ABN 61 123 156 089
Annual Report
30 June 2018
Manhattan Corporation Limited
CONTENTS
Corporate Directory
Directors’ Report
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Equity
Notes to the Financial Statements
Directors’ Declaration
Auditor’s Independence Declaration
Independent Audit Report
ASX Additional Information
PAGE NO
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45
Manhattan Corporation Limited
CORPORATE DIRECTORY
Directors
Mr Marcello Cardaci (Non-Executive Chairman)
Mr Robert Perring (Non-Executive Director)
Mr John Seton (Non-Executive Director)
Company Secretary
Ms Eryn Kestel
Registered Office
Level 2
33 Colin Street
West Perth WA 6005
Telephone:
+61 8 9322 6677
Facsimile:
Website:
Email:
+61 8 9322 1961
www.manhattancorp.com.au
info@manhattancorp.com.au
Share Registry
Computershare Investor Services Pty Ltd
Level 2
Reserve Bank Building
45 St Georges Terrace
Perth WA 6000 Australia
Telephone: 1 300 850 505
Facsimile: + 61 8 9323 2033
Auditors
Rothsay Chartered Accountants
Level 1, Lincoln House
4 Ventnor Avenue, West Perth WA 6005
Securities Exchange
The Company’s securities are quoted
on the official list of the Australian Securities
Exchange Limited, the home branch being Perth.
ASX Code: MHC
Manhattan Corporation Limited
1
2018 Annual Report to Shareholders
Directors Report
The Directors present their report for Manhattan Corporation Limited (“Manhattan” or “the Company”) and its
subsidiaries (“the Group”) for the year ended 30 June 2018.
DIRECTORS
The names, qualifications and experience of the Company’s Directors in office during the period and until the date of this
report are as follows. Directors were in office for this entire period unless otherwise stated.
Mr Marcello Cardaci B. Juris, LLB, B.Com
Non-Executive Chairman
Marcello 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
capital equity raisings and mergers and acquisitions. Gilbert + Tobin specializes in the provision of legal advice to
companies involved in various industries including resources and manufacturing.
Mr Cardaci is a Director of Energia Minerals Limited (appointed 7 October 2014). He has not held any other listed
directorships over the past three years.
Mr Robert Perring M.Sc, DIC, B.Sc Hons
Non-Executive Director (appointed 1 August 2018)
Mr Perring is a qualified mineral exploration and resource geologist who has worked in a diverse range of geological
terrains in Australia, South America and the Middle East (Saudi Arabia) exploring for a broad range of mineral deposit
types (Au, Ni-Cu-PGE, Cu-Pb-Zn, Sn-Ta, U, Diamonds). In recent years he has focused on developing project and corporate
opportunities for junior explorers.
He commenced his professional career in 1980 initially working for a number of technologically innovative global mining
companies (Pancontinental Mining Limited, Normandy Mining Limited, Newmont Mining Limited) before transitioning
into the junior mining sector in 2006 to pursue discovery opportunities in countries with emerging mining industries and
often challenging mining and exploration legislation (e.g. Saudi Arabia, Morocco, Ethiopia).
Mr Perring has held senior technical and corporate positions in Normandy Mining Limited (General – Manager –
Exploration) and Newmont Mining Limited (Director or Exploration – Australia and New Zealand) where he implemented
innovative exploration strategies that culminated in the discovery of several new mineral resources (e.g. Moolart gold
deposit, in production).
He was educated in Australia (University of Technology, Sydney) and the United Kingdom (Imperial College, University of
London) and is a member of the Australian Institute of Geoscientists.
Mr Perring has not held any other listed directorships over the past three years.
Mr John Seton LLM (Hons)
Non-Executive Director
John is an Auckland based solicitor with over 30 years’ experience in commercial law, stock exchange listed companies
and the mineral resources sector.
Mr Seton is a director and chief executive officer of Besra Gold Inc. and is a former director and chair of ASX listed FE
Investments Group Limited (resigned August 2018). He has not held any other listed directorships over the past three
years.
Manhattan Corporation Limited
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Directors Report
Mr Alan J Eggers B. Sc (Hons), M. Sc, F.S.E.G., MAusIMM, MAIG
Executive Chairman (resigned 1 August 2018)
Alan 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 twenty years of
listed uranium company Summit Resources Limited. He built Summit into an ASX 200 company with a market
capitalisation of $1.2 billion until its takeover by Paladin Energy Limited in May 2007 when he resigned from the board.
His professional experience has included management of exploration initiatives and corporate administration of private
and public companies.
Mr Eggers has not held any other listed directorships over the past three years.
COMPANY SECRETARY
Eryn Kestel (appointed 8 September 2017) B. Bus, CPA
Eryn is a Certified Practicing Accountant with more than 28 years corporate experience that includes over 13 years’ in
the role of company secretary for ASX listed companies.
Ms Kestel has not held any listed directorships over the past three years.
John Ribbons (resigned 31 July 2017) B.Bus., CPA, ACIS
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. Mr Ribbons has considerable site based experience with
operating miners and has been involved with the listing of a number of exploration companies on the ASX.
Mr Ribbons is a director of Montezuma Mining Company Limited (appointed 14 July 2014. Mr Ribbons has not held any
other listed directorships over the past three years.
INTERESTS IN THE SECURITIES OF THE COMPANY^
As at the date of this report the interests of the Directors in the securities of Manhattan Corporation Limited are:
Director
R. Perring
M. Cardaci
J. Seton
Ordinary
Shares
15,000,000
3,567,241
27,025, 137
Options over
Ordinary Shares
exercisable at
10 cents each
-
2,000,000
2,000,000
^ Includes shares and options held directly, indirectly and beneficially by key Management Personnel.
RESULTS OF OPERATIONS
The Group’s net loss after taxation attributable to the members of Manhattan Corporation for the year to 30 June 2018
was $3,597,940 (30 June 2017: $2,799,651).
DIVIDENDS
No dividend was paid or declared by the Group in the period and up to the date of this report.
CORPORATE STRUCTURE
Manhattan Corporation Limited is a company limited by shares, which is incorporated and domiciled in Australia.
Manhattan Corporation Limited
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Annual Report to Shareholders
Directors Report
NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES
During the period, the principal activity was mineral exploration and development and evaluation of mineral projects and
corporate opportunities in the resource sector worldwide.
EMPLOYEES
The Group has nil employees at 30 June 2018 (30 June 2017: Nil).
REVIEW OF OPERATIONS
Joshua Copper Project - Chile
Highlights
•
•
•
•
•
•
•
•
Manhattan enters into an agreement to acquire up to an 80% interest in the Joshua Copper Porphyry Project in
Chile with Helix Resources Limited (Helix).
On 8 June 2018 the Company agreed to terminate its proposed acquisition by way of a merger and RTO of New
Zealand iron and heavy mineral sands development company, TTR, and immediately entered into the agreement
with Helix to fund the drilling at the Joshua Copper Project
The project, located 350km north of Santiago in the Coastal Belt at low altitude, is close to infrastructure with a
6.5km by 2km alteration system and coincident chargeable induced polarisation geophysical anomaly
Hydrothermal alteration is similar to the world class Andacollo copper gold deposit 45km to NNW (400Mt at
0.34%Cu) mined by Teck Resources Limited
Initial drill testing of less than 5% of the alteration system intersected multiple intersections of copper (plus
molybdenum and gold) mineralisation including 400m at 0.25%Cu, 352m at 0.27%Cu and 240m at 0.22%Cu
Manhattan can acquire 80% equity in the Joshua copper gold porphyry project by completing 8,000m of drilling
and a Bankable Feasibility Study
The first stage commitment to sole fund $1,000,000 of exploration and complete 3,000m of drilling will be funded
by a $3,000,000 capital raise approved by shareholders on 25 July 2018
The Joshua Copper Project gives Manhattan exposure to the significant upside of a potential new copper
porphyry discovery in Chile, a world class mining destination.
