ABN 61 123 156 089
Annual Report
30 June 2020
Manhattan Corporation Limited
CONTENTS
Corporate Directory
Directors’ Report
Auditor’s Independence Declaration
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
Independent Audit Report
ASX Additional Information
PAGE NO
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45
Manhattan Corporation Limited
CORPORATE DIRECTORY
Directors
Mr Marcello Cardaci (Non-Executive Chairman)
Mr Jens Balkau (Non-Executive Director)
Mr John Seton (Non-Executive Director)
Chief Executive Officer
Mr Kell Nielson (Chief Executive Officer)
Company Secretary
Ms Eryn Kestel
Registered Office
Level 2
33 Colin Street
West Perth WA 6005
Telephone:
+61 8 9322 6677
Facsimile:
+61 8 9322 1961
Website:
Email:
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: 1300 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
2020 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 2020.
DIRECTORS and CHIEF EXECUTIVE OFFICER
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 consultant with 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 Jens Balkau BSc Hon, MSc DIC
Non-Executive Director
Jens has more than 40 years’ experience as a geologist, formerly with Western Mining Corporation and Regis
Resources Limited, where he led the discovery and definition of more than 5Moz of gold in the Duketon Belt of
Western Australia. His discovery record also includes the world-class Tampakan copper-gold project in the
Philippines and he was involved in the Babel and Nebo nickel discoveries in the West Musgrave region of central
Australia. Mr Balkau is a member of the AusIMM and Australian Institute of Geoscientists.
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.
Mr Kell Nielsen BSc(Geol), MSc(MinEcon), MAusimm
Chief Executive Officer
Kell is an Australian Geologist with over 25 years’ experience in project generation, exploration, and
development across a broad range of minerals including gold, copper and base metals. Mr Nielsen has worked
extensively in Australia, Mongolia, West and East Africa and Myanmar covering a diverse range of experiences
and roles from grass roots exploration to being at the forefront of discoveries and managing large resource
development teams for Placer Dome (Wallaby resource definition >10Moz Au) and consulting to BHP Billiton’s
iron ore and coal divisions.
Manhattan Corporation Limited
2
2020 Annual Report to Shareholders
Directors’ Report (Continued)
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
M. Cardaci
J. Balkau
Options over
Ordinary Shares
exercisable at 1
Performance
Ordinary Shares
cent each
Shares
3,567,241
25,896,554
-
-
6,474,138
38,844,831
J. Seton
Note: Includes shares held directly, indirectly and beneficially by Key Management Personnel.
25,578,761
-
-
RESULTS OF OPERATIONS
The Group’s net loss after taxation attributable to the members of Manhattan Corporation for the year to
30 June 2020 was $530,765 (30 June 2019: $1,441,011).
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 2020 (30 June 2019: Nil).
Manhattan Corporation Limited
3
2020 Annual Report to Shareholders
Directors’ Report (Continued)
REVIEW OF OPERATIONS
Placements and Acquisition
• Manhattan Corporation Limited (“Manhattan” or the “Company”) announced the Board’s intention to
acquire a new high-grade gold project in NSW (Acquisition) (ASX Announcement 2 December 2019).
• The Company announced a Placement on 6 December 2019 of 185,000,000 fully paid Ordinary
Shares at an issue price of $0.005 per Share. Funds were directed towards ongoing exploration
programs.
• On 23 January 2020, Shareholders at the Company’s General Meeting approved the acquisition of
100% of Awati Resources Pty Ltd, the owner of the Tibooburra Gold Project located in north-western
NSW. All necessary Acquisition pre-conditions were completed by 6 April 2020.
•
In April 2020, all necessary environmental approvals were received for Manhattan to progress the
planned initial 2,500 metre Reverse Circulation (RC) drill program at New Bendigo. Drilling
commenced early May 2020.
• On 25 June 2020, Manhattan announced the drilling at New Bendigo had discovered a new shallow
high-grade gold “western Lode”, requiring immediate follow up with 5,000 metres of additional RC
drilling at New Bendigo to commence in early August 2020.
• On 6 July 2020, Manhattan announced the completion of a Placement which meant the Company was
funded to progress to additional RC drilling at New Bendigo. 200,000,000 fully paid Ordinary Shares
were issued at $0.017 per Share to institution, professional and sophisticated investors, including
existing Shareholders.
Board Changes
• Mr Jens Balkau was appointed to the board of Manhattan as Non-Executive Director and Technical
Advisor on 6 April 2020.
• Mr Robert Perring stepped down from the Board on 6 April 2020.
Key Personnel Changes
• Mr Kell Nielsen was appointed as Chief Executive Officer on 23 April 2020.
Unlisted Option Issue
• On 28 April 2020, the Company issued 14,000,000 Unlisted Options, exercisable at $0.01 on or before
28 April 2023 to the Chief Executive Officer, Administration Manager and Company Secretary in
recognition of their committed efforts to enable the Company to complete the acquisition of Awati
Resources Pty Ltd.
Manhattan Corporation Limited
4
2020 Annual Report to Shareholders
Directors’ Report (Continued)
TIBOOBURRA GOLD PROJECT
New South Wales
Manhattan acquired 100% of the business and assets of Awati Resources Pty Ltd (Awati) on 06 April 2020. The
acquisition included the Tibooburra Gold Project located in the Far NW of New South Wales.
Awati was established with the principal objective of exploring for and discovering high-value mineral deposits,
resulting in an early focus on high-grade gold systems located near Tibooburra.
At the time of the proposed acquisition (December 2019), the Tibooburra Gold Project comprised a contiguous
land package of 10 granted exploration licences that are located approximately 200km north of Broken Hill. It
stretches 160km south from the historic Tibooburra townsite and incorporates a large proportion of the Albert
Goldfields (which produced in excess of 50,000 to 100,000 ounces of Au from auriferous quartz vein networks
and alluvial deposits that shed from them during its short working life), along the gold-anomalous (soil, rock and
drilling geochemistry, gold workings) New Bendigo Fault, to where it merges with the Koonenberry Fault, and
then strikes further south on towards the recently discovered Kayrunnera gold nugget field. The area is
conveniently accessed via the Silver City Highway, which runs N-S through the project area.
