A N N U A L R E P O R T
ABN 61 123 156 089
www.manhattancorp.com.au
2016 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
ASX ADDITIONAL INFORMATION
ANALYSIS OF SHAREHOLDINGS
TENEMENT SCHEDULE
1
2
6
15
25
27
28
28
29
30
31
32
54
55
55
58
CORPORATE DIRECTORY
DIRECTORS
SHARE REGISTRY
Alan J Eggers Executive Chairman
B.Sc, B.Sc(Hons), M.Sc, F.S.E.G., MAusIMM, MAIG
Marcello Cardaci Non Executive Director
B.Juris, LLB, B.Com
John A G Seton Non Executive Director
LLM(Hons)
COMPANY SECRETARY
Computershare Investor Services Pty Ltd
Level 2, Resreve Bank Building
45 St Georges Terrace
PERTH WA 6000
INVESTOR ENQUIRIES
Australia: 1300 850 505
International:
Facsimile:
Web Site:
+61 3 9415 4000
+61 8 9323 2033
www.computershare.com.au
Alan J Eggers
B.Sc, B.Sc(Hons), M.Sc, F.S.E.G., MAusIMM, MAIG
AUDITORS
BUSINESS OFFICE
Level 2
33 Colin 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 2
33 Colin Street
WEST PERTH WA 6005
INTERNET ACCESS
Email:
Web Site:
info@manhattancorp.com.au
www.manhattancorp.com.au
COUNTRY OF INCORPORATION
Australia
Rothsay Chartered Accountants
Level 1, Lincoln Building
4 Ventnor Avenue
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
STOCK EXCHANGE LISTING
Australian Securities Exchange (“ASX”)
MHC
ASX Code:
1
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
CHAIRMAN'S REVIEW
29 September 2016
Dear Shareholders and Investors
I’m pleased, on behalf of the Board and our executive team, to present Manhattan’s 2016 Annual Report
including the Financial Statements for the year ended 30 June 2016 and my review of the uranium sector.
Uranium Price Outlook
Despite the continued positive outlook for the nuclear sector and uranium industry globally the anticipated
upturn in the uranium price has not materialised over the last 12 months as predicted by analysts.
Industry consultant TradeTech’s weekly spot price indicator finished the month of August at US$25.25lb before
ticking back up to US$25.50lb a week later and now back to US$25.25 this week, a 12 year low. Uranium at this
time last year was trading at US$37.25lb, from a low of $28lb in August 2014.
As Japan recommissions its 43 power reactors, with five now back online, and new reactors around the globe
completing construction, being commissioned and charged the fuel supply squeeze will hit and we hold the
view that the demand and price for uranium will improve.
Uranium Market Dynamics
TradeTech concludes sellers of uranium fall into two camps. On the one hand there are those who are not
keen to chase the ever lower prices, believing utility demand will quietly pick up. There are more than one
uranium market analysts suggesting spot price cannot remain below the average cost of production, as it is
now, for too much longer. Eventually the supply side will have to surrender to a greater extent than it already
has.
On the other hand, TradeTech suggest, there are those sellers who simply need to offload product, and as
such, are prone to jumping on any little tick up in price. Put the two together explains the recent spot price
activity.
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MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
CHAIRMAN'S REVIEW
As miners cut uranium production, along with the low commodity price being a disincentive to invest in
new mines or explore the contracting primary fuel supply is in conflict with the expansion of the industry
underway. The expansion is led by China, Russia, India, USA and UAE with 40 plants under construction.
World Nuclear Power Developments
The new build of nuclear power reactors around the world continues to gather pace driven by the demand for
low carbon base load power. The industry had record growth last year with ten new reactors generating near
10,000Mw being brought online.
There are now 447 operable nuclear power plants in 31 countries capable of delivering 390,808Mw of power.
A further 62,500Mw capacity at 59 sites is under construction led by China with 20, Russia 7, India 5 and the
USA and UAE 4 reactors each under construction. The average construction period for a new reactor is now
6 years.
A massive 168 further reactors, capable of delivering over 175,585Mw of electricity, are at the advanced
planning and approval stage in 26 countries with the UK, this month, giving the go ahead for French firm EDF
to build the $32 billion Hinkley Point plant.
Appointment of Chub Witham COO
In April 2016 we were pleased to announce the appointment of Mr William (Chub) Witham as Chief Operating
Officer of the Company. Chub, with over 25 years of experience in the mining, oil and gas, government and
corporate sector, is uniquely qualified to lead Manhattan’s negotiations with the WA government to gain
exploration access to E28/1898 by amending the QVSNR boundaries and excise tenement from the reserve.
Chub, a geologist has spent the last three years with the WA Chamber of Minerals and Energy WA Inc. on
government relations and policy as manager for the North West and Kimberley working extensively on land
access, environmental and infrastructure issues.
Excising E28/1898 from QVSNR
As you are aware, E28/1898 located in the northern edge of the remote Queen Victoria Spring Nature Reserve
(QVSNR) has reported JORC resources and exploration targets of 50 to over 80Mlbs of uranium oxide making
it the third largest uranium resource project in WA. Ponton is a project of key regional, state and national
significance. The deposits are shallow and amenable to very low impact in-situ metal recovery (ISR).
Exploration access to E28/1898 will allow Manhattan to undertake further resource drilling, complete resource
estimates, environmental impact statement and commence a bankable feasibility study in preparation for the
Ponton ISR uranium mine development approval process.
During the year Manhattan has held a series of meetings with the key WA Ministers and their advisers to gain
their support for the proposed Reserves Amendment Bill to excise E28/1898 from the Reserve. This remains
a priority to work with the relevant Ministers, and their advisers, to initiate the drafting of the legislation to
excise the tenement from the QVSNR.
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MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
CHAIRMAN'S REVIEW
Ponton Project Drilling 2016
The modest capital raise in the last Quarter of the 2016 Financial Year enabled Manhattan, in September, to
undertake a 24 hole 1,170 metre aircore drilling program at Ponton. All drilling is outside of, and from 1km to
45km north of, the QVSNR.
