2017
A N N U A L R E P O R T
ABN 61 123 156 089
www.manhattancorp.com.au
CONTENTS
CORPORATE DIRECTORY
CHAIRMAN’S REVIEW
REVIEW OF OPERATIONS
DIRECTORS’ REPORT
AUDITOR’S REPORT
AUDITOR’S DECLARATION
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
DIRECTORS’ STATEMENT
ASX ADDITIONAL INFORMATION
ANALYSIS OF SHAREHOLDINGS
TENEMENT SCHEDULE
1
2
5
15
25
28
29
29
30
31
32
33
52
53
53
56
CORPORATE DIRECTORY
DIRECTORS
SHARE REGISTRY
Alan J Eggers
B.Sc, B.Sc(Hons), M.Sc, F.S.E.G., MAusIMM, MAIG
Executive Chairman
Marcello Cardaci
B.Juris, LLB, B.Com
John A G Seton
LLM(Hons)
Non Executive Director
Non Executive Director
COMPANY SECRETARY
John G Ribbons
B.Bus, CPA, AGIA
BUSINESS OFFICE
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Email:
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info@manhattancorp.com.au
www.manhattancorp.com.au
Australian Securities Exchange (“ASX”)
ASX Code: MHC
COUNTRY OF INCORPORATION
Australia
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
1
CHAIRMAN’S REVIEW
CHAIRMAN’S
REVIEW
22 September 2017
Dear Shareholders and Investors
I’m pleased, on behalf of the Board and our executive team, to present
Manhattan’s 2017 Annual Report including the Financial Statements for the
year ended 30 June 2017 and my review of Manhattan’s business plans.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
2
CHAIRMAN’S REVIEW
Uranium Price Outlook
No improvement in the uranium price has materialised over the last 12 months and industry observers agree the
decade low price of uranium is unsustainable.
The 2011 Fukushima incident, and tsunami, in Japan led to the shutdown of the country’s 55 nuclear reactors,
an oversupply of primary fuel coupled with slower Japanese plant restarts than anticipated. In the wake of
Fukushima the uranium spot price continues to be depressed after being at US$28lb in mid-March, then sinking
to a 17 year low at US$19.50lb at the beginning of June and is now around US$20.70lb in mid-September 2017.
Trade Tech’s term price indicators remained at US$24.45lb (mid) and US$34.00lb (long).
As a result, a number of tier one uranium development projects are on hold around the world including the four
approved WA projects and the Mkuju River project in Tanzania.
Uranium Market Dynamics
With the spot price now well below the average cost of primary mine production, and the significant investment
underway in new nuclear plants and replacement of ageing plants, we believe that the supply of uranium will
come under pressure, prices should improve and the dynamics point to an abrupt return to higher prices when
the time comes.
Whilst we believe the low carbon, clean and safe uranium power industry has a strong future the current low cost
abundant natural gas and growth of renewable energy are accelerating the retirement of coal and (older) nuclear
base load power plants. The rush to renewables and the emerging power storage technologies around the globe
are clouding the issue and directing politicians and investment away from nuclear.
Over optimistic renewable energy targets are being set such as California 60% by 2030, Hawaii 100% by 2050
along with 48 third world countries vulnerable to climate change and 100 multinationals making a commitment to
100% renewables (The Economist 13 July 2017). These targets are unlikely to be met but they are also having
an impact on the near to medium term energy mix to provide essential base load power at the exclusion of
traditional fossil, hydro and nuclear alternatives.
World Nuclear Power Developments
A major case for uranium’s longer term demand outlook is China’s impressive nuclear power growth with 37
plants now operating generating 33,650MW and another 20 under construction capable of delivering 22,000MW
of base load carbon free energy.
There are now 447 operable nuclear power plants in 31 countries capable of delivering 392,335MW of power.
As well, a record new build is underway with 58 plants capable of generating 63,070MW under construction and
another 162 nuclear plants (167,800MW capacity) approved with funding or commitment in place and expected
to be operational within 8 to 10 years (WNA 1 August 2017).
In the USA there are calls for greater support for nuclear power being important for energy supply and national
security. France and South Korea have also been urged to reconsider their proposals to phase out nuclear,
advised it would be a step backwards and they need to help combat climate change by reducing the use of fossil
fuels in heating and transport sectors.
Excising E28/1898 from QVSNR
Manhattan’s key licence E28/1898, and reported Inferred Resources of 17.2Mlb and Exploration Targets of 33
to 67Mlb of uranium oxide, at Ponton are located mostly within the remote QVSNR, 200km east northeast of
Kalgoorlie.
Whilst a proposal has been developed to excise granted E28/1898 (that equates to 6% or 160km2 of the 2,700km2
QVSNR) from the reserve by a Reserves Amendment Bill in the WA parliament this proposal is now on hold.
The recently elected WA state Labor government’s stated policy not to approve any new uranium mines, and
their previously stated policy of not to allow mineral exploration in A Class reserves, suggests there is little
likelihood of progressing the exploration and development of the Ponton uranium project over the next four year
term of the present WA government.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
3
CHAIRMAN’S REVIEW
Developments in Western Australia Uranium Mine Approvals
The four new uranium development projects in WA at Yeelirrie, Kintyre, Wiluna and Mulga Rock, that have
secured WA state and federal environmental development approvals, will be honoured by the state’s Labor
government. However, each of these projects will only be advanced when world uranium prices show a sustained
improvement in the order of over double current prices.
Although the WA Labor policy is at odds with the four approved projects we do not see any change in the WA
government’s stand on new uranium mine approvals or exploration access to A Class reserves in the foreseeable
future.
Manhattan’s Resources and Project Development
Manhattan completed a drilling program at Ponton in late 2016 that delivered the required information to complete
and report, on 23 January 2017, an upgraded and JORC Code 2012 Inferred Resources at Ponton. At Double
8 deposit 17.2 million Inferred Resource was reported along with maiden Inferred Resources estimates for the
Stallion, Highway and Shelf uranium deposits, to the north of the QVSNR, totalling 6.97Mlb uranium oxide.
The four Inferred Mineral Resources reported in January 2017 of over 24Mlb uranium oxide at Ponton are in
addition to the four Exploration Targets at Double 8, Stallion South, Highway South and Ponton previously
reported in 2014 of 33 to 67Mlb uranium oxide.
The Ponton project is a future low cost in-situ metal recovery development opportunity for Manhattan with
reported Resources and Targets of 57Mlbs to 91Mlbs making it the third largest uranium resource in WA and
positioning the project as one of key regional, state and national significance.
The Year Ahead
Manhattan will maintain its interests in the key tenement areas at Ponton, with a view that the WA government’s
policy on uranium approvals may change in the future and or the Labor government will be replaced by a
government that is supportive of the industry.
With the current ban on progressing uranium projects in WA Manhattan is now developing a revised business
plan to take the Company forward. We intend to finalise our negotiations and approvals, prepare the required
shareholder information then will provide this information and make our plans known to investors as soon as
possible in the coming months.
Unless there is a very sudden and positive turnaround in the fortunes of the uranium sector the Board, and
management team, at Manhattan are looking to diversify into other mineral exploration and development
activities in the resource sector with near term certainty of development and commodity price outlook.
It’s been a tough year, funds remain tight and good opportunities are difficult to identify and then successfully
acquire. We are in this process, are reassured by our investor base support that refocussing is the correct way
forward and thank you all for your patience whilst we navigate this acquisition process and new corporate path.
As Chairman I look forward to delivering positive news and developments in the coming months that will revitalise
Manhattan and create the commercial environment and opportunity for growth and wealth generation.
ALAN J EGGERS
Executive Chairman
22 September 2017
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
4
REVIEW OF OPERATIONS
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 625km2 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”).
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
5
FIGURE 1: MANHATTAN’S AUSTRALIAN URANIUM PROJECTS
REVIEW OF OPERATIONS
On 23 January 2017 Manhattan reported an upgraded JORC Code 2012 Inferred Resource for the Double 8
uranium deposit at Ponton in WA of 17.2 million pounds (“Mlb”) of uranium oxide (“U 3O8”) at a 200ppm cutoff.
As well, maiden JORC Code 2012 combined Inferred Resources estimates for three uranium deposits at Ponton
of 21.5 million tonnes (“Mt”), grading from 137 to 151ppm U 3O8 totalling 6.97Mlb U3O8 at a 100ppm cutoff were
reported.
The four Inferred Resource estimates reported for Ponton project are:
•
•
•
•
Double uranium deposit of 17.2Mlb U3O8 at 200ppm cut off;
Stallion uranium deposit of 3.3Mlb U3O8 at 100ppm cutoff;
Highway uranium deposit of 1.9Mlb U3O8 at 100ppm cutoff; and
Shelf uranium deposit of 1.8Mlb U3O8 at 100ppm cutoff
Exploration Results at Ponton, reported on 7 February 2014, have also identified four wide spaced drilled
Exploration Targets with tonnage ranges of 4 to 45Mt, grade ranges of 250 to 450ppm U3O8 totalling 33 to 67Mlb
U3O8 at the 200ppm U3O8 cutoff. In accordance with clause 17 of the JORC Code 2012, the potential quantity
and grade reported as Exploration Targets in this report must be considered conceptual in nature as there has
been insufficient exploration and drilling to define a Mineral Resource and it is uncertain if further exploration and
drilling will result in the determination of a Mineral Resource.
