NL ANNUAL REPORT FINANCIAL YEAR ENDED 30 JUNE 2016 ABN: 64 107 985 651 CONTENTS Corporate Directory Review of Operations Directors’ Report Auditor’s Independence Declaration Corporate Governance Statement Statement of Profit or Loss and Other Comprehensive Income Statement of Financial Position Statement of Changes in Equity Statement of Cash Flows Notes to and forming part of the Financial Statements Directors’ Declaration Independent Auditor’s Report Tenement Details Other Information - 2 - 3 4 11 18 19 20 21 22 23 24 38 39 41 42 CORPORATE DIRECTORY DIRECTORS NEVILLE BASSETT Non-Executive Chairman GRAEME CLATWORTHY Executive Director GEORGE SAKALIDIS Executive Technical Director COMPANY SECRETARY Rudolf Tieleman REGISTERED OFFICE Ground Floor 10 Outram Street, West Perth WA 6005 Telephone (08) 9485 2836 Facsimile (08) 9321 6571 WEBSITE www.meteoric.com.au FOR SHAREHOLDER INFORMATION CONTACT SHARE REGISTRY Security Transfer Registrars Pty Ltd 770 Canning Highway, Applecross WA 6153 Telephone (08) 9315 2333 Facsimile (08) 9315 2233 FOR INFORMATION ON THE COMPANY CONTACT PRINCIPAL & REGISTERED OFFICE Ground Floor 10 Outram Street, West Perth WA 6005 Telephone (08) 9485 2836 Facsimile (08) 9321 6571 BANKERS Bank of Western Australia Ltd Hay Street, West Perth WA 6005 AUDITORS Greenwich & Co Audit Pty Ltd Chartered Accountants Level 2, 35 Outram Street, West Perth WA 6005 STOCK EXCHANGE Australian Securities Exchange (ASX) COMPANY CODE MEI (Fully paid shares) ISSUED CAPITAL 203,268,395 fully paid ordinary shares 2,550,000 options to acquire fully paid shares exercisable at $0.0915 by 27 December 2016 5,000,000 options to acquire fully paid shares exercisable at $0.045 by 31 January 2017 9,000,000 options to acquire fully paid shares exercisable at $0.02 by 30 June 2018 9,000,000 options to acquire fully paid shares exercisable at $0.012 by 9 September 2020 - 3 - REVIEW OF OPERATIONS PROJECT SUMMARIES Meteoric Resources is a diversified mineral explorer with copper-gold, iron and diamond projects in Australia and a graphite project under application in Spain. During the year, Meteoric elected to dilute its interest at the Webb Diamond Joint Venture where exploration continued at the major kimberlite field. Webb is the first discovery of a large kimberlite field in Australia in more than twenty years. High grade gold and copper hits at Barkly confirmed the identification of a large copper-gold target at Barkly. WEBB DIAMOND JOINT VENTURE (Meteoric 19% and right to acquire 16% of E80/4506 – Diluting) Figure 1 Webb Kimberlite Field, Aeromagnetic Image During the 2015-2016 financial year, the Joint Venture collected 213 Loam samples that were submitted for detailed analysis. The total weight of samples collected weighed approximately 23 Tonnes. 19 Microdiamonds were recovered from this extensive loam sampling and infill loam sampling programmes. 24 microdiamonds have been recovered to date within the joint venture tenements. The distribution of these microdiamonds is sufficiently spatially coherent to be interpreted as a broad surface microdiamond dispersion anomaly (Figure 2.). Approximately 80% of the total microdiamonds recovered are located in the northern portion of the project area and of these 75% are situated within two ‘hot spots’ with areas of 40km2 and 6km2. The larger ‘hot spot’ trends in a NW-SE direction over a distance of 14km and has a width of 4km. The ‘hot spots’ are both characterised by a greater number of microdiamonds and with larger dimensions up to 0.4mm. While the significance of this broad microdiamond anomaly which encompasses an area of approximately 150km2 is speculative, the company remains highly encouraged by the persistence of the anomaly in repeated loam sampling programs, the presence of larger microdiamonds and the emergence of two ‘hotspot’ areas (Figure 2) where there is a higher incidence of microdiamonds. Within the revised broader microdiamond cluster (see ASX MEI 28 Oct, 2015) there remain 42 untested kimberlite targets which have been identified from the detailed aeromagnetic survey undertaken by the Joint Venture in 2014. To date, the JV has identified 51 kimberlites by drilling from the field of 280 magnetic targets. Drilling of untested kimberlite targets located within the broad microdiamond cluster in the northern portion of the project area is expected later this year. - 4 - REVIEW OF OPERATIONS Sample ID 1310_008 