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www.manhattancorp.com.au
contents
corporate directory
cHairMaN’S reVieW
reVieW oF operatioNS
directorS’ report
aUditor’S report
aUditor’S decLaratioN
FiNaNciaL S tateMeNt S
consoLIDAteD stAteMent oF coMPReHensIVe IncoMe
consoLIDAteD stAteMent oF FInAncIAL PosItIon
consoLIDAteD stAteMent oF cHAnGes In eQUItY
consoLIDAteD stAteMent oF cAs H FLoWs
notes to tHe FInAncIAL stAteMents
directorS’ StateMeNt
corporate GoVerNaNce StateMeNt
aSX additioNaL iNF orMatioN
AnALYsIs oF sHAReHoLDInGs
teneMent scHeDULe
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30
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CoRpoRAte
DIReCtoRY
DIRECTORS
Alan J Eggers
B.Sc, B.Sc(Hons), M.Sc, F.S.e.G., MAusIMM, MAIG
Executive Chairman
Marcello Cardaci Non Executive Director
B.Juris, llB, B.Com
John A G Seton Non Executive Director
llM(Hons)
COMPANY SECRETARY
Sam Middlemas
B.Com, pGradDipBus., CA
BUSINESS OFFICE
Ground Floor
15 Rheola Street
WeSt peRtH WA 6005
po Box 1038
WeSt peRtH WA 6872
telephone: +61 8 9322 6677
Facsimile: +61 8 9322 1961
REGISTERED OFFICE
Ground Floor
15 Rheola Street
WeSt peRtH WA 6005
INTERNET ACCESS
info@manhattancorp.com.au
email:
Web Site: www.manhattancorp.com.au
COUNTRY OF INCORPORATION
Australia
CoRpoRA t e DI Re C toRY
MAn HAt tAn CoRpoRA tIon lIMIt eD
SHARE REGISTRY
Computershare Investor Services Pty Ltd
level 2, Reserve Bank Building
45 St Georges terrace
peRtH WA 6000
1300 850 505
Investor Enquiries
Australia:
International: +61 3 9415 4000
+61 8 9323 2033
Facsimile:
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Web Site:
AUDITORS
Rothsay Chartered Accountants
level 18, Central park Building
152 - 158 St Georges terrace
peRtH WA 6000
BANKERS
Westpac Banking Corporation
109 St Georges terrace
peRtH WA 6000
SOLICITORS
Gilbert + Tobin
1202 Hay Street
WeSt peRtH WA 6005
CORPORATE ADVISERS
Gresham Advisory Partners
peRtH WA 6000
STOCK EXCHANGE LISTING
Australian Securities Exchange (“ASX”)
ASX Code: MHC
2011 A n n u Al R e p oR t
1
CHAIRMAn ’S ReVIeW
MAn HAt tAn CoRpoR A tIon lI MIteD
CHAIRMAn’S ReVIeW
28 September 2011
Dear Shareholders and Investors
It’s a pleasure, on behalf of the Board and our management team, to present Manhattan’s Annual Report and
Financial Statements for the year ended 30 June 2011.
Manhattan continues to advance its flagship ISL uranium project at Ponton in WA
Manhattan has continued to develop its flagship uranium project at Ponton in WA by completing a major drill
program, reporting a substantial increase in its resource base, identifying the potential for a world class uranium
development project and commissioning an independent desktop scoping study that confirms the project’s ability
to deliver a positive outcome for our investors.
In March 2011 Manhattan reports resource upgrades for Ponton
In March Manhattan reported a JORC Inferred Resource estimate for the Double 8 uranium deposit at Ponton of
17.2Mlb uranium oxide. In addition, Exploration Results reported identified Mineralisation Potential totalling 33
to 67Mlb uranium oxide for Double 8, Stallion South, Highway South and ponton prospects.
the Double 8 uranium deposit now ranks as number twenty of reported uranium resources in Australia and the
seventh largest in Western Australia. The Inferred Resource of 17Mlb at Double 8 and the additional reported
Mineralisation Potential at in four prospects at Ponton of 33 to 67Mlbs are all located in contiguous palaeochannels
within Manhattan’s project area at Ponton, demonstrates the potential of the project to host a world class ISL
sand hosted uranium resource.
International engineering consultants Tetra Tech complete positive desktop scoping study
In August 2011 international engineering consultants, Tetra Tech, completed an independent prefeasibility
desktop study of Manhattan’s Ponton ISL Uranium Project. Their report is positive, recommends further
development work and indicates the Ponton uranium ISL project has good potential to become an economic ISL
uranium producer with comparatively low operational costs per pound of uranium oxide that would require a
relatively modest capital investment.
Key tenements granted and Ministerial consent for exploration access underway
Manhattan’s four Exploration Licences that encroach on, or are within, the QVSNR have now been granted.
Exploration and drilling activities within the QVSNR require Ministerial consent of the Minister for Mines and
petroleum with the approval of the Minister for environment. Ministerial consent is being sought for the key
tenement, E28/1898, and the executive team are working on gaining Departmental approvals to clear the way for
the Company to proceed with its exploration and development activities on the Ponton ISL project.
Confidence returns?
Investor sentiment and the equities markets had improved following the Global Financial Crisis and by early 2011
the uranium sector was experiencing an upturn and improved valuations. As predicted last year, the uranium spot
price recovered in from lows of US$42 to $45lb in September 2010 to over US$70lb by March 2011. This activity
and momentum was based on the sound fundamentals of the sector and confirmed our opinion that the sector
has a very positive future in the medium to long term.
2011 reversal in sentiment and investor confidence in the uranium sector and collapse of the equities markets
In March 2011 two natural disasters, an earthquake and a tsunami, in Japan were followed by Fukushima nuclear
power plant incident that had an immediate, and negative, impact on the uranium industry and Manhattan’s
share price. These events have been followed over recent months by a financial tsunami as equity markets
collapse in the face of the european, uSA and Japanese debt crises.
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In the last few months reporting of the Fukushima emergency has decimated value in uranium sector stocks
around the world, caused a massive loss of public confidence in the sector, investor sentiment toward junior
uranium stocks has evaporated and political will toward the industry tested worldwide.
We maintain the outlook for the uranium industry remains positive and unchanged
Manhattan believes the medium to long term outlook for the uranium industry and nuclear power remains
positive and unchanged. The fundamentals of the industry are sound. Uranium and nuclear power remains a
competitive, safe and clean source of base load power now utilised on a large scale around the world with a
further 65 new power reactors currently under construction.
The major nuclear power users, USA, China, Russia, India and France have all restated their commitment to the
industry and intention to continue with their expansion plans since the Fukushima incident. Whilst sensible
safety precautions have been taken there have been no deaths, serious injuries or radiation dangers to public
health reported as a result of the damage caused at the Fukushima Dachii nuclear plants.
The fundamentals of the nuclear industry
Nuclear power remains a safe, clean, carbon free, sustainable and competitive supply of base load power around
the world currently supplying around 16% of the world’s energy requirements.
An example of what can be achieved is France where, in just 20 years, they built 56 nuclear power plants that
supply 80% of their electricity needs, now have the cleanest air in europe, the lowest electricity bills, 70% less
emissions per capita than USA (that is 25% nuclear supplied), shut down their last coal fired power station in
2004 and export uS$4 billion worth of nuclear electricity to uK, Italy and Germany each year.
Environmentalists switch to support nuclear power
Based on the positive fundamentals of the industry, its safety record and management of all its waste a number
of prominent environmentalists have looked at the world’s options to supply the increasing demand for energy
and have concluded that nuclear power is an essential component of future supply.
In the early 2000’s Patrick Moore (the founder of Greenpeace), Sir James Lovelock (eminent scientist and
climatologist) and the late Bishop Huge Montefiore (environmentalist, theologian and Friends of the Earth) all
switched their support to nuclear and more recently Baroness Worthington (Friends of the earth), Stephen
tindale (director of Greenpeace) and George Monbiot (environmentalist, author and blogger) have come out in
support of the nuclear option.
Uranium supply and markets
World primary mine production is currently around 120Mlb per annum and world consumption by the existing
installed capacity 220Mlb per annum and growing. BHp Billiton predicted in their olympic Dam environmental
Statement in May 2011 there will be a shortfall in supply of 154Mlb in twenty years. The massive expansion
proposed for giant Olympic Dam mine in South Australia would produce an additional 42Mlb per year.
Manhattan remains extremely well positioned to take advantage of the break out in the uranium demand and
price in the next few years as it drills up and develops its resource inventories at ponton in WA.
The coming year
Whilst the last year has delivered the unexpected and a disappointing return for our investors I believe the
outlook for both the industry, and Manhattan, remains upbeat and extremely positive. The Company has full
control of and is developing a world class mining asset at ponton with the fundamentals to deliver several
multiples, based on current valuations, to our investors.
ALAN J EGGERS
Executive Chairman
28 September 2011
2011 A n n u Al R e p oR t
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ReVIeW oF
opeRAtIonS
INTRODUCTION
Manhattan Corporation Limited’s (“Manhattan”) flagship project is the
Ponton Project in WA where the Company is drill testing and developing
palaeochannel sand hosted uranium mineralisation amenable to in-situ
leach (“ISL”) metal recovery. The Company also has a 40% joint venture
interest in the Gardner Range uranium and gold project in Western
Australia (Figure 1).
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MAn HAt tAn CoRpoRA tIon lIMIt eD
REVIEW OF OPERATIONS
FIGuRe 1: MAnHAttAn’S AuStRAlIAn uRAnIuM pRoJeCtS
Jabiluka
Mount Fitch
Nabarlek
RANGER 3
Koongarra
Cleo’s
Oobagooma
Gardner
Range
Westmoreland/Redtree
Valhalla North
NORTHERN
TERRITORY
Valhalla
Honey Pot
Watta
Bikini
Skal
Andersons
Maureen
Ben Lomond
Manyingee
Bennett Well
Turee Creek
Kintyre
Bigrlyi
Napperby
Nolans Bore
Angela Pamela
Carley’s Bone
WESTERN AUSTRALIA
QUEENSLAND
Lake Way
Centipede
Dawson-Hinkler
Nowthanna Yeelirrie
Lake Maitland
Thatchers Soak
Windimurra
Ponton
Project
SOUTH AUSTRALIA
OLYMPIC DAM
Mount Gee
Mulga Rock
Warrior
Carrapateena
Goulds Dam
Blackbush
Plumbush
Four Mile
BEVERLEY
Oban
Yarramba
Honeymoon
AUSTRALIAN URANIUM DEPOSITS
Operating Mine
Advanced Uranium Project
JORC Uranium Resource
Manhattan Project
Crocker Well
NEW SOUTH WALES
VICTORIA
TAS
Drilling has established extensive continuity of the carbonaceous sand hosted anomalous uranium
mineralisation for over 55km within the palaeochannels at Ponton.
In March 2011 Manhattan reported a JORC Inferred Resource estimate for the Double 8 uranium deposit at
Ponton of 17.2Mlb uranium oxide (“U3O8”) at a 200ppm cutoff.
In addition, Exploration Results reported by Manhattan in March 2011 identified Mineralisation Potential
totalling 33 to 67Mlb u3o8 for Double 8, Stallion South, Highway South and ponton prospects at the 200ppm
u3o8 cutoff.
Manhattan’s priority is now to obtain Ministerial consent and exploration access to E28/1898 located mostly
within the Queen Victoria Spring Nature Reserve (“QVSNR”) in WA. This access will enable Manhattan to
recommence drill testing and evaluation of the Double 8 uranium deposit and the Mineralisation Potential
identified at Double 8, Stallion South, Highway South and Ponton prospects.
Manhattan also retains a 40% interest in the Gardner Range uranium project where Northern Minerals
limited, and its strategic partner Areva, are operators and earning up to an 80% interest by sole funding and
completing a mining prefeasibility study.
Manhattan’s strategy for growth is to expand and upgrade its reported sand hosted uranium resources and
define new uranium deposits at its flagship Ponton uranium project in Western Australia. The Company plans
to continue to drill and develop a number of palaeochannel hosted uranium oxide resources including the
Double 8, Stallion, Highway and ponton uranium deposits, to ISl mine development stage at ponton.
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1
PONTON PROJECT (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
Manhattan’s Ponton project is located approximately 200km northeast of Kalgoorlie on the edge of the
Great Victoria Desert in WA. the Company has 100% control of around 2,140km2 of applications and granted
exploration tenements underlain by Tertiary palaeochannels within the Gunbarrel Basin. These palaeochannels
are known to host a number of uranium deposits and drilled uranium prospects (Figure 2).
FIGuRe 2: MAnHAttAn’S ponton teneMentS
The Ponton Project includes the Double 8 uranium deposit that has a JORC Inferred Resource of 17.2Mlb U3o8
at a 200ppm cutoff. The deposit is located on E28/1898 in the QVSNR (Figures 2 & 3).
In addition, Exploration Results reported by Manhattan in March 2011 identified Mineralisation Potential
totalling 33 to 67Mlb u3o8 at the 200ppm u3o8 cutoff in four prospects at:
• Double 8 of between 2.5 and 5.5Mlb U3o8;
• Stallion South of between 8 and 16Mlb U3o8;
• Highway South of between 8 and 16Mlb U3o8; and
• Ponton of between 15 and 30Mlb U3o8
Stallion, Highway and Shelf prospects have been systematically drilled to a detail that would support resource
estimations. Resource estimates will be completed and reported when further secular disequilibrium data
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being analysed by ANSTO and Western Radiation Services are received, models refined and conversion
procedures for Manhattan’s down hole gamma probe data finalised. Preliminary information gives a strong
likelihood that a disequilibrium factor for these prospects may be significantly higher than the x1.2 currently
assumed for the Inferred Resources at Double 8.
Carbonaceous sand hosted uranium mineralisation, below 40 to 60 metres of cover, has now been defined
in drill holes along 55 kilometres of Tertiary palaeochannels at Stallion, Stallion South, Double 8, Ponton,
Highway South and Highway prospects (Figure 3).
these palaeochannels connect with energy and Minerals Australia’s lignite hosted Mulga Rock uranium
deposits with a reported inferred resource estimate of 27,100 tonnes (60Mlb) U3o8 (Figures 1 & 2).
FIGURE 3: DOUBLE 8 RESOURCE, STALLION SOUTH, HIGHWAY SOUTH & PONTON PROSPECTS
KEY
PNC Drill Hole Mineralised
PNC Drill Holes
MHC Drill Holes
Uranium Deposit
Uranium Project (mineralisation)
Nippon Highway
STALLION
EM Survey
EM Defined Channel
Mineralised Envelope
QUEEN VICTORIA SPRING NATURE RESERVE
SHELF
HIGHWAY
STALLION SOUTH
8-16Mlb MP
DOUBLE 8
HIGHWAY SOUTH
8-16Mlb MP
17.2Mlb U3O8 IR
2.5-5.5Mlb U3O8 MP
PONTON
15-30 Mlb MP
N
0
10km
Manhattan’s 2010 aircore and sonic drilling program was targeted at sand hosted uranium mineralisation
in the 100km of conductive palaeochannels defined by the Company’s airborne EM and magnetic surveys
and uranium mineralised sands discovered in previous drilling by Manhattan, PNC Exploration (“PNC”) and
uranerz in the area.
Manhattan’s three Exploration Licence applications that encroach on, or are within, the QVSNR (EL’s 28/1898,
1983 & 2004) were offered for grant by the WA Department of Mines and Petroleum in December 2010.
EL28/1979, also partially within the QVSNR, was granted on 21 July 2010. Once granted the consent of the
Minister for Mines and Petroleum, with the concurrence of the Minister for Environment, is required to
commence exploration activities within the QVSNR. This Ministerial consent for the key licence (E28/1898) is
now being sought.
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2
DOUBLE 8 URANIUM DEPOSIT (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
The Double 8 uranium deposit is located in tenement application E28/1898 in the southwest of the project
area within the QVSNR (Figures 2 & 3).
DOUBLE 8 INFERRED RESOURCE ESTIMATES
An Inferred Resource of 26 million tonnes grading 300ppm u3o8 containing 7,800 tonnes (17.2Mlb) of uranium
oxide at a 200ppm u3o8 cutoff for the Double 8 uranium deposit is reported. The reported Resources are based
on RC drilling by PNC in the mid 1980’s and are classified as Inferred in accordance with the JORC Code (2004).
Double 8 Reported Inferred Resources
DOUBLE 8 INFERRED RESOURCE ESTIMATES
CUTOFF GRADE
U3O8 (ppm)
100
150
200
250
TONNES
(MILLION)
110
51
26
14
GRADE
U3O8 (ppm)
170
240
300
360
TONNES
U3O8 (t)
18,700
12,240
7,800
5,040
POUNDS (MILLION)
U3O8 (Mlb)
42.0
26.0
17.2
11.0
Where U3O8 is reported it relates to grade values calculated from down hole radiometric gamma logs. Double 8 drill
holes were logged by PNC using Austral L300 Middiloggers for natural gamma radiation. Four Austral L300 loggers were
used by PNC in the area, calibrated against each other on a regular basis, and gamma responses compared to chemical
assays from a number of core holes. Conversion factors for gamma response to U assays assuming secular equilibrium
were then established. eU3O8 grades are then estimated by converting down hole radiometric gamma logs to equivalent
uranium eU and multiplied by 1.179 to convert to equivalent uranium grades eU3O8. A further disequilibrium factor is
applied by multiplying eU3O8 by 1.2 to establish U3O8. Down hole radiometric gamma logging in sand hosted uranium
deposits, similar to Double 8, is a common and well established method of estimating uranium grades. All U3O8 grade
results reported are subject to possible disequilibrium factors that should be taken into account when assessing the
reported grades.
DOUBLE 8 MINERALISATION POTENTIAL
Manhattan’s Exploration Results, based on Manhattan’s reported resource estimates for Double 8, PNC’s
early 1980’s reconnaissance RC drilling, Manhattan’s 2009 and 2010 aircore and sonic drilling results and
Manhattan’s airborne EM and magnetic surveys, has identified further uranium Mineralisation Potential at
Double 8.