The four Exploration Targets reported for the Ponton project are:
•
•
•
•
Double 8 of between 2.5 and 5.5Mlb U3O8;
Stallion South of between 8 and 16Mlb U3O8;
Highway South of between 8 and 16Mlb U3O8; and
Ponton of between 15 and 30Mlb U3O8
The four Inferred Resource estimates and four Exploration Targets at Ponton reported here were prepared by
the Company’s independent resource consultants H&S Consultants (“H&SC”).
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).
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
6
FIGURE 2: MANHATTAN’S PONTON TENEMENTS
REVIEW OF OPERATIONS
The four Mineral Resource Estimates reported in January 2017, and the four Exploration Targets previously
reported in 2014, are based on actual exploration results including Manhattan’s aircore and sonic drilling of
over 767 holes and 52,700 metres of drilling along the palaeochannels immediately to the north of QVSNR
in 2009 and 2010, 21 holes and 1,170 metres of drilling by Manhattan in 2016 and over 70km 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 in the 1980’s.
Whilst a proposal has been developed to excise granted E28/1898 (that equates to 6% or 160km2 of the 2,700km2
QVSNR) from the reserve by a Reserves Amendment Bill in the WA parliament this proposal is now on hold. The
WA state Labor government’s policy of not to approve any new uranium mines, or permit mineral exploration in A
Class reserves, suggests there is little likelihood of progressing the exploration and development of the Ponton
uranium project over the next four year term of the present WA government.
1. PONTON PROJECT (WA)
Interest: Manhattan 100%
Operator: Manhattan Corporation Limited
The Ponton project area is underlain by Tertiary palaeochannels within the Gunbarrel Basin. Carbonaceous
sand hosted uranium mineralisation, below 40 to 70 metres of cover, has now been defined by drilling
along 55 kilometres of the palaeochannels at Stallion, Stallion South, Double 8, Ponton, Highway and
Highway South prospects (Figure 3). At a depth of 40 to 70 metres the uranium mineralisation is in shallow
reduced sand hosted tabular uranium deposits in a confined palaeochannel that is potentially amenable to
ISR metal recovery, the lowest cost method of producing yellowcake with the least environmental impact.
Within E28/1898 approximately 6,900 metres of drilling, in 114 drill holes, was drilled and down hole
gamma logged by PNC and Uranerz in 1983 to 1986. This drilling discovered the palaeochannel sand
hosted uranium mineralisation at Double 8, Stallion South, Highway South and Ponton (Figure 3).
Manhattan has obtained and compiled all the PNC and Uranerz exploration results including the geological
drill logs, assay results, down hole gamma logs, logging tool calibrations and estimated disequilibrium
factors. These drill logs and gamma logs have been digitised and verified by Manhattan’s independent
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
7
REVIEW OF OPERATIONS
consultants.
In 2009 Uranio drilled 1,683 metres of aircore in 20 holes and from December 2009 to September 2016
Manhattan drilled over 52,400 metres of aircore and sonic drilling in 735 holes along the palaeochannels
at Ponton to the north of the QVSNR. Manhattan and Uranio’s exploration and drilling results and the
historic PNC and Uranerz data have been reviewed and the Inferred Resource estimated for Double
8, Stallion, Highway and Shelf deposits and Exploration Targets reported for Double 8, Stallion South,
Highway South and Ponton prospects.
FIGURE 3: DOUBLE 8, STALLION, HIGHWAY AND SHELF INFERRED RESOURCES (IR)
DOUBLE 8, STALLION SOUTH, HIGHWAY SOUTH & PONTON EXPLORATION TARGETS (ET)
2. DOUBLE 8 URANIUM DEPOSIT (WA)
Manhattan 100%
Manhattan Corporation Limited
Interest:
Operator:
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 on 23 January 2017. The reported resources are based on RC drilling by
PNC in the mid 1980’s. This information was prepared and first disclosed under the JORC Code 2004.
This updated JORC Code 2012 resource estimate was prepared by H&SC.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
8
REVIEW OF OPERATIONS
Double 8 Inferred Resources
DOUBLE 8 INFERRED RESOURCE ESTIMATES
CUTOFF GRADE
U3O8 (ppm)
TONNES
(MILLION)
GRADE
U3O8 (ppm)
TONNES
U3O8 (t)
POUNDS
(MILLION) U3O8
(Mlb)
100
150
200
250
110
51
26
14
170
240
300
360
18,700
12,240
7,800
5,040
42.0
26.0
17.2
11.0
H&SC’s resource estimate for the Double 8 uranium deposit is based on approximately 2,706m of
drilling from 44 aircore holes drilled by PNC in the early 1980’s along 10 kilometres of the palaeochannel
at Double 8 (Figure 3). The drilling has covered an area of approximately 9 x 1.2 km of the Ponton
palaeochannel. 40 holes were successfully logged for uranium decay products using a down hole gamma
radiometric probe. The original analog gamma logging data has been digitized and recalibrated by the
Company’s consultants as digitized logs converted to eU3O8.
The uranium mineralisation at Double 8 remains open and is yet to be closed off by drilling. Manhattan
considers that further drilling, on 100m x 400m centres, of the Double 8 deposit and Exploration Target
will expand on the reported resources and targets and the confidence levels of reported resources will
improve.
DOUBLE 8 EXPLORATION TARGET
The Double 8 Exploration Target, reported in January 2014, is based on 44 drill holes totalling
approximately 2,700 metres of drilling and down hole gamma logs in areas of the deposit where drill
spacing is considered too wide to define a Mineral Resource to an inferred resource status.
Exploration Results have identified a drilled Exploration Target with uranium mineralisation potential, at a
200ppm U3O8 cutoff, at Double 8 of 4 to 8Mt grading 250 to 450ppm U3O8 containing 1,100 to 2,500 tonnes
or 2.5 to 5.5Mlb of contained U3O8.
Double 8 Exploration Target
DOUBLE 8 EXPLORATION TARGET
CUTOFF GRADE
U3O8 (ppm)
TONNAGE
RANGE
(MILLION)
GRADE RANGE
U3O8 (ppm)
TONNAGE
RANGE U3O8 (t)
POUNDS RANGE
(MILLION)
U3O8 (Mlb)
200
4 - 8
250 - 450
1,100 - 2,500
2.5 - 5.5
In accordance with clause 17 of the JORC Code 2012, the potential quantity and grade reported as Exploration Targets in this report must
be considered conceptual in nature as there has been insufficient exploration and drilling to define a Mineral Resource and it is uncertain
if further exploration and drilling will result in the determination of a Mineral Resource.
The uranium mineralisation at Double 8 remains open and is yet to be closed off by drilling. Manhattan
considers that further drilling, on 100m x 400m centres, of the Double 8 deposit and Exploration Target
will expand on the reported resources and targets and the confidence levels of reported resources will
improve.
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 and Exploration Target areas 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).
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
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REVIEW OF OPERATIONS
3. STALLION (WA)
Interest:
Operator:
Manhattan 100%
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).
STALLION INFERRED RESOURCE ESTIMATES
An Inferred Resource of 1,490 tonnes (3.3Mlb) of uranium oxide at a 100ppm U3O8 cutoff for the Stallion
uranium deposit was reported on 23 January 2017. The reported resources are based primarily on
Manhattan’s aircore and sonic drilling in 2010 and 2016. This JORC Code 2012 resource estimate was
prepared by H&SC.
Stallion Inferred Resources
STALLION INFERRED RESOURCE ESTIMATES
CUTOFF GRADE
eU3O8 (ppm)
TONNES
(MILLION)
GRADE
eU3O8 (ppm)
TONNES U3O8 (t)
100
150
200
9.9
3.6
1.3
151
200
253
1,490
720
330
POUNDS
(MILLION)
U3O8 (Mlb)
3.3
1.6
0.7
H&SC’s resource estimate for the Stallion uranium deposit is based on a total of 252 drill holes totalling
18,746m of drilling including 7 aircore holes for approximately 401 metres of drilling by PNC in the early
1980s and Manhattan’s 226 vertical aircore drill holes totalling 16,914m and 16 duplicate sonic drill
holes totalling 1,179m of drilling along 8 kilometres of the palaeochannel at Stallion in 2009 and 2010
and 3 aircore holes for 252m, utilising improved high resolution gamma probe technology, drilled into the
Stallion deposit twinning previously drilled Manhattan aircore and sonic drill holes in 2016 (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 original PNC analog gamma logging data has been digitized and recalibrated by the Company’s
consultants as digitized logs converted to eU3O8.
The geological controls and style of the palaeochannel sand hosted uranium mineralisation at Stallion are
similar to the mineralisation encountered at Double 8.
4. HIGHWAY (WA)
Interest:
Operator:
Manhattan 100%
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).
