Manhattan Corporation Limited
Annual Report 2019

Plain-text annual report

ABN 61 123 156 089 Annual Report 30 June 2019 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 1 2 19 20 21 22 23 38 39 40 44 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 Auditing 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 Codes: MHC and MHCO Manhattan Corporation Limited 1 2019 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 2019. 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 Alta Zinc Limited (formerly Energia Minerals Limited) (appointed 7 October 2014) and is a former director of Cyprium Metals Ltd (resigned 10 July 2019). 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 of 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 was appointed as Director and Independent Chairman of ASX listed company, Tomizone Limited on 17 December 2018. Mr Seton has not held any other listed directorships over the past three years. Manhattan Corporation Limited 2 2019 Annual Report to Shareholders Directors Report Mr Alan J Eggers B.Sc, 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 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. 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 Options over Ordinary Shares exercisable at 10 cents each Options over Ordinary Shares exercisable at 1 cent each 15,000,000 3,567,241 27,025, 137 - 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 2019 was $1,441,011 (30 June 2018: $3,597,940). 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. 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 2019 (30 June 2018: Nil). Manhattan Corporation Limited 3 2019 Annual Report to Shareholders Directors Report REVIEW OF OPERATIONS Placement and Option Agreement ▪ Manhattan Corporation Limited (“Manhattan” or the “Company”) completed an AUD$3m Placement (“Placement”) (ASX Announcement 1 August 2018) that was approved by Shareholders at the Company’s Annual General Meeting held 25 July 2018. ▪ The Placement met the final pre-condition of an Option Agreement with Helix Resources Limited for Manhattan to earn up to an 80% interest in the Joshua Porphyry Copper Project in Chile. ▪ Diamond drilling commenced on 6 September 2018, five weeks after completing the Placement. ▪ Funds raised allowed for Stage 1 expenditure (AUD$1m) of approximately 3000m of diamond drilling to test an number of zones within the large (6.5km by 2km) Joshua Porphyry Copper System. ▪ The diamond drilling (5 hole for 2,965m) commenced on the 7 September and was completed during September to December 2018 on-time and on-budget (AUD$1m). ▪ During the June 2019 quarter (ASX Announcement 26 July 2019), Manhattan finalised its evaluation of the results of the Stage 1 diamond drilling program at the Joshua Porphyry Copper Project in Chile. The Company decided not to proceed to Stage 2 and enter into a joint venture with Helix Resources Limited, which is now at an end. Board Changes ▪ Mr Robert Perring was appointed to the board of Manhattan as Non-Executive Director and Technical Advisor on 1 August 2018. ▪ Mr Alan Eggers stepped down from the board on the 1 August 2018. Field Program: Joshua Project, Chile ▪ A high-resolution, drone-borne aeromagnetic survey was completed in September 2018, and this new high- resolution data, along with satellite-based ASTER alteration mapping and ground-based geological mapping, were interpreted to define 3 distinct porphyry centres (PS-1, PS-2 and PS-3) within the large (6.5km by 2km) Joshua Alteration System. ▪ Only PS-1 had been drilled historically (16 holes: 2011, 2012, 2015), and Manhattan’s first three holes (JS18-001 to JS18-003) were also drilled into new zones within PS-1. ▪ Manhattan’s fourth and fifth holes (JS18-004, JS18-005) were the first drilled into PS-2; PS-3 remains undrilled. ▪ The Manhattan drilling has more than doubled the known footprint of the copper sulphide-bearing system at PS-1 and adjoining PS-2, which now exceeds 1.5 square kilometres in area and remains open in all directions, with less than 25% of the overall PS-1 and PS-2 systems drill tested. ▪ A robust geological model for targeting higher copper grade mineralisation within the porphyry system has been developed. The strongest copper mineralisation is associated with zones of potassic alteration that have variably retrograded to chlorite. ▪ Multiple phases of overprinting magmatic and hydrothermal events have been identified. ▪ First significant interval assaying above 0.5% Cu was announced in November (ASX Announcement 29 November 