Annual Report
30 June 2022
ABN: 61 123 156 089
CONTENTS PAGE
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 AUDITOR’S REPORT
ASX ADDITIONAL INFORMATION
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CORPORATE DIRECTORY
Directors
Mr Marcello Cardaci (Non-Executive Chairman)
Mr Kell Nielsen (Chief Executive Officer) Appointed as Executive Director on 24 November 2021
Mr John Seton (Non-Executive Director)
The late Mr Jens Balkau (Non-Executive Director) Ceased as Director 10 November 2021
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:
www.manhattancorp.com.au
Email: info@manhattancorp.com.au
Share Registry
Computershare Investor Services Pty Ltd
Level 2
Reserve Bank Building
45 St Georges Terrace
Perth WA 6000
Telephone: 1 300 850 505
Facsimile: + 61 8 9323 2033
Auditors
Rothsay Audit & Assurance Pty Ltd
Level 1, Lincoln House
4 Ventnor Avenue
Perth WA 6000
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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2022 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 2022.
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 Kell Nielsen BSc(Geol), MSc(MinEcon), MAusimm
Chief Executive Officer (Appointed as Director on 24 November 2021 and as CEO on 23 April 2020)
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.
Mr John Seton LLM (Hons)
Non-Executive Director
John is an Auckland based solicitor with over 35 years’ experience in commercial law, stock exchange listed
companies and the mineral resources sector. Mr Seton has an extensive skill set together with vast experience
gained from sitting on many boards in Australia, New Zealand and overseas based companies both as an
Executive and Non-Executive Director.
Mr Seton is currently an Executive Director of Besra Gold Inc. (ASX:BEZ) and a Director of Good Spirits Hospitality
Limited (NZX:GSH). In the past three years Mr Seton has held a directorship in formerly ASX-listed Tomizone
Limited.
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
The late Mr Jens Balkau BSc Hon, MSc DIC
Non-Executive Director (Ceased as Director on 10 November 2021)
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
Mr. M. Cardaci
Mr. K Nielsen
Mr. J. Seton
Options over
Ordinary Shares
exercisable at 1
Performance
Ordinary Shares
cent each
Shares
3,567,241
2,250,000
1,575,785
-
10,000,000
-
-
-
-
Note: Includes shares 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 2022 was $536,024 (30 June 2021: $599,020).
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 2022 (30 June 2021: nil).
Manhattan Corporation Limited
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
RESULTS OF OPERATIONS
OVERVIEW
During the year ended 30 June 2022, Manhattan Corporation Limited (MHC or the Company) continued to
advance the Tibooburra Gold Project, with a Reverse Circulation (RC) drill programme where significant high-
grade mineralisation was intercepted.
TIBOOBURRA GOLD PROJECT
New South Wales
MHC Controls 100% of the Tibooburra Gold Project in the Far NW of New South Wales (NSW) through its fully
owned subsidiary Awati Resources Pty Ltd (Awati).
The Tibooburra Gold Project comprises a nearly contiguous land package of 15 granted exploration licences
(~2,200 square kilometres) that are located approximately 200km north of Broken Hill (Figures 1-2). 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 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.
Figure 1 – Location of the Tibooburra Gold Project
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
Figure 2 – Prospective Palaeozoic gold terrains (green shading) of NSW and Victoria.
During the reporting period, MHC continued to advance its Tibooburra Project primarily focussed on New Bendigo
(including Main Zone), Pioneer, Jeffery’s Flat, Phoenix and Silverton (Figure 3).
Exploration drilling was completed over multiple campaigns, including:
▪
▪
Twenty RC holes (NB0073-0092) for 2,131m completed at New Bendigo in October and November 2021;
Thirty-two RC holes (NB0093-124) for 4,241 metres completed at New Bendigo during January – March
2022;
▪
Four diamond holes (NBD0004-0007) and two diamond tails of previously drilled RC holes (NB0107 &
NB0123) for 709.8 metres of core and 111.8m of Rotary Mud (RM) precollars completed at New Bendigo;
▪ MHC completed nine (9) RC Holes (NB00125-0127, PN0001-04 & JF0001-002) for 1,434 metres during the
period at Pioneer and Phoenix, Jeffery’s Flat, New Bendigo South and Silverton.
Manhattan Corporation Limited
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
Figure 3 – Tibooburra Project – Northern Target Areas (TMI RTP 1VD Grey Scale Aeromagnetic Image Background).
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
New Bendigo RC Drilling – October-November 2021
MHC completed twenty (20) Reverse Circulation Drill (RC) Holes (NB0073-0092) for 2,131 metres at its
Tibooburra Gold Project located in north-western NSW during the reporting period. Drilling focussed on testing
the shallow nature of identified mineralisation, including targeting potential for plunging shoots within the lower
grade NNW trending mineralised corridor that extends for approximately 650 metres of strike.
Drilling successfully intersected high-grade mineralised zones that were thought to form two separate north
plunging shoots located to the north and south of a cross-cutting fault, though further drilling was required in this
area to confirm the synopsis, specifically in the vicinity of the fault and the continuation of the shoots at depth
where they remained open.
Drilling returned significant mineralisation in addition to the previously reported near surface high-grade central
zone (Figures 4), including:
▪
▪
▪
▪
▪
▪
8m at 40.5 g/t Au from 70m, including 3m at 105.34 g/t Au (NB0089);
16m at 13.89 g/t Au from 1m, including 3m at 69.20 g/t Au (NB0083);
7m at 2.89 g/t Au from 56m, including 1m at 15.45 g/t Au (NB0088);
6m at 1.93 g/t Au from 12m, including 2m at 4.29 g/t Au (NB0090);
3m at 4.67 g/t Au from 126m, including 2m at 6.74 g/t Au (NB0081); and
8m at 1.08 g/t Au from 18m, including historically mined stope from 10.5 to 14m (NB0079).
Further to the high-grade central zone and the interpreted plunging shoots, drilling successfully increased the
mineralised footprint within the broader lower grade halo of the NNW trending regional shear with all RC holes
reporting significant mineralisation2 that remains open along strike to the south, the north and down-dip.
Drilling returned significant results, including:
▪
▪
5m at 1.03 g/t Au from 31m (NB0076); and
4m at 2.16 g/t Au from 24m (NB0082).
Drilling completed on the “Main Zone” had still only tested a small portion of an elongated >5km long soil anomaly
(Figure 3), where historic workings extend over at least 1.5 km of strike along the interpreted Main Zone.
