“Positive outlook to return with solid fundamentals in the uranium sector”
“Uranium market observers believe the worst is over and the outlook for the global
uranium industry is brighter, based on the sound fundamentals of the sector, with
uranium having a very positive future in the medium to longer term
BHP Billiton’s sale of its WA Yeelirrie uranium deposit to Canada’s Cameco reaffirms
that the emerging uranium industry in WA has a future, WA as a good place to invest
in the sector, the big players are still acquiring quality assets at reasonable prices and
there is a sound future for the industry”
CORPORATE DIRECTORY
CHAIRMAN’S REVIEW
REVIEW OF OPERATIONS
DIRECTORS’ REPORT
AUDITOR’S REPORT
AUDITOR’S DECLARATION
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
DIRECTORS’ STATEMENT
CORPORATE GOVERNANCE STATEMENT
ASX ADDITIONAL INFORMATION
ANALYSIS OF SHAREHOLDINGS
TENEMENT SCHEDULE
1
2
6
17
29
31
32
32
33
34
35
36
57
58
75
75
78
COR PORAT E DIR EC TORY
MANHAT TA N CORPO RATI ON LIMI TE D
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
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:
www.computershare.com.au
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
“Nuclear fleet continues to expand world wide”
the
from
“Globally, apart
major nuclear powered states have recently
reaffirmed their commitment to maintain and
expand their nuclear capacity”
Japan, all
in
2012 A N N U A L R E P O R T
1
CHAIRMAN’S REVIEW
MANHAT TAN CORPO RATI ON LIM I TED
27 September 2012
Dear Shareholders and Investors
I’m pleased to, on behalf of the Board and our
executive team, present Manhattan’s 2012
Annual Report, Financial Statements for the
year ended 30 June 2012 and a review of the
uranium sector and its outlook.
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The year in review
Over the past year, post Fukushima, the uranium sector has struggled to regain the pre GFC or 2010 optimism
and confidence with nervous investors and end users adopting a “wait and see” attitude. Yellowcake spot
prices have remained depressed, for most of the year, at around US$50lb.
Combined with weak, volatile and declining world equity markets most uranium shares, including Manhattan’s,
have lost considerable value during the year. Trading is thin in the junior end of the markets with share prices
fragile as the European debt crisis unfolds and nervous investors stay out of equities.
The capital markets, by mid 2012, are effectively closed for junior mining companies leaving few options open
for capital raising to fund the Company’s forward development plans at Ponton.
Positive outlook to return with solid fundamentals in the uranium sector
Uranium market observers believe the worst is over and the outlook for the global uranium industry is
brighter, based on the sound fundamentals of the sector, with uranium having a very positive future in the
medium to longer term.
In August 2012 BHP Billiton announced the sale for US$430 million the sale of its WA Yeelirrie uranium deposit
to Canada’s Cameco for US$430 million or around US$3.50lb in the ground. Cameco is the world’s largest
uranium producer and Tim Gitzel, Cameco’s CEO, commented “Yeelirrie represents an attractive deposit that
fits well with Cameco’s vision and corporate strategy”.
This transaction reaffirms that the emerging uranium industry in WA has a future, WA as a good place to
invest in the sector, the big players are still acquiring quality assets at reasonable prices and there is a sound
future for the industry.
Respected resource analyst Gavin Wendt commented in his August 2012 minelife bulletin “Nevertheless,
[despite the impact of Fukushima] the point remains that there is a tremendous opportunity presenting itself
for companies that want to strengthen their position in the uranium business. Accordingly, I remain confident
with respect to the medium to longer term nuclear energy picture and anticipate that uranium prices and
uranium equities should begin to recover during 2013.”
Nuclear fleet continues to expand world wide
Globally, apart from in Japan where 48 reactors remain offline and are yet to be restarted, there are no signs
of a slowdown in the nuclear industry or uranium primary fuel consumption with the medium to long term
outlook for the uranium industry and nuclear power positive. All the major nuclear powered states have
recently reaffirmed their commitment to maintain and expand their nuclear capacity.
In addition to the 433 operating plants in 30 countries there are 65 new reactors under construction with
another 160 at the advanced planning or approval stage. As well there are 240 research and medical isotope
reactors and 140 nuclear powered submarines, aircraft carriers and icebreakers operating worldwide.
Uranium supply crunch hits industry from 2013
These reactors are consuming over 200Mlb of uranium oxide a year. Primary mine supply worldwide is around
120Mlb with the shortfall in supply being met by inventories (now at very low levels), recycling of mixed oxide
material (MOX) and dilution of weapons grade material.
Uranium demand is predicted to be 320Mlbs a year in 10 years with a fuel supply shortfall looming of 85Mlbs
by 2014 and, now, as much as 200Mlbs a year by 2022. The supply gap will have to be made up with new
mines over the coming years.
2012 A N N U A L R E P O R T
3
CHAIRMAN’S REVIEW
MANHAT TAN CORPO RATI ON LIM I TED
Secondary HEU supply to cease in 2013
A major source of secondary supply, the Russian HEU commercial agreement, is coming to an end in 2013.
This weapons grade material, when diluted down to reactor grade fuel for nuclear power plants, is equivalent
to removing 35 to 40Mlb a year from the supply equation.
New uranium supply is challenged
Primary mine production will remain flat for the foreseeable future with current uranium prices simply too
low to justify the financing risk of building new hard rock mines or expanding existing ones. A number of
high profile development projects including the massive Olympic Dam expansion and the Kintyre projects
in Australia have recently been deferred or delayed. These two projects were expected to put hundreds of
millions of pounds of uranium supply into the markets in the coming decade.
Olympic Dam expansion deferred indefinitely and Kintyre delays
BHP Billiton announcing it has deferred indefinitely the expansion of its Olympic Dam uranium copper gold
mine in South Australia removes 42Mlbs from near to medium term primary production supply.
Cameco’s announcement that further work and additional uranium resources are required at the current
uranium price to support the investment decision on development of its Kintyre uranium project in WA
(jointly owned with Mitsubishi of Japan) also removes medium term production from the supply curve.
Manhattan has 100% control of the world class ISL Ponton uranium in WA
In 2011 Manhattan reported a 17.2Mlb uranium oxide inferred resource with additional exploration targets
defined of 33 to 67Mlb of shallow sand hosted uranium mineralisation at Ponton.
The world class Ponton uranium project is favourably located in an emerging uranium producing state, the
project economics are compelling, off the shelf tried, proven, low cost in situ leach technology required and
has an experienced management team with access to capital to take the project forward.
The potential size of Manhattan’s low cost ISL uranium project sets Manhattan’s Ponton project apart from
its competitors
Double 8 deposit inferred resource ranks as number 20 in Australia and 7th largest reported resource in
Western Australia with identified exploration targets lifting the resource potential at Ponton to one of
Australia’s top 10 projects with further potential to expand on this resource base during the drill out. The
shallow sand hosted Ponton deposit is also likely to be in the lower quartile of the production cost curve and,
even at today’s uranium spot price, is an attractive development proposition with robust economics.
Tetra Tech’s desktop scoping study confirms Ponton project’s low operating costs and modest capital
requirements
Tetra Tech’s 2011 desktop scoping study of Manhattan’s shallow permeable palaeochannel sand hosted
uranium resources and targets at Ponton is positive and confirms the project has potential to be a viable,
sustainable ISL uranium producer with low operating costs and modest capital requirements to develop.
Exploration access and resource upgrades priority at Ponton
Manhattan needs to secure drill access to expand and upgrade its reported sand hosted uranium resources
and define new deposits at Ponton. Also, application of revised disequilibrium conversion factors to reported,
and future, resource estimates will likely lead to upgraded uranium oxide inventories for the project.
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Exploration and development access to Ponton
To expand and upgrade its reported sand hosted uranium resources, and define new deposits at Ponton,
Manhattan needs to complete resource definition drilling along the palaeochannels within the Queen Victoria
Spring Nature Reserve (”QVSNR”). A staged proposal has now been developed and put forward to the West
Australian government seeking the approvals it requires for drill access to the northwest corner of the QVSNR,
located approximately 200km northeast of Kalgoorlie. The proposal is now under consideration by the WA
government.