2018), demonstrating the grade potential of the Joshua system. ▪ Hole 2 (DDH JS18-002) finished at 704m and intersected disseminated and vein-style sulphide (including pyrite, chalcopyrite, molybdenite) in altered andesite and dacite porphyry hydrothermal breccia from 34m to 654m down-hole (refer to ASX Announcement 22 October 2018). The mineralised parts of this hydrothermal breccia assayed 262m at 0.15% Cu from 46m, including 70m at 0.21% Cu from 238m (refer to Table 2 for other Manhattan Corporation Limited 4 2019 Annual Report to Shareholders Directors Report mineralised intervals). ▪ Hole 3, (JS18-003, EOH686m) intersected a strongly potassic altered (biotite-magnetite) hydrothermal breccia assaying 16m at 0.51% Cu from 546m or 10m at 0.60% Cu from 552m within a 30m interval assaying 0.36% Cu from 544m - the highest interval of copper grades ever intersected at Joshua. The dimensions and orientation of this breccia body, which cuts across (or intrudes) an earlier hydrothermal breccia, remains undefined at present, as the next nearest drill hole (JS15-004, drilled in 2015) is located over 400m to the west. ▪ Hole 4, (JS18-004, EOH550m) intersected a broad interval of disseminated copper mineralisation in a new part of the system that returned 180m at 0.19% Cu from 222m, including 26m at 0.29% Cu from 222m. ▪ Hole 5 (JS18-005, EOH 600m) finished in increasingly stronger copper mineralisation in a newly identified potassic-altered (biotite-magnetite) part of the system that returned 14m at 0.37% Cu from 586m to 600m (End of Hole), within 32m at 0.18% Cu from 568m to 600m. ▪ Our understanding of the metal associations and metal zonation trends within the Joshua porphyry copper system have improved considerably throughout the Stage 1 diamond drilling program. This has led to the development of a robust geological model for targeting the higher copper grades (as seen in hole 3) within the broader zone of sulphide mineralised breccia (as seen in hole 2 and others). ▪ While a number of broad intervals of sub-economic grade copper sulphide mineralisation (0.1 to 0.2% Cu) have been drilled in 2018, less than 25% of the PS-1 and PS-2 porphyry centres have been tested. ▪ The strongest disseminated copper sulphide mineralisation (holes 3 and 5) is associated with zones of moderate to low magnetic response, where the mineralised potassic-altered (biotite-magnetite) dacite and andesite porphyries have variably retrograded to lower temperature alteration assemblages (chlorite, albite). Induced Polarisation (IP) chargeabilities are also moderate and resistivities moderate to high. Hole ID (DDH) East (WGS-84 19S) North (WGS-84 19S) RL Depth Angle Direction (metres) (meters) (degrees) (magnetic) JS18-001 320125 6613695 1571 425m EOH JS18-002 320360 6613400 1470 704m EOH JS18-003 321680 6613675 1154 686m EOH JS18-004 322760 6614400 1185 550m EOH JS18-005 322375 6614070 1095 600m EOH EOH: End of Hole (final depth). Total: 2,965m Table 1. 2018 Diamond Drill Hole (DDH) Summary (Final) -60 -70 -70 -70 -70 230 180 235 315 300 Manhattan Corporation Limited 5 2019 Annual Report to Shareholders Directors Report Hole ID (DDH) From (metres) To (metres) Interval (metres) Results JS18-002 46 JS18-002 incl. 238 JS18-002 JS18-002 JS18-003 340 590 544 JS18-003 incl. 546 JS18-003 Incl. 552 JS18-004 222 JS18-004 incl. 222 308 308 364 598 574 562 562 402 248 JS18-005 568 600 (EOH) JS18-005 incl. 586 600 (EOH) Table 2. Diamond Drill Hole (DDH) Assay Summary 262 0.15% Cu 70 24 8 30 16 10 0.21% Cu 0.14% Cu 0.12 % Cu 0.36% Cu 0.51% Cu 0.60% Cu 180 0.19% Cu, 35ppm Mo 26 32m 14m 0.29% Cu, 25ppm Mo 0.18% Cu 0.37% Cu Figure 1 | Location of interpreted porphyry centres PS-1, PS-2 and PS-3 and the location of all 21 holes drilled into the Joshua Porphyry Copper System Manhattan Corporation Limited 6 2019 Annual Report to Shareholders Directors Report Figure 2 | All (2011, 2012, 2015, 2018) drill holes (21) on Total Magnetic Intensity Image within Porphyry Centres PS-1 and PS-2.WGS84, Zone 19 South Figure 3| Joshua Porphyry System - Interpreted schematic geological model in NE-SW section. Manhattan Corporation Limited 7 2019 Annual Report to Shareholders Directors Report Figure 4 | Location of the Joshua Copper Project within the Coastal Porphyry Belt, Chile. Competent Persons Statement for the Joshua Project 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, and technical adviser to Manhattan Corporation Limited and is a 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. PONTON URANIUM PROJECT Western Australia The