Since acquisition of Awati, Manhattan has added a further four exploration licence applications to increase the
current tenure of the project to over 2,000 km2.
Figure 1 | Location of the Tibooburra Gold Project.
Manhattan Corporation Limited
5
2020 Annual Report to Shareholders
Directors’ Report (Continued)
After a detailed study of the Tibooburra District, GSNSW geoscientists (Greenfield and Reid, 2006) concluded
that ‘mineralisation styles and structural development in the Tibooburra Goldfields are remarkably similar to the
Victorian Goldfields in the Western Lachlan Orogen’. In their detailed assessment and comparison, they
highlighted similarities in the style of mineralisation, mineral associations, metal associations, hydrothermal
alteration, structural setting, timing of metamorphism and the age of mineralisation, association with I-type
magmatism, and the character of the sedimentary host rocks. Mineralisation in the Tibooburra Goldfields is
classified as orogenic gold and is typical of turbidite-hosted/slate-belt gold provinces (Greenfield and Reid,
2006).
Figure 2 | Prospective Palaeozoic gold terrains (green shading) of NSW and Victoria.
Manhattan completed its Maiden RC Drilling programme on the New Bendigo Prospect at Tibooburra in April
2020. In total, thirty-two (32) Reverse Circulation Drill (RC) Holes (NB0001-0032) were completed for 3,020
metres.
Drilling targeted and proved:
•
the down-plunge extension of the interpreted north-plunging, high-grade shoot; and
• potential for parallel shoots located either underneath or parallel to the initial lode (s) that was first
reflected by historical RAB drilling.
Manhattan Corporation Limited
6
2020 Annual Report to Shareholders
Directors’ Report (Continued)
In addition to the planned programme, a further two RC Holes (NB0023-24) were completed approximately 250
metres to the west of the main zone to test shallow anomalism reported in historic RAB drilling.
The two southern holes returned intense and extensive quartz veined, silica, sericite and pyrite alteration zones
(Figure 2) of much greater intercepted thickness to that encountered from drilling completed within the main
zone. Results from these precursory holes, include:
• 7m at 18.16 g/t Au from 87m (NB0023); and
• 5m at 1.12 g/t Au from 50m (NB0024).
Drilling completed on the historic line (“Main Zone”) at New Bendigo confirmed and strengthened the initial
structural interpretation of a series of north plunging high grade shoots within a broader lower grade envelope.
The limited drilling has defined the potential for at least three separate plunging shoots within the north and
southern areas, which are open at depth.
Completed drilling conducted on the “Main Zone” has only encompassed a small portion of an elongated 5km
long soil anomaly, where historic workings extend over 1.7 km of strike. These shoots remain open down-plunge
(under transported cover to the north) with the deeper shoots also open to the south.
Drilling returned significant results, including:
• 2m at 17.30 g/t Au from 87m (NB0021);
• 2m at 13.71 g/t Au from 89m (NB0032);
• 2m at 9.28 g/t Au from 73m (NB0027);
• 2m at 3.14 g/t Au from 14m (NB0006);
• 1m at 6.24 g/t Au from 20m (NB0031).
References
Greenfield J and Reid W, 2006. Orogenic gold in the Tibooburra area of north-western NSW – a ~440Ma ore system with comparison
to the Victoria Goldfields. ASEG Extended Abstracts, 2006:1, 1-8, DOI: 10.1071/ASEG2006ab059.
Competent Person Statement for the Tibooburra Gold Project
The information in this Report that relates to Exploration Results for the Tibooburra Project is based on
information review and collected by Mr Kell Nielsen who is contracted as Chief Executive Officer to Manhattan
Corporation Limited and is a Member of the Australasian Institute of Mining and Metallurgy. Mr Nielsen 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 Nielsen consents to the inclusion in the report of the matters based on his reviewed information
in the form and context in which it appears.
Manhattan Corporation Limited
7
2020 Annual Report to Shareholders
Directors’ Report (Continued)
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.
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 2020 and
up to the date of this report.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
There have been no significant events after the balance date apart from the following.
• On 6 July 2020, the Company announced a Placement of 200,000,000 Shares at an issue price of $0.017
to raise Placement funds of $3,400,000. The Placement was settled on 8 July 2020.
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
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 214,000,001 unissued ordinary shares under options and 300,000,000
performance shares on issue. The details of the options at the date of this report are as follows:
Number
Exercise Price $
Expiry Date
14,000,000
200,000,001
214,000,001
0.01
28 April 2023
0.01 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.
Manhattan Corporation Limited
8
2020 Annual Report to Shareholders
Directors’ Report (Continued)
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 2020, 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
Attend
Meetings Attended
Number of
Meetings Eligible to
Number of
Mr Marcello Cardaci
Mr Jens Balkau 1
Mr John Seton
Mr Robert Perring 2
Notes:
(1) Jens Balkau was appointed on 6 April 2020.
(2) Robert Perring resigned on 6 April 2020.
1
-
1
1
PROCEEDINGS ON BEHALF OF COMPANY
1
-
1
1
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 https://manhattcorp.com.au/corporate/corporate-governance/.
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 2020. A copy of that declaration is included on page 16.
Manhattan Corporation Limited
9
2020 Annual Report to Shareholders
Directors’ Report (Continued)
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; and
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 2019 and 30 June 2020 and
unless otherwise indicated, KMPs for the entire period:
Other Key Management Personnel
Mr Kell Nielsen 3
Non–Executive Directors
Mr Marcello Cardaci
Mr Jens Balkau 1
Mr John Seton
Mr Robert Perring 2
Notes:
(1) Jens Balkau was appointed on 6 April 2020.
(2) Robert Perring resigned on 6 April 2020.
(3) Kell Nielsen was appointed as CEO on the 23 April 2020 and previously provided consulting services.
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.