On 8 June 2018 Manhattan Corporation Limited (Manhattan) entered into a binding heads of agreement (Joshua
Agreement) with Helix Resources Limited (ASX:HLX”) (Helix) to drill test the Joshua Copper Porphyry Project in Chile,
South America (Joshua Project).
Manhattan will have the right to earn up to an 80% equity in the Joshua Project by carrying out 8,000m of diamond drilling
and completing a Bankable Feasibility Study (BFS) over three stages.
The first stage and minimum commitment is an option where Manhattan must sole fund expenditure of AUD$1,000,000
with the aim of completing 3,000m of diamond drilling (Figures 1 & 2).
The agreement gives Manhattan exposure to the significant upside of a potential new copper porphyry discovery in a
world class mining destination:
•
•
•
•
Discovered (2011) and 100% owned by Helix;
Located 350km north of Santiago in the Coastal Belt, at low altitude and close to infrastructure;
Large porphyry related alteration system - 6.5km by 2km;
Coincident with large Induced Polarisation (IP) chargeable response;
Manhattan Corporation Limited
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•
Alteration response similar to the Andacollo Cu-Au deposit (45km to NNW, 400mt @0.34% Cu) mined and
operated by Teck;
• Only Central Zone Stockwork has been drill tested so far - confirms porphyry provenance;
•
Drilling to date (16 RC-diamond holes) has tested less than 5% of the alteration system and less than 10%
of the +15 mV/V IP chargeability anomaly; and
Significant multiple intersections of copper mineralisation (+ Mo, Au) from the Joshua Central Zone
Stockwork including:
•
•
•
•
400m @ 0.25%Cu;
352m @ 0.27%Cu; and
240m @ 0.22%Cu
A recent technical review of the Joshua Copper Porphyry project by the Company has identified new and exciting drill
targets with potential for higher grade mineralisation (>0.5%Cu) in the Joshua system which, if discovered, could
potentially lead to a significant economic copper porphyry deposit discovery. Significantly, 90% of the +15mV/V response,
which surrounds the central stockwork, is yet to be drill tested.
Helix’s well established in-country exploration team have been retained to manage the initial proposed 3,000m diamond
drill program, currently planned to commence in the third quarter of 2018.
Subsequent to year end, Manhattan raised AUD$2,900,000 at $0.005 per share. Shareholder approval to the capital raising
was obtained on 25 July 2018.
Key Terms of the Joshua Agreement
A summary of the material terms of the Joshua Agreement are:
•
Stage 1:
Helix has granted an option to Manhattan under which Manhattan must sole fund expenditure of $1,000,000
on the Project within 9 months of the commencement date, such expenditure to be expended on a proposed
3,000m diamond drilling programme (Option);
If Manhattan exercise the Option, then Manhattan shall have the right but not the obligation to earn up to an 80% JV
Interest as follows:
•
•
Stage 2:
Manhattan may earn a 51% JV Interest in the Project by sole funding the expenditure necessary to complete
a further 5,000m of drilling within 18 months of the commencement date; and
Stage 3:
At the completion of Stage 2, Manhattan may elect to earn a further 29% (giving it a total 80%) JV Interest by
sole funding expenditure up to the completion of a BFS in respect of the Project;
At Stage 2, Helix will be entitled to a royalty equal to 1% of the net smelter return derived from of material removed from
the Project; and
Helix will be the Manager of Stage 1. During Stage 2 and Stage 3, Manhattan will be the manager unless Helix and
Manhattan mutually agree that Helix is to be retained as manager.
The Joshua Agreement
The Joshua Agreement is conditional on receipt of any regulatory approvals required under all applicable laws and
regulations in relation to the entry into the Joshua Agreement and grant of the option within 3 months of the date of the
Joshua Agreement; and
Manhattan Corporation Limited
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Annual Report to Shareholders
Directors Report
Manhattan raising a minimum of AUD$3,000,000 within 3 months of the date of the Joshua Agreement.
FIGURE 1: JOSHUA COPPER PROJECT CHILE
Geophysical Anomaly Backs Up Large System Concept
An IP chargeability anomaly is coincident with the alteration system and significantly 90% of the +15mV/V response, which
surrounds the central stockwork is yet to be drill tested. This IP response is important, because it encompasses the ore
and ore-related alteration phases of many porphyry-related mineral systems around the world.
FIGURE 2: JOSHUA ASTER ALTERATION ANOMALY AND COPPER SOIL GEOCHEMISTRY
Alteration Anomaly and XRF Copper Soil Geochemistry. Evidence for large porphyry system present beyond the central
stockwork
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FIGURE 3: JOSHUA IP CHARGEABILITY ANOMALY
IP chargeability image (150m below surface) with +15mV/V zones (blue lines) within the alteration footprint outline (red line)
Exploration Status
Only the Central Zone (Silica cap)) has been drilled previously (2011, 2012, 2015) – 16 RC/diamond holes within an area
of only 700m by 500m, representing less than 5% of the total alteration footprint. From that “proof-of-concept” drilling,
significant multiple thick intersections of copper mineralisation (+ Mo-Au) were returned, including 400m @ 0.25% Cu,
352m @ 0.27% Cu, 240m @ 0.22% Cu were returned.
Immediate Exploration Program commenced September 2018
Manhattan is currently drilling the defined +15mV/V IP chargeability anomaly on notional 400m centres, targeting
>0.5%Cu zones.
FIGURE 4: JOSHUA PROPOSED INITIAL DRILL HOLES
Priority drill targets in cross-section surrounding the central COPPER MINERALISED core and focused on testing the
+15mV/V IP Chargeability zones.
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PONTON URANIUM PROJECT
Western Australia
The Company is currently reviewing the importance of its Uranium portfolio to the Company and has pragmatically
decided to write off all exploration expenditure on these assets.
On 23 January 2017 Manhattan reported an upgraded JORC Code 2012 Inferred Resource for the Double 8 uranium
deposit at Ponton in WA of 26 million tonnes (Mt), for 17.2 million pounds (Mlb) grading 300ppm uranium oxide (U3O8)
at a 200ppm cutoff.
FIGURE 5: PONTON URANIUM PROJECT
The Inferred Resource estimate reported for Ponton project is:
•
Double 8 uranium deposit of 17.2Mlb U3O8 at 200ppm 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 Double 8 Inferred Resource estimate and the Double 8, Stallion South, Highway South and Ponton Exploration Targets
reported here were prepared by the Company’s independent resource consultants H&S Consultants (H&SC).
Manhattan Corporation Limited
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The Double 8 uranium deposit and the Double 8, Stallion South, Highway South and Ponton Exploration Targets are all
located on granted exploration licence, E28/1898, located within the Queen Victoria Spring Nature Reserve (QVSNR)
(Figures 6 & 7)
FIGURE 6: MANHATTAN’S PONTON
FIGURE 7: DOUBLE 8 INFERRED RESOURCES (IR)
DOUBLE 8, STALLION SOUTH, HIGHWAY SOUTH & PONTON EXPLORATION TARGETS (ET)
Manhattan Corporation Limited
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Annual Report to Shareholders
Directors Report
CORPORATE
Mr Perring was appointed Non-Executive Director on 1 August 2018.