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
Figure 4: New Bendigo Drill Hole Collar Plan showing recent RC drill holes in relation to previous drilling. Drill traces
are projected to surface. Note the fault is inferred and further drilling is required to delineate mineralisation proximal
to the fault New Bendigo. Location of Long Section (Figure 3) shown. Recent highlighted intersections are shown as
yellow callouts.
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
New Bendigo RC Drilling – January-April 2022
During January through to April 2022, MHC completed a further 32 holes (NB0093-124) for 4,241 metres. Drilling
targeted additional mineralisation and the north plunging shoots along the “Main Zone” corridor, a NNW trending
gold mineralised shear system that extends for over 650 metres of strike that is located within an under explored
elongated >5km long soil anomaly where historic workings extend over at least 1.5 km of strike.
Drilling continued to successfully intersect significant shallow gold mineralisation within the corridor, often from or
near surface. Further high-grade mineralised zones were thought to form two separate north plunging shoots
located to the north and south of a cross-cutting fault. Drilling confirmed the potential for “Main Zone” to host a
significant shallow, high-grade gold resource, with drilling intersecting significant mineralisation (Figure 5),
including:
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
▪
63m at 1.33 g/t Au from 24m including 9m at 7.22 g/t Au from 56m (NB0105);
17m at 1.13 g/t Au from 4m including 4m at 2.42 g/t Au from 6m (NB0093);
3m at 4.51 g/t Au from 9m, and 2m at 3.90 g/t Au from 126m (NB0106);
2m at 3.18 g/t Au from 82m (NB0098);
2m at 4.08 g/t Au from 84m (NB0102);
24m at 0.52 g/t Au from 47m including 9m at 1.06 g/t Au from 58m (NB0090);
19m at 5.02 from 92m, including 7m at 13.10 from 97m (NB0113);
13m at 6.16 from 50m, including 3m at 25.48 from 51m and 8m at 2.52 g/t Au from 70m (NB0122);
13m at 1.41 from 87m, including 3m at 4.65 g.t Au from 90m (NB0109);
3m at 4.32 from 10m and 2m at 1.20 g/t Au from 108m (NB0110);
2m at 1.70 g/t Au from 64m (NB0112);
2m at 1.01 from 109m, 1m at 2.87 from 122m and 1m at 1.48 g/t Au from 130m (NB0113);
1m at 11.10 from 9m and 2m at 1.07 g/t Au from 126m (NB0114);
2m at 1.51 g/t Au from 44m (NB0115);
20m at 0.60 from 90m, including 2m at 3.11 g/t Au from 107m (NB0118); and
4m at 1.87 from 6m and 2m at 2.77 g/t from 117m (NB0123).
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
Figure 5: New Bendigo Drill Hole Collar Plan showing recent RC drill holes results (completed in 2022) in relation to previous
drilling. Drill traces are projected to surface. Note the fault is inferred and further drilling is required to delineate mineralisation
proximal to the fault New Bendigo. Recent highlighted intersections are shown as yellow callouts.
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
New Bendigo Diamond Drilling – July 2022
MHC completed Diamond Drilling at New Bendigo “Main Zone” and “Western Lode” in July 2022 with a total of
four diamond holes (NBD0004-0007) and two diamond tails completed on previously drilled RC holes (NB0107 &
NB0123) for 709.8 metres of core and 111.8m of rotary mud (RM) precollars.
Drilling was focused on evaluating the high-grade mineralisation that is interpreted to be associated with plunging
veins and or shoots that has returned significant results and formed part of a structural review.
Cutting and processing of the core was delayed allowing for the core to be reviewed intact (where required) by
Structural consultants engaged by the Company. This has now been completed and all the core has been cut and
submitted for analysis. Apart from the re-entry of NB0107, all diamond results remain outstanding.
To date, only the analysis of the re-entry of NB0107 has been returned. NB0107 and NB0123 were re-entered as
the originally planned RC holes were unable to reach their planned depth due to excessive water being
intersected. NB0107 returned a peak result of 0.55m at 2.29 g/t Au from 138.2m.
New Bendigo Structural Study – August-September 2022
Following the successful diamond drilling programme completed in July at New Bendigo, MHC prioritised plans
to undertake structural mapping, review of diamond core and the acquisition of downhole imagery (Televiewer) to
assess the origin of the high grade.
The review was undertaken to provide the basis for MHC to target high-grade mineralisation at New Bendigo in
order for the company to effectively model and target the higher grades in future drilling and allow for the grades
to be fairly represented in any future resource calculation
The initial stage of the structural study identified:
▪
▪
That intersection lineations between the regional shear foliation (penetrative fabric) and cross-cutting
structural features such as veins and discrete shears may exert a plunge control on gold mineralisation,
potentially promoting the formation of high-grade shoots; and
The lower grade material intersected within the dominant shear (New Bendigo Fault Zone), may be related
to bleeding/remobilisation of the higher-grade mineralisation proximal (up and down) the predominant shear
fabric from high-grade mineralisation that has been formed from the intersection lineations.
The structural study was undertaken under the supervision of MHC’s Structural Consultants led by Dr John
Beeson (Geoscience Now) and Mr Peter Croft (Brockman Solutions) included field mapping, a review of the
recently acquired diamond core and the acquisition and interpretation of televiewer data of selected holes.
Mapping completed of the surface outcrops at New Bendigo identified a strong, NNW-trending penetrative fabric
associated with the Koonenberry Fault, with numerous quartz veins oriented sub-parallel to the penetrative fabric.
A number of steeply-dipping, cross-cutting quartz-rich tensional veins have also been mapped and observed in
core (Figures 2 to 4), varying in trend between NE-SW to ENE-WSW, together with discrete cross cutting shears
developed at an acute clockwise angle to the penetrative fabric.
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
On the basis of this information, a three-dimensional (3D) model was created to assess the relationship between
the various structural features and existing drilling coverage proximal to the new Bendigo workings. The model
suggests that high grade gold mineralisation is related to the penetrative fabric, the fabric sub-parallel quartz
veins, with cross cutting quartz veins and discrete shears potentially associated with high-grade intercepts. The
Structural Consultants’ Interpretation of this model is that intersection lineations between these structural
elements may exert a plunge control on gold mineralisation, that may promote formation of discrete high-grade
shoots within the shear system. Further drilling is required to determine whether the high-grade mineralisation
shows continuity along the penetrative fabric and sub-parallel quartz veins or the cross-cutting structures, or both.
Exploration RC Drilling – April 2022
MHC completed RC drilling in April on exploration targets where Au mineralisation had been identified through
either drilling or historic mining activity within the northern part of the Tibooburra Gold Project (~25km gold
mineralised strike). In all MHC completed nine (9) RC Holes (NB00125-0127, PN0001-04 & JF0001-002) for 1,434
metres during the period.