HIGHWAY INFERRED RESOURCE ESTIMATES
An Inferred Resource of 860 tonnes (1.9Mlb) of uranium oxide at a 100ppm U3O8 cutoff for the Highway
uranium deposit was reported on 23 January 2017. The reported resources are based primarily on
Manhattan and Uranio’s aircore and sonic drilling in 2009, 2010 and 2016. This JORC Code 2012 resource
estimate was prepared by H&SC.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
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REVIEW OF OPERATIONS
Highway Inferred Resources
HIGHWAY INFERRED RESOURCE ESTIMATES
CUTOFF GRADE
eU3O8 (ppm)
TONNES
(MILLION)
GRADE
eU3O8 (ppm)
TONNES U3O8 (t)
100
150
200
5.7
2.4
1.0
150
196
234
860
470
220
POUNDS
(MILLION)
U3O8 (Mlb)
1.9
1.0
0.7
H&SC’s resource estimate for the Highway uranium deposit is based on a total of 304 drill holes totalling
18,236m of drilling including 6 aircore holes for approximately 279 metres of drilling by PNC and 27
RC hole for approximately 1,378m of aircore and reverse circulation (“RC”) drilling by Uranerz in the
early 1980s, Uranio’s 5 aircore holes totalling 381m in 2009, Manhattan’s 260 vertical aircore drill holes
totalling 15,832m and 3 duplicate sonic drill holes totalling 183m of drilling along 10 kilometres of the
palaeochannel at Stallion in 2009 and 2010 and 3 aircore holes for 183m, utilising improved high resolution
gamma probe technology, drilled into Highway twinning previously drilled Manhattan aircore and sonic
drill holes in 2016 (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 original PNC and Uranerz analog gamma logging data has been digitized
and recalibrated by the Company’s consultants as digitized logs converted to eU3O8.
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.
5. SHELF (WA)
Interest:
Manhattan 100%
Operator: Manhattan Corporation Limited
The Shelf uranium deposit is located along the palaeochannel approximately 10km northeast of Highway
in E39/1143.
SHELF INFERRED RESOURCE ESTIMATES
An Inferred Resource of 810 tonnes (1.8Mlb) of uranium oxide at a 100ppm U3O8 cutoff for the Shelf
uranium deposit was reported on 23 January 2017. The reported resources are based on RC and aircore
drilling by Uranerz in the mid 1980’s and Manhattan and Uranio’s aircore drilling in 2009 and 2010. This
JORC Code 2012 resource estimate was prepared by H&SC.
Shelf Inferred Resources
SHELF INFERRED RESOURCE ESTIMATES
CUTOFF GRADE
eU3O8 (ppm)
TONNES
(MILLION)
GRADE
eU3O8 (ppm)
TONNES U3O8 (t)
100
150
200
5.9
1.4
0.3
137
187
270
810
270
80
POUNDS
(MILLION)
U3O8 (Mlb)
1.8
0.6
0.2
H&SC’s resource estimate for the Shelf uranium deposit is based on a total of 352 drill holes totalling
21,550m of drilling including 110 holes for approximately 5,871m of aircore and RC drilling by Uranerz
in the early 1980’s, Uranio’s 15 aircore holes totalling 1,302m in 2009 and Manhattan’s 227 vertical
aircore drill holes totalling 14,377m in 2010 (Figure 3). Drilling has been completed on 200m and 400m
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
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REVIEW OF OPERATIONS
spaced lines with holes drilled at 100m centres along each grid line across the palaeochannel within
mineralised zones along 14 kilometres of the palaeochannel at Shelf in 2010. The original Uranerz analog
gamma logging data has been digitized and recalibrated by the Company’s consultants as digitized logs
converted to eU3O8 and all the Uranio and Manhattan drill holes were gamma logged.
Apart from some shallow lignite hosted uranium mineralisation encountered at the central Shelf uranium
deposit 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.
6. 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
eU3O8 (ppm)
TONNES
(MILLION)
GRADE
eU3O8 (ppm)
TONNES U3O8 (t)
POUNDS
(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).
7. 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.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
12
REVIEW OF OPERATIONS
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
eU3O8 (ppm)
TONNES
(MILLION)
GRADE
eU3O8 (ppm)
TONNES U3O8 (t)
POUNDS
(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).
8. PONTON (WA)
Interest:
Manhattan 100%
Operator: Manhattan Corporation Limited
Ponton is located along the palaeochannel to the southeast of Double 8. This prospect is within granted
licence E28/1898 within the QVSNR (Figures 2 & 3).
The drilled uranium mineralisation at Ponton is also hosted in palaeochannels within reduced carbonaceous
sands and weathered granitic sands in a confined aquifer overlying crystalline granite and Patterson
Group shale basement.
PONTON EXPLORATION TARGET
The Ponton Exploration Target, reported in January 2014, is based on 24 drill holes totalling approximately
1,440 metres of drilling and down hole gamma logs. This drilling, on approximately 1km x 1km centres
along the palaeochannel, is considered too wide to define a Mineral Resource to an inferred resource
status.
Exploration Results have identified drilled Exploration Targets with uranium mineralisation potential, at a
200ppm U3O8 cutoff, for the Ponton prospect of 23 to 45Mt grading 250 to 350ppm U3O8 containing 6,800
to 13,600 tonnes or 15 to 30Mlb of contained U3O8.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
13
REVIEW OF OPERATIONS
Ponton Exploration Target
PONTON EXPLORATION TARGET
CUTOFF GRADE
eU3O8 (ppm)
TONNES
(MILLION)
GRADE
eU3O8 (ppm)
TONNES U3O8 (t)
POUNDS
(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 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).
SUMMARY
Manhattan completed a drilling program at Ponton in late 2016 that delivered the required information to complete
and report, on 23 January 2017, an upgraded JORC Code 2012 Inferred Resource for the Double 8 uranium
deposit at Ponton in WA of 17.2 million pounds of uranium oxide.
As well, maiden JORC Code 2012 combined Inferred Resource estimates at Ponton were reported in January
2017 totalling 6.97Mlb uranium oxide for the Stallion, Highway and Shelf uranium deposits to the north of the
QVSNR.
The four Inferred Mineral Resources reported in January 2017 of over 24Mlb uranium oxide at Ponton are
additional to the four Exploration Targets at Double 8, Stallion South, Highway South and Ponton previously
reported in 2014 of 33 to 67Mlb uranium oxide.
Manhattan’s key licence at Ponton, E28/1898, is located mostly within the remote QVSNR, 200km east northeast
of Kalgoorlie. Whilst a proposal has been developed to excise granted E28/1898 (that equates to 6% or 160km2
of the 2,700km2 QVSNR) from the reserve by a Reserves Amendment Bill in the WA parliament this proposal is
now on hold.
The WA state Labor government’s stated policy of not to approve any new uranium mines, and their previously
stated policy of not to allow mineral exploration in A Class reserves, suggests there is little likelihood of
progressing the exploration and development of the Ponton uranium project over the next four year term of the
present WA government.
With the current ban on progressing uranium projects in WA we are now developing a revised business plan to
take the company forward and generate wealth for our investors.
ALAN J EGGERS
Executive Chairman
22 September 2017
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.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
14
DIRECTORS' REPORT
DIRECTORS’ 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 2017.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
15
DIRECTORS' REPORT
DIRECTORS’ REPORT
PRINCIPAL ACTIVITIES
The principal continuing activity of Manhattan during the year was mineral exploration and development and
evaluation of mineral projects and corporate opportunities in the resource sector world wide.
There has been no significant change in the nature of Manhattan’s business activities during the year under
review.
OPERATING RESULTS
The loss of the Company for the year, after provision for income tax, amounted to $2,799,651 (2016: $407,546).
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 2017 the Company has focussed on exploration and development of its
Western Australian uranium project at Ponton.
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 690km2 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.
On 23 January 2017 Manhattan reported an upgraded JORC Code 2012 Inferred Resource for the Double 8
uranium deposit at Ponton in WA of 17.2 million pounds (“Mlb”) of uranium oxide (“U 3O8”) at a 200ppm cutoff.
As well, maiden JORC Code 2012 combined Inferred Resources estimates for three uranium deposits at Ponton
of 21.5 million tonnes (“Mt”), grading from 137 to 151ppm U 3O8 totalling 6.97Mlb U3O8 at a 100ppm cutoff were
reported.
The four Inferred Resource estimates reported for Ponton project are:
Double uranium deposit of 17.2Mlb U3O8 at 200ppm cut off;
Stallion uranium deposit of 3.3Mlb U3O8 at 100ppm cutoff;
Highway uranium deposit of 1.9Mlb U3O8 at 100ppm cutoff; and
Shelf uranium deposit of 1.8Mlb U3O8 at 100ppm cutoff
Exploration Results at Ponton, reported on 7 February 2014, have also identified four wide spaced drilled
Exploration Targets with tonnage ranges of 4 to 45Mt, grade ranges of 250 to 450ppm U3O8 totalling 33 to 67Mlb
U3O8 at the 200ppm U3O8 cutoff. In accordance with clause 17 of the JORC Code 2012, the potential quantity
and grade reported as Exploration Targets in this Report must be considered conceptual in nature as there has
been insufficient exploration and drilling to define a Mineral Resource and it is uncertain if further exploration and
drilling will result in the determination of a Mineral Resource.
The four Exploration Targets reported for the Ponton project are:
Double 8 of between 2.5 and 5.5Mlb U3O8;
Stallion South of between 8 and 16Mlb U3O8;
Highway South of between 8 and 16Mlb U3O8; and
Ponton of between 15 and 30Mlb U3O8
The four Inferred Resource estimates and four Exploration Targets at Ponton reported here were prepared by
the Company’s independent resource consultants H&S Consultants (“H&SC”).
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”).
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
16
DIRECTORS' REPORT
DIRECTORS’ REPORT
The four Mineral Resource Estimates reported in January 2017, and the four Exploration Targets previously
reported in 2014, are based on actual exploration results including Manhattan’s aircore and sonic drilling of over
767 holes and 52,700 metres of drilling along the palaeochannels immediately to the north of QVSNR in 2009 and
2010, 21 holes and 1,170 metres of drilling by Manhattan in 2016 and over 70km 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 in the 1980’s.