At a 200ppm u3o8 cutoff reported Mineralisation Potential at Double 8 includes 4 to 8Mt grading 250 to
450ppm u3o8 containing 1,100 to 2,500 tonnes or 2.5 to 5.5Mlb of contained u3o8.
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Double 8 Reported Mineralisation Potential
DOUBLE 8 MINERALISATION POTENTIAL
CUTOFF GRADE
U3O8 (ppm)
TONNAGE RANGE
(MILLION)
GRADE RANGE
U3O8 (ppm)
TONNAGE RANGE
U3O8 (t)
200
4 - 8
250 - 450
1,100 - 2,500
POUNDS RANGE
(MILLION)
U3O8 (Mlb)
2.5 - 5.5
In accordance with clause 18 of the JORC Code (2004), tonnage and grade ranges reported as Mineralisation Potential in this
report must be considered conceptual in nature as there has been insufficient exploration and drilling to define a mineral
resource and it is uncertain if further exploration and drilling will result in the determination of a reportable resource.
The mineralisation is approximately 500m wide on average with down hole thicknesses of 3 to 25 metres. The
uranium mineralisation at Double 8 remains open and is yet to be closed off by drilling. Manhattan considers
that further drilling of the Double 8 deposit will expand on the reported resource and the confidence levels of
resources will improve and report to higher confidence categories under the JORC Code (2004).
At a depth of 30 to 70 metres deep the Double 8 deposit is a shallow reduced sand hosted tabular uranium
deposit in a confined palaeochannel potentially amenable to ISL metal recovery, the lowest cost method of
producing yellowcake with the least environmental impact.
3
STALLION SOUTH (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
Stallion South is located immediately to the south of Stallion and northwest of Double 8 along the ponton
palaeochannel. This prospect is within licence application E28/1898 within the QVSNR (Figures 2 & 3).
At Stallion South wide spaced reconnaissance drilling (generally on 4km centres) by pnC in the early 1980’s
intersected anomalous uranium mineralisation, with similar grades to those reported by Manhattan at
Double 8.
The drilled uranium mineralisation at Stallion South is also hosted in palaeochannels within reduced
carbonaceous sands and weathered granitic sands in a confined aquifer overlying crystalline granite basement.
STALLION SOUTH MINERALISATION POTENTIAL
Based on PNC and Manhattan’s drilling combined with Manhattan’s detailed airborne EM and magnetic
survey data, Exploration Results reported by Manhattan have identified uranium Mineralisation Potential at
200ppm u3o8 cutoff of between 8 to 16Mlb of contained U3o8.
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Stallion South Reported Mineralisation Potential
STALLION SOUTH MINERALISATION POTENTIAL
CUTOFF GRADE
U3O8 (ppm)
TONNAGE RANGE
(MILLION)
GRADE RANGE
U3O8 (ppm)
TONNAGE RANGE
U3O8 (t)
200
12 - 24
250 - 350
3,600 - 7,300
POUNDS RANGE
(MILLION)
U3O8 (Mlb)
8 - 16
In accordance with clause 18 of the JORC Code (2004), tonnage and grade ranges reported as Mineralisation Potential
in this report must be considered conceptual in nature as there has been insufficient exploration and drilling to define
a mineral resource and it is uncertain if further exploration and drilling will result in the determination of a reportable
resource.
On obtaining the required Ministerial consent and exploration access to the QVSNR, further resource definition
drilling will commence at the Stallion South prospect.
4
HIGHWAY SOUTH (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
Highway South is centred 5km along the palaeochannel to the northeast of Double 8. this prospect is within
licence application E28/1898 within the QVSNR (Figures 2 & 3).
At Highway South wide spaced reconnaissance drilling (generally on 4km centres) by pnC in the early 1980’s
intersected anomalous uranium mineralisation, with similar grades to those reported by Manhattan at Double
8. The drilled uranium mineralisation at Highway South is also hosted in palaeochannels within reduced
carbonaceous sands and weathered granitic sands in a confined aquifer overlying crystalline granite and
Patterson Group shale basement.
HIGHWAY SOUTH MINERALISATION POTENTIAL
Based on PNC and Manhattan’s drilling combined with Manhattan’s detailed airborne EM and magnetic
survey data, Exploration Results reported by Manhattan have identified uranium Mineralisation Potential at
200ppm u3o8 cutoff of between 8 to 16Mlb of contained U3o8.
Highway South Reported Mineralisation Potential
HIGHWAY SOUTH MINERALISATION POTENTIAL
CUTOFF GRADE
U3O8 (ppm)
TONNAGE RANGE
(MILLION)
GRADE RANGE
U3O8 (ppm)
TONNAGE RANGE
U3O8 (t)
200
12 - 24
250 - 350
3,600 - 7,300
POUNDS RANGE
(MILLION)
U3O8 (Mlb)
8 - 16
In accordance with clause 18 of the JORC Code (2004), tonnage and grade ranges reported as Mineralisation Potential in this
report must be considered conceptual in nature as there has been insufficient exploration and drilling to define a mineral
resource and it is uncertain if further exploration and drilling will result in the determination of a reportable resource.
On obtaining the required Ministerial consent and exploration access to the QVSNR, further resource definition
drilling will commence at the Highway South prospect.
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5
PONTON (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
ponton is located along the palaeochannel to the southeast of Double 8. this prospect is within licence
application E28/1898 within the QVSNR (Figures 2 & 3).
At ponton wide spaced reconnaissance drilling (generally on 4km centres) by pnC in the early 1980’s
intersected anomalous uranium mineralisation, with similar grades to those reported by Manhattan at
Double 8. The drilled uranium mineralisation at Ponton is also hosted in palaeochannels within reduced
carbonaceous sands and weathered granitic sands in a confined aquifer overlying crystalline granite and
Patterson Group shale basement.
PONTON MINERALISATION POTENTIAL
Based on PNC’s drilling combined with Manhattan’s detailed airborne EM and magnetic survey data,
Exploration Results reported by Manhattan have identified uranium Mineralisation Potential at 200ppm U3o8
cutoff of between 15 to 30Mlb of contained U3o8.
Ponton Reported Mineralisation Potential
PONTON MINERALISATION POTENTIAL
CUTOFF GRADE
U3O8 (ppm)
TONNAGE RANGE
(MILLION)
GRADE RANGE
U3O8 (ppm)
TONNAGE RANGE
U3O8 (t)
200
23 - 45
250 - 350
6,800 - 13,600
POUNDS RANGE
(MILLION)
U3O8 (Mlb)
15 - 30
In accordance with clause 18 of the JORC Code (2004), tonnage and grade ranges reported as Mineralisation Potential in this
report must be considered conceptual in nature as there has been insufficient exploration and drilling to define a mineral
resource and it is uncertain if further exploration and drilling will result in the determination of a reportable resource.
On obtaining the required Ministerial consent and exploration access to the QVSNR, further resource definition
drilling will commence at the ponton prospect.
6
STALLION (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
the Stallion uranium prospect is located in e28/1523 and centred 14 kilometres northwest of the Double 8
uranium deposit at Ponton (Figures 2 & 3).
In 2010 Manhattan completed 221 vertical aircore drill holes totalling 16,914m and 16 duplicate sonic drill
holes totalling 1,177m of drilling at Stallion. Drilling has been completed on 200m and 400m spaced lines with
holes drilled at 100m centres along each grid line across the palaeochannel within mineralised zones. All drill
holes were gamma logged.
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Multiple zones of anomalous uranium mineralisation, confirmed by the down hole gamma logs, 200m to
1,000m wide and between 2m and 25m thick have been encountered in drilling along 8 kilometres of the
palaeochannel at Stallion at 60m to 90m deep (Figure 3).
The Stallion prospect has been systematically drilled to a detail that would support resource estimations. The
sonic holes have duplicated and twinned approximately 1 in 3 of the mineralised holes at Stallion and provided
competent samples of the unconsolidated mineralised sands for chemical analysis. Resource estimates will
be completed and reported when further secular disequilibrium data being analysed by ANSTO and Western
Radiation Services are received, models refined and conversion procedures for Manhattan’s down hole gamma
probe data to grade eu3o8 are finalised. Preliminary information gives a strong likelihood that a disequilibrium
factor for the Stallion prospect may be significantly higher than the x1.2 currently assumed for the Inferred
Resources at Double 8.
The geological controls and style of the palaeochannel sand hosted uranium mineralisation at Stallion are
similar to the mineralisation encountered at Double 8.
7
HIGHWAY (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
the Highway uranium prospect is located in e28/1523 and e39/1143 centred 15 kilometres northwest of the
Double 8 uranium deposit at Ponton (Figures 2 & 3).
In 2010 Manhattan completed 275 vertical aircore drill holes totalling 17,670m and 3 duplicate sonic drill
holes totalling 144m of drilling at Highway. Drilling has been completed on 400m spaced lines with holes
drilled at 100m centres along each grid line across the palaeochannel within mineralised zones. All drill holes
were gamma logged.
Extensive anomalous uranium mineralisation, again confirmed by the down hole gamma logs, 400m to
2,000m wide and between 2m and 25m thick have been encountered in drilling along 10 kilometres of the
palaeochannel at Highway at 40m to 80m deep (Figure 3).
The Highway prospect has also been systematically drilled to a detail that would support resource estimations.
the sonic holes have duplicated and twinned mineralised holes at Highway and provided competent samples
of the unconsolidated mineralised sands for chemical analysis. Resource estimates will be completed and
reported when further secular disequilibrium data being analysed by ANSTO and Western Radiation Services
are received, models refined and conversion procedures for Manhattan’s down hole gamma probe data to
grade eu3o8 are finalised. Preliminary information gives a strong likelihood that a disequilibrium factor for the
Highway prospect may be significantly higher than the x1.2 currently assumed for the Inferred Resources at
Double 8.
Apart from some shallow lignite hosted uranium mineralisation encountered along the northern part of the
palaeochannel at Highway, the geological controls and style of the channel sand hosted uranium mineralisation
at Highway are similar to the mineralisation encountered at Double 8 and Stallion.
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MAn HAt tAn CoRpoRA tIon lIMIt eD
8
SHELF (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
the Shelf prospect is located along the palaeochannel approximately 10km northeast of Highway in e39/1143.
At the Shelf drilling by PNC and Uranerz was closer spaced (on 200m x 100m centres) which identified
shallower lignite hosted uranium mineralisation within the upper sandstone and claystone.
In 2010 Manhattan completed 199 aircore drill holes totalling 13,367m of drilling on lines approximately
800m and 1.2km apart along 20km of the palaeochannel to the north of Highway and 8 duplicate holes
totalling 300m into the lignite mineralisation at the Shelf prospect.
The Shelf prospect has also been systematically drilled to a detail that may support resource estimations.
The resource potential for the Shelf prospect will be assessed when further secular disequilibrium data are
received, models refined and conversion procedures for Manhattan’s down hole gamma probe data to grade
eU3O8 are finalised. Preliminary information gives a strong likelihood that a disequilibrium factor for the Shelf
prospect may be significantly higher than the x1.2 currently assumed for the Inferred Resources at Double 8.
9
EAST ARM (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
A further 45 reconnaissance aircore holes totalling 3,210m of drilling were completed across the palaeochannel
at east Arm located 16km east of Highway on e39/1144.
the east Arm drilling results are now being compiled and reviewed by the Company’s geological team.
10
GARDNER RANGE PROJECT (WA)
Interest: Manhattan 40%
Operator: Northern Minerals Limited
The Gardner Range project is located in the Tanami region of WA approximately 150km southeast of Halls
Creek. Manhattan holds four granted exploration licences covering 550km2 bordering the northern territory.
The target is high grade unconformity related uranium mineralisation similar to the Athabasca Basin deposits
and the Ranger uranium mine in nt. Historic drilling at the Don uranium prospect hole BIR001, within the
project area, intersected 0.44m of 1.5% U3o8 and 1.7ppm gold at a depth of 40m.
Manhattan retains a 40% interest in the Gardner Range uranium project where Northern Minerals Limited
(“Northern”), and its strategic partner Areva, are operators and earning up to an 80% interest by sole funding
and completing a mining prefeasibility study.
In December 2010 northern reported the results of RC drilling in 16 holes on the Don and Soma prospects on
Manhattan’s Gardner Range Project.
2011 A n n u Al R e p oR t
13
ReV IeW oF opeRA tIonS
MAn HAt tAn CoRpoR A tIon lI MIteD
northern have approved a budget for their 2011 exploration program targeting both uranium and
gold mineralisation on the Gardner Range joint venture tenements. Uranium mineralisation at the
Soma prospect on e80/3275 and Deva prospect on e80/1735 will be targeted with 13 to 14 holes for
approximately 2,800m of drilling. Gold mineralisation at the Don, Whites Beach and Venus prospects
will be tested by 2,500m of drilling.
SUMMARY AND ACQUISITIONS
In March 2011 Manhattan reported a revised Inferred Resource for Double 8 of 17.2Mlb of uranium oxide with
an additional reported Mineralisation Potential at Double 8 and Stallion South, Highway South and Ponton
prospects in the order of 33 to 67Mlbs.
The sand hosted uranium mineralisation is located in shallow contiguous palaeochannels within Manhattan’s
project area at Ponton and demonstrates the potential of the project to host a world class ISL sand hosted
uranium resource.
Manhattan’s four Exploration Licence applications that encroach on, or are within, the QVSNR (EL’s 28/1979,
1898, 1983 & 2004) have now been granted by the WA Department of Mines and Petroleum. A condition
of grant is the consent of the Minister for Mines and petroleum, with the concurrence of the Minister for
Environment, is required to commence exploration and drilling activities within the QVSNR. This Ministerial
consent and exploration access to the key licence (E28/1898) is now being sought.
In August 2011 international engineering consultants, Tetra Tech, completed an independent prefeasibility
desktop study of Manhattan’s Ponton ISL Uranium Project. The confidential report includes preliminary
project economics, sensitivity analyses, ISL recovery, processing options, proposed metal recovery plant,
infrastructure requirements, project design, economics, development plans and recommendations for future
work on the project.
The report, based on existing resource estimates and mineralisation potential assessments, indicates the
Ponton uranium ISL project has good potential to become an economic ISL uranium producer with economics
that warrant further project development. Preliminary analysis indicates the ISL project has comparatively low
operational costs per pound of uranium oxide and would require a relatively modest capital investment. Tetra
tech have recommended further geological, hydrological, metallurgical and engineering work be undertaken
by Manhattan to confirm the project’s technical and economic viability.
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A 450km2 detailed airborne EM and magnetic survey to define palaeochannels prospective for uranium
mineralisation within exploration licence E28/2048 (east of Highway) and E28/2004 (south of the Ponton
prospect in the southern portion of QVSNR) was completed in early July 2011. The EM and magnetic survey
data is now being processed and integrated with Manhattan’s existing EM and magnetic data base for the
Ponton project.
Manhattan remains focussed on defining new sand hosted uranium deposits at its flagship Ponton uranium
project in Western Australia where there remains potential to significantly expand on the reported resource
base suitable for the development of an ISL uranium metal production project.
Opportunities to acquire quality advanced uranium deposits or advanced resources, which are likely to result
in near term mine development opportunities within Australia or overseas, also continue to be evaluated.
ALAN J EGGERS
Executive Chairman
28 September 2011
COMPETENT PERSON’S STATEMENT
The information in this report that relates to reported Exploration Results or Mineral Resources is based on information
compiled by Mr Alan J Eggers, who is a Corporate Member of the Australasian Institute of Mining and Metallurgy
(“AusIMM”). Alan Eggers is a professional geologist and an executive director of Manhattan Corporation Limited.
Mr Eggers has sufficient experience that is relevant to the style of mineralisation and type of mineral deposits being
reported on in this report and to the activity which he is undertaking to qualify as a Competent Person as defined in the
2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves “JORC
Code (2004)”. Mr Eggers consents to the inclusion in this report of the information on the Exploration Results or Mineral
Resources based on his information in the form and context in which it appears.
2011 A n n u Al R e p oR t
15
DIRe C toR’S RepoR t
MAn HAt tAn CoRpoR A tIon lI MIteD
DIReCtoRS’
RepoRt
The Directors have pleasure in presenting their Annual
Report and Financial Statements for Manhattan
Corporation Limited (“Manhattan”) for the year
ended 30 June 2011.
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MAn HAt tAn CoRpoRA tIon lIMIt eD
PRINCIPAL ACTIVITIES
The principal continuing activity of Manhattan during the year was mineral exploration and development and
evaluation of mineral projects and corporate opportunities in the resource sector world wide.
there has been no significant change in the nature of Manhattan’s business activities during the year
under review.
OPERATING RESULTS
The loss of the Company for the year, after provision for income tax, amounted to $1,092,138 (2010:
$4,688,711)
DIVIDENDS
no dividend has been paid or recommended by the Directors since the commencement of the year.
REVIEW OF OPERATIONS
Manhattan listed on the Australian Securities Exchange (“ASX”) on 29 January 2008 following an Initial Public
Offering that raised $4.5 million. The Company had acquired interests in one uranium exploration project in
South Australia and three uranium exploration projects in Western Australia.
In July 2009 the Company completed the merger with private equity fund Manhattan Resources Pty Ltd
following shareholder approval by the issue of 44,201,640 new shares and a number of new Director, employee
and consultant options, and cancellation of a number of previously issued Director options. Following the
merger the current Board of Directors was appointed. As at 30 June 2011 Manhattan had 91,080,398 ordinary
shares, 2,250,000 20 cent options and 5,550,000 60 cent, 4,550,000 $1.00, 100,000 $1.80 and 100,000 $2.20
unlisted employee incentive options on issue.