A $2,900,000 capital raising was finalised and approved by shareholders on 25 July 2018.
On 8 June 2018 Manhattan announced to ASX it had agreed to terminate its proposed acquisition, by way of
amalgamation, of the assets of unlisted New Zealand based titano-magnetite iron sands development company, Trans-
Tasman Resources Limited.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There have been no significant changes in the state of affairs of the Company during year to 30 June 2018 and up to the
date of this report.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
On 1 August 2018 the Company received the final $2.9 million, completing the share placement announced on 8 June
2018.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Likely developments in the operations of the Company are set out in the above review of operations in this annual report.
Any future prospects are dependent upon the results of future exploration and evaluation.
ENVIRONMENTAL REGULATIONS AND PERFORMANCE
The Group carries or carried out operations that are subject to environmental regulations under legislation in Chile and
Australia. The Group has formal procedures in place to ensure regulations are adhered to. The Group is not aware of any
breaches in relation to environmental matters.
SHARE OPTIONS
As at the date of this report, there were 116,000,000 unissued ordinary shares under options (16,000,000 at the balance
date). The details of the options at the date of this report are as follows:
Number
Exercise Price $
Expiry Date
13,000,000
3,000,000
100,000,000
116,000,000
0.10
0.001
0.01
28 November 2019
15 April 2019
1 August 2023
No option holder has any right under the options to participate in any other share issue of the company or any other
entity.
10,000,000 unlisted options with an exercise price of 12 cents expiring on 31 December 2015 were forfeited and 5,000,000
unlisted options with an exercise price of 18 cents and 5,000,000 unlisted options with and exercise price of 15 cents
expired during the period.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company has made an agreement indemnifying all the Directors and officers of the Company against all losses or
liabilities incurred by each Director or officer in their capacity as Directors or officers of the Company to the extent
permitted by the Corporations Act 2001. The indemnification specifically excludes wilful acts of negligence. The Company
paid insurance premiums in respect of Directors’ and Officers’ Liability Insurance contracts for current officers of the
Company, including officers of the Company’s controlled entities. The liabilities insured are damages and legal costs that
Manhattan Corporation Limited
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Annual Report to Shareholders
Directors Report
may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as
officers of entities in the Group. The total amount of insurance premiums paid has not been disclosed due to
confidentiality reasons.
DIRECTORS’ MEETINGS
During the period ended 30 June 2018, in addition to regular Board discussions, the number of meetings of directors held
and the number of meetings attended by each director were as follows:
Director
Mr Alan Eggers*
Mr Marcello Cardaci
Mr John Seton
Number of Meetings Eligible
Number of Meetings
to Attend
Attended
8
8
8
-
8
8
7
-
Mr Robert Perring**
*Alan Eggers resigned 1 August 2018
**Robert Perring was appointed on 1 August 2018
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or 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 any part of
those proceedings. The Company was not a party to any such proceedings during the year.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Manhattan
Corporation Limited support and have adhered to the principles of sound corporate governance. The Board recognises
the recommendations of the Australian Securities Exchange Corporate Governance Council and considers that Manhattan
Corporation complies with those guidelines to the extent possible, which are of importance to the commercial operation
of a junior listed resources company. During the period, shareholders continued to receive the benefit of an efficient and
cost-effective corporate governance policy for the Company.
In accordance with ASX Listing Rule 4.10.3 the Company has elected to publish its Corporate Governance Statement on
the Company website at www.manhattancorp.com.au/corporategovernance.
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
Section 307C of the Corporations Act 2001 requires the Company’s auditors to provide the Directors of Manhattan
Corporation with an Independence Declaration in relation to the audit of the financial report for the year ended 30 June
2018. A copy of that declaration is included on page 41.
REMUNERATION REPORT (AUDITED)
This report outlines the remuneration arrangements in place for Directors and Executives of Manhattan Corporation
Limited in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purpose of this
report, Key Management Personnel (KMP) of the Company are defined as those persons having authority and
responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any
Director (whether executive or otherwise) of the Group
Manhattan Corporation Limited
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Annual Report to Shareholders
Directors Report
The report contains the following sections:
1.
2.
3.
4.
5.
6.
Key Management Personnel covered by this Remuneration Report
Remuneration Governance
Details of Remuneration
Share Based Remuneration
Additional disclosures relating to options and shares
Service Agreements
1. Key Management Personnel covered by this Remuneration Report
The following were KMPs of the Group at any time during the years ended 30 June 2018 and 30 June 2017 and unless
otherwise indicated, KMPs for the entire period:
Non - Executive
Directors
Robert Perring
Marcello Cardaci
John Seton
Executive Directors
Alan Eggers (a)
Executives
Sam Middlemas – Company Secretary (b)
(a) Alan Eggers resigned on 1 August 2018.
(b) Sam Middlemas resigned on 28 September 2016.
There were no other changes to KMPs after the reporting date and before the date of the financial report.
2. Remuneration Governance
The Board is responsible for determining and reviewing compensation arrangements for the Directors. The Board
assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference
to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the
retention of a high quality board and executive team. Currently the Group does not link the nature and amount of the
emoluments of such officers to the Group’s financial or operational performance. The expected outcome of this
remuneration structure is to retain and motivate Directors.
As part of its Corporate Governance Policies and Procedures, the Board has adopted a formal Remuneration Committee
Charter. Due to the current size of the Group and number of Directors, the Board has elected not to create a separate
Remuneration Committee but has instead decided to undertake the function of the Committee as a full Board under the
guidance of the formal charter.
The table below shows the performance of the Group as measured by loss per share over the past five financial years:
Manhattan Corporation Limited
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Directors Report
3. Details of Remuneration
Details of the nature and amount of each element of the emolument of each Director and Executive of the Group are as
follows:
Short Term
Options
30 June 2018
Base
Directors
Consulting
Share Based
Post
Total
Option
Performance
Salary
Fees
Fees
Payments
employment
Related
Related
Superannuation
$
-
-
-
-
$
-
16,667
16,667
$
-
-
-
-
210,000
$
-
-
-
-
$
-
-
-
-
$
-
16,667
16,667
210,000
%
-
-
-
-
%
-
-
-
-
Director
Mr. R Perring(a)
Mr. M Cardaci
Mr. J Seton
Mr. A Eggers(b)
Total
(a) Mr Perring was appointed 1 August 2018.
(b) Mr Eggers resigned 1 August 2018.
Short Term
30 June 2017
Base
Directors
Consulting
Salary
Fees
Fees
Options
Share
Based
Post
Total
Option
Performance
employment
Related
Related
Payments
Superannuation
$
%
%
Director
Mr. A Eggers
Mr M Cardaci
Mr. J Seton
Executives
Mr S
Middlemas(a)
$
-
$
210,000
$
-
-
-
17,500
17,500
-
-
-
11,760
-
Total
11,760
35,000
210,000
(a) Mr Middlemas resigned on 28 September 2016.
$
-
-
-
-
-
$
-
-
-
210,000
17,500
17,500
-
11,760
-
256,760
-
-
-
-
-
-
-
-
-
-
4. Share Based Remuneration
The terms and conditions of each grant of options affecting remuneration in the previous, this or future reporting periods
are as follows:
Grant date
Grant
Expiry date /
Value per
Value of
Exercise
No. Vested No. Expired
number
last exercise
options at
options at
price
date
grant date
grant date
Director
Mr A Eggers(a)
Mr M Cardaci
28/11/2014
9,000,000
28/11/2019
28/11/2014
2,000,000
28/11/2019
Mr. J Seton
28/11/2014
2,000,000
28/11/2019
$0.013
$0.013
$0.013
$117,000
$26,000
$26,000
$0.10
$0.10
$0.10
9,000,000
2,000,000
2,000,000
Total
13,000,000
(a) Mr Eggers resigned 1 August 2018.