Pioneer and Phoenix
Located ~18km north of the “Main Zone”, the Pioneer-Phoenix trend hosts historical gold workings over ~5km of
strike and was home to a historic gold stamping battery and the largest of the historic mines on the Albert Goldfield
(Pioneer).
Limited historic drilling in the area has returned significant Au in diamond and RC drilling, including 3m at 4.89
(AWNPN02A) and 2m at 14.72 g/t Au. MHC completed four (4) RC holes (PN0001-04) for 732 metres to test the
system, particularly at depth (PN0002 – Figure 5) as well as a parallel lode that had not been previously drill tested
(PN0004). Drilling intercepted shale, with each hole hosting multiple zones of significant quartz-pyrite veining.
Results have now been returned for all holes, returning significant Au, including:
▪
▪
▪
▪
▪
5m at 6.96 g/t Au from 199m, including 1m at 33.90 g/t Au from 199m (PN0002);
2m at 1.66/g/t Au from 90m (PN0001);
3m at 1.28 g/t Au from 67m (PN0003);
4m at 0.52 g/t Au from 124m (PN0004); and
13m at 0.51 g/t Au from 146m (PN0004).
Jeffery’s Flat
Located ~ 1,800 metres to the north of the Pioneer Mine, Jeffery’s Flat hosts historic workings. MHC completed
two (2) RC holes at Jeffery’s Flat during the quarter (JF0001-02) for 330 metres. Drilling intercepted interbedded
sandstone and siltstone units. JF0001 intersected two zones (31-35m, 49-55m) of quartz veining within weathered
material associated with considerable haematite and goethite alteration. Below the weathered interface, JF0001
intercepted quartz veining between 69-81 and 139-146m associated with pyrite mineralisation. JF0002
intercepted two moderate zones of quartz veining – 75-80m and 144-148m with traces of pyrite. Results from
Jeffery’s Flat returned minor Au, with no significant Au being returned.
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
New Bendigo South & Silverton
Results from Silverton returned minor Au, with no significant Au being returned from New Bendigo South. These
results will be reviewed in line with the recent data collected from diamond core drilling currently being completed
at New Bendigo.
Figure 6: Pioneer Prospect, Drill Section 6,731,480 North
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
New Bendigo Aircore Drilling – May 2021
Results from Aircore drilling (AC) undertaken at “Main Zone” and elsewhere completed during the 2020-21
Financial year were reported during the period. Drilling at “Main Zone” was designed to scope out the structural
controls on high-grade mineralisation previously intersected in RC drilling at “Main Zone” (30m at 4.03 g/t Au,
NB0033) and “Western Lode” (7m at 18.16 g/t Au, NB0023) utilising closely spaced Aircore drilling.
Aircore was undertaken in preference to further diamond drilling to confirm the interpretation of the structural
controls on mineralisation, where obtaining orientated diamond core in weathered, brecciated and fractured
material proved extremely difficult within the near surface area.
Drilling undertook the form of two lines (13 holes), NBAC0179-187 and NBAC203-206) of closely spaced AC to
the NE and the SW of the shallow high-grade where no effective drill coverage existed. Results have now been
returned for NBAC0179-187. Drilling returned exception results3, including:
▪
▪
12m at 2.78 g.t Au from surface, including 4m at 7.63 g/t Au (NBAC0181); and
8m at 1.78 g/t Au from surface, including 4m at 3.29 g/t Au (NBAC0183).
Jefferies Flat, Pioneer and Phoenix Aircore – June 2021
MHC completed a further 58 AC holes over the far northern section of the mineralised corridor in June 2021 with
results being received during the reporting period. Drilling extended for over 6 kilometres north from Pioneer where
previous drilling returned 3m at 4.89 g/t Au from 69.8m (Diamond Hole AWPN02A) and 2m at 14.72 g/t Au from
88m (RC Hole TP003) to Phoenix and Jefferies Flat to Jefferies Flat.
Planned drilling was reduced at Jefferies Flat due to shallower weathering being intersected. A peak result of 4m
at 0.59 g/t AU was returned (JFAC001).
Sandy Well and North Sandy Well Aircore – June 2021
Limited drilling was undertaken in the Sandy Well area where cross-cutting structures intersect the main regional
structures. Drilling intersected thick transported cover with all results received during the reporting period with
significant mineralisation (4m at 1.19 g/t Au from 92m) was returned in SWAC004.
Further drilling is not planned.
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
PONTON URANIUM PROJECT
Western Australia
MHC still maintains its Ponton Uranium Project in Western Australia (WA). No exploration or development was
carried out on the Project during the reporting period.
The Ponton Uranium Project is a potential future low-cost in-situ metal recovery (ISR) development opportunity
located in Western Australia.
The Project comprises key Exploration Licence E28/1898 and a further Exploration Licence Application (ELA
28/2454)
The Project 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 current four-year term of the present WA government.
Manhattan will endeavour to 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.
The Inferred Resource estimate reported for Ponton project is:
▪ Double 8 uranium deposit of 17.2 Mlb U3O8 at 200ppm cutoff.
Exploration Results at Ponton, reported on 7 February 2014, have also identified four wide spaced drilled
Exploration Targets, namely:
▪
Stallion South of between 8 and 16Mlb U3O8;
▪ Highway South of between 8 and 16Mlb U3O8; and
▪
Ponton of between 15 and 30Mlb U3O8.
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.
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
Ponton Uranium Project Inferred Resource
There has been no change to the Mineral Resource Estimates from 30 June 2018 Annual Report up to the date
of this report.
Figure 07 – Ponton Uranium Project
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2022 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 ESTIMATES
DIRECTORS’ REPORT (Continued)
Figure 08 – Manhattan’s Ponton
Figure 09 – Double 8 Inferred Resources – Double 8, Stallion South, Highway South & Ponton Exploration Targets.
Manhattan Corporation Limited
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
TENEMENTS
During the reporting period the last of the tenements covering the Tibooburra Gold Project with an expiry due in
either 2021 or 2022 were extended beyond June 2026.
The Ponton Project comprises key Exploration Licence E28/1898 and a further Exploration Licence Application
(ELA 28/2454) (Figure 8).
Details of the licences are tabled Below:
Table 1 – Tibooburra Gold Project Tenements
I
Table 2 – Ponton Uranium Project Tenements
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2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
JORC Code, 2012 Edition – Table 1
As required by ASX Listing Rule 5.7, the relevant information and Tables required for previously announced
results under the JORC Code can be found in the following announcements.