In the last Financial Year to 30 June 2011 the Company has focussed on exploration and development of its
two Western Australian uranium projects. The Company completed over 50,000 metres of aircore and sonic
drilling at its flagship Ponton uranium project whilst its joint venture partners, Northern Minerals limited,
completed 16 RC drill holes to earn a 60% interest in the Gardner Range uranium project. Manhattan divested
of its retained interest in the Siccus uranium project in South Australia during the year.
The Ponton Project includes the Double 8 uranium deposit that has a JORC Inferred Resource of 17.2Mlb
u3o8. In addition, Exploration results reported at Ponton in March 2011 identified Mineralisation potential
totalling 33 to 67Mlb u3o8 in four drilled prospects.
Manhattan will continue to advance its exploration and development projects and examine acquisition
opportunities in the resource sector, with particular focus on advanced uranium projects, with the potential
to deliver an early cash flow or a substantial uplift in shareholder value.
A full review of operations for the Financial Year, together with future prospects that form part of this Report,
are presented in the Chairman’s Review and the Review of Operations on pages 2 to 15 of this Annual Report.
2011 A n n u Al R e p oR t
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DIRe C toR’S RepoR t
MAn HAt tAn CoRpoR A tIon lI MIteD
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
In the opinion of the Directors there were no significant changes in the state of affairs of the Company that
occurred during the Financial Year under review.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
There has not arisen since the end of the Financial Year any item, transaction or event of a material nature, in
the opinion of the Directors of the Company, to affect significantly the operation of the Company, the results
of those operations, or the state of affairs of the Company in future Financial Years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
There is no likely or expected change to the operations of the Company to systematically explore the Company’s key
projects, in particular the Ponton projects. The Company will continue to review all business development opportunities
that present themselves in an effort to enhance the exploration and development portfolio. This activity may or may not
lead to future acquisitions, divestments, joint ventures and other changes to the Company’s project portfolio.
ENVIRONMENTAL OBLIGATIONS
The Company operates within the resources sector and conducts its business activities with respect for the
environment while continuing to meet the expectations of the shareholders, employees and suppliers. The
Company’s exploration activities are currently regulated by significant environmental regulation under laws
of the Commonwealth and states and territories of Australia. the Company aims to ensure that the highest
standard of environmental care is achieved, and that it complies with all relevant environmental legislation.
The Directors are mindful of the regulatory regime in relation to the impact of the organisational activities on
the environment. there have been no known breaches by the Company during the Financial Year.
In February 2011 Manhattan adopted an Environmental Policy, that included an Environmental Management Plan for
Queen Victoria Spring Nature Reserve, and included the Environmental Policy in its Corporate Governance Statement.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Manhattan
support and have adhered to the ASX principles of corporate governance (as appropriate for a company of Manhattan’s
size). Manhattan’s Corporate Governance Statement is contained in this Annual Report and posted on its web site.
DIRECTORS AND COMPANY SECRETARY
The following persons held office as Directors and Company Secretary of Manhattan during the year. All
Directors, and the Company Secretary, were in office for the entire period unless otherwise stated:
Alan J Eggers
Marcello Cardaci
John A G Seton
Robert (Sam) Middlemas
Robert Wrixon Resigned 31 July 2010
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PROFILE OF DIRECTORS AND COMPANY SECRETARY
Alan J Eggers B.Sc, B.Sc(Hons), M.Sc, F.S.e.G., MAusIMM, MAIG
EXECUTIVE CHAIRMAN
Alan Eggers is a professional geologist with over 35 years of international experience in exploration for uranium,
base metals, precious metals and industrial minerals. He was the founding director and managing director for
20 years of listed uranium company Summit Resources limited. He built Summit into an ASX top 200 company
with a market capital of $1.2 billion until its takeover by Paladin Energy Ltd in May 2007 when he resigned
from the board. His professional experience has included management of mineral exploration initiatives and
corporate administration of private and public companies. Alan is managing director of Wesmin Consulting Pty
ltd, formerly a director of ASX listed Zedex Minerals limited (resigned January 2010), was a founding director of
the Australian Uranium Association and holds a number of directorships in private companies.
Marcello Cardaci B.Juris, llB, B.Com
NON EXECUTIVE DIRECTOR
Marcello Cardaci is a partner in the Australian legal practice of Gilbert + Tobin. Mr Cardaci holds degrees in
law and commerce and is experienced in a wide range of corporate and commercial matters with a particular
emphasis on public and private equity raisings and mergers and acquisitions. Gilbert + Tobin specialises in the
provision of legal advice to companies involved in various industries including resources and manufacturing.
Mr Cardaci is a non executive director of Forge Group Limited (4 June 2007 to current) and Lemur Resources
ltd (8 november 2010 to current). He was formerly a director of Sphere Investments limited (2 June 1999 to
17 November 2010) and Tianshan Goldfields Limited (2 February 2009 to 13 November 2010).
John A G Seton llM(Hons)
NON EXECUTIVE DIRECTOR
John Seton is an Auckland based solicitor with extensive experience in commercial law, stock exchange listed
companies and the mineral resource sector. He is a director and chief executive officer of TSX and ASX listed
Olympus Pacific Minerals Inc (July 1999 to current), former director and chairman of ASX listed Summit Resources
limited (resigned May 2007), Zedex Minerals limited (resigned January 2010) and nZX listed Smartpay limited
(resigned January 2011). John holds, or has held, directorships in several companies listed on ASX and nZX
including Kiwi Gold NL, Kiwi International Resources NL, Iddison Group Vietnam Limited and Max Resources NL.
John was also the former chief executive of IT Capital Limited, former Chairman of the Vietnam/New Zealand
Business Council and former chairman of the Mud House Wine Group limited (resigned 10 September 2010),
an unlisted public company. Mr Seton also holds a number of private company directorships.
Robert (Sam) Middlemas B.Com, pGradDipBus., CA
COMPANY SECRETARY
Sam Middlemas was appointed Company Secretary and Chief Financial Officer in March 2009. Sam is a chartered
accountant with more than 15 years experience in various financial and company secretarial roles with a number
of listed public companies operating in the resources sector. He is the principal of a corporate advisory company
which provides financial and secretarial services specialising in capital raisings and initial public offerings. Previously
Mr Middlemas worked for an international accountancy firm. His fields of expertise include corporate secretarial
practice, financial and management reporting in the mining industry, treasury and cash flow management and
corporate governance.
2011 A n n u Al R e p oR t
19
DIRe C toR’S RepoR t
MAn HAt tAn CoRpoR A tIon lI MIteD
REMUNERATION REPORT
The remuneration report for the Financial Year ended 30 June 2011 is set out under the following main
headings:
(A) Principles Used to Determine the Nature and Amount of Remuneration;
(B) Details of Remuneration;
(C) Service Agreements;
(D) Share Based Compensation;
(E) Additional Information; and
(F) Loans to Directors and Executives.
The information provided in this remuneration report has been audited as required by section 308(3C) of the
Corporations Act 2001.
(A) Principles Used to Determine the Nature and Amount of Remuneration
The primary functions of the Remuneration Committee are to:
•
•
•
•
•
Make specific recommendations to the Board on remuneration of Director’s and senior officers;
Recommend the terms and conditions of employment for the Executive Chairman;
Undertake a review of the Executive Chairman’s performance, at least annually, including setting
with the Executive Chairman’s goals for the coming year and reviewing progress in achieving those
goals;
Consider and report to the Board on the recommendations of the Executive Chairman on the
remuneration of all direct reports; and
Develop and facilitate a process for Board and Director evaluation.
The Board has elected not to establish a remuneration committee based on the size of the organisation
and has instead agreed to meet as deemed necessary and allocate the appropriate time at its regular
Board meetings.
Non Executive Directors
Fees and payments to Non Executive Directors reflect the demands which are made on, and the
responsibilities of, the Directors. Non Executive Directors’ fees and payments are reviewed annually by
the Board. The Executive Chairman’s fees are determined independently to the fees of Non Executive
Directors based on comparative roles in the external market. The Executive Chairman is not present at
any discussions relating to determination of his own remuneration.
Directors’ Fees
The current base remuneration was reviewed in July 2010 in light of current conditions and the cash
reserves of the Company. Non Executive Directors’ fees are determined within an aggregate Directors’
fee pool limit, which is periodically recommended for approval by shareholders. the maximum Directors
fees approved by shareholders and payable currently stands at $200,000 per annum.
the following fees have applied during the Financial Year:
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DI Re C toR ’S RepoR t
MAn HAt tAn CoRpoRA tIon lIMIt eD
Base Fees
Non Executive Directors
2011
$35,000 (increased from $20,000 from 21 July 2010)
Additional Fees
A Director may also be paid fees or other amounts as the Directors determine if a Director performs
special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A
Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or
any special duties.
Retirement Allowances for Directors
Superannuation contributions required under the Australian superannuation guarantee legislation
(currently 9%) are made in addition to Directors’ overall fee entitlements.
Executive Pay
The Executive pay and reward framework has two components:
•
•
Base pay and benefits, including superannuation; and
Long term incentives through issue of share options.
The combination of these comprises the Executive’s total remuneration. The Company revisits its long
term equity linked performance incentives for Executives as deemed necessary by the Board. The equity
linked performance incentives take the form of share options to provide incentives for the Directors and
senior management to drive shareholder value through growth in share price.
Base Pay
Structured as a total employment cost package which may be delivered as a combination of cash and
prescribed non financial benefits at the Executives’ discretion. Executives are offered a competitive base
pay that comprises the fixed component of pay and rewards. Base pay for Executives is reviewed annually
to ensure the Executive’s pay is competitive with the market. An Executive’s pay is also reviewed every 12
months and will be adjusted in line with the Executive’s performance and current market conditions.
Benefits
Executives and Key Management Personnel are entitled to receive additional benefits or allowances.
Long Term Incentives
The Executives are entitled to share options as approved by shareholders.
(B) Details of Remuneration
Amounts of Remuneration
Details of the remuneration of the Directors, the Key Management Personnel (as defined in AASB 124
Related Party Disclosures) and Executives of Manhattan Corporation Limited for the Financial Year are set
out in the following tables.
The Key Management Personnel are the Directors of Manhattan Corporation Limited during the Financial
Year which were:
2011 A n n u Al R e p oR t
21
DIRe C toR’S RepoR t
MAn HAt tAn CoRpoR A tIon lI MIteD
Executive Chairman
Alan J Eggers
Marcello Cardaci Non Executive Director
John A G Seton
Non Executive Director
Robert Wrixon Resigned 31 July 2010
In addition, the following persons must be disclosed under the Corporations Act 2001 as Company
executives:
Robert (Sam) Middlemas
Company Secretary.
Directors and Executives Remuneration
EXECUTIVE REMUNERATION
SHORT TERM
BENEFITS
POST
EMPLOYMENT
EQUITY
COMPENSATION
TOTAL
PERCENTAGE
OPTIONS
Cash
Salary &
Fees
Cash
Bonus
Super Annuation
& Pensions
Options
30 June 2011
Directors
Alan J eggers1
Marcello Cardaci
John A G Seton2
Robert Wrixon3
Key Management Personnel
Sam Middlemas5
Total Compensation
Directors
Alan J eggers1
Marcello Cardaci
John A G Seton2
Robert Wrixon3
David Riekie4
Key Management Personnel
Sam Middlemas5
Total Compensation
$
$
$
$
$
%
341,665
35,000
35,000
13,232
35,450
460,347
-
-
-
-
-
-
-
3,150
-
1,191
-
4,341
401,866
89,304
89,304
186,469
743,531
127,454
124,304
200,892
89,304
124,754
856,247
1,320,935
30 June 2010
$
$
$
$
$
%
283,750
35,000
33,000
241,667
1,151
56,591
651,159
-
-
-
-
-
-
-
-
1,086,367
1,370,117
3,150
-
21,750
104
241,415
241,415
482,829
-
279,565
274,415
746,246
1,255
-
241,415
298,006
25,004
2,293,441
2,969,604
54
70
72
93
72
-
79
86
88
65
-
81
-
1 Mr Eggers was appointed Executive Chairman on 21 July 2009. All fees were paid under a Consultancy Agreement with Wesmin
Consulting Pty Ltd.
2 Mr Seton was appointed as a Non Executive Director on 21 July 2009. All fees paid to his private Company Jura Trust Pty Ltd.
3 Dr Wrixon resigned as an Executive Director on 31 July 2010.
4 Mr Riekie resigned as a Non Executive Director on 20 July 2009.
5 Mr Middlemas was appointed Company Secretary on 3 March 2009. All fees were paid under a Consultancy Agreement with
Sparkling Investments pty ltd.
Other than the Directors and Executive officers disclosed above there were no other executive officers
who received emoluments during the Financial Year ended 30 June 2011.
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DI Re C toR ’S RepoR t
MAn HAt tAn CoRpoRA tIon lIMIt eD
(C) Service Agreements
On appointment to the Board, all Non Executive Directors enter into a service agreement with the
Company in the form of a letter of appointment. The letter summarises the Board policies and terms,
including compensation, relevant to the office of Director.
Remuneration and other terms of employment for Executive Directors and Key Management Personnel
are formalised in service agreements. each of these agreements provide for the provision of performance
related conditions and other benefits including an allocation of options. Other major provisions of the
agreements relating to remuneration are set out below.
Alan J Eggers Executive Chairman
•
•
•
Services provided by consulting company Wesmin Consulting Pty Ltd (“Wesmin”);
Term of agreement. Continues indefinitely until cancelled by the Company or the Executive;
Base Consulting fees of $350,000 per annum (increased from $300,000 on 1 September 2010) plus
reimbursement of relevant expenses and costs;
Agreement and fees reviewed annually by the Board of Directors;
2,250,000 options to acquire ordinary shares in the capital of the Company (60 cents, expire 21
July 2014);
2,250,000 options to acquire ordinary shares in the capital of the Company ($1.00, expire 21 July
2014); and
Termination of employment by the Company requires 12 month notice without cause and
immediately for cause related events.
•
•
•
•
(D) Share Based Compensation
Options
Options over shares in Manhattan are granted to Directors, consultants and employees as consideration
and are approved by a general meeting of shareholders. The Options are designed to provide long term
incentives for Executives and non Executives to deliver long term shareholder returns. Participants
are granted options which are granted for no issue price and the exercise prices will be such price as
determined by the Board (in its discretion) on or before the date of issue. Options are granted for no
consideration.
The terms and conditions of each grant of options (up to 30 June 2011) affecting remuneration in the
previous, this or future reporting periods are as follows:
GRANT DATE
DATE VESTED AND
EXERCISABLE
EXPIRY DATE
EXERCISE PRICE
VALUE PER
OPTION AT
GRANT DATE
PERCENT
VESTED
23 June 20081
23 December 2009
23 June 20082
23 June 2010
23 June 20082
23 June 2011
21 July 2009
21 July 2010
21 July 2009
21 July 2011
23 June 2013
23 June 2013
23 June 2013
21 July 2014
21 July 2014
$0.20
$0.30
$0.40
$0.60
$1.00
$0.11
$0.10
$0.09
$0.35
$0.32
100
-
-
100
-
1 Options were exercised during 2010.
2 Options terminated by mutual agreement on the Manhattan merger on 21 July 2009 and replaced with new options issued.
2011 A n n u Al R e p oR t
23
DIRe C toR’S RepoR t
MAn HAt tAn CoRpoR A tIon lI MIteD
Options granted carry no dividend or voting rights.
Details of options over ordinary shares in the Company provided as remuneration to each Director
of Manhattan and each of the Key Management Personnel of the Company are set out below. When
exercisable, each option is convertible into one ordinary share of Manhattan.
Further information on the options is set out in Note 24 to the Financial Statements.
OPTIONS
NUMBER OF OPTIONS GRANTED
DURING YEAR
NUMBER OF OPTIONS VESTED
DURING YEAR
Directors
Alan J eggers
Marcello Cardaci
John A G Seton
Robert Wrixon1
Key Management Personnel
Sam Middlemas
Total
2011
-
-
-
-
-
-
2010
4,500,000
1,000,000
1,000,000
2,000,000
1,000,000
9,500,000
2011
2,250,000
500,000
500,000
2010
-
-
-
1,000,000
1,000,000
500,000
4,750,000
-
1,000,000
1 2,000,000 Options terminated upon mutual agreement following the Manhattan merger on 21 July 2009, and replaced with
2,000,000 new options issued.
The assessed fair value at grant date of options granted to the individuals is allocated equally over the
period from grant date to vesting date, and the amount is included in the remuneration tables above.
Fair values at grant date are independently determined using a Black and Scholes option pricing model
that takes into account the exercise price, the term of the option, the impact of dilution, the share price
at grant date and expected price volatility of the underlying share, the expected dividend yield and the
risk free interest rate for the term of the option.
There were no new options issued during the year (2010: 11,600,000), and no new shares issued on
exercise of employee incentive options (2010: 1,000,000) by a Company Director or officer during the
Financial Year ended 30 June 2011.
(E) Additional Information
Details of Remuneration: Options
Options are issued to Directors and Executives as part of their remuneration. The options are not issued
based on performance criteria, but are issued to the majority of Directors and Executives of Manhattan
Corporation Limited to increase goal congruence between Executives, Directors and shareholders.
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MAn HAt tAn CoRpoRA tIon lIMIt eD
FINANCIAL
YEARS IN
WHICH
OPTIONS MAY
VEST
NUMBER OF
OPTIONS
ISSUED
MAXIMUM
TOTAL
VALUE OF
GRANT YET
TO VEST
$
2011, 2012
4,500,000
17,692
-
-
-
2011, 2012
1,000,000
2011, 2012
1,000,000
50
2011, 2012
2,000,000
3,932
3,932
-
-
2011, 2012
1,000,000
3,932
DIRECTORS OF
MANHATTAN
YEAR
GRANTED
VESTED
PERCENTAGE
FORFEITED
PERCENTAGE
Alan J eggers
Marcello Cardaci
John A G Seton
Robert Wrixon1
Key Management
Personnel
2009
2009
2009
2009
Sam Middlemas
2009
50
50
50
50
50
1 Options vesting in 2010 and 2011 were terminated upon mutual agreement following the Manhattan merger on 20 July 2009,
and replaced with new options issued.
