2014
A N N U A L R E P O R T
ABN 61 123 156 089
www.manhattancorp.com.au
CONTENTS
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
16
26
28
29
29
30
31
32
33
51
52
65
65
68
CORPORATE DIRECTORY
DIRECTORS
Alan J Eggers
B.Sc, B.Sc(Hons), M.Sc, F.S.E.G., MAusIMM, MAIG
Executive Chairman
Marcello Cardaci
B.Juris, LLB, B.Com
John A G Seton
LLM(Hons)
Non Executive Director
Non Executive Director
COMPANY SECRETARY
Sam Middlemas
B.Com, PGradDipBus., CA
BUSINESS OFFICE
Level 1
37 Ord Street
WEST PERTH WA 6005
PO Box 1038
WEST PERTH WA 6872
Telephone:
Facsimile:
+61 8 9322 6677
+61 8 9322 1961
REGISTERED OFFICE
Level 1
37 Ord Street
WEST PERTH WA 6005
INTERNET ACCESS
Email:
Web Site:
info@manhattancorp.com.au
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
INVESTOR ENQUIRIES
Australia:
International:
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1300 850 505
+61 3 9415 4000
+61 8 9323 2033
www.computershare.com.au
AUDITORS
Rothsay Chartered Accountants
Level 1, Lincoln House
4 Ventnor Street
WEST PERTH WA 6005
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
1
CORPORATE GOVERNANCE STATEMENTMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT
CHAIRMAN’S REVIEW
26 September 2014
Dear Shareholders and Investors
I’m pleased, on behalf of the Board and our executive team, to present Manhattan’s
2014 Annual Report including the Financial Statements for the year ended 30 June
2014 and my review of the uranium sector.
2
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTCHAIRMAN’S REVIEW 2014 year in review
Negative industry sentiment, falling supply and lacklustre demand among buyers of nuclear fuel have dominated
the sector. An increase in demand, likely triggered by the restarting of the Japanese mothballed nuclear fleet and
the record new build underway worldwide, is required to drive prices up to levels that would see some existing
producers recommission mines and new mine investments worthwhile, when many operations are running at a
loss.
During the year the uranium price continued its steady decline from around US$34lb this time last year to a nine
year low in May 2014 of US$28lb. However, since the start of August the price has rallied 15%, showing the first
signs of a recovery and a positive trend for many years, to now trade at US$34lb.
Capital raising opportunities for resource juniors remains tight. Despite the negative sentiment in the equities
markets Manhattan was supported, largely by existing sophisticated and institutional shareholders, and successfully
completed a placement of shares in March 2014, at the then market price of 5 cents a share, to raise $550,000.
Whilst maintaining Manhattan’s core uranium asset in Western Australia the Company has cut operations, corporate
overheads, management and staff to minimise the drain on its cash reserves to ensure Manhattan will, in the future
when the sustained turnaround in the sector occurs, be positioned to advance the exploration and assessment of
its flagship Ponton uranium project.
Uranium Industry Growth Outlook
Nuclear energy in most regions of the world has an increasing role to supply electricity markets with reliable, clean,
cost effective base lode power.
On 10 September 2014 a new report by the International Atomic Energy Agency (IAEA) found that demand for
uranium to fuel nuclear power stations will continue to rise despite declining market prices since Fukushima and
lower electricity demand as a result of the global economic downturn.
The IAEA report found exploration has added 7% to the world’s uranium resource base since 2012, or another
10 year’s supply. More than 20 countries produce uranium with Kazakhstan, Canada and Australia the largest
producers accounting for around 63% of world supply. With world nuclear generating capacity expanding IAEA’s
report projects demand for nuclear fuel on the low side of 8% and 88% on the high side growth by 2030.
Uranium Sector Supply Squeeze
Demand for nuclear fuel has declined since March 2011 when Japan’s Fukushima Daiichi nuclear plant was inundated
by a tsunami sparking nuclear plant closures across Japan, safety checks on plants and delays in construction of
new plants around the world that tarnished uranium’s image globally.
Prior to March 2011 Japan accounted for 12% of global nuclear fuel demand.
The recent modest recovery in uranium prices is underpinned by Japan signalling a restart of a number of its
48 idle reactors with the Sendai and Kyushu plants now approved to restart. Mines closures along with delays
in commissioning Cameco’s Cigar Lake mine, a labour dispute at their McArthur River operation in Canada and
political unrest in the Ukraine have also squeezed the supply outlook.
Nuclear Power Record Expansion
The sentiment amongst the world’s largest uranium producers is that the recovery for the industry will take time
but the longer term outlook, as countries such as China and India bring new reactors online, is upbeat.
This view is underwritten by the fact that there are 435 nuclear power plants operable in 31 countries and the new
build continues at an all time record level with 72 reactors now under construction around the world.
3
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTCHAIRMAN’S REVIEW China has recently stepped up efforts to introduce cleaner energy and has the world’s largest ever new build
underway with 29 plants under construction.
In the USA the Nuclear Regulatory Commission has given environmental approvals that clears the way for storing
spent nuclear fuel for one hundred years or more and the US now has 5 new reactors under construction.
In addition to China and the US there are 10 new reactors being constructed in Russia, 6 in India, 5 in South Korea,
3 in Japan, 2 in Slovakia, 2 in Pakistan, 2 in UAE, 2 in Belarus and a number of countries including France, Argentina,
Brazil and Finland with one each under construction.
Yellowcake Supply and New Mine Developments
Inventories, recycling and SWU (increasing enrichment from primary mine supplied yellowcake) are unable to meet
the shortfall and the cessation of Russian HEU weapons grade material in late 2013 has contribute to the drop in
supply. Analysts predict at least 12 to 15 new, medium sized mines producing 3 to 5 million pounds a year, are
required to meet supply by 2020.
However, it’s clear that a substantial increase in the uranium price to at least US$60lb, or much higher, is required
to provide the necessary incentive for new mine investments to meet the primary fuel shortfall.
The immediate driver for the uranium price is these new mines, on average, take 5 to 7 years to approve, build and
produce uranium oxide. New mines need to be designed, financed and construction planned or commenced now
in 2014 to deliver yellowcake into the markets by 2020 and meet the projected demand.
Tenement Holdings and Access Approvals
To reduce costs and exploration expenditures Manhattan has rationalised its exploration tenement holdings to
1,250km2 at Ponton whilst it seeks on ground access approval by the WA government to the key granted exploration
licence, E28/1898, located within the Queen Victoria Spring Nature Reserve.
Gaining access approval to Double 8, Stallion, Highway and Ponton uranium deposits and its advanced exploration
targets at Ponton will see resource definition drilling underway along the 55km of defined palaeochannels where
previous broad spaced drilling has intersected uranium mineralisation amenable to in-situ metal recovery (ISR).
Reported Resource Estimates
Manhattan has 100% control of WA’s 8th largest reported uranium resource with Inferred Resources for Double
8 of 17.2Mlb uranium oxide with four additional drilled Exploration Targets totalling 33 to 67Mlb uranium, at
200ppm U3O8 cutoff, for the Double 8, Stallion South, Highway South and Ponton prospects.
Resource definition drilling will likely deliver resource upgrades and, initially, form the basis of mine development
plans at Ponton.
Project Potential and Future Development
The sand hosted uranium mineralisation at Ponton is located in shallow, 40 to 70 metres deep, palaeochannels.
Tetra Tech’s 2011 desktop scoping study confirmed the uranium deposits have potential to be viable, sustainable
low cost ISR producers with modest capital requirements to develop and lower quartile operational cost profile.
Along with resource drilling at Ponton work will also commence on an environmental impact statement and a
bankable feasibility study in preparation for the uranium mine development approval process.
4
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTCHAIRMAN’S REVIEW
Ponton Project, Uranium Revival and Commitment
Access approval to recommence exploration and resource drilling at Ponton, along with a sustained improvement
in the uranium price and outlook for the sector, will be the catalysts that triggers renewed investor interest in
Manhattan.
In last year’s Annual Report I noted broker predictions were for the uranium market balance to tip into undersupply
by late 2014 to 2015 and prices would recover. I’m optimistic the recent price rally is the beginning of this recovery
and the much needed boost to our prospects in Manhattan.
The Board is confident, with uranium showing signs of a revival, in the medium term outlook for uranium, the
potential of our flagship project at Ponton and remains very much aware of the need to restore shareholder value
for the Company’s investors.
ALAN J EGGERS
Executive Chairman
26 September 2014
5
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTCHAIRMAN’S REVIEW
REVIEW OF OPERATIONS
INTRODUCTION
Manhattan Corporation Limited’s (“Manhattan”) flagship Ponton uranium 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 1,250km2 of 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 (Figures
1 & 2).
The Company is drill testing and developing palaeochannel sand hosted uranium
mineralisation amenable to in-situ metal recovery (“ISR”).
6
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTREVIEW OF OPERATIONS FIGURE 1: MANHATTAN’S AUSTRALIAN URANIUM PROJECTS
In March 2011 Manhattan reported an Inferred Resource for the Double 8 uranium deposit at Ponton in WA of
17.2 million pounds (“Mlb”) of uranium oxide (“U3O8”) at a 200ppm cutoff. This information was prepared and first
disclosed under JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis
that the information has not materially changed since it was last reported.
Exploration Results at Ponton, reported on 7 February 2014, have also identified four wide spaced drilled Exploration
Targets with tonnage ranges of 4 to 45 million tonnes (“Mt”), grade ranges of 250 to 450ppm U3O8 totalling 33 to
67Mlb U3O8 at the 200ppm U3O8 cutoff. In accordance with clause 17 of the JORC Code 2012, the potential quantity
and grade reported as Exploration Targets 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 Mineral Resource.
The four Exploration Targets reported for the Ponton project are:
•
•
•
•
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
The Double 8 Resource Estimate and the Double 8, Stallion South, Highway South and Ponton Exploration Targets
reported here were prepared by the Company’s independent resource consultants Hellman & Schofield.
The Double 8 uranium deposit and the four Exploration Targets at Double 8, Stallion South, Highway South and
Ponton are all located on granted exploration licence, E28/1898, located mostly within the Queen Victoria Spring
Nature Reserve (“QVSNR”) (Figures 2 & 3).
