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
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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
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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.
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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).
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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
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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
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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
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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.
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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.
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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)
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Figure 6 | Manhattan’s Ponton
Figure 7 | Double 8 Inferred Resources (Ir) Double 8, Stallion South, Highway South & Ponton
Exploration Targets (Et)
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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.
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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
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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.
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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
-
-
-
-
-
-
-
-
-
-
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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