(F) Loans to Directors and Executives
There were no loans to Directors and Executives during the Financial Year.
This is the end of the Audited Remuneration Report.
DIRECTORS’ INTERESTS
The relevant interest of each Director in the shares or options issued by the Company as notified by the
Directors to the ASX in accordance with S205G(1) of the Corporations Act 2001, at the date of this report are
as follows:
DIRECTORS
ORDINARY SHARES
OPTIONS OVER ORDINARY SHARES
Alan J eggers
29,201,461
2,000,000 ($0.20, 21 January 2012)
Marcello Cardaci
2,815,726
500,000 ($0.60, 21 July 2014)
500,000 ($1.00, 21 July 2014)
John A G Seton
24,658,721
2,000,000 ($0.20, 21 January 2012)
2,250,000 ($0.60, 21 July 2014)
2,250,000 ($1.00, 21 July 2014)
500,000 ($0.60, 21 July 2014)
500,000 ($1.00, 21 July 2014)
2011 A n n u Al R e p oR t
25
DIRe C toR’S RepoR t
MAn HAt tAn CoRpoR A tIon lI MIteD
SHARES UNDER OPTION
Unissued ordinary shares of Manhattan under option at the date of this Report are as follows:
DATE OPTIONS GRANTED
EXPIRY DATE
ISSUE PRICE OF SHARES
NUMBER UNDER OPTION
22 January 2008
22 January 2012
21 July 2009
21 July 2009
12 March 2010
12 March 2010
21 July 2014
21 July 2014
12 March 2015
12 March 2015
$0.20
$0.60
$1.00
$1.80
$2.20
2,250,000
5,050,000
4,050,000
100,000
100,000
No option holder has any right under the options to participate in any other share issue of the Company or
any other entity.
SHARES ISSUED ON THE EXERCISE OF OPTIONS
There were 849,379 options exercised during the Financial Year (2010: 6,750,000).
DIRECTORS’ MEETINGS
The number of Directors’ board meetings and the number of board meetings attended by each of the Directors
of the Company for the time the Director held office during the Financial Year were:
DIRECTORS
NUMBER ELIGIBLE TO ATTEND
NUMBER ATTENDED
Alan J eggers
Marcello Cardaci
John A G Seton
4
4
4
4
4
4
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party,
for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.
no proceedings have been brought or intervened in on behalf of the Company with leave of the Court under
section 237 of the Corporations Act 2001.
NON AUDIT SERVICES
The Company may decide to employ the Auditor on assignments additional to their statutory audit duties
where the Auditor’s expertise and experience with the Company is important. The Board has considered the
26
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DI Re C toR ’S RepoR t
MAn HAt tAn CoRpoRA tIon lIMIt eD
position and is satisfied that the provision of non audit services is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001, and would not compromise the Auditor’s
independence.
During the year the following fees were paid or payable for services provided by the Auditor of the Company,
its related practices and non related audit firms:
AUDIT SERVICES
Rothsay Chartered Accountants
Audit and Review of Financial Statements
tax Work under the Corporations Act 2001
Total Remuneration for Audit Services
DIRECTORS’ AND OFFICERS INSURANCE
2011
$
24,000
10,000
34,000
2010
$
20,000
5,000
25,000
During the Financial Year, Manhattan paid a premium to insure the Directors and the Company Secretary.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that
may be brought against the officers in their capacity as officers of the Company, and any other payments
arising from liabilities incurred by the officers in connection with such proceedings. This does not include
such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by
the officers of their position or of information to gain advantage for themselves or someone else or to cause
detriment to the Company. It is not possible to apportion the premium between amounts relating to the
insurance against legal costs and those relating to other liabilities.
AUDITORS’ INDEPENDENCE DECLARATION
A copy of the Auditors’ Independence Declaration as required under section 307C of the Corporations Act
2001 is set out on page 30 of the Annual Report.
Rothsay Chartered Accountants are appointed to office in accordance with section 327 of the Corporations
Act 2001.
Signed in accordance with a Resolution of the Directors.
DAteD at perth on 28 September 2011
ALAN J EGGERS
Executive Chairman
2011 A n n u Al R e p oR t
27
AuDItoR’S RepoRt
MAnHAt tAn CoRpoRAtI on lIM IteD
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20 11 A n n u A l R e p o R t
AuDI toR’S Rep oRt
MAnHAt tAn Co Rpo RAtI on lIMIteD
2011 A n n u A l R e p o R t
29
AuDItoR’S DeClARAtIon
MAnHAt tAn CoRpoRAtI on lIM IteD
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20 11 A n n u A l R e p o R t
F In An CI Al S tAt eMent S
MAn HAt tAn CoRpoRA tIon lIMIt eD
FInAnCIAl
StAteMentS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the Year Ended 30 June 2011
REVENUE
Revenue from Continuing Operations
EXPENSES
expenses excluding Finance Costs
Finance Costs
Loss Before Income Tax
Income tax expense
Loss For The Year
Total Comprehensive Loss for the Year
Attributable to Members of Manhattan
Corporation Limited
Basic Earnings/(Loss) Per Share
Diluted Earnings/(Loss) Per Share
Note
5
6
8
7
7
2011
$
3,740,187
2010
$
668,728
(6,106,608)
(1,640)
(5,845,009)
(2,463)
(2,368,061)
(5,178,744)
1,275,923
490,033
(1,092,138)
(4,688,711)
(1,092,138)
(4,688,711)
(1.2) cents
(5.7) cents
(1.2) cents
(5.7) cents
The Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying Notes that form part
of these Financial Statements.
2011 A n n u Al R e p oR t
31
FIn An CIAl S tAteMent S
MAn HAt tAn CoRpoR A tIon lI MIteD
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2011
ASSETS
Current Assets
Cash and Cash Equivalents
trade and other Receivables
Financial Assets at Fair Value
Total Current Assets
Non Current Assets
Property, Plant and Equipment
Exploration and Evaluation Expenditure
Total Non Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
trade and other payables
provisions
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed Capital
Reserves
Accumulated losses
Note
10
11
12
14
13
15
16
17
18
2011
$
695,667
775,940
1,874,000
3,345,607
30,794
6,932,198
6,962,992
2010
$
1,380,337
136,482
5,139,641
6,656,460
36,986
4,230,220
4,267,206
10,308,599
10,923,666
180,819
10,705
191,524
191,524
534,039
556,977
1,091,016
1,091,016
10,117,075
9,832,650
14,897,661
4,599,163
(9,379,749)
14,727,786
3,392,475
(8,287,611)
TOTAL EQUITY
10,117,075
9,832,650
The Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes that form part of
these Financial Statements.
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F In An CI Al S tAt eMent S
MAn HAt tAn CoRpoRA tIon lIMIt eD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended 30 June 2011
Consolidated
Note
Contributed
Equity
Options
Reserve
Accumulated
Losses
Total
Balance at 1 July 2009
Total Comprehensive Income
Transactions with Owners in Their Capacity as Owners
Shares Issued During the Year
$
$
$
$
6,075,793
645,504
(3,598,900)
3,122,397
-
8,651,993
-
-
(4,688,711)
(4,688,711)
-
-
8,651,993
2,746,971
14,727,786
3,392,475
(8,287,611)
9,832,650
Directors, Employees and Consultants Options
-
2,746,971
Balance at 30 June 2010
Total Comprehensive Income
Transactions with Owners in their Capacity as Owners
Shares Issued During the Year
12b
169,875
Directors, Employees and Consultants Options
-
1,206,688
-
-
-
(1,092,138)
(1,092,138)
-
-
169,875
1,206,688
Balance at 30 June 2011
14,897,661
4,599,163
(9,379,749)
10,117,075
The Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes that form part of
these Financial Statements.
2011 A n n u Al R e p oR t
33
FIn An CIAl S tAteMent S
MAn HAt tAn CoRpoR A tIon lI MIteD
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended 30 June 2011
Note
2011
Cash Flows From Operating Activities
payments to Suppliers and employees (inclusive of GSt)
Interest Received
$
(1,035,088)
21,869
Net Cash Flows From/(Used In) Operating Activities
23
(1,013,219)
Cash Flows From Investing Activities
Payments for Property, Plant and Equipment
Receipts from Sale of Property, Plant and Equipment
Purchase of Trading Securities
Sale of Trading Securities
Payments For Exploration and Evaluation
Net Cash Flows Used In Investing Activities
Cash Flows From Financing Activities
proceeds From Issue of Shares
Cost of Shares Issued
Net Cash Flows From/(Used In) Financing Activities
Net (Decrease)/Increase In Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Period
Cash Acquired from Manhattan Resources Merger
Cash and Cash Equivalents at End of Period
Non Cash Financing and Investing Activities
10
20
(8,715)
709
-
3,718,318
(3,551,638)
158,674
169,875
-
169,875
(684,670)
1,380,337
-
695,667
2010
$
(1,226,375)
63,751
(1,162,624)
(40,194)
-
(158,176)
606,241
(1,772,056)
(1,364,185)
1,350,000
(94,850)
1,255,150
(1,271,659)
981,885
1,670,111
1,380,337
The Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes that form part of these
Financial Statements.
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noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
noteS to tHe
FInAnCIAl StAteMentS
FoR tHe YeAR enDInG 30 June 2011
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial report are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.
(a) Basis of Preparation
This general purpose financial report has been prepared in accordance with Australian Accounting
Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Australian
Accounting Interpretations and the Corporations Act 2001.
Compliance with IFRS
The financial report of Manhattan Corporation Limited also complies with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board.
Historical Cost Convention
These Financial Statements have been prepared under the historical cost convention.
Critical Accounting Estimates
The preparation of financial statements in conformity with AIFRS requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of applying the
Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the Financial Statements are disclosed in Note 2.
Going Concern
The Company incurred a loss for the year of $1,092,138 (2010: $4,688,711) and a net cash outflow from
operating activities of $1,013,219 (2010: $1,162,624).
At 30 June 2011 the Group had cash assets of $695,667 (2010: $1,380,337) and working capital of $3,154,083
(2010: $5,565,444).
Included in the working capital the Group holds trading securities in ASX listed companies with a value of
$1,874,000 at 30 June 2011. These securities will be sold to fund the Group’s activities as required. Based on
this fact, the Directors consider it appropriate that the finance report be prepared on a going concern basis.
2011 A n n u Al R e p oR t
35
FIn An CIAl S tAteMent S
MAn HAt tAn CoRpoR A tIon lI MIteD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
(b) Basis of Consolidation
The consolidated financial statements incorporate the assets and liabilities of the Company’s wholly owned
subsidiary Manhattan Resources Pty Ltd as at 30 June 2011 and the results of the subsidiary for the year
then ended.
Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to
govern the financial and operating policies, so as to obtain benefits from its activities, generally accompanying
a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights
that are currently exercisable or convertible are considered when assessing whether the Group controls
another entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the Parent
Entity, using consistent accounting policies. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. they are de-
consolidated from the date that control ceases.
Intercompany transactions and balances, income and expenses and profits and losses between Group
companies, are eliminated.
Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s
equity therein. Minority interests consist of the amount of those interests at the date of the original
business combination and the minority’s share of changes in equity since the date of the combination.
Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s equity are allocated
against the interests of the Group except to the extent that the minority has a binding obligation and is able
to make an additional investment to cover the losses.
Investments in subsidiaries are accounted for at cost in the Statement of Financial Position of the Company.
(c) Segment Reporting
A business segment is identified for a group of assets and operations engaged in providing products or
services that are subject to risks and returns that are different to those of other business segments. A
geographical segment is identified when products or services are provided within a particular economic
environment subject to risks and returns that are different from those of segments operating in other
economic environments.
(d) Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as
revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties.
the Group recognises revenue when the amount of revenue can be reliably measured, it is probable
that future economic benefits will flow to the entity and specific criteria have been met for each of the
Group’s activities as described below. The amount of revenue is not considered to be reliably measurable
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noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical
results, taking into consideration the type of customer, the type of transaction and the specifics of each
arrangement.
(e) Income Tax
the income tax expense or revenue for the period is the tax payable on the current period’s taxable income
based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and to unused tax losses.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements.
However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that at the time of the transaction affects neither
accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that
have been enacted or substantially enacted by the year ending 30 June and are expected to apply when the
related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying
amount and tax bases of investments in controlled entities where the parent entity is able to control the
timing of the reversal of the temporary differences and it is probable that the differences will not reverse in
the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and
tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle
on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax balances
attributable to amounts recognised directly in equity are also recognised directly in equity.
(f) Impairment of Assets
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other assets
or company of assets (cash generating units). Non financial assets other than goodwill that suffered
impairment are reviewed for possible reversal of the impairment at each reporting date.
(g) Acquisition of Assets
Assets including exploration interests acquired are initially recorded at their cost of acquisition on the date
of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable
to the acquisition.
When equity instruments are issued as consideration, their market price at the end of acquisition is used as
fair value, except where the notional price at which they could be placed in the market is a better indication
of fair value.
2011 A n n u Al R e p oR t
37
FIn An CIAl S tAteMent S
MAn HAt tAn CoRpoR A tIon lI MIteD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
(h) Cash and Cash Equivalents
For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits
held at call with financial institutions, other short term, highly liquid investments with original maturities
of three months or less that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in
current liabilities on the Consolidated Statement of Financial Position.
(i) Exploration and Evaluation Expenditure
Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable
area of interest. these costs are only carried forward to the extent that they are expected to be recouped
through the successful development of the area or where activities in the area have not yet reached a stage
that permits reasonable assessment of the existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which
the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over
the life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to
carry forward costs in relation to that area of interest.
(j) Trade and Other Payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of Financial
Year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
(k) Contributed Equity
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. Incremental costs directly
attributable to the issue of new shares or options for the acquisition of a business are not included in the
cost of the acquisition as part of the purchase consideration.
(l)
Investments and Other Financial Assets
Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are
classified as either financial assets at fair value through profit or loss, loan and receivables, or available
for sale investments, as appropriate. When financial assets are recognised initially they are measured at
fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable
transaction costs. The Group determines the classification of its financial assets after initial recognition and,
when allowed and appropriate, re-evaluates this designation at each financial year end.
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noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
Financial Assets at Fair Value Through Profit or Loss
This category has two sub-categories: financial assets held for trading, and those designated at fair value
through profit or loss on initial recognition. A financial asset is classified in this category if acquired principally
for the purpose of selling in the short term or if so designated by management. the policy of management
is to designate a financial asset at fair value through profit or loss if there exists the possibility it will be sold
in the short term and the asset is subject to frequent changes in value. Derivatives are also categorised as
held for trading unless they are designated as hedges. Assets in this category are classified as current assets
if they are either held for trading or are expected to be realised within twelve months of the year ending 30
June.
Loans and Receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. They arise when the Group provides money, goods or services directly to a
debtor with no intention of selling the receivable. They are included in current assets, except for those with
maturities greater than twelve months after the year ending 30 June which are classified as non current
assets. loans and receivables are included in receivables in the year ending 30 June.
Available for Sale Financial Assets
Available for sale financial assets, comprising principally marketable equity securities, are non-derivatives
that are either designated in this category or not classified in any of the other categories. They are included
in non current assets unless management intends to dispose of the investment within twelve months of the
year ending 30 June.
purchases and sales of investments are recognised on trade date being the date on which the Group
commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction
costs for all financial assets not carried at fair value through profit or loss. Financial assets are derecognised
when the rights to receive cash flows from the financial assets have expired or have been transferred and
the Group has transferred substantially all the risks and rewards of ownership.
Available for sale financial assets and financial assets designated through profit or loss are subsequently
carried at fair value. Loans and receivables and held to maturity investments are carried at amortised cost
using the effective interest rate method. Realised and unrealised gains and losses arising from changes in
the fair value of the “financial assets at fair value through profit or loss” category are included in the income
statement in the period in which they arise. unrealised gains and losses arising from changes in the fair
value of non monetary securities classified as available for sale are recognised in equity in the net unrealised
gains reserve. When securities classified as available for sale are sold or impaired, the accumulated fair
value adjustments previously reported in equity are included in the income statement as gains and losses
on disposal of investment securities.
The Group assesses at each balance date whether there is objective evidence that a financial asset or group
of financial assets is impaired. In the case of equity securities classified as available for sale, a significant
or prolonged decline in the fair value of a security below its cost is considered in determining whether the
security is impaired. If any such evidence exists for available for sale financial assets, the cumulative loss,
measured as the difference between the acquisition cost and the current fair value, less any impairment
loss on that financial asset previously recognised in profit and loss is transferred from equity to the income
statement. Impairment losses recognised in the income statement on equity instruments classified as held
for sale are not reversed through the income statement.
2011 A n n u Al R e p oR t
39
FIn An CIAl S tAteMent S
MAn HAt tAn CoRpoR A tIon lI MIteD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
(m) Plant and Equipment
Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated
impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the
items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged
to the income statement during the financial period in which they are incurred.
Plant and equipment are depreciated on a reducing balance or straight line basis at rates based upon their
effective lives up to five years.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each year ending 30 June.
(n) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GSt, unless the GSt incurred
is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition
of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GSt receivable or payable. the net amount
of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables
in the year ending 30 June.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or
financing activities which are recoverable from, or payable to the taxation authority, are presented as
operating cash flow.
(o) Employee Benefit Provisions
Wages and Salaries, Annual Leave and Sick Leave
Liabilities for wages and salaries, including non monetary benefits, annual leave and accumulating sick
leave expected to be settled within 12 months of the year ending 30 June are recognised in respect of
employees’ services rendered up to the year ending 30 June and measured at amounts expected to be paid
when the liabilities are settled. Liabilities for non accumulating sick leave are recognised when leave is taken
and measured at the actual rates paid or payable. Liabilities for wages and salaries, and annual leave are
included as part of other payables.