Whilst delays have been encountered with gaining access these approvals are required to drill out and
undertake feasibility studies to develop the project.
Ponton resource estimates upside
Manhattan has completed 105 disequilibrium analyses on drill samples to establish conversion factors for
down hole gamma probe data to grade eU3O8 for drilling at Ponton. The preliminary disequilibrium data for
Stallion and Highway prospects ranges from negative at very low grades (>80ppm) to strongly positive, of 1 to
over 3, at higher grades. If confirmed these conversion factors are likely to facilitate an upward revision of the
uranium oxide reported for inferred resources and exploration targets at Ponton.
To confirm these conversions, at a higher confidence level, a further 100 drill samples are now being tested
for secular disequilibrium at Ansto in NSW. The additional Ansto data is anticipated to be delivered by late
2012. On receipt conversion factors will be confirmed by the Company’s independent resource consultants
and revised resource estimates modelled.
Manhattan well positioned to benefit from market dynamics and pressures on supply
As market sentiment returns to the uranium sector, the imminent supply gap of nuclear fuel unfolds and
the uranium price recovers as the rapidly expanding reactor fleet seeks sustainable supplies of primary fuel
Manhattan’s large, competitive resource base will be under international pressure to be developed.
The Company, with an expanding resource base with favourable economics amenable to low environmental
impact production technology, is well positioned to take advantage of a tremendous opportunity presenting
itself to deliver substantial returns to investors.
ALAN J EGGERS
Executive Chairman
27 September 2012
2012 A N N U A L R E P O R T
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MANHAT TAN CORPO RATI ON LIM I TED
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
(Figure 1).
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REVIEW OF OPERATIONS
FIGURE 1: MANHATTAN’S AUSTRALIAN URANIUM PROJECTS
Drilling within the palaeochannels at Ponton has established extensive continuity of the carbonaceous sand
hosted uranium mineralisation for over 55km of strike.
In 2011 Manhattan reported a JORC Inferred Resource estimate for the Double 8 uranium deposit at Ponton
of 17.2 million pounds (“Mlb”) uranium oxide (“U3O8”) at a 200ppm cutoff. In addition, Exploration Results
reported by Manhattan in 2011 identified further 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 gain exploration access approval to its granted key Exploration Licence,
E28/1898 located mostly within the Queen Victoria Spring Nature Reserve (“QVSNR”), or have the licence
excised from the Reserve. On gaining exploration access to E28/1898 Manhattan will recommence drill testing
and evaluation of the Double 8 uranium deposit and the Exploration Targets identified at Double 8, Stallion
South, Highway South and Ponton prospects that will underpin the future development of the project.
Manhattan also retains a 40% interest in the Gardner Range uranium, rare earth and gold project in WA
(Figure 1) where Northern Minerals Limited 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 also
continues to review M&A proposals and advanced uranium project acquisition opportunities to grow the
Company and generate additional shareholder value.
2012 A N N U A L R E P O R T
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MANHAT TAN CORPO RATI ON LIM I TED
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 2,460km2 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
E39/1543
E39/1140
E39/1544
E39/1657
E39/1542
E39/1141
Emperor
Shogun
Mulga Rock Uranium Deposits
(EMA) Resource: 60Mlb U3O8
E39/1142
Ambassador
E39/1541
E28/2237
2,460km2
E39/1143
E39/1142
E28/1523
SHELF
E39/1545
E39/1144 E28/2047
STALLION
E39/1593
HIGHWAY
E28/2048
EAST ARM
STALLION SOUTH
HIGHWAY SOUTH
DOUBLE 8
URANIUM DEPOSITS
E28/1983
PONTON
E28/1979
E28/1898
URANIUM TARGETS
PONTON PALAEOCHANNEL
QUEEN VICTORIA SPRING
NATURE RESERVE
REE TARGETS
CUNDEELEE
CARBONATITES
E28/2004
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. The resource potential for these three prospects will be assessed when further
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MANHAT TA N CORPO RATI ON LIMI TED
secular disequilibrium data are received, models refined and conversion procedures for Manhattan’s down
hole gamma probe data to grade eU3O8 are finalised by the Company’s independent resource consultants.
105 sonic drill core disequilibrium determinations from the Stallion and Highway deposits show a positive
disequilibrium factor of 1 to over 3 above 100ppm U3O8. This 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 and the Exploration Targets at Double 8, Stallion South, Highway South
and Ponton.
A further 100 drill samples from Stallion and Highway deposits have been despatched to Ansto Minerals
in Sydney for DNA uranium assay and 28 day sealed can uranium activity analysis to confirm the positive
disequilibrium factor for a range of grades above 100ppm U3O8 at Ponton.
Carbonaceous sand hosted uranium mineralisation, below 40 to 70 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). At a depth of 40 to 70 metres the uranium mineralisation
is in shallow reduced sand hosted tabular uranium deposits in a confined palaeochannel that are potentially
amenable to ISL metal recovery, the lowest cost method of producing yellowcake with the least environmental
impact.
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 aircore and sonic drilling program was targeted at sand hosted uranium mineralisation in over
100km of conductive palaeochannels defined by the Company’s airborne EM and magnetic surveys and
around uranium mineralised sands discovered in previous drilling by Manhattan, PNC Exploration (“PNC”)
and Uranerz in the area.
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Manhattan’s four Exploration Licences that encroach on, or are within, the QVSNR (EL’s 28/1898, 1979, 1983
& 2004) were granted in July and August 2011. Manhattan is now seeking exploration access approval to the
key licence E28/1898 located mostly within the QVSNR. On gaining exploration access to E28/1898 Manhattan
will recommence drill testing and evaluation of the Double 8 uranium deposit and the Exploration Targets
identified at Double 8, Stallion South, Highway South and Ponton prospects that will underpin the future
development of the project.
2
DOUBLE 8 URANIUM DEPOSIT (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
The Double 8 uranium deposit is located in granted tenement E28/1898 in the southwest of the project area
within the QVSNR (Figures 2 & 3).
DOUBLE 8 INFERRED RESOURCE ESTIMATES
An Inferred Resource of 7,800 tonnes (17.2Mlb) of uranium oxide at a 200ppm U3O8 cutoff for the Double 8
uranium deposit was reported in 2011. 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)
TONNES
(MILLION)
GRADE
U3O8 (ppm)
TONNES
U3O8 (t)
POUNDS (MILLION)
U3O8 (Mlb)
100
150
200
250
110
51
26
14
170
240
300
360
18,700
12,240
7,800
5,040
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
Exploration Results reported in 2011 have 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)
POUNDS RANGE
(MILLION)
U3O8 (Mlb)
200
4 - 8
250 - 450
1,100 - 2,500
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 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).
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 granted licence E28/1898 within the QVSNR (Figures 2 & 3).
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
Exploration Results reported in 2011 identified Mineralisation Potential at a 200ppm U3O8 cutoff for Stallion
South of 12 to 24Mt grading 250 to 350ppm U3O8 containing 3,600 to 7,300 tonnes or 8 to 16Mlb of contained
U3O8.
Stallion South Reported Mineralisation Potential
STALLION SOUTH MINERALISATION POTENTIAL
CUTOFF GRADE
U3O8 (ppm)
TONNAGE RANGE
(MILLION)
GRADE RANGE
U3O8 (ppm)
TONNAGE RANGE
U3O8 (t)
POUNDS RANGE
(MILLION)
U3O8 (Mlb)
200
12 - 24
250 - 350
3,600 - 7,300
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 Manhattan gaining exploration access to E28/1898 further resource definition drilling will commence at
the Stallion South prospect.
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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
granted licence E28/1898 within the QVSNR (Figures 2 & 3).
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 basement.
HIGHWAY SOUTH MINERALISATION POTENTIAL
Exploration Results reported in 2011 identified Mineralisation Potential at a 200ppm U3O8 cutoff for Highway
South of 12 to 24Mt grading 250 to 350ppm U3O8 containing 3,600 to 7,300 tonnes or 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)
POUNDS RANGE
(MILLION)
U3O8 (Mlb)
200
12 - 24
250 - 350
3,600 - 7,300
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 Manhattan gaining exploration access to E28/1898 further resource definition drilling will commence at
the Highway South prospect.