Whilst a proposal has been developed to excise granted E28/1898 (that equates to 6% or 160km2 of the 2,700km2
QVSNR) from the reserve by a Reserves Amendment Bill in the WA parliament this proposal is now on hold. The
WA state Labor government’s policy of not to approve any new uranium mines, or permit mineral exploration in A
Class reserves, suggests there is little likelihood of progressing the exploration and development of the Ponton
uranium project over the next four year term of the present WA government.
The Company continues to review a number of M&A proposals and advanced uranium project acquisition
opportunities to grow the Company and generate additional shareholder value.
A full review of operations for the Financial Year, together with future prospects that form part of this Report,
are presented in the Chairman’s Review and the Review of Operations on pages 2 to 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
There has not arisen since the end of the Financial Year any item, transaction or event of a material nature, in
the opinion of the Directors of the Company, to affect significantly the operation of the Company, the results of
those operations, or the state of affairs of the Company in future Financial Years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
There is no likely or expected change to the operations of the Company to systematically explore the Company’s
key projects, in particular the Ponton projects. The Company will continue to review all business development
opportunities that present themselves in an effort to enhance the exploration and development portfolio.
This activity may or may not lead to future acquisitions, divestments, joint ventures and other changes to the
Company’s project portfolio.
ENVIRONMENTAL OBLIGATIONS
The Company operates within the resources sector and conducts its business activities with respect for the
environment while continuing to meet the expectations of the shareholders, employees and suppliers. The
Company’s exploration activities are currently regulated by significant environmental regulation under laws of the
Commonwealth and states and territories of Australia. The Company aims to ensure that the highest standard
of environmental care is achieved, and that it complies with all relevant environmental legislation. The Directors
are mindful of the regulatory regime in relation to the impact of the organisational activities on the environment.
There have been no known breaches by the Company during the Financial Year.
In February 2011 Manhattan adopted an Environmental Policy that included an Environmental Management Plan
for Queen Victoria Spring Nature Reserve, and included the Environmental Policy in its Corporate Governance
Statement.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors
of Manhattan support and have adhered to the ASX principles of corporate governance (as appropriate for
a company of Manhattan’s size). 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
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
17
DIRECTORS' REPORT
DIRECTORS’ REPORT
DIRECTORS AND COMPANY SECRETARY
The following persons held office as Directors and Company Secretary of Manhattan during the year. All
Directors, and the Company Secretary, were in office for the entire period unless otherwise stated:
Alan J Eggers
Marcello Cardaci
John A G Seton
Sam Middlemas (Resigned 28 September 2016)
John G Ribbons (Appointed 14 October 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 Besra Gold Inc (17 November 2016 to current),
ASX listed Wolfstrike Rentals Group Ltd (23 June 2016 to current), unlisted Trans-Tasman Resources Limited (1
October 2016 to current), a former director of Besra Gold Inc (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.
COMPANY SECRETARY
John G Ribbons B.Bus., CPA, ACIS COMPANY SECRETARY
John Ribbons was appointed Company Secretary and Chief Financial Officer on 14 October 2016. John is a
Chartered Secretary who has worked within the resources industry for over 20 years in the capacity of group
financial controller, chief financial officer and company secretary. Mr Ribbons has extensive knowledge and
experience with ASX listed exploration and production companies. He has considerable site based experience
with operating mines and has been involved with the listing of a number of exploration companies on ASX. Mr
Ribbons has experience of capital raising, ASX and TSX compliance and regulatory requirements. Mr Ribbons
is currently a director of Montezuma Mining Company Ltd (14 July 2010 to current) and has not held any other
directorships in the last three years.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
18
DIRECTORS' REPORT
DIRECTORS’ REPORT
REMUNERATION REPORT
The Remuneration Report for the Financial Year ended 30 June 2017 is set out under the following main headings:
(A) Principles Used to Determine the Nature and Amount of Remuneration;
(B) Details of Remuneration;
(C) Service Agreements;
(D) Share Based Compensation;
(E) Additional Information; and
(F) Loans to Directors and Executives.
The information provided in this remuneration report has been audited as required by section 308(3C) of the
Corporations Act 2001.
(A) Principles Used to Determine the Nature and Amount of Remuneration
The primary functions of the Remuneration Committee are to:
Make specific recommendations to the Board on remuneration of Director’s and senior officers;
Recommend the terms and conditions of employment for the Executive Chairman;
Undertake a review of the Executive Chairman’s performance, at least annually, including setting with
the Executive Chairman’s goals for the coming year and reviewing progress in achieving those goals;
Consider and report to the Board on the recommendations of the Executive Chairman on the
remuneration of all Directors and senior officers; and
Develop and facilitate a process for Board and Director evaluation.
The Board has elected not to establish a remuneration committee based on the size of the organisation and
has instead agreed to meet as deemed necessary and allocate the appropriate time at its regular Board
meetings.
Non Executive Directors
Fees and payments to Non Executive Directors reflect the demands which are made on, and the
responsibilities of, the Directors. Non Executive Directors’ fees and payments are reviewed annually by
the Board. The Executive Chairman’s fees are determined independently to the fees of Non Executive
Directors based on comparative roles in the external market. The Executive Chairman is not present at any
discussions relating to determination of his own remuneration.
Directors’ Fees
The current base remuneration was reviewed in July 2010 in light of current conditions and the cash
reserves of the Company. Non Executive Directors’ fees are determined within an aggregate Directors’ fee
pool limit, which is periodically recommended for approval by shareholders. The maximum Directors fees
approved by shareholders and payable currently stands at $200,000 per annum.
The 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
2017
2016
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.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
19
DIRECTORS' REPORT
DIRECTORS’ REPORT
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.
(B) Details of Remuneration
Amounts of Remuneration
Details of the remuneration of the Key Management Personnel (as defined in AASB 124 Related Party
Disclosures) of Manhattan Corporation Limited for the Financial Year are set out in the following tables.
The Key Management Personnel are the Directors and Company Secretary of Manhattan Corporation
Limited during the Financial Year which were:
Alan J Eggers
Marcello Cardaci
John A G Seton
Sam Middlemas
Executive Chairman
Non Executive Director
Non Executive Director
Company Secretary (Resigned 28 September 2016)
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
20
DIRECTORS' REPORT
DIRECTORS’ REPORT
Directors and Executives Remuneration
EXECUTIVE REMUNERATION
SHORT TERM
BENEFITS
EQUITY
COMPENSATION
TOTAL
PERCENTAGE
OPTIONS
Cash Salary &
Fees
Options
30 June 2017
Directors
Alan J Eggers1
Marcello Cardaci
John A G Seton2
Key Management Personnel
Sam Middlemas3
Total Compensation
Directors
Alan J Eggers1
Marcello Cardaci
John A G Seton2
Key Management Personnel
Sam Middlemas3
Total Compensation
$
$
$
210,000
17,500
17,500
11,760
256,760
30 June 2016
$
210,000
17,500
17,500
26,650
271,650
$
%
-
-
-
-
-
-
-
-
-
-
-
210,000
17,500
17,500
-
11,760
256,760
$
210,000
17,500
17,500
26,650
271,650
-
-
-
-
-
-
-
-
-
-
%
1
2
3
Mr Eggers was appointed Executive Chairman on 21 July 2009. All fees were paid under a Consultancy Agreement with Wesmin Corporate Pty Ltd.
Mr Seton was appointed as a Non Executive Director on 21 July 2009. All fees paid to his private Company Jura Trust Limited.
Mr Middlemas resigned as Company Secretary on 28 September 2016.
(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.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
21
DIRECTORS' REPORT
DIRECTORS’ REPORT
(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 2017) 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
$0.10
4 April 2016
4 April 2016
15 April 2019
$0.001
$0.013
0.000
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. All options issued in 2014 are 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 by a Company Director or officer during the Financial Year ended 30 June 2017 (2016: Nil).
Further information on the options is set out in Note 21 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 2017 were as follows:
DIRECTORS OF
MANHATTAN
YEAR
GRANTED
VESTED
PERCENTAGE
FINANCIAL
YEARS
IN WHICH
OPTIONS
VESTED
NUMBER
OF
OPTIONS
ISSUED
MAXIMUM
TOTAL
VALUE OF
GRANT
YET TO
VEST
Alan J Eggers
Marcello Cardaci
John A G Seton
2014
2014
2014
100
100
100
2015
2015
2015
9,000,000
2,000,000
2,000,000
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
$
-
-
-
22
DIRECTORS' REPORT
DIRECTORS’ REPORT
(F) Loans to Directors and Executives
There were no loans to Directors and Executives during the Financial Year.
This is the end of the Audited Remuneration Report.