Long Service Leave
Liabilities for long service leave are recognised as part of the provision for employee benefits and measured
as the present value of expected future payments to be made in respect of services provided by employees
to the year ending 30 June using the projected unit credit method. Consideration is given to expected future
salaries and wages levels, experience of employee departures and periods of service. expected future
payments are discounted using national government bond rates at the year ending 30 June with terms to
maturity and currency that match, as closely as possible, the estimated future cash outflows.
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noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
Share Based Payments
The Group provides benefits to employees (including Directors) in the form of share based payment
transactions, whereby employees render services in exchange for shares or options over shares (“equity
settled transactions”).
The fair value of options granted is recognised as an employee benefit expense with a corresponding increase
in equity (share option reserve). The fair value is measured at grant date and recognised over the period
during which the employees become unconditionally entitled to the options. Fair value is determined by an
independent valuator using a Black and Scholes option pricing model. In determining fair value, no account
is taken of any performance conditions other than those related to the share price of Manhattan (“Market
Conditions”).
(p) Earnings Per Share
Basic Earnings Per Share
Basic earnings per share is calculated by dividing profit/(loss) attributable to equity holders of the Group,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of
ordinary shares outstanding during the Financial Year, adjusted for bonus elements in ordinary shares
issued during the year.
Diluted Earnings Per Share
Diluted earnings per share adjust the figures used in the determination of basic earnings per share to
take into account the after income tax effect of interest and other financing costs associated with dilutive
potential ordinary shares and the weighted average number of additional ordinary shares that would have
been outstanding assuming the conversions of all dilutive potential ordinary shares.
(q) New Accounting Standards and UIG Interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for the
30 June 2011 reporting period.
The Group has assessed the impact of these new standards and interpretations not to be material to the
Group’s Financial Statements.
2. 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.
Key Estimates: Impairment of Exploration and Exploration Expenditure
The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that
may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset
is determined by Value in use calculations performed in assessing recoverable amounts and incorporate a
number of key estimates. The Group has made an impairment charge for the year which has been recognised
in the Income Statement.
2011 A n n u Al R e p oR t
41
FIn An CIAl S tAteMent S
MAn HAt tAn CoRpoR A tIon lI MIteD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
Share Based Payment Transactions
The Group measures the cost of equity settled share based payments at fair value at the grant date using the
Black and Scholes model taking into account the exercise price, the term of the option, the impact of dilution,
the share price at the grant date, the expected volatility of the underlying share, the expected dividend yield
and risk free interest rate for the term of the option.
3. SEGMENT INFORMATION
The Group operates in one industry, mineral resource exploration and assessment of mineral projects and in
one main geographical segment, being Australia.
4. FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate
risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on
the unpredictability of the financial markets and seeks to minimise potential adverse effects on the financial
performance of the Group. The Group does not use derivative financial instruments, however the Group uses
different methods to measure different types of risk to which it is exposed. These methods include sensitivity
analysis in the case of interest rate and other price risks, aging analysis for credit risk and at present are not
exposed to price risk.
Risk management is carried out by the Board of Directors with assistance from suitably qualified external and
internal advisors. The Board provides written principles for overall risk management and further policies will
evolve commensurate with the evolution and growth of the Group.
(a) Market Risk
(i) Foreign Exchange Risk
The Group does not currently operate internationally and therefore its exposure to foreign exchange
risk arising from currency exposures is limited.
(ii) Price Risk
The Group holds a number of available for sale equity investments. These material investments are
managed on an individual basis and all buy and sell decisions are approved by the Board of Directors.
The Group is not exposed to commodity price risk as the Group is still carrying out exploration.
(iii) Cash Flow and Fair Value Interest Rate Risk
The Group’s only interest rate risk arises from cash and cash equivalents and borrowings. Term deposits
and current accounts held with variable interest rates expose the Group to cash flow interest rate risk.
the Group does not consider this to be material to the Group and have therefore not undertaken any
further analysis of risk exposure.
42
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F In An CI Al S tAt eMent S
MAn HAt tAn CoRpoRA tIon lIMIt eD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
(b) Credit Risk
Credit risk is managed by the Board for the Group. Credit risk arises from cash and cash equivalents as well
as credit exposure including outstanding receivables and committed transactions. All cash balances held at
banks are held at internationally recognised institutions, with minimum independently rated rates of ‘A’.
The majority of receivables are immaterial to the Group. Given this the credit quality of financial assets that
are neither past due or impaired can be assessed by reference to historical information about default rates.
The maximum exposure to credit risk is the carrying amount of the financial assets of cash and trade and
other receivables to the value of $1,471,607 (2010: $1,516,819).
The following financial assets of the Group are neither past due or impaired:
FINANCIAL ASSETS
Cash and Cash Equivalents
trade and other Receivables
Total
(c) Liquidity Risk
2011
$
695,667
775,940
1,471,607
2010
$
1,380,337
136,482
1,516,819
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the
availability of funding through an adequate amount of committed credit facilities and the ability to close
out market positions. The Group manages liquidity risk by continuously monitoring forecast and actual cash
flows and matching the maturity profits of financial assets and liabilities. As at reporting date the Group
had sufficient cash reserves to meet its requirements. The Group therefore had no credit standby facilities
or arrangements for further funding in place.
The financial liabilities of the Group at reporting date were trade payables incurred in the normal course
of the business of $180,819 (2010: $534,039). these were non interest bearing and were due within the
normal 30 to 60 days terms of creditor payments. the Group had no borrowings during the year and have
therefore not undertaken any further analysis of risk exposure.
(d) Fair Value Estimation
The fair value of financial assets and liabilities must be estimated for recognition and measurement or for
disclosure purposes.
The fair value of financial instruments traded in active markets is based on current quoted market prices
at reporting date. The quoted market price used for financial assets held by the Group is the current
market price.
The carrying value less any required impairment provision of trade receivables and payables are assumed
to approximate their fair values due to their short term nature.
2011 A n n u Al R e p oR t
43
FIn An CIAl S tAteMent S
MAn HAt tAn CoRpoR A tIon lI MIteD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
5. REVENUES
REVENUES
Other Revenue From Continuing Operations
Interest
Revenue from Sale of Investments
Total
2011
$
21,869
3,718,318
3,740,187
2010
$
62,486
606,242
668,728
6. EXPENSES
(a) Expenses, Excluding Finance Costs, Included in the Income Statement
EXPENSES
Cost of Investments
legal Fees
Depreciation
ASX and Share Registry Fees
Consultant Fees
Rent
Employee Benefits
Exploration Impairment
Share Based payments
General and Administration Costs
Total Expenses, Excluding Finance Costs
(b) Finance Costs
FINANCE COSTS
Bank Fees and Charges
Interest expense
Total Finance Costs
7. EARNINGS (LOSS) PER SHARE
2011
$
2010
$
3,265,641
1,834,987
5,160
14,198
50,124
35,450
355,118
299,801
436,922
1,206,688
437,506
6,106,608
2011
$
1,640
-
1,640
8,638
5,063
47,374
58,050
347,221
333,460
151,691
2,746,970
311,555
5,845,009
2010
$
2,463
-
2,463
Basic earnings (loss) per share (“EPS”) amounts are calculated by dividing net loss for the year attributable to ordinary
equity holders of the parent by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings (loss) per share amounts are calculated by dividing the net loss attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding during the period (adjusted for
the effects of dilutive options).
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F In An CI Al S tAt eMent S
MAn HAt tAn CoRpoRA tIon lIMIt eD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
The following reflects the income and share data used in the total operations basic and diluted earnings (loss)
per share computations:
EARNINGS (LOSS) PER SHARE
Basic loss per Share
Loss Used in Calculating EPS
Weighted Average Number of Ordinary Shares
Outstanding During the Year Used in Calculating Basic EPS
2011
$
(0.012)
(1,092,938)
Number
90,298,504
2010
$
(0.057)
(4,688,711)
number
81,836,409
Diluted EPS is not disclosed as potential ordinary shares are not dilutive as their potential conversion to fully
paid shares would not increase the loss per share.
(a) Capital Allotment Subsequent To Year End
the Company has not undertaken any capital raising(s) post 30 June 2011.
8.
INCOME TAX EXPENSE
(a) Income Tax Expense
INCOME TAX EXPENSE
Current tax
Deferred tax
under (over) provided in prior Years
Total Income Tax Expense
(b) Deferred Income Tax Expense Comprises
DEFERRED INCOME TAX EXPENSE
(Decrease)/Increase in Deferred tax Asset
(Decrease)/Increase in Deferred tax liability
Total Deferred Income Tax Expense
2011
$
(731,250)
-
(544,673)
(1,275,923)
2011
$
-
(544,673)
-
2010
$
-
-
(490,033)
(490,033)
2010
$
-
544,673
544,673
No deferred tax has been recognised in either the Income Statement or directly in equity.
2011 A n n u Al R e p oR t
45
FIn An CIAl S tAteMent S
MAn HAt tAn CoRpoR A tIon lI MIteD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
(c) Reconciliation of Income Tax Expense to Prima Facie Tax Payable
RECONCILIATION OF INCOME TAX
Loss From Continuing Operations Before Income Tax
tax at the Australian rate of 30%
Tax Effect of Permanent Differences:
Exploration Expenses
Share Based payments expense
Realised Capital Gains
R&D Expenses Claimed as an Offset
Other Deductions
Benefits of Tax Losses Not Brought to Account
Temporary Differences
R&D Tax Offset
Total Tax Payable
2011
$
(2,368,061)
(710,418)
(679,517)
362,006
119,119
585,000
(35,054)
357,243
1,621
(731,250)
(731,250)
2010
$
(5,178,744)
(1,553,623)
-
824,091
-
-
15
729,517
-
-
-
(d) Tax Losses and Other Timing Differences for Which No Deferred Tax Asset has been Recognised
TAX LOSSES RECOGNISED
2011
$
unused tax losses with no Deferred tax Asset Recognised
2,997,709
Capital Raising Fees
Accrued Superannuation/Provision for Annual Leave
Total Tax Losses
-
11,491
3,009,200
2010
$
2,777,667
55,810
3,691
2,837,168
the Group has tax losses arising in Australia of $9,992,363 ($2,997,709 at 30% tax rate) (2010: $3,073,322)
of which no deferred tax asset has been recognised that are available indefinitely for offset against future
taxable profits of the Group.
9. DIVIDENDS PAID OR PROPOSED
there were no dividends paid or proposed during the year.
10. CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS
Cash at Bank and In Hand
Deposits at Call
Total Cash and Cash Equivalents
2011
$
110,141
585,526
695,667
2010
$
297,075
1,083,262
1,380,337
Cash at bank and in hand earns interest at floating interest rates based on the daily bank rates.
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noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
(a) Interest Rate Exposure
the Group’s exposure to interest rate risk is discussed in note 4.
(b) Reconciliation to Cash at the End of the Year
The above figures represent the cash at the end of the Financial Year as shown in the Statement of Cash Flows.
11. TRADE AND OTHER RECEIVABLES (CURRENT)
TRADE AND OTHER RECEIVABLES
GSt Receivable
tax Receivable
other Debtors
Total Trade and Other Receivables
(a) Fair Values and Credit Risk
2011
$
40,605
731,250
4,085
775,940
2010
$
130,302
-
6,180
136,482
Due to the short term nature of these receivables the carrying values represent their respective fair values
at 30 June 2011.
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables
mentioned above. Refer to Note 4 for more information on the risk management policy of the Group and
the credit quality of the entity’s receivables.
(b) Other Receivables
These amounts generally arise from transactions outside the usual operating activities of the Group.
Collateral is not normally obtained.
12. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS (CURRENT)
TRADING SECURITIES
Investments Held for Trading
2011
1,874,000
2010
5,139,641
All investments held in ASX listed companies using market values at year end.
13. EXPLORATION AND EVALUATION EXPENDITURE (NON CURRENT)
Recoverability of the carrying amount of exploration assets is dependent upon successful exploration and
development or sale of mineral deposits of the respective areas of interest. Carrying values were assessed in light
of exploration and current market conditions, and an impairment provision has been raised based on this review.
2011 A n n u Al R e p oR t
47
FIn An CIAl S tAteMent S
MAn HAt tAn CoRpoR A tIon lI MIteD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
EXPLORATION AND EVALUATION EXPENDITURE
As at 1 July
Capitalised During the Year
Impairment of Exploration Expenditure
As at 30 June
14. PROPERTY, PLANT AND EQUIPMENT (NON CURRENT)
PROPERTY, PLANT AND EQUIPMENT
Computer Equipment and Software
Cost or Fair Value
Accumulated Depreciation
Net Book Amount
opening net Book Amount
Additions
Disposals
Depreciation Charge for the Year
Closing Net Book Amount
15. TRADE AND OTHER PAYABLES (CURRENT)
TRADE AND OTHER PAYABLES
trade payables
other Creditors
Total Trade and Other Payables
2011
$
4,230,220
3,138,900
(436,922)
6,932,198
2011
$
48,909
(18,115)
30,794
36,986
8,715
(709)
(14,198)
30,794
2011
$
128,777
52,042
180,819
2010
$
2,172,505
2,209,406
(151,691)
4,230,220
2010
$
43,371
(6,385)
36,986
1,855
40,194
-
(5,063)
36,986
2010
$
495,354
38,685
534,039
Trade payables and other creditors are non interest bearing and will be settled on 30 to 60 day terms.
16. PROVISIONS (CURRENT)
PROVISIONS
Current
provisions for Annual leave
provisions for Deferred Income tax
Total Provisions
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20 11 A n n u Al R e p oR t
2011
$
10,705
-
10,705
2010
$
12,304
544,673
556,977
F In An CI Al S tAt eMent S
MAn HAt tAn CoRpoRA tIon lIMIt eD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
17. ISSUED CAPITAL
(a) Ordinary Shares
ISSUED CAPITAL
NOTE
2011
2010
2011
2010
Ordinary Shares
Issued and Fully paid
Total Contributed Equity
Shares
Shares
$
$
(a)
91,080,398
90,231,019
14,897,661
14,727,786
91,080,398
90,231,019
14,897,661
14,727,786
(b) Share Movements During the Year
SHARE MOVEMENTS
2011
2010
Number of
Shares
$
number of
Shares
$
1 July 2010
90,231,019
14,727,786
39,279,379
6,075,793
New Shares Issued During Year
Manhattan Merger
Conversion of Employee Options
-
-
-
-
Conversion of Vendor Options
849,379
169,875
Conversion of Founder Options
Costs Associated with Share Issue
-
-
-
-
44,201,640
7,396,843
1,000,000
750,000
200,000
150,000
5,000,000
1,000,000
-
(94,850)
30 June 2011
91,080,398
14,897,661
90,231,019
14,727,786
(c) Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group
in proportion to the number of and amounts paid on the shares held. On a show of hands every holder
of ordinary shares present at a meeting in person, or by proxy, is entitled to one vote, and upon a poll
each share is entitled to one vote. There is no authorised or par value share as prescribed in the Group’s
constitution.
(d) Capital Risk Management
The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern,
so that they can continue to provide returns to shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
2011 A n n u Al R e p oR t
49
FIn An CIAl S tAteMent S
MAn HAt tAn CoRpoR A tIon lI MIteD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
CAPITAL RISK MANAGEMENT
NOTE
total Borrowings
Less Cash and Cash Equivalents
10
Net Cash
Total Equity
Total Capital
18. RESERVES
2011
$
-
695,667
695,667
2010
$
-
1,380,337
1,380,337
10,117,075
10,812,742
9,832,650
11,212,987
SHARE BASED PAYMENT RESERVE
Balance at Beginning of the Year
Share Based payments
Total Share Based Payments Reserve
2011
$
3,392,475
1,206,688
4,599,163
2010
$
645,504
2,746,971
3,392,475
Nature and Purpose of Reserves
The share based payment reserve is used to recognise the fair value of options issued to Directors, consultants
and employees.
19. KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Directors
The following persons were Directors of Manhattan during the Financial Year:
Name
Alan J Eggers
Position
Executive Chairman
Marcello Cardaci Non Executive Director
Non Executive Director
Executive Director (resigned 31 July 2010)
John A G Seton
Robert Wrixon
(b) Key Management Personnel
The following persons were Key Management Personnel of Manhattan during the Financial Year:
Name
Position
Mr Sam Middlemas Company Secretary
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F In An CI Al S tAt eMent S
MAn HAt tAn CoRpoRA tIon lIMIt eD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
(c) Key Management Personnel Compensation
KEY MANAGEMENT PERSONNEL
COMPENSATION
Short Term Employee Benefits
Post Employment Benefits
Share Based payments
Total Compensation
2011
$
460,347
4,341
856,247
1,320,935
2010
$
651,159
25,004
2,293,441
2,969,604
(d) Remuneration of Directors and Key Management Personnel
(i) Remuneration of Directors and Key Management Personnel
Options provided as remuneration and shares issued on the exercise of such options, together with the
terms and conditions of the options, can be found in Section D of the Remuneration Report.