1310_013 1310_038 1310_054 1401_042 1401_045 1401_067 14001_075 14001_083 1401_099 1401_101 14001_135 1401_142 15001_031 15001_057 15001_069 15001_074 15001_087 15003_002 15003_012 15003_023 15003_028 15004_001 Figure 2 Location of Surface Microdiamonds and Kimberlite Bodies with Indicator Minerals Sourced from the Diamond Stability Field Table 1 Webb Microdiamond Descriptions Sample Type Microdiamond dimensions mm 2013 Loam Sampling Diamond Description loam loam loam loam loam loam loam Loam Loam loam loam Loam loam Loam Loam Loam Loam Loam Loam Loam Loam Loam Loam 0.3x0.2x0.1 0.1x0.1x0.1 0.15x0.15x0.1 0.17x0.15x0.1 Diamond - pale green, subtransluscent, included, irregular Diamond - well formed cubo-octahedron, pale brown, clear Diamond - Greenish yellow, fractured or resorbed, rounded, transluscent, irregular Diamond - yellow macle 2014 Loam Sampling 0.2 x 0.18 x 0.1 0.15 x 0.15 x 0.1 0.1 x 0.1 x 0.1 0.1 x 0.1 x 0.1 1 x 0.2 x 0.15 x 0.1 1 x 0.2 x 0.15 x 0.15 0.28 x 0.2 x 0.2 0.15 x 0.15 x 0.1 1 x 0.13 x 0.12 x 0.1 0.1 x 0.1 x 0.1 1 x 0.1 x 0.1 x 0.1 1 x 0.4 x 0.3 x 0.1 1 x 0.4 x 0.3 x 0.2 1 x 0.25 x 0.15 x 0.15 1 x 0.3 x 0.3 x 0.2 1 x 0.25 x 0.2 x 0.15 1 x 0.2 x 0.2 x 0.15 1 x 0.2 x 0.15 x 0.15 1 x 0.2 x 0.2 x 0.15 1 x 0.2 x 0.15 x 0.1 Diamond - colourless irreg Diamond - rounded, dark green irreg, Diamond - mauve irregular cube. Diamond - cream opaque part cube Diamond - colourless, irreg with some octa faces. Small inclusions Diamond - colourless, frosted irregular. Diamond; colourless, transparent, part flat faced octa. Diamond; colourless, irregular with fine trigonal surfaces Diamond - colourless, frosted irregular. Diamond; part cube, sub-translucent, colourless Diamond - opaque cube, pale brown. Branching growth type Diamond - colourless irregular with octahedral growth plates Diamond - colourless fragment. Fractured in testing Diamond - colourless, partial octahedron Diamond - colourless, fragment with fine octa etch in part Diamond - colourless, octa, flat, stepped surfaces Diamond - colourless, irregular Diamond - colourless, well-formed, octa Diamond - colourless, flat faced octahedron, ragged terminations Diamond - pale pinkish-brown, elongate, complex octahedron - 5 - REVIEW OF OPERATIONS WARREGO NORTH PROJECT (Meteoric 100% Subject to Farm-in) Meteoric holds a granted exploration licence (EL23764, 74.5sq km) over magnetic and gravity anomalies near the old Warrego copper-gold mine (1.3M ozs gold, 91,000t copper), the largest mine in the Tennant Creek mineral field. Previous exploration results have identified several large high magnetic susceptibility targets some with pronounced coincident gravity anomalies similar in character to quartz- magnetite-chlorite ironstones associated with high-grade copper-gold-bismuth mineralisation elsewhere in the mineral field. The target areas are situated north and northwest of the Warrego mine as shown in Figure 3. The largest of these targets is Parakeet, situated 15km NW of Warrego. Meteoric has carried out processing and interpretation of ground magnetic, gravity and induced polarisation (IP) data at Parakeet. The processing includes 3D forward and inversion modelling of the ground magnetic and gravity data as well as 2D modelling of the IP. The Parakeet prospect is associated with two strong magnetic anomalies comparable in intensity with magnetic anomalies associated with copper gold ore bodies in the mineral field. Historical drilling to depths of up to 200m at Parakeet has demonstrated anomalous copper, gold and bismuth values and ironstone alteration characteristic of Tennant Creek style iron oxide-copper-gold mineralisation. In more detail, the ground magnetic anomalies and associated gravity anomalies highlight three specific targets at Parakeet. All three targets have recorded historical drill intercepts with anomalous copper, gold or bismuth values. 