13,000,000
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-
-
-
-
Directors Report
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
consideration and the exercise prices will be such price as determined by the board, at its absolute discretion, on or before
the date of issue.
There were no alterations to the terms and conditions of options granted as remuneration since their grant date.
Options granted as part of remuneration have been valued using the Black-Scholes option pricing model, which takes
account of factors such as the option exercise price, the current level and volatility of the underlying share price and the
expected time to maturity of the option. Options granted under the plan carry no dividend or voting rights.
During the year there were no options provided as remuneration to Directors or other Key Management Personnel of the
Company. When exercisable, each option is convertible into one ordinary share of Manhattan.
5. Additional disclosures relating to options and shares
Share holdings of Key Management Personnel^
The number of shares in the company held during the period and up to the date of this report by each director and
executive of Manhattan Corporation Limited, including their personally related parties, is set out below. There were no
shares granted during the reporting period as compensation.
30 June 2018
Opening Balance Number granted
Share Purchases
Share Sales or
Closing Balance
as compensation
Other changes
Directors
Mr. R Perring(a)
Mr. M Cardaci
Mr. J Seton
Mr. A Eggers(b)
-
3,567,241
24,002,976
33,420,947
Total
60,991,164
-
-
-
-
-
-
-
-
-
-
15,000,000
-
3,022,161
(33,420,947)
15,000,000
3,567,241
27,025,137
-
(15,398,786)
45,592,378
^ Includes shares held directly, indirectly and beneficially by Key Management Personnel.
(a) Mr Perring was appointed 1 August 2018.
(b) Mr Eggers resigned 1 August 2018.
30 June 2017
Opening Balance Number granted
Share Purchases
Share Sales or
Closing Balance
as compensation
Other changes
Directors
Mr. M Cardaci
Mr. J Seton
Mr. A Eggers
Executives
Mr. S Middlemas(a)
3,415,726
24,002,976
33,057,311
1,450,726
Total
65,782,484
(a)Mr Middlemas resigned 28 September 2016.
-
-
-
-
-
151,515
151,515
363,636
-
(4,007,260)
-
3,567,241
24,002,976
33,420,947
-
(1,450,726)
-
666,666
(5,457,986)
60,991,164
Option holdings of Key Management Personnel^
The numbers of options over ordinary shares in the company held during the period by each director of Manhattan
Corporation Limited and specified executive of the group, including their personally related parties, are set out below:
Manhattan Corporation Limited
14
Annual Report to Shareholders
Directors Report
Vested options
30 June 2018
Mr. R Perring(a)
Mr. M Cardaci
Mr. J Seton
Mr. A Eggers(b)
Opening
Balance
-
2,000,000
2,000,000
9,000,000
Total
13,000,000
Number
Number
Other changes Closing Balance Exercisable
Non-
granted as
Exercised
compensation
exercisable
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,000,000 2,000,000
2,000,000 2,000,000
(9,000,000)
-
-
(9,000,000)
4,000,000 4,000,000
-
-
-
-
-
^ Includes shares held directly, indirectly and beneficially by Key Management Personnel.
(a) Mr Perring was appointed 1 August 2018.
(b) Mr Eggers resigned 1 August 2018.
30 June 2017
Mr. R Perring(a)
Mr. M Cardaci
Mr. J Seton
Mr. A Eggers(b)
Executives
Mr. S Middlemas(a)
Opening
Balance
-
2,000,000
2,000,000
9,000,000
2,000,000
Total
15,000,000
(a)Mr Middlemas resigned 28 September 2016.
Number
Number
Other changes Closing Balance Exercisable
Non-
granted as
Exercised
compensation
exercisable
Vested options
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,000,000
2,000,000
2,000,000
2,000,000
9,000,000
9,000,000
(2,000,000)
-
-
(2,000,000)
13,000,000
13,000,000
-
-
-
-
-
-
There were no other forfeitures during year ended 30 June 2018 or year ended 30 June 2017.
All equity transactions with key management personnel other than arising from the exercise of remuneration options have
been entered into under terms and conditions no more favourable than those the Group would have adopted if dealing
at arm’s length.
6. Service Agreements
Executive Director
The Executive Chairman, Mr Alan Eggers, was paid an annual consulting fee on a monthly basis. Mr Eggers was originally
paid consulting fees of $360,000 per annum that was reduced to $210,000 per annum during the year ended 30 June
2017 to conserve the Company’s cash reserves. This amount is included in Note 17(d) “Related Party Transactions”.
Non-Executive Directors
The Non-Executive Directors on appointment, enter into a service agreement with the Company in the form of a letter
appointment ad are paid an annual fee on a monthly basis. The letter summarises the Board policies and terms, including
compensation, relevant to the office of Non-Executive Director.
The Non-Executive Directors are also entitled to fees for other amounts as the board determines where he performs
special duties or otherwise performs extra services or make special exertions on behalf of the Company. These fees are
included as short-term consulting fees as outlined in the tables included in the Remuneration Report.
Manhattan Corporation Limited
15
Annual Report to Shareholders
Directors Report
In determining whether a Non-Executive Director should perform any additional services on behalf of the company, the
board takes into consideration factors such as the cash flow impact of employing an independent contractor, the relevant
experience and technical expertise required in performing any services and relevant additional credentials required to
perform a particular task.
The aggregate fee remuneration for Non-Executive Directors has been set at an amount not to exceed $200,000 per
annum. This amount may only be increased with the approval of Shareholders at a general meeting.
Other transactions with Key Management Personnel and their related parties
Wesmin Corporate Pty Ltd, a company of which Mr Eggers is a director, provided his services as Executive Chairman,
personnel, office premises and administration staff to a value of $210,000 (2017: $210,000) to Manhattan during the
year. This amount is included in Note 17(d) “Related Party Transactions” and are not in addition to the fees included in
the remuneration table within this remuneration report. $37,583 (2017: $Nil) was outstanding at period end.
Jura Trust Limited (a company of which Mr Seton is a director), as trustee of the Jura Trust, charged the Group director’s
fees for the twelve months totalling $16,667 (2017: $17,500). This amount is included in Note 17(d) “Related Party
Transactions” and is not in addition to the fees included in the remuneration table within this remuneration report.
$16,667 (2017: $Nil) was outstanding at period end.
These transactions have been entered into on normal commercial terms.
End of Remuneration Report (Audited)
Signed on behalf of the board in accordance with a resolution of the Directors.
Marcello Cardaci
Non-Executive Chairman
17 September 2018
Manhattan Corporation Limited
16
Annual Report to Shareholders
Directors Report
Governance Arrangements and Internal Controls
A summary of the governance and controls applicable to the Company’s Mineral Resource process is as follows:
-
-
-
-
-
Review and validation of drilling and sampling methodology and data spacing, geological logging, data
collection and storage, sampling and analytical quality control;
Review of known and interpreted geological structure, lithology and weathering controls;
Review of estimation methodology relevant to the mineralisation style;
Visual validation of block model against raw data; and
Internal peer review by senior company personnel.