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 also within granted
licence E28/1898 within the QVSNR (Figures 2 & 3).
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.
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PONTON MINERALISATION POTENTIAL
Exploration Results reported in 2011 identified Mineralisation Potential at a 200ppm U3O8 cutoff for Ponton of
23 to 45Mt grading 250 to 350ppm U3O8 containing 6,800 to 13,600 tonnes or 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)
POUNDS RANGE
(MILLION)
U3O8 (Mlb)
200
23 - 45
250 - 350
6,800 - 13,600
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 Manhattan gaining exploration access to E28/1898 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.
The Stallion prospect has been systematically drilled along 8 kilometres of the palaeochannel (Figure 3).
The resource potential for the Stallion prospect will be assessed by the Company’s independent resource
consultants when the secular disequilibrium data, resource modelling and conversion procedures for
Manhattan’s down hole gamma probe data to grade eU3O8 are finalised. 105 sonic core disequilibrium factor
determinations from the Stallion and Highway deposits show a positive disequilibrium factor of 1 to over 3
above 100ppm U3O8. This 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.
A further 42 drill samples from Stallion have been despatched for DNA uranium assay and 28 day sealed can
uranium activity analysis to confirm the positive disequilibrium factor for a range of grades above 100ppm
U3O8 at Stallion.
The geological controls and style of the palaeochannel sand hosted uranium mineralisation at Stallion are
similar to the mineralisation encountered at Double 8.
2012 A N N U A L R E P O R T
13
REVIEW OF OPERATIONS
MANHAT TAN CORPO RATI ON LIM I TED
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.
The Highway prospect has also been systematically drilled along 10 kilometres of the palaeochannel (Figure
3). The resource potential for the Highway prospect will be assessed when the secular disequilibrium data,
resource models and conversion procedures for Manhattan’s down hole gamma probe data to grade eU3O8
are finalised by the Company’s independent resource consultants. As at Stallion and Shelf preliminary
disequilibrium information on sonic drill core samples 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.
A further 58 drill samples from Highway have been despatched for DNA uranium assay and 28 day sealed can
uranium activity analysis to confirm the positive disequilibrium factor for a range of grades above 100ppm
U3O8 at Highway.
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.
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 drilled on lines approximately 800m and 1.2km apart along 20km of the palaeochannel to
the north of Highway and 8 duplicate aircore holes into the lignite mineralisation at the Shelf prospect.
The resource potential for the Shelf prospect will be assessed when the secular disequilibrium data are
received, models refined and conversion procedures for Manhattan’s down hole gamma probe data to grade
eU3O8 are finalised by the Company’s independent resource consultants. Again, 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.
14
20 12 A N N U A L R E P O R T
RE VI E W OF OPERATI O NS
MANHAT TA N CORPO RATI ON LIMI TED
9
EAST ARM (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
Manhattan has undertaken 3,210m of reconnaissance aircore drilling across the palaeochannel at East
Arm located 16km east of Highway on E39/1144. To date, no significant uranium mineralisation has been
encountered in drill holes at East Arm.
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 a 40% interest in three granted exploration licences covering 550km2 bordering
the Northern Territory. Northern Minerals Limited (“Northern”) retains a 60% interest and are operators
of the joint venture.
The targets are high grade unconformity related uranium mineralisation similar to the Athabasca Basin
deposits and the Ranger uranium mine in NT, rare earth elements (“REE”) and gold mineralisation similar
to the world class Tanami Arunta province Callie, Granites and Tanami gold mines. Exploration results
include rock chip samples assaying up to 16.8ppm gold at Venus, drilling at the Don uranium prospect
intersecting 0.44m of 1.5% U3O8 and 2m of 1.74ppm gold at a depth of 40m and soil sampling, in late
2011, near the Don and Venus prospects returned positive gold results that included anomalous gold up
to 228ppbAu.
During the first half of 2012 Northern has continued interpretation work on the gold targets at Gardner
Range previously defined by the rock chip sampling, drilling and soil geochemical anomalies. Northern
now plans a RAB or RC drilling program in the last half of 2012 to test the gold geochemical anomalies
identified in the Don and Venus prospect areas.
Manhattan retains a 40% interest in the Gardner Range uranium project where Northern can earn up to
an 80% interest by sole funding and completing a mining prefeasibility study.
SUMMARY
In 2011 Manhattan reported a revised Inferred Resource for Double 8 of 17.2Mlb of uranium oxide with
additional Exploration Targets defined at Double 8 and Stallion South, Highway South and Ponton prospects
in the order of 33 to 67Mlbs of Mineralisation Potential.
Positive disequilibrium factors of 1 to over 3 above 100ppm U3O8 from Stallion and Highway sonic core samples
are likely to facilitate an upward revision of the reported Inferred Resources and Exploration Targets at Ponton.
A further 100 samples have been despatched for DNA uranium analysis and disequilibrium determinations,
for a range of grades, to confirm the positive disequilibrium factors at Ponton.
2012 A N N U A L R E P O R T
15
REVIEW OF OPERATIONS
MANHAT TAN CORPO RATI ON LIM I TED
The sand hosted uranium mineralisation is located in shallow, 40 to 70 metres deep, contiguous palaeochannels
within Manhattan’s project area at Ponton.
The shallow near surface sand hosted resource and drilled targets within the palaeochannels confirms the
deposits potential for a world class ISL uranium development project at Ponton.
Manhattan’s four Exploration Licences that encroach on, or are within, the QVSNR were granted in July and
August 2011. The Company’s priority is now to gain exploration access approval to the key licence, E28/1898
located mostly within the QVSNR, or have the licence excised from the Reserve. On gaining exploration access
to E28/1898 Manhattan will recommence drill testing and evaluation of the Ponton uranium deposits and
prospects that will underpin the future development of the Ponton ISL project.
Tetra Tech’s 2011 desktop study confirmed Manhattan’s Ponton uranium project, with an Inferred Resource
of 17Mlb and Mineralisation Potential assessed of 33Mlb to 67Mlb, has the potential to be developed into a
low cost sustainable ISL uranium producer. On gaining the necessary government approvals and licences the
project can be drilled out and mine development studies undertaken, that if positive, will deliver significant
returns for the Company’s investors.
Manhattan continues to work with the Western Australian government to have exploration access granted to
its key granted tenement, E28/1898, in the northwest corner of the QVSNR where Manhattan has reported
JORC Inferred Resource of 17.2Mlbs uranium oxide and Exploration Targets totalling 33 to 67Mlb U3O8 at the
200ppm U3O8 cutoff in four prospects. On gaining exploration access the Company will recommence drilling
to expand and upgrade its reported sand hosted uranium resources and to define new uranium deposits at
Ponton.
The Company also continues to review a number of M&A proposals and advanced uranium project acquisition
opportunities to grow the Company and generate additional shareholder value.
ALAN J EGGERS
Executive Chairman
27 September 2012
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.
16
20 12 A N N U A L R E P O R T
DI REC TORS’ RE PORT
MANHAT TA N CORPO RATIO N LIMIT ED
The Directors have pleasure in presenting
their Annual Report and Financial
Statements for Manhattan Corporation
Limited (“Manhattan”) for the year ended
30 June 2012.
2012 A N N U A L R E P O R T
17
DIREC TORS’ REPORT
MANHAT TAN CORPO RATI ON LIM I TED
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 worldwide.
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 $1,215,970 (2011:
$1,092,138)
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 2012 Manhattan had 93,330,398 ordinary
shares, and 5,050,000 60 cent, 4,050,000 $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 2012 the Company has focussed on exploration and development of its
two Western Australian uranium projects. The Company completed further disequilibrium test work on drill
samples from Ponton, resource modelling, airborne EM and magnetic surveys over the southern portion of
the Ponton project area and commissioned international consultants, Tetra Tech, to complete a desk top
scoping study on the development of an in situ leach uranium project at Ponton. At Gardner Range, Northern
Minerals limited, operators of the joint venture, continued to define drill targets to test a number of uranium
and gold targets with drilling planned for last half of 2012.