7
REVIEW OF OPERATIONSMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT FIGURE 2: MANHATTAN’S PONTON TENEMENTS
PONTON PROJECT
MANHATTAN TENEMENTS
Exploration Licence Granted
Exploration Licence Application
Uranium Deposit
Uranium Project (mineralisation)
Palaeochannel
REE Targets-Cundeelee Carbonatites
E39/1782
Emperor
Shogun
Mulga Rock Uranium Deposits
(EMA) Resource: 60Mlb U3O8
Ambassador
1,250km2
E39/1143
SHELF
HIGHWAY
E28/1523
EAST ARM
E28/1523
STALLION
STALLION SOUTH
HIGHWAY SOUTH
DOUBLE 8
URANIUM DEPOSITS
PONTON
E28/1898
URANIUM TARGETS
PONTON PALAEOCHANNEL
REE TARGETS
CUNDEELEE
CARBONATITES
E28/2454
QUEEN VICTORIA SPRING
NATURE RESERVE
The four Exploration Targets reported are based on actual exploration results including Manhattan’s aircore and
sonic drilling of over 760 holes and 52,700 metres of drilling along the palaeochannels immediately to the north
of QVSNR, over 50km of conductive palaeochannels defined by the Company’s airborne EM and magnetic surveys
within QVSNR (Figure 3) and uranium mineralised sands discovered in previous drilling of 114 holes and 6,900
metres of drilling and down hole gamma logging by PNC Exploration (“PNC”) and Uranerz Limited (“Uranerz”) in
the area.
Manhattan is now seeking exploration access approval to exploration licence E28/1898 located mostly within
the QVSNR. The licence was granted in August 2011. On gaining exploration access to E28/1898 Manhattan will
recommence drill testing and evaluation of the Double 8 uranium deposit and the four Exploration Targets identified
at Double 8, Stallion South, Highway South and Ponton prospects where resource definition drilling will underpin
the future development of the project.
REVIEW OF PROJECTS
1.
PONTON PROJECT (WA)
Interest:
Manhattan 100%
Operator: Manhattan Corporation Limited
The Ponton project area is underlain by Tertiary palaeochannels within the Gunbarrel Basin. Carbonaceous sand
hosted uranium mineralisation, below 40 to 70 metres of cover, has now been defined by drilling along 55 kilometres
of the palaeochannels at Stallion, Stallion South, Double 8, Ponton, Highway and Highway South 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 is potentially amenable to ISR metal recovery, the lowest cost method of
producing yellowcake with the least environmental impact.
Within E28/1898 approximately 6,900 metres of drilling, in 114 drill holes, was drilled and down hole gamma
logged by PNC and Uranerz in 1983 to 1986. This drilling discovered the palaeochannel sand hosted uranium
mineralisation at Double 8, Stallion South, Highway South and Ponton (Figure 3). Manhattan has obtained and
compiled all the PNC and Uranerz exploration results including the geological drill logs, assay results, down hole
gamma logs, logging tool calibrations and estimated disequilibrium factors. These drill logs and gamma logs have
been digitised and verified by Manhattan’s independent consultants 3D Exploration Pty Ltd.
8
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTREVIEW OF OPERATIONSNIPPON HIGHWAY Forty four (44) of these drill holes were drilled into the Double 8 deposit. Double 8 was found to host roll-front or
tabular type uranium mineralisation in the lower parts of the palaeochannel (40 to 70 metres depth) in reduced
sands. The uranium mineralisation was drill intersected in an area along approximately nine kilometres of the
palaeochannel, at widths of approximately 500m on average and down hole thicknesses of 3 to 25 metres.
From December 2009 to December 2010 Manhattan drilled over 52,700 metres of aircore and sonic drilling in 767
holes along the palaeochannels at Ponton to the north of the QVSNR. Manhattan’s exploration and drilling results
and the historic PNC and Uranerz data have been reviewed and the Inferred Resource estimated for Double 8 and
Exploration Targets reported for Double 8, Stallion South, Highway South and Ponton prospects.
FIGURE 3: DOUBLE 8 RESOURCE, STALLION SOUTH, HIGHWAY SOUTH & PONTON EXPLORATION TARGETS
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. This information was prepared and first disclosed under the JORC Code 2004. It has not been
updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed
since it was last reported.
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REVIEW OF OPERATIONSMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT
Double 8 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 EXPLORATION TARGET
The Double 8 Exploration Target, reported in January 2014, is based on 44 drill holes totalling approximately 2,700
metres of drilling and down hole gamma logs in areas of the deposit where drill spacing is considered too wide to
define a Mineral Resource to an inferred resource status.
Exploration Results have identified a drilled Exploration Target with uranium mineralisation potential, at a 200ppm
U3O8 cutoff, at Double 8 of 4 to 8Mt grading 250 to 450ppm U3O8 containing 1,100 to 2,500 tonnes or 2.5 to 5.5Mlb
of contained U3O8.
Double 8 Exploration Target
DOUBLE 8 EXPLORATION TARGET
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 17 of the JORC Code 2012, the potential quantity and grade reported as Exploration Targets 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 Mineral Resource.
The uranium mineralisation at Double 8 remains open and is yet to be closed off by drilling. Manhattan considers
that further infill drilling, on 100m x 400m centres, 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 2012.
On gaining exploration access to E28/1898, and approval of Manhattan’s Program of Work (“POW”) by the
Department of Mines and Petroleum (“DMP”), the Company plans to complete approximately 200 aircore drill holes
for 16,000 metres of infill resource definition drilling on 400 x 100m centres along the defined palaeochannel within
the reported Inferred Resource area at Double 8. This drilling program, including the resource definition drilling
planned for the Stallion South, Highway South and Ponton prospects, will be completed within approximately one
year of POW approval (Figure 3).
10
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTREVIEW OF OPERATIONS 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 EXPLORATION TARGET
The Stallion South Exploration Target, reported in January 2014, is based on 13 drill holes totalling approximately
780 metres of drilling and down hole gamma logs. This drilling, on approximately 400m x 3km centres along the
palaeochannel, is considered too wide to define a Mineral Resource to an inferred resource status.
Exploration Results have identified a drilled Exploration Target with uranium 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 Exploration Target
STALLION SOUTH EXPLORATION TARGET
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 17 of the JORC Code 2012, the potential quantity and grade reported as Exploration Targets 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 Mineral Resource.
On gaining exploration access to E28/1898, and approval of Manhattan’s POW by DMP, the Company plans to
complete approximately 250 aircore drill holes for 20,000 metres of infill resource definition drilling on 400 x 100m
centres along the defined palaeochannel at Stallion South. This drilling program, including the resource definition
drilling planned for Double 8 and the Highway South and Ponton prospects, will be completed within approximately
one year of POW approval (Figure 3).
4.
HIGHWAY SOUTH (WA)
Manhattan 100%
Interest:
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 EXPLORATION TARGET
The Highway South Exploration Target, reported in January 2014, is based on 33 drill holes totalling approximately
1,980 metres of drilling and down hole gamma logs. This drilling, on approximately 400m x 2km centres along the
palaeochannel, is considered too wide to define a Mineral Resource to an inferred resource status.
Exploration Results have identified drilled Exploration Targets with uranium 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.
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REVIEW OF OPERATIONSMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT
Highway South Exploration Target
HIGHWAY SOUTH EXPLORATION TARGET
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 17 of the JORC Code 2012, the potential quantity and grade reported as Exploration Targets 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 Mineral Resource.
On gaining exploration access to E28/1898, and approval of Manhattan’s POW by DMP, the Company plans to
complete approximately 250 aircore drill holes for 20,000 metres of infill resource definition drilling on 400 x 100m
centres along the defined palaeochannel at Highway South. This drilling program, including the resource definition
drilling planned for Double 8 and the Stallion South and Ponton prospects, will be completed within approximately
one year of POW approval (Figure 3).
5.
PONTON (WA)
Interest:
Manhattan 100%
Operator: Manhattan Corporation Limited
Ponton is located along the palaeochannel to the southeast of Double 8. This prospect is within 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.
PONTON EXPLORATION TARGET
The Ponton Exploration Target, reported in January 2014, is based on 24 drill holes totalling approximately
1,440 metres of drilling and down hole gamma logs. This drilling, on approximately 1km x 1km centres along the
palaeochannel, is considered too wide to define a Mineral Resource to an inferred resource status.
Exploration Results have identified drilled Exploration Targets with uranium mineralisation potential, at a 200ppm
U3O8 cutoff, for the Ponton prospect of 23 to 45Mt grading 250 to 350ppm U3O8 containing 6,800 to 13,600 tonnes
or 15 to 30Mlb of contained U3O8.
Ponton Exploration Target
PONTON EXPLORATION TARGET
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 17 of the JORC Code 2012, the potential quantity and grade reported as Exploration Targets 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 Mineral Resource.
On gaining exploration access to E28/1898, and approval of Manhattan’s POW by DMP, the Company plans to
complete approximately 300 aircore drill holes for 24,000 metres of infill resource definition drilling on 400 x 100m
centres along the defined palaeochannel at the Ponton prospect. This drilling program, including the resource
definition drilling planned for Double 8 and the Stallion South and Highway South prospects, will be completed
within approximately one year of POW approval (Figure 3).
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MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTREVIEW OF OPERATIONS
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 along 8 kilometres of the palaeochannel at Stallion (Figure 3). 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 resource potential for Stallion is being assessed by the Company’s independent resource consultants. The
secular disequilibrium data for 205 sonic and aircore drill holes indicates a positive disequilibrium factor of 1 to
over 3 above 80ppm U3O8 and confirms that a disequilibrium factor for the Stallion prospect may be significantly
higher than the x1.2 currently assumed for the reported Inferred Resources and Exploration Targets at Ponton. The
application of the high resolution Germanium HpGe down hole probe when drilling recommences, that detects
protactinium isotope Pa214 which reaches equilibrium with U238 within days, will establish (with the required
statistical confidence) the conversion of the high resolution gamma logs to uranium grades for reporting of resource
estimates 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.
7.
HIGHWAY (WA)
Interest:
Operator: Manhattan Corporation Limited
Manhattan 100%
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 along 10 kilometres of the palaeochannel at Highway (Figure 3). 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.
As at Stallion, the resource potential for Highway is being assessed by the Company’s independent resource
consultants. The secular disequilibrium data also indicates a positive disequilibrium factor of 1 to over 3 above
80ppm U3O8 and confirms that a disequilibrium factor for the Highway prospect may be significantly higher than
the x1.2 currently assumed for the reported resource estimates at Ponton. Again, the application of the high
resolution Germanium HpGe down hole probe when drilling recommences, that detects protactinium isotope
Pa214 which reaches equilibrium with U238 within days, will establish (with the required statistical confidence) the
conversion of the high resolution gamma logs to uranium grades for reporting of resource estimates 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 Shelf previous drilling by PNC and Uranerz on 200m x 100m centres identified shallower lignite hosted uranium
mineralisation within the upper sandstone and claystone. In 2010 Manhattan drilled 8 duplicate aircore holes into,
and confirmed, the lignite mineralisation at Shelf.