Ponton Uranium Project is a potential future low-cost in-situ metal recovery (ISR) development opportunity located in Western Australia. Manhattan’s key licence at Ponton, E28/1898, is located within the remote Queen Victoria Spring Nature Reserve (QVSNR), 200km east northeast of Kalgoorlie. The WA state Labor government’s policies of not to approve new uranium mines, or to allow mineral exploration in reserves, suggests there is little likelihood of progressing the exploration and development of the Ponton uranium project over the next four-year term of the present WA government. Manhattan will maintain its Ponton Uranium Project with a view that the uranium price may improve in the future and the WA government will change or its policies on uranium approvals and exploration access to reserves will change. 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. Manhattan Corporation Limited 8 2019 Annual Report to Shareholders Directors Report 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). 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) Manhattan Corporation Limited 9 2019 Annual Report to Shareholders Directors Report 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 10 2019 Annual Report to Shareholders Directors Report For full details of reported Mineral Resource Estimates and Exploration Targets, Competent Person’s consent, material assumptions and technical parameters for the Ponton Project refer to Manhattan ASX announcements dated 23 January 2017 and 7 February 2014. 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 Uranium Project Inferred Resource Ponton Uranium Project Exploration Targets 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. There has been no change to the Mineral Resource Estimates from 30 June 2018 Annual Report up to the date of this report. Competent Persons Statement for the Ponton Uranium Project 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 an 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. There has been no change to the Mineral Resource Estimates from 30 June 2018 Annual Report to the date of this Annual Report. Manhattan Corporation Limited 11 2019 Annual Report to Shareholders CUTOFF GRADE eU3O8(ppm)TONNES (MILLION) GRADE eU3O8(ppm)TONNES U3O8(t)POUNDS (MILLION) U3O8(Mlb)10011017018,70042.01505124012,24026.0200263007,80017.2250143605,04011.0DOUBLE 8 INFERRED RESOURCE ESTIMATESCUTOFF GRADE eU3O8(ppm)TONNAGE RANGE (MILLION) GRADE RANGE eU3O8(ppm)TONNAGE RANGE U3O8(t)POUNDS RANGE (MILLION) U3O8(Mlb)DOUBLE 8 2004 - 8250 - 4501,100 - 2,5002.5 - 5.5STALLION SOUTH 20012 - 24250 - 3503,600 - 7,3008 - 16HIGHWAY SOUTH 20012 - 24250 - 3503,600 - 7,3008 - 16PONTON 20023 - 45250 - 3506,800 - 13,60015 - 30Total Range50 - 10015,000 - 31,00033 - 67PONTON PROJECT EPLORATION TARGETS Directors Report 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 2019 and up to the date of this report. SIGNIFICANT EVENTS AFTER THE BALANCE DATE There have been no significant events after the balance date. 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 116,000,001 unissued ordinary shares under options (16,000,001 at the balance date). The details of the options at the date of this report are as follows: Number Exercise Price $ Expiry Date 13,000,000 100,000,001 113,000,001 0.10 0.01 28 November 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. 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 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 2019, 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 - 3 3 3 - 3 3 3 Mr Robert Perring** *Alan Eggers resigned 1 August 2018 **Robert Perring was appointed on 1 August 2018 Manhattan Corporation Limited 12 2019 Annual Report to Shareholders Directors Report 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 38. 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 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(a) Marcello Cardaci John Seton Executive Directors Alan Eggers (b) (a) Mr Perring was appointed 1 August 2018. (b) Mr Eggers resigned 1 August 2018. Manhattan Corporation Limited 13 2019 Annual Report to Shareholders Directors Report 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: 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 30 June 2019 Base Directors Consulting Salary Fees Fees Options Share Based Post Total Option Performance employment Related Related Payments Superannuation $ % % Director Mr. R Perring(a) Mr. M Cardaci Mr. J Seton Mr. A Eggers(b) $ - - - - $ $ 27,000 36,000 24,000 - 22,000 - - - Total - 87,000 22,000 (a) Mr