Manhattan Corporation Limited
10
2020 Annual Report to Shareholders
Directors’ Report (Continued)
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:
30 June 2020
Director
Mr. M Cardaci
Mr. J Balkau 1
Mr. R Perring 2
Mr. J Seton
Other KMP
Mr K Nielsen 3
Total
30 June 2019
Director
Mr. M Cardaci
Mr. R Perring 2
Mr. J Seton
Short Term
Options
Base Salary
$
Directors
Fees
$
Consulting
Fees
$
Post
employment
Superannuati
on
$
Share Based
Payment
$
Total
$
Performance
Related
%
-
-
-
-
-
-
-
-
-
36,000
6,000
18,000
24,000
18,000
-
13,500
-
-
120,949
84,000
152,449
36,000
27,000
24,000
-
22,000
-
-
-
-
-
-
-
-
-
-
-
12,948
-
-
54,000
18,948
31,500
24,000
-
-
-
-
39,000
159,949
32.2%
51,948
288,397
-
-
-
36,000
49,000
24,000
-
-
-
-
Total
Notes:
(1) Jens Balkau was appointed on 6 April 2020. The share-based payment included in the table relate to the acquisition of
109,000
87,000
22,000
-
-
-
-
Awati Resources Pty Ltd.
(2) Robert Perring resigned on 6 April 2020.
(3) Kell Nielsen was appointed as CEO on the 23 April 2020 and previously provided consulting services.
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
number
Expiry date
Value per
options at
grant date
Value of
options at
grant date
Exercise
price
No. Vested No. Expired
Director
Mr. J Balkau 1
Mr. M Cardaci
Mr. J Seton
Other KMP
Mr K Nielsen 2
6/04/2020
28/11/2014
28/11/2014
6,474,138 1/08/2023
2,000,000 28/11/2019
2,000,000 28/11/2019
$0.002
$0.013
$0.013
$12,948
$26,000
$26,000
$0.01
$0.01
$0.01
6,474,138
-
-
-
2,000,000
2,000,000
6/04/2020 10,000,000 28/04/2023
$0.004
$39,000
$0.01 10,000,000
-
Total
Notes:
(1) Jens Balkau was appointed on 6 April 2020.
(2) Kell Nielsen was appointed as CEO on the 23 April 2020 and previously provided consulting services.
20,474,138
16,474,138
4,000,000
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.
Manhattan Corporation Limited
11
2020 Annual Report to Shareholders
Directors’ Report (Continued)
There were no alterations to the terms and conditions of options granted as remuneration since their grant date.
Options granted as part of remuneration have been valued using the Black-Scholes option pricing model, which
takes account of factors such as the option exercise price, the current level and volatility of the underlying share
price and the expected time to maturity of the option. Options granted under the plan carry no dividend or voting
rights.
During the year there were no options provided as remuneration to Directors or other Key Management
Personnel of the Company. When exercisable, each option is convertible into one ordinary share of Manhattan.
5. Additional disclosures relating to options and shares
Share holdings of Key Management Personnel^
The number of shares in the Company held during the period and up to the date of this report by each director
and executive of Manhattan Corporation Limited, including their personally related parties, is set out below. There
were no shares granted during the reporting period as compensation.
30 June 2020
Director
Mr. M Cardaci
Mr. J Balkau 1
Mr. R Perring 2
Mr. J Seton 3
Other KMP
Mr K Nielsen 4
Total
30 June 2019
Director
Mr. M Cardaci
Mr. R Perring 2
Mr. J Seton
Opening
Balance
Number Issued
Share
Purchases
Share Sales or
Other changes Closing Balance
3,567,241
-
15,000,000
25,578,761
-
25,896,554
-
-
-
-
44,146,002
25,896,554
3,567,241
15,000,000
25,578,761
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15,000,000
-
3,567,241
25,896,554
-
25,578,761
-
-
15,000,000
55,042,556
-
-
-
3,567,241
15,000,000
25,578,761
Total
Notes:
Includes shares held directly, indirectly and beneficially by Key Management Personnel.
(1) Jens Balkau was appointed on 6 April 2020. Shares issued in the table relate to the acquisition of Awati Resources Pty
44,146,002
44,146,002
-
-
-
Ltd.
(2) Robert Perring resigned on 6 April 2020. Shares deemed to be disposed upon resignation from the Company.
(3) John Seton’s holding has been adjusted to include his beneficial holding from Claymore Trustees of 1,575,785, which
was previously recorded as Claymore’s total holding of 3,022,161.
(4) Kell Nielsen was appointed as CEO on the 23 April 2020 and previously provided consulting services.
Manhattan Corporation Limited
12
2020 Annual Report to Shareholders
Directors’ Report (Continued)
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:
Opening
Balance
Number
Issued
Number
Exercised
Expired or
other
changes
Closing
Balance Exercisable
Non-
exercisable
Vested options
2,000,000
-
-
2,000,000
-
6,474,138
-
-
- 10,000,000
4,000,000 16,474,138
2,000,000
-
2,000,000
-
-
-
-
-
-
-
-
-
-
-
-
(2,000,000)
-
-
(2,000,000)
-
6,474,138
-
-
-
6,474,138
-
-
- 10,000,000 10,000,000
4,000,000 16,474,138 16,474,138
-
-
-
2,000,000
-
2,000,000
2,000,000
-
2,000,000
-
-
-
-
-
-
-
-
-
30 June 2020
Director
Mr. M Cardaci
Mr. J Balkau 1
Mr. R Perring 2
Mr. J Seton
Other KMP
Mr K Nielsen 3
Total
30 June 2019
Director
Mr. M Cardaci
Mr. R Perring 2
Mr. J Seton
Total
Notes:
Includes shares held directly, indirectly and beneficially by Key Management Personnel.
(1) Jens Balkau was appointed on 6 April 2020. Options issued in the table relate to the acquisition of Awati Resources
4,000,000
4,000,000
4,000,000
-
-
-
-
Pty Ltd.
(2) Robert Perring resigned on 6 April 2020.
(3) Kell Nielsen was appointed as CEO on the 23 April 2020 and previously provided consulting services.
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
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.