DIRECTORS’ INTERESTS
The relevant interest of each Director in the shares or options issued by the Company as notified by the Directors
to the ASX in accordance with S205G(1) of the Corporations Act 2001, at the date of this report are as follows:
DIRECTORS
ORDINARY SHARES
OPTIONS OVER ORDINARY SHARES
Alan J Eggers
Marcello Cardaci
John A G Seton
SHARES UNDER OPTION
33,420,947
3,567,241
24,002,976
9,000,000
2,000,000
2,000,000
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
4 April 2016
15 April 2019
$0.10
$0.001
13,000,000
3,000,000
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
5
6
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
23
DIRECTORS' REPORT
DIRECTORS’ REPORT
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:
AUDIT SERVICES
2017
2016
Rothsay Chartered Accountants
Audit and Review of Financial Statements
Tax Work under the Corporations Act 2001
Total Remuneration for Audit Services
$
24,500
1,000
25,500
$
20,000
3,000
23,000
DIRECTORS’ AND OFFICERS INSURANCE
During the Financial Year, Manhattan paid a premium to insure the Directors and the Company Secretary.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may
be brought against the officers in their capacity as officers of the Company, and any other payments arising
from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities
that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of
their position or of information to gain advantage for themselves or someone else or to cause detriment to the
Company. It is not possible to apportion the premium between amounts relating to the insurance against legal
costs and those relating to other liabilities.
AUDITORS’ INDEPENDENCE DECLARATION
A copy of the Auditors’ Independence Declaration as required under section 307C of the Corporations Act 2001
is set out on page 28 of the Annual Report.
Rothsay Chartered Accountants are appointed to office in accordance with section 327 of the Corporations Act
2001 .
Signed in accordance with a Resolution of the Directors.
DATED at Perth on 22 September 2017
ALAN J EGGERS
Executive Chairman
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
24
DIRECTORS’ REPORT
DIRECTORS' REPORT
AUDITOR’S REPORT
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
25
DIRECTORS’ REPORT
DIRECTORS' REPORT
AUDITOR’S REPORT
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
26
DIRECTORS’ REPORT
DIRECTORS' REPORT
AUDITOR’S REPORT
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
27
AUDITOR’S DECLARATION
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
28
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
FINANCIAL
STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the Year Ended 30 June 2017
REVENUE
Revenue from Continuing Operations
EXPENSES
Expenses Excluding Finance Costs
Finance Costs
Loss Before Income Tax
Income Tax Expense
Loss For The Year
Note
2017
2016
5
6
8
$
2,536
$
3,911
(2,805,771)
(523,576)
(391)
(381)
(2,803,626)
(520,046)
3,975
112,500
(2,799,651)
(407,546)
Total Comprehensive Loss for the Year Attributable to
Members of Manhattan Corporation Limited
(2,799,651)
(407,546)
Basic and Diluted Loss Per Share
7
(2.05) cents
(0.36) cents
The Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying
Notes that form part of these Financial Statements.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
29
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2017
Note
2017
ASSETS
Current Assets
Cash and Cash Equivalents
Trade and Other Receivables
Total Current Assets
Non Current Assets
Exploration and Evaluation Expenditure
Total Non Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and Other Payables
Total Current Liabilities
10
11
12
13
FINANCIAL STATEMENTS
2016
$
581,494
110,827
692,321
$
187,493
10,880
198,373
3,000,000
3,000,000
5,122,934
5,122,934
3,198,373
5,815,255
77,107
77,107
34,338
34,338
TOTAL LIABILITIES
77,107
34,338
NET ASSETS
3,121,266
5,780,917
EQUITY
Contributed Capital
Reserves
Accumulated Losses
14
15
17,629,441
4,857,328
17,489,441
4,857,328
(19,365,503)
(16,565,852)
TOTAL EQUITY
3,121,266
5,780,917
The Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes
that form part of these Financial Statements.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
30
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended 30 June 2017
Consolidated
Note
Contributed
Equity
Options
Reserve
Accumulated
Losses
Total
Balance at 1 July 2015
Total Comprehensive Loss
Transactions with Owners in Their Capacity as Owners
Shares Issued During the Year
Balance at 30 June 2016
Total Comprehensive Loss
Transactions with Owners in their Capacity as Owners
Shares Issued During the Year
Balance at 30 June 2017
$
$
$
$
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
-
140,000
-
-
(2,799,651)
(2,799,651)
-
140,000
17,629,441
4,857,328
(19,365,503)
3,121,266
The Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes
that form part of these Financial Statements.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
31
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended 30 June 2017
Note
2017
2016
Cash Flows From Operating Activities
Payments to Suppliers and Employees
Proceeds from R&D Refund
Interest Received
Net Cash Flows Used In Operating Activities
20
Cash Flows From Investing Activities
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 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
$
(233,740)
100,328
4,178
(129,234)
$
(249,038)
85,287
3,910
(159,841)
(404,767)
(404,767)
(293,764)
(293,764)
140,000
140,000
(394,001)
581,494
187,493
595,808
595,808
142,203
439,291
581,494
The Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes that
form part of these Financial Statements.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
32
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
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.
The Financial Statements are for the consolidated entity consisting of Manhattan Corporation Limited and
its subsidiary. The Financial Statements are presented in the Australian currency. Manhattan Corporation
Limited is a company limited by shares, domiciled and incorporated in Australia. The Financial Statements
were authorised for issue by the Directors on 22 September 2017. The Directors have the power to amend
and reissue the Financial Statements.
(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 Statements 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 $2,799,651 (2016: $407,546) and a net cash outflow from
operating activities of $129,234 (2016: $159,841).
At 30 June 2017 the Group had cash assets of $187,493 (2016: $581,494) and working capital of
$121,266 (2016: $657,983).
The Company has reduced operating cash outflow to minimal levels while it assesses the market
and opportunities. Based on this fact, the Directors consider it appropriate that the finance report be
prepared on a going concern basis.
(b) Basis of Consolidation
The consolidated Financial Statements incorporate the assets and liabilities of the Company’s wholly
owned subsidiary Manhattan Resources Pty Ltd as at 30 June 2017 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.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
33
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
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
Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision maker. The chief operating decision maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the full Board
of Directors.
(d) Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed
as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third
parties.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable
that future economic benefits will flow to the entity and specific criteria have been met for each of
the Group’s activities as described below. The amount of revenue is not considered to be reliably
measurable until all contingencies relating to the sale have been resolved. The Group bases its
estimates on historical results, taking into consideration the type of customer, the type of transaction
and the specifics of each arrangement.
(e)
Income Tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable
income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax
assets and liabilities attributable to temporary differences and to unused tax losses.
Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial
Statements. However, the deferred income tax is not accounted for if it arises from initial recognition of
an asset or liability in a transaction other than a business combination that at the time of the transaction
affects neither accounting, nor taxable profit or loss. Deferred income tax is determined using tax
rates (and laws) that have been enacted or substantially enacted by the year ending 30 June and are
expected to apply when the related deferred income tax asset is realised or the deferred income tax
liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only
if it is probable that future taxable amounts will be available to utilise those temporary differences and
losses. Deferred tax liabilities and assets are not recognised for temporary differences between the
carrying amount and tax bases of investments in controlled entities where the parent entity is able to
control the timing of the reversal of the temporary differences and it is probable that the differences will
not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset
and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also
recognised directly in equity.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
34
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
(f)
Impairment of Assets
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other assets
or company of assets (cash generating units). Non financial assets other than goodwill that suffered
impairment are reviewed for possible reversal of the impairment at each reporting date.
(g) Acquisition of Assets
Assets including exploration interests acquired are initially recorded at their cost of acquisition on the
date of acquisition, being the fair value of the consideration provided plus incidental costs directly
attributable to the acquisition.
When equity instruments are issued as consideration, their market price at the end of acquisition is
used as fair value, except where the notional price at which they could be placed in the market is a
better indication of fair value.
(h) Cash and Cash Equivalents
For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short term, highly liquid investments with original
maturities of three months or less that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value, and bank overdrafts.
(i) Exploration and Evaluation Expenditure
Exploration, evaluation and development expenditure incurred is accumulated in respect of each
identifiable area of interest. These costs are only carried forward to the extent that they are expected
to be recouped through the successful development of the area or where activities in the area have not
yet reached a stage that permits reasonable assessment of the existence of economically recoverable
reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in
which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised
over the life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing
to carry forward costs in relation to that area of interest.
(j) Trade and Other Payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of
Financial Year which are unpaid. The amounts are unsecured and are usually paid within 30 days of
recognition.
(k) Contributed Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs
directly attributable to the issue of new shares or options for the acquisition of a business are not
included in the cost of the acquisition as part of the purchase consideration.
(l)
Investments and Other Financial Assets
Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are
classified as either financial assets at fair value through profit or loss, loan and receivables, or available
for sale investments, as appropriate. When financial assets are recognised initially they are measured
at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable
transaction costs. The Group determines the classification of its financial assets after initial recognition
and, when allowed and appropriate, re-evaluates this designation at each financial year end.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
35
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
Financial Assets at Fair Value Through Profit or Loss
This category has two sub-categories: financial assets held for trading, and those designated at fair
value through profit or loss on initial recognition. A financial asset is classified in this category if acquired
principally for the purpose of selling in the short term or if so designated by management. The policy of
management is to designate a financial asset at fair value through profit or loss if there exists the possibility
it will be sold in the short term and the asset is subject to frequent changes in value. Derivatives are also
categorised as held for trading unless they are designated as hedges. Assets in this category are classified
as current assets if they are either held for trading or are expected to be realised within twelve months of
the year ending 30 June.
Loans and Receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. They arise when the Group provides money, goods or services directly to a
debtor with no intention of selling the receivable. They are included in current assets, except for those with
maturities greater than twelve months after the year ending 30 June which are classified as non current
assets. Loans and receivables are included in receivables in the year ending 30 June.
Available for Sale Financial Assets
Available for sale financial assets, comprising principally marketable equity securities, are non-derivatives
that are either designated in this category or not classified in any of the other categories. They are included
in non current assets unless management intends to dispose of the investment within twelve months of the
year ending 30 June.