Perring was appointed 1 August 2018. (b) Mr Eggers resigned 1 August 2018. $ - - - - - $ - - - - 49,000 36,000 24,000 - - 109,000 - - - - - - - - - - Manhattan Corporation Limited 14 2019 Annual Report to Shareholders Directors Report Short Term Options 30 June 2018 Base Directors Consulting Share Based Post Total Option Performance Salary Fees Fees Payments employment Related Related Director Mr. R Perring(a) Mr. M Cardaci Mr. J Seton Mr. A Eggers(b) Total $ - - - - - $ - 16,667 16,667 $ - - - - 210,000 33,334 210,000 (a) Mr Perring was appointed 1 August 2018. (b) Mr Eggers resigned 1 August 2018. Superannuation $ - - - - - $ - - - - - $ - 16,667 16,667 210,000 243,334 % - - - - - % - - - - - 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 - - - - 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. Manhattan Corporation Limited 15 2019 Annual Report to Shareholders Directors Report 30 June 2019 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) 15,000,000 3,567,241 27,025,137 - Total 45,592,378 (a) Mr Perring was appointed 1 August 2018. (b) Mr Eggers resigned 1 August 2018. - - - - - - - - - - - - - - - 15,000,000 3,567,241 27,025,137 - 45,592,378 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. 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: 30 June 2019 Mr. R Perring(a) Mr. M Cardaci Mr. J Seton Mr. A Eggers(b) Executives Opening Balance - 2,000,000 2,000,000 - Total 4,000,000 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 - - - 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. There were no other forfeitures during year ended 30 June 2019 or year ended 30 June 2018. Manhattan Corporation Limited 16 2019 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. 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 resigned on 1 August 2018 and was not paid any consulting fees during the year, however was reimbursed for expenses during the period. 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 they perform 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. 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 $Nil (2018: $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. $Nil (2018: $37,583) was outstanding at period end. Manhattan Corporation Limited 17 2019 Annual Report to Shareholders Directors Report 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 $24,000 (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. $2,000 (2018: $16,667) 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 2019 Manhattan Corporation Limited 18 2019 Annual Report to Shareholders Consolidated Statement of Comprehensive Income Notes Consolidated 30 June 2019 $ 30 June 2018 $ Revenue from continuing operations Interest income Expenses Public company costs Consulting and directors’ fees Legal fees Employee benefits Impairment of exploration expenditure Administrative expenses 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 5,368 5,368 274 274 50,120 159,876 46,506 - 1,082,207 107,670 - 40,202 219,988 205,896 10,500 3,091,677 28,480 1,471 1,441,011 3,597,940 - - 1,441,011 3,597,940 - - - - Total comprehensive loss for the period 1,441,011 3,597,940 Loss per share attributable to owners of Manhattan Corporation Limited Basic and diluted loss per share (cents per share) 8 0.21 2.54 Manhattan Corporation Limited 19 2019 Annual Report to Shareholders Consolidated 30 June 2019 $ 30 June 2018 $ 1,031,661 6,797 40,799 10,297 1,038,458 51,096 - - 278,000 278,000 1,038,458 329,096 Consolidated Statement of Financial Position Notes 11 12 CURRENT ASSETS Cash and cash equivalents Trade and other receivables TOTAL CURRENT ASSETS NON-CURRENT ASSETS Deferred exploration and evaluation expenditure 13 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES TOTAL LIABILITIES 14 25,147 671,796 25,147 671,796 25,147 671,796 NET (DEFICIENCY) / ASSETS 1,013,311 (342,700) EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY 15 16 20,560,438 4,857,328 17,763,416 4,857,328 (24,404,455) (22,963,444) 1,013,311 (342,700) Manhattan Corporation Limited 20 2019 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 2019 $ 30 June 2018 $ (1,007,321) - 5,368 (63,955) 122,399 274 NET CASH USED IN OPERATING ACTIVITIES (1,001,953) 58,718 CASH FLOWS FROM INVESTING ACTIVITIES Payments for costs associated with proposed TTR merger Expenditure on exploration - (804,207) (125,312) (214,075) NET CASH USED IN INVESTING ACTIVITIES (804,207) (339,387) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Share issue costs 2,900,000 (102,978) 133,975 - NET CASH FROM FINANCING