13
REVIEW OF OPERATIONSMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT
As well, in 2010 Manhattan drilled on lines approximately 800m and 1.2km apart along 20km of the palaeochannel
to the north of Shelf and Highway to test the potential for additional resources within the palaeochannel to the
north.
The resource potential for Shelf is being reviewed. As at Stallion and Highway, the application of the high resolution
Germanium HpGe probe down hole logging will establish (with the required statistical confidence) the conversion
of the high resolution gamma logs to uranium grades for reporting of resource estimates at Shelf.
9.
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 195km2 bordering the Northern
Territory. Northern Minerals Limited (“Northern”) retains a 60% interest in the Gardner Range JV, are operators and
can earn up to an 80% interest in the joint venture by sole funding and completing a mining prefeasibility study.
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.
SUMMARY
In March 2011 Manhattan reported Inferred Resource for Double 8 of 17.2Mlb of uranium oxide and in February
2014 the Company reported an additional four drilled Exploration Targets with uranium mineralisation potential
totalling 33 to 67Mlb U3O8, at the 200ppm U3O8 cutoff, for the Double 8, Stallion South, Highway South and Ponton
prospects.
Secular disequilibrium data for 205 sonic and aircore drill samples confirmed the positive disequilibrium factors
of 1 to over 3 above 80ppm U3O8 from Stallion and Highway drilling. This factor is significantly higher than the
x1.2 currently assumed for the reported Inferred Resources and Exploration Targets in Manhattan’s uranium
deposits and prospects at Ponton. The application of the high resolution Germanium HpGe down hole probe, when
drilling recommences, is required to establish (with the required statistical confidence) the conversion of the high
resolution gamma logs to uranium grades for reporting of future resource estimates at Ponton.
The sand hosted uranium mineralisation is located in shallow, 40 to 70 metres deep, contiguous palaeochannels
along 55km of strike at Ponton. Manhattan’s three granted Exploration Licences and two EL applications over the
prospective palaeochannels at Ponton cover an area of 1,250km2.
Tetra Tech’s 2011 desktop scoping study confirms Manhattan’s shallow near surface sand hosted palaeochannel
uranium deposits at Ponton have potential to be viable, sustainable low cost ISR uranium producers with modest
capital requirements to develop.
On resumption of drilling at Ponton work will also commence on an environmental impact statement (“EIS”) and a
bankable feasibility study (“BFS”) in preparation for the uranium mine development approval process.
Whilst Manhattan awaits the turnaround in the uranium sector, and gaining its exploration access approvals,
the Company has rationalised the Ponton project tenements to reduce ongoing holding and compliance costs
whilst maintaining the integrity of the project and control of the reported uranium resources and mineralised
palaeochannels.
The Company has now cut operations, corporate overheads, management and staff to minimise the drain on
its cash resources to ensure Manhattan will, in the future when the sector turnaround occurs, be positioned to
advance the exploration and assessment of its flagship Ponton uranium project.
14
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTREVIEW OF OPERATIONS
The Western Australian State government’s commitment to support and develop the emerging WA uranium mining
sector is positive and Manhattan remains focussed on gaining government approval of ground access to E28/1898
and commencing resource definition drilling on its Double 8, Stallion, Highway and Ponton uranium deposits and
advanced prospects in WA.
The Company 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
26 September 2014
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 2012 Edition of the Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves “JORC Code 2012”. 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.
15
REVIEW OF OPERATIONSMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT DIRECTOR’S REPORT
The Directors have pleasure in presenting their
Annual Report and Financial Statements
for
Manhattan Corporation Limited (“Manhattan”) for
the year ended 30 June 2014.
16
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTDIRECTORS’ REPORT PRINCIPAL ACTIVITIES
The principal continuing activity of Manhattan during the year was mineral exploration and development and
evaluation of mineral projects and corporate opportunities in the resource sector world wide.
There has been no significant change in the nature of Manhattan’s business activities during the year under review.
OPERATING RESULTS
The loss of the Company for the year, after provision for income tax, amounted to $4,273,251 (2013: $704,081)
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.
In the last Financial Year to 30 June 2014 the Company has focussed on exploration and development of its two
Western Australian uranium projects at Ponton and Gardner Range.
Manhattan’s flagship Ponton uranium 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 1,250km2 of 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.
The Company is drill testing and developing palaeochannel sand hosted uranium mineralisation amenable to in-situ
metal recovery (“ISR”). Drilling within the palaeochannels has established extensive continuity of the carbonaceous
sand hosted uranium mineralisation for over 55km of strike within the Company’s licences at Ponton.
In March 2011 Manhattan reported an Inferred Resource for the Double 8 uranium deposit at Ponton in WA of
17.2 million pounds (“Mlb”) of uranium oxide (“U3O8”) at a 200ppm cutoff. This information was prepared and first
disclosed under JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis
that the information has not materially changed since it was last reported.
Exploration Results at Ponton, reported on 7 February 2014, have also identified four wide spaced drilled Exploration
Targets with tonnage ranges of 4 to 45 million tonnes (“Mt”), grade ranges of 250 to 450ppm U3O8 totalling 33 to
67Mlb U3O8 at the 200ppm U3O8 cutoff. In accordance with clause 17 of the JORC Code 2012, the potential quantity
and grade reported as Exploration Targets 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 Mineral Resource.
The four Exploration Targets reported for the Ponton project are:
•
•
•
•
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
The Double 8 uranium deposit and the four Exploration Targets at Double 8, Stallion South, Highway South and
Ponton are all located on granted exploration licence, E28/1898, located mostly within the Queen Victoria Spring
Nature reserve (“QVSNR”).
The four Exploration Targets reported are based on actual exploration results including Manhattan’s aircore and
sonic drilling of over 760 holes and 52,700 metres of drilling along the palaeochannels immediately to the north of
the QVSNR, over 50km of conductive palaeochannels defined by the Company’s airborne EM and magnetic surveys
within QVSNR and uranium mineralised sands discovered in previous drilling of 114 holes and 6,900 metres of
drilling and down hole gamma logging by PNC Exploration (“PNC”) and Uranerz Limited (“Uranerz”) in the area.
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.
17
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTDIRECTORS’ REPORT Manhattan is now seeking exploration access approval to exploration licence E28/1898 located mostly within
the QVSNR. The licence was granted in August 2011. On gaining exploration access to E28/1898 Manhattan will
recommence drill testing and evaluation of the Double 8 uranium deposit and the four Exploration Targets identified
at Double 8, Stallion South, Highway South and Ponton prospects where resource definition drilling 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 where
Northern Minerals Limited are currently operators and earning up to an 80% interest by sole funding and completing
a mining prefeasibility study.
The Company continues to review a number of M&A proposals and advanced uranium project acquisition
opportunities to grow the Company and generate additional shareholder value.
A full review of operations for the Financial Year, together with future prospects that form part of this Report, are
presented in the Chairman’s Review and the Review of Operations on pages 2 to 15 of this Annual Report.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
In the opinion of the Directors there were no other significant changes in the state of affairs of the Company that
occurred during the Financial Year under review.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
There has not arisen since the end of the Financial Year any item, transaction or event of a material nature, in the
opinion of the Directors of the Company, to affect significantly the operation of the Company, the results of those
operations, or the state of affairs of the Company in future Financial Years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
There is no likely or expected change to the operations of the Company to systematically explore the Company’s
key projects, in particular the Ponton projects. The Company will continue to review all business development
opportunities that present themselves in an effort to enhance the exploration and development portfolio. This
activity may or may not lead to future acquisitions, divestments, joint ventures and other changes to the Company’s
project portfolio.
ENVIRONMENTAL OBLIGATIONS
The Company operates within the resources sector and conducts its business activities with respect for the
environment while continuing to meet the expectations of the shareholders, employees and suppliers. The
Company’s exploration activities are currently regulated by significant environmental regulation under laws of the
Commonwealth and states and territories of Australia. The Company aims to ensure that the highest standard
of environmental care is achieved, and that it complies with all relevant environmental legislation. The Directors
are mindful of the regulatory regime in relation to the impact of the organisational activities on the environment.
There have been no known breaches by the Company during the Financial Year.
In February 2011 Manhattan adopted an Environmental Policy that included an Environmental Management Plan
for Queen Victoria Spring Nature Reserve, and included the Environmental Policy in its Corporate Governance Statement.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of
Manhattan support and have adhered to the ASX principles of corporate governance (as appropriate for a company
of Manhattan’s size). Manhattan’s Corporate Governance Statement is contained in this Annual Report and posted
on its web site.
DIRECTORS AND COMPANY SECRETARY
The following persons held office as Directors and Company Secretary of Manhattan during the year. All Directors,
and the Company Secretary, were in office for the entire period unless otherwise stated:
Alan J Eggers
Marcello Cardaci
John A G Seton
Robert (Sam) Middlemas
18
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTDIRECTORS’ REPORT 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 capitalisation 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 Corporate 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
director of Style Ltd (17 May 2013 to current) and was formerly a director of Sphere Minerals Limited (2 June 1999
to 17 November 2010), Tianshan Goldfields Limited (2 February 2009 to 13 November 2010), Forge Group Limited
(4 June 2007 to 24 October 2013) and Lemur Resources Ltd (8 November 2010 to 5 November 2013).
John A G Seton LLM(Hons)
NON EXECUTIVE DIRECTOR
John Seton is an Auckland based solicitor with extensive experience in commercial law, stock exchange listed
companies and the mineral resource sector. He is chief executive officer of TSX and ASX listed Besra Gold Inc,
a former director of Besra (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 the 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, an unlisted public company. Mr
Seton also holds a number of private company directorships.
Robert (Sam) Middlemas B.Com, PGradDipBus., CA, MAICD
COMPANY SECRETARY
Sam Middlemas was appointed Company Secretary and Chief Financial Officer on 3 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.
REMUNERATION REPORT
The remuneration report for the Financial Year ended 30 June 2014 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.
19
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTDIRECTORS’ REPORT (A) Principles Used to Determine the Nature and Amount of Remuneration
The primary functions of the Remuneration Committee are to:
Make specific recommendations to the Board on remuneration of Director’s and senior officers;
Recommend the terms and conditions of employment for the Executive Chairman;
Undertake a review of the Executive Chairman’s performance, at least annually, including setting with the
Executive Chairman’s goals for the coming year and reviewing progress in achieving those goals;
Consider and report to the Board on the recommendations of the Executive Chairman on the remuneration
of all direct reports; and
Develop and facilitate a process for Board and Director evaluation.