Six aircore holes, utilising improved high resolution gamma probe technology, were drilled into the Stallion
and Highway uranium deposits. The application of the new gamma probe data and chemical assays for the six
holes that twinned previous Manhattan sonic drill holes, will be applied to the conversion of the existing 515
down hole gamma logs to establish confident disequilibrium conversion factors for our drilling at Stallion and
Highway. If successful, the new disequilibrium conversions to uranium grades will be used to report maiden
JORC resource estimates for the two deposits.
Eighteen holes were also targeted at sterilising ground for future infrastructure development to the west of
Vimy’s Emperor uranium deposit, in E39/1782, around 40km north of QVSNR. Vimy’s Mulga Rock deposit is
currently in the final stages of a bankable feasibility study and the mine approval process.
Drilling results are anticipated to be available by October 2016.
Developments in Western Australia Uranium Mine Approvals
In early September 2016 the Western Australian EPA has recommended for approval Toro Energy’s proposal
to extend the already approved Wiluna uranium project, the second uranium approval within a month. The
approval to mine the Millipede and Lake Maitland deposits 30km and 105km southeast of Wiluna follows
approvals already in place for the Centipede and Lake Way uranium deposits at Wiluna.
In August 2016 EPA recommended the approval of Vimy Resources’ 76.2Mlb Mulga Rock uranium project
240km east northeast of Kalgoorlie in the Great Victoria Desert next door to Manhattan’s Ponton project.
Earlier in August, the EPA recommended against the approval of Cameco’s WA Yeelirrie project deciding it
would not adequately protect underground fauna. Cameco believes that with further sampling and research
subterranean fauna can be appropriately managed at Yeelirrie and they intend to work with the WA
government and stakeholders to get the project approved.
Manhattan’s Resources and Project Development
Manhattan’s Ponton uranium project in the Great Victoria Desert 220km east northeast of Kalgoorlie is WA’s
8th largest reported uranium resource with Inferred Resources for Double 8 of 17.2Mlb uranium oxide. In
addition, drilled Exploration Targets totalling 33 to 67Mlb uranium, at 200ppm U3O8 cutoff, for the Double 8,
Stallion South, Highway South and Ponton have been reported.
The 2016 drilling, and future resource definition drilling, at Ponton will likely deliver resource upgrades
and, initially, form the basis of mine development plans at Ponton. On gaining ground access to our granted
licence resource drilling, an environmental impact statement and a bankable feasibility study will commence
in preparation for the uranium mine development approval process. Preliminary scoping study by industry
consultants TetraTech indicate the Ponton project is a potential lower quartile cost ISR uranium producer with
modest capital requirements that could be developed at current uranium prices.
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MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
CHAIRMAN'S REVIEW
The Year Ahead
Despite the challenging market conditions, the lack of progress with gaining access approval to our key
resources and, when we do, then faced with the lengthy mine environmental approval process the Ponton
uranium project is a tier one asset and underpins the Company’s value. Ponton’s potentially large resources
base, low capex and operating cost profiles and environmentally benign operational impact makes the project
development attractive and achievable with potentially exceptional investment returns for our investors.
The Board retains the view that the global nuclear industry is delivering a strong operating performance and
in the middle of an all-time record new build this can only lead to a breakout in the sentiment for uranium
mining and a firmer sustained price for the primary fuel, uranium oxide.
A recent World Nuclear Association report says that if the world is to meet its climate change targets then the
rate of [nuclear] new build will need to accelerate. Nuclear plants are the world’s best performing generating
stations delivering reliable, safe, carbon free power at competitive cost per Kwh.
The Board, and management team, at Manhattan value your continued support as investors as we focus on
gaining access approval at Ponton, delivering new resources and evaluating new opportunities for growth and
wealth generation.
ALAN J EGGERS
Executive Chairman
29 September 2016
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MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
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 1,100km2 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”).
FIGURE 1: MANHATTAN’S PONTON URANIUM PROJECT
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
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MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
REVIEW OF OPERATIONS
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).
FIGURE 2: MANHATTAN’S PONTON TENEMENTS
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.
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MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
REVIEW OF PROJECTS
1.
PONTON PROJECT (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
REVIEW OF OPERATIONS
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.
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
ET
ET
ET
ET
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MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
2. DOUBLE 8 URANIUM DEPOSIT (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
REVIEW OF OPERATIONS
REVIEW OF OPERATIONS
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.
Double 8 Inferred Resources
DOUBLE 8 INFERRED RESOURCE ESTIMATES
CUTOFF GRADE
U3O8 (ppm)
100
150
200
250
TONNES (MILLION) GRADE U3O8 (ppm)
TONNES U3O8 (t)
110
51
26
14
170
240
300
360
18,700
12,240
7,800
5,040
POUNDS (MILLION)
U3O8 (Mlb)
42.0
26.0
17.2
11.0
Where U3O8 is reported it relates to grade values calculated from down hole radiometric gamma logs. Double 8 drill holes
were logged by PNC using Austral L300 Middiloggers for natural gamma radiation. Four Austral L300 loggers were used
by PNC in the area, calibrated against each other on a regular basis, and gamma responses compared to chemical assays
from a number of core holes. Conversion factors for gamma response to U assays assuming secular equilibrium were then
established. eU3O8 grades are then estimated by converting down hole radiometric gamma logs to equivalent uranium
eU and multiplied by 1.179 to convert to equivalent uranium grades eU3O8. A further disequilibrium factor is applied by
multiplying eU3O8 by 1.2 to establish U3O8. Down hole radiometric gamma logging in sand hosted uranium deposits, similar
to Double 8, is a common and well established method of estimating uranium grades. All U3O8 grade results reported are
subject to possible disequilibrium factors that should be taken into account when assessing the reported grades.
DOUBLE 8 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.
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MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
REVIEW OF OPERATIONS
REVIEW OF OPERATIONS
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).
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).
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MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
REVIEW OF OPERATIONS
4. HIGHWAY SOUTH (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
Highway South is centred 5km along the palaeochannel to the northeast of Double 8. This prospect is
within granted licence E28/1898 within the QVSNR (Figures 2 & 3).