3D inversion modelling of the ground magnetic data has identified a further three bodies bringing to six the total number of modelled bodies at Parakeet with magnetic susceptibility values greater than 0.4 SI units, characteristic of ironstone bodies at Tennant Creek. Significantly, modelling of the ground magnetics, together with results of down hole magnetic surveys, indicate that the source of the magnetic anomalies at Parakeet has not been tested by the previous drilling, which appears to have intersected what could be the copper halo over a large copper-gold system at depth. It should be noted that these targets are interpretive at this stage and there has been insufficient exploration to estimate a mineral resource and it is uncertain whether further exploration will result in the estimation of a mineral resource. Interpretation of aeromagnetic data suggests the presence of a strong NW-trending structure through Parakeet which could be a parallel structure to, or the extension of, the Navigator Fault, a major structure associated with the Warrego deposit, indicating a favourable structural setting for Parakeet. Additional magnetic and gravity targets which have not been fully tested on EL23764 include Bustard, south of Parakeet and Cuddihy and Pipeline east of the Warrego granite. Further details on the Parakeet targets are shown in MEI ASX release of 14 May 2014. Farm-in Agreement with Chalice Gold Mines Ltd Under the terms of the agreement CGM has a minimum commitment to drill at least one deep diamond drill hole at Parakeet within the first year. The earn-in has two stages: CGM may earn a 51% interest by sole funding $400,000 within three years and may elect to earn an additional 19% by sole funding another $400,000 within a further two years. A full form agreement will be completed after CGM has completed its minimum commitment and confirmed its intention to continue to earn in. Upon CGM earning an interest a contributing joint venture will be formed with normal provisions for dilution and pre-emptive rights. High grade Tennant Creek-style copper-gold deposits such as Warrego (7Mt at 8g/t Au and 2% Cu) are very attractive, high value targets. The directors of Meteoric are most encouraged by the results of the geophysical modelling which indicates potential for a large copper-gold system below the previous drilling at Parakeet and welcome the association with CGM which provides the opportunity to test this and other attractive targets near the Warrego mine. - 6 - REVIEW OF OPERATIONS Figure 3. Warrego North Aeromagnetic Targets BARKLY (Meteoric 30%, subject to farmout) Blaze International Limited (BLZ) is in a Farm-In Joint Venture Agreement with Meteoric Resources NL (Barkly JV) over the highly prospective Barkly Copper-Gold project. The project is located around 30 km east of the town of Tennant Creek in the Northern Territory (Figure 4). The Bluebird copper-gold prospect at the Barkly Project is emerging as a significant new discovery for BLZ. Drilling has identified a Tennant Creek-style copper-gold-bismuth mineralised occurrence at Bluebird. Mineralisation is open to the east, west, and at depth. Nine “Bluebird Lookalike” magnetic/gravity exploration targets have been identified within the Barkly JV exploration licence. The Company believes these targets have the potential to produce further new discoveries in the area. Work Completed A high power DHTEM survey of BBDD0004 was completed during the year. The data generated by the survey is currently being processed and interpreted. Several subtle electromagnetic responses were detected by the survey. These will be 3D modelled and targeted for future drilling programs. The copper sulphides at Bluebird are likely to be moderately conductive and relatively discontinuous, so even subtle responses could be quite significant. A drill hole rehabilitation program was also completed during the year. All of the holes drilled by Blaze International at Bluebird have now been fully rehabilitated as per industry standard practice. Detailed petrology work on the high grade mineralisation intersected by BBDD0002 was also completed. This work provided some clarity on the alteration assemblage and mineral associations at Bluebird, which will help prioritise future exploration programs and economic evaluations. Field mapping and ground checking of exploration targets was also undertaken. - 7 - Figure 4 - Location of the Barkly Cu-Au-Bi project REVIEW OF OPERATIONS Phase III drilling is now scheduled for the second half of 2016 and will aim to test the following: 1. 2. 3. 4. 