ACTIVITIES 2,797,022 133,975 Net (decrease) / increase in cash held Cash and cash equivalents at beginning of period 990,862 40,799 (146,694) 187,493 CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 11 1,031,661 40,799 Manhattan Corporation Limited 21 2019 Annual Report to Shareholders Consolidated Statement of Changes in Equity At 1 July 2018 Loss for the period Other comprehensive loss Total comprehensive loss Transactions with owners in their capacity as owners Issue of share capital Share issue costs At 30 June 2019 At 1 July 2017 Loss for the year Other comprehensive loss Total comprehensive loss Issued capital $ 17,763,416 - - - 2,900,000 (102,978) Accumulated losses $ (22,963,444) (1,441,011) - (1,441,011) Share based payment reserves $ 4,857,328 - - - - - - - 20,560,438 (24,404,455) 4,857,328 17,629,441 - - - (19,365,503) (3,597,940) - (3,597,940) 4,857,328 - - - - Total $ (342,700) (1,441,011) - (1,441,011) 2,900,000 (102,978) 1,013,311 3,121,266 (3,597,940) - (3,597,940) 133,975 (342,700) 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 Manhattan Corporation Limited 22 2019 Annual Report to Shareholders NOTES TO THE FINANCIAL STATEMENTS ________________________________________________________________________________ FOR THE YEAR ENDING 30 JUNE 2019 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 2019 was authorised for issue in accordance with a resolution of the Directors on 17 September 2019. 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 17 September 2019. 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 $1,441,011 (2018: $3,597,940) and a net cash outflow from operating activities of $1,001,953 (2018: $58,718). At 30 June 2019 the Group had cash assets of $1,031,661 (2018: $40,799) and working capital of $1,031,311 (2018: working capital deficiency $620,700). The Directors consider it appropriate that the finance report be prepared on a going concern basis. Manhattan Corporation Limited 23 2019 Annual Report to Shareholders (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 2019 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. 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 Manhattan Corporation Limited 24 2019 Annual Report to Shareholders 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. 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. Manhattan Corporation Limited 25 2019 Annual Report to Shareholders  (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 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 Manhattan Corporation Limited 26 2019 Annual Report to Shareholders 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. 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"). Manhattan Corporation Limited 27 2019 Annual Report to Shareholders (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 Standards and Interpretations applicable to 30 June 2019 In the year ended 30 June 2019, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Company and effective for the current annual reporting period. As a result of this review, the Directors have determined that there is no material impact of the new and revised Standards and Interpretations on the Company and, therefore, no material change is necessary to Group accounting policies. Standards and Interpretations in issue not yet adopted The Directors have also reviewed all Standards and Interpretations in issue not yet adopted for the year ended 30 June 2019. As a result of this review the Directors have determined that there is no material impact of the Standards and Interpretations in issue not yet adopted on the Company and, therefore, no change is necessary to Group accounting policies. 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. 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 Manhattan Corporation Limited 28 2019 Annual Report to Shareholders 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 $1,038,458 (2018: $51,096). The following financial assets of the Group are neither past due or impaired: Cash and cash equivalents Trade and other receivables (c) Liquidity Risk 30 June 2019 $ 1,031,661 6,797 1,038,458 30 June 2018 $ 40,799 10,297 51,096 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. Manhattan Corporation Limited 29 2019 Annual Report to Shareholders The financial liabilities of the Group at reporting date were trade payables incurred in the normal course of the business of $25,147 (2018: $671,796). 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. INVESTMENT IN SUBSIDIARIES 6. 