(ii) Option Holdings
The number of options over ordinary shares in the Company held during the Financial Year by each
Director of Manhattan and Key Management Personnel, including their personally related parties, are
set out below:
OPTION
HOLDINGS
BALANCE
AT START
OF YEAR
GRANTED
AS
COMPENSATION
EXERCISED
oTHER
CHANGES
BALANCE
AT
END OF
YEAR
VESTED
AND
EXERCISABLE
UNVESTED
Directors
Alan eggers
4,500,000
Marcello Cardaci1
1,000,000
John Seton
1,000,000
Robert Wrixon2
2,000,000
Key Management
Personnel
Sam Middlemas
1,000,000
Total
9,500,000
2011
-
-
-
-
-
-
2010
-
-
-
-
-
-
-
-
-
4,500,000
2,250,000
2,250,000
1,000,000
500,000
500,000
1,000,000
500,000
500,000
(2,000,000)
-
-
-
-
1,000,000
500,000
500,000
(2,000,000)
7,500,000
3,750,000
3,750,000
Directors
Alan eggers
-
4,500,000
-
Marcello Cardaci1
1,250,000
1,000,000
(1,250,000)
John Seton
-
1,000,000
-
-
-
-
4,500,000
1,000,000
1,000,000
Robert Wrixon2
3,000,000
2,000,000
(1,000,000)
(2,000,000)
2,000,000
David Riekie3
2,500,000
-
(2,500,000)
Key Management
Personnel
Sam Middlemas
-
1,000,000
-
-
-
-
1,000,000
Total
6,750,000
9,500,000
(4,750,000)
(2,000,000)
9,500,000
-
-
-
-
-
-
-
4,500,000
1,000,000
1,000,000
2,000,000
-
1,000,000
9,500,000
1 The options are held by Mr Marcello Cardaci as trustee for the MD Cardaci Family Trust.
2 Robert Wrixon resigned on 31 July 2010 as a Director. All vested options were retained and all unvested options lapsed on his resignation.
3 David Riekie resigned as a Non Executive Director on 29 July 2009.
2011 A n n u Al R e p oR t
51
FIn An CIAl S tAteMent S
MAn HAt tAn CoRpoR A tIon lI MIteD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
(iii) Share Holdings
The numbers of shares in the Company held during the Financial Year by each Director of Manhattan
Limited and Key Management Personnel of the Company, including their personally related parties are
set out below. There were no shares granted during the reporting period as compensation.
DIRECTORS AND OFFICERS
SHARE HOLDINGS
BALANCE AT THE
START OF THE YEAR
SHARES RECEIVED
ON MERGER
OTHER
CHANGES
BALANCE AT THE
END OF THE YEAR
Directors
Alan eggers
Marcello Cardaci
John Seton
Robert Wrixon1
Key Management Personnel
Sam Middlemas
Total
Directors
Alan eggers
Marcello Cardaci
Robert Wrixon1
John Seton
David Riekie2
2011
2010
27,182,617
2,815,726
3,407,260
1,120,000
585,726
35,111,329
7,104,379
1,250,000
120,000
250,000
2,537,500
-
-
-
-
-
-
2,018,844
29,201,461
-
-
(1,120,000)
2,815,726
3,407,260
-
25,000
923,844
610,726
36,035,173
18,943,560
315,726
-
3,157,260
1,134,678
1,250,000
1,000,000
-
-
(2,537,500)
27,182,617
2,815,726
1,120,000
3,407,260
-
Key Management Personnel
Sam Middlemas
Total
245,000
315,726
11,506,879
22,732,272
25,000
872,178
585,726
35,111,329
1 Robert Wrixon resigned on 31 July 2010 and his holding reduced to nil at date of resignation.
2 David Riekie resigned as a Non Executive Director on 29 July 2009.
(e) Loans to Key Management Personnel
There were no loans made or outstanding to Directors of Manhattan and Key Management Personnel of the
Company, including their personally related parties.
(f) Other Transactions with Key Management Personnel
(i) Alan J Eggers
Alan Eggers is a director of Wesmin Consulting Pty Ltd (“Wesmin”). Wesmin has provided his services as
Executive Chairman, personnel, office premises and administration staff to a value of $917,398 (2010:
$856,236) to Manhattan during the year on normal commercial terms.
(ii) Marcello Cardaci
Marcello Cardaci is a partner in the firm of Gilbert + Tobin (formerly Blakiston & Crabb) Lawyers. Gilbert
+ Tobin Lawyers has provided legal services of $21,371 (2010: $40,350) to Manhattan during the year
on normal commercial terms.
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MAn HAt tAn CoRpoRA tIon lIMIt eD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
(iii) Sam Middlemas
Sam Middlemas is a director of Sparkling Investments Pty Ltd (“Sparkling Investments”). Sparkling
Investments has provided company secretarial services of $35,450 (2010: $56,591) to Manhattan
during the year on normal commercial terms.
20. NON CASH INVESTING AND FINANCING ACTIVITIES
There were no non cash investing or financing activities during the year ended 30 June 2011.
21. SUBSEQUENT EVENTS AFTER END OF FINANCIAL YEAR
Since the end of the financial year no matters have arisen that have significantly affected or may significantly
affect the operations of the Group, results of those operations or the state of affairs in financial years subsequent
to 30 June 2011.
22. AUDITOR’S REMUNERATION
AUDIT SERVICES
Rothsay Chartered Accountants
Audit and Review of Financial Statements
tax Work under the Corporations Act 2001
Total Remuneration for Audit Services
2011
$
24,000
10,000
34,000
2010
$
20,000
5,000
25,000
23. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
RECONCILIATION OF CASH FLOWS FROM
OPERATING ACTIVITIES
2011
$
2010
$
(Loss) after Income Tax for the Period
(1,092,138)
(4,688,711)
Adjustments for:
Depreciation Expense
Exploration Provisions
(Profit)/Loss on Trading Securities
Share Based payments expense
Taxation movements
(Increase)/Decrease in trade and other Receivables
(Increase)/Decrease in prepayments
(Increase)/Decrease in trade and other payables
Cash Flow from/(Used In) Operations
14,198
436,922
(452,677)
1,206,688
(544,673)
(729,246)
87
147,620
(1,013,219)
5,064
151,691
1,228,745
2,746,970
(490,033)
1,265
45,697
(163,312)
(1,162,624)
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FIn An CIAl S tAteMent S
MAn HAt tAn CoRpoR A tIon lI MIteD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
24. SHARE BASED PAYMENTS
(a) Options
the following share based payment arrangements to Directors and employees existed at 30 June 2011.
All options granted to Director’s and employees are for ordinary shares in Manhattan Corporation Limited,
which confer a right of one ordinary share for every option held.
GRANT DATE
EXPIRY DATE
EXERCISE
PRICE
BALANCE
AT
START OF
YEAR
GRANTED
DURING
THE
YEAR
EXERCISED
DURING
THE
YEAR
FORFIETED
DURING
THE
YEAR
BALANCE AT
END
OF YEAR
VESTED &
EXERCISABLE
AT END OF
YEAR
21 July 2009
21 July 2014
21 July 2009
21 July 2014
12 March 2010
12 March 2015
12 March 2010
12 March 2015
Total Options
22 December 2006
30 June 2010
23 June 2008
23 June 2013
23 June 2008
23 June 2013
23 June 2008
23 June 2013
21 July 2009
21 July 2014
21 July 2009
21 July 2014
12 March 2010
12 March 2015
12 March 2010
12 March 2015
2011
2010
5,550,000
5,550,000
250,000
250,000
11,600,000
3,750,000
1,000,000
1,000,000
1,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
5,550,000
5,550,000
250,000
250,000
-
-
-
-
-
(3,750,000)
(1,000,000)
-
-
-
-
-
-
$0.60
$1.00
$1.80
$2.20
$0.20
$0.20
$0.30
$0.40
$0.60
$1.00
$1.80
$2.20
-
5,550,000
5,550,000
(1,000,000)
4,550,000
(150,000)
(150,000)
100,000
100,000
-
100,000
-
10,300,000
5,650,000
-
-
-
(1,000,000)
(1,000,000)
-
-
-
-
-
-
-
-
5,550,000
5,550,000
250,000
250,000
-
-
-
-
-
-
-
-
-
Total Options
6,750,000
11,600,000
(4,750,000)
(2,000,000)
11,600,000
The weighted average remaining contractual life of share options outstanding at the end of the period was
2.92 years.
(b) Expenses Arising From Share Based Payment Transactions
EXPENSE FROM SHARE BASED
PAYMENT TRANSACTIONS
NOTE
Options Issued During the Year
18
Total Expense
2011
$
1,206,588
1,206,588
2010
$
2,746,971
2,746,971
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25. PARENT ENTITY INFORMATION
PARENT ENTITY INFORMATION
Current Assets
total Assets
Current Liabilities
Total Liabilities
Net Assets
Issued Capital
Share Based payments Reserve
Accumulated losses
Total Equity
Loss of the Parent Entity
Total Comprehensive Loss of the Parent Entity
F In An CI Al S tAt eMent S
MAn HAt tAn CoRpoRA tIon lIMIt eD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
2011
$
198,596
14,602,923
191,524
5,086,024
9,516,899
14,897,661
4,599,163
(9,979,925)
9,516,899
(2,599,013)
(2,599,013)
2010
$
968,643
12,632,691
546,343
1,893,342
10,739,349
14,727,786
3,392,475
(7,380,912)
10,739,349
(3,782,012)
(3,782,012)
In 2009 Manhattan acquired a 100% interest in Manhattan Resources Pty Ltd and this subsidiary has been
consolidated since the acquisition on 21 July 2009.
26. COMMITMENTS
(a) Exploration Expenditure
Committed expenditures in accordance with tenement lease grant conditions:
EXPLORATION EXPENDITURE COMMITMENT
Annual Tenement Rental Obligations
Annual Exploration Expenditure Commitments
Total Exploration Expenditure Commitment
2011
$
92,518
745,500
838,018
2010
$
82,856
695,500
778,356
(b) Capital or Leasing Commitments
there are no capital or leasing commitments as at 30 June 2011.
27. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
The Directors are of the opinion that there are no contingent liabilities or contingent assets as at 30 June 2011.
2011 A n n u Al R e p oR t
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MAn HAt tAn CoRpoR A tIon lI MIteD
noteS to tHe FIn AnCIAl S tAteMent S
FoR tHe YeAR enDInG 30 June 2011
28. INTERESTS IN JOINT VENTURES
Manhattan has the following Joint Venture Interests:
(a) Exploration Joint Venture Agreements
During the year, Manhattan maintained its 100% interest in the Ponton Project and diluted in accordance
with the Farm In and Joint Venture Agreement terms with northern Minerals limited (see below) to a 60%
interest in the Gardner Range Project. The Company divested of its 90% interest in the Siccus Project during
the year.
(b) Gardner Range Farm In and Joint Venture Agreement
The Gardner Range tenements are currently subject to the Gardner Range Farm In and Joint Venture
Agreement dated 15 October 2009 (“Gardner Range JV”).
The joint venture is not a separate legal entity. It is a contractual arrangement between the participants
under the signed JV agreement.
The Gardner Range Project in Western Australia comprises four exploration licences E80/1735, E80/3275,
E80/3817 and E80/4081. During the year Northern Uranium Limited (“Northern”) earned a 60% interest
in Manhattan’s Gardner Range project by expenditure of $1.05 million. Northern is now operator of the
project and in a strategic alliance with French nuclear group, Areva NC, via Areva’s wholly owned Australian
subsidiary Afmeco Mining and Exploration Pty Ltd (“Afmeco”).
On Northern acquiring its 60% Farm In interest Northern and Manhattan have entered into a joint
venture with Manhattan holding a 40% interest. Manhattan has elected not to contribute to exploration
expenditure and have its interest free carried to the completion of a Pre Feasibility Study to develop a
mine and retain a 20% interest. On completion of the Pre Feasibility Study Manhattan has the option to
contribute to expenditure in accordance with its then interest or be free carried to the completion of a
Definitive Feasibility Study to develop a mine and retain a 10% interest.
The Joint Venture does not hold any assets and accordingly the Company’s share of exploration, evaluation
and development expenditure is accounted for in accordance with the policy set out in note 1. there are no
capital commitments or contingent liabilities associated with the Gardner Range Farm In and Joint Venture
Agreement.
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DI Re C toR ’S S tAt eMent
MAn HAt tAn CoRpoRA tIon lIMIt eD
DIReCtoRS’
StAteMent
In the opinion of the Directors of Manhattan Corporation Limited (“Manhattan”):
(a) the Financial Statements comprising the Consolidated Statements of Comprehensive Income, Financial
Position, Cash Flows, Statement of Changes in Equity and the Notes to Accompany the Financial
Statements as set out on pages 31 to 56 are in accordance with the Corporations Act 2001, and:
(i)
(ii)
comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
give a true and fair view of the financial position of Manhattan as at 30 June 2011 and of its
performance for the Financial Year ended on that date;
(b)
In the Directors’ opinion, there are reasonable grounds to believe that Manhattan will be able to pay its
debts as and when they become due and payable;
(c) The remuneration disclosures included in the Directors’ report (as part of the Audited Remuneration
report), for the year ended 30 June 2011, comply with section 300A of the Corporations Act 2001; and
(d) The Directors have been given the declarations required by section 295A of the Corporations Act 2001
from the Chief Executive and Chief Financial Officers for the Financial Year ended 30 June 2011.
This declaration is made in accordance with a resolution of the Board of Directors and is signed on behalf of
the Directors by:
ALAN J EGGERS
Executive Chairman
28 September 2011
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CoRpoRA te Go VeRn An Ce S tAteMent
MAn HAt tAn CoRpoR A tIon lI MIteD
CoRpoRAte
GoVeRnAnCe
StAteMent
This Statement summarises the main corporate governance practices in place
during the Financial Year, which comply with the ASX Corporate Governance
Council recommendations unless otherwise stated.
Further information about the Company’s corporate governance practices is set
out on the Company’s web site at www.manhattancorp.com.au. In accordance
with the recommendations of the ASX, information published on the web site
includes charters (for the Board and subcommittees), codes of conduct and
other policies and procedures relating to the Board and its responsibilities.
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MAn HAt tAn CoRpoRA tIon lIMIt eD
1. BOARD OF DIRECTORS
1.1 Role of Board and Management
ASX Principle 1
The Board of Manhattan Corporation Limited (“Manhattan”) is responsible for its corporate governance,
that is, the system by which the Company is managed. In governing the Company, the Directors must
act in the best interests of the Company as a whole. It is the role of senior management to manage the
Company in accordance with the direction and delegations of the Board and the responsibility of the
Board to oversee the activities of management in carrying out these delegated duties.
In carrying out its governance role, the main task of the Board is to drive the performance of the
Company. the Board must also ensure that the Company complies with all of its contractual, statutory
and any other legal obligations, including the requirements of any regulatory body. The Board has the
final responsibility for the successful operations of the Company. In addition, the Board is responsible
for identifying areas of significant business risk and ensuring arrangements are in place to adequately
manage those risks.
To assist the Board to carry out its functions, it has developed a Code of Conduct to guide the Directors
and key executives in the performance of their roles. The Code of Conduct is detailed in Section 3.1 of
this report.
The Board represents shareholders’ interests in developing and then continuing a successful mineral
resources business, which seeks to optimise medium to long term financial gains for shareholders. By not
focusing on short term gains for shareholders, the Board believes that this will ultimately result in the
interests of all stakeholders being appropriately addressed when making business decisions.
the Board is responsible for ensuring that the Company is managed in such a way to best achieve this
desired result. Given the size of the Company’s exploration and development activities, the Board
currently undertakes an active, not passive role.
The Board is responsible for evaluating and setting the strategic directions for the Company, establishing
goals for management and monitoring the achievement of these goals. The Executive Chairman is
responsible to the Board for the day to day management of the Company.
the Board has sole responsibility for the following:
•
•
•
•
•
•
Appointing and removing the Executive Chairman and any other Executive Director and approving
their remuneration;
Appointing and removing the Company Secretary/Chief Financial Officer and approving their
remuneration;
Determining the strategic direction of the Company and measuring the performance of
management against approved strategies;
Reviewing the adequacy of resources for management to properly carry out approved strategies
and business plans;
Adopting operating and exploration expenditure budgets at the commencement of each Financial
Year and monitoring the progress by both financial and non financial key performance indicators;
Monitoring the Company ’s medium term capital and cash flow requirements;
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•
•
•
•
Approving and monitoring financial and other reporting to regulatory bodies, shareholders and
other organisations;
Determining that satisfactory arrangements are in place for auditing the Company’s financial
affairs;
Reviewing and ratifying systems of risk management and internal compliance and control, codes
of conduct and compliance with legislative requirements; and
Ensuring that policies and compliance systems consistent with the Company’s objectives and best
practice are in place and that the Company and its officers act legally, ethically and responsibly on
all matters.
The Board’s role and the Company’s corporate governance practices are being continually reviewed and
improved as the Company’s business develops.
The Board convenes regular meetings with such frequency as is sufficient to appropriately discharge its
responsibilities.
The Board may from time to time, delegate some of its responsibilities listed above to its senior
management team.
The Executive Chairman is responsible for running the affairs of the Company under delegated authority from
the Board and implementing the policies and strategy set by the Board. In carrying out his responsibilities
the Executive Chairman must report to the Board in a timely manner and ensure all reports to the Board
present a true and fair view of the Company’s operational results and financial position.
The role of management is to support the Executive Chairman and implement the running of the general
operations and financial business of the Company, in accordance with the delegated authority of the Board.
1.2 Composition of the Board
ASX Principle 2
To add value to the Company, the Board has been formed so that it has effective composition, size and
commitment to adequately discharge its responsibilities and duties. The names of the Directors and their
qualifications and experience are disclosed in the Directors’ Report. Directors are appointed based on the
specific governance skills required by the Company and on the independence of their decision making
and judgement.
The Company’s Board during the year comprised one Executive and two Non Executive Directors. The
executive Director was Mr Eggers, Executive Chairman. The Company recognises the importance of Non
Executive Directors and the external perspective and advice that Non Executive Directors can offer.
none of the Board meets the independence criteria under the ASX Corporate Governance Council
Recommendation 2.1 as all Directors are either executives, shareholders or have been material
professional advisors or consultants to the Company within the last three years. the Board recognises
the Corporate Governance Council’s recommendation that a majority of a board should consist of
independent directors. the Board views the shareholdings of Directors as important, although this is
outside the ASX Recommendations criteria for independence, as it believes it more correctly aligns the
Board with shareholder interests. In considering the independence of Directors, the Board considers
issues of materiality and relies on thresholds for qualitative and quantitative materiality as contained in
the Board Charter which is disclosed on the Company’s web site.