The drilled uranium mineralisation at Highway South is also hosted in palaeochannels within reduced
carbonaceous sands and weathered granitic sands in a confined aquifer overlying crystalline granite
basement.
HIGHWAY SOUTH 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.
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.
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REVIEW OF OPERATIONS
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).
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.
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MANHATTAN CORPORATION LIMITED
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REVIEW OF OPERATIONS
REVIEW OF OPERATIONS
7. HIGHWAY (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
The Highway uranium prospect is located in E28/1523 and E39/1143 centred 15 kilometres northwest
of the Double 8 uranium deposit at Ponton (Figures 2 & 3).
In 2010 Manhattan completed 275 vertical aircore drill holes totalling 17,670m and 3 duplicate sonic
drill holes totalling 144m of drilling 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.
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.
13
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
REVIEW OF OPERATIONS
REVIEW OF OPERATIONS
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.
The sand hosted uranium mineralisation is located in shallow, 40 to 70 metres deep, contiguous palaeochannels
along 55km of strike at Ponton. Manhattan’s four granted Exploration Licences and one EL application over the
prospective palaeochannels at Ponton cover an area of 1,100km2.
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.
As announced to ASX on 1 September 2016 Manhattan commenced an aircore drill program of around 40
aircore holes at Ponton.
Additional holes utilising improved gamma probe technology, will be drilled into Manhattan’s Stallion and
Highway uranium deposits north of the QVSNR. The application of the new high resolution down hole gamma
probe data will be applied to the conversion of the existing 515 gamma logs to establish confident disequilibrium
conversion factors for the 515 drill holes at Stallion and Highway. If successful, the new disequilibrium conversions
to uranium grades for the existing logs will be used to report maiden JORC resource estimates for the two
deposits.
Drilling is also targeted at sterilising ground for future infrastructure development at an area approximately 40km
north of the QVSNR immediately to the west and north of Vimy Resources Ltd’s (ASX:VMY) Emperor uranium
deposit. This deposit is currently in the final stages of a bankable feasibility study and the mine approval process.
Manhattan has had a series of Ministerial meetings with the WA government to gain their support for a Reserves
Amendment Bill that would excise our key exploration tenement from the QVSNR. The excision would allow
ground access to E28/1898 for us to commence resource definition drilling on the Double 8, Stallion, Highway
and Ponton uranium deposits. Gaining access to these resources remains a high priority and we continue to
work with the relevant Ministers, and their advisers, to progress initiating the drafting of the legislation for a
Reserves Amendment Bill.
As miners cut uranium production, along with the low commodity price being a disincentive to invest in new
mines, the record new build of nuclear power reactors around the world continues to gather pace driven by the
demand for low carbon base load power.
This contracting primary fuel supply is in conflict with the expansion of the industry underway. With the large
number of new plants under construction led by China, Russia, India, USA and UAE and as Japan recommissions
its power reactors and the new reactors are charged and commissioned the fuel supply squeeze will hit and we
hold the view that the demand and price for uranium will improve.
The modest capital raise in the last Quarter of the 2016 Financial Year has enabled the Company to recommence
drilling at Ponton. This drilling will potentially provide the key disequilibrium data to establish maiden resource
estimates for the Stallion and Highway uranium deposits. As well, drilling is targeted at sterilising ground for
future infrastructure development to the west of Vimy’s Emperor uranium deposit, in E39/1782, to the north
of QVSNR.
ALAN J EGGERS
Executive Chairman
29 September 2016
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.
14
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
DIRECTOR'S REPORT
DIRECTORS' REPORT
The Directors have pleasure in presenting their Annual Report and Financial Statements for Manhattan
Corporation Limited (“Manhattan”) for the year ended 30 June 2016.
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 $407,546 (2015: $585,255)
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 2016 the Company has focussed on exploration and development of its
Western Australian uranium project at Ponton.
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 1,100km2 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 in 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
15
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
DIRECTOR'S REPORT
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 Vimy Resources Ltd's lignite hosted Mulga Rock uranium deposits with a
reported inferred resource estimate of 27,100 tonnes (60Mlb) U3O8.
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.
The Company continues to review a n umber 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 14 of this
Annual Report.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
In the opinion of the Directors there were no significant changes in the state of affairs of the Company that
occurred during the Financial Year under review.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
Robert (Sam) Middlemas resigned as Company Secretary on 28 September 2016. Alan J Eggers has been
appointed Company Secretary in the interim until a replacement has been appointed by the Board.
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.
16
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
DIRECTOR'S REPORT
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). In accordance with ASX Listing Rule 4.10.3 the Company has elected to
publish its Corporate Governance Statement on the Company web site at www.manhattancorp.com.au/
corporategovernance .
DIRECTORS AND COMPANY SECRETARY
The following persons held office as Directors an d Company Secretary of Manhattan dur ing 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 (Resigned 28 September 2016)
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, iron ore, 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 a director
and Executive Chairman of unlisted Trans-Tasman Resources Limited (1 October 2014 to current), director of
Ocean Technologies Limited (19 December 2014 to current), 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 Energia Minerals Ltd (7 October 2014 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), Lemur Resources Ltd (8
November 2010 to 5 November 2013) and Style Ltd (17 May 2013 to 10 August 2015).
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. John is a director of ASX listed Wolfstrike Rentals Group Ltd (23
June 2016 to current) and is chief executive officer of 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. Mr Seton also holds a number of private
company directorships.
17
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
DIRECTOR'S REPORT
Robert (Sam) Middlemas B.Com, PGradDipBus., CA
COMPANY SECRETARY
Sam Middlemas was appointed Company Secretary and Chief Financial Officer on 3 March 2009 and
resigned on 28 September 2016. Sam is a chartered accountant with more than 20 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 2016 is set out under the following
main headings:
(A)
Principles Used to Determine the Nature and Amount of Remuneration;
(B)
(C)
Details of Remuneration;
Service Agreements;
(D)
Share Based Compensation;
(E)
(F)
Additional Information; and
Loans to Directors and Executives.