In reference to results quoted for previous drilling, please refer to the following announcements for the results and
their respective JORC Tables for the quoted intersections for drill holes using the following prefixes:
▪
▪
▪
▪
▪
▪
▪
▪
▪
“TIBRB” or “AW” – Reported by MHC on the 11/02/2020, “Drilling – Tibooburra Gold Project”;
“NB0001-32” – Reported by MHC on the 25/06/2020, “New High-Grade Gold Discovery”;
“NB0033-72” – Reported by MHC on the 12/10/2020, “Spectacular High-Grade Gold Continues at New Bendigo”;
“NB0072-93” – Reported by MHC on the 10/12/2021 “8m at 40.5 g/t Au intersected including 3m at 105.34 g/t Au”;
“NB0094-107” – Reported by MHC on the 23/03/2022 “Outstanding Wide Zones of Shallow Gold”;
“NB00108-124” – Reported by MHC on the 29/06/22 “Visible Gold and New High Grade at Pioneer”;
“NBD0001-003” – Reported by MHC on the 16/12/2021 “Aircore Discovers New Gold Zone” and 29/07/2021 “2021 March
Quarter Activities Report”;
“NBAC0001-105” – Reported by MHC on the 16/12/2021 “Aircore Discovers New Gold Zone” and 29/07/2021 “2021
March Quarter Activities Report”; and
“NBAC0106-206” – Reported by MHC on the 22/07/2021 and the 30/06/2021 “More High Grade at New Bendigo Main
Zone” and “2021 June Quarter Activity Report”.
In reference to results quoted for the Pioneer Prospect included in text and Figures drill holes AWPN02A and
TP003, results have been recalculated using an 0.5 g/t Au lower grade cut with a maximum of 2m of internal
waste from the previously released results that were tabled with their respective JORC Tables by MHC on the
02/12/2019, “Manhattan to Acquire New High-Grade Gold Project in NSW”.
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 Persons Statement
The information in this Report that relates to Exploration Results for the Tibooburra Project is based on information review by Mr
Kell Nielsen who is the CEO of 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.
Forward looking statements
This announcement may contain certain “forward-looking statements” which may not have been based solely on historical facts,
but rather may be based on the Company’s current expectations about future events and results. Where the Company expresses
or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed
to have a reasonable basis. However, forward looking statements are subject to risks, uncertainties, assumptions and other
factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-
looking statements. Such risks include, but are not limited to third party actions, metals price volatility, currency fluctuations and
variances in exploration results, ore grade or other factors, as well as political and operational risks, and governmental regulation
and judicial outcomes. For a more detailed discussion of such risks and other factors, see the Company’s Annual Reports, as
well as the Company’s other releases. The Company does not undertake any obligation to release publicly any revisions to any
“forward-looking statement” to reflect events or circumstances after the date of this announcement, or to reflect the occurrence of
unanticipated events, except as may be required under applicable securities laws.
Manhattan Corporation Limited
19
2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
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 2022 and
up to the date of this report.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
No matters or circumstance have arisen since 30 June 2022 which significantly affected or could significantly
affect the operations of the consolidated group in future financial years.
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
20
2022 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 2022, 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
5
Mr Marcello Cardaci
Mr Kell Nielsen(1)
Mr John Seton
The late Mr Jens Balkau (2)
Notes:
(1) Mr Nielsen appointed as Director on 24 November 2021 and as CEO on 23 April 2020
(2) The late Mr Balkau ceased as Director on 10 November 2021.
5
3
5
2
3
5
-
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.
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 2022. A copy of that declaration is included on page 27.
Manhattan Corporation Limited
21
2022 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 2021 and 30 June 2022 and
unless otherwise indicated, KMPs for the entire period:
Non–Executive Directors
Mr Marcello Cardaci
Mr John Seton
The late Mr Jens Balkau (2)
Notes:
(1) Mr Nielsen appointed as Director on 24 November 2021 and as CEO on 23 April 2020
(2) The late Mr Balkau ceased as Director on 10 November 2021.
Executive Director and other KMP
Mr Kell Nielsen (1)
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
22
2022 Annual Report to Shareholders
are as follows:
30 June 2022
Director
Mr. M Cardaci
Mr. K Nielsen (1)
Mr. J Seton
The late Mr. J
Balkau (2)
Total
30 June 2021
Director
Mr. M Cardaci
Mr. K Nielsen (1)
Mr. J Seton
The late Mr. J
Balkau (2)
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
Short Term
Options
Base Salary
$
Directors
Fees
$
Consulting
Fees
$
Post
employment
Superannuati
on
$
Share Based
Payment
$
Total
$
Performance
Related
%
-
-
-
-
-
-
-
-
-
42,000
21,000
27,000
13,000
-
200,000
-
-
103,000
200,000
36,000
-
24,000
36,000
-
200,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
42,000
221,000
27,000
13,000
303,000
36,000
200,000
24,000
36,000
296,000
-
-
-
-
-
-
-
-
-
-
Total
Notes:
(1) Mr Nielsen appointed as Director on 24 November 2021 and as CEO on 23 April 2020.
(2) The late Mr Balkau ceased as Director on 10 November 2021.
200,000
96,000
-
-
-
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. K Nielsen (1)
The late Mr. J
Balkau (2)
28/04/2020 10,000,000 28/04/2023
$0.004
$39,000
$0.01 10,000,000
6/04/2020
6,474,138 1/08/2023
$0.002
$12,948
$0.01
6,474,138
Total
Notes:
(1) Mr Nielsen appointed as Director on 24 November 2021 and as CEO on 23 April 2020.
(2) Mr Balkau ceased as Director on 10 November 2021. The share-based payment included in the table relates to the
16,474,138
16,474,138
acquisition of Awati Resources Pty Ltd.
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.
Manhattan Corporation Limited
23
2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
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.
Opening
Balance
Number Issued
Share
Purchases
Share Sales or
Other changes Closing Balance
30 June 2022
Director
Mr. M Cardaci
Mr. K Nielsen (1)
Mr. J Seton (2)
The late Mr. J Balkau (3)
Total
30 June 2021
Director
Mr. M Cardaci
Mr. K Nielsen (1)
Mr. J Seton (2)
The late Mr. J Balkau (3)
3,567,241
2,250,000
1,575,785
25,896,554
33,289,580
3,567,241
1,500,000
25,578,761
25,896,554
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(25,896,554)
3,567,241
2,250,000
1,575,785
-
(25,896,554)
7,393,026
-
750,000
-
-
-
-
(24,002,976)
-
3,567,241
2,250,000
1,575,785
25,896,554
Total
Notes:
Includes shares held directly, indirectly and beneficially by Key Management Personnel.