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The Board believes the current structure is appropriate given the Company’s current size and activities.
The existing Directors provide the necessary diversity of qualifications, skills and experience and bring
quality and independent judgement to all relevant issues.
Mr Eggers currently holds the position of Executive Chairman which does not comply with ASX Corporate
Governance Recommendations 2.2 and 2.3. While the Board recognises the importance of a division
of responsibility and independence at the head of the Company, the existing structure is considered
appropriate and provides a unified leadership structure. Mr Eggers is the controlling shareholder of the
Company, and has been a major force in the current growth and direction of the Company. His in depth
knowledge of the uranium industry, his past position in growing a small exploration company into an
ASX top 200 company and his experience in growth strategies as presented to the Board has led to the
conclusion that at this stage of the Company’s development he is able to bring quality and independent
judgement to all relevant issues, and the Company benefits from his long standing experience of its
operations and business relationships.
If the Company’s activities increase in size, nature and scope the size of the Board will be reviewed and
the optimum number of Directors required for the Board to properly perform its responsibilities and
functions will be re assessed.
The Board acknowledges that a greater proportion of independent Directors is desirable over the longer
term and will be seeking to demonstrate that it is monitoring the Board’s composition as required.
The membership of the Board, its activities and composition is subject to periodic review. The criteria
for determining the identification and appointment of a suitable candidate for the Board shall include
the quality of the individual’s background, experience and achievement, compatibility with other Board
members, credibility within the Company’s scope of activities, intellectual ability to contribute to Board
duties and physical ability to undertake Board duties and responsibilities.
Directors are initially appointed by the full Board subject to election by shareholders at the next Meeting
of shareholders. Under the Company’s Constitution the tenure of Directors (other than a managing
director) is subject to reappointment by shareholders not later than the third anniversary following
their last appointment. Subject to the requirements of the Corporations Act 2001, the Board does not
subscribe to the principle of retirement age and there is no maximum period of service as a Director. A
managing director may be appointed for any period and on any terms the Directors think fit and, subject
to the terms of any agreement entered into, the Board may revoke any appointment.
There are procedures in place, agreed to by the Board, to enable Directors in furtherance of their duties
to seek professional advice at the expense of the Company.
The terms in office held by each Director at the date of this Corporate Governance Statement are as
follows:
Name
Alan J Eggers
Position
Executive Chairman
Marcello Cardaci Non Executive Director
Non Executive Director
John A G Seton
Appointed
2009
2007
2009
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1.3 Responsibilities of the Board
ASX Principle 1
In general, the Board is responsible for, and has the authority to determine, all matters relating to the
policies, practices, management and operations of the Company. It is required to do all things that may
be necessary to be done in order to carry out the objectives of the Company.
Without intending to limit this general role of the Board, the principal functions and responsibilities of
the Board include the following:
1.3.1 Leadership of the Company
Overseeing the Company and establishing codes that reflect the values of the Company and guide
the conduct of the Board, management and employees.
1.3.2 Strategy Formulation
Working with senior management to set and review the overall strategy and goals for the Company
and ensuring that there are policies in place to govern the operation of the Company.
1.3.3 Overseeing Planning Activities
Overseeing the development of the Company’s strategic plans (including exploration programmes
and initiatives) and approving such plans as well as the annual budget.
1.3.4 Shareholder Liaison
Ensuring effective communications with shareholders through an appropriate communications
policy and promoting participation at general meetings of the Company.
1.3.5 Monitoring Compliance and Risk Management
overseeing the Company’s risk management, compliance, control and accountability systems and
monitoring and directing the operational and financial performance of the Company.
1.3.6 Company Finances
Approving expenses in excess of those approved in the annual budget and approving and
monitoring acquisitions, divestitures and financial and other reporting.
1.3.7 Human Resources
Appointing, and, where appropriate, removing a managing director as well as reviewing the
performance of the managing director and monitoring the performance of senior management in
their implementation of the Company’s strategy.
1.3.8 Ensuring Health, Safety and Well Being of Employees
In conjunction with the senior management team, developing, overseeing and reviewing the
effectiveness of the Company’s occupational health and safety systems to ensure the well being of
all employees.
1.3.9 Delegating Authority
Delegating appropriate powers to the Executive Chairman to ensure the effective day to day
management of the Company and establishing and determining the powers and functions of the
Committees of the Board.
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1.4 Board Policies
ASX Principle 3
1.4.1 Conflicts of Interest
Directors must:
• Disclose to the Board actual or potential conflicts of interest that may or might reasonably be
thought to exist between the interests of the Director and the interests of any other parties in
carrying out the activities of the Company; and
If requested by the Board, within seven days or such further period as may be permitted, take
such necessary and reasonable steps to remove any conflict of interest.
•
If a Director cannot or is unwilling to remove a conflict of interest then the Director must, as per
the Corporations Act 2001, absent himself from the room when discussion and/or voting occurs
on matters about which the conflict relates.
1.4.2 Commitments
Each member of the Board is committed to spending sufficient time to enable them to carry out
their duties as a Director of the Company.
1.4.3 Confidentiality
In accordance with legal requirements and agreed ethical standards, Directors and key executives
of the Company have agreed to keep confidential, information received in the course of the
exercise of their duties and will not disclose non public information except where disclosure is
authorised or legally mandated.
1.4.4 Independent Professional Advice
The Board collectively and each Director has the right to seek independent professional advice at
the Company’s expense, up to specified limits, to assist them to carry out their responsibilities.
1.4.5 Related Party Transactions
Related party transactions include any financial transaction between a Director and the Company.
Unless there is an exemption under the Corporations Act 2001 from the requirement to obtain
shareholder approval for the related party transaction, the Board cannot approve the transaction.
1.4.6 Attestations by the Executive Chairman and Company Secretary
In accordance with the Board’s policy, the Executive Chairman and the Company Secretary/Chief
Financial Officer made the attestations recommended by the ASX Corporate Governance Council,
and s295A of the Corporations Act 2001 as to the Company’s financial condition prior to the Board
signing this Annual Report.
2. TRADING IN THE COMPANY’S SHARES
The Company’s Securities Trading Policy imposes basic trading restrictions on all employees and
consultants of the Company with ‘inside information’, and additional trading restrictions on the Directors
of the Company. The Company’s Securities Trading Policy was adopted by the Board of the Company and
last updated on 16 September 2011.
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‘Inside information’ is information that:
•
•
Is not generally available; and
If it were generally available, it would, or would be likely to, influence investors in deciding whether
to buy or sell the Company’s securities.
If an employee possesses inside information, the person must not:
•
•
•
Trade in the Company’s securities;
Advise others or procure others to trade in the Company’s securities; or
Pass on the inside information to others, including colleagues, family or friends knowing (or where
the employee or Director should have reasonably known) that the other persons will use that
information to trade in, or procure someone else to trade in, the Company’s securities.
This prohibition applies regardless of how the employee or Director learns the information (eg. even if
the employee or Director overhears it or is told in a social setting).
In addition to the above, Directors must notify the Company Secretary as soon as practicable, but not
later than 2 business days, after they have bought or sold the Company’s securities or exercised options.
In accordance with the provisions of the Corporations Act 2001 and the ASX Listing Rules, the Company
on behalf of the Directors must advise the ASX of any transactions conducted by them in the securities of
the Company.
please refer to the Company’s web site to review the Company’s Share trading policy.
3. BOARD COMMITTEES
The Board considers that the Company is not currently of a size, nor are its affairs of such complexity
to justify the formation of separate or special committees at this time. The Board as a whole is able to
address the governance aspects of the full scope of the Company’s activities and to ensure that it adheres
to appropriate ethical standards.
the Board has however established a framework for the management of the Company including a system
of internal controls, a business risk management process and the establishment of appropriate ethical
standards.
The full Board currently holds meetings at such times as may be necessary to address any general or
specific matters as required.
If the Company’s activities increase in size, scope and nature, the appointment of separate or special
committees will be reviewed by the Board and implemented if appropriate.
3.1 Audit Committee
ASX Principle 4
The full Board carries out the role of the audit committee. While this is a departure from ASX
Corporate Governance Council Recommendations 4.1 and 4.2, it provides a more efficient
mechanism based on the size of the Board and the complexity of the Company. the Board follows
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MAn HAt tAn CoRpoRA tIon lIMIt eD
the Audit Committee charter and there were two meetings during the year set aside to
deal with the issues and responsibilities usually delegated to the audit committee so as to
ensure the integrity of the Financial Statements of the Company and the independence of the
external auditor.
The Board in its entirety reviews the audited Annual Financial Statements and the audit reviewed
Half Yearly Financial Statements and any reports which accompany published Financial Statements.
The Board in its entirety considers the appointment of the external auditor and reviews the
appointment of the external auditor, their independence, the audit fee and any questions of
resignation or dismissal.
the Board is also responsible for establishing policies on risk oversight and management.
The Board members consider themselves to be financially literate and have industry knowledge,
and the Company Secretary is a qualified accountant and has the requisite financial expertise to
assist the Audit Committee with financial matters.
Please refer to the Company’s web site to review the Audit Committee charter.
3.2 Remuneration Committee
ASX Principle 9
The full Board carries out the role of the remuneration committee. While this is a departure from
ASX Corporate Governance Council Recommendation 9.1, it provides a more efficient mechanism
based on the size of the Board and the complexity of the Company. the Board follows the
Remuneration Committee charter and there was one meeting during the year set aside to deal
with remuneration issues.
The responsibilities of the Board in its entirety include setting policies for senior officers’
remuneration, setting the terms and conditions of employment for the Executive Chairman,
reviewing and setting Manhattan’s issue of options to employees and consultants, reviewing
superannuation arrangements, reviewing the remuneration of Non Executive Directors and
undertaking an annual review of the Executive Chairman’s performance, including, setting with
the Executive Chairman’s goals for the coming year and reviewing progress in achieving those
goals.
The Company is committed to remunerating its executives in a manner that is market competitive
and consistent with best practice as well as supporting the interests of shareholders.
There is no scheme to provide retirement benefits, other than statutory superannuation, to Non
Executive Directors.
For a full discussion of the Company’s remuneration philosophy and framework and the
remuneration received by Directors in the current period please refer to the Remuneration Report,
which is contained within the Directors’ Report.
Please refer to the Company’s web site to review the Remuneration Committee charter.
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3.3 Nomination Committee
ASX Principle 2
The full Board carries out the role of the nomination committee. While this is a departure from
ASX Corporate Governance Council Recommendation 2.4, it provides a more efficient mechanism
based on the size of the Board and the complexity of the Company. the Board follows the
Nomination Committee charter and sets aside time at Board meetings to deal with nomination
issues.
The responsibilities of the Board in its entirety include devising criteria for Board membership,
regularly reviewing the need for various skills and experience on the Board and identifying
specific individuals for nomination as Directors for review by the Board. The Board also oversees
management succession plans including the Executive Chairman, and evaluates the Board’s
performance and makes recommendations for the appointment and removal of Directors.
Directors are appointed based on the specific governance skills required by the Company. Given the
size of the Company and the business that it operates, the Company aims at all times to have at least
one Director with experience in the mining and exploration industry, appropriate to the Company’s
market. In addition, Directors should have the relevant blend of personal experience in:
• Accounting and financial management;
• Legal skills; and
• For the Executive Chairman the appropriate business experience.
Please refer to the Company’s web site to review the Nomination Committee charter.
4. ETHICAL STANDARDS
The Board acknowledges the need for continued maintenance of the highest standard of corporate
governance practice and ethical conduct by all Directors and employees of the Company.
4.1
Code of Conduct for Directors and Key Executives
ASX Principle 3
The Board has adopted a Code of Conduct for Directors and key executives to promote ethical and
responsible decision making. the code is based on a code of conduct for Directors prepared by the
Australian Institute of Company Directors.
In accordance with legal requirements and agreed ethical standards, Directors and key executives
of the Company:
• Will act honestly, in good faith and in the best interests of the whole Company;
• Owe a fiduciary duty to the Company as a whole;
• Have a duty to use due care and diligence in fulfilling the functions of office and exercising the
powers attached to that office;
• Will act with a level of skill expected from Directors and key executives of a publicly listed
company;
• Will use the powers of office for a proper purpose and in the best interests of the Company as
a whole;
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• Will demonstrate commercial reasonableness in decision making;
• Will not make improper use of information acquired as Directors and key executives;
• Will not disclose non public information except where disclosure is authorised or legally
mandated;
• Will not take improper advantage of the position of Director or use the position for personal
gain or to compete with the Company;
• Will not take advantage of Company property or use such property for personal gain or to
compete with the Company;
• Will protect and ensure the efficient use of the Company’s assets for legitimate business
purposes;
• Will not allow personal interests, or the interests of any associated person, to conflict with the
interests of the Company;
• Have an obligation to be independent in judgment and actions and Directors will take all
reasonable steps to be satisfied as to the soundness of all decisions of the Board;
• Will make reasonable enquiries to ensure that the Company is operating efficiently, effectively
and legally towards achieving its goals;
• Will not engage in conduct likely to bring discredit upon the Company;
• Will encourage fair dealing by all employees with the Company’s suppliers, competitors and
other employees;
• Will encourage the reporting of unlawful/unethical behaviour and actively promote ethical
behaviour and protection for those who report violations in good faith;
• Will give their specific expertise generously to the Company; and
• Have an obligation, at all times, to comply with the spirit, as well as the letter of the law and
with the principles of this Code.
4.2
Code of Ethics and Conduct
ASX Principle 3
the Company has implemented a Code of ethics and Conduct, which provides guidelines aimed at
maintaining high ethical standards, corporate behavior and accountability within the Company.
All Directors and employees are expected to:
• Respect the law and act in accordance with it;
• Respect confidentiality and not misuse Company information, assets or facilities;
• Value and maintain professionalism;
• Avoid real or perceived conflicts of interest;
• Act in the best interests of shareholders;
• By their actions, contribute to the Company’s reputation as a good corporate citizen, which
seeks the respect of the community and environment in which it operates;
• Perform their duties in ways that minimise environmental impacts and maximise workplace
safety;
• Exercise fairness, courtesy, respect, consideration and sensitivity in all dealings within their
workplace and with customers, suppliers and the public generally; and
• Act with honesty, integrity, decency and responsibility at all times.
An employee that breaches the Code of Ethics and Conduct may face disciplinary action. If an
employee suspects that a breach of the Code of ethics and Conduct has occurred or will occur, he
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or she must advise that breach to management. No employee will be disadvantaged or prejudiced
if he or she reports in good faith a suspected breach. All reports will be acted upon and kept
confidential.
As part of its commitment to recognising the legitimate interests of stakeholders, the Company has
established the Code of Ethics and Conduct to guide compliance with legal and other obligations to
legitimate stakeholders. These stakeholders include employees, government authorities, creditors
and the community as whole. this Code includes the following:
4.2.1 Responsibilities to Shareholders and the Financial Community Generally
ASX Principle 10
The Company complies with the spirit as well as the letter of all laws and regulations that
govern shareholders’ rights. the Company has processes in place designed to ensure the
truthful and factual presentation of the Company’s financial position and prepares and
maintains its accounts fairly and accurately in accordance with the generally accepted
accounting and financial reporting standards.
4.2.2 Employee Practices
The Company endeavours to provide a safe workplace in which there is equal opportunity
for all employees at all levels of the Company. The Company does not tolerate the offering
or acceptance of bribes or the misuse of the Company’s assets or resources.
4.2.3 Responsibilities to the Community
As part of the community the Company:
• Is committed to conducting its business in accordance with applicable environmental
laws and regulations and encourages all employees to have regard for the environment
when carrying out their jobs;
• Encourages all employees to engage in activities beneficial to their local community; and
• Supports community charities.
the Company supports the Indigenous Community:
• Is committed to conducting its business in accordance with applicable heritage laws
and regulations and encourages all employees to have regard for the specific rights of
indigenous communities when carrying out their jobs; and
• Encourages all employees to engage in activities beneficial to the indigenous community.
4.2.4 Responsibilities to the Individual
The Company is committed to keeping private information, which has been provided by
employees and investors confidential and protecting it from uses other than those for which
it was provided.
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4.2.5 Conflicts of interest
Employees and Directors must avoid conflicts as well as the appearance of conflicts between
their personal interests and the interests of the Company.
4.2.6 How the Company Monitors and Ensures Compliance with its Code
The Board, management and all employees of the Company are committed to implementing
this Code of ethics and Conduct and each individual is accountable for such compliance.
Disciplinary measures may be imposed for violating the Code.
5. DISCLOSURE OF INFORMATION
5.1
Continuous Disclosure to ASX
ASX Principle 5
The continuous disclosure policy requires all executives and Directors to inform the Executive
Chairman or, in their absence, the Company Secretary of any potentially material information as
soon as practicable after they become aware of that information.
Information is material if it is likely that the information would influence investors who commonly
acquire securities on ASX in deciding whether to buy, sell or hold the Company’s securities.
Information is not material and need not be disclosed if:
5.1.1 A reasonable person would not expect the information to be disclosed or it is material but
due to a specific valid commercial reason is not to be disclosed; and
5.1.2 The information is confidential; or
5.1.3 one of the following applies:
• It would breach a law or regulation to disclose the information;
• The information concerns an incomplete proposal or negotiation;
• The information comprises matters of supposition or is insufficiently definite to warrant
disclosure;
• The information is generated for internal management purposes;
• The information is a trade secret;
• It would breach a material term of an agreement, to which the Company is a party, to
disclose the information;
• It would harm the Company’s potential application or possible patent application; or
• The information is scientific data that release of which may benefit the Company’s
potential competitors.
The Executive Chairman is responsible for interpreting and monitoring the Company’s Disclosure
policy and where necessary informing the Board. the Company Secretary is responsible for all
communications with ASX.
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5.2
Communication with Shareholders
ASX Principle 6
The Company places considerable importance on effective communications with shareholders.