The Board has elected not to establish a remuneration committee based on the size of the organisation and has
instead agreed to meet as deemed necessary and allocate the appropriate time at its regular Board meetings.
Non Executive Directors
Fees and payments to Non Executive Directors reflect the demands which are made on, and the responsibilities
of, the Directors. Non Executive Directors’ fees and payments are reviewed annually by the Board. The
Executive Chairman’s fees are determined independently to the fees of Non Executive Directors based on
comparative roles in the external market. The Executive Chairman is not present at any discussions relating
to determination of his own remuneration.
Directors’ Fees
The current base remuneration was reviewed in July 2010 in light of current conditions and the cash reserves
of the Company. Non Executive Directors’ fees are determined within an aggregate Directors’ fee pool limit,
which is periodically recommended for approval by shareholders. The maximum Directors fees approved by
shareholders and payable currently stands at $200,000 per annum.
The following fees have applied during the Financial Year:
Base Fees
Non Executive Directors
2014
$0
2013
$35,000
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 as part of Directors’ overall fee entitlements.
Executive Pay
The Executive pay and reward framework has two components:
• Base pay and benefits, including superannuation; and
• Long term incentives through issue of share options.
The combination of these comprises the Executive’s total remuneration. The Company revisits its long term
equity linked performance incentives for Executives as deemed necessary by the Board. The equity linked
performance incentives take the form of share options to provide incentives for the Directors and senior
management to drive shareholder value through growth in share price.
Base Pay
Structured as a total employment cost package which may be delivered as a combination of cash and
prescribed non financial benefits at the Executives’ discretion. Executives are offered a competitive base
pay that comprises the fixed component of pay and rewards. Base pay for Executives is reviewed annually
to ensure the Executive’s pay is competitive with the market. An Executive’s pay is also reviewed every 12
months and will be adjusted in line with the Executive’s performance and current market conditions.
20
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTDIRECTORS’ REPORT
Benefits
Executives and Key Management Personnel are entitled to receive additional benefits or allowances.
Long Term Incentives
The Executives are entitled to share options as approved by shareholders.
(B) Details of Remuneration
Amounts of Remuneration
Details of the remuneration of the Directors, the Key Management Personnel (as defined in AASB 124 Related
Party Disclosures) and Executives of Manhattan Corporation Limited for the Financial Year are set out in the
following tables.
The Key Management Personnel are the Directors of Manhattan Corporation Limited during the Financial Year
which were:
Alan J Eggers
Marcello Cardaci
John A G Seton
Executive Chairman
Non Executive Director
Non Executive Director
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
EQUITY
COMPENSATION
TOTAL
PERCENTAGE
OPTIONS
Directors
Alan J Eggers1
Marcello Cardaci
John A G Seton2
Key Management Personnel
Sam Middlemas3
Total Compensation
Directors
Alan J Eggers1
Marcello Cardaci
John A G Seton2
Key Management Personnel
Sam Middlemas3
Total Compensation
Cash Salary &
Fees
Options
30 June 2014
$
$
$
247,915
-
-
27,630
275,545
30 June 2013
$
349,998
35,000
35,000
28,920
448,918
-
-
-
-
-
-
-
-
-
-
$
247,915
-
-
-
27,630
275,545
$
349,998
35,000
35,000
-
-
28,920
448,918
%
%
-
-
-
-
-
-
-
-
-
-
1 Mr Eggers was appointed Executive Chairman on 21 July 2009. All fees were paid under a Consultancy Agreement with Wesmin Consulting
Pty Ltd.
2 Mr Seton was appointed as a Non Executive Director on 21 July 2009. All fees paid to his private Company Jura Trust Limited.
3 Mr Middlemas was appointed Company Secretary on 3 March 2009. All fees were paid under a Consultancy Agreement with Sparkling
Investments Pty Ltd.
21
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTDIRECTORS’ REPORT
There were no other executive officers who received emoluments during the Financial Year ended 30 June
2014.
(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 Corporate Pty Ltd (“Wesmin”);
Term of agreement. Continues indefinitely until cancelled by the Company or the Executive;
Base Consulting fees of $360,000 per annum plus reimbursement of relevant expenses and costs;
Agreement and fees reviewed by a committee of the Board of Directors on a regular basis;
Subject to shareholder approval, 2,250,000 options to acquire ordinary shares in the capital of the
Company (10 cents, expire 5 years from the date of grant);
Subject to shareholder approval, 2,250,000 options to acquire ordinary shares in the capital of the
Company (12 cents, expire 5 years from the date of grant); 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 2014) 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 2014
21 July 2009
21 July 2011
21 July 2014
$0.60
$1.00
$0.35
$0.32
100%
100%
Options granted carry no dividend or voting rights.
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. When exercisable, each option is convertible into one
ordinary share of Manhattan. There were no new shares issued on exercise of employee incentive options
(2013: Nil) by a Company Director or officer during the Financial Year ended 30 June 2014.
Further information on the options is set out in Note 24 to the Financial Statements.
22
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTDIRECTORS’ REPORT
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.
(E) Additional Information
Details of Remuneration: Options
Options are issued to Directors and Executives as part of their remuneration. The options are not issued based
on performance criteria, but are issued to the majority of Directors and Executives of Manhattan Corporation
Limited to increase goal congruence between Executives, Directors and shareholders. Options issued to
Directors and Key Management Personnel at 30 June 2014 were as follows:
DIRECTORS OF
MANHATTAN
YEAR
GRANTED
VESTED
PERCENTAGE
FINANCIAL
YEARS IN WHICH
OPTIONS VESTED
NUMBER OF
OPTIONS
ISSUED1
Alan J Eggers
Marcello Cardaci
John A G Seton
Key Management
Personnel
2009
2009
2009
100
100
100
2011, 2012
2011, 2012
2011, 2012
4,500,000
1,000,000
1,000,000
Sam Middlemas
2009
100
2011, 2012
1,000,000
MAXIMUM
TOTAL
VALUE OF
GRANT YET
TO VEST
$
-
-
-
-
1 All options expired on 21 July 2014 and there have been no other changes to the Directors or Key Management Personnel interests as at
the date of this report.
(F) Loans to Directors and Executives
There were no loans to Directors and Executives during the Financial Year.
This is the end of the Audited Remuneration Report.
DIRECTORS’ INTERESTS
The relevant interest of each Director in the shares or options issued by the Company as notified by the Directors
to the ASX in accordance with S205G(1) of the Corporations Act 2001, at the date of this report are as follows:
DIRECTORS
ORDINARY SHARES
OPTIONS OVER ORDINARY SHARES
Alan J Eggers
Marcello Cardaci
John A G Seton
31,201,461
2,815,726
26,658,721
NIL
NIL
NIL
23
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTDIRECTORS’ REPORT
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
12 March 2010
12 March 2010
12 March 2015
12 March 2015
$1.80
$2.20
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 no options exercised during the Financial Year.
DIRECTORS’ MEETINGS
The number of Directors’ board meetings and the number of board meetings attended by each of the Directors of
the Company for the time the Director held office during the Financial Year were:
DIRECTORS
NUMBER ELIGIBLE TO
ATTEND
NUMBER ATTENDED
Alan J Eggers
Marcello Cardaci
John A G Seton
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 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:
24
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTDIRECTORS’ REPORT
AUDIT SERVICES
2014
2013
Rothsay Chartered Accountants
Audit and Review of Financial Statements
Tax Work under the Corporations Act 2001
Total Remuneration for Audit Services
$
9,500
4,000
13,500
$
13,500
3,000
16,500
DIRECTORS’ AND OFFICERS INSURANCE
During the Financial Year, Manhattan paid a premium to insure the Directors and the Company Secretary.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be
brought against the officers in their capacity as officers of the Company, and any other payments arising from
liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that
arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their
position or of information to gain advantage for themselves or someone else or to cause detriment to the Company.
It is not possible to apportion the premium between amounts relating to the insurance against legal costs and
those relating to other liabilities.
AUDITORS’ INDEPENDENCE DECLARATION
A copy of the Auditors’ Independence Declaration as required under section 307C of the Corporations Act 2001 is
set out on page 28 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 26 September 2014
ALAN J EGGERS
Executive Chairman
25
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTDIRECTORS’ REPORT AUDITOR’S REPORT
26
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTDIRECTORS’ REPORT AUDITOR’S REPORT
26th
27
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTDIRECTORS’ REPORT AUDITOR’S DECLARATION
26th
28
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTAUDITOR’S DECLARATION FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the Year Ended 30 June 2014
REVENUE
Revenue from Continuing Operations
EXPENSES
Expenses Excluding Finance Costs
Finance Costs
Loss Before Income Tax
Income Tax Expense
Loss For The Year
Total Comprehensive Loss for the Year Attributable
to Members of Manhattan Corporation Limited
Basic Earnings/(Loss) Per Share
Diluted Earnings/(Loss) Per Share
Note
2014
2013
$
23,771
$
485,769
(4,713,908)
(1,575,916)
(1,174)
(2,219)
(4,691,311)
(1,092,366)
418,060
388,285
(4,273,251)
(704,081)
(4,273,251)
(704,081)
(4.2) cents
(4.2) cents
(0.7) cents
(0.7) cents
5
6
8
7
7
The Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying
Notes that form part of these Financial Statements.
29
FINANCIAL STATEMENTSMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2014
Note
2014
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
10
11
12
14
13
15
16
2013
$
647,906
180,415
16,500
844,821
2,185
8,922,510
8,924,695
$
733,845
141,070
-
874,915
-
5,122,934
5,122,934
5,997,849
9,769,516
22,574
-
22,574
64,200
6,790
70,990
22,574
70,990
5,975,275
9,698,526
17
18
16,893,633
4,654,693
16,343,633
4,654,693
(15,573,051)
(11,299,800)
TOTAL EQUITY
5,975,275
9,698,526
The Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes that
form part of these Financial Statements.
30
FINANCIAL STATEMENTSMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended 30 June 2014
Consolidated
Note
Contributed
Equity
Options
Reserve
Accumulated
Losses
Total
Balance at 1 July 2012
Total Comprehensive Income
Transactions with Owners in Their Capacity as Owners
Shares Issued During the Year
Directors, Employees and Consultants Options
Balance at 30 June 2013
Total Comprehensive Income
$
$
$
$
15,347,661
4,654,693 (10,595,719)
9,406,635
-
995,972
-
-
-
-
(704,081)
(704,081)
-
-
995,972
-
16,343,633
4,654,693 (11,299,800)
9,698,526
-
-
-
(4,273,251)
(4,273,251)
-
550,000
Transactions with Owners in their Capacity as Owners
Shares Issued During the Year
17b
550,000
Balance at 30 June 2014
16,893,633
4,654,693 (15,573,051)
5,975,275
The Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes
that form part of these Financial Statements.