(1) Mr Nielsen appointed as Director on 24 November 2021 and as CEO on 23 April 2020.
(2) Mr Seton’s holding reflects his resignation as Director of Minvest Securities (New Zealand) and the removal of his
(24,002,976)
33,289,580
56,542,556
750,000
-
beneficial holding in Minvest Securities of 24,002,976
(3) The late Mr Balkau ceased as Director on 10 November 2021.
Manhattan Corporation Limited
24
2022 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
30 June 2022
Director
Mr. M Cardaci
Mr. K Nielsen (1)
Mr. J Seton
The late Mr. J Balkau (2)
Total
30 June 2021
Director
Mr. M Cardaci
Mr. K Nielsen (1)
Mr. J Seton
The late Mr. J Balkau (2)
-
10,000,000
-
6,474,138
16,474,138
-
10,000,000
-
6,474,138
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 10,000,000 10,000,000
-
-
-
-
-
(6,474,138)
-
(6,474,138) 10,000,000 10,000,000
-
-
-
-
-
-
-
- 10,000,000 10,000,000
-
-
-
6,474,138
6,474,138
-
16,474,138
Total
Notes:
Includes shares held directly, indirectly and beneficially by Key Management Personnel.
(1) Mr Nielsen appointed as Director on 24 November 2021 and as CEO on 23 April 2020.
(2) The late Mr Balkau ceased as Director on 10 November 2021.
-
-
- 16,474,138 16,474,138
-
-
-
-
-
-
-
-
-
-
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.
Performance Shares of Key Management Personnel
The late Mr J Balkau, prior to his cessation as Director on 10 November 2021 held 38,844,831 Performance
Shares as part of the acquisition of Awati Resources Pty Ltd on 6 April 2020. The performance shares entitled 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 and expire on the 6 April 2025.
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 and 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.
Manhattan Corporation Limited
25
2022 Annual Report to Shareholders
DIRECTORS’ REPORT (Continued)
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
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 $27,000 (2021: $24,000). This amount is not in addition to the fees
included in the remuneration table within this remuneration report. Nil (2021: $Nil) was outstanding at period end.
These transactions have been entered into on normal commercial terms.
End of Remuneration Report (Audited)
Signed on behalf of the board in accordance with a resolution of the Directors.
Marcello Cardaci
Non-Executive Chairman
29 September 2022
Manhattan Corporation Limited
26
2022 Annual Report to Shareholders
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001
As lead auditor of the audit of Manhattan Corporation Limited for the year ended 30 June
2022, I declare that, to the best of my knowledge and belief, there have been:
• no contraventions of the auditor independence requirements of the Corporations Act
2001 in relation to the audit; and
• no contraventions of any applicable code of professional conduct in relation to the
audit.
This declaration is in respect of Manhattan Corporation Limited and the entities it
controlled during the year.
Rothsay Audit & Assurance Pty Ltd
Daniel Dalla
Director
29 September 2022
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
Profit on sale of assets
Depreciation
Loss before income tax
Consolidated
Notes
30 June 2022
30 June 2021
$
$
561
561
1,080
1,080
(64,608)
(317,682)
(2,803)
(39,141)
(77,043)
-
(35,308)
(536,024)
(77,148)
(374,837)
(14,096)
(32,054)
(78,738)
2,727
(25,954)
(599,020)
Income tax expense
8
-
-
Net loss for the period
(536,024)
(599,020)
Other comprehensive income for the period
-
-
Total comprehensive loss for the period
(536,024)
(599,020)
Loss per share attributable to owners of Manhattan
Corporation Limited
Basic and diluted loss per share (cents per share)
7
0.04
0.04
Manhattan Corporation Limited
28
2022 Annual Report to Shareholders
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Consolidated
Notes
30 June 2022
30 June 2021
$
$
10
11
2,175,354
4,220,680
95,635
74,230
TOTAL CURRENT ASSETS
5(b)
2,270,989
4,294,910
NON-CURRENT ASSETS
Security deposits
Property, plant and equipment
Deferred exploration and evaluation expenditure
11
12
13
198,410
112,402
194,350
139,074
5,234,880
3,496,162
TOTAL NON-CURRENT ASSETS
5,545,692
3,829,586
TOTAL ASSETS
7,816,681
8,124,496
CURRENT LIABILITIES
Trade and other payables
14
308,684
80,475
TOTAL CURRENT LIABILITIES
308,684
80,475
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
308,684
80,475
7,507,997
8,044,021
15
16
28,465,911
28,465,911
5,112,350
5,112,350
(26,070,264)
(25,534,240)
7,507,997
8,044,021
Manhattan Corporation Limited
29
2022 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 2022
30 June 2021
$
$
(425,957)
(569,480)
-
561
-
1,080
NET CASH USED IN OPERATING ACTIVITIES
10
(425,396)
(568,400)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for fixed asset
Receipts for sale of assets
Expenditure on exploration
(8,636)
(165,028)
-
2,727
(1,611,294)
(2,058,873)
NET CASH USED IN INVESTING ACTIVITIES
(1,619,930)
(2,221,174)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Share issue costs
NET CASH FROM FINANCING ACTIVITIES
-
-
-
6,220,500
(184,527)
6,035,973
Net (decrease) / increase in cash held
Cash and cash equivalents at beginning of period
(2,045,326)
4,220,680
3,246,399
974,281
CASH AND CASH EQUIVALENTS AT END OF THE
PERIOD
10
2,175,354
4,220,680
Manhattan Corporation Limited
30
2022 Annual Report to Shareholders
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Notes
Issued
capital
$
Accumulated
payment
losses
reserves
$
$
Total
$
Share based
At 1 July 2020
Loss for the period
Other comprehensive loss
Total comprehensive loss
Transactions with owners in their capacity as owners
22,429,938
(24,935,220)
5,112,350
2,607,068
-
-
-
(599,020)
-
(599,020)
6,405,000
(369,027)
-
-
-
-
-
-
-
(599,020)
-
(599,020)
6,405,000
(369,027)
15 & 16
28,465,911
(25,534,240)
5,112,350
8,044,021
-
-
-
(536,024)
-
(536,024)
-
-
-
(536,024)
-
(536,024)
Issue of share capital
Share issue costs
At 1 July 2021
Loss for the period
Other comprehensive loss
Total comprehensive loss
Transactions with owners in their capacity as owners
At 30 June 2022
15 & 16
28,465,911
(26,070,264)
5,112,350
7,507,997
Manhattan Corporation Limited
31
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDING 30 JUNE 2022
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 2022 was authorised for issue in accordance
with a resolution of the Directors on 29 September 2022.