Purchases and sales of investments are recognised on trade date being the date on which the Group
commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction
costs for all financial assets not carried at fair value through profit or loss. Financial assets are derecognised
when the rights to receive cash flows from the financial assets have expired or have been transferred and
the Group has transferred substantially all the risks and rewards of ownership.
Available for sale financial assets and financial assets designated through profit or loss are subsequently
carried at fair value. Loans and receivables and held to maturity investments are carried at amortised cost
using the effective interest rate method. Realised and unrealised gains and losses arising from changes
in the fair value of the “financial assets at fair value through profit or loss” category are included in the
income statement in the period in which they arise. Unrealised gains and losses arising from changes in
the fair value of non monetary securities classified as available for sale are recognised in equity in the
net unrealised gains reserve. When securities classified as available for sale are sold or impaired, the
accumulated fair value adjustments previously reported in equity are included in the income statement as
gains and losses on disposal of investment securities.
The Group assesses at each balance date whether there is objective evidence that a financial asset or group
of financial assets is impaired. In the case of equity securities classified as available for sale, a significant
or prolonged decline in the fair value of a security below its cost is considered in determining whether the
security is impaired. If any such evidence exists for available for sale financial assets, the cumulative loss,
measured as the difference between the acquisition cost and the current fair value, less any impairment
loss on that financial asset previously recognised in profit and loss is transferred from equity to the income
statement. Impairment losses recognised in the income statement on equity instruments classified as held
for sale are not reversed through the income statement.
(m) Goods and Services Tax (GST)
Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated
iRevenues, 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.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
36
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
(n) 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”).
(o) 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.
(p) New Accounting Standards and UIG Interpretations
Certain new accounting standards and interpretations have been published that are not mandatory
for 30 June 2017 reporting periods and have not been early adopted by the Group. The Group’s
assessment of the impact of these new standards and interpretations is set out below. New standards
and interpretations not mentioned are considered unlikely to impact on the financial reporting of the
Group.
AASB 9 Financial Instruments (applicable for annual reporting periods commencing on or after
1 January 2018).
AASB 9 (December 2014) is a new Principal standard which replaces AASB 139. This new Principal
version supersedes AASB 9 issued in December 2009 (as amended) and AASB 9 (issued in December
2010) and includes a model for classification and measurement, a single, forward-looking ‘expected
loss’ impairment model and a substantially-reformed approach to hedge accounting.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
37
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
AASB 9 is effective for annual reporting periods beginning on or after 1 January 2018. However, the
Standard is available for early adoption. The own credit changes can be early applied in isolation
without otherwise changing the accounting for financial instruments.
The final version of AASB 9 introduces a new expected-loss impairment model that will require more
timely recognition of expected credit losses. Specifically, the new Standard requires entities to account
for expected credit losses from when financial instruments are first recognised and to recognise full
lifetime expected losses on a timelier basis.
Amendments to AASB 9 (December 2009 & 2010 editions) (AASB 2013-9) issued in December 2013
included the new hedge accounting requirements, including changes to hedge effectiveness testing,
treatment of hedging costs, risk components that can be hedged and disclosures.
AASB 9 includes requirements for a simpler approach for classification and measurement of financial
assets compared with the requirements of AASB 139.
The main changes are described below.
(a) Financial assets that are debt instruments will be classified based on (1) the objective of the
entity’s business model for managing the financial assets; (2) the characteristics of the contractual
cash flows.
(b) Allows an irrevocable election on initial recognition to present gains and losses on investments
in equity instruments that are not held for trading in other comprehensive income. Dividends in
respect of these investments that are a return on investment can be recognised in profit or loss and
there is no impairment or recycling on disposal of the instrument.
(c) Financial assets can be designated and measured at fair value through profit or loss at initial
recognition if doing so eliminates or significantly reduces a measurement or recognition
inconsistency that would arise from measuring assets or liabilities, or recognising the gains and
losses on them, on different bases.
(d) Where the fair value option is used for financial liabilities the change in fair value is to be accounted
for as follows:
The change attributable to changes in credit risk are presented in other comprehensive
income (OCI); and
The remaining change is presented in profit or loss.
AASB 9 also removes the volatility in profit or loss that was caused by changes in the credit risk of
liabilities elected to be measured at fair value. This change in accounting means that gains caused by
the deterioration of an entity’s own credit risk on such liabilities are no longer recognised in profit or
loss.
Consequential amendments were also made to other standards as a result of AASB 9, introduced by
AASB 2009-11 and superseded by AASB 2010-7, AASB 2010-10 and AASB 2014-1 – Part E.
AASB 2014-7 incorporates the consequential amendments arising from the issuance of AASB 9 in
December 2014.
AASB 2014-8 limits the application of the existing versions of AASB 9 (AASB 9 (December 2009) and
AASB 9 (December 2010)) from 1 February 2015 and applies to annual reporting periods beginning on
or after 1 January 2015.
Based on the financial assets and liabilities currently held, the Group does not anticipate any impact
on the Financial Statements upon adoption of this standard. The Group does not presently engage in
hedge accounting.
AASB 15 Revenue from Contracts with Customers (applicable for annual reporting periods
commencing on or after 1 January 2017).
In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers, which replaces IAS
11 Construction Contracts, IAS 18 Revenue and related interpretations (IFRIC 13 Customer Loyalty
Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets
from Customers and SIC-31 Revenue-Barter Transactions Involving Advertising Services). The core
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
38
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
principle of IFRS 15 is that an entity recognises revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. An entity recognises revenue in accordance with that
core principle by applying the following steps:
a)
b)
c)
d)
e)
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
Early application of this standard is permitted. AASB 2014-5 incorporates the consequential amendments
to a number of Australian Accounting Standards (including Interpretations) arising from the issuance
of AASB 15.
There will be no impact on the Group’s financial position or performance.
AASB 16 Leases (applicable for annual reporting periods commencing on or after 1 January
2019).
The key features of AASB 16 are as follows:
Lessee accounting:
•
•
•
Lessees are required to recognise assets and liabilities for all leases with a term of more than 12
months, unless the underlying asset is of low value.
A lessee measures right-of-use assets similarly to other non-financial assets and lease liabilities
similarly to other financial liabilities.
Assets and liabilities arising from a lease are initially measured on a present value basis. The
measurement includes non-cancellable lease payments (including inflation-linked payments),
and also includes payments to be made in optional periods if the lessee is reasonable certain to
exercise an option to extend the lease, or not to exercise an option to terminate the lease.
•
IFRS 16 contains disclosure requirements for lessees.
Lessor accounting:
•
•
AASB 16 substantially carries forward the lessor accounting requirements in AASB 117. Accordingly,
a lessor continues to classify its leases as operating leases or finance leases, and to account for
those two types of leases differently.
AASB 16 also requires enhanced disclosures to be provided by lessors that will improve information
disclosed about a lessor’s risk exposure, particularly to residual value risk.
The new standard will be effective for annual periods beginning on or after 1 January 2019. Early
adoption is permitted, provided the new revenue standard, AASB 15 Revenue from Contracts with
Customers, has been applied, or is applied at the same date as AASB 16.
The effect of this amendment on the Group’s Financial Statements has yet to be determined.
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
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
39
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
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 segment, being mineral resource exploration and assessment of mineral projects
in 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 and aging analysis for credit risk.
Risk management is carried out by the Board of Directors with assistance from suitably qualified external
and internal advisors. The Board provides written principles for overall risk management and further policies
will evolve commensurate with the evolution and growth of the Group.
(a) Market Risk
(i)
Foreign Exchange Risk
The Group does not currently operate internationally and therefore its exposure to foreign
exchange risk arising from currency exposures is limited.
(ii)
Price Risk
The Group does not currently hold any equity investments so it is not exposed to equity securities
price risk. The Group is not exposed to commodity price risk as the Group is still carrying out
exploration.
(iii) Cash Flow and Fair Value Interest Rate Risk
The Group’s only interest rate risk arises from cash and cash equivalents. 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 $198,373 (2016: $692,321).
The following financial assets of the Group are neither past due or impaired:
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
40
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
2017
$
187,493
10,880
198,373
2016
$
581,494
110,827
692,321
FINANCIAL ASSETS
Cash and Cash Equivalents
Trade and Other Receivables
Total
(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 $77,107 (2016: $34,338). 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
has 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 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
2017
2016
Other Revenue From Continuing Operations
Interest
Total
6. EXPENSES
$
2,536
2,536
(a) Expenses, Excluding Finance Costs, Included in the Income Statement
EXPENSES
Legal Fees
ASX and Share Registry Fees
Consultant Fees
Rent
Employee Benefits
Exploration Impairment
R&D consultants fees
General and Administration Costs
2017
$
-
45,096
36,560
4,473
63,000
2,546,570
12,600
97,472
Total Expenses, Excluding Finance Costs
2,805,771
$
3,911
3,911
2016
$
3,825
29,730
26,650
5,665
60,667
293,764
12,600
90,675
523,576
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
41
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
(b) Finance Costs
FINANCE COSTS
Total Finance Costs - bank fees and charges
2017
$
391
2016
$
381
7. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share (“EPS”) amounts are calculated by dividing net loss for the year attributable
to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding
during the period.
Diluted earnings (loss) per share amounts are calculated by dividing the net loss attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding during the period (adjusted
for the effects of dilutive options).