The information provided in this remuneration report has been audited as required by section 308(3C) of the
Corporations Act 2001.
(A)
Principles Used to Determine the Nature and Amount of Remuneration
The primary functions of the Remuneration Committee are to:
• Make specific recommendations to the Board on remuneration of Director’s and senior officers;
•
•
•
•
Recommend the terms and conditions of employment for the Executive Chairman;
Undertake a review of the Executive Chairman’s performance, at least annually, including setting
with the Executive Chairman’s goals for the coming year and reviewing progress in achieving those
goals;
Consider and report to the Board on the recommendations of the Executive Chairman on the
remuneration of all direct reports; and
Develop and facilitate a process for Board and Director evaluation.
The Board has elected not to establish a remuneration committee based on the size of the organisation
and has instead agreed to meet as deemed necessary and allocate the appropriate time at its regular
Board meetings.
Non Executive Directors
Fees and payments to Non Executive Directors reflect the demands which are made on, and the
responsibilities of, the Directors. Non Executive Directors’ fees and payments are reviewed annually by
the Board. The Executive Chairman’s fees are determined independently to the fees of Non Executive
Directors based on comparative roles in the external market. The Executive Chairman is not present at
any discussions relating to determination of his own remuneration.
18
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
DIRECTOR'S REPORT
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 non executive Director’s fees were reduced in 2014 from $35,000 per annum to $17,500 per
annum to conserve the Company’s cash reserves and have applied during the current Financial Year.
It is intended these Director’s fees will be reinstated to the original annual rate when the Company’s
financial position allows.
Base Fees
2016
2015
Non Executive Directors
$17,500
$17,500
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 9.5%) 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.
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.
19
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
DIRECTOR'S REPORT
(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 Non Executive Director
Non Executive Director
John A G Seton
Executive Chairman
In addition, the following persons must be disclosed under the Corporations Act 2001 as Company
Executives:
Robert (Sam) Middlemas
Company Secretary.
Directors and Executives Remuneration
30 June 2016
30 June 2016
210,000
17,500
17,500
26,650
271,650
30 June 2015
30 June 2016
210,000
17,500
17,500
29,060
274,060
-
-
-
-
-
121,581
27,018
27,018
27,018
202,635
210,000
17,500
17,500
-
26,650
271,650
331,581
44,518
44,518
56,078
476,695
-
-
-
-
-
37
61
61
48
43
1 Mr Eggers was appointed Executive Chairman on 21 July 2009. All fees were paid under a Consultancy Agreement with Wesmin Corporate 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.
There were no other executive officers who received emoluments during the Financial Year ended 30
June 2016.
20
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
DIRECTOR'S REPORT
(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;
Consulting fees of $360,000 per annum plus reimbursement of relevant expenses and costs. In
2014 the consulting fees were reduced to $210,000 per annum to conserve the Company’s cash
reserves and have applied during the current Financial Year. It is intended these consulting fees will
be reinstated to the original annual rate when the Company’s financial position allows.
Agreement and fees reviewed by a committee of the Board of Directors on a regular basis; 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 2016) 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
28 November 2014
28 November 2014
28 November 2019
21 JULY 2009
21 JULY 2010
21 JULY 2014
21 JULY 2009
21 JULY 2011
21 JULY 2014
$0.10
$0.60
$1.00
0.013
0.350
0.320
100%
100%
100%
Options granted carry no dividend or voting rights.
During the year there were no options provided as remuneration to Directors and Key Management
Personnel of the Company (2015: 15,000,000). All options issued in 2015 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 (2015: Nil) by a Company Director or officer
during the Financial Year ended 30 June 2016.
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MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
DIRECTOR'S REPORT
Further information on the options is set out in Note 17 to the Financial Statements.
The assessed fair value at grant date of options granted to the individuals is allocated equally over the
period from grant date to vesting date, and the amount is included in the remuneration tables above.
Fair values at grant date are independently determined using a Black and Scholes option pricing model
that takes into account the exercise price, the term of the option, the impact of dilution, the share price
at grant date and expected price volatility of the underlying share, the expected dividend yield and the
risk free interest rate for the term of the option.
(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 as at 30 June 2016 were as follows:
Directors of Manhattan
Year Granted
Vested
Percentage
Financial Years
in Which
Options
Vested
Number of
Options Issues
Maximum Total
Value of Grant
Yet to Vest
Alan J Eggers
Marcello Cardaci
John A G Seton
Key Management Personnel
Sam Middlemas
2015
2015
2015
2015
100
100
100
100
2015
2015
2015
9,000,000
2,000,000
2,000,000
2015
2,000,000
$
-
-
-
-
(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
Option Over Ordianry Shares)
Alan J Eggers
Marcello Cardaci
John A G Seton
33,057,311
3,415,726
27,858,721
9,000,000
2,000,000
2,000,000
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MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
DIRECTOR'S 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
28 November 2014
28 November 2019
$0.10
15,000,000
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
6
6
6
6
6
6
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:
23
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
DIRECTOR'S REPORT
Audit Services
2016
2015
Rothsay Chartered Accountants
Audit and Review of Financial Statements
Tax Work Under the Corporations Act 2001
Total Remuneration for Audit Services
DIRECTORS’ AND OFFICERS INSURANCE
$
20,000
3,000
23,000
$
12,000
3,500
15,500
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 27 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 29 September 2016.
ALAN J EGGERS
Executive Chairman
24
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
AUDITOR'S REPORT
AUDITOR'S REPORT
25
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
AUDITOR'S REPORT
AUDITOR'S REPORT
26
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
AUDITOR'S DECLARATION
AUDITOR'S DECLARATION
27
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the Year Ended 30 June 2016
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
2016
2015
$
3,911
$
9,547
(523,576)
(381)
(736,911)
(339)
(520,046)
(727,703)
112,500
142,448
(407,546)
(585,255)
(407,546)
(585,255)
(0.36) cents
(0.52) cents
(0.36) cents
(0.52) 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.