Manhattan Corporation Limited
13
2020 Annual Report to Shareholders
Directors’ Report (Continued)
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
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 (2019: $24,000). This amount is not in addition to the fees
included in the remuneration table within this remuneration report. $2,000 (2019: $2,000) 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
30 September 2020
Manhattan Corporation Limited
14
2020 Annual Report to Shareholders
The Directors
Manhattan Corporation Limited
Level 2
33 Colin Street
West Perth WA 6005
Dear Directors
In accordance with Section 307C of the Corporations Act 2001 (the "Act") I hereby declare that to the best
of my knowledge and belief there have been:
(i) no contraventions of the auditor independence requirements of the Act in relation to the audit of
the 30 June 2020 financial statements; and
(ii) no contraventions of any applicable code of professional conduct in relation to the review.
This declaration is in respect of Manhattan Corporation Limited and the entities it controlled during the
year.
Daniel Dalla CA (Lead auditor)
Partner
Rothsay Auditing
Dated 29 September 2020
Consolidated Statement of Comprehensive Income
Revenue from continuing operations
Interest income
Expenses
Public company costs
Consulting and Directors’ fees
Legal fees
Impairment of exploration expenditure
Administrative expenses
Share based payments
Loss before income tax
Income tax expense
Consolidated
Notes
30 June 2020
30 June 2019
$
$
1,187
1,187
5,368
5,368
(51,798)
(248,027)
(90,778)
(28,151)
(58,176)
(55,022)
(50,120)
(159,876)
(46,506)
(1,082,207)
(107,670)
-
(530,765)
(1,441,011)
-
-
20
8
Net loss for the period
(530,765)
(1,441,011)
Other comprehensive income for the period
-
-
Total comprehensive loss for the period
(530,765)
(1,441,011)
Loss per share attributable to owners of Manhattan
Corporation Limited
Basic and diluted loss per share (cents per share)
7
0.06
0.21
Manhattan Corporation Limited
16
2020 Annual Report to Shareholders
Consolidated Statement of Financial Position
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Consolidated
Notes
30 June 2020
30 June 2019
$
$
10
11
5b
974,281
159,870
1,031,661
6,797
1,134,151
1,038,458
Deferred exploration and evaluation expenditure
12
1,546,142
TOTAL NON-CURRENT ASSETS
1,546,142
-
-
TOTAL ASSETS
2,680,293
1,038,458
CURRENT LIABILITIES
Trade and other payables
13
73,225
25,147
TOTAL CURRENT LIABILITIES
73,225
25,147
TOTAL LIABILITIES
73,225
25,147
NET (DEFICIENCY) / ASSETS
2,607,068
1,013,311
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
14
15
22,429,938
20,560,438
5,112,350
4,857,328
(24,935,220)
(24,404,455)
2,607,068
1,013,311
Manhattan Corporation Limited
17
2020 Annual Report to Shareholders
Consolidated Statement of Cash Flows
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Proceeds from R&D refund
Interest received
Consolidated
Notes
30 June 2020
30 June 2019
$
$
(470,022)
(1,007,321)
67,589
1,187
-
5,368
NET CASH USED IN OPERATING ACTIVITIES
10
(401,246)
(1,001,953)
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditure on exploration
(525,634)
(804,207)
NET CASH USED IN INVESTING ACTIVITIES
(525,634)
(804,207)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Share issue costs
925,000
(55,500)
2,900,000
(102,978)
NET CASH FROM FINANCING ACTIVITIES
869,500
2,797,022
Net (decrease) / increase in cash held
Cash and cash equivalents at beginning of period
(57,380)
1,031,661
990,862
40,799
CASH AND CASH EQUIVALENTS AT END OF THE
PERIOD
10
974,281
1,031,661
Manhattan Corporation Limited
18
2020 Annual Report to Shareholders
Consolidated Statement of Changes in Equity
Notes
Issued
capital
$
Accumulated
payment
losses
reserves
$
$
Total
$
Share based
At 1 July 2018
Loss for the year
Other comprehensive loss
Total comprehensive loss
Transactions with owners in their capacity as owners
17,763,416
(22,963,444)
4,857,328
(342,700)
-
-
-
(1,441,011)
-
(1,441,011)
2,900,000
(102,978)
-
-
-
-
-
-
-
(1,441,011)
-
(1,441,011)
2,900,000
(102,978)
14 & 15
20,560,438
(24,404,455)
4,857,328
1,013,311
Issue of share capital
Share issue costs
At 1 July 2019
Loss for the period
Other comprehensive loss
Total comprehensive loss
Issue of share capital
Consideration issues
Incentive option issues
Share issue costs
At 30 June 2020
Transactions with owners in their capacity as owners
-
-
-
(530,765)
-
(530,765)
925,000
1,000,000
-
(55,500)
-
-
-
-
-
-
-
-
(530,765)
-
(530,765)
925,000
200,000
1,200,000
55,022
-
55,022
(55,500)
14 & 15
22,429,938
(24,935,220)
5,112,350
2,607,068
Manhattan Corporation Limited
19
2020 Annual Report to Shareholders
Notes to the Financial Statements
_______________________________________________________________________________ _
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2020
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 2020 was authorised for issue in
accordance with a resolution of the Directors on 30 September 2020.
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 30 September 2020. 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 requires the use of certain critical accounting estimates.
It also requires management to exercise its judgement in the process of applying the Group’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 3.
Manhattan Corporation Limited
20
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
Going Concern
The Company incurred a loss for the year of $530,765 (2018: $1,441,011) and a net cash outflow
from operating activities of $401,246 (2019: $1,001,953).
At 30 June 2020 the Group had cash assets of $974,281 (2019: $1,031,661) and working capital
of $1,060,926 (2019: $1,013,311).
The Directors consider it appropriate that the finance report be prepared on a going concern basis.
(b) Basis of Consolidation
The consolidated Financial Statements incorporate the assets and liabilities of the Company’s
wholly owned subsidiary Manhattan Resources Pty Ltd and Awati Resources Pty Ltd as at 30 June
2019 and the results of the subsidiaries 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.
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.
Manhattan Corporation Limited
21
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
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 notional income tax rate for each jurisdiction adjusted by changes in deferred
tax assets and liabilities attributable to temporary differences and to unused tax losses.
Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the Consolidated
Financial Statements. However, the deferred income tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a business combination that at the time
of the transaction affects neither accounting, nor taxable profit or loss. Deferred income tax is
determined using tax rates (and laws) that have been enacted or substantively 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.
Manhattan Corporation Limited
22
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
(g) Acquisition of Assets
Assets including exploration interests acquired are initially recorded at their cost of acquisition on
the date of acquisition, being the fair value of the consideration provided plus incidental costs
directly attributable to the acquisition.
When equity instruments are issued as consideration, their market price at the end of acquisition is
used as fair value, except where the notional price at which they could be placed in the market is
a better indication of fair value.
(h) Cash and Cash Equivalents
For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short term, highly liquid investments with
original maturities of three months or less that are readily convertible to known amounts of cash
and which are subject to an insignificant risk of changes in value, and bank overdrafts.
(i)
Exploration and Evaluation Expenditure
Exploration, evaluation and development expenditure incurred is accumulated in respect of each
identifiable area of interest. These costs are only carried forward to the extent that they are
expected to be recouped through the successful development of the area or where activities in the
area have not yet reached a stage that permits reasonable assessment of the existence of
economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year
in which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised
over the life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of
continuing to carry forward costs in relation to that area of interest.
(j)
Trade and Other Payables
These amounts represent liabilities for goods and services provided to the Group prior to the end
of Financial Year which are unpaid. The amounts are unsecured and are usually paid within 30
days of recognition.
(k) Contributed Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental
costs directly attributable to the issue of new shares or options for the acquisition of a business are
not included in the cost of the acquisition as part of the purchase consideration.
Manhattan Corporation Limited
23
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
(l)
Investments and Other Financial Assets
Financial assets are classified as either financial assets at fair value through profit or loss, or at
amortised cost, 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
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.
Amortised Cost
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
The Group assesses at each balance date whether there is objective evidence that a financial asset
or group of financial assets is impaired.
(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.
Manhattan Corporation Limited
24
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
(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 using a Black and Scholes option pricing model. In determining
fair value, no account is taken of any performance conditions other than those related to the share
price of Manhattan ("Market Conditions").
(o) Earnings Per Share
Basic Earnings Per Share
Basic earnings per share is calculated by dividing profit/(loss) attributable to equity holders of the
Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average
number of ordinary shares outstanding during the Financial Year, adjusted for bonus elements in
ordinary shares issued during the year.
Manhattan Corporation Limited
25
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
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 2020
In the year ended 30 June 2020, 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 2020. 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.
Manhattan Corporation Limited
26
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
4. SEGMENT INFORMATION
The Group operates in one segment, being mineral resource exploration and assessment of mineral
projects.
5. FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest
rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program
focuses on the unpredictability of the financial markets and seeks to minimise potential adverse effects
on the financial performance of the Group. The Group does not use derivative financial instruments,
however the Group uses different methods to measure different types of risk to which it is exposed. These
methods include sensitivity analysis in the case of interest rate and other price risks and aging analysis
for credit risk.
Risk management is carried out by the Board of Directors with assistance from suitably qualified external
and internal advisors. The Board provides written principles for overall risk management and further
policies will evolve commensurate with the evolution and growth of the Group.
(a) Market Risk
(i)
Foreign Exchange Risk
The Group does not currently operate internationally and therefore its exposure to foreign
exchange risk arising from currency exposures is limited.
(ii)
Price Risk
The Group does not currently hold any equity investments so it is not exposed to equity
securities price risk. The Group is not exposed to commodity price risk as the Group is still
carrying out exploration.
(iii) Cash Flow and Fair Value Interest Rate Risk
The Group’s only interest rate risk arises from cash and cash equivalents. Term deposits
and current accounts held with variable interest rates expose the Group to cash flow interest
rate risk. The Group does not consider this to be material to the Group and have therefore
not undertaken any further analysis of risk exposure.
(b) Credit Risk
Credit risk is managed by the Board for the Group. Credit risk arises from cash and cash equivalents
as well as credit exposure including outstanding receivables and committed transactions. All cash
balances held at banks are held at internationally recognised institutions, with minimum
independently rated rates of ‘A’. The majority of receivables are immaterial to the Group. Given this
Manhattan Corporation Limited
27
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
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 $1,134,151 (2019: $1,038,458).
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 2020
30 June 2019
$
974,281
159,870
$
1,031,661
6,797
1,134,151
1,038,458
Prudent liquidity risk management implies maintaining sufficient cash to meet liabilities. The Group
manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the
maturity profits of financial assets and liabilities. As at reporting date the Group had sufficient cash
reserves to meet its requirements. The Group therefore had no credit standby facilities or
arrangements for further funding in place.
The financial liabilities of the Group at reporting date were trade and other payables incurred in the
normal course of the business of $73,225 (2019: $25,147). These were non-interest bearing and
were due within the normal 30 to 60 days terms of creditor payments. The Group had no borrowings
during the year and has therefore not undertaken any further analysis of risk exposure.
(d)
Fair Value Estimation
The fair value of financial assets and liabilities must be estimated for recognition and measurement
or for disclosure purposes.
The carrying value less any required impairment provision of trade receivables and payables are
assumed to approximate their fair values due to their short-term nature.
6.
INVESTMENT IN SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following
subsidiaries in accordance with the accounting policy described in note 2(b).
Equity Holding as
Equity Holding as
Country of
at
at
Name of Entity
Incorporation
30 June 2020
30 June 2019
Manhattan Resources Pty Ltd
Awati Resources Pty Ltd (“Awati”)
Australia
Australia
100%
100%
100%
0%
Manhattan Corporation Limited
28
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
7.
LOSS PER SHARE
30 June 2020
30 June 2019
Loss used in calculating basic and dilutive EPS
(530,765)
(1,441,011)
Weighted average number of ordinary shares used in
calculating basic loss per share:
890,377,054
692,018,419
Number of Shares
There is no impact from 214,000,001 options and 300,000,000 performance shares outstanding at 30
June 2020 (2019: 116,000,001 options) on the loss per share calculation because they are anti-dilutive.