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 subsidiaries. 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 29 September 2022. 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 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
32
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Going Concern
The Company incurred a loss for the year of $536,024 (2021: $599,020) and a net cash outflow from
operating activities of $425,396 (2021: $568,400).
At 30 June 2022 the Group had cash assets of $2,175,354 (2021: $4,220,680) and working capital
of $2,160,715 (2021: $4,408,785).
The Directors closely monitor the cash position and note operating costs are less than 25% of the
cash balance and that they have the ability to manage discretionary expenditure and commitments
as required. The Directors also note their ability in the past to raise capital and that they have support
from their investor base if further capital is required and consider it appropriate that the financial
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 subsidiaries Manhattan Resources Pty Ltd and Awati Resources Pty Ltd as at 30 June 2022
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.
Manhattan Corporation Limited
33
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
(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 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
34
2022 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 acquisition date 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.
Depreciation
Depreciable non-current assets are depreciated over their expected economic life using either the
straight line or the diminishing value method. Profits and losses on disposal of non-current assets
are taken into account in determining the operating loss for the year. The depreciation rate used for
each class of assets is as follows:
• Motor Vehicles
25%
(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.
Manhattan Corporation Limited
35
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
(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 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.
(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.
Manhattan Corporation Limited
36
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
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 flows.
(n) Employee Benefit Provisions
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.
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 Interpretations
Standards and Interpretations applicable to 30 June 2022
In the year ended 30 June 2022, 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 Group 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 2022. As a result of this review the Directors have determined that there is no
material impact of the Standards and Interpretations on issue not yet adopted on the Company and,
therefore, no change is necessary to Group accounting policies.
Manhattan Corporation Limited
37
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
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 profit or loss.
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.
Manhattan Corporation Limited
38
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
5.
FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest
rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses
on the unpredictability of the financial markets and seeks to minimise potential adverse effects on the
financial performance of the Group. The Group does not use derivative financial instruments, however the
Group uses different methods to measure different types of risk to which it is exposed. These methods
include sensitivity analysis in the case of interest rate and other price risks and aging analysis for credit
risk.
Risk management is carried out by the Board of Directors with assistance from suitably qualified external
and internal advisors. The Board provides written principles for overall risk management and further policies
will evolve commensurate with the evolution and growth of the Group.
(a) Market Risk
(i)
Foreign Exchange Risk
The Group does not currently operate internationally and therefore its exposure to foreign
exchange risk arising from currency exposures is limited.
(ii)
Price Risk
The Group does not currently hold any equity investments so it is not exposed to equity
securities price risk. The Group is not exposed to commodity price risk as the Group is still
carrying out exploration.
(iii) Cash Flow and Fair Value Interest Rate Risk
The Group’s only interest rate risk arises from cash and cash equivalents. Term deposits and
current accounts held with variable interest rates expose the Group to cash flow interest rate
risk. The Group does not consider this to be material to the Group and have therefore not
undertaken any further analysis of risk exposure.
(b) Credit Risk
Credit risk is managed by the Board for the Group. Credit risk arises from cash and cash equivalents
as well as credit exposure including outstanding receivables and committed transactions. All cash
balances held at banks are held at internationally recognised institutions, with minimum
independently rated rates of ‘A’. The majority of receivables are immaterial to the Group. Given this
the credit quality of financial assets that are neither past due or impaired can be assessed by
reference to historical information about default rates.
Manhattan Corporation Limited
39
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
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 $2,469,399 (2021: $4,489,260).
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 2022
30 June 2021
$
2,175,354
294,045
2,469,399
$
4,220,680
268,580
4,489,260
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 profiles 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 $308,684 (2021: $80,475). 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 2022
30 June 2021
Manhattan Resources Pty Ltd
Awati Resources Pty Ltd (“Awati”)
Australia
Australia
100%
100%
100%
100%
Manhattan Corporation Limited
40
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
7.
LOSS PER SHARE
30 June 2022
30 June 2021
Loss used in calculating basic and dilutive EPS
(536,024)
(599,020)
Weighted average number of ordinary shares used in
calculating basic loss per share:
1,526,278,693
1,375,045,816
Number of Shares
There is no impact from 214,000,001 options and 300,000,000 performance shares outstanding at 30 June
2022 (2021: 214,000,001 options and 300,000,000 performance shares) 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
Income tax as reported in the statement of
comprehensive income
Consolidated
30 June 2022
30 June 2021
$
$
-
-
-
-
-
-
(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 25% (2021: 26%)
(536,024)
(134,006)
(599,020)
(155,745)
Increase in income tax due to:
- Non-deductible expenses
- Impact of change in corporate tax rate
- Changes in unrecognised temporary differences
- Unused tax losses not recognised
Income tax attributable to operating loss
-
-
(488,773)
622,779
-
213
470,365
(1,039,248)
724,415
-
Manhattan Corporation Limited
41
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Consolidated
30 June 2022
30 June 2021
$
$
(c) Unrecognised deferred tax balances at 25% (2021: 26%)
The following deferred tax balances have not been
recognised:
Deferred tax assets
Carry forward revenue and capital losses
6,139,585
5,514,556
Accruals
Capital raising costs
Deferred tax liabilities
Exploration expenditure
5,500
67,464
7,750
94,545
6,212,549
5,616,851
1,133,087
1,133,087
671,395
671,395
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.
(d) Change in corporate tax rate:
There has been a legislated change in the corporate tax rate that will apply to future income years.
The impact of this reduction in the corporate tax rate has been reflected in the unrecognised deferred
tax positions and the prima face income tax reconciliation above.
(e)
Tax Consolidation
Manhattan Corporation and its wholly owned Australian subsidiaries are part of an income tax
consolidated group and have entered into tax sharing and tax funding agreements. Under the terms
of these agreements, the subsidiaries will reimburse Manhattan Corporation for any current income
tax payable by Manhattan Corporation arising in respect of their activities. The reimbursements are
payable at the same time as the associated income tax liability falls due and will therefore be
recognised as a current tax-related receivable by Manhattan Corporation when they arise. In the
opinion of the Directors, the tax sharing agreement is also a valid agreement under the tax
consolidation legislation and limits the joint and several liability of the subsidiaries in the event of a
default by Manhattan Corporation.
9.
DIVIDENDS PAID OR PROPOSED
There were no dividends paid or proposed during the year.