The Ponton Project includes the Double 8 uranium deposit that has a JORC Inferred Resource of 17.2Mlb
uranium oxide (“U3O8”). In addition, Exploration results reported at Ponton in 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 merger and
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 16 of this Annual Report.
18
20 12 A N N U A L R E P O R T
DI REC TORS’ RE PORT
MANHAT TA N CORPO RATIO N LIMIT ED
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 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
2012 A N N U A L R E P O R T
19
DIREC TORS’ REPORT
MANHAT TAN CORPO RATI ON LIM I TED
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 Minerals 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 lawyer with extensive experience in commercial law, stock exchange listed
companies and the mineral resource sector. He is chief executive officer of TSX and ASX listed Olympus Pacific
Minerals Inc, a former director of Olympus (July 1999 to February 2012), former director and chairman of ASX
listed Summit Resources Limited (until 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.
20
20 12 A N N U A L R E P O R T
DI REC TORS’ RE PORT
MANHAT TA N CORPO RATIO N LIMIT ED
REMUNERATION REPORT
The remuneration report for the Financial Year ended 30 June 2012 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.
2012 A N N U A L R E P O R T
21
DIREC TORS’ REPORT
MANHAT TAN CORPO RATI ON LIM I TED
The following fees have applied during the Financial Year:
Base Fees
Non Executive Directors
2012
$35,000 $35,000
2011
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 the 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
Base pay is 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.
22
20 12 A N N U A L R E P O R T
DI REC TORS’ RE PORT
MANHAT TA N CORPO RATIO N LIMIT ED
The Key Management Personnel are the Directors of Manhattan Corporation Limited during the Financial
Year which were:
Alan J Eggers
Marcello Cardaci Non Executive Director
Non Executive Director
John A G Seton
Executive Chairman
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 2012
$
$
$
$
$
%
349,992
35,000
35,000
35,200
455,192
-
-
-
-
-
30 June 2011
$
$
$
341,665
35,000
35,000
13,232
35,450
460,347
-
-
-
-
-
-
-
-
-
-
-
-
3,150
-
1,191
-
4,341
17,692
367,684
3,932
3,932
38,932
38,932
3,932
39,132
29,488
484,680
$
$
%
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
5
10
10
10
-
54
70
72
93
72
-
Directors
Alan J Eggers1
Marcello Cardaci
John A G Seton2
Key Management Personnel
Sam Middlemas4
Total Compensation
Directors
Alan J Eggers1
Marcello Cardaci
John A G Seton2
Robert Wrixon3
Key Management Personnel
Sam Middlemas4
Total Compensation
1 Alan Eggers was appointed Executive Chairman on 21 July 2009. All fees were paid under a Consultancy Agreement with Wesmin
Consulting Pty Ltd.
2 John Seton was appointed as a Non Executive Director on 21 July 2009. All fees paid to his private Company Jura Trust Limited.
3 Robert Wrixon resigned as an Executive Director on 31 July 2010.
4 Sam Middlemas was appointed Company Secretary on 3 March 2009. All fees were paid under a Consultancy Agreement with
Sparkling Investments Pty Ltd.
There were no other executive officers who received emoluments during the Financial Year ended 30
June 2012.
2012 A N N U A L R E P O R T
23
DIREC TORS’ REPORT
MANHAT TAN CORPO RATI ON LIM I TED
(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 2012) 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
21 July 2009
21 July 2010
21 July 2009
21 July 2011
21 July 2014
21 July 2014
$0.60
$1.00
$0.35
$0.32
100
100
Options granted carry no dividend or voting rights.
24
20 12 A N N U A L R E P O R T
DI REC TORS’ RE PORT
MANHAT TA N CORPO RATIO N LIMIT ED
There were no options over ordinary shares in the Company provided as remuneration to Directors of
Manhattan or the Key Management Personnel of the Company during the current or previous financial
year. All options issued prior to this time were fully vested during the year. When exercisable, each option
is convertible into one ordinary share of Manhattan. There were no new shares issued on exercise of
employee incentive options by a Company Director or officer during the Financial Year ended 30 June
2012 (2011: Nil).
Further information on the options is set out in Note 24 to the Financial Statements.
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 (2011: Nil), and no new shares issued on exercise of
employee incentive options (2011: Nil) by a Company Director or officer during the Financial Year ended
30 June 2012.
(E) Additional Information
Details of Remuneration: Options
Options are issued to Directors and Executive 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.
DIRECTORS OF
MANHATTAN
YEAR
GRANTED
VESTED
PERCENTAGE
FINANCIAL
YEARS IN WHICH
OPTIONS VESTED
NUMBER OF
OPTIONS
ISSUED
Alan J Eggers
Marcello Cardaci
John A G Seton
Key Management Personnel
Sam Middlemas
2009
2009
2009
2009
100
100
100
2011, 2012
2011, 2012
2011, 2012
4,500,000
1,000,000
1,000,000
100
2011, 2012
1,000,000
MAXIMUM
TOTAL VALUE
OF GRANT
YET TO VEST
$
-
-
-
-
(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.
2012 A N N U A L R E P O R T
25
DIREC TORS’ REPORT
MANHAT TAN CORPO RATI ON LIM I TED
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
31,201,461
2,250,000 ($0.60, 21 July 2014)
2,250,000 ($1.00, 21 July 2014)
Marcello Cardaci
2,815,726
500,000 ($0.60, 21 July 2014)
500,000 ($1.00, 21 July 2014)
John A G Seton
26,658,721
500,000 ($0.60, 21 July 2014)
500,000 ($1.00, 21 July 2014)
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
21 July 2009
21 July 2009
12 March 2010
12 March 2010
21 July 2014
21 July 2014
12 March 2015
12 March 2015
$0.60
$1.00
$1.80
$2.20
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 2,250,000 options exercised during the Financial Year (2011: 849,379).
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:
26
20 12 A N N U A L R E P O R T
DI REC TORS’ RE PORT
MANHAT TA N CORPO RATIO N LIMIT ED
DIRECTORS
NUMBER ELIGIBLE
TO ATTEND
NUMBER ATTENDED
Alan J Eggers
Marcello Cardaci
John A G Seton
5
5
5
5
5
5
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
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 Financial 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
2012
2011
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
$
13,500
6,000
19,500
$
24,000
10,000
34,000
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
2012 A N N U A L R E P O R T
27
DIREC TORS’ REPORT
MANHAT TAN CORPO RATI ON LIM I TED
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 31 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 27 September 2012
ALAN J EGGERS
Executive Chairman
i s
l
l
l
i n 2 0 1 3 ”
s u p p l y s h o r tf a l
l o o m i n g o f 8 5 M l b s b y
“ N u c l e a r r e a c t o r s a r e c o n s u m i n g o v e r 2 0 0 M l b o f u r a n i u m o x i d e a y e a r. U r a n i u m d e m a n d
i n d u s t r y f r o m 2 0 1 3 ”
“ U r a n i u m s u p p l y c r u n c h h i t s
p r e d i c t e d t o b e 3 2 0 M l b s a y e a r i n 1 0 y e a r s w i t h a f u e l
2 0 1 4 a n d , n o w , a s m u c h a s 2 0 0 M l b s a y e a r b y 2 0 2 2
h a v e t o b e m a d e u p w i t h n e w m i n e s o v e r t h e c o m i n g y e a r s ”
T h e s u p p l y g a p w i
i s e q u i v a l e n t t o r e m o v i n g 3 5 t o 4 0 M l b a y e a r
“ S e c o n d a r y H E U s u p p l y t o c e a s e
“A m a j o r s o u r c e o f s e c o n d a r y s u p p l y , t h e R u s s i a n H E U c o m m e r c i a l
i n 2 0 1 3 . T h i s w e a p o n s g r a d e m a t e r i a l
f r o m t h e s u p p l y e q u a ti o n ”
r e m a i n fl a t f o r t h e f o r e s e e a b l e f u t u r e w i t h c u r r e n t u r a n i u m
a n e n d
l d i n g n e w h a r d r o c k m i n e s o r e x p a n d i n g
i s c h a l
“ N e w u r a n i u m s u p p l y
p r i c e s s i m p l y t o o l o w t o j u s ti f y t h e fi n a n c i n g r i s k o f b u i
“ P r i m a r y m i n e p r o d u c ti o n w i
i n d e fi n i t e l y a n d K i n t y r e p r o j e c t d e l a y s r e m o v e s m e d i u m
e x i s ti n g o n e s ”
“ O l y m p i c D a m e x p a n s i o n d e f e r r e d
t e r m p r o d u c ti o n f r o m t h e s u p p l y c u r v e ”
a g r e e m e n t ,
i s c o m i n g t o
l e n g e d ”
l
l
28
20 12 A N N U A L R E P O R T
DI REC TORS’ RE PORT
AUDI TOR’S RE PORT
MANHAT TA N CORPO RATIO N LIMIT ED
2012 A N N U A L R E P O R T
29
AUDITOR’S REPORT
DIREC TORS’ REPORT
MANHAT TAN CORPO RATI ON LIM I TED
27
30
20 12 A N N U A L R E P O R T
DI REC TORS’ RE PORT
AUDI TOR’S DECLAR AT I ON
MANHAT TA N CORPO RATIO N LIMIT ED
27
2012 A N N U A L R E P O R T
31
FINANCIAL STATEMENTS
MANHAT TAN CORPO RATI ON LIM I TED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the Year Ended 30 June 2012
Note
2012
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
$
855,052
$
3,740,187
(2,730,805)
(2,250)
(6,106,608)
(1,640)
(1,878,003)
(2,368,061)
662,033
1,275,923
(1,215,970)
(1,092,138)
(1,215,970)
(1,092,138)
(1.3) cents
(1.2) cents
(1.3) cents
(1.2) cents
5
6
8
7
7
The Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying Notes that form part
The Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying Notes that form part
of these Financial Statements.