31
FINANCIAL STATEMENTSMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended 30 June 2014
Note
2014
Cash Flows From Operating Activities
Payments to Suppliers and Employees
Interest Received
Net Cash Flows From/(Used In) Operating Activities
23
Cash Flows From Investing Activities
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 and Cash Equivalents at End of Period
10
$
(529,249)
12,548
(516,701)
440,560
11,225
(399,145)
52,640
550,000
-
550,000
85,939
647,906
733,845
2013
$
(961,275)
19,736
(941,539)
444,353
466,033
(994,447)
(84,061)
995,972
-
995,972
(29,628)
677,534
647,906
The Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes that form
part of these Financial Statements.
32
FINANCIAL STATEMENTSMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2014
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 $4,273,251 (2013: $704,081) and a net cash outflow from
operating activities of $516,703 (2013: $941,539).
At 30 June 2014 the Group had cash assets of $733,845 (2013: $647,906) and working capital of $852,341
(2013: $773,831).
The Company has reduced operating cash outflow to minimal levels while it assesses the market and
opportunities. 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 2014 and the results of the subsidiary for
the year then ended.
Subsidiaries are all those entities (including special purpose entities) over which the Group has the
power to govern the financial and operating policies, so as to obtain benefits from its activities, generally
accompanying a shareholding of more than one-half of the voting rights. The existence and effect of
potential voting rights that are currently exercisable or convertible are considered when assessing
whether the Group controls another entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the Parent
Entity, using consistent accounting policies. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
de-consolidated from the date that control ceases.
2014 ANNUAL REPORT
33
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS
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 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.
34
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS2014 ANNUAL REPORT
(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.
(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.
2014 ANNUAL REPORT
35
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS Financial Assets at Fair Value Through Profit or Loss
This category has two sub-categories: financial assets held for trading, and those designated at fair value
through profit or loss on initial recognition. A financial asset is classified in this category if acquired principally
for the purpose of selling in the short term or if so designated by management. The policy of management is
to designate a financial asset at fair value through profit or loss if there exists the possibility it will be sold in
the short term and the asset is subject to frequent changes in value. Derivatives are also categorised as held
for trading unless they are designated as hedges. Assets in this category are classified as current assets if they
are either held for trading or are expected to be realised within twelve months of the year ending 30 June.
Loans and Receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They arise when the Group provides money, goods or services directly to a
debtor with no intention of selling the receivable. They are included in current assets, except for those with
maturities greater than twelve months after the year ending 30 June which are classified as non current
assets. Loans and receivables are included in receivables in the year ending 30 June.
Available for Sale Financial Assets
Available for sale financial assets, comprising principally marketable equity securities, are non-derivatives
that are either designated in this category or not classified in any of the other categories. They are included
in non current assets unless management intends to dispose of the investment within twelve months of the
year ending 30 June.
Purchases and sales of investments are recognised on trade date being the date on which the Group commits
to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all
financial assets not carried at fair value through profit or loss. Financial assets are derecognised when the
rights to receive cash flows from the financial assets have expired or have been transferred and the Group
has transferred substantially all the risks and rewards of ownership.
Available for sale financial assets and financial assets designated through profit or loss are subsequently
carried at fair value. Loans and receivables and held to maturity investments are carried at amortised cost
using the effective interest rate method. Realised and unrealised gains and losses arising from changes in
the fair value of the “financial assets at fair value through profit or loss” category are included in the income
statement in the period in which they arise. Unrealised gains and losses arising from changes in the fair
value of non monetary securities classified as available for sale are recognised in equity in the net unrealised
gains reserve. When securities classified as available for sale are sold or impaired, the accumulated fair
value adjustments previously reported in equity are included in the income statement as gains and losses on
disposal of investment securities.
The Group assesses at each balance date whether there is objective evidence that a financial asset or group
of financial assets is impaired. In the case of equity securities classified as available for sale, a significant
or prolonged decline in the fair value of a security below its cost is considered in determining whether the
security is impaired. If any such evidence exists for available for sale financial assets, the cumulative loss,
measured as the difference between the acquisition cost and the current fair value, less any impairment
loss on that financial asset previously recognised in profit and loss is transferred from equity to the income
statement. Impairment losses recognised in the income statement on equity instruments classified as held
for sale are not reversed through the income statement.
(m) Plant and Equipment
Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated
impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the
items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and
the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income
statement during the financial period in which they are incurred.
Plant and equipment are depreciated on a reducing balance or straight line basis at rates based upon their
effective lives up to five years.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each year ending 30
June.
36
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS2014 ANNUAL REPORT (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”).
(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.
37
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS (q) New Accounting Standards and UIG Interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for
the 30 June 2014 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.
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)
(ii)
(iii)
Foreign Exchange Risk
The Group does not currently operate internationally and therefore its exposure to foreign
exchange risk arising from currency exposures is limited.
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.
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.
38
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS2014 ANNUAL REPORT
(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 hel d 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 $874,915 (2013: $828,321).
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
2014
$
733,845
141,070
874,915
2013
$
647,906
180,415
828,321
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 $22,574 (2013: $64,200). 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
Other Revenue From Continuing Operations
Interest
Revenue from Sale of Investments
Total
2014
$
12,546
11,225
23,771
2013
$
19,736
466,033
485,769
39
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS
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
Total Expenses, Excluding Finance Costs
(b) Finance Costs
FINANCE COSTS
Total Finance Costs - bank fees and charges
7. EARNINGS (LOSS) PER SHARE
2014
$
16,500
775
2,185
35,595
27,630
162,137
175,090
4,198,594
31,500
-
63,902
4,713,908
2014
$
1,174
2013
$
506,500
17,007
12,322
36,071
28,920
346,010
302,875
91,592
81,683
-
152,936
1,575,916
2013
$
2,219
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
2014
$
(0.042)
(4,273,251)
Weighted Average Number of Ordinary Shares
Number
Outstanding During the Year Used in Calculating Basic EPS
102,495,451
2013
$
(0.007)
(704,081)
Number
94,563,796
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.
40
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS2014 ANNUAL REPORT
(a) Capital Allotment Subsequent To Year End
The Company has not undertaken any capital raising(s) post 30 June 2014.
8.
INCOME TAX EXPENSE
(a)
Income Tax Expense
INCOME TAX EXPENSE
Current Tax
Deferred Tax
Under (Over) Provided in Prior Years
Total Income Tax Expense
(b) Deferred Income Tax Expense Comprises
DEFERRED INCOME TAX EXPENSE
(Decrease)/Increase in Deferred Tax Asset
(Decrease)/Increase in Deferred Tax Liability
Total Deferred Income Tax Expense
2014
$
2013
$
(112,500)
(135,000)
-
(305,560)
(418,060)
-
(253,285)
(388,285)
2014
$
-
-
-
2013
$
-
-
-
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
2014
$
Loss From Continuing Operations Before Income Tax
(4,691,311)
Tax at the Australian rate of 30%
(1,407,393)
2013
$
(1,092,365)
(327,710)
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
(1,139,872)
(270,857)
-
1,582
-
75,000
(5,912)
199,787
(2,936)
(112,500)
(112,500)
-
12,140
-
90,000
(5,513)
502,673
(733)
(135,000)
(135,000)
41
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS
(d) Tax Losses and Other Timing Differences for Which No Deferred Tax Asset has been Recognised
TAX LOSSES RECOGNISED
2014
$
Unused Tax Losses with no Deferred Tax Asset Recognised
4,008,438
Accrued Superannuation/Provision for Annual Leave
Total Tax Losses
2,100
4,010,538
2013
$
3,912,925
5,037
3,917,962
The Group has tax losses arising in Australia of $13,361,461 ($4,008,438 at 30% tax rate) (2013: $3,912,925)
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
2014
$
1,174
732,671
733,845
2013
$
16,820
631,086
647,906
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
(a) Fair Values and Credit Risk
2014
$
12,436
112,500
16,134
141,070
2013
$
44,639
135,000
776
180,415
Due to the short term nature of these receivables the carrying values represent their respective fair
values at 30 June 2014.
42
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS2014 ANNUAL REPORT
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
2014
$
-
2013
$
16,500
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
2014
$
8,922,510
399,018
(4,198,594)
5,122,934
2013
$
8,019,527
994,575
(91,592)
8,922,510
14. PROPERTY, PLANT AND EQUIPMENT (NON CURRENT)
PROPERTY, PLANT AND EQUIPMENT
2014
2013
Computer Equipment and Software
Cost or Fair Value
Accumulated Depreciation
Net Book Amount
$
48,909
(48,909)
-
$
48,909
(46,724)
2,185
Opening Net Book Amount
2,185
14,507
Additions
Disposals
Depreciation Charge for the Year
Closing Net Book Amount
-
-
(2,185)
-
-
-
(12,322)
2,185
43
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS
15. TRADE AND OTHER PAYABLES (CURRENT)
TRADE AND OTHER PAYABLES
Trade Payables
Other Creditors
Total Trade and Other Payables
2014
$
9,759
12,815
22,574
2013
$
10,765
53,436
64,201
Trade payables and other creditors are non interest bearing and will be settled on 30 to 60 day terms.
16. PROVISIONS (CURRENT)
PROVISIONS
2014
2013
Current
Provisions for Annual Leave
Total Provisions
17. ISSUED CAPITAL
(a) Ordinary Shares
$
-
-
$
6,790
6,790
ISSUED CAPITAL
NOTE
2014
2013
2014
2013
Ordinary Shares
Shares
Shares
$
$
Issued and Fully paid
(a)
111,476,273
100,476,273
16,893,633
16,343,633
Total Contributed Equity
111,476,273
100,476,273
16,893,633
16,343,633
(b) Share Movements During the Year
SHARE MOVEMENTS
2014
2013
Number of
Shares
$
Number of
Shares
$
1 July 2013
100,476,273
16,343,633
93,330,398
15,347,661
New Shares Issued During Year
Placement of Securities at 5 cents
11,000,000
550,000
7,145,875
1,000,423
Share Issue costs
30 June 2014
111,476,273
16,893,633
100,476,273
16,343,633
-
(4,451)
44
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS2014 ANNUAL REPORT
(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.