The following reflects the income and share data used in the total operations basic and diluted earnings
(loss) per share computations:
EARNINGS (LOSS) PER SHARE
Basic Loss Per Share
Loss Used in Calculating EPS
2017
$
(0.020)
(2,799,651)
2016
$
(0.004)
(407,546)
Weighted Average Number of Ordinary Shares
Number
Number
Outstanding During the Year Used in Calculating Basic EPS
136,320,208
114,124,821
Diluted EPS is not disclosed as the options on issue 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 2017.
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
2017
$
-
-
(3,975)
(3,975)
2016
$
(96,353)
-
(16,147)
(112,500)
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
42
(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
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
2017
$
-
-
-
2016
$
-
-
-
No deferred tax has been recognised in either the Income Statement or directly in equity.
(c) Reconciliation of Income Tax Expense to Prima Facie Tax Payable
RECONCILIATION OF INCOME TAX
Loss From Continuing Operations Before Income Tax
Tax at the Australian rate of 27.50%
Tax Effect of Permanent Differences:
Exploration Expenses
R&D Expenses Claimed as an Offset
Other Deductions
Benefits of Tax Losses Not Brought to Account
Temporary Differences
R&D Tax Offset
Under (Over) Provided in Prior Years
Total Tax Payable
2017
$
(2,799,651)
(769,904)
-
-
-
133,590
640,289
-
(3,975)
(3,975)
2016
$
(520,046)
(156,014)
(88,129)
75,000
(6,515)
-
(600)
(33,750)
(33,750)
(d) Tax Losses and Other Timing Differences for Which No Deferred Tax Asset has been Recognised
UNRECOGNISED TEMPORY DIFFERENCES
Carry Forward Tax Losses
Capital Raising Costs
Other Temporary Differences
2017
$
2016
$
4,405,371
4,179,236
3,275
4,500
-
-
-
Capitalised Exploration and Evaluation Expenditure
(900,000)
Net Deferred Tax Assets
3,513,146
4,179,236
The Group has tax losses arising in Australia of $17,443,933 ($3,513,146 at 27.5% tax rate) (2016:
$4,179,236) of which no deferred tax asset has been recognised that are available indefinitely for offset
against future taxable profits of the Group.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
43
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
9. DIVIDENDS PAID OR PROPOSED
There were no dividends paid or proposed during the year.
10. CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS
Cash at Bank and In Hand
Deposits at Call
Total Cash and Cash Equivalents
2017
$
187,493
-
187,493
2016
$
81,494
500,000
581,494
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
2017
$
10,680
-
200
10,880
2016
$
12,632
96,353
1,842
110,827
Due to the short term nature of these receivables the carrying values represent their respective fair
values at 30 June 2017.
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of
receivables mentioned above. Refer to Note 4 for more information on the risk management policy of
the Group and the credit quality of the entity’s receivables.
(b) Other Receivables
These amounts generally arise from transactions outside the usual operating activities of the Group.
Collateral is not normally obtained.
12. 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.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
44
EXPLORATION AND EVALUATION EXPENDITURE
As at 1 July
Capitalised During the Year
Impairment of Exploration Expenditure1
As at 30 June
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
2017
$
5,122,934
423,636
(2,546,570)
3,000,000
2016
$
5,122,934
293,764
(293,764)
5,122,934
1.
The carrying value of the Group’s projects was reviewed, and impairment recognised, where the facts and circumstances identified the carrying
amount to be greater than the recoverable amount.
The WA state Labor government’s stated policy of not to approve any new uranium mines, and their
previously stated policy of not to allow mineral exploration in A Class reserves, suggests there is little
likelihood of progressing the exploration and development of the Ponton uranium project over the next four
year term of the present WA government.
Although the WA Labor policy is at odds with the four new uranium development projects approved by WA
state and Federal environmental authorities at Yeelirrie, Kintyre, Wiluna and Mulga Rock in WA, we do
not see any change in the WA government’s stand on uranium approvals or exploration access to A Class
reserves in the foreseeable future.
Manhattan will maintain its interests in the key tenement areas at Ponton, with a view that the WA
government’s policy on uranium approvals may change in the future and or the Labor government will be
replaced by a government that is supportive of the industry. The project is a future low cost development
opportunity for Manhattan as the ISR Ponton project now has reported JORC Inferred Resources and
Exploration Targets of 57Mlbs to 91Mlbs making it the third largest uranium resource project in WA that
positions Ponton as a project of key regional, state and national significance.
Minimal exploration is planned for the Ponton project, which the Directors believe comprises the majority
of the enterprise value of the Group. The fair value of the exploration and evaluation assets have been
determined for the purpose of impairment testing by reference to the market capitalisation (number of
shares on issue multiplied by the quoted market price per share) of the Group on ASX, adjusted for the
net assets at reporting date of the Group excluding exploration and evaluation assets. The fair value of
exploration and evaluation assets is included in level 3 of the fair value hierarchy.
In the current economic and political climate, the Directors believe it is prudent to align the carrying value
of the Group’s exploration and evaluation assets to the market value of the Group as it is perceived by
the financial markets (ASX). The Directors consider the carrying value as noted is a fair indication of the
potential disposal value of the Group’s projects in the current market.
Given access to new equity funding has been negatively impacted by the current economic climate, the
capital markets and the recent WA government pronouncements on Uranium mining, the Group’s ability to
advance its projects through further exploration or exploitation has been significantly reduced. As a result
the Director’s believe market value to be a reliable measurement methodology.
There is no reasonable change expected in the unobservable input, being the net asset position of the
Group.
13. TRADE AND OTHER PAYABLES (CURRENT)
TRADE AND OTHER PAYABLES
Trade Payables
Other Creditors
Total Trade and Other Payables
2017
$
19,250
57,857
77,107
2016
$
-
34,338
34,338
Trade payables and other creditors are non interest bearing and will be settled on 30 to 60 day terms.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
45
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
14. ISSUED CAPITAL
(a) Ordinary Shares
ISSUED CAPITAL
NOTE
2017
2016
2017
2016
Ordinary Shares
Shares
Shares
$
$
Issued and Fully paid
(b)
140,278,693
136,036,273
17,629,441
17,489,441
Total Contributed Equity
140,278,693
136,036,273
17,629,441
17,489,441
(b) Share Movements During the Year
SHARE MOVEMENTS
2017
2016
Beginning of Financial Year
136,036,273
17,489,441
111,476,273
16,893,273
Number of
Shares
$
Number of
Shares
$
New Shares Issued During Year
Placement of Securities at 3.3 cents
303,030
10,000
6,900,000
Share Purchase Plan at 3.3 cents
3,939,390
130,000
17,660,000
140,278,693
17,629,441
136,036,273
17,489,081
-
172,500
441,500
(18,192)
Share Issue costs
End of Financial Year
(c) Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the
Group in proportion to the number of and amounts paid on the shares held. On a show of hands every
holder of ordinary shares present at a meeting in person, or by proxy, is entitled to one vote, and upon
a poll each share is entitled to one vote. There is no authorised or par value share as prescribed in the
Group’s constitution.
(d) Capital Risk Management
The Group’s objectives when managing capital are to safeguard their ability to continue as a going
concern, so that they can continue to provide returns to shareholders and benefits for other stakeholders
and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid
to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
CAPITAL RISK MANAGEMENT
Total Borrowings
Less Cash and Cash Equivalents
10
Net Cash
Total Equity
Total Capital
2017
$
-
187,493
187,493
2016
$
-
581,494
581,494
3,121,266
3,121,266
5,780,917
5,780,917
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
46
15. RESERVES
SHARE BASED PAYMENT RESERVE
Balance at Beginning of the Year
Share Based Payments
Total Share Based Payments Reserve
Nature and Purpose of Reserves
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
2017
$
2016
$
4,857,328
4,857,328
-
-
4,857,328
4,857,328
The share based payment reserve is used to recognise the fair value of options issued to Directors,
consultants and employees.
16. 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 (Resigned 28 September 2016)
(c) Key Management Personnel Compensation
KEY MANAGEMENT PERSONNEL COMPENSATION
2017
Short Term Employee Benefits
Post Employment Benefits
Share Based Payments
Total Compensation
$
256,760
-
-
2016
$
271,650
-
-
256,760
271,650
(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:
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
47
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
Option Holdings
Balance at
Start of Year
Granted as
Compensation
Exercised
Expired or
Cancelled
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 Middlemas2
2,000,000
Total
15,000,000
Directors
Alan Eggers
9,000,000
Marcello Cardaci
2,000,000
John Seton
2,000,000
Key
Management
Personnel
Sam Middlemas
2,000,000
Total
15,000,000
2017
-
-
-
-
-
2016
-
-
-
-
-
-
-
-
9,000,000
9,000,000
2,000,000
2,000,000
2,000,000
2,000,000
(2,000,000)
-
-
(2,000,000) 13,000,000 13,000,000
-
-
-
-
-
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1.
2.
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.
Mr Middlemas resigned 28 September 2016.
.