These options could potentially dilute basic EPS in the future.
8.
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
Consolidated
30 June 2020
30 June 2019
$
$
-
-
-
-
-
-
-
-
(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
530,765
145,960
(145,960)
-
1,441,011
396,278
(396,278)
-
Manhattan Corporation Limited
29
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
Consolidated
30 June 2020
30 June 2019
$
$
(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
-
-
-
241,262
(241,262)
-
Losses available to offset against future taxable income
5,085,440
5,879,219
Share issue costs deductible over five years
Accrued expenses
36,814
24,400
31,321
5,500
Deferred tax assets offset against deferred tax liabilities
-
(221,157)
Deferred tax assets not brought to account as
realisation is not regarded as probable
(5,114,654)
(5,694,883)
Deferred tax asset recognised
-
-
(d) Unused tax losses
Unused tax losses
Unused capital losses
Potential tax benefit not recognised at 27.5%
16,228,870
18,338,793
2,369,872
2,369,872
18,598,742
20,708,665
5,114,654
5,694,883
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
the Group continues to comply with the conditions for deductibility imposed by tax legislation
in Australia and
(ii)
(iii) no changes in tax legislation in Australia, adversely affect the Group in realising the benefit
from the deductions for the losses.
9.
DIVIDENDS PAID OR PROPOSED
There were no dividends paid or proposed during the year.
Manhattan Corporation Limited
30
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
10. CASH AND CASH EQUIVALENTS
Reconciliation of Cash and Cash Equivalents
Cash comprises of:
Cash at bank
Consolidated
30 June 2020
30 June 2019
$
$
974,281
1,031,661
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.
Consolidated
30 June 2020
30 June 2019
$
$
Reconciliation of operating loss after tax to the cash flows
from operations
Loss from ordinary activities after tax
(530,765)
(1,441,011)
Non-cash items
Exploration expenditure written off
Share based payments
Awati acquisition adjustments
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
28,151
55,022
151,341
1,082,207
-
-
(153,073)
48,078
3,500
(646,649)
(401,246)
(1,001,953)
Cash at bank and in hand earns interest at floating interest rates based on the daily bank rates.
Manhattan Corporation Limited
31
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
11. TRADE AND OTHER RECEIVABLES (CURRENT)
Security deposits
GST receivable
Other
Consolidated
30 June 2020
30 June 2019
$
100,000
54,670
5,200
159,870
$
-
6,597
200
6,797
Security deposits are provided for tenements as surety of potential rehabilitation works.
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 2020.
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of
receivables mentioned above. Refer to Note 5 for more information on the risk management policy
of the Group and the credit quality of the entity’s receivables.
(b) Other Receivables
These amounts generally arise from transactions outside the usual operating activities of the
Group. Collateral is not normally obtained.
12. EXPLORATION AND EVALUATION EXPENDITURE
At beginning of the period
Exploration expenditure during the period
Acquisition of Awati exploration asset
Impairment loss
Total exploration and evaluation
Consolidated
30 June 2020
30 June 2019
$
-
573,058
1,001,235
$
278,000
804,207
-
(28,151)
(1,082,207)
1,546,142
-
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.
Manhattan Corporation Limited
32
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
13. TRADE AND OTHER PAYABLES (CURRENT)
Trade creditors
Accruals
Other creditors
Consolidated
30 June 2020
30 June 2019
$
19,346
44,500
9,379
73,225
$
25,147
-
-
25,147
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.
14.
ISSUED CAPITAL
(a)
Issued capital
Ordinary shares fully paid
(b) Movement in shares on
issue
Consolidated
30 June 2020
30 June 2019
$
$
22,429,938
20,560,438
30 June 2020
30 June 2019
Number of
shares
$
Number of
shares
$
At beginning of the period
741,278,693
20,560,438
161,278,693
17,763,416
Issue for cash
185,000,000
925,000
580,000,000
2,900,000
Consideration shares Awati
200,000,000
1,000,000
acquisition
less fundraising costs
-
(55,500)
-
-
-
(102,978)
At 30 June
1,126,278,693
22,429,938
741,278,693
20,560,438
(c) Ordinary shares
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
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
(d) Capital risk management
The Group’s capital comprises share capital, reserves less accumulated losses amounting to
$2,607,068 at 30 June 2020 (2019: $1,013,311). 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.
(e)
Share options
At 30 June 2020, there were 514,000,001 unissued ordinary shares under options (30 June 2019:
113,000,001 options). The details of the options and performance shares are as follows:
Description
Listed Options
Listed Options – Awati acquisition
Performance shares – Awati
acquisition
Unlisted incentive options
Total
Number Exercise Price $
Expiry Date
100,000,001
100,000,000
300,000,000
14,000,000
514,000,001
0.01
0.01
1 August 2023
1 August 2023
Nil
0.01
6 April 2025
28 April 2023
No option holder has any right under the options to participate in any other share issue of the Group
or any other entity. 114,000,000 options and 300,000,000 performance shares were issued during
the year, with 13,000,000 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 20.
15. RESERVES
Share based payment reserve
Movements in Reserves
Share based payment reserve
At beginning of the period
Consideration listed options
Share based payment expense for incentive options
At end of period
Consolidated
30 June 2020
30 June 2019
$
$
4,857,328
4,857,328
4,857,328
4,857,328
200,000
55,022
-
-
5,112,350
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 20 for further details of the options issued during the period.
Manhattan Corporation Limited
34
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
16. RELATED PARTY TRANSACTIONS
(a) Details of key management personnel
The following persons were Key Management Personnel of Manhattan during the Financial Year:
Name
Marcello Cardaci
Jens Balkau
John Seton
Robert Perring
Position
Non-Executive Chairman
Non-Executive Director – appointed 6 April 2020
Non-Executive Director
Non-Executive Director – resigned 6 April 2020
Kell Neilsen
Chief Executive Officer – appointed 23 April 2020
(b) Remuneration of Key Management Personnel
Short term employee benefits
Share based payments
Total remuneration
(c)
Loans to Key Management Personnel
Consolidated
30 June 2020
30 June 2019
$
236,449
51,948
288,397
$
109,000
-
109,000
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) Marcello Cardaci
Marcello Cardaci is a consultant to Gilbert + Tobin Lawyers. Gilbert + Tobin Lawyers has
provided legal services of $85,623 (2019: $38,020) to Manhattan during the year on normal
commercial terms.