5. The interpreted high grade gold position on the lower ironstone contact The extension of the primary copper-gold-bismuth mineralisation at depth Test the lateral extents of the supergene enrichment zone Test the magnetic anomaly generated by the 3D magnetic probe survey completed on BBDD0004 Test the subtle off-hole conductors generated by the DHTEM survey of BBDD0004 Other Targets With-in the Barkly Project Reprocessing of magnetic and gravity geophysical datasets earlier in the year allowed the Company to fingerprint the signature of the Bluebird host ironstone and identify other similar features within the Barkly Project area. A number of targets were generated and ranked based on coincident magnetic, gravity, and/or geochemical anomalies similar to Bluebird or other deposits in the Tennant Creek Mineral Field (TCMF). Nine of the highest ranking targets were field checked and mapped during the year. Field observations were positive or neutral over all of the targets visited. This means that no targets were downgraded by the field observations. In most cases the targets are obscured by soil cover. This is interpreted as a positive, particularly in the context of Bluebird where the ironstone and the mineralisation do not develop until at least 40m below surface. There is no expression of the Bluebird mineralisation at surface as the weathering profile appears to be strongly leached in the top 40m. Figure 5 First vertical derivative ground magnetic image of the Barkly project showing remnant magnetic anomalies as white stars, high priority targets as labelled yellow stars, NE trending structural interpretation as black lines and the gravity ridge in light grey hatching. - 8 - REVIEW OF OPERATIONS Figure 6 Residual gravity image of the Barkly project showing remnant magnetic anomalies with white stars, high priority targets as labelled yellow stars, NE trending structural interpretation as black lines and the gravity ridge hatched in light grey. PERSEVERANCE (Meteoric 68.43%, Emmerson Resources 31.57%) Following grant of a permit to carry out geophysical surveys and drilling, Meteoric is continuing discussions regarding a possible farmout of its interest in this copper-gold prospect near Bluebird, subject to agreement from its existing joint venture partner. - 9 - REVIEW OF OPERATIONS CORTEGANA GRAPHITE PROJECT (Meteoric 100%, application) During the year Meteoric Resources, at the request of the Huleva Delegation, re-lodged an amended Investigation Permit over several crystalline flake graphite occurrences in the Aracena Metamorphic Belt, Huelva province. Following discussions with the Delgacion Territorial, Meteoric Resources reduced the area of the Investigation Permit application from 210 quadriculas to 124 quadriculas shown in Figure 7. Figure 7 Investigation Permit H14913 Geological research has shown the graphite occurrences in the Aracena Metamorphic Belt to be mainly of the stratabound type and coarsely crystalline and flaky, with graphite crystals ranging from 0.25-1mm in size. This type of coarse crystalline graphite commands a premium price in the market and forms an attractive target for exploration and possible development in an area of good infrastructure close to markets. Graphite has traditionally been considered to be an industrial mineral used in the manufacture of refractories, batteries, steel, brake linings and lubricants. However, research has shown that coarse crystalline graphite can be processed to form graphene, a product with many extraordinary properties. Graphene is 200 times stronger than steel by weight, conducts heat and electricity with great efficiency, is nearly transparent and has special electrical properties. Graphene usage is forecast to expand exponentially in the semiconductor, electronics, battery energy and composite materials industries. Thus coarse crystalline graphite is now becoming a high technology material. Competent Person Statement The information in this report that relates to Exploration Results is based on information compiled or reviewed by Roger Thomson BSc (Hons), ARSM, a Competent Person, who is a Member of the Australian Institute of Geoscientists and the Australasian Institute of Mining and Metallurgy. Roger Thomson is the principal of Regor Consulting Pty Ltd, a consultant to Meteoric Resources. Roger Thomson has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the ‘Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Roger Thomson holds equity securities in Meteoric Resources. Roger Thomson consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. Competent Person Statement The information in this report that relates to Exploration Results is based on information compiled or reviewed by Tom Reddicliffe BSc (Hons), MSc. Tom Reddicliffe, a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Tom