Ponton Mineral Resources June 2018
PROJECT
JORC
Category
Cut Off Grade
U3O8 (ppm)
100
DOUBLE 8
Inferred
STALLION
Inferred
HIGHWAY
Inferred
SHELF
Inferred
150
200
250
100
150
200
100
150
200
100
150
200
Million Tonnes
110
51
26
14
9.9
3.6
1.3
5.7
2.4
1.0
5.9
1.4
0.3
Grade U3O8
(ppm)
170
Million Pounds
U3O8 (Mlb)
42.0
240
300
360
151
200
253
150
196
234
137
187
270
26.0
17.2
11.0
3.3
1.6
0.7
1.9
1.0
0.7
1.8
0.6
0.2
There has been no change to the Mineral Resource Estimates from 30 June 2017 Annual Report up to the date of this
report.
COMPETENT PERSON STATEMENTS
The information in this Report that relates to reported Exploration Results or Mineral Resources for the Ponton Project 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 was the executive director of Manhattan
Corporation Limited until his resignation on 1 August 2018. 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. For full details of Exploration Result. and Mineral Resources refer to the ASX announcements by Manhattan
Corporation Limited dated 7 February 2014 and 23 January 2017. Manhattan Corporation Limited is not aware of any
new information or data that materially effects the information in these announcements.
The information in this Report that relates to Exploration Results for the Joshua Project is based on information review by
Mr Robert Perring who is a Non-Executive Director of Manhattan Corporation Limited and Member of the Australian
Institute of Geoscientists. Mr R Perring has sufficient experience which is relevant to this style of mineralisation and type
of deposit under consideration and to the overseeing activities which he is undertaking to qualify as a Competent Person
as defined in the 2004 and 2012 Editions of the “Australasian Code for Reporting of Exploration Results, Minerals Resources
and Ore Reserves’. Mr R Perring consents to the inclusion in the report of the matters based on his information in the form
and context in which it appears. For full details of exploration results refer to the ASX announcements by Helix Resources
Ltd dated 10 August 2011, 28 March 2012, 8 June 2012, 17 December 2015 and 6 February 2016, and to the ASX
announcement by Helix Resources Ltd dated 8 June 2018. Helix Resources Ltd and Manhattan Corporation Limited are not
aware of any new information or data that materially effects the information in these announcements.
Manhattan Corporation Limited
17
Annual Report to Shareholders
Consolidated Statement of Comprehensive Income
Notes
Consolidated
30 June 2018
$
30 June 2017
$
Revenue from continuing operations
Interest income
Expenses
Public company costs
Consulting fees
Legal fees
R&D consultants fees
Employee benefits
Impairment of exploration expenditure
Finance costs
Other expenses
Loss before income tax
Income tax expense
Net loss for the period
Other Comprehensive loss
Items that may be reclassified subsequently to
profit and loss
Income tax benefit
Other comprehensive loss for the period
7
9
274
274
2,536
2,536
40,202
219,988
205,896
-
10,500
3,091,677
-
29,951
3,597,940
45,096
36,560
-
12,600
63,000
2,546,570
391
101,945
2,806,162
-
3,975
3,597,940
2,799,651
-
-
-
-
Total comprehensive loss for the period
3,597,940
2,799,651
Loss per share attributable to owners of
Manhattan Corporation Limited
Basic and diluted loss per share (cents per share)
8
2.54
0.02
Manhattan Corporation Limited
18
Annual Report to Shareholders
Consolidated Statement of Financial Position
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Notes
11
12
Consolidated
30 June 2018
$
30 June 2017
$
40,799
10,297
187,493
10,880
51,096
198,373
Deferred exploration and evaluation expenditure 13
278,000
3,000,000
TOTAL NON-CURRENT ASSETS
278,000
3,000,000
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
329,096
3,198,373
14
671,796
77,107
TOTAL CURRENT LIABILITIES
671,796
77,107
TOTAL LIABILITIES
671,796
77,107
NET (DEFICIENCY) / ASSETS
(342,700)
3,121,266
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
15
16
17,763,416
4,857,328
17,629,441
4,857,328
(22,963,444)
(19,365,503)
(342,700)
3,121,266
Manhattan Corporation Limited
19
Annual Report to Shareholders
Consolidated Statement of Cash Flows
Notes
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Proceeds from R&D refund
Interest received
Consolidated
30 June 2018
$
30 June 2017
$
(63,955)
122,399
274
(233,740)
100,328
4,178
NET CASH USED IN OPERATING ACTIVITIES
58,718
(129,234)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for costs associated with proposed
TTR merger
Expenditure on exploration
(125,312)
(214,075)
-
(404,767)
NET CASH USED IN INVESTING ACTIVITIES
(339,387)
(404,767)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Share issue costs
133,975
-
140,000
-
NET CASH FROM FINANCING ACTIVITIES
133,975
140,000
Net (decrease) / increase in cash held
Cash and cash equivalents at beginning of period
(146,694)
187,493
(394,001)
582,494
CASH AND CASH EQUIVALENTS AT END OF THE
PERIOD
11
40,799
187,493
Manhattan Corporation Limited
20
Annual Report to Shareholders
Consolidated Statement of Changes in Equity
At 1 July 2017
Loss for the period
Other comprehensive loss
Total comprehensive loss
Issued capital
$
Accumulated
losses
$
Share based
payment
reserves
$
17,629,441
(19,365,503)
4,857,328
-
-
-
(3,597,940)
-
(3,597,940)
Transactions with owners in their capacity as owners
Issue of share capital
133,975
-
At 30 June 2018
17,763,416
(22,963,444)
4,857,328
At 1 July 2016
Loss for the year
Other comprehensive loss
Total comprehensive loss
17,489,441
(16,565,852)
4,857,328
-
-
-
(2,799,651)
-
(2,799,651)
-
-
-
-
-
-
-
Total
$
3,121,266
(3,597,940)
-
(3,597,940)
133,975
(342,700)
5,780,917
(2,799,651)
-
(2,799,651
Transactions with owners in their capacity as owners
Issue of share capital
At 30 June 2017
140,000
17,629,441
-
(19,365,503)
-
4,857,328
140,000
3,121,266
Manhattan Corporation Limited
Annual Report to Shareholders
21
NOTES TO THE FINANCIAL STATEMENTS
________________________________________________________________________________
FOR THE YEAR ENDING 30 JUNE 2018
1.
CORPORATE INFORMATION
The financial report of Manhattan Corporation Limited (“Manhattan Corporation” or “the Company”) and its
controlled entities (“the Group”) for the year ended 30 June 2018 was authorised for issue in accordance with a
resolution of the Directors on 14 September 2018.
Manhattan Corporation Limited is a for profit company limited by shares incorporated in Australia whose shares
are publicly traded on the Australian Securities Exchange.
The nature of the operations and the principal activities of the Group are described in the Directors’ Report.
2. 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 14 September 2018. 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 $3,597,940 (2017: $2,799,651) and a net cash inflow from
operating activities of $58,718 (2017: outflow: $129,234).
At 30 June 2018 the Group had cash assets of $40,799 (2017: $187,493) and working capital deficiency of
$620,700 (2017: working capital $121,266).
Manhattan Corporation Limited
22
Annual Report to Shareholders
The Company has raised $2,900,000 subsequent to 30 June 2018 see Note 19 ‘Subsequent Events at End of
Financial Year’. 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 2018 and the results of the subsidiary for the year
then ended.
Subsidiaries are all those entities (including special purpose entities) over which the Group has the power
to govern the financial and operating policies, so as to obtain benefits from its activities, generally
accompanying a shareholding of more than one-half of the voting rights. The existence and effect of
potential voting rights that are currently exercisable or convertible are considered when assessing whether
the Group controls another entity.