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 Equity Holding as at 30 June 2019 100% 2008 Equity Holding as at 30 June 2018 100% 2008 7. OTHER EXPENSES (a) Expenses, Excluding Finance Costs, Included in the Income Statement Expenses Other expenses 8. LOSS PER SHARE 30 June 2019 $ - - 30 June 2018 $ 1,471 1,471 Loss used in calculating basic and dilutive EPS 1,441,011 3,597,940 Weighted average number of ordinary shares used in calculating basic loss per share : Number of Shares 692,018,419 141,836,227 There is no impact from 116,000,001 options outstanding at 30 June 2019 (2018: 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. Manhattan Corporation Limited 30 2019 Annual Report to Shareholders 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 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% 30 June 2019 $ Consolidated 30 June 2018 $ - - - - - - - - 1,441,011 396,278 (396,278) - 3,597,940 989,434 (989,434) - 241,262 (241,262) - 5,879,219 31,321 5,500 83,400 (83,400) - 6,222,358 3,275 192,052 (221,157) (83,400) (5,621,241) (6,110,432) - - 20,440,878 5,621,241 22,219,752 6,110,432 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. Manhattan Corporation Limited 31 2019 Annual Report to Shareholders 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 Consolidated 30 June 2019 $ 30 June 2018 $ 1,031,661 40,799 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 (1,441,011) (3,597,940) 1,082,207 3,091,676 3,500 (646,649) (1,001,953) 583 564,399 58,718 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 6,597 200 6,797 10,097 200 10,297 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 2019. 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. Manhattan Corporation Limited 32 2019 Annual Report to Shareholders (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 Consolidated 30 June 2019 $ 30 June 2018 $ 278,000 3,000,000 804,207 369,676 (1,082,207) (3,091,676) - 278,000 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 25,147 - 25,147 31,622 640,174 671,796 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 (b) Movements in shares on issue At beginning of the period Issue for cash less fundraising costs At 30 June (c) Ordinary shares 20,560,438 17,763,416 30 June 2019 30 June 2018 Number of $ Number of $ shares shares 161,278,693 17,763,416 140,278,693 17,629,441 580,000,000 2,900,000 21,000,000 133,975 - (102,978) - - 741,278,693 20,560,438 161,278,693 17,763,416 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. Manhattan Corporation Limited 33 2019 Annual Report to Shareholders (d) Capital risk management The Group’s capital comprises share capital, reserves less accumulated losses amounting to $1,013,311 at 30 June 2019 (2018: ($342,700)). 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 2019, there were 113,000,001 unissued ordinary shares under options (30 June 2018: 16,000,000 options). The details of the options are as follows: Number Exercise Price $ Expiry Date 13,000,000 100,000,001 113,000,001 0.10 0.01 28 November 2019 1 August 2023 No option holder has any right under the options to participate in any other share issue of the Group or any other entity. 100,000,001 options were issued during the year, with 3,000,000 options expiring. 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 2019 $ 30 June 2018 $ Share based payment reserve 4,857,328 4,857,328 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 Robert Perring Marcello Cardaci John A G Seton Position Executive Chairman – resigned 1 August 2018 Non-Executive Chairman – appointed 1 August 2018 Non-Executive Director Non-Executive Director Manhattan Corporation Limited 34 2019 Annual Report to Shareholders  (b) Remuneration of Key Management Personnel Short term employee benefits Share based payments Total remuneration (c) Loans to Key Management Personnel Consolidated 30 June 2019 $ 30 June 2018 $ 109,000 - 243,334 - 109,000 243,334 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 $Nil (2018: $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 $38,020 (2018: $60,459) 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 2019. 19. SUBSEQUENT EVENTS AFTER END OF FINANCIAL YEAR There were no subsequent events after the end of the financial year. 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 34,150 25,000 - tax advice in relation to the entity and any other entity in the consolidated group - 34,150 - 25,000 Manhattan Corporation Limited 35 2019 Annual Report to Shareholders 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 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 - - - - - - - - - - Expired / Forfeited Number Balance at 30 June 2018 Number - 13,000,000 (3,000,000) - - 13,000,000 - - 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 2019. 