Manhattan Corporation Limited
42
2022 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 2022
30 June 2021
$
$
2,175,354
4,220,680
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
(536,024)
(599,020)
Consolidated
30 June 2022
30 June 2021
$
$
Non-cash items
Depreciation
Sale of fixed assets
Exploration expenditure written off
Allocation trade and other receivables to exploration
Allocation trade and other payables to exploration
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
35,308
-
39,141
22,762
(189,327)
(25,465)
228,209
(425,396)
25,954
(2,727)
32,054
112,193
(35,393)
(108,710)
7,249
(568,400)
Cash at bank and in hand earns interest at floating interest rates based on the daily bank rates.
Manhattan Corporation Limited
43
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
11. TRADE AND OTHER RECEIVABLES (CURRENT / NON-CURRENT)
Current
GST receivable
Other
Non-current
Security deposits
Consolidated
30 June 2022
30 June 2021
$
$
90,435
5,200
95,635
69,030
5,200
74,230
198,410
194,350
Security deposits are provided for tenements as surety of potential rehabilitation works and have been re-
classified as a non-current asset.
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.
(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 2022.
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. PROPERTY, PLANT AND EQUIPMENT
Motor vehicles
Cost
Accumulated depreciation
Net book amount
Motor vehicles reconciliation of carrying amount
Carrying amount at beginning of the year
Additions
Depreciation
Carrying amount at the end of the year
2022
$
2021
$
173,664
165,028
(61,262)
(25,954)
112,402
139,074
139,074
-
8,636
165,028
(35,308)
(25,954)
112,402
139,074
Manhattan Corporation Limited
44
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
13. EXPLORATION AND EVALUATION EXPENDITURE
At beginning of the period
Exploration expenditure during the period
Impairment loss
Total exploration and evaluation
Consolidated
30 June 2022
30 June 2021
$
3,496,162
1,777,859
(39,141)
$
1,546,142
1,982,074
(32,054)
5,234,880
3,496,162
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
Accruals
Other creditors
Consolidated
30 June 2022
30 June 2021
$
261,017
47,667
-
308,684
$
49,627
31,000
(152)
80,475
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.
Manhattan Corporation Limited
45
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
15.
ISSUED CAPITAL
(a)
Issued capital
Ordinary shares fully paid
Consolidated
30 June 2022
30 June 2021
$
$
28,465,911
28,465,911
30 June 2022
30 June 2021
Number of
shares
$
Number of
shares
$
(b) Movement in shares on issue
At beginning of the period
1,526,278,693
28,465,911 1,126,278,693
22,429,938
Issue for cash
less fundraising costs
-
-
-
-
400,000,000
6,405,000
-
(369,027)
At 30 June
1,526,278,693
28,465,911 1,526,278,693
28,465,911
(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.
(d) Capital risk management
The Group’s capital comprises share capital, reserves less accumulated losses amounting to
$7,507,997 at 30 June 2022 (2021: $8,044,021). 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 year 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.
Manhattan Corporation Limited
46
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
(e)
Share options
At 30 June 2022, there were 514,000,001 unissued ordinary shares under options (30 June 2021:
514,000,001 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. No options or performance shares were issued during the year.
Information relating to the Manhattan Corporation Employee Share Option Plan, including details of
options issued under the plan, is set out in note 21(a).
16. RESERVES
Share-based payment reserve
Movements in Reserves
Share-based payment reserve
At beginning of the period
At end of period
Consolidated
30 June 2022
30 June 2021
$
$
5,112,350
5,112,350
5,112,350
5,112,350
5,112,350
5,112,350
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 21 for further details of the options issued during the period.
Manhattan Corporation Limited
47
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
17. RELATED PARTY TRANSACTIONS
(a) Details of key management personnel
The following persons were Directors of Manhattan during the Financial Year:
Name
Position
Marcello Cardaci
Non-Executive Chairman
Kell Nielsen
Chief Executive Officer – appointed as Director on 24 November 2021 and
John Seton
Non-Executive Director
as CEO on 23 April 2020.
The late Jens Balkau
Non-Executive Director – ceased on 10 November 2021
(b) Remuneration of Key Management Personnel
Short term employee benefits
Total remuneration
(c)
Loans to Key Management Personnel
Consolidated
30 June 2022
30 June 2021
$
303,000
303,000
$
296,000
296,000
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 partner in the firm of Gilbert + Tobin Lawyers. Gilbert + Tobin Lawyers
has provided legal services of $2,256 (2021: $12,206) 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 2022.
19. SUBSEQUENT EVENTS AFTER END OF FINANCIAL YEAR
No matters or circumstance have arisen since 30 June 2022 which significantly affected or could
significantly affect the operations of the consolidated group in future financial years.
Manhattan Corporation Limited
48
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
20. AUDITOR’S REMUNERATION
Consolidated
30 June 2022
30 June 2021
$
$
The auditor of Manhattan Corporation Limited is Rothsay Audit & Assurance Pty Ltd
Amounts received or due and receivable by Rothsay Audit & Assurance Pty Ltd for:
- an audit or review of the financial report of the entity and any
other entity in the Consolidated group
31,000
34,000
- tax compliance services in relation to the entity and any other
entity in the consolidated group
-
31,000
-
34,000
21. 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.
Listed options 1
6 April 2020
1 August 2023
$0.01
$0.0020
Incentive unlisted
options 2
28 April 2020
28 April 2023
$0.01
$0.0039
200,000,001
14,000,000
-
-
-
-
-
-
200,000,001
14,000,000
Grant Date
Expiry Date
Exercise price
Value per security
Balance 30 June
2021
Granted
Expired
Vested
Balance 30 June
2022
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
49
2022 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
50
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
22. PARENT ENTITY INFORMATION
The following information related to the parent entity, Manhattan Corporation Limited, at 30 June 2022. 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 2022
30 June 2021
$
1,886,440
7,289,068
9,175,508
72,687
1,461,655
1,534,342
$
4,165,700
7,314,504
11,480,204
33,805
3,311,637
3,345,442
7,641,166
8,134,762
28,465,911
5,112,350
28,465,911
5,112,350
(25,937,095)
(25,443,499)
Total Equity
7,641,166
8,134,762
Loss for the period
Other comprehensive income for the period
Total comprehensive loss for the period
23. 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 2022.
30 June 2022
30 June 2021
$
$
(493,596)
(514,236)
-
-
(493,596)
(514,236)
30 June 2022
30 June 2021
$
70,074
633,500
703,574
$
27,180
517,000
544,180
Manhattan Corporation Limited
51
2022 Annual Report to Shareholders
NOTES TO THE FINANCIAL STATEMENTS (Continued)
24. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
The Directors are of the opinion that there are no contingent liabilities or contingent assets as at 30 June
2022.
