
(Note 9 of the financial report)
in Tangold Pty Ltd which, via
The Group completed the acquisition of a 100%
interest
its
Tanzanian subsidiary Hapa Gold Limited, holds
the Uyowa and Kahama Gold Projects
in
Tanzania. The Company issued 75,000,000
ordinary shares, 25,000,000 Class A performance
shares and 25,000,000 Class B performance
shares (on a post consolidation basis) as
consideration for the acquisition. The Group has
accounted for the acquisition as an acquisition of
mining
tenements and not a business
combination.
This was considered a significant transaction for
the Group. Accounting for this transaction is a
complex and
judgemental exercise, requiring
management to consider whether the acquisition
was a business combination or an asset
acquisition, and to fair value the consideration.
It is due to the size of the acquisition and the
estimation process involved in accounting for it
that we have considered this to be a key audit
matter.
Our procedures included but were not limited to
the following:
We read the sale and purchase agreement to
understand the key terms and conditions;
We considered if the transaction was a
business combination by examining if Lindian
Resources Limited, Tangold Pty Ltd and
subsidiary Hapa Gold Limited met
the
definition of a business as defined in AASB 3
Business Combinations;
We
tested
the value of
consideration with reference
Share-based Payment;
the equity
to AASB 2
We assessed the carrying amount of assets
and liabilities recognised, including deferred
tax liabilities by testing the Group’s allocation
of the fair value of the consideration to the
acquired assets and liabilities; and
We assessed the adequacy of the Group’s
financial report disclosures in respect of the
asset acquisition.
Lindian Resources Limited
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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 2017, but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or 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 Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
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Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events or conditions may cause the
Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the remuneration report
We have audited the remuneration report included in the directors’ report for the year ended 30 June
2017.
In our opinion, the remuneration report of Lindian Resources Limited for the year ended 30 June 2017
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.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
18 September 2017
D I Buckley
Partner
Lindian Resources Limited
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2017 Annual Report to Shareholders
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ASX Additional Information
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows.
The information is current at 15 August 2017.
Number of Shareholders and Option Holders
Shares
As at 15 August 2017, there were 486 shareholders holding a total of 192,812,123 fully paid ordinary shares.
Options
As at 15 August 2017, there were 10,284,027 Quoted Options exercisable at $0.02 on or before 30 July 2018 held by 234
holders.
Distribution of Equity Securities
Ordinary Shares
Number of Holders
Number of Shares
1 - 1000
1001 - 5000
5001 - 10,000
10,001 - 100,000
100,001 and above
Total
84
29
18
229
126
486
22,842
87,188
141,070
12,382,476
180,178,547
192,812,123
There were 174 holders totalling 17,739,839 ordinary shares holding less than a marketable parcel.
$0.02 Options
Number of Holders
Number of options
92
43
13
63
23
234
20,058
119,821
98,893
2,324,351
7,720,904
10,284,027
1 - 1000
1001 - 5000
5001 - 10,000
10,001 - 100,000
100,001 and above
Total
Substantial Share Holders
The names of substantial shareholders pursuant to the Company’s share register are as follows:
Shareholder Name
KABUNGA HOLDINGS PTY LTD
No. of Ordinary
Shares
19,775,000
Percentage
%
7.38
JABARI RESOURCES (T) LIMITED
MATTHEW NORMAN BULL
KABUNGA HOLDINGS PTY LTD
STEVESAND HOLDINGS PTY LTD
& FORMICA INVESTMENTS PTY LTD
MS LETICIA KOKUTENGENEZA KABUNGA
18,000,000
16,750,000
15,750,000
14,687,689
13,500,000
6.72
6.25
5.88
5.49
5.04
Voting Rights
All ordinary shares carry one vote per share without restriction.
60
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ASX Additional Information
Top Twenty Share Holders
Name
KABUNGA HOLDINGS PTY LTD
JABRI RESOURCES (T) LIMITED
MATTHEW NORMAN BULL
KABUNGA HOLDINGS PTY LTD
LETICIA KABUNGA
STEVSAND HOLDINGS PTY LTD
SUNSET CAPITAL MANAGEMENT PTY LTD
MS LETICIA KOKUTENGENEZA KABUNGA
MR PAUL GABRIEL SHARBANEE
TYF HOLDINGS PTY LTD
LAKE SPRINGS PTY LTD
PREMSANGHANI PTY LTD
MS LIANAELI KINENEKO MTEI NAMPESYA
ALBATROSS PASS PTY LTD
TJF INVESTMENTS (WA) PTY LTD
NICHOLAS EDWARD BULL
MISS LAURA MICHELLE FRANCO & MR MICHAEL ROBERT FRANCO &