(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.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
48
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
Directors and
Officers Share
Holdings
Directors
Balance at the
Start of the Year
Share
Purchases
Share Sales or
Other Changes
Balance at the
End of the Year
2017
Alan Eggers
33,057,311
Marcello Cardaci
3,415,726
363,636
151,515
-
-
33,420,947
3,567,241
John Seton
27,858,721
151,515
(4,007,260)
24,002,976
Key Management
Personnel
Sam Middlemas1
1,450,726
-
(1,450,726)
-
Total
65,782,484
666,666
(5,457,986)
60,991,164
Directors
2016
Alan Eggers
31,257,311
1,800,000
Marcello Cardaci
2,815,726
600,000
John Seton
26,658,721
1,200,000
-
-
-
33,057,311
3,415,726
27,858,721
Key Management
Personnel
Sam Middlemas
1,160,726
600,000
(310,000)
1,450,726
Total
61,892,484
4,200,000
(310,000)
65,782,484
1.
Mr Middlemas resigned 28 September 2016.
(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 (2016: $210,000) 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 nil (2016: $3,000) to Manhattan during the year on normal commercial
terms.
17. NON CASH INVESTING AND FINANCING ACTIVITIES
There were no non cash investing or financing activities during the year ended 30 June 2017.
18. 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 2017.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
49
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
19. AUDITOR’S REMUNERATION
AUDIT AND NON AUDIT SERVICES
2017
2016
Rothsay Chartered Accountants
Audit and Review of Financial Statements
Tax Work under the Corporations Act 2001
Total Remuneration for Audit Services
$
24,500
1,000
25,500
20. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
RECONCILIATION OF CASH FLOWS
FROM OPERATING ACTIVITIES
2017
$
$
20,000
3,000
23,000
2016
$
(Loss) after Income Tax for the Period
Adjustments for Non Cash Items:
Exploration Impairment
Changes in Operating Assets and Liabilities:
Decrease/(Increase) in Trade and Other Receivables
Increase/(Decrease) in Trade and Other Payables
Cash Flow from/(Used In) Operations
(2,799,651)
(407,545)
2,546,570
293,764
97,995
25,852
(129,234)
(28,856)
(17,204)
(159,841)
21. SHARE BASED PAYMENTS
(a) Options
The following share based payment arrangements to Directors and employees existed at 30 June 2017.
All options granted to Director’s and employees are for ordinary shares in Manhattan Corporation
Limited, which confer a right of one ordinary share for every option held.
Grant Date
Expiry Date
Exercise
Price
Balance
at Start of
Year
Issued
During the
Year
Expired
During the
Year
Balance
at End of
Year
Vested &
Exercisable
at End of
Year
28 November 2014 28 November 2014
$0.10 15,000,000
4 April 2016
15 April 2019
$0.001
3,000,000
2017
Total Options
18,000,000
2016
28 November 2014 28 November 2014
$0.10 15,000,000
-
-
-
-
(2,000,000) 13,000,000 13,000,000
-
3,000,000
3,000,000
(2,000,000) 16,000,000 16,000,000
- 15,000,000 15,000,000
4 April 2016
15 April 2019
$0.001
-
3,000,000
-
3,000,000
3,000,000
Total Options
15,000,000
3,000,000
- 18,000,000 18,000,000
The weighted average remaining contractual life of share options outstanding at the end of the period was 2.30
years.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
50
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2017
(b) Expenses Arising From Share Based Payment Transactions
There were no share based transactions during the year.
22. 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
2017
$
191,972
10,396,843
77,107
6,056,655
4,340,188
17,629,441
4,857,328
2016
$
589,449
13,109,226
119,579
6,099,453
7,009,773
17,489,441
4,857,328
(17,954,609)
(15,336,996)
4,532,160
(2,617,613)
(2,617,613)
7,009,773
(519,928)
(519,928)
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.
23. 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
2017
$
20,322
182,000
202,322
2016
$
61,646
425,000
486,646
(b) Capital or Leasing Commitments
There are no capital or leasing commitments as at 30 June 2017.
24. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
The Directors are of the opinion that there are no contingent liabilities or contingent assets as at 30 June
2017.
25. INTERESTS IN JOINT VENTURES
Manhattan currently has no Joint Venture interests.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
51
DIRECTORS’ STATEMENT
DIRECTORS’ STATEMENT
DIRECTORS’ DECLARATION
In the opinion of the Directors of Manhattan Corporation Limited (“Manhattan”):
(a) The Financial Statements comprising the Consolidated Statements of Comprehensive Income, Financial
Position, Cash Flows, Statement of Changes in Equity and the Notes to Accompany the Financial
Statements as set out on pages 29 to 51 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 2017 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 2017, comply with section 300A of the Corporations Act 2001; and
(d) A statement that the attached Financial Statements are in compliance with International Financial
Reporting Standards has been included in the Notes to the Financial Statements; and
(e) 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 2017.
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
22 September 2017
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
52
ASX ADDITIONAL INFORMATION
ASX ADDITIONAL INFORMATION
ASX ADDITIONAL INFORMATION
Additional information required by ASX Limited Listing Rules not disclosed elsewhere in this 2017 Annual Report
is set out below.
1. ANALYSIS OF SHAREHOLDINGS
As at 22 September 2017 Manhattan Corporation Limited has on issue 140,778,693 ordinary shares. All
issued ordinary fully paid shares carry one vote per share. There are six hundred and four (604) holders of
fully paid ordinary shares on Manhattan’s share register as at 22 September 2017.
1.1 Top Twenty Shareholders
The names of shareholders in Manhattan’s Top Twenty as at 22 September 2017 are as follows:
TOP 20 SHAREHOLDERS
Rank
Holder
Number
Percentage
1
2
3
4
5
6
7
8
9
Minvest Securities (New Zealand) Limited
Nicholas P S Olissoff
Alan J Eggers & Associates
HSBC Custody Nominees (Australia) Limited
Forsyth Barr Custodians Ltd
Edwin Spruce Arron & Jack Tone Arron
ASB Nominees Limited <123619 A/C>
Custodial Services Limited
Claymore Trustees Limited
10 M & K Korkidas Pty Ltd
11
12
13
14
Pollara Pty Ltd
Sundowner International Limited
Robert Simeon Lord
Clive James Currie
15 Malcolm Alexander Briody
16
17
18
19
20
CS Third Nominees Pty Limited
Residuum Nominees Pty Ltd
Pershing Australia Nominees Pty Ltd
D A Thorpe + M R Thorpe + A J Thorpe
John Edward Andrews
TOTAL
24,002,976
11,214,007
9,417,971
8,014,232
5,899,288
5,632,501
5,129,000
4,310,885
4,158,775
3,663,627
3,567,241
2,903,452
2,800,000
2,554,545
2,003,070
1,912,827
1,250,000
1,223,000
1,153,030
1,100,000
17.05
7.97
6.69
5.69
4.19
4.00
3.64
3.06
2.95
2.60
2.53
2.06
1.99
1.81
1.42
1.36
0.89
0.87
0.82
0.78
101,910,427
72.39
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
53
ASX ADDITIONAL INFORMATION
1.2 Spread of Security Holders
As at 22 September 2017 Manhattan had 604 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
135
96
213
103
604
31,843
407,027
819,865
8,552,021
130,967,937
140,778,693
0.02
0.29
0.58
6.07
93.03
100.00
1.3 Minimum Holdings and Marketable Parcels
As at 22 September 2017 there were three hundred and eleven (311) 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 22 September 2017 total 16,000,000
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
28 November 2015
4 April 2016
TOTAL
Exercise
Price
$0.10
$0.00
Number of
Options
13,000,000
3,000,000
16,000,000
Number of
Holders
Expiry Date
3
1
28 November 2019
15 April 2019
1.5 Restricted Securities Subject to Escrow Period
As at 22 September 2017 the Company had no ordinary shares or options with rights to acquire ordinary
shares the subject of escrow.
1.6 Substantial Shareholders
The following are registered by the Company as at 22 September 2017 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:
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
54
ASX ADDITIONAL INFORMATION
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
33,420,947
24,002,976
11,214,007
7,815,900
76,453,830
23.74
17.05
7.97
5.55
54.31
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
On a show of hands every shareholder present in person or by a proxy shall have one vote and upon
a poll each fully paid ordinary share shall have one vote.
1.9 Stock Exchange Listings
Manhattan’s ordinary shares have been granted quotation on the Australian Stock Exchange Limited
(“ASX”). ASX code MHC.
1.10 On Market Buyback
Currently, there is no on market buy back of the Company’s securities.
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
55
ASX ADDITIONAL INFORMATION
2.
TENEMENT SCHEDULE
As at 22 September 2017 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
E28/1523
Ponton
E28/1898
Ponton
E28/2454
Ponton
MHC
MHC
MHC
100%
100%
100%
26 Nov 2008
25 Nov 2017
20 sub blocks
11 Aug 2011
10 Aug 2021
34 sub blocks
(1)
App
App
121 sub blocks
(1)
22 sub blocks surrendered 20 July 2017
NOTES
ABBREVIATIONS
E
Exploration Licence WA
DMP Western Australian Department of Mines and Petroleum
km2
Square Kilometre
MHC Manhattan Corporation Limited ABN 61 123 156 089
pp
Application Lodged
AREAS
Western Australia
Ponton Project
175 sub blocks
Total Area
1 Sub block
2.97km2
520km2
MANHATTAN CORPORATION LIMITED
2017 ANNUAL REPORT
56
BUSINESS OFFICE
Level 2
33 Colin Street
WEST PERTH WA 6005
PO Box 1038
West Perth WA 6872
Telephone : +61 8 9322 6677
+61 8 9322 1961
Facsimile :
Email
Website
:
info@manhattancorp.com.au
: www.manhattancorp.com.au