of these Financial Statements.
32
20 12 A N N U A L R E P O R T
F I NANCIA L STAT EM ENTS
MANHAT TA N CORPO RATI ON LIMI TED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2012
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
TOTAL EQUITY
Note
2012
2011
$
$
10
11
12
14
13
15
16
17
18
677,534
240,932
523,000
1,441,466
14,507
8,019,527
8,034,034
695,667
775,940
1,874,000
3,345,607
30,794
6,932,198
6,962,992
9,475,500
10,308,599
64,631
4,234
68,865
68,865
180,819
10,705
191,524
191,524
9,406,635
10,117,075
15,347,661
4,654,693
(10,595,719)
14,897,661
4,599,163
(9,379,749)
9,406,635
10,117,075
The Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes that form part of
these Financial Statements
2012 A N N U A L R E P O R T
33
FINANCIAL STATEMENTS
MANHAT TAN CORPO RATI ON LIM I TED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended 30 June 2012
Consolidated
Note
Contributed
Equity
Options
Reserve
Accumulated
Losses
Total
Balance at 1 July 2010
Total Comprehensive Income
Transactions with Owners in Their Capacity as Owners
Shares Issued During the Year
$
$
$
$
14,727,786
3,392,475
(8,287,611)
9,832,650
-
169,875
-
-
(1,092,138)
(1,092,138)
-
-
169,875
1,206,688
14,897,661
4,599,163
(9,379,749)
10,117,075
Directors, Employees and Consultants Options
-
1,206,688
Balance at 30 June 2011
Total Comprehensive Income
Transactions with Owners in their Capacity as Owners
Shares Issued During the Year
17b
450,000
Directors, Employees and Consultants Options
-
55,530
-
-
-
(1,215,970)
(1,215,970)
-
-
450,000
55,530
Balance at 30 June 2012
15,347,661
4,654,693 (10,595,719)
9,406,635
The Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes that form part of
these Financial Statements.
34
20 12 A N N U A L R E P O R T
F I NANCIA L STAT EM ENTS
MANHAT TA N CORPO RATI ON LIMI TED
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended 30 June 2012
Note
2012
Cash Flows From Operating Activities
Payments to Suppliers and Employees (inclusive of GST)
Interest Received
$
(1,413,669)
31,053
Net Cash Flows From/(Used In) Operating Activities
23
(1,382,616)
Cash Flows From Investing Activities
Payments for Property, Plant and Equipment
Receipts from Sale of Property, Plant and Equipment
Proceeds from R&D Refunds
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
10
-
-
1,202,943
823,999
(1,112,459)
914,483
450,000
-
450,000
(18,133)
695,667
-
677,534
2011
$
(1,035,088)
21,869
(1,013,219)
(8,715)
709
-
3,718,318
(3,551,638)
158,674
169,875
-
169,875
(684,670)
1,380,337
-
695,667
The Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes that form part of these
Financial Statements.
2012 A N N U A L R E P O R T
35
FINANCIAL STATEMENTS
MANHAT TAN CORPORATIO N LIM ITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2012
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 $1,215,970 (2011: $1,092,138) and a net cash outflow from
operating activities of $1,382,616 (2011: $1,013,219).
At 30 June 2012 the Group had cash assets of $677,534 (2011: $695,667) and working capital of $1,372,600
(2011: $3,154,083).
Included in the working capital the Group holds trading securities in ASX listed companies with a value of
$523,000 at 30 June 2012. 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.
(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 2012 and the results of the subsidiary for the year
then ended.
36
20 12 A N N U A L R E P O R T
F I NANCIA L STAT EM ENTS
MANHAT TA N CORPO RATIO N LIMIT ED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
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
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
2012 A N N U A L R E P O R T
37
FINANCIAL STATEMENTS
MANHAT TAN CORPORATIO N LIM ITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
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.
(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.
38
20 12 A N N U A L R E P O R T
F I NANCIA L STAT EM ENTS
MANHAT TA N CORPO RATIO N LIMIT ED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
(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.
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.
2012 A N N U A L R E P O R T
39
FINANCIAL STATEMENTS
MANHAT TAN CORPORATIO N LIM ITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
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.
(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.
40
20 12 A N N U A L R E P O R T
F I NANCIA L STAT EM ENTS
MANHAT TA N CORPO RATIO N LIMIT ED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
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.
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”).
2012 A N N U A L R E P O R T
41
FINANCIAL STATEMENTS
MANHAT TAN CORPORATIO N LIM ITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
(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 2012 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.
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.
42
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F I NANCIA L STAT EM ENTS
MANHAT TA N CORPO RATIO N LIMIT ED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
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.
(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 $918,466 (2011: $1,471,607).
2012 A N N U A L R E P O R T
43
FINANCIAL STATEMENTS
MANHAT TAN CORPORATIO N LIM ITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
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
2012
$
677,534
240,932
918,466
2011
$
695,667
775,940
1,471,607
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 $64,631 (2011: $180,819). 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.
5. REVENUES
REVENUES
2012
2011
Other Revenue from Continuing Operations
Interest
Revenue from Sale of Investments
Total
$
31,053
823,999
855,052
$
21,869
3,718,318
3,740,187
44
20 12 A N N U A L R E P O R T
F I NANCIA L STAT EM ENTS
MANHAT TA N CORPO RATIO N LIMIT ED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
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
R&D Consultants Fees
Share Based Payments
General and Administration Costs
2012
$
2011
$
1,351,000
3,265,641
2,838
16,287
40,061
35,200
341,115
346,236
31,289
209,151
55,530
302,098
5,160
14,198
50,124
35,450
355,118
299,801
436,922
-
1,206,688
437,506
6,106,608
Total Expenses, Excluding Finance Costs
2,730,805
(b) Finance Costs
FINANCE COSTS
Total Finance Costs, Bank Fees and Charges
2012
$
2,250
2011
$
1,640
7. EARNINGS (LOSS) PER SHARE
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).