28
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2016
Note
2016
10
11
13
12
$
581,494
110,827
692,321
-
5,122,934
5,122,934
2015
$
439,291
77,430
516,721
-
5,122,934
5,122,934
5,815,255
5,639,655
ASSETS
Current Assets
Cash and Cash Equivalents
Trade and Other Receivables
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
14
Provisions
Total Current Liabilities
34,338
-
34,338
47,000
-
47,000
TOTAL LIABILITIES
34,338
47,000
NET ASSETS
EQUITY
Contributed Capital
Reserves
Accumulated Losses
5,780,917
5,592,655
15
16
17,489,441
4,857,328
16,893,633
4,857,328
(16,565,852)
(16,158,306)
TOTAL EQUITY
5,780,917
5,592,655
The Consolidated Statement of Financial Position should be read in conjunction with the accompanying
Notes that form part of these Financial Statements.
29
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended 30 June 2016
Consolidated
Contributed
Equity
Options
Reserve
Accumulated
Losses
Total
Balance at 1 July 2014
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 2015
Total Comprehensive Income
Transactions with Owners in their Capacity as Owners
Shares Issued During the Year
Balance at 30 June 2016
$
$
$
$
16,893,633
4,857,328 (15,573,051)
6,177,910
-
-
-
-
-
-
(585,255)
(585,255)
-
-
-
-
16,893,633
4,857,328 (16,158,306)
5,592,655
-
595,808
-
-
(407,546)
(407,546)
-
595,808
17,489,441
4,857,328 (16,565,852)
5,780,917
The Consolidated Statement of Changes in Equity should be read in conjunction with the
accompanying Notes that form part of these Financial Statements.
30
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended 30 June 2016
Note
2016
2015
Cash Flows From Operating Activities
Payments to Suppliers and Employees
Interest Received
$
(249,038)
3,910
Net Cash Flows From/(Used In) Operating Activities
21
(245,128)
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
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
85,287
-
(293,764)
(208,477)
595,808
595,808
142,203
439,291
581,494
$
(246,540)
9,547
(236,993)
185,852
-
(243,413)
(57,561)
-
-
(294,554)
733,845
439,291
The Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes
that form part of these Financial Statements.
31
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 30 June 2015
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 $407,546 (2015: $585,255) and a net cash outflow
from operating activities of $245,128 (2015: $236,993).
At 30 June 2016 the Group had cash assets of $581,494 (2015: $439,291) and working capital
of $657,938 (2015: $469,721).
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.
32
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
(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 2016 and the results of the
subsidiary for the year then ended.
Subsidiaries are all those entities (including special purpose entities) over which the Group
has the power to govern the financial and operating policies, so as to obtain benefits from its
activities, generally accompanying a shareholding of more than one-half of the voting rights.
The existence and effect of potential voting rights that are currently exercisable or convertible
are considered when assessing whether the Group controls another entity.
The financial statements of the subsidiaries are prepared for the same reporting period as
the Parent Entity, using consistent accounting policies. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the Group.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are de-consolidated from the date that control ceases.
Intercompany transactions and balances, income and expenses and profits and losses between
Group companies, are eliminated.
Minority interests in the net assets of consolidated subsidiaries are identified separately from
the Group's equity therein. Minority interests consist of the amount of those interests at the
date of the original business combination and the minority's share of changes in equity since
the date of the combination. Losses applicable to the minority in excess of the minority's
interest in the subsidiary's equity are allocated against the interests of the Group except to the
extent that the minority has a binding obligation and is able to make an additional investment
to cover the losses.
Investments in subsidiaries are accounted for at cost in the Statement of Financial Position of
the Company.
(c) Segment Reporting
A business segment is identified for a group of assets and operations engaged in providing
products or services that are subject to risks and returns that are different to those of other
business segments. A geographical segment is identified when products or services are provided
within a particular economic environment subject to risks and returns that are different from
those of segments operating in other economic environments.
(d) Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts
disclosed as revenue are net of returns, trade allowances, rebates and amounts collected on
behalf of third parties.
33
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
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.
(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.
34
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
(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.
35
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
(l)
Investments and Other Financial Assets
NOTES TO THE FINANCIAL STATEMENTS
Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement
are classified as either financial assets at fair value through profit or loss, loan and receivables,
or available for sale investments, as appropriate. When financial assets are recognised initially
they are measured at fair value, plus, in the case of investments not at fair value through profit
or loss, directly attributable transaction costs. The Group determines the classification of its
financial assets after initial recognition and, when allowed and appropriate, re-evaluates this
designation at each financial year end.
Financial Assets at Fair Value Through Profit or Loss
This category has two sub-categories: financial assets held for trading, and those designated
at fair value through profit or loss on initial recognition. A financial asset is classified in this
category if acquired principally for the purpose of selling in the short term or if so designated
by management. The policy of management is to designate a financial asset at fair value
through profit or loss if there exists the possibility it will be sold in the short term and the asset
is subject to frequent changes in value. Derivatives are also categorised as held for trading
unless they are designated as hedges. Assets in this category are classified as current assets
if they are either held for trading or are expected to be realised within twelve months of the
year ending 30 June.
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
36
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
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.
(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.
37
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
(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.
38
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL 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 2016 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.
39
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
(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.
(b) Credit Risk
Credit risk is managed by the Board for the Group. Credit risk arises from cash and cash
equivalents as well as credit exposure including outstanding receivables and committed
transactions. All cash balances held at banks are held at internationally recognised institutions,
with minimum independently rated rates of ‘A’. The majority of receivables are immaterial to
the Group. Given this the credit quality of financial assets that are neither past due or impaired
can be assessed by reference to historical information about default rates.
The maximum exposure to credit risk is the carrying amount of the financial assets of cash and
trade and other receivables to the value of $692,321 (2015: $516,721).