17. NON-CASH INVESTING AND FINANCING ACTIVITIES
There were no non-cash investing or financing activities during the year ended 30 June 2020.
18. SUBSEQUENT EVENTS AFTER END OF FINANCIAL YEAR
There were no subsequent events after the end of the financial year apart from the following.
• On 6 July 2020, the Company announced a Placement of 200,000,000 Shares at an issue price of
$0.017 to raise Placement funds of $3,400,000. The Placement was settled on 8 July 2020.
Manhattan Corporation Limited
35
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
19. AUDITOR’S REMUNERATION
Consolidated
30 June 2020
30 June 2019
$
$
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
32,000
34,150
- tax compliance services in relation to the entity and any other
entity in the consolidated group
2,000
34,000
-
34,150
20. SHARE BASED PAYMENTS
(a) Options
All options granted are for ordinary shares in Manhattan Corporation Limited, which confer a right
of one ordinary share for every option held.
Expired options
Listed options 1
28 November 2017
6 April 2020
28 November 2019
1 August 2023
$0.01
-
$0.01
$0.0020
Incentive unlisted
options 2
28 April 2020
28 April 2023
$0.01
$0.0039
13,000,000
-
(13,000,000)
-
-
100,000,001
100,000,000
-
14,000,000
-
-
-
-
200,000,001
14,000,000
Grant Date
Expiry Date
Exercise price
Value per security
Balance 30 June
2019
Granted
Expired
Vested
Balance 30 June
2020
Notes:
1. Listed options issue formed consideration for the acquisition of Awati Resources Pty Ltd.
2. Incentive options were valued using a Black-Scholes option pricing model with the key inputs of the share
price at grant date $0.007, risk free rate 0.26% and volatility of 103.13%.
Manhattan Corporation Limited
36
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
(b) Acquisition of Exploration Asset – Awati Resources Pty Ltd
On 6 April 2020 the acquisition of Awati Resources Pty Ltd was completed with the following
consideration.
- Consideration Shares – 200,000,000 fully paid ordinary share at a deemed issue price of $0.005
which a subject to a voluntary escrow period of 12 months.
- Consideration Listed Options – 50,000,000 listed options with an exercise price of $0.01 expiring
on 1 August 2023. The deemed issue price is $0.002.
- Advisor Listed Options – 50,000,000 listed options with an exercise price of $0.01 expiring on 1
August 2023. The deemed issue price is $0.002.
- Performance Shares – 300,000,000 performance shares, each entitling the holder to one
ordinary share on the announcement of a JORC 2012 compliant resources of at least 500,000
ounces of gold, with a minimum cut-off grade of 0.5 g/T gold.
Grant Date
Expiry Date
Share price on grant date
Exercise Price
Volatility
Risk-free rate
Value of performance share
Performance Shares
6 April 2020
6 April 2025
$0.005
Nil
103.13%
0.41%
$0.005
The acquisition of Awati Resources Pty Ltd is not considered to be a business combination under
AASB 3 Business Combinations. No value has been attributed to Performance Shares as the value
is not recognised until such a time as the Performance Shares vest upon conditions being met.
Manhattan Corporation Limited
37
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
21. 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 and Awati Resources Pty Ltd from 6 April
2020.
Current assets
Non-current assets
Total Assets
Current liabilities
Non-current liabilities
Total Liabilities
Net Assets
Issued capital
Share based payment reserve
Accumulated losses
30 June 2020
30 June 2019
$
973,566
7,180,377
8,153,943
45,406
5,495,512
5,540,918
$
1,038,130
5,985,376
7,023,506
25,147
5,985,048
6,010,195
2,613,025
1,013,311
22,429,938
20,560,438
5,112,350
4,857,328
(24,929,263)
(24,404,455)
Total Equity
2,613,025
1,013,311
Loss for the period
Other comprehensive income for the period
Total comprehensive loss for the period
30 June 2020
30 June 2019
$
$
(524,808)
(1,441,011)
-
-
(524,808)
(1,441,011)
Manhattan Corporation Limited
38
2020 Annual Report to Shareholders
Notes to the Financial Statements (Continued)
22. COMMITMENTS
(a) Exploration Expenditure
Annual tenement rental obligations
Annual exploration expenditure commitments
(b) Capital or Leasing Commitments
There are no capital or leasing commitments as at 30 June 2020.
23. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
30 June 2020
30 June 2019
$
41,310
827,500
868,810
$
-
-
-
The Directors are of the opinion that there are no contingent liabilities or contingent assets as at 30 June
2020.
24.
INTERESTS IN JOINT VENTURES
Manhattan currently has no Joint Venture interests.
Manhattan Corporation Limited
39
2020 Annual Report to Shareholders
Directors’ Declaration
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 20 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 2020 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 2020, 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 2020.
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
30 September 2020
Manhattan Corporation Limited
40
2020 Annual Report to Shareholders
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
MANHATTAN CORPORATION LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Manhattan Corporation Limited (“the Company”) and its controlled
entities (“the Group”) which comprises the consolidated statement of financial position as at 30 June 2020,
the consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended on that date and
notes to the financial statements, including a summary of significant accounting policies and the directors’
declaration of the Company.
In our opinion the financial report of the Group is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its financial
performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under these
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report
section of this report. We are independent of the Group in accordance with the auditor independence
requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and
Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (Including Independence
Standards) (the “Code”) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given
to the directors of the Company, would be in the same terms if given to the directors as at the time of this
auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
MANHATTAN CORPORATION LIMITED (continued)
Key Audit Matter – Cash and Cash Equivalents How our Audit Addressed the Key Audit Matter
The Group’s cash and cash equivalents make up
86% of total current assets by value and are
considered to be the key driver of the Group’s
operations and exploration activities.