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
2012
$
(0.013)
2011
$
(0.012)
(1,215,970)
(1,092,938)
Weighted Average Number of Ordinary Shares
Outstanding During the Year Used in Calculating Basic EPS
Number
92,206,081
Number
90,298,504
2012 A N N U A L R E P O R T
45
FINANCIAL STATEMENTS
MANHAT TAN CORPORATIO N LIM ITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
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 2012.
8.
INCOME TAX EXPENSE
(a) Income Tax Expense
INCOME TAX EXPENSE
Current Tax
Deferred Tax
Under (Over) Provided in Previous 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
2012
$
2011
$
(190,340)
(731,250)
-
(471,693)
(662,033)
-
(544,673)
(1,275,923)
2012
$
-
-
-
2011
$
-
(544,673)
(544,673)
No deferred tax has been recognised in either the Income Statement or directly in equity.
(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
Unrealised Losses
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
2012
$
(1,878,004)
(563,401)
(316,812)
16,659
158,100
76,133
152,272
(32,398)
514,089
(4,642)
(190,340)
(190,340)
2011
$
(2,368,061)
(710,418)
(679,517)
362,006
-
119,119
585,000
(35,054)
357,243
1,621
(731,250)
(731,250)
46
20 12 A N N U A L R E P O R T
F I NANCIA L STAT EM ENTS
MANHAT TA N CORPO RATIO N LIMIT ED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
(d) Tax Losses and Other Timing Differences for Which No Deferred Tax Asset has been Recognised
TAX LOSSES RECOGNISED
Unused Tax Losses with no Deferred Tax Asset Recognised
Accrued Superannuation/Provision for Annual Leave
Total Tax Losses
2012
$
3,139,257
5,770
3,145,027
2011
$
2,997,709
11,491
3,009,200
The Group has tax losses arising in Australia of $10,464,190 ($3,139,257 at 30% tax rate) (2011: $2,997,709)
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
2012
$
13,370
664,164
677,534
2011
$
110,141
585,526
695,667
Cash at bank and in hand earns interest at floating interest rates based on the daily bank rates.
(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
2012
$
45,904
190,340
4,688
240,932
2011
$
40,605
731,250
4,085
775,940
2012 A N N U A L R E P O R T
47
FINANCIAL STATEMENTS
MANHAT TAN CORPORATIO N LIM ITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
(a) Fair Values and Credit Risk
Due to the short term nature of these receivables the carrying values represent their respective fair values
at 30 June 2012.
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
2012
$
523,000
2011
$
1,874,000
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.
EXPLORATION AND EVALUATION EXPENDITURE
As at 1 July
Capitalised During the Year
Impairment of Exploration Expenditure
As at 30 June
2012
$
6,932,198
1,118,618
(31,289)
8,019,527
2011
$
4,230,220
3,138,900
(436,922)
6,932,198
48
20 12 A N N U A L R E P O R T
F I NANCIA L STAT EM ENTS
MANHAT TA N CORPO RATIO N LIMIT ED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
14. PROPERTY, PLANT AND EQUIPMENT (NON CURRENT)
PROPERTY, PLANT AND EQUIPMENT
2012
2011
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
$
48,909
(34,402)
14,507
30,794
-
-
(16,287)
14,507
2012
$
41,883
22,748
64,631
$
48,909
(18,115)
30,794
36,986
8,715
(709)
(14,198)
30,794
2011
$
128,777
52,042
180,819
Trade payables and other creditors are non interest bearing and will be settled on 30 to 60 day terms.
16. PROVISIONS (CURRENT)
PROVISIONS
2012
2011
Current
Provisions for Annual Leave
Total Provisions
$
4,234
4,234
$
10,705
10,705
2012 A N N U A L R E P O R T
49
FINANCIAL STATEMENTS
MANHAT TAN CORPORATIO N LIM ITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
17. ISSUED CAPITAL
(a) Ordinary Shares
ISSUED CAPITAL
2012
2011
2012
2011
Ordinary Shares
Issued and Fully paid
Shares
Shares
$
$
93,330,389
91,080,398
15,347,661
14,897,661
Total Contributed Equity
93,330,389
91,080,398
15,347,661
14,897,661
(b) Share Movements During the Year
SHARE MOVEMENTS
2012
2011
Number of
Shares
$
Number of
Shares
$
1 July
91,080,398
14,897,661
90,231,019
14,727,786
New Shares Issued During Year
Conversion of Vendor Options
2,250,000
450,000
849,379
169,875
30 June
93,332,410
15,347,661
91,080,398
14,897,661
(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.
50
20 12 A N N U A L R E P O R T
F I NANCIA L STAT EM ENTS
MANHAT TA N CORPO RATIO N LIMIT ED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
CAPITAL RISK MANAGEMENT
NOTE
2012
Total Borrowings
Less Cash and Cash Equivalents
10
Net Cash
Total Equity
Total Capital
18. RESERVES
SHARE BASED PAYMENT RESERVE
Balance at Beginning of Year
Share Based Payments
Total Share Based Payment Reserve
Nature and Purpose of Reserves
$
-
677,534
677,534
2011
$
-
695,667
695,667
9,216,295
9,893,829
10,117,075
10,812,742
2012
$
4,599,163
55,530
4,654,693
2011
$
3,392,475
1,206,688
4,599,163
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
John A G Seton
(b) Key Management Personnel
The following persons were Key Management Personnel of Manhattan during the Financial Year:
Name
Sam Middlemas
Position
Company Secretary
2012 A N N U A L R E P O R T
51
FINANCIAL STATEMENTS
MANHAT TAN CORPORATIO N LIM ITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
(c) Key Management Personnel Compensation
KEY MANAGEMENT PERSONNEL
COMPENSATION
Short Term Employee Benefits
Post Employment Benefits
Share Based Payments
Total Compensation
2012
$
455,192
-
29,488
484,680
2011
$
460,347
4,341
856,247
1,320,935
(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
Key Management
Personnel
Sam Middlemas
1,000,000
Total
7,500,000
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
2012
-
-
-
-
-
2011
-
-
-
-
-
-
-
-
-
-
-
-
-
4,500,000
4,500,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
7,500,000
7,500,000
-
-
-
-
-
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
-
-
-
-
-
-
-
-
-
-
-
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.
52
20 12 A N N U A L R E P O R T
F I NANCIA L STAT EM ENTS
MANHAT TA N CORPO RATIO N LIMIT ED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
(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
START OF YEAR
SHARE PURCHASES
OTHER
CHANGES
BALANCE AT
END OF YEAR
Directors
Alan Eggers
Marcello Cardaci
John Seton
Key Management Personnel
Sam Middlemas
Total
Directors
Alan Eggers
Marcello Cardaci
John Seton
Robert Wrixon1
Key Management Personnel
Sam Middlemas
Total
2012
29,201,461
2,000,000
-
-
-
2,000,000
2011
2,815,726
3,407,260
610,726
36,035,173
27,182,617
2,815,726
3,407,260
1,120,000
585,726
35,111,329
-
-
-
-
-
31,201,461
2,815,726
3,407,260
610,726
38,035,173
-
-
-
-
-
-
2,018,844
29,201,461
-
-
(1,120,000)
2,815,726
3,407,260
-
25,000
923,844
610,726
36,035,173
1 Robert Wrixon resigned on 31 July 2010 and his holding reduced to nil at date of resignation.
(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
$964,894 (2011: $917,398) to Manhattan during the year on normal commercial terms.
(ii) Marcello Cardaci
Marcello Cardaci is a partner in the firm of Gilbert + Tobin Lawyers that have provided legal services
of $40,824 (2011: $21,371) to Manhattan during the year on normal commercial terms.
(iii) Sam Middlemas
Sam Middlemas is a director of Sparkling Investments Pty Ltd (“Sparkling Investments”). Sparkling
Investments has provided company secretarial services of $35,200 (2011: $35,450) to Manhattan
during the year on normal commercial terms.
2012 A N N U A L R E P O R T
53
FINANCIAL STATEMENTS
MANHAT TAN CORPORATIO N LIM ITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
20. NON CASH INVESTING AND FINANCING ACTIVITIES
There were no non cash investing or financing activities during the year ended 30 June 2012.