The Financial Statements of the subsidiaries are prepared for the same reporting period as the Parent Entity,
using consistent accounting policies. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
Intercompany transactions and balances, income and expenses and profits and losses between Group
companies, are eliminated.
Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group's
equity therein. Minority interests consist of the amount of those interests at the date of the original
business combination and the minority's share of changes in equity since the date of the combination.
Losses applicable to the minority in excess of the minority's interest in the subsidiary's equity are allocated
against the interests of the Group except to the extent that the minority has a binding obligation and is able
to make an additional investment to cover the losses.
Investments in subsidiaries are accounted for at cost in the Statement of Financial Position of the Company.
(c)
Segment Reporting
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.
Manhattan Corporation Limited
23
Annual Report to Shareholders
Deferred income tax is provided in full, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements.
However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that at the time of the transaction affects neither
accounting, nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that
have been enacted or substantially enacted by the year ending 30 June and are expected to apply when the
related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying
amount and tax bases of investments in controlled entities where the parent entity is able to control the
timing of the reversal of the temporary differences and it is probable that the differences will not reverse
in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax
assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and
deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in
equity.
(f)
Impairment of Assets
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other assets or
company of assets (cash generating units). Non financial assets other than goodwill that suffered
impairment are reviewed for possible reversal of the impairment at each reporting date.
(g)
Acquisition of Assets
Assets including exploration interests acquired are initially recorded at their cost of acquisition on the date
of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable
to the acquisition.
When equity instruments are issued as consideration, their market price at the end of acquisition is used as
fair value, except where the notional price at which they could be placed in the market is a better indication
of fair value.
(h)
Cash and Cash Equivalents
For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits
held at call with financial institutions, other short term, highly liquid investments with original maturities of
three months or less that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value, and bank overdrafts.
(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.
Manhattan Corporation Limited
24
Annual Report to Shareholders
When production commences, the accumulated costs for the relevant area of interest are amortised over
the life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to
carry forward costs in relation to that area of interest.
(j)
Trade and Other Payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of
Financial Year which are unpaid. The amounts are unsecured and are usually paid within 30 days of
recognition.
(k)
Contributed Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly
attributable to the issue of new shares or options for the acquisition of a business are not included in the
cost of the acquisition as part of the purchase consideration.
(l)
Investments and Other Financial Assets
Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are
classified as either financial assets at fair value through profit or loss, loan and receivables, or available for
sale investments, as appropriate. When financial assets are recognised initially they are measured at fair
value, plus, in the case of investments not at fair value through profit or loss, directly attributable
transaction costs. The Group determines the classification of its financial assets after initial recognition and,
when allowed and appropriate, re-evaluates this designation at each financial year end.
Financial Assets at Fair Value Through Profit or Loss
This category has two sub-categories: financial assets held for trading, and those designated at fair value
through profit or loss on initial recognition. A financial asset is classified in this category if acquired
principally for the purpose of selling in the short term or if so designated by management. The policy of
management is to designate a financial asset at fair value through profit or loss if there exists the possibility
it will be sold in the short term and the asset is subject to frequent changes in value. Derivatives are also
categorised as held for trading unless they are designated as hedges. Assets in this category are classified
as current assets if they are either held for trading or are expected to be realised within twelve months of
the year ending 30 June.
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
Manhattan Corporation Limited
25
Annual Report to Shareholders
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)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred
is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition
of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount
of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables
in the year ending 30 June.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or
financing activities which are recoverable from, or payable to the taxation authority, are presented as
operating cash flow.
(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.
Manhattan Corporation Limited
26
Annual Report to Shareholders
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 2018 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.
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
Manhattan Corporation Limited
27
Annual Report to Shareholders
compared with the requirements of AASB 139.
The main changes are described below.
(a)
(b)
(c)
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.
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.
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 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)
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Manhattan Corporation Limited
28
Annual Report to Shareholders
d)
e)
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.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that may have a financial impact on the entity and that are believed to be
reasonable under the circumstances.
Key Estimates: Impairment of Exploration and Exploration Expenditure
The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may
lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is
determined by Value in use calculations performed in assessing recoverable amounts and incorporate a number
of key estimates. The Group has made an impairment charge for the year which has been recognised in the Income
Statement.
Manhattan Corporation Limited
29
Annual Report to Shareholders
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.
4. SEGMENT INFORMATION
The Group operates in one segment, being mineral resource exploration and assessment of mineral projects in
Chile.
5. 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 $50,648 (2017: $198,373).
The following financial assets of the Group are neither past due or impaired:
Manhattan Corporation Limited
30
Annual Report to Shareholders
Cash and cash equivalents
Trade and other receivables
(c)
Liquidity Risk
30 June
2018
$
40,799
10,297
30 June
2017
$
187,493
10,880
50,648
198,373
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 $671,796 (2017: $77,107). 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.
6.
INVESTMENT IN SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 1 (b).
Name of Entity
Country of
Incorporation
Manhattan Resources Pty Ltd
Australia
7. OTHER EXPENSES
Equity Holding as
at
30 June 2018
100%
2008
Equity Holding as
at 30 June 2017
100%
2008
(a)
Expenses, Excluding Finance Costs, Included in the Income Statement
Expenses
General and administration
Rent
Other expenses
8. LOSS PER SHARE
Loss used in calculating basic and dilutive EPS
Weighted average number of ordinary shares
used in calculating basic loss per share:
Manhattan Corporation Limited
31
30 June
2018
$
28,480
-
1,471
29,951
30 June
2017
$
97,472
4,473
-
101,945
3,597,940
2,799,651
Number of Shares
141,836,227
136,320,208
Annual Report to Shareholders
There is no impact from 16,000,000 options outstanding at 30 June 2018 (2017: 16,000,000 options) on the loss
per share calculation because they are anti-dilutive. These options could potentially dilute basic EPS in the future.
On 1 August 2018, 580,000,000 ordinary shares and 100,000,000 share options were issued that would have
significantly changed or potentially changed the number of ordinary shares at the end of the period if those
transactions had have occurred before the end of the reporting period.
9.
INCOME TAX EXPENSE
(a) Income tax expense
Major component of tax expense for the period:
Current tax
Deferred tax
Under (Over) provided in prior years
(b) Numerical reconciliation between aggregate tax expense
recognised in the statement of comprehensive income and tax
expense calculated per the statutory income tax rate.
A reconciliation between tax expense and the product of
accounting loss before income tax multiplied by the Group’s
applicable tax rate is as follows:
Loss from continuing operations before income tax
expense
Tax at the group rate of 27.5%
Income tax benefit not brought to account
Income tax expense
(c) Deferred tax
The following deferred tax balances have not
been brought to account:
Liabilities
Capitalised
exploration
and
evaluation
expenditure
Offset by deferred tax assets
Deferred tax liability recognised
Losses available to offset against future taxable
income
Share issue costs deductible over five years
Accrued expenses
Deferred tax assets offset against deferred tax
liabilities
30 June
2018
$
-
-
-
-
Consolidated
30 June
2017
$
-
-
(3,975)
(3,975)
3,597,940
989,434
(989,434)
-
2,799,651
769,904
(773,879)
(3,975)
Consolidated
30 June
2018
$
30 June
2017
$
83,400
(83,400)
-
6,222,358
3,275
192,052
900,000
(900,000)
-
4,405,371
3,275
4,500
(83,400)
(900,000)
Manhattan Corporation Limited
32
Annual Report to Shareholders
Deferred tax assets not brought to account as
realisation is not regarded as probable
Deferred tax asset recognised
(d) Unused tax losses
Unused tax losses
Potential tax benefit not recognised at 27.5%
(6,110,432)
(3,513,146)
-
-
22,219,752
6,110,432
17,443,933
3,513,146
The benefit for tax losses will only be obtained if:
(i)
the Group derives future assessable income in Australia of a nature and of an amount sufficient to enable the
benefit from the deductions for the losses to be realised, and
(ii)
the Group continues to comply with the conditions for deductibility imposed by tax legislation in Australia and
(iii) no changes in tax legislation in Australia, adversely affect the Group in realising the benefit from the deductions
for the losses.