Reddicliffe is a self-employed consultant to the Meteoric Resources NL - GeoCrystal Limited joint venture and a director of GeoCrystal Limited. Tom Reddicliffe has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the 'Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Tom Reddicliffe consents to the inclusion in this report of his information in the form and context in which it appears. - 10 - DIRECTORS’ REPORT Your directors present their report on the Company for the year ended 30 June 2016. DIRECTORS The following persons were directors of Meteoric Resources NL (“Meteoric”) during the full year ended 30 June 2016 and up to the date of this report: Neville Bassett Graeme Clatworthy George Sakalidis PRINCIPAL ACTIVITIES The principal activities of the Company during the year were to explore mineral tenements in Western Australia, Northern Territory and Spain. RESULTS FROM OPERATIONS During the year the Company recorded an operating loss of $940,457 (2015: $413,972). The operating loss includes $524,100 in respect of “equity-settled share based payments”. This was not a cash outlay and was brought to account by virtue of a requirement at law. Net of this figure, the operating loss for that year was $416,357. DIVIDENDS No amounts have been paid or declared by way of dividend by the Company since the end of the previous financial year and the Directors do not recommend the payment of any dividend. REVIEW OF OPERATIONS A review of operations is covered elsewhere in this Annual Report. EARNINGS PER SHARE Basic and diluted loss per share for the financial period was 0.54 cents (2015: 0.36 cents). FINANCIAL POSITION The Company’s cash position as at 30 June 2016 was $348,156, an increase from the 30 June 2015 cash balance which was $150,992. SIGNIFICANT CHANGES IN STATE OF AFFAIRS During the year, a Placement was effected to persons who qualified to participate in an excluded offer for the purpose of section 708 of the Corporations Act 2001, including professional and sophisticated investors whereby 48,000,000 shares were issued at $0.008 each resulting in an amount of $384,000 being raised. Also during the year, the directors appointed Otsana Capital (“Otsana”) upon commercial terms to act as corporate advisor to the Company. Otsana agreed to provide corporate/financial advice and early in their term of appointment, the Company entered into a binding Heads of Agreement with People Post Pty Ltd (the “Uber of couriers”), a company which they had introduced, to acquire all of its issued capital, subject to due diligence (“DD”) having been successfully conducted. The directors undertook the requisite DD but on 17 March 2016 advised the Australian Securities Exchange that the parties to the Heads of Agreement had agreed not to proceed with the transaction. The Otsana agreement was thereupon also terminated and in compliance with the terms of the Otsana agreement, Otsana was paid corporate advisory fees of $20,000 and nominees were issued with two tranches of shares totalling 26,000,000 ordinary fully paid shares in MEI. Other than as noted above, there were no significant changes in the state of affairs of the Company during the financial period. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR No material matters have occurred subsequent to the end of the financial year which requires reporting on other than those which have been noted above or reported to ASX. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS Likely developments in the operations of the Company and the expected results of those operations in future financial years have not been included in this report as the directors believe, on reasonable grounds, that the inclusion of such information would be likely to result in unreasonable prejudice to the Company. During the year, the Company reviewed a number of additional opportunities, both local and overseas. To date, the board of directors (the Board or Board of Directors) has not elected to pursue any of these opportunities and continues to seek and review potential acquisitions that are aimed at adding shareholder value. ENVIRONMENTAL ISSUES The Company carries out exploration operations in Australia which are subject to environmental regulations under both Commonwealth and State legislation. The Company’s exploration manager is responsible for ensuring compliance with regulations. During or since the financial