MR ROBERT MARIO FRANCO
PRAXIS GLOBAL PTY LTD
MR MATTHEW NORMAN BULL
SHAH NOMINEES PTY LTD
AFRIKA KAZI LIMITED
FORMICA INVESTMENTS PTY LTD
MS TRUC LINH VU
MR MATTHEW NORMAN BULL &MR DAVID OLIVER BULL
LAKE SPRINGS PTY LTD
MS NICOLE GALLIN & MR KYLE HAYNES
Number of Ordinary
Shares held
19,775,000
18,000,000
16,750,000
15,750,000
13,500,000
11,887,689
9,666,297
9,611,160
8,821,574
7,500,000
7,500,000
7,500,000
6,938,658
6,900,000
6,499,003
6,000,000
5,100,000
5,000,000
5,000,000
5,000,000
2,868,055
2,800,000
2,725,000
2,500,000
2,500,000
2,500,000
%
7.38
6.72
6.25
5.88
5.04
4.44
3.61
3.59
3.29
2.80
2.80
2.80
2.59
2.58
2.43
2.24
1.90
1.87
1.87
1.87
1.07
1.05
1.02
0.93
0.93
0.93
208,592,436
77.88
Unquoted equity securities greater than 20% as at 28 August 2017 is as follows:
Number of options held
% held of
Options in an
unquoted
class
Options exercisable at $0.02 at
31/12/2020
KABUNGA HOLDINGS PTY LTD
10,000,000
25
61
For personal use only
Top Twenty Option Holders Expiry 30 July 2018 Exercisable at $0.02
Name
MR PAUL GABRIEL SHARBANEE
CELTIC CAPITAL PTY LTD
STEVSAND HOLDINGS PTY LTD
MR ALFREDO VARELA
MS BYAMBAA ZOLZAYA
MR STEVEN STEWART LEITHEAD
ZERO NOMINEES PTY LTD
DR SALIM CASSIM
MR MATTHEW GADEN WESTERN WOOD
ALBATROSS PASS PTY LTD
SHAH NOMINEES PTY LTD
MIKADO CORPORATION PTY LTD
BRING ON RETIREMENT LTD
MR FRANCIS SCOTT FUNSTON &MRS VICTORIA ALEXIS SUZANNE
FUNSTON
NEWMEK INVESTMENTS PTY LTD
MR MANVEL BAGRATYAN
BEEZ AND HONEY PTY LTD
MR MICHAEL ROBERT FRANCO & MR ROBERT MARIO FRANCO &
MISS LAURA MICHELLE FRANCO
BILL BROOKS PTY LTD
MAGENTACITY PTY LTD
STYLETOWN INVESTMENTS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
J P MORGAN NOMINEES AUSTRALIA LIMITED
GURNEY CAPITAL NOMINEES AUSTRALIA LIMITED
EAGLE RIVER HOLDINGS PTY LTD
MR TIMOTHY DAVID LEVY
Number of Options held
927,614
750,000
633,334
545,398
500,000
500,000
468,085
400,000
350,000
310,948
283,334
250,000
250,000
250,000
190,000
180,000
150,001
150,000
150,000
125,000
125,000
120,696
111,494
100,000
100,000
83,667
8,004,571
%
9.02
7.29
6.16
5.30
4.86
4.86
4.55
3.89
3.40
3.02
2.76
2.43
2.43
2.43
1.85
1.75
1.46
1.46
1.46
1.22
1.22
1.17
1.08
0.97
0.97
0.81
77.84
62
For personal use only
Tenement Table
Appendix 1
Project
Licence Number
Status
Licence Type
Area
Kahama Project
PL10722/2015
Granted
Uyowa Project
Uyowa Project
Uyowa Project
Uyowa Project
PL10918/2016
PL11710/2017
PL11711/2017
PML15443/CWZ
Uyowa Project
PML15444/CWZ
Uyowa Project
Uyowa Project
Uyowa Project
Uyowa Project
PML15475/CWZ
PML15480/CWZ
PML15481/CWZ
PML15483/CWZ
Uyowa Project
PML15484/CWZ
Uyowa Project*
Uyowa Project*
Uyowa Project*
Uyowa Project*
Uyowa Project*
Uyowa Project*
PML0003473
PML0003474
PML0003475
PML0003476
PML0003477
PML0003478
Uyowa Project*
PML0003479
Uyowa Project*
Uyowa Project*
PML000044CWZ
PML000045CWZ
Uyowa Project*
PML0003469
Granted
Application
Prospecting
Prospecting
Prospecting
Application
Prospecting
Application
Application
Application
Application
Primary Mining
Primary Mining
Primary Mining
Primary Mining
Application
Primary Mining
Application
Application
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Primary Mining
Primary Mining
Primary Mining
Primary Mining
Primary Mining
Primary Mining
Primary Mining
Primary Mining
Primary Mining
Primary Mining
Primary Mining
Primary Mining
21.81 km2
27.08 km2
84.5 km2
141.95 km2
0.08 km2
0.08 km2
0.03 km2
0.06 km2
0.07 km2
0.08 km2
0.1 km2
0.08 km2
0.07 km2
0.04 km2
0.05 km2
0.08 km2
0.08 km2
0.08 km2
0.08 km2
0.08 km2
0.08 km2
Lindian will earn an initial 51% interest in Batan by spending AUD$400,000 over 12 months on exploration work
in accordance with an agreed work program, budget and management plan setting out key deliverables and
responsibilities to be agreed by the parties (Stage 1 Farm in Expenditure). Exploration work will include data
acquisition, digitization and deskwork interpretation, detailed geological mapping aiming at establishing the
extend of mineralization as well testing other bauxite occurrences within the Project, grab sampling for preliminary
observation of grades, trenching excavation and pitting to test mineralization widths and gather other information
and drilling of approximately 1,200m. The aim of the Stage 1 Farm in Expenditure is to establish an initial JORC
resource and identify other bauxite occurrences within the Project.
After completion of Lindian obtaining the Stage 1 Interest, Lindian will have 3 months to exercise its right to move
from a 51% to a 75% interest in the Project (through ownership of Batan) by spending a further minimum
AUD$1.4m in accordance with an agreed work program, budget and management plan and taking the Project to
an advanced feasibility stage which aims to demonstrate a commercially acceptable Project IRR and NPV (“Stage
2 Interest”).
63
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