10. DIVIDENDS PAID OR PROPOSED
There were no dividends paid or proposed during the year.
11. CASH AND CASH EQUIVALENTS
Reconciliation of Cash and Cash Equivalents
Cash comprises of:
Cash at bank
40,799
187,493
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Short-term deposits are made for varying periods of between one day and three months, depending on the immediate
cash requirements of the Group, and earn interest at the respective short-term deposit rates.
Reconciliation of operating loss after tax to the
cash flows from operations
Loss from ordinary activities after tax
Non-cash items
Exploration expenditure written off
Change in assets and liabilities
Decrease / (increase) in trade and other receivables
(Decrease) / increase in trade and other payables
Net cash outflow used in operating activities
Consolidated
30 June
2018
$
30 June
2017
$
(3,597,940)
(2,799,651)
3,091,676
2,546,570
583
564,399
97,995
25,852
58,718
(129,234)
Cash at bank and in hand earns interest at floating interest rates based on the daily bank rates.
12. TRADE AND OTHER RECEIVABLES (CURRENT)
GST receivable
Other
Manhattan Corporation Limited
33
10,097
200
10,297
10,680
200
10,880
Annual Report to Shareholders
Other debtors and goods and services tax are non-interest bearing and generally receivable on 30 day terms. They
are neither past due nor impaired. The amount is fully collectible. Due to the short-term nature of these receivables,
their carrying value is assumed to approximate their fair value.
(a)
Fair Values and Credit Risk
Due to the short-term nature of these receivables the carrying values represent their respective fair values
at 30 June 2018.
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of
receivables mentioned above. Refer to Note 5 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.
13. EXPLORATION AND EVALUATION EXPENDITURE
At beginning of the period
Exploration expenditure during the period
Impairment loss
Total exploration and evaluation
3,000,000
5,122,934
369,676
423,636
(3,091,676)
(2,546,570)
278,000
3,000,000
The ultimate recoupment of costs carried forward for exploration expenditure is dependent on the successful
development and commercial exploitation or sale of the respective mining areas. The impairment loss relates to the
withdrawal from tenements held in Australia that the Group has made a decision not to continue exploration and
wrote down the carrying value to nil.
14. TRADE AND OTHER PAYABLES (CURRENT)
Trade creditors
Other creditors
Consolidated
30 June
2018
$
31,622
640,174
671,796
30 June
2017
$
19,250
57,857
77,107
Trade payables and other creditors are non-interest bearing and will be settled on 30 to 60 day terms. Due to the
short-term nature of these payables, their carrying value is assumed to approximate their fair value.
15. ISSUED CAPITAL
(a)
Issued capital
Ordinary shares fully paid
17,763,416
17,629,441
Manhattan Corporation Limited
34
Annual Report to Shareholders
(b) Movements in shares on issue
At beginning of the period
140,278,693
17,629,441
136,036,273
17,489,441
30 June 2018
30 June 2017
Number of
$
Number of
$
shares
shares
Issue for cash
less fundraising costs
At 30 June
(c) Ordinary shares
21,000,000
133,975
4,242,420
140,000
-
-
-
-
161,278,693
17,763,416
140,278,693
17,629,441
The Group does not have authorised capital nor par value in respect of its issued capital. Ordinary shares have the
right to receive dividends as declared and, in the event of a winding up of the Group, to participate in the proceeds
from sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares
entitle their holder to one vote, either in person or proxy, at a meeting of the Group.
(d) Capital risk management
The Group’s capital comprises share capital, reserves less accumulated losses amounting to ($342,700) at 30 June
2018 (2017: $3,121,266). The Group manages its capital to ensure its ability to continue as a going concern and to
optimise returns to its shareholders. The Group was ungeared at period end and not subject to any externally
imposed capital requirements. Refer to note 5 for further information on the Group’s financial risk management
policies.
Share options
(e)
At 30 June 2018, there were 16,000,000 unissued ordinary shares under options (30 June 2017: 16,000,000 options).
The details of the options are as follows:
Number
13,000,000
3,000,000
16,000,000
Exercise Price $
0.10
Expiry Date
28 November 2019
0.001
15 April 2019
No option holder has any right under the options to participate in any other share issue of the Group or any other
entity.
No options were issued during the year.
Information relating to the Manhattan Corporation Employee Share Option Plan, including details of options issued
under the plan, is set out in note 21.
16. RESERVES
Consolidated
30 June
2018
$
30 June
2017
$
Share based payment reserve
4,857,328
4,857,328
Manhattan Corporation Limited
35
Annual Report to Shareholders
Movements in Reserves
Share based payment reserve
At beginning of the period
Share based payment expense
At end of period
4,857,328
4,857,328
-
-
4,857,328
4,857,328
The share based payment reserve is used to record the value of equity benefits provided to directors, executives
and employees as part of their remuneration and non-employees for their services. Refer to note 25 for further
details of the options issued during the period.
17. RELATED PARTY TRANSACTIONS
(a)
Details of key management personnel
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)
Remuneration of Key Management Personnel
Short term employee benefits
Share based payments
Total remuneration
(c)
Loans to Key Management Personnel
Consolidated
30 June
2018
$
30 June
2017
$
243,334
-
256,760
-
243,334
256,760
There were no loans made or outstanding to Directors of Manhattan and Key Management Personnel of
the Company, including their personally related parties.
(d)
Other Transactions with Key Management Personnel
(i)
Alan J Eggers
Alan Eggers is a director of Wesmin Corporate Pty Ltd. Wesmin has provided his services as Executive
Chairman, personnel, office premises and administration staff to a value of $210,000 (2017:
$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 $60,459 (2017: $Nil) to Manhattan during the year on normal commercial
terms.
18. NON-CASH INVESTING AND FINANCING ACTIVITIES
There were no non-cash investing or financing activities during the year ended 30 June 2018.
Manhattan Corporation Limited
36
Annual Report to Shareholders
19. SUBSEQUENT EVENTS AFTER END OF FINANCIAL YEAR
On 1 August 2018 580,000,000 shares were issued at $0.005 cents per share to raise $2,900,000.
20. AUDITOR’S REMUNERATION
The auditor of Manhattan Corporation Limited is Rothsay Auditing
Amounts received or due and receivable by Rothsay Auditing for:
- an audit or review of the financial report of the
entity and any other entity in the Consolidated group
25,000
24,500
- tax advice in relation to the entity and any other
entity in the consolidated group
-
25,000
1,000
25,500
21. SHARE BASED PAYMENTS
(a)
Options
The following share-based payment arrangements to Directors and employees existed at 30 June 2018.