25.
INTERESTS IN JOINT VENTURES
Manhattan currently has no Joint Venture interests.
Manhattan Corporation Limited
52
2022 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 32 to 52 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 2022 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 2022, 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 2022.
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
29 September 2022
Manhattan Corporation Limited
53
2022 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 2022,
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 2022 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 – Going Concern
How our Audit Addressed the Key Audit Matter
The financial statements have been prepared on
a going concern basis. We note that the Group has
a cash balance of $2.2 million, current assets of
$2.3 million, current liabilities of $0.3 million
and generated a loss of $0.5 million and cash
outflows of $2.0 million.
Going concern was therefore considered a key
audit matter.
Our procedures included:
•
•
•
Review of management’s assessment of
going concern;
Review of budgets and results subsequent to
year end; and
Assessing the appropriateness of the related
disclosures in the financial report.
Key Audit Matter – Impairment of Assets
How our Audit Addressed the Key Audit Matter
The Group has significant capitalised exploration
and evaluation expenditure of $5,234,880,
comprising 64% of the total assets of the Group.
Our procedures in reviewing the need for impairment
of the exploration and evaluation assets included but
were not limited to the following:
is subject to a significant
We note that assessment for impairment of these
assets
level of
judgement. Management reviewed capitalised
exploration and evaluation expenditure for any
indicators of impairment in accordance with AASB
6 Exploration for and Evaluation of Mineral
Resources.
•
•
the
reasonableness of
Reviewing
the
management’s assessment of the indicators
of impairment; and
Reviewing the compliance of management’s
assessment with AASB 6.
We have also assessed the appropriateness of the
disclosures included in the financial report.
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 2022, 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.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
MANHATTAN CORPORATION LIMITED (continued)
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.
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.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
MANHATTAN CORPORATION LIMITED (continued)
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 2022.
In our opinion the remuneration report of Manhattan Corporation Limited for the year ended 30 June 2022
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 Audit & Assurance Pty Ltd
Daniel Dalla
Director
Dated 29 September 2022
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 23 September 2022.
Substantial Holders
Substantial holders in the Company are set out below:
Ordinary Shares
UBS Nominees Pty Ltd
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
86
120
87
917
1,126
2,336
34,775
354,458
755,200
48,390,668
1,476,743,592
1,526,278,693
Number held % Units
83,061,000
5.44
There were 952 holders of ordinary shares holding less than a marketable parcel.
Top Twenty Share Holders
Rank
Name
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
J & J Bandy Nominees Pty Ltd
Mr Noel Ross Archer
Australian Leisure Equity Pty Ltd
Jet Capital Pty Ltd
Mr Malcolm Alexander Briody
HSBC Custody Nominees (Australia) Limited
Argonaut Equity Partners Pty Ltd
Mr Jason Bontempo & Mrs Tiziana Battista
DJ Coughlan Drilling Pty Ltd
Motte & Bailey Pty Ltd
NEWD Corp Pty Ltd
RWH Nominees Pty Ltd
Well Forever Pty Ltd
Mr Clive James Currie
BR Corporation Pty Ltd
Generation Four Investments Pty Ltd
Well Profits Pty Ltd
DNP Paribas Nominees Pty Ltd
Units
% Units
83,061,000
42,616,709
40,264,389
35,106,291
33,196,141
27,463,558
25,000,000
24,461,665
20,000,474
20,000,000
20,000,000
16,000,000
16,000,000
15,959,849
15,083,121
12,006,546
12,000,000
11,850,283
11,538,888
11,375,196
5.44
2.79
2.64
2.30
2.17
1.80
1.64
1.60
1.31
1.31
1.31
1.05
1.05
1.05
0.99
0.79
0.79
0.78
0.76
0.75
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)
Total Remaining Holders Balance
492,984,110
1,033,294,583
32.30
67.70
Manhattan Corporation Limited
58
2022 Annual Report to Shareholders
ASX ADDITIONAL INFORMATION (Continued)
Top Twenty Option Holders
Rank
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Mr Jason Bontempo & Mrs Tiziana Battista
Lamerton Pty Ltd
Jet Capital Pty Ltd
Jorac Pty Ltd
Ausdrill International Pty Ltd
Ratdog Pty Ltd
Argonaut Equity Partners Pty Ltd
Mr Noel Ross Archer
Aralad Management Pty Ltd
Konkera Pty Ltd
Mr Michael & Mrs Rachel Henderson
The Little Big Company Pty Ltd
Mr Thomas Preston Niquet Olden
Argonaut Investments Pty Ltd
Mr Mark Willian Kirk
Mrs Janice Elaine Chisholm
Mr Michael Grant Henderson & Mrs Rachel Maree Henderson
Kembla No 10 Pty Ltd
Wilhaja Pty Limited
Mr George Andrew Bourdis & Mrs Maria Bourdis
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.
Units
% Units
43,819,600
25,000,000
20,000,000
14,610,284
10,946,462
7,500,000
6,500,000
5,476,572
5,000,000
5,000,000
4,000,000
4,000,000
3,600,000
2,103,250
2,100,000
2,000,000
2,000,000
2,000,000
2,000,000
1,966,247
21.91
12.50
10.00
7.31
5.47
3.75
3.25
2.74
2.50
2.50
2.00
2.00
1.80
1.05
1.05
1.00
1.00
1.00
1.00
0.98
169,622,415
30,377,586
84.81
15.19
Manhattan Corporation Limited
59
2022 Annual Report to Shareholders
ASX ADDITIONAL INFORMATION (Continued)
Interests in Tenements Held
Project
Ponton
Northern Licences
Southern Licenses
Tenement
Number
E28/1898
E28/2454
Tenure
Title Holder 1
Manhattan
Manhattan
EL 9202
EL 7437
EL 8691
EL 8688
EL 8602
EL 8603
EL 8607
EL 8689
EL 8690
EL 8742
EL 9010
EL 9024
EL 9092
EL 9093
EL 9094
Awati
Awati
Awati
Awati
Awati
Awati
Awati
Awati
Awati
Awati
Awati
Awati
Awati
Awati
Awati
Interest %
Status of Tenure
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
22 Sub blocks
surrendered
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Note (1): The registered holder of the tenements are Manhattan Corporation Limited (“Manhattan”) and Awati
Resources Pty Ltd (“Awati”).
Manhattan Corporation Limited
60
2022 Annual Report to Shareholders