The following financial assets of the Group are neither past due or impaired:
FINANCIAL ASSETS
Cash and Cash Equivalents
Trade and Other Receivables
Total
2016
$
581,494
110,827
692,321
2015
$
439,291
77,430
516,721
40
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
(c) Liquidity Risk
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 $34,338 (2015: $47,000). 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
2016
2015
Other Revenue From Continuing Operations
Interest
Total
$
3,911
3,911
$
9,547
9,547
41
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL 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
2016
$
-
3,825
-
29,730
26,650
5,665
60,667
293,764
12,600
-
90,675
523,576
2016
$
381
2015
$
-
3,801
-
27,382
29,060
7,505
82,025
243,412
38,943
202,635
102,148
736,911
2015
$
339
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:
42
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
EARNINGS (LOSS) PER SHARE
Basic Loss Per Share
Loss Used in Calculating EPS
2016
$
(0.004)
(407,546)
2015
$
(0.005)
(585,255)
Weighted Average Number of Ordinary Shares
Number
Number
Outstanding During the Year Used in Calculating Basic EPS
114,124,821
111,476,273
Diluted EPS is not disclosed as potential ordinary shares are not dilutive as their potential conversion
to fully paid shares would not increase the loss per share.
(a) Capital Allotment Subsequent To Year End
The Company has not undertaken any capital raising(s) post 30 June 2016.
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
2016
$
2015
$
(96,353)
(67,500)
-
(16,147)
(112,500)
-
(74,948)
(142,448)
(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
2016
$
-
-
-
2015
$
-
-
-
No deferred tax has been recognised in either the Income Statement or directly in equity.
43
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
(c) Reconciliation of Income Tax Expense to Prima Facie Tax Payable
RECONCILIATION OF INCOME TAX
Loss From Continuing Operations Before Income Tax
Tax at the Australian rate of 30%
Tax Effect of Permanent Differences:
Exploration Expenses
Share Based Payments Expense
Unrealised losses
Realised Capital Gains
R&D Expenses Claimed as an Offset
Other Deductions
Benefits of Tax Losses Not Brought to Account
Temporary Differences
R&D Tax Offset
Total Tax Payable
2016
$
(520,046)
(156,014)
2015
$
(727,702)
(218,311)
(88,129)
(73,024)
-
-
-
75,000
(6,515)
-
(600)
(33,750)
(33,750)
-
-
-
45,000
-
101,787
(1,500)
(67,500)
(67,500)
(d) Tax Losses and Other Timing Differences for Which No Deferred Tax Asset has been Recognised
TAX LOSSES RECOGNISED
2016
$
2015
$
Unused Tax Losses with no Deferred Tax Asset Recognised
4,179,236
4,084,605
Accrued Superannuation/Provision for Annual Leave
-
600
Total Tax Losses
4,179,236
4,085,205
The Group has tax losses arising in Australia of $13,930,787 ($4,179,236 at 30% tax rate) (2015:
$4,085,205) 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.
44
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
10. CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS
Cash at Bank and In Hand
Deposits at Call
Total Cash and Cash Equivalents
2016
$
81,494
500,000
581,494
2015
$
16,784
422,507
439,291
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
2016
$
12,632
96,353
1,842
110,827
2015
$
8,135
69,095
200
77,430
Due to the short term nature of these receivables the carrying values represent their respective
fair values at 30 June 2016.
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.
45
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
12. 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
2016
$
5,122,934
293,764
(293,764)
5,122,934
2015
$
5,122,934
243,412
(243,412)
5,122,934
13. PROPERTY, PLANT AND EQUIPMENT (NON CURRENT)
PROPERTY, PLANT AND EQUIPMENT
2016
2015
Computer Equipment and Software
Cost or Fair Value
Accumulated Depreciation
Net Book Amount
Opening Net Book Amount
Additions
Disposals
Depreciation Charge for the Year
Closing Net Book Amount
$
48,909
(48,909)
$
48,909
(48,909)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2015
$
34,338
34,338
47,000
47,000
14. TRADE AND OTHER PAYABLES (CURRENT)
TRADE AND OTHER PAYABLES
2016
$
Trade Payables
Other Creditors
Total Trade and Other Payables
Trade payables and other creditors are non interest bearing and will be settled on 30 to 60 day
terms.
46
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
15. ISSUED CAPITAL
(a) Ordinary Shares
ISSUED CAPITAL
NOTE
2016
2015
2016
2015
Ordinary Shares
Shares
Shares
$
$
Issued and Fully paid
(a)
136,036,273
111,476,273
17,489,441
16,893,633
Total Contributed Equity
136,036,273
111,476,273
17,489,441
16,893,633
(b) Share Movements During the Year
SHARE MOVEMENTS
2016
2015
Number of
Shares
$
Number of
Shares
$
Beginning of Financial Year
111,476,273
16,893,633
111,476,273
16,893,273
New Shares Issued During Year
Placement of Securities at 5 cents
6,900,000
Share Purchase Plan at 2.5 cents
17,660,000
Share Issue costs
172,500
441,500
(18,192)
-
-
-
-
-
-
End of Financial Year
136,036,273
17,489,441
111,476,273
16,893,273
(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.
47
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
2016
$
-
581,494
581,494
2015
$
-
439,291
439,291
5,780,917
6,362,411
5,592,655
6,031,946
2016
$
4,857,328
-
4,857,328
2015
$
4,654,693
202,635
4,857,328
CAPITAL RISK MANAGEMENT
Total Borrowings
Less Cash and Cash Equivalents
10
Net Cash
Total Equity
Total Capital
16. RESERVES
SHARE BASED PAYMENT RESERVE
Balance at Beginning of the Year
Share Based Payments
Total Share Based Payments Reserve
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.
17. 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
(b) Key Management Personnel
The following persons were Key Management Personnel of Manhattan during the Financial
Year:
Name
Sam Middlemas
Position
Company Secretary
48
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
(c) Key Management Personnel Compensation
KEY MANAGEMENT PERSONNEL COMPENSATION
Short Term Employee Benefits
Post Employment Benefits
Share Based Payments
Total Compensation
2016
$
271,650
-
-
271,650
2015
$
274,060
-
202,635
476,695
(d) Remuneration of Directors and Key Management Personnel
(i)
Remuneration of Directors and Key Management Personnel
Options provided as remuneration and shares issued on the exercise of such options,
together with the terms and conditions of the options, can be found in Section D of the
Remuneration Report.