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 1
July 2017
Number
Granted Exercised
Number Number
Expired /
Forfeited
Number
Balance at
30 June
2018
Number
28 November 2014 28 November 2019
$0.10 13,000,000
4 April 2016
15 April 2019
$0.001
3,000,000
Weighted remaining contractual life
(years)
Weighted average exercise price
16,000,000
2.3
$0.10
-
-
-
-
-
-
-
-
-
-
- 13,000,000
-
3,000,000
- 16,000,000
-
-
1.3
$0.10
(b)
Expenses Arising from Share Based Payment Transactions
There were no share-based transactions during the year.
22. PARENT ENTITY INFORMATION
The following information related to the parent entity, Manhattan Corporation Limited, at 30 June 2018. The
information presented here has been prepared using consistent accounting policies as presented in Note 2. 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.
30 June
2018
$
30 June
2017
$
Manhattan Corporation Limited
37
Annual Report to Shareholders
Current assets
Non-current assets
Total Assets
Current liabilities
Non-current liabilities
Total Liabilities
Net Assets
Issued capital
Share based payment reserve
Accumulated losses
Total Equity
Loss for the period
Other comprehensive income for the period
50,648
191,972
6,263,497
10,396,843
6,314,145
10,588,815
671,796
77,107
5,985,048
5,979,548
6,656,844
6,056,655
(342,700)
4,532,160
17,763,416
17,629,441
4,857,328
4,857,328
(22,963,444)
(17,954,609)
(342,700)
4,532,160
30 June
2018
$
30 June
2017
$
(5,008,835)
(2,617,613)
-
-
Total comprehensive loss for the period
(5,008,835)
(2,617,613)
23. COMMITMENTS
(a)
Exploration Expenditure
Annual tenement rental obligations
Annual exploration expenditure commitments
Current commitment under Joshua Agreement
(b)
Capital or Leasing Commitments
There are no capital or leasing commitments as at 30 June 2018.
24. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
-
-
722,000
722,000
20,322
182,000
-
202,322
The Directors are of the opinion that there are no contingent liabilities or contingent assets as at 30 June 2018.
25. INTERESTS IN JOINT VENTURES
Manhattan currently has no Joint Venture interests.
Manhattan Corporation Limited
38
Annual Report to Shareholders
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 18 to 38 are in accordance with the Corporations Act 2001, and:
(i)
(ii)
comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
give a true and fair view of the financial position of Manhattan as at 30 June 2018 and of its performance
for the Financial Year ended on that date;
In the Directors’ opinion, there are reasonable grounds to believe that Manhattan will be able to pay its debts as
and when they become due and payable;
The remuneration disclosures included in the Directors’ Report (as part of the Audited Remuneration Report), for
the year ended 30 June 2018, comply with section 300A of the Corporations Act 2001;
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
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 2018.
(b)
(b)
(c)
(d)
This declaration is made in accordance with a resolution of the Board of Directors and is signed on behalf of the Directors
by:
Marcello Cardaci
Non-Executive Chairman
17 September 2018
Manhattan Corporation Limited
39
Annual Report to Shareholders
ASX Additional Information
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as
follows. The information is current at 21 August 2018.
Substantial Share Holders
The names of shareholders who have notified the Company in accordance with Section 671B of the Corporations Act 2001
are:
Shareholder Name
ARALAD MANAGEMENT PTY LTD
No. of
Ordinary
Shares
Percentage
%
43,000,000
5.80
Distribution of Share Holders
1
- 1,000
1,001 - 5,000
5,001 - 10,000
10,001 -100,000
100,001 and over
TOTAL
Ordinary Shares
Number of Holders
63
130
87
214
242
736
Number of Shares
32,980
381,277
747,982
8,761186
731,355,268
741,278,693
There were 377 holders of ordinary shares holding less than a marketable parcel.
Top Twenty Share Holders
Rank Name
1.
ARALAD MANAGEMENT PTY LTD
2.
3.
MR JASON BONTEMPO + MRS TIZIANA
BATTISTA
BLU BONE PTY LTD
4.
KOBIA HOLDINGS PTY LTD
5.
6.
7.
8.
9.
10.
11.
MINVEST SECURITIES (NEW ZEALAND)
LIMITED
JET CAPITAL PTY LTD
KERO INVESTMENTS PTY LTD
PTY
LTD
INVESTMENTS
JAEGER
KINGSLANE PTY LTD
MERRIWEE PTY LTD
FERNLAND HOLDINGS PTY LTD
PORTFOLIO
PO
Address
C/-
SERVICE,
BOX
SUBIACO WA, 6008
61 EVANDALE STREET,
FLOREAT WA, 6014
ADMIN
8271,
BOX
WEST
D150,
PORTFOLIO
505, WEMBLEY
ADMIN
C/-
SERVICE, GPO BOX D150,
PERTH WA, 6840
C/- ACCOLADE SERVICES,
GPO
PERTH
BOX
WA, 6840
BOX
PO
1038,
PERTH WA, 6872
PO
WA, 6913
HALLIN
1C
ARDROSS WA, 6153
PO BOX 288, WEST PERTH
WA, 6872
PO
WA, 6904
C/- IPS, PO BOX R226,
ROYAL EXCHANGE NSW,
1225
C/- TERRA CAPITAL, LEVEL
139 MACQUARIE
12,
STREET, SYDNEY NSW,
2000
SUBIACO
COURT,
1311,
BOX
Units
43,000,000
% of Units
5.80
30,000,000
4.05
25,000,000
3.37
25,000,000
3.37
24,002,976
22,000,000
20,300,000
20,000,000
20,000,000
20,000,000
3.24
2.97
2.74
2.70
2.70
2.70
17,240,736
2.33
Manhattan Corporation Limited
45
Annual Report to Shareholders
12.
13.
14.
TETRAMIN
LTD
SUPERANNUATION A/C>
PTY
MR JAHNN STATI
LTD
MR
MARK
MARGARET
PATRICIA
BUSHWOOD NOMINEES PTY LTD
BAHEN
JOHN
TRUSTEES
+
MRS
BAHEN
J & J BANDY NOMINEES PTY LTD
20,
BOX
STREET,
LATHAM
BENTLEY
STONE
PERTH
12
SOUTH
UNIT
STREET,
WA, 6151
8A
ALFRED COVE WA, 6154
PO
159,
WA, 6982
61 EVANDALE STREET,
FLOREAT WA, 6014
PO BOX 78376, GREY
LYNN, AUCKLAND 1245,
NEW ZEALAND
GPO BOX 546, ADELAIDE
SA, 5001
ADMIN
C/-
SERVICE, GPO BOX D150,
PERTH WA, 6840
4
UNIT
AVENUE,
WA, 6005
2
UNIT
COURT,
6018
MELLERSH
WA,
VENTNOR
PERTH
7
GWELUP
11
WEST
PORTFOLIO
15,000,000
2.02
14,000,000
14,000,000
12,725,000
10,891,565
10,000,000
10,000,000
1.89
1.89
1.72
1.47
1.35
1.35
10,000,000
1.35
10,000,000
1.35
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (TOTAL)
Total Remaining Holders Balance
373,160,277
368,118,416
50.34
49.66
Restricted Securities
There are no restricted securities.
On-Market Buy Back
There is no current on-market buy back.
Voting Rights
All ordinary shares carry one vote per share without restriction.
Interests in Tenements Held
Project
Tenement Number Tenure Title
Interest
AREA
Status of Tenure
Ponton
E28/1523
E28/1898
E28/2454
Holder
MHC
MHC
MHC
%
100
100
100
(ha)
20 sub blocks
34 sub blocks
121 sub blocks
Relinquished November 2017
22 Sub blocks surrendered
Manhattan Corporation Limited
46
Annual Report to Shareholders