Capital Risk Management
Note
2014
Total Borrowings
Less Cash and Cash Equivalents
10
Net Cash
Total Equity
Total Capital
18. RESERVES
$
-
733,845
733,845
2013
$
-
647,906
647,906
5,975,274
6,709,119
9,698,526
10,346,432
Share Based Payment Reserve
2014
$
2013
$
Balance at Beginning of the Year
4,654,693
4,654,693
Share Based Payments
-
-
Total Share Based Payments Reserve
4,654,693
4,654,693
Nature and Purpose of Reserves
The share based payment reserve is used to recognise the fair value of options issued to Directors, consultants
and employees.
19. KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Directors
The following persons were Directors of Manhattan during the Financial Year:
Name
Alan J Eggers
Marcello Cardaci
John A G Seton
Position
Executive Chairman
Non Executive Director
Non Executive Director
45
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS
(b) Key Management Personnel
The following persons were Key Management Personnel of Manhattan during the Financial Year:
Name
Sam Middlemas
Position
Company Secretary
(c) Key Management Personnel Compensation
Key Management Personnel Compensation
Short Term Employee Benefits
Post Employment Benefits
Share Based Payments
Total Compensation
2014
$
2013
$
275,545
448,918
-
-
-
-
275,545
448,918
(d) Remuneration of Directors and Key Management Personnel
(i)
(ii)
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.
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
Key Management
Personnel
Sam Middlemas
1,000,000
Total
7,500,000
2014
-
-
-
-
-
2013
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
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
-
-
-
-
-
-
-
-
-
-
1 Mr Marcello Cardaci has an indirect interest via a current association with the trustee of Pollara Trust with respect to the Options. Registered
holder is Pollara Pty Ltd as trustee of the Pollara Trust.
46
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS2014 ANNUAL REPORT
(iii)
Share Holdings
The numbers of shares in the Company held during the Financial Year by each Director of Manhattan
Limited and Key Management Personnel of the Company, including their personally related parties
are set out below. There were no shares granted during the reporting period as compensation.
DIRECTORS AND
OFFICERS SHARE
HOLDINGS
BALANCE AT THE
START OF THE
YEAR
SHARE
PURCHASES
SHARE SALES OR
OTHER CHANGES
BALANCE AT THE
END OF THE YEAR
Directors
Alan Eggers
Marcello Cardaci
John Seton
Key Management
Personnel
Sam Middlemas
Total
Directors
Alan Eggers
Marcello Cardaci
John Seton
Key Management
Personnel
Sam Middlemas
Total
2014
-
-
-
380,000
380,000
2013
-
-
-
31,201,461
2,815,726
3,407,260
780,726
38,035,173
31,201,461
2,815,726
3,407,260
610,726
38,035,173
170,000
170,000
(300,000)
30,901,461
-
-
-
2,815,726
3,407,260
1,160,726
(300,000)
38,285,173
-
-
-
-
-
31,201,461
2,815,726
3,407,260
780,726
38,205,173
(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 Corporate Pty Ltd (“Wesmin”). Wesmin has provided his
services as Executive Chairman, personnel, office premises and administration staff to a value of
$374,629 (2013: $909,991) to Manhattan during the year on normal commercial terms.
(ii) Marcello Cardaci
Marcello Cardaci is a partner in the firm of Gilbert + Tobin Lawyers. Gilbert + Tobin Lawyers
has provided legal services of $775 (2013: $20,592) 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 $27,630 (2013: $28,920) to Manhattan
during the year on normal commercial terms.
20. NON CASH INVESTING AND FINANCING ACTIVITIES
There were no non cash investing or financing activities during the year ended 30 June 2014.
47
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS 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 2014.
22. AUDITOR’S REMUNERATION
AUDIT SERVICES
2014
2013
Rothsay Chartered Accountants
Audit and Review of Financial Statements
Tax Work under the Corporations Act 2001
Total Remuneration for Audit Services
23. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
RECONCILIATION OF CASH FLOWS
FROM OPERATING ACTIVITIES
$
9,500
4,000
13,500
2014
$
$
13,500
3,000
16,500
2013
$
(Loss) after Income Tax for the Period
(4,273,251)
(704,081)
Adjustments for:
Depreciation Expense
Exploration Provisions
(Profit)/Loss on Trading Securities
Share Based Payments Expense
Taxation movements
2,185
4,198,594
5,275
-
12,322
91,592
40,467
-
(418,060)
(388,285)
(Increase)/Decrease in Trade and Other Receivables
(Increase)/Decrease in Prepayments
(Increase)/Decrease in Provisions
(Increase)/Decrease in Trade and Other Payables
593
(15,935)
(9,314)
(6,790)
(776)
4,671
2,555
(4)
Cash Flow from/(Used In) Operations
(516,703)
(941,539)
24. SHARE BASED PAYMENTS
(a) Options
The following share based payment arrangements to Directors and employees existed at 30 June 2014.
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.
48
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS2014 ANNUAL REPORT
GRANT DATE
EXPIRY DATE
EXERCISE
PRICE
BALANCE AT
START OF YEAR
FORFIETED
DURING THE
YEAR
BALANCE AT
END OF YEAR
VESTED &
EXERCISABLE
AT END OF
YEAR
21 July 2009
21 July 2009
21 July 2014
$0.60
5,050,000
21 July 2014
$1.00
4,050,000
2014
12 March 2010
12 March 2015
12 March 2010
12 March 2015
$1.80
$2.20
100,000
100,000
9,300,000
2013
Total Options
21 July 2009
21 July 2009
-
-
-
-
-
5,050,000
5,050,000
4,050,000
4,050,000
100,000
100,000
100,000
100,000
9,300,000
9,300,000
21 July 2014
$0.60
5,550,000
(500,000)
5,050,000
5,050,000
21 July 2014
$1.00
4,550,000
(500,000)
4,050,000
4,050,000
12 March 2010
12 March 2015
12 March 2010
12 March 2015
$1.80
$2.20
100,000
100,000
-
-
100,000
100,000
100,000
100,000
Total Options
10,300,000
(1,000,000)
9,300,000
9,300,000
The weighted average remaining contractual life of share options outstanding at the end of the period was 0.07
years.
(b) Expenses Arising From Share Based Payment Transactions
There were no share based transactions during the year.
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
2014
$
755,385
13,275,162
463,134
6,443,008
6,832,154
16,893,633
4,654,693
2013
$
685,848
17,007,387
507,826
6,723,490
10,283,897
16,343,633
4,654,693
(14,716,172)
(10,714,429)
6,832,154
(4,446,096)
(4,446,096)
10,283,897
(818,209)
(818,209)
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.
49
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS 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
2014
$
32,864
211,000
243,864
2013
$
176,540
1,094,000
1,270,540
(b) Capital or Leasing Commitments
There are no capital or leasing commitments as at 30 June 2014.
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
2014.
28. INTERESTS IN JOINT VENTURES
Manhattan has the following Joint Venture Interest:
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 now comprises three exploration licences E80/3275,
E80/4717 and E80/4718. During 2011 Northern Uranium Limited (“Northern”) earned a 60% interest in
Manhattan’s Gardner Range project by expenditure of $1.05 million. Northern is now operator of the
project and can earn up to an 80% interest by sole funding and completing a mining prefeasibility study.
On completion of the Pre Feasibility Study by Northern Manhattan has the option to contribute to
expenditure in accordance with its then interest, 20%, 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.
50
FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDING 30 JUNE 2014MANHATTAN CORPORATION LIMITEDFINANCIAL STATEMENTS2014 ANNUAL REPORT DIRECTORS’ STATEMENT
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 29 to 50 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 2014 and of its
performance for the Financial Year ended on that date;
(b)
(c)
(d)
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;
The remuneration disclosures included in the Directors’ report (as part of the Audited Remuneration report),
for the year ended 30 June 2014, comply with section 300A of the Corporations Act 2001; and
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 2014.
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
26 September 2014
51
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTDIRECTORS’ STATEMENT CORPORATE GOVERNANCE STATEMENT
This Statement summarises the main corporate governance practices in place during the
Financial Year, which comply with the ASX Corporate Governance Council recommendations
unless otherwise stated.
Further information about the Company’s corporate governance practices is set out
on the Company’s web site at www.manhattancorp.com.au. In accordance with the
recommendations of the ASX, information published on the web site includes charters
(for the Board and subcommittees), codes of conduct and other policies and procedures
relating to the Board and its responsibilities.
52
CORPORATE GOVERNANCE STATEMENTMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT 1. BOARD OF DIRECTORS
1.1 Role of Board and Management ASX Principle 1
The Board of Manhattan Corporation Limited (“Manhattan”) is responsible for its corporate governance, that
is, the system by which the Company is managed. In governing the Company, the Directors must act in the
best interests of the Company as a whole. It is the role of senior management to manage the Company in
accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the
activities of management in carrying out these delegated duties.
In carrying out its governance role, the main task of the Board is to drive the performance of the Company.
The Board must also ensure that the Company complies with all of its contractual, statutory and any other
legal obligations, including the requirements of any regulatory body. The Board has the final responsibility
for the successful operations of the Company. In addition, the Board is responsible for identifying areas of
significant business risk and ensuring arrangements are in place to adequately manage those risks.
To assist the Board to carry out its functions, it has developed a Code of Conduct to guide the Directors and
key executives in the performance of their roles. The Code of Conduct is detailed in Section 3.1 of this report.
The Board represents shareholders’ interests in developing and then continuing a successful mineral resources
business, which seeks to optimise medium to long term financial gains for shareholders. By not focusing on
short term gains for shareholders, the Board believes that this will ultimately result in the interests of all
stakeholders being appropriately addressed when making business decisions.
The Board is responsible for ensuring that the Company is managed in such a way to best achieve this
desired result. Given the size of the Company’s exploration and development activities, the Board currently
undertakes an active, not passive role.
The Board is responsible for evaluating and setting the strategic directions for the Company, establishing goals
for management and monitoring the achievement of these goals. The Executive Chairman is responsible to
the Board for the day to day management of the Company.
The Board has sole responsibility for the following:
Appointing and removing the Executive Chairman and any other Executive Director and approving their
remuneration;
Appointing and removing the Company Secretary/Chief Financial Officer and approving their
remuneration;
Determining the strategic direction of the Company and measuring the performance of management
against approved strategies;
Reviewing the adequacy of resources for management to properly carry out approved strategies and
business plans;
Adopting operating and exploration expenditure budgets at the commencement of each Financial Year
and monitoring the progress by both financial and non financial key performance indicators;
Monitoring the Company’s medium term capital and cash flow requirements;
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.