(ii) Option Holdings
The number of options over ordinary shares in the Company held during the Financial
Year by each Director of Manhattan and Key Management Personnel, including their
personally related parties, are set out below:
OPTION HOLDINGS
BALANCE AT
START OF
YEAR
GRANTED AS
COMPENSATION
EXERCISED
EXPIRED
BALANCE AT
END
OF YEAR
VESTED AND
EXERCISABLE
UNVESTED
Directors
Alan Eggers
9,000,000
Marcello Cardaci1
2,000,000
John Seton
2,000,000
Key Management
Personnel
Sam Middlemas
2,000,000
Total
15,000,000
-
-
-
-
-
Directors
Alan Eggers
4,500,000
9,000,000
Marcello Cardaci1
1,000,000
2,000,000
John Seton
1,000,000
2,000,000
Key Management
Personnel
Sam Middlemas
1,000,000
2,000,000
Total
7,500,000
15,000,000
2016
-
-
-
-
-
2015
-
-
-
-
-
-
-
-
-
-
9,000,000
9,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
15,000,000
15,000,000
(4,500,000)
9,000,000
9,000,000
(1,000,000)
2,000,000
2,000,000
(1,000,000)
2,000,000
2,000,000
(1,000,000)
2,000,000
2,000,000
(7,500,000)
15,000,000
15,000,000
-
-
-
-
-
-
-
-
-
-
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.
49
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
(iii)
Share Holdings
The numbers of shares in the Company held during the Financial Year by each Director
of Manhattan Corporation 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
2016
Directors
Alan Eggers
Marcello Cardaci
John Seton
Key Management
Personnel
Sam Middlemas
31,257,311
1,800,000
2,815,726
3,407,260
600,000
600,000
-
-
-
33,057,311
3,415,726
4,007,260
1,160,726
600,000
(310,000)
1,450,726
Total
38,641,023
3,600,000
(310,000)
41,931,023
Directors
Alan Eggers
Marcello Cardaci
John Seton
Key Management
Personnel
Sam Middlemas
Total
2015
30,901,461
355,850
2,815,726
3,407,260
1,160,726
38,285,173
-
-
-
355,850
-
-
-
-
-
31,257,311
2,815,726
3,407,260
1,160,726
38,641,023
(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 $210,000 (2015: $211,551) 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 $3,000 (2015: $2,826) to Manhattan during the
year on normal commercial terms.
50
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
(iii)
Sam Middlemas
Sam Middlemas is a director of Sparkling Investments Pty Ltd (“Sparkling Investments”).
Sparkling Investments has provided company secretarial services of $26,650 (2015:
$29,060) to Manhattan during the year on normal commercial terms.
18. NON CASH INVESTING AND FINANCING ACTIVITIES
There were no non cash investing or financing activities during the year ended 30 June 2016.
19. 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 2016.
20. AUDITOR’S REMUNERATION
AUDIT SERVICES
2016
2015
Rothsay Chartered Accountants
Audit and Review of Financial Statements
Tax Work under the Corporations Act 2001
Total Remuneration for Audit Services
$
20,000
3,000
23,000
$
12,000
3,500
15,500
21. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
RECONCILIATION OF CASH FLOWS
FROM OPERATING ACTIVITIES
2016
$
2015
$
(Loss) after Income Tax for the Period
(407,545)
(585,255)
Adjustments for:
Depreciation Expense
Exploration Provisions
(Profit)/Loss on Trading Securities
Share Based Payments Expense
Taxation movements
-
293,764
-
-
(112,500)
(Increase)/Decrease in Trade and Other Receivables
(1,643)
(Increase)/Decrease in Prepayments
(Increase)/Decrease in Provisions
(Increase)/Decrease in Trade and Other Payables
Cash Flow from/(Used In) Operations
-
-
(17,204)
(245,128)
-
243,412
-
202,635
(142,448)
-
(15,935)
-
60,598
(236,993)
51
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
22. SHARE BASED PAYMENTS
(a) Options
The following share based payment arrangements to Directors and employees existed at 30
June 2016.
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.
Option Holdings
Balance at Start
of Year
Granted as
Compensation
Exercised
Expired
Balance at End
of year
Vested and
Exercisable
Unvested
Directors
Alan Eggers
9,000,000
Marcello Cardaci1
2,000,000
John Seton
2,000,000
Key Management Personnel
Sam Middlemas
2,000,000
Total
15,000,000
2016
-
-
-
-
-
-
-
-
-
-
2015
-
-
-
-
-
9,000,000
9,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
15,000,000
15,000,000
Directors
Alan Eggers
4,500,000
9,000,000
Marcello Cardaci1
1,000,000
2,000,000
John Seton
1,000,000
2,000,000
Key Management Personnel
Sam Middlemas
1,000,000
2,000,000
Total
7,500,000
15,000,000
-
-
-
-
-
(4,500,000)
9,000,000
9,000,000
(1,000,000)
2,000,000
2,000,000
(1,000,000)
2,000,000
2,000,000
(1,000,000)
2,000,000
2,000,000
(7,500,000)
15,000,000
15,000,000
-
-
-
-
-
-
-
-
-
-
The weighted average remaining contractual life of share options outstanding at the end of the period
was 3.42 years.
(b) Expenses Arising From Share Based Payment Transactions
There were no share based transactions during the year.
52
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
23. 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
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
2016
$
1015
$
589,449
432,654
13,109,226
12,960,766
119,579
6,099,453
7,009,773
17,489,441
4,857,328
232,852
6,212,726
6,748,040
16,893,633
4,857,328
(15,336,996)
(15,002,921)
7,009,773
(519,928)
(519,928)
6,748,040
(286,749)
(286,749)
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.
24. 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
2016
$
61,646
425,000
486,646
2015
$
66,008
428,000
494,008
(b) Capital or Leasing Commitments
There are no capital or leasing commitments as at 30 June 2016.
25. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
The Directors are of the opinion that there are no contingent liabilities or contingent assets as at 30
June 2016.
26. INTERESTS IN JOINT VENTURES
Manhattan currently has no Joint Venture interests.
53
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
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 28 to 53 are in accordance with the Corporations Act
2001, and:
(i)
comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
(ii) give a true and fair view of the financial position of Manhattan as at 30 June 2016 and of
its performance for the Financial Year ended on that date;
(b) In the Directors’ opinion, there are reasonable grounds to believe that Manhattan will be able to
pay its debts as and when they become due and payable;
(c) The remuneration disclosures included in the Directors’ report (as part of the Audited Remuneration
report), for the year ended 30 June 2016, comply with section 300A of the Corporations Act 2001;
and
(d) The Directors have been given the declarations required by section 295A of the Corporations Act
2001 from the Chief Executive and Chief Financial Officers for the Financial Year ended 30 June
2016.
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
29 September 2016
54
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
ASX ADDITIONAL INFORMATION
Additional information required by ASX Limited Listing Rules not disclosed elsewhere in this 2016
Annual Report is set out below.
1. ANALYSIS OF SHAREHOLDINGS
As at 29 September 2016 Manhattan Corporation Limited has on issue 136,036,273 ordinary shares.
All issued ordinary fully paid shares carry one vote per share. There are six hundred and twenty
three (623) holders of fully paid ordinary shares on Manhattan’s share register as at 29 September
2016.
1.1 Top Twenty Shareholders
The names of shareholders in Manhattan’s Top Twenty as at 28 September 2015 are as follows:
TOP 20 SHAREHOLDERS
Rank
Holder
Number
Percentage
1
2
3
4
5
6
7
8
9
10
11
12
13
14
Minvest Securities (New Zealand) Limited
Nicholas P S Olissoff
HSBC Custody Nominees (Australia) Limited
Alan J Eggers & Associates
Forsyth Barr Custodians Ltd
Edwin Spruce Arron & Jack Tone Arron
Investment Custodial Services Limited
Claymore Trustees Limited
Custodial Services Limited
Robert Simeon Lord
Pollara Pty Ltd
Sundowner International Limited
Clive James Currie
HSBC Custody Nominees (Australia) Limited
15 M & K Korkidas Pty Ltd
16 Mark Thomas Holland + Zoe Ashton Holland
17
18
19
20
Residuum Nominees Pty Ltd
Richard Arthur Lockwood
Ianaki Semerdziev
Residuum Nominees Pty Ltd
TOTAL
23,851,461
10,759,462
9,632,916
9,205,850
5,991,373
5,158,260
4,229,500
4,007,260
3,970,467
3,800,000
3,415,726
2,903,452
2,100,000
1,950,000
1,735,084
1,500,000
1,250,000
1,223,000
1,132,000
1,100,000
17.53
7.91
7.08
6.77
4.40
3.79
3.11
2.95
2.92
2.79
2.51
2.13
1.54
1.43
1.28
1.10
0.92
0.90
0.83
0.81
98,915,811
72.71
55
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
ASX ADDITIONAL INFORMATION
1.2 Spread of Security Holders
As at 29 September 2016 Manhattan had 623 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
57
144
105
223
94
623
33,049
442,031
895,760
8,841,292
125,824,141
136,036,273
0.02
0.32
0.66
6.50
92.49
100.00
1.3 Minimum Holdings and Marketable Parcels
As at 29 September 2016 there were three hundred and fifty eight (358) 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 29 September 2016 total
15,000,000 options. The options do not carry a right to vote at a general meeting of shareholders.
Manhattan’s unlisted option details are as follows:
UNLISTED OPTIONS
Vesting Date
Exercise Price
Number of
Options
Number of
Holders
Expiry Date
28 November 2014
$0.10
15,000,000
4
28 November 2019
TOTAL
15,000,000
1.5 Restricted Securities Subject to Escrow Period
As at 29 September 2016 the Company had no ordinary shares or options with rights to acquire
ordinary shares the subject of escrow.
56
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
ASX ADDITIONAL INFORMATION
1.6 Substantial Shareholders
The following are registered by the Company as at 29 September 2016 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
33,057,311
27,858,721
10,759,462
9,180,000
80,855,494
24.30
20.48
7.91
6.75
59.44
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
Australia:
International:
Facsimile:
Web Site:
1300 850 505
+61 3 9415 4000
+61 8 9323 2033
www.computershare.com.au
1.8 Voting Rights
OOn 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.
57
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
ASX ADDITIONAL INFORMATION
ASX ADDITIONAL INFORMATION
2. TENEMENT SCHEDULE
As at 29 September 2016 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
E39/1782
Ponton
E28/2454
Ponton
MHC
MHC
MHC
MHC
MHC
100%
100%
100%
100%
100%
24 Aug 2006
23 Aug 2016
35 sub blocks
(1)
26 Nov 2008
25 Nov 2017
20 sub blocks
11 Aug 2011
10 Aug 2016
56 sub blocks
10 July 2015
9 July 2020
138 sub blocks
(2)
(3)
App
App
121 sub blocks
NOTES
(1)
(2)
(3)
One year Extension of Term applied for 19 August 2016
Five year Extension of Term applied for 9 August 2016
Partial surrender lodged 6 July 2016
ABBREVIATIONS
E
Exploration Licence WA DMP Western Australian Department of Mines and Petroleum
km2
App
Square Kilometre
MHC Manhattan Corporation Limited ABN 61 123 156 089
Application Lodged
AREAS
Western Australia
1 Sub block
Ponton Project
370 sub blocks
Total Area
2.97km2
1,100km2
58
MANHATTAN CORPORATION LIMITED
2016 ANNUAL REPORT
BUSINESS OFFICE
Level 233 Colin Street
WEST PERTH WA 6005
PO Box 1038
West Perth WA 6872
Telephone:
Facsimile:
+61 8 9322 6677
+61 8 9322 1961
info@manhattancorp.com.au
Email:
Website: www.manhattancorp.com.au