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 2012
22. AUDITOR’S REMUNERATION
AUDIT SERVICES
2012
2011
Rothsay Chartered Accountants
Audit and Review of Financial Statements
Tax Work under the Corporations Act 2001
Total Remuneration for Audit Services
$
13,500
6,000
19,500
$
24,000
10,000
34,000
23. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
RECONCILIATION OF CASH FLOWS FROM
OPERATING ACTIVITIES
2012
$
2011
$
(Loss) after Income Tax for the Period
(1,215,970)
(1,092,138)
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
16,286
31,289
527,001
55,530
(662,033)
182
(784)
(134,117)
14,198
436,922
(452,677)
1,206,688
(544,673)
(729,246)
87
147,620
Cash Flow from/(Used In) Operations
(1,382,616)
(1,013,219)
24. SHARE BASED PAYMENTS
(a) Options
The following share based payment arrangements to Directors and employees existed at 30 June 2012.
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.
54
20 12 A N N U A L R E P O R T
F I NANCIA L STAT EM ENTS
MANHAT TA N CORPO RATIO N LIMIT ED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
GRANT DATE
EXPIRY DATE
EXERCISE
PRICE
21 July 2009
21 July 2009
21 July 2014
21 July 2014
12 March 2010
12 March 2015
12 March 2010
12 March 2015
Total Options
21 July 2009
21 July 2009
21 July 2014
21 July 2014
12 March 2010
12 March 2015
12 March 2010
12 March 2015
$0.60
$1.00
$1.80
$2.20
$0.60
$1.00
$1.80
$2.20
BALANCE
AT
START OF
YEAR
2012
FORFIETED
DURING
THE
YEAR
BALANCE AT
END
OF YEAR
VESTED &
EXERCISABLE
AT END OF
YEAR
5,550,000
(500,000)
4,550,000
(500,000)
100,000
100,000
-
-
5,050,000
4,050,000
100,000
100,000
5,050,000
4,050,000
100,000
100,000
10,300,000
(1,000,000)
9,300,000
9,300,000
2011
5,550,000
-
5,550,000
(1,000,000)
250,000
250,000
(150,000)
(150,000)
5,550,000
4,550,000
100,000
100,000
5,550,000
-
100,000
-
Total Options
11,600,000
(1,300,000)
10,300,000
5,650,000
The weighted average remaining contractual life of share options outstanding at the end of the period was
2.07 years
(b) Expenses Arising From Share Based Payment Transactions
EXPENSE FROM SHARE BASED
PAYMENT TRANSACTIONS
Options Issued During the Year
Total Expense
NOTE
18
2012
$
55,530
55,530
2011
$
1,206,588
1,206,588
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
2012
$
440,622
15,871,500
1,277,065
6,977,800
8,893,700
15,347,661
4,654,693
(11,108,654)
8,893,700
(1,128,729)
(1,128,729)
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)
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.
2012 A N N U A L R E P O R T
55
FINANCIAL STATEMENTS
MANHAT TAN CORPORATIO N LIM ITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2012
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
2012
$
100,194
924,000
1,024,194
2011
$
92,518
745,500
838,018
(b) Capital or Leasing Commitments
There are no capital or leasing commitments as at 30 June 2012.
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 2012.
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 40% interest with
Northern Minerals Limited (see below) in the Gardner Range Project.
(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 three exploration licences E80/3275, E80/3817
and E80/4081. During the year Northern Uranium Limited (“Northern”) maintained its 60% interest in the
Gardner Range Project by sole funding exploration activities.
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 REC TORS’ RE PORT
DI REC TORS’ STAT EM ENT
MANHAT TA N CORPO RATIO N LIMIT ED
DIRECTORS’ DECLARATION:
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 32 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 2012 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 2012, 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 2012.
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
27 September 2012
2012 A N N U A L R E P O R T
57
CORPORATE GOVERNANCE STATE ME NT
MANHAT TAN CORPORATI ON LI MI TE D
summarises
This Statement
corporate
governance practices in place during the Financial Year,
which comply with the ASX Corporate Governance Council
recommendations unless otherwise stated.
the main
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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COR PORAT E G OVERNANCE STAT E M E NT
MANHAT TA N CORPO RATIO N 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;
2012 A N N U A L R E P O R T
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CORPORATE GOVERNANCE STATE ME NT
MANHAT TAN CORPORATI ON LI MI TE D
1. BOARD OF DIRECTORS (continued)
•
•
•
•
•
•
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;
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.
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1. BOARD OF DIRECTORS (continued)
COR PORAT E G OVERNANCE STAT E M E NT
MANHAT TA N CORPO RATIO N LIMIT ED
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.
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.
2012 A N N U A L R E P O R T
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CORPORATE GOVERNANCE STATE ME NT
MANHAT TAN CORPORATI ON LI MI TE D
1. BOARD OF DIRECTORS (continued)
The terms in office held by each Director at the date of this Corporate Governance Statement are as
follows:
Name
Position Appointed
Alan J Eggers Executive Chairman
Marcello Cardaci
John A G Seton
Non Executive Director
Non Executive Director
2009
2007
2009
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.
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1. BOARD OF DIRECTORS (continued)
COR PORAT E G OVERNANCE STAT E M E NT
MANHAT TA N CORPO RATIO N LIMIT ED
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.
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,
2012 A N N U A L R E P O R T
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CORPORATE GOVERNANCE STATE ME NT
MANHAT TAN CORPORATI ON LI MI TE D
1. BOARD OF DIRECTORS (continued)
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.
‘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.
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3. BOARD COMMITTEES (continued)
COR PORAT E G OVERNANCE STAT E M E NT
MANHAT TA N CORPO RATIO N LIMIT ED
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 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 8
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.
2012 A N N U A L R E P O R T
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CORPORATE GOVERNANCE STATE ME NT
MANHAT TAN CORPORATI ON LI MI TE D
3. BOARD COMMITTEES (continued)
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;
Will demonstrate commercial reasonableness in decision making;
Will not make improper use of information acquired as Directors and key executives;
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4. ETHICAL STANDARDS (continued)
COR PORAT E G OVERNANCE STAT E M E NT
MANHAT TA N CORPO RATIO N LIMIT ED
•
•
•
•
•
•
•
•
•
•
•
•
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 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
2012 A N N U A L R E P O R T
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CORPORATE GOVERNANCE STATE ME NT
MANHAT TAN CORPORATI ON LI MI TE D
4. ETHICAL STANDARDS (continued)
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
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.
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.
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4. ETHICAL STANDARDS (continued)
COR PORAT E G OVERNANCE STAT E M E NT
MANHAT TA N CORPO RATIO N LIMIT ED
4.3 Diversity Policy ASX Principle 3
The Company has implemented a Diversity Policy which is committed to an inclusive workplace that
embraces and promotes diversity. Diversity may result from a range of factors including gender, age,
ethnicity and cultural backgrounds.
All Directors and employees are expected to:
•
•
•
Ensure diversity is incorporated into behaviours and practices of the Company;
Facilitate equal employment opportunities based on job requirements; and
Create an inclusive workplace culture.
The Board has not established measurable objectives for achieving gender diversity at this stage of the
Company’s development due to the size and nature of the Company’s activities. The policy focusses on
identifying and removing any barriers to diversity to create a workplace culture of inclusion and equal
opportunities. The proportion of women employees in the whole organisation is 37.5%. Woman in senior
executive positions is 33% and there are no women on the Board.
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.
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5. DISCLOSURE OF INFORMATION (continued)
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.
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.
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6. RISK MANAGEMENT (continued)
COR PORAT E G OVERNANCE STAT E M E NT
MANHAT TA N CORPO RATIO N LIMIT ED
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 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:
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;
•
Sovereign risk, legislation and political issues;
• Government policies and changes to those policies;
•
•
•
•
•
• 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
2012 A N N U A L R E P O R T
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MANHAT TAN CORPORATI ON LI MI TE D
6. RISK MANAGEMENT (continued)
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 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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20 12 A N N U A L R E P O R T
COR PORAT E G OVERNANCE STAT E M E NT
MANHAT TA N CORPO RATIO N LIMIT ED
8. ENVIRONMENTAL POLICY (continued)
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.