Our procedures over the existence of the Group’s
cash and cash equivalents included but were not
limited to:
• Testing a sample of cash payments to
We do not consider cash and cash equivalents to
be at a high risk of significant misstatement, or
to be subject to a significant level of judgement.
determine they were bona fide payments,
were properly authorised and recorded in the
general ledger;
However due to the materiality in the context of
the financial statements as a whole, this is
considered to be an area which had an effect on
our overall strategy and allocation of resources
in planning and completing our audit.
Key Audit Matter – Exploration and Evaluation
Expenditure
The Group incurred significant exploration and
evaluation expenditure during the year.
We do not consider exploration and evaluation
expenditure to be at a high risk of significant
misstatement, however due to the materiality in
the context of the financial statements as a
whole, this is considered to be an area which had
an effect on our overall strategy and allocation
of resources in planning and completing our
audit.
• Checking the appropriateness of foreign
exchange rates used for cash and cash
equivalents denominated in foreign currencies;
and
• Agreeing significant cash holdings to
independent third-party confirmations.
We have also assessed the appropriateness of the
disclosures included in the financial report.
How our Audit Addressed the Key Audit Matter
Our procedures in assessing exploration and
evaluation expenditure included but were not
limited to the following:
• We assessed the reasonableness of capitalising
exploration and evaluation expenditure in
accordance with AASB 6 Exploration for and
Evaluation of Mineral Resources.
• We tested a sample of exploration and
evaluation expenditure to supporting
documentation to ensure they were bona fide
payments; and
• We documented and assessed the processes
and controls in place to record exploration and
evaluation transactions.
We have also assessed the appropriateness of the
disclosures included in the financial report.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
MANHATTAN CORPORATION LIMITED (continued)
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2020, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial report or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
If based on the work we have performed we conclude there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Directors’ Responsibility for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with the Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or cease operations,
or have no realistic alternative but to do so.
Auditor’s Responsibility for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with Australian Auditing Standards will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at: www.auasb.gov.au/Home.aspx.
We communicate with the directors regarding, amongst other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
MANHATTAN CORPORATION LIMITED (continued)
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit matters.
We describe those matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communications.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the remuneration report included in the directors’ report for the year ended 30 June 2020.
In our opinion the remuneration report of Manhattan Corporation Limited for the year ended 30 June 2020
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
Rothsay Auditing
Dated 30 September 2020
Daniel Dalla
Partner
ASX Additional Information
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 22 September 2020.
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 Number of Shares
70
125
95
936
854
34,286
367,469
838,320
45,335,911
1,279,702,707
2,080
1,326,278,693
There were 236 holders of ordinary shares holding less than a marketable parcel.
Top Twenty Share Holders
Rank Name
Units
% Units
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
UBS Nominees Pty Ltd
Citicorp Nominees Pty Limited
Ausdrill International Pty Ltd
J & J Bandy Nominees Pty Ltd
Mr Noel Ross Archer
Aralad Management Pty Ltd
Argonaut Equity Partners Pty Ltd
Jet Capital Pty Ltd
55,602,344
52,855,671
43,785,850
35,597,722
35,106,291
31,581,196
31,166,356
31,000,000
Mr Jason Bontempo & Mrs Tiziana Battista
30,000,000
Balkau Family Pty Ltd
Minvest Securities (New Zealand) Limited
HSBC Custody Nominees (Australia) Limited
CS Fourth Nominees Pty Limited
BR Corporation Pty Ltd
Surf Coast Capital Pty Ltd
RWH Nominees Pty Ltd
JDJ Coughlan Drilling Pty Ltd
Kero Investments Pty Ltd
Jalaver Pty Ltd
Longbrow Geological Services Pty Ltd
25,896,554
24,002,976
22,416,471
21,522,869
20,000,000
19,000,000
15,959,849
15,700,000
13,500,000
12,500,000
11,509,464
4.19
3.99
3.30
2.68
2.65
2.38
2.35
2.34
2.26
1.95
1.81
1.69
1.62
1.51
1.43
1.20
1.18
1.02
0.94
0.87
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)
Total Remaining Holders Balance
548,703,613
777,575,080
41.37
58.63
Manhattan Corporation Limited
45
2020 Annual Report to Shareholders
ASX Additional Information (Continued)
Top Twenty Option Holders
Rank Name
Units
% Units
46,875,000
25,000,000
20,000,000
10,946,462
10,000,000
7,791,594
7,500,000
7,000,000
6,474,138
5,500,000
5,476,572
5,000,000
5,000,000
5,000,000
5,000,000
3,989,962
2,103,250
1,347,994
1,250,000
1,250,000
23.44
12.50
10.00
5.47
5.00
3.90
3.75
3.50
3.24
2.75
2.74
2.50
2.50
2.50
2.50
1.99
1.05
0.67
0.62
0.62
182,504,972
91.25
17,495,029
8.75
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Strata Nominees Pty Ltd
Lamerton Pty Ltd
Jet Capital Pty Ltd
Ausdrill International Pty Ltd
Ninety-Three Pty Ltd
Argonaut Equity Partners Pty Ltd
Ratdog Pty Ltd
Jorac Pty Ltd
Balkau Family Pty Ltd
Jameker Pty Ltd
Mr Noel Ross Archer
Alissa Bella Pty Ltd
Aralad Management Pty Ltd
Mr Jason Bontempo & Mrs Tiziana Battista
Konkera Pty Ltd
RWH Nominees Pty Ltd
Argonaut Investments Pty Ltd
Define Consulting Pty Ltd
Blu Bone Pty Ltd
Kobia Holdings Pty Ltd
Totals: Top 20 holders of LISTED OPTIONS EXPIRING 01/08/2023 @ $0.01
(Total)
Total Remaining Holders Balance
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
Tenure Title
Interest
Project
Ponton
Tenement Number
Holder
E28/1523
E28/1898
E28/2454
MHC
MHC
MHC
%
100
100
100
AREA
(ha)
Status of Tenure
20 sub blocks
34 sub blocks
1 sub block is 2.97km2
22 Sub blocks
121 sub blocks
surrendered
Manhattan Corporation Limited
46
2020 Annual Report to Shareholders