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CORPORATE GOVERNANCE STATEMENTMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT
The Board may from time to time, delegate some of its responsibilities listed above to its senior management
team.
The Executive Chairman is responsible for running the affairs of the Company under delegated authority from
the Board and implementing the policies and strategy set by the Board. In carrying out his responsibilities the
Executive Chairman must report to the Board in a timely manner and ensure all reports to the Board present
a true and fair view of the Company’s operational results and financial position.
The role of management is to support the Executive Chairman and implement the running of the general
operations and financial business of the Company, in accordance with the delegated authority of the Board.
1.2 Composition of the Board ASX Principle 2
To add value to the Company, the Board has been formed so that it has effective composition, size and
commitment to adequately discharge its responsibilities and duties. The names of the Directors and their
qualifications and experience are disclosed in the Directors’ Report. Directors are appointed based on the
specific governance skills required by the Company and on the independence of their decision making and
judgement.
The Company’s Board during the year comprised one Executive and two Non Executive Directors. The executive
Director was Mr Eggers, Executive Chairman. The Company recognises the importance of Non Executive
Directors and the external perspective and advice that Non Executive Directors can offer.
None of the Board meets the independence criteria under the ASX Corporate Governance Council
Recommendation 2.1 as all Directors are either executives, shareholders or have been material professional
advisors or consultants to the Company within the last three years. The Board recognises the Corporate
Governance Council’s recommendation that a majority of a board should consist of independent directors. The
Board views the shareholdings of Directors as important, although this is outside the ASX Recommendations
criteria for independence, as it believes it more correctly aligns the Board with shareholder interests. In
considering the independence of Directors, the Board considers issues of materiality and relies on thresholds
for qualitative and quantitative materiality as contained in the Board Charter which is disclosed on the
Company’s web site.
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.
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CORPORATE GOVERNANCE STATEMENTMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT Directors are initially appointed by the full Board subject to election by shareholders at the next Meeting of
shareholders. Under the Company’s Constitution the tenure of Directors (other than a managing director) is
subject to reappointment by shareholders not later than the third anniversary following their last appointment.
Subject to the requirements of the Corporations Act 2001, the Board does not subscribe to the principle
of retirement age and there is no maximum period of service as a Director. A managing director may be
appointed for any period and on any terms the Directors think fit and, subject to the terms of any agreement
entered into, the Board may revoke any appointment.
There are procedures in place, agreed to by the Board, to enable Directors in furtherance of their duties to
seek professional advice at the expense of the Company.
The terms in office held by each Director at the date of this Corporate Governance Statement are as follows:
Name
Position
Appointed
Alan J Eggers
Marcello Cardaci
John A G Seton
Executive Chairman
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.
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.
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CORPORATE GOVERNANCE STATEMENTMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT 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
1.4.1 Conflicts of Interest
Directors must:
Disclose to the Board actual or potential conflicts of interest that may or might reasonably be
thought to exist between the interests of the Director and the interests of any other parties in
carrying out the activities of the Company; and
If requested by the Board, within seven days or such further period as may be permitted, take such
necessary and reasonable steps to remove any conflict of interest.
If a Director cannot or is unwilling to remove a conflict of interest then the Director must, as per the
Corporations Act 2001, absent himself from the room when discussion and/or voting occurs on matters about
which the conflict relates.
1.4.2 Commitments
Each member of the Board is committed to spending sufficient time to enable them to carry out their
duties as a Director of the Company.
1.4.3 Confidentiality
In accordance with legal requirements and agreed ethical standards, Directors and key executives of
the Company have agreed to keep confidential, information received in the course of the exercise
of their duties and will not disclose non public information except where disclosure is authorised or
legally mandated.
1.4.4 Independent Professional Advice
The Board collectively and each Director has the right to seek independent professional advice at the
Company’s expense, up to specified limits, to assist them to carry out their responsibilities.
1.4.5 Related Party Transactions
Related party transactions include any financial transaction between a Director and the Company.
Unless there is an exemption under the Corporations Act 2001 from the requirement to obtain
shareholder approval for the related party transaction, the Board cannot approve the transaction.
1.4.6 Attestations by the Executive Chairman and Company Secretary
In accordance with the Board’s policy, the Executive Chairman and the Company Secretary/Chief
Financial Officer made the attestations recommended by the ASX Corporate Governance Council, and
s295A of the Corporations Act 2001 as to the Company’s financial condition prior to the Board signing
this Annual Report.
2. TRADING IN THE COMPANY’S SHARES
The Company’s Securities Trading Policy imposes basic trading restrictions on all employees and consultants of
the Company with ‘inside information’, and additional trading restrictions on the Directors of the Company. The
Company’s Securities Trading Policy was adopted by the Board of the Company and last updated on 16 September
2011.
‘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
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CORPORATE GOVERNANCE STATEMENTMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT
Pass on the inside information to others, including colleagues, family or friends knowing (or where the
employee or Director should have reasonably known) that the other persons will use that information to
trade in, or procure someone else to trade in, the Company’s securities.
This prohibition applies regardless of how the employee or Director learns the information (eg. even if the employee
or Director overhears it or is told in a social setting).
In addition to the above, Directors must notify the Company Secretary as soon as practicable, but not later than
2 business days, after they have bought or sold the Company’s securities or exercised options. In accordance with
the provisions of the Corporations Act 2001 and the ASX Listing Rules, the Company on behalf of the Directors must
advise the ASX of any transactions conducted by them in the securities of the Company.
Please refer to the Company’s web site to review the Company’s Share Trading Policy.
3. BOARD COMMITTEES
The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the
formation of separate or special committees at this time. The Board as a whole is able to address the governance
aspects of the full scope of the Company’s activities and to ensure that it adheres to appropriate ethical standards.
The Board has however established a framework for the management of the Company including a system of
internal controls, a business risk management process and the establishment of appropriate ethical standards.
The full Board currently holds meetings at such times as may be necessary to address any general or specific
matters as required.
If the Company’s activities increase in size, scope and nature, the appointment of separate or special committees
will be reviewed by the Board and implemented if appropriate.
3.1 Audit Committee ASX Principle 4
The full Board carries out the role of the audit committee. While this is a departure from ASX Corporate
Governance Council Recommendations 4.1 and 4.2, it provides a more efficient mechanism based on the size
of the Board and the complexity of the Company. The Board follows 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
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CORPORATE GOVERNANCE STATEMENTMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT
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.
3.3 Nomination Committee ASX Principle 2
The full Board carries out the role of the nomination committee. While this is a departure from ASX Corporate
Governance Council Recommendation 2.4, it provides a more efficient mechanism based on the size of the
Board and the complexity of the Company. The Board follows the Nomination Committee charter and sets
aside time at Board meetings to deal with nomination issues.
The responsibilities of the Board in its entirety include devising criteria for Board membership, regularly
reviewing the need for various skills and experience on the Board and identifying specific individuals for
nomination as Directors for review by the Board. The Board also oversees management succession plans
including the Executive Chairman, and evaluates the Board’s performance and makes recommendations for
the appointment and removal of Directors.
Directors are appointed based on the specific governance skills required by the Company. Given the size of
the Company and the business that it operates, the Company aims at all times to have at least one Director
with experience in the mining and exploration industry, appropriate to the Company’s market. In addition,
Directors should have the relevant blend of personal experience in:
Accounting and financial management;
Legal skills; and
For the Executive Chairman the appropriate business experience.
Please refer to the Company’s web site to review the Nomination Committee charter.
4. ETHICAL STANDARDS
The Board acknowledges the need for continued maintenance of the highest standard of corporate governance
practice and ethical conduct by all Directors and employees of the Company.
4.1 Code of Conduct for Directors and Key Executives ASX Principle 3
The Board has adopted a Code of Conduct for Directors and key executives to promote ethical and responsible
decision making. The code is based on a code of conduct for Directors prepared by the Australian Institute of
Company Directors.
In accordance with legal requirements and agreed ethical standards, Directors and key executives of the
Company:
Will act honestly, in good faith and in the best interests of the whole Company;
Owe a fiduciary duty to the Company as a whole;
Have a duty to use due care and diligence in fulfilling the functions of office and exercising the powers
attached to that office;
Will act with a level of skill expected from Directors and key executives of a publicly listed company;
Will use the powers of office for a proper purpose and in the best interests of the Company as a whole;
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CORPORATE GOVERNANCE STATEMENTMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT
Will demonstrate commercial reasonableness in decision making;
Will not make improper use of information acquired as Directors and key executives;
Will not disclose non public information except where disclosure is authorised or legally mandated;
Will not take improper advantage of the position of Director or use the position for personal gain or to
compete with the Company;
Will not take advantage of Company property or use such property for personal gain or to compete with
the Company;
Will protect and ensure the efficient use of the Company’s assets for legitimate business purposes;
Will not allow personal interests, or the interests of any associated person, to conflict with the interests
of the Company;
Have an obligation to be independent in judgment and actions and Directors will take all reasonable
steps to be satisfied as to the soundness of all decisions of the Board;
Will make reasonable enquiries to ensure that the Company is operating efficiently, effectively and
legally towards achieving its goals;
Will not engage in conduct likely to bring discredit upon the Company;
Will encourage fair dealing by all employees with the Company’s suppliers, competitors and other
employees;
Will encourage the reporting of unlawful/unethical behaviour and actively promote ethical behaviour
and protection for those who report violations in good faith;
Will give their specific expertise generously to the Company; and
Have an obligation, at all times, to comply with the spirit, as well as the letter of the law and with the
principles of this Code.
4.2 Code of Ethics and Conduct ASX Principle 3
The Company has implemented a Code of Ethics and Conduct, which provides guidelines aimed at maintaining
high ethical standards, corporate behavior and accountability within the Company.
All Directors and employees are expected to:
Respect the law and act in accordance with it;
Respect confidentiality and not misuse Company information, assets or facilities;
Value and maintain professionalism;
Avoid real or perceived conflicts of interest;
Act in the best interests of shareholders;
By their actions, contribute to the Company’s reputation as a good corporate citizen, which seeks the
respect of the community and environment in which it operates;
Perform their duties in ways that minimise environmental impacts and maximise workplace safety;
Exercise fairness, courtesy, respect, consideration and sensitivity in all dealings within their workplace
and with customers, suppliers and the public generally; and
Act with honesty, integrity, decency and responsibility at all times.