period there have been no known significant breaches of these regulations. - 11 - DIRECTORS’ REPORT INFORMATION ON DIRECTORS AND COMPANY SECRETARIES Neville Bassett Non-Executive Chairman Mr Bassett is a Chartered Accountant operating his own corporate consulting business, specialising in the area of corporate, financial and management advisory services. Mr Bassett has been involved with numerous public company listings and capital raisings. His involvement in the corporate arena has also taken in mergers and acquisitions, and includes significant knowledge and exposure to the Australian financial markets. Mr Bassett has experience in matters pertaining to the Corporations Act, ASX listing requirements, corporate taxation and finance. He is a director or company secretary of a number of public and private companies. He is a non-executive chairman of this company, Meteoric Resources NL (appointed 29 November 2012), non-executive chairman of Ram Resources Ltd (appointed 22 March 2004), non-executive director of Vector Resources NL (appointed 22 April 2010), non-executive director of Laconia Resources NL (appointed 8 May 2015), non-executive director of WHL Energy Ltd (appointed 5 February 2016) and non-executive director of Pointerra Ltd (appointed 30 June 2016), each of which is ASX listed. During the past three years Mr Bassett has held the following ASX listed company directorships; Mamba Minerals Ltd (13 August 2010 to 13 August 2013) and The Gruden Group Ltd (previously Exoma Energy Limited) (20 August 2014 to 13 May 2016). Mr Bassett has a relevant interest in 850,000 ordinary fully paid shares and 2,500,000 options to acquire fully paid shares. Graeme Clatworthy Executive Director Mr Clatworthy holds a bachelor of business majoring in accounting. He accumulated over 28 years of experience in the stockbroking industry and has gained a vast understanding of the Australian Capital Markets. He is executive director of this company, Meteoric Resources NL (appointed 29 November 2012) and a non-executive director of Rift Valley Resources Ltd, each of which is ASX listed. Mr Clatworthy has a relevant interest in 1,475,000 ordinary fully paid shares and 3,000,000 options to acquire fully paid shares. George Sakalidis Executive Technical Director Mr Sakalidis is an exploration geophysicist with over 30 years’ industry experience, during which time his career has included extensive gold, diamond, base metals and mineral sands exploration. Mr Sakalidis has been involved in a number of significant mineral discoveries, including the Three Rivers and Rose gold deposits and the Dongara Mineral Sand Deposits and the Boonanarring-Gingin South-Helene Mineral Sand Deposits in Western Australia and he was involved in the tenement applications over the Silver Swan nickel deposit. He was also involved with the tenement application of the recently discovered Monty Cu mineralisation adjacent to the Degrussa Cu deposit. He is executive technical director of this company, Meteoric Resources NL (since the company was incorporated 13 February 2004), Image Resources NL (since incorporation on 4 July 1992) and Magnetic Resources NL (reappointed 29 January 2016) each of which is ASX listed. He resigned from being a founding director of ASX listed companies Emu NL on 8 November 2013 and Potash West NL on 26 November 2014. Mr Sakalidis has a relevant interest in 6,471,413 ordinary fully paid shares and 3,250,000 options to acquire fully paid shares. Rudolf Tieleman Company Secretary Mr Tieleman is an accountant with over 25 years’ experience in public practice. He has extensive knowledge in matters relating to the operation and administration of listed mining companies in Australia. AUDIT COMMITTEE At the date of this report the Company does not have a separately constituted Audit Committee as all matters normally considered by an audit committee are dealt with by the full Board. REMUNERATION COMMITTEE At the date of this report, the Company does not have a separately constituted Remuneration Committee and as such, no separate committee meetings were held during the year. All resolutions made in respect of remuneration matters were dealt with by the full Board. MEETINGS OF DIRECTORS During the financial year ended 30 June 2016, the following director meetings were held: Neville Bassett Graeme Clatworthy George Sakalidis Eligible to Attend Attended 5 5 5 5 5 5 - 12 - DIRECTORS’ REPORT