2.
3.
4.
5.
6.
Continuous Improvement to Best Practice in Management;
Safely Manage, Contain and Transport all Hazardous Materials, Tailings and Other Wastes;
Provide Adequately for Mine Closure and Rehabilitation;
Continuous Improvement in Best Practice in Radiation Control;
Adhere to all Applicable International, National, State and Local Authority Regulatory Obligations;
and
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.
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;
2012 A N N U A L R E P O R T
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CORPORATE GOVERNANCE STATE ME NT
MANHAT TAN CORPORATI ON LI MI TE D
8. ENVIRONMENTAL POLICY (continued)
(b)
(c)
(d)
(e)
(f)
(g)
Developing and implementing an Environmental Management System, including Environmental
and Radiation Management Plans for all its operations;
Developing standards and building management systems to identify, assess and manage
environmental risks within its operations;
Implementing and assigning Board and management accountability for Manhattan’s environment
standards, guidelines, procedures, reporting and performance;
Striving to achieve continuous improvement in environmental performance;
Ensuring all Manhattan’s Directors, officers, employees, consultants, contractors, business partners
and suppliers are fully aware of their environmental responsibilities;
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
Reporting environmental performance and compliance openly and transparently.
(i)
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.
“ Po nto n u r a n i u m p r o j e c t w o r l d c l a s s ”
“ T h e w o r l d c l a s s Po nto n u r a n i u m p r o j e c t i s fa vo u r a b l y l o ca te d
i n a n e m e r g i n g u r a n i u m p r o d u c i n g sta te , t h e p r o j e c t e co n o m i c s
a r e co m p e l l i n g , o ff t h e s h e l f t r i e d , p r o v e n , l ow co st i n s i t u l e a c h
te c h n o l o g y r e q u i r e d a n d h a s a n ex p e r i e n ce d m a n a g e m e nt
te a m w i t h a cce s s to ca p i ta l to ta ke t h e p r o j e c t fo r w a r d ”
74
20 12 A N N U A L R E P O R T
ASX ADDIT I ONAL I NFORM AT I ON
MANHAT TA N CORPO RATIO N LIMIT ED
Additional information required by ASX Limited Listing Rules not disclosed elsewhere in this 2012 Annual
Report is set out below.
1. ANALYSIS OF SHAREHOLDINGS
As at 27 September 2012 Manhattan Corporation Limited has on issue 93,330,398 ordinary shares. All
issued ordinary fully paid shares carry one vote per share. There are six hundred and ninety (690) holders
of fully paid ordinary shares on Manhattan’s share register as at 20 September 2012.
1.1 Top Twenty Shareholders
The names of shareholders in Manhattan’s Top Twenty as at 27 September 2012 are as follows:
TOP 20 SHAREHOLDERS
Rank
Holder
Number
Percentage
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
23,251,461
24.91
Nicholas P S Olissoff
Alan J Eggers & Associates
E S & J T Arron
Thomas Allright
Claymore Trustees Limited
Marcello Cardaci
Forsyth Barr Custodians Ltd
HSBC Custody Nominees (Australia) Limited
Residuum Nominees Pty Ltd
Custodial Services Limited
Nefco Nominees Pty Ltd
UBS Wealth Management Australia Nominees Pty Ltd
HSBC Custody Nominees (Australia) Limited
Dr Robert Wrixon
Michael Ashforth
Investment Custodial Services Limited <990038572 A/C>
Susan J Campbell
Sue N Rowles
Sundowner International Limited
TOTAL
7,986,962
7,950,000
4,071,956
3,800,000
3,407,260
2,815,726
2,567,697
2,520,175
2,350,000
2,252,686
1,550,000
1,502,542
1,420,275
1,000,000
947,178
900,000
836,939
756,452
588,452
8.56
8.52
4.36
4.07
3.65
3.02
2.75
2.70
2.52
2.41
1.66
1.61
1.52
1.07
1.01
0.96
0.90
0.81
0.63
72,475,761
77.66
2012 A N N U A L R E P O R T
75
ASX ADDITIONAL INFORMATION
MANHAT TAN CORPORAT ION LI MI TE D
1.2 Spread of Security Holders
As at 27 September 2012 Manhattan had 690 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
63
185
128
244
72
692
39,039
576,107
1,090,007
7,906,951
83,718,294
93,330,398
0.04
0.62
1.17
8.47
89.70
100.00
1.3 Minimum Holdings and Marketable Parcels
As at 27 September 2012 there were one hundred and forty four (144) 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 27 September 2012 total 9,300,000
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
20 July 2010
20 July 2011
12 March 2011
12 March 2012
TOTAL
$0.60
$1.00
$1.80
$2.20
5,050,000
4,050,000
100,000
100,000
9,300,000
6
5
1
1
21 July 2014
21 July 2014
12 March 2015
12 March 2015
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ASX ADDIT I ONAL I NFORM AT I ON
MANHAT TA N CORPO RATIO N LIMIT ED
1.5 Restricted Securities Subject to Escrow Period
As at 27 September 2012 the Company had no ordinary shares or options with rights to acquire
ordinary shares the subject of escrow.
1.6
Substantial Shareholders
The following are registered by the Company as at 27 September 2012 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
31,201,461
7,986,962
39,188,423
33.43
8.56
41.99
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.
2012 A N N U A L R E P O R T
77
ASX ADDITIONAL INFORMATION
MANHAT TAN CORPORAT ION LI MI TE D
2. TENEMENT SCHEDULE
As at 27 September 2012 Manhattan held interests in the following exploration tenements:
WESTERN AUSTRALIA
Tenement
Number
Project
Registered
Holder(s)
Manhattan’s
Interest
Date Granted
Expiry Date
Area
Notes
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
E39/1675
Ponton
E28/2237
Ponton
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
MHC
E80/3275
Gardner Range
MHC/NML
E80/3817
Gardner Range
MHC/NML
E80/4081
Gardner Range
MHC/NML
24 Aug 2006
23 Aug 2013
18 sub blocks
24 Aug 2006
23 Aug 2013
18 sub blocks
24 Aug 2006
23 Aug 2013
35 sub blocks
24 Aug 2006
23 Aug 2013
35 sub blocks
24 Aug 2006
23 Aug 2013
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
21 May 2012
20 May 2017 76 sub blocks
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
App
App
App
App
54 sub blocks
(1)
53 sub blocks
(2)
11 Nov 2005
10 Nov 2012
54 sub blocks
(3)
23 Oct 2008
22 Oct 2013
70 sub blocks
(3)
03 Mar 2009
02 Mar 2014
43 sub blocks
(3)
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
40%
40%
40%
NOTES
(1)
(2)
(3)
Application lodged with DMP on 18 November 2011
Application lodged with DMP on 6 April 2012
Northern Minerals Limited has right to earn 80% interest by sole funding and completing mining prefeasibility study
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MANHAT TA N CORPO RATIO N LIMIT ED
2. TENEMENT SCHEDULE (continued)
ABBREVIATIONS
E
km2
App
Exploration Licence WA
Square Kilometre
Application Lodged
DMP
MHC
Western Australian Department of Mines and Petroleum
Manhattan Corporation Limited ABN 61 123 156 089
MRPL
Manhattan Resources Pty Ltd ABN 81 127 373 871
NML
Northern Minerals Limited ABN 61 119 966 353
AREAS
Western Australia
Ponton Project
828 sub blocks
Gardner Range Project
167 sub blocks
1 Sub block
Total Area
Total Area
2.97km2
2,460km2
500km2
competitors”
“The potential size of Manhattan’s low cost ISL uranium
project sets Manhattan’s Ponton project apart from its
“As market sentiment returns to the uranium sector,
the imminent supply gap of nuclear fuel unfolds and
the uranium price recovers as the rapidly expanding
reactor fleet seeks sustainable supplies of primary fuel
Manhattan’s large, competitive resource base will be
under international pressure to be developed”
2012 A N N U A L R E P O R T
79
CHAIRMAN’S REVIEWNOTES
MANHAT TAN CORPO RATI ON LIM I TED
NOTES
80
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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