An employee that breaches the Code of Ethics and Conduct may face disciplinary action. If an employee
suspects that a breach of the Code of Ethics and Conduct has occurred or will occur, he or she must advise that
breach to management. No employee will be disadvantaged or prejudiced if he or she reports in good faith a
suspected breach. All reports will be acted upon and kept confidential.
As part of its commitment to recognising the legitimate interests of stakeholders, the Company has established
the Code of Ethics and Conduct to guide compliance with legal and other obligations to legitimate stakeholders.
These stakeholders include employees, government authorities, creditors and the community as whole. This
Code includes the following:
4.2.1 Responsibilities to Shareholders and the Financial Community Generally
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.
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CORPORATE GOVERNANCE STATEMENTMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT 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.
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 practises of the Company;
Facilitate equal employment opportunities based on job requirements;
Value and maintain professionalism;
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 40%, women in senior
executive positions 0% and women on the board 0%.
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.
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CORPORATE GOVERNANCE STATEMENTMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT 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 the release of which may benefit the Company’s potential
competitors.
The Executive Chairman is responsible for interpreting and monitoring the Company’s Disclosure policy
and where necessary informing the Board. The Company Secretary is responsible for all communications
with ASX.
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.
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CORPORATE GOVERNANCE STATEMENTMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT Recognition of these risk factors and subsequent effective management, control and reporting of risk are an
essential part of the Company’s day to day operations to minimise potential losses and create medium to long
term shareholder wealth. The Board is responsible for the oversight, adequacy and implementation of the
Company’s risk management and control framework. Responsibility for internal control and risk management
is delegated to the appropriate level of management within the Company with the Executive Chairman and
Company Secretary having ultimate responsibility to the Board for the identification of risk, risk management
and internal control framework.
Areas of strategic, operational, legal, reporting, compliance, business and financial risks are identified,
assessed and continually monitored by executive management to assist the Company to achieve its business
objectives. These areas of risk are highlighted in the Business Plan presented to the Board by the Executive
Chairman on a regular basis. Arrangements put in place by the Board to monitor risk management include
monthly reporting by executive management to the Board in respect of operations and the financial position
of the Company and ensuring all legal, reporting and compliance matters and obligations are met.
The main operational risks for Manhattan in the industry and business sector in which it operates have been
identified as:
Sovereign risk, legislation and political issues;
Government policies and changes to those policies;
Financial and equity markets stability;
Fluctuating commodity prices and demand;
Fluctuating exchange rates;
Compliance with licence and permit conditions;
Land access, environmental and Native Title issues;
Availability of specialist drilling, laboratory, exploration support and transport services;
Availability of specialist airborne geophysical survey contractors and consultants;
Availability of suitably experienced and qualified professionals, personnel and consultants;
Increasing costs of operations;
Availability of capital and debt facilities; and
Retention of key executives and staff.
These risks areas identified by the Company’s Board are provided here to assist shareholders better understand
the nature of the risks faced by the Company, and other companies, in the industry sector in which it operates.
They are not necessarily an exhaustive list.
6.2 Integrity of Financial Reporting ASX Principle 7
In accordance with section 295A of the Corporations Act 2001 the Company’s Executive Chairman and Chief
Financial Officer report in writing to the Board that:
The Financial Statements of the Company for each Half Year and Financial Year present a true and fair
view, in all material aspects, of the Company’s financial condition and operational results and are in
accordance with accounting standards;
The financial records of the Company for each Half Year and Financial Year have been properly maintained
and the financial reporting is in accordance with section 295A(2) of the Corporations Act 2001;
The above statement is founded on a sound system of risk management and internal compliance and
control which implements the policies adopted by the Board; and
The Company’s risk management and internal compliance and control framework is operating efficiently
and effectively in all material respects.
The Board notes that due to its nature, internal control assurance from the Executive Chairman and Chief
Financial Officer can only be reasonable and not absolute. This is due to such factors as the need to apply
judgment, reasonable enquiry and practical and efficient internal control systems, inherent limitations to
internal control and because much of the evidence available is persuasive and changing rather than conclusive
and set and therefore is not and cannot be designed to detect all weaknesses in control procedures.
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CORPORATE GOVERNANCE STATEMENTMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT 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.
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.
Continuous Improvement to Best Practice in Management;
Safely Manage, Contain and Transport all Hazardous Materials, Tailings and Other Wastes;
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CORPORATE GOVERNANCE STATEMENTMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT
3.
4.
5.
6.
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)
(b)
(c)
(d)
Complying with applicable environmental legislation as a minimum standard and applying industry
standards;
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;
(e)
Striving to achieve continuous improvement in environmental performance;
(f)
(g)
(h)
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;
Undertaking regular inspections, compliance reviews and audits on the Company’s environmental
performance and reporting; and
(i)
Reporting environmental performance and compliance openly and transparently.
8.4 Responsibilities
The Company’s Board of Directors is responsible for the development, implementation, compliance and
reporting of Manhattan’s Environmental Policy and Environmental Management Plans and the Company’s
Chief Executive Officer and or Managing Director is accountable to the Board of Directors for ensuring the
Policy and plans are effectively implemented and monitored through annual performance reviews.
64
CORPORATE GOVERNANCE STATEMENTMANHATTAN CORPORATION LIMITED2014 ANNUAL REPORT ASX ADDITIONAL INFORMATION
ASX ADDITIONAL INFORMATION
Additional information required by ASX Limited Listing Rules not disclosed elsewhere in this 2014 Annual Report
is set out below.
1. ANALYSIS OF SHAREHOLDINGS
As at 26 September 2014 Manhattan Corporation Limited has on issue 111,476,273 ordinary shares. All issued
ordinary fully paid shares carry one vote per share. There are six hundred and fifty one (651) holders of fully
paid ordinary shares on Manhattan’s share register as at 26 September 2014.
1.1 Top Twenty Shareholders
The names of shareholders in Manhattan’s Top Twenty as at 26 September 2014 are as follows:
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
TOP 20 SHAREHOLDERS
Rank
Holder
Minvest Securities (New Zealand) Limited
Nicholas P S Olissoff
HSBC Custody Nominees (Australia) Limited
Alan J Eggers & Associates
Edwin Spruce Arron & Jack Tone Arron
Investment Custodial Services Limited <990033875 A/C>
Claymore Trustees Limited
Robert Simeon Lord
Number
Percentage
23,251,461
20.86
9,559,462
8,114,513
7,650,000
4,358,260
4,229,000
3,407,260
3,000,000
Forsyth Barr Custodians Ltd
2,931,648
Pollara Pty Ltd
Residuum Nominees Pty Ltd
Sundowner International Limited
Custodial Services Limited
HSBC Custody Nominees (Australia) Limited
UBS Wealth Management Australia Nominees Pty Ltd
Clive James Currie
Nefco Nominees Pty Ltd
Robert Christopher Wrixon
Michael Ashforth
Investment Custodial Services Limited <990038572 A/C>
2,815,726
2,350,000
2,303,452
1,989,456
1,950,000
1,821,453
1,390,000
1,223,000
1,000,000
947,178
900,000
TOTAL
85,191,869
76.42
65
8.58
7.28
6.86
3.91
3.79
3.06
2.69
2.63
2.53
2.11
2.07
1.78
1.75
1.63
1.25
1.10
0.90
0.85
0.81
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTASX ADDITIONAL INFORMATION 1.2 Spread of Security Holders
As at 26 September 2014 Manhattan had 651 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
60
160
121
230
80
651
36,527
491,647
1,032,376
8,117,802
101,797,921
111,476,273
0.03
0.44
0.93
7.28
91.32
100.00
1.3 Minimum Holdings and Marketable Parcels
As at 26 September 2014 there were two hundred and seventy four (274) 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 26 September 2014 total 200,000 options.
The unlisted 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
12 March 2011
12 March 2012
TOTAL
$1.80
$2.20
Number of
Options
100,000
100,000
200,000
Number of Holders
Expiry Date
1
1
12 March 2015
12 March 2015
1.5 Restricted Securities Subject to Escrow Period
As at 26 September 2014 the Company had no ordinary shares or options with rights to acquire ordinary
shares the subject of escrow.
66
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTASX ADDITIONAL INFORMATION
1.6 Substantial Shareholders
The following are registered by the Company as at 26 September 2014 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
Substancial Security Holder
Number
Percentage
Alan J Eggers and Associates
John Andrew Gowans Seton and Associates
Nicholas P S Olissoff
CQS Asset Management Limited
TOTAL
31,201,461
26,658,721
9,559,462
9,180,000
76,599,644
27.99
23.91
8.58
8.23
68.71
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:
International:
Facsimile:
Web Site:
1300 850 505 (within Australia)
+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.
67
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTASX ADDITIONAL INFORMATION
2. TENEMENT SCHEDULE
As at 26 September 2014 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
E39/1143
Ponton
E28/1523
Ponton
E28/1898
Ponton
E28/2454
Ponton
E39/1782
Ponton
MHC
MHC
MHC
MHC
MHC
E80/3275
Gardner Range
MHC/NML
E80/4717
Gardner Range
MHC/NML
E80/4718
Gardner Range
MHC/NML
100%
100%
100%
100%
100%
40%
40%
40%
24 Aug 2006
23 Aug 2015
35 sub blocks
26 Nov 2008
25 Nov 2015
20 sub blocks
11 Aug 2011
10 Aug 2016
56 sub blocks
App
App
App
App
121 sub blocks
189 sub blocks
11 Nov 2005
10 Nov 2014
54 sub blocks
12 Nov 2013
11 Nov 2018
9 sub blocks
12 Nov 2013
11 Nov 2018
3 sub blocks
(1)
(2)
(3)
(3)
(3)
NOTES
(1)
(2)
(3)
Application lodged with DMP on 28 February 2014
Application lodged with DMP on 27 November 2013. MHC Interest acquired 21 March 2014
Northern Minerals Limited has right to earn 80% interest by sole funding and completing mining prefeasibility study
ABBREVIATIONS
E
km2
App
Exploration Licence WA
DMP
Western Australian Department of Mines and Petroleum
Square Kilometre
MHC
Manhattan Corporation Limited ABN 61 123 156 089
Application Lodged
NML
Northern Minerals Limited ABN 61 119 966 353
AREAS
Western Australia
Ponton Project
421 sub blocks
Gardner Range Project
66 sub blocks
1 Sub block
Total Area
Total Area
2.97km2
1,250km2
195km2
68
MANHATTAN CORPORATION LIMITED2014 ANNUAL REPORTASX ADDITIONAL INFORMATION
I
BUSINESS OFFICE
Level 1, 37 Ord 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