The Company’s communication strategy requires communication with shareholders and other
stakeholders in an open, regular and timely manner so that the market has sufficient information
to make informed investment decisions on the operations and results of the Company. The strategy
provides for the use of systems that ensure a regular and timely release of information about the
Company to be provided to shareholders. Mechanisms employed include:
• Announcements lodged with ASX;
• ASX Quarterly Reports;
• Half Yearly Report and Annual Report; and
• Presentations at the Annual General Meeting and General Meetings of shareholders.
The Board encourages the full participation of shareholders at the Annual General Meeting and
any General Meetings of shareholders to ensure a high level of accountability and understanding
of the Company’s strategy and goals.
Manhattan provides updates on any changes in its circumstances as and when they occur
by continuous disclosure in compliance with the ASX Listing Rules, press releases, investor
presentations and making all announcements and corporate information available on the
Company’s web site.
the Company also posts all reports, ASX and media releases and copies of business and investor
presentations on the Company’s web site.
6. RISK MANAGEMENT
6.1
Identification of Risk
ASX Principle 7
Manhattan operates in the mineral resource and energy sectors where there are a number of risk
factors inherent to the Company’s operations. The Company mitigates its risk factors primarily by
ensuring it has a suitably qualified and experienced Board of Directors with a range of professional
qualifications appropriate to the industry and business sector in which it operates.
Recognition of these risk factors and subsequent effective management, control and reporting
of risk are an essential part of the Company’s day to day operations to minimise potential losses
and create medium to long term shareholder wealth. the Board is responsible for the oversight,
adequacy and implementation of the Company’s risk management and control framework.
Responsibility for internal control and risk management is delegated to the appropriate level of
management within the Company with the Executive Chairman and Company Secretary having
ultimate responsibility to the Board for the identification of risk, risk management and internal
control framework.
Areas of strategic, operational, legal, reporting, compliance, business and financial risks are
identified, assessed and continually monitored by executive management to assist the Company to
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achieve its business objectives. These areas of risk are highlighted in the Business Plan presented
to the Board by the Executive Chairman on a regular basis. Arrangements put in place by the Board
to monitor risk management include monthly reporting by executive management to the Board in
respect of operations and the financial position of the Company and ensuring all legal, reporting
and compliance matters and obligations are met.
The main operational risks for Manhattan in the industry and business sector in which it operates
have been identified as:
• Sovereign risk, legislation and political issues;
• Government policies and changes to those policies;
• Financial and equity markets stability;
• Fluctuating commodity prices and demand;
• Fluctuating exchange rates;
• Compliance with licence and permit conditions;
• Land access, environmental and Native Title issues;
• Availability of specialist drilling, laboratory, exploration support and transport services;
• Availability of specialist airborne geophysical survey contractors and consultants;
• Availability of suitably experienced and qualified professionals, personnel and consultants;
•
• Availability of capital and debt facilities; and
• Retention of key executives and staff.
Increasing costs of operations;
These risks areas identified by the Company’s Board are provided here to assist shareholders
better understand the nature of the risks faced by the Company, and other companies, in the
industry sector in which it operates. They are not necessarily an exhaustive list.
6.2
Integrity of Financial Reporting
ASX Principle 7
In accordance with section 295A of the Corporations Act 2001 the Company’s Executive Chairman
and Chief Financial Officer report in writing to the Board that:
• The Financial Statements of the Company for each Half Year and Financial Year present a true
and fair view, in all material aspects, of the Company’s financial condition and operational
results and are in accordance with accounting standards;
• The financial records of the Company for each Half Year and Financial Year have been properly
maintained and the financial reporting is in accordance with section 295A(2) of the Corporations
Act 2001;
• The above statement is founded on a sound system of risk management and internal compliance
and control which implements the policies adopted by the Board; and
• The Company’s risk management and internal compliance and control framework is operating
efficiently and effectively in all material respects.
The Board notes that due to its nature, internal control assurance from the Executive Chairman and
Chief Financial Officer can only be reasonable and not absolute. This is due to such factors as the
need to apply judgment, reasonable enquiry and practical and efficient internal control systems,
inherent limitations to internal control and because much of the evidence available is persuasive
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and changing rather than conclusive and set and therefore is not and cannot be designed to detect
all weaknesses in control procedures.
Internal management accounts are prepared on a monthly basis, full Cash Flow Statements on a
quarterly basis and lodged with the ASX and a Half Year audit reviews and Financial Year audits
are completed by the Company’s independent Auditors. the Half Year and Financial Year Financial
Statements are lodged with ASX and posted on the Company’s web site.
6.3 Audit and Role of Auditor
ASX Principle 6
The Company’s internal preparation for the Half Yearly audit review and the Financial Year audit
includes preparing the Financial Statements and accompanying explanatory notes, conducting a
series of routine reviews and financial tests and reviewing the carrying values of all assets. The
Company’s Auditor is required to attend the Annual General Meeting and be available to answer
shareholder questions about the conduct of the audit and the preparation and content of the
Auditor’s Report.
7. PERFORMANCE REVIEW
ASX Principle 8
The Board has adopted and undertaken a self evaluation process to measure its own performance during
the Financial Year. this process included a review of the performance of the Board individually and as a
whole, and includes a review in relation to the composition and skills mix of the Directors of the Company.
Arrangements undertaken during the year to monitor the performance of the Company’s executives
included:
•
•
A review by the Board of the Company’s financial performance; and
Annual performance appraisal meetings incorporating analysis of key performance indicators with
each individual to ensure that the level of reward is aligned with respective responsibilities and
individual contributions made to the success of the Company.
8. ENVIRONMENTAL POLICY
the Company’s Board of Directors has formerly adopted an environmental policy that includes
Environmental Management Plans for its proposed resource exploration and development activities,
the adoption of the Australian Uranium Association Code of Practice and a comprehensive Radiation
Management Plan for its proposed exploration and development activities. The full Environmental
Policy including Management Plans and the Code of Practice are posted on the Company’s web site at
www.manhattancorp.com.au
8.1 Applicability
All Manhattan Corporation Limited (“Manhattan”) Directors, officers, employees, consultants,
contractors, business partners and suppliers are responsible for ensuring Manhattan’s
environmental policy is adhered to.
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8.2
Introduction
Manhattan has developed the Environmental Policy, that has been adopted by the Company’s
Board, as the Company believes excellence in environmental management performance and the
adoption of best practice in implementing its Environmental Policy is essential to business success
and compatible with delivering sustainable long term economic benefits to its shareholders
along with balancing the economic, social, community and environmental needs of sustainable
development. Manhattan also seeks to reduce the environmental footprint whilst generating
wealth and delivering value to shareholders.
The aim of the Environmental Policy is to provide an overarching framework for Manhattan to
achieve a sustainable high standard of environmental performance.
the Board will review this environmental policy regularly to ensure that it is current and that
the requirements of the Environmental Policy at all times meet resource industry standards of
excellence for environmental performance.
Manhattan is a Member of the Australian Uranium Association and has adopted its Code of
Practice that includes:
1. Continuous Improvement to Best Practice in Management;
2. Safely Manage, Contain and transport all Hazardous Materials, tailings and other Wastes;
3. Provide Adequately for Mine Closure and Rehabilitation;
4. Continuous Improvement in Best Practice in Radiation Control;
5. Adhere to all Applicable International, National, State and Local Authority Regulatory
Obligations; and
6. Provide Information about Uranium and its properties to Stakeholders.
The Australian Uranium Association’s Code of Practice is appended to this Policy and forms part of
this Company’s environmental policy.
Manhattan has further developed a specific Environmental Management Plan for its proposed
resource exploration and development activities within the Queen Victoria Spring Nature Reserve
at ponton in Western Australia. this environmental Management plan is appended to this policy
and forms part of the Company’s environmental policy.
These guidelines have been prepared by Manhattan Corporation Limited to provide information
relating to planning and implementing exploration activities within A Class reserves in Western
Australia to avoid, manage and mitigate impacts on conservation values, including Department of
Environment and Conservation (DEC) managed land.
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8.3
Environmental Objectives
Manhattan’s environmental objectives are achieved by:
(a) Complying with applicable environmental legislation as a minimum standard and applying
industry standards;
(b) Developing and implementing an Environmental Management System, including Environmental
and Radiation Management Plans for all its operations;
(c) Developing standards and building management systems to identify, assess and manage
environmental risks within its operations;
(d) Implementing and assigning Board and management accountability for Manhattan’s
environment standards, guidelines, procedures, reporting and performance;
(e) Striving to achieve continuous improvement in environmental performance;
(f) Ensuring all Manhattan’s Directors, officers, employees, consultants, contractors, business
partners and suppliers are fully aware of their environmental responsibilities;
(g) Consulting with government, local communities, land owners, local authorities, native title
claimants and holders, indigenous groups, interest groups and stakeholders in relation to
Manhattan’s operations, projects and proposed business and development activities;
(h) Undertaking regular
inspections, compliance reviews and audits on the Company’s
environmental performance and reporting; and
(i) Reporting environmental performance and compliance openly and transparently.
8.4 Responsibilities
The Company’s Board of Directors is responsible for the development, implementation, compliance
and reporting of Manhattan’s Environmental Policy and Environmental Management Plans and
the Company’s Chief Executive Officer and or Managing Director is accountable to the Board of
Directors for ensuring the Policy and plans are effectively implemented and monitored through
annual performance reviews.
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ASX ADDItIonAl
InFoRMAtIon
Additional information required by ASX Limited Listing Rules not disclosed elsewhere in this 2011 Annual
Report is set out below.
1. ANALYSIS OF SHAREHOLDINGS
As at 28 September 2011 Manhattan Corporation Limited has on issue 91,080,398 ordinary shares. All
issued ordinary fully paid shares carry one vote per share. there are six hundred and ninety seven (697)
holders of fully paid ordinary shares on Manhattan’s share register as at 28 September 2011.
1.1 Top Twenty Shareholders
The names of shareholders in Manhattan’s Top Twenty as at 28 September 2011 are as follows:
Rank
Holder
TOP 20 SHAREHOLDERS
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Minvest Securities (New Zealand) Limited
Nicholas P S Olissoff
Alan J Eggers & Associates
E S & J T Arron
thomas Allright
Claymore trustees limited
Marcello Cardaci
HSBC Custody Nominees (Australia) Limited
Forbar Custodians Limited
Residuum nominees pty ltd
Custodial Services Limited
HSBC Custody nominees (Australia) limited
uBS Wealth Management Australia nominees pty ltd
nefco nominees pty ltd
Wilhaja Pty Limited
Dr Robert Wrixon
Michael Ashforth
Jennifer F Fowler
Susan J Campbell
Sue N Rowles
TOTAL
Number
Percentage
21,251,461
23.33
7,986,962
7,950,000
4,071,956
3,793,665
3,407,260
2,815,726
2,520,175
2,409,176
2,350,000
2,056,697
1,737,835
1,617,009
1,000,000
1,000,000
1,000,000
947,178
900,000
836,939
756,452
8.77
8.73
4.47
4.17
3.74
3.09
2.77
2.65
2.58
2.26
1.91
1.78
1.10
1.10
1.10
1.04
0.99
0.92
0.83
70,408,491
77.30
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1.2 Spread of Security Holders
As at 28 September 2011 Manhattan had 697 holders of ordinary shares with the spread of security
holders as follows:
SPREAD OF SECURITY HOLDERS
Size of Holding
Number of Holders
Shares Held
Percentage Held
1
1,001
5,001
10,001
100,001
-
-
-
-
-
1,000
5,000
10,000
100,000
over
TOTAL
64
194
134
239
66
697
42,393
594,579
1,140,716
8,070,582
81,232,128
91,080,398
0.05
0.65
1.25
8.86
89.19
100.00
1.3 Minimum Holdings and Marketable Parcels
As at 28 September 2011 there were seventy eight (78) holders holding less than a Marketable parcel
of ordinary shares as defined in Chapter 19 of the ASX Listing Rules. A marketable Parcel is a parcel
of securities (ordinary shares) of not less than A$500.00 based on the closing price on SEATS.
1.4 Unlisted Options
The unissued ordinary shares of Manhattan under option as at 28 September 2011 total 11,550,000
options. The options do not carry a right to vote at a general meeting of shareholders. Manhattan’s
unlisted option details are as follows:
UNLISTED OPTIONS
Vesting Date
Exercise Price
Number of Options
Number of Holders
Expiry Date
n/A
20 July 2010
20 July 2011
21 March 2011
21 March 2012
TOTAL
$0.20
$0.60
$1.00
$1.80
$2.20
2,250,000
5,050,000
4,050,000
100,000
100,000
11,550,000
2
6
5
1
1
21 January 2012
21 July 2014
21 July 2014
12 March 2015
12 March 2015
1.5 Restricted Securities Subject to Escrow Period
As at 28 September 2011 the Company had no ordinary shares or options with rights to acquire
ordinary shares the subject of escrow.
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1.6
Substantial Shareholders
The following are registered by the Company as at 28 September 2011 as substantial security
holders in the Company, having declared the following relevant interests in voting securities in
terms of section 671B of the Corporations Act 2001:
SUBSTANTIAL SHAREHOLDERS
Substantial Security Holder
Number
Percentage
Alan J eggers and Associates
Nicholas P S Olissoff
TOTAL
29,201,461
7,986,962
37,188,423
32.06
8.77
40.83
1.7 Share Registrar
Manhattan’s share register is maintained in Perth at:
Computershare Investor Services Pty Ltd
level 2, Reserve Bank Building
45 St Georges terrace
peRtH WA 6000
Investor Enquiries: 1300 850 505 (within Australia)
International:
Facsimile:
Web Site:
+61 3 9415 4000
+61 8 9323 2033
www.computershare.com.au
1.8 Voting Rights
on a show of hands every shareholder present in person or by a proxy shall have one vote and
upon a poll each fully paid ordinary share shall have one vote.
1.9
Stock Exchange Listings
Manhattan’s ordinary shares have been granted quotation on the Australian Stock Exchange
Limited (“ASX”). ASX code MHC.
1.10 On Market Buyback
Currently, there is no on market buy back of the Company’s securities.
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2. TENEMENT SCHEDULE
As at 28 September 2011 Manhattan held interests in the following exploration tenements:
Tenement
Number
Project
Registered
Holder(s)
Manhattan’s
Interest
Date Granted
Expiry Date
Area
Notes
WESTERN AUSTRALIA
e39/1140
ponton
e39/1141
ponton
e39/1142
ponton
e39/1143
ponton
e39/1144
ponton
e28/1523
ponton
e28/1898
ponton
e28/1979
ponton
e28/1983
ponton
e28/2004
ponton
e28/2047
ponton
e28/2048
ponton
e39/1541
ponton
e39/1542
ponton
e39/1543
ponton
e39/1544
ponton
e39/1545
ponton
e39/1593
ponton
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
e80/1735
Gardner Range
MHC/nMl
e80/3275
Gardner Range
MHC/nMl
e80/3817
Gardner Range
MHC/nMl
e80/4081
Gardner Range
MHC/nMl
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
40%
40%
40%
40%
(1)
(1)
(1)
(1)
(1)
24 Aug 2006
23 Aug 2011
18 sub blocks
24 Aug 2006
23 Aug 2011
18 sub blocks
24 Aug 2006
23 Aug 2011
35 sub blocks
24 Aug 2006
23 Aug 2011
35 sub blocks
24 Aug 2006
23 Aug 2011
35 sub blocks
26 nov 2008
25 nov 2013
20 sub blocks
11 Aug 2011
10 Aug 2016
64 sub blocks
21 July 2010
20 July 2015
74 sub blocks
17 Aug 2011
16 Aug 2016
48 sub blocks
17 Aug 2011
16 Aug 2016
62 sub blocks
3 nov 2010
2 nov 2015
11 sub blocks
3 nov 2010
2 nov 2015
6 sub blocks
App
App
76 sub blocks
(2)
05 oct 2010
04 oct 2015
59 sub blocks
28 Apr 2011
27 Apr 2016
31 sub blocks
28 Apr 2011
27 Apr 2016
11 sub blocks
05 oct 2010
04 oct 2015
47 sub blocks
19 May 2011
18 May 2016 71 sub blocks
15 Mar 1994
14 Mar 2012
12 sub blocks
11 nov 2005
10 nov 2012
54 sub blocks
23 oct 2008
22 oct 2013
70 sub blocks
03 Mar 2009
02 Mar 2014
43 sub blocks
(3)
(3)
(3)
(3)
epM17320 Annable north
MRpl
100%
App
App
16 sub blocks
(4)
QUEENSLAND
NOTES
Application for extension lodged with DMP on 25 July 2011
Application lodged with DMP on 29 January 2010
Northern Minerals Limited has right to earn 80% interest by sole funding and completing mining prefeasibility study
Application lodged with DME on 1 February 2008 (Annable North)
(1)
(2)
(3)
(4)
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2. TENEMENT SCHEDULE (continued)
ABBREVIATIONS
E
EPM
km2
App
Exploration Licence WA
Exploration Permit Minerals QLD
Square Kilometre
Application Lodged
DMP
DME
MHC
MRPL
NML
Western Australian Department of Mines and petroleum
Queensland Department of Mines and Energy
Manhattan Corporation Limited ABN 61 123 156 089
Manhattan Resources Pty Ltd ABN 81 127 373 871
northern Minerals limited ABn 61 119 966 353
Western Australia
Ponton Project
Gardner Project
Queensland
755 sub blocks
179 sub blocks
Annable Project
16 sub blocks
AREAS
1 Sub block
total Area
total Area
1 Sub block
total Area
2.97km2
2,140km2
550km2
3.20km2
52km2
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BUSINESS OFFICE
Ground Floor
15 Rheola Street
West Perth WA 6005
PO Box 1038
West Perth WA 6872
Telephone : +61 8 9322 6677
Facsimile : +61 8 9322 1961
Email
Website
: info@manhattancorp.com.au
: www.manhattancorp.com.au