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. 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 30 June 2019 $ 30 June 2018 $ 1,038,130 50,648 5,985,376 6,263,497 7,023,506 6,314,145 25,147 671,796 5,985,048 5,985,048 6,010,195 6,656,844 1,013,311 (342,700) 20,560,438 17,763,416 4,857,328 4,857,328 (24,404,455) (22,963,444) 1,013,311 (342,700) Manhattan Corporation Limited 36 2019 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 17 to 36 are in accordance with the Corporations Act 2001, and: (i) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (ii) give a true and fair view of the financial position of Manhattan as at 30 June 2019 and of its performance for the Financial Year ended on that date; (b) In the Directors’ opinion, there are reasonable grounds to believe that Manhattan will be able to pay its debts as and when they become due and payable; (c) The remuneration disclosures included in the Directors’ Report (as part of the Audited Remuneration Report), for the year ended 30 June 2019, comply with section 300A of the Corporations Act 2001; (d) A statement that the attached Financial Statements are in compliance with International Financial Reporting Standards has been included in the Notes to the Financial Statements; and (e) The Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive and Chief Financial Officers for the Financial Year ended 30 June 2019. 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 2019 Manhattan Corporation Limited 38 2019 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 19 August 2019. Substantial Share Holders there are no shareholders who have notified the Company in accordance with Section 671B of the Corporations Act 2001. 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 64 127 86 230 305 812 Number of Shares 33,132 374,077 741,407 10,037,998 730,092,079 741,278,693 There were 551 holders of ordinary shares holding less than a marketable parcel. Top Twenty Share Holders Name MR JASON BONTEMPO + MRS TIZIANA BATTISTA BR CORPORATION PTY LTD 37,000,000 36,000,000 Units % Units ARALAD MANAGEMENT PTY LTD 34,550,000 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED BLU BONE PTY LTD KOBIA HOLDINGS PTY LTD MINVEST SECURITIES (NEW ZEALAND) LIMITED JAEGER INVESTMENTS PTY LTD KINGSLANE PTY LTD KERO INVESTMENTS PTY LTD TETRAMIN PTY LTD JET CAPITAL PTY LTD MR BYRON SCHAMMER OSIRIS CAPITAL INVESTMENTS PTY LTD M & K KORKIDAS PTY LTD MR MARK JOHN BAHEN + MRS MARGARET PATRICIA BAHEN J & J BANDY NOMINEES PTY LTD JAMEKER PTY LTD SLAM CONSULTING PTY LTD THREE ZEBRAS PTY LTD 27,993,600 25,000,000 25,000,000 24,002,976 20,000,000 18,840,656 18,300,000 15,000,000 14,000,000 14,000,000 12,500,000 10,980,604 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000 4.99 4.86 4.66 3.78 3.37 3.37 3.24 2.70 2.54 2.47 2.02 1.89 1.89 1.69 1.48 1.35 1.35 1.35 1.35 1.35 Rank 1 2 3 4 5 5 7 8 9 10 11 12 12 14 15 16 16 16 16 16 Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total) Total Remaining Holders Balance 383,167,836 51.69 358,110,857 48.31 Manhattan Corporation Limited 44 2019 Annual Report to Shareholders Rank 1 2 3 4 4 4 7 8 8 10 11 11 11 11 15 15 15 18 18 18 Top Twenty OptionHolders Name STRATA NOMINEES PTY LTD LAMERTON PTY LTD JET CAPITAL PTY LTD 2428 PTY LTD ARALAD MANAGEMENT PTY LTD MRS TIZIANA BATTISTA MS STACEY SIMONE O'NEILL BLU BONE PTY LTD KOBIA HOLDINGS PTY LTD KINGSLANE PTY LTD MR MARK JOHN BAHEN + MRS MARGARET PATRICIA BAHEN MR AARON DEAN BERTOLATTI MRS DONNA LEA GULLUNI MR TRAVIS SCHWERTFEGER OCEAN VIEW WA PTY LTD TROCA ENTERPRISES PTY LTD MR ROBERT JOHN WITTENOOM MR ARTIE DAMAA LITTLE SHARK PTY LTD MR SIMONE SICHEL Units 30,000,000 25,000,000 20,000,000 5,000,000 5,000,000 5,000,000 1,500,000 1,250,000 1,250,000 1,000,000 500,000 500,000 500,000 500,000 250,000 250,000 250,000 100,000 100,000 100,000 % 30.0 25.0 20.0 5.00 5.00 5.00 1.50 1.25 1.25 1.00 0.50 0.50 0.50 0.50 0.25 0.25 0.25 0.10 0.10 0.10 Totals: Top 20 holders of LISTED OPTIONS EXPIRING 01/08/2023 @ $0.01 (Total) Total Remaining Holders Balance 98,050,000 1,950,001 98.05 1.95 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 E28/1898 E28/2454 Holder MHC MHC % 100 100 (ha) 34 sub blocks 121 sub blocks 22 Sub blocks surrendered Manhattan Corporation Limited 45 2019 Annual Report to Shareholders 

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