REMUNERATION REPORT (Audited) Names of and positions held by key management personnel (defined by the Australian Accounting Standards as being “those people having authority and responsibility for planning, directing, and controlling the activities of an entity, either directly or indirectly. This includes an entity's directors”) in office at any time during the financial year are: Key Management Person Position Neville Bassett Graeme Clatworthy George Sakalidis Rudolf Tieleman Non-Executive Chairman Executive Director Executive Technical Director Company Secretary The Company’s policy for determining the nature and amounts of emoluments of key management personnel is set out below: Key Management Personnel Remuneration and Incentive Policies At the date of this report, the Company does not have a separately constituted Remuneration Committee (“Committee”) as all matters normally considered by such a Committee are dealt with by the full Board. When constituted, its mandate will be to make recommendations to the Board with respect to appropriate and competitive remuneration and incentive policies (including basis for paying and the quantum of any bonuses), for key management personnel and others as considered appropriate to be singled out for special attention, which: motivates them to contribute to the growth and success of the Company within an appropriate control framework; aligns the interests of key leadership with the interests of the Company’s shareholders; are paid within any limits imposed by the Constitution and make recommendations to the Board with respect to the need for increases to any such amount at the Company’s annual general meeting; and in the case of directors, only permits participation in equity-based remuneration schemes after appropriate disclosure to, due consideration by and with the approval of the Company’s shareholders. Non-Executive Directors Non-executive directors are not provided with retirement benefits other than statutory superannuation entitlements. To the extent that the Company adopts a remuneration structure for its non-executive directors other than in the form of cash and superannuation, disclosure shall be made to stakeholders and approvals obtained as required by law and the ASX listing rules. Incentive Plans and Benefits Programs The Board, acting in its capacity as a Remuneration Committee, is to: review and make recommendations concerning long-term incentive compensation plans, including the use of equity-based plans, administer equity-based and employee benefit plans and discharge any responsibilities under those plans, including making and authorising grants, in accordance with the terms of those plans; ensure that, where practicable, incentive plans are designed around appropriate and realistic performance targets that measure relative performance and provide remuneration when they are achieved; and review and, if necessary, improve any existing benefit programs established for employees. Retirement and Superannuation Payments Prescribed benefits were provided by the Company to all directors by way of superannuation contributions to externally managed complying superannuation funds during the year. These benefits were paid as superannuation contributions to satisfy (at least) the requirements of the Superannuation Contribution Guarantee Act and in satisfaction of any salary sacrifice requests. All contributions were made to accumulation type funds selected by the director and accordingly actuarial assessments were not required. Relationship between Company Performance and Remuneration There is no relationship between the financial performance of the Company for the current or previous financial year and the remuneration of the key management personnel. Remuneration is set having regard to market conditions and encourage the continued services of key management personnel. Use of Remuneration Consultants The Company did not employ the services of any remuneration consultant during the financial year ended 30 June 2016. - 13 - DIRECTORS’ REPORT Key Management Personnel Remuneration Year ended 30 June 2016 Key Management Person Neville Bassett Graeme Clatworthy George Sakalidis Rudolf Tieleman Total Key Management Person Neville Bassett Graeme Clatworthy George Sakalidis Michael Robson (Resigned 19.9.2014) Peter Thomas (Resigned 19.9.2014) Rudolf Tieleman Total Consultant Agreements Short-term benefits Fees & contractual payments ($) Post- employment Statutory superannuation ($) 40,000 73,000 40,000 49,830 3,800 6,935 3,800 - 202,830 14,535 Total cash and cash equivalent benefits ($) Equity-settled share based payments ($) Total ($) 50,050 87,435 50,050 52,330 6,250 7,500 6,250 2,500 22,500 239,865 43,800 79,935 43,800 49,830 217,365 Year ended 30 June 2015 Short-term benefits Fees & contractual payments ($) Post- employment Statutory superannuation ($) Total cash and cash equivalent benefits ($) Equity-settled share based payments ($) 35,833 65,833 37,848 6,562 6,562 58,534 211,172 3,404 6,254 3,404 623 623 - 39,237 72,087 41,252 7,185 7,185 58,534 14,308 225,480 - - - - - - - Total ($) 39,237 72,087 41,252 7,185 7,185 58,534 225,480 A consulting agreement has been executed between the Company and Mr Sakalidis’ nominated associated entity under which Mr Sakalidis delivers consulting services to the Company. Either party may, in its sole and absolute discretion, terminate the engagement by providing 30 days written notice. The Company may, at its option, elect to pay the consultant the equivalent remuneration for the period of the notice and dispense with the notice period. There are no provisions for the payment of any other termination payments. No termination payments were made during the year ended 30 June 2016. Other major provisions of those agreements are set out as follows: Contracted entity Term of agreement Rate Review period Increase Leeman Pty Ltd (G Sakalidis) No set term $155.00 per hour Annually on 1 July Discretionary by Board Messrs Bassett, Clatworthy and Tieleman do not have employment contracts with the Company save to the extent that the Company’s constating documents comprise the same. Guaranteed Rate Increases There are no guaranteed rate increases fixed in the contracts of any of the key management personnel. - 14 - DIRECTORS’ REPORT DIRECTORS’ INTERESTS Shares held by Key Management Personnel The number of shares and partly-paid contributing shares (called, forfeited and cancelled during the year) in the Company held at the beginning and end of the year and net movements during the financial year by key management personnel and/or their related entities are set out below: 30 June 2016: Name Neville Bassett – Ordinary shares Neville Bassett – Contributing shares Graeme Clatworthy - Ordinary shares Graeme Clatworthy - Contributing shares George Sakalidis - Ordinary shares George Sakalidis - Contributing shares Rudolf Tieleman - Contributing shares Total Ordinary shares Total Contributing shares Balance at the start of Share movements Balance at the end of the the year 850,000 550,000 1,475,000 - 6,471,413 2,688,462 500,000 8,796,413 3,738,462 - (550,000) - - - (2,688,462) (500,000) - (3,738,462) year 850,000 - 1,475,000 - 6,471,413 - - 8,796,413 - - 15 - DIRECTORS’ REPORT Options held by Key Management Personnel The number of options over fully paid ordinary shares in the Company held at the beginning and end of the year and net movements during the financial year by key management personnel and/or their related entities are set out below: 30 June 2016: Name Balance at the Granted Lapsed during Other Balance at the Vested & start of the during the the year changes end of the exercisable at year year as during the year the end of the remuneration year Neville Bassett Graeme Clatworthy George Sakalidis Rudolf Tieleman Total - - 750,000 400,000 1,150,000 2,500,000 3,000,000 2,500,000 1,000,000 9,000,000 - - - - - - - - (1,400,000) (1,400,000) 2,500,000 3,000,000 3,250,000 - year 2,500,000 3,000,000 3,250,000 - 8,750,000 8,750,000 The details of the options are stated below: Options over Fully Paid Ordinary Shares Entitlement is to acquire one fully paid ordinary share for each option held Granted on 27.12.2011 for nil cash Granted on 9.9.2015 for nil cash consideration consideration Valued at $0.0592 each at date of grant Valued at $0.0025 each at grant date Exercisable at $0.0915 each Exercisable at $0.012 each Expire 27.12.2016 Expire 9.9.2020 Neville Bassett Graeme Clatworthy George Sakalidis Total End of Remuneration Report. - - 750,000 750,000 2,500,000 3,000,000 2,500,000 8,000,000 - 16 - DIRECTORS’ REPORT EMPLOYEES At 30 June 2016, aside from directors who are for tax purposes treated as employees, the Company’s only other employees were part-time or casual staff. The same position prevailed at 30 June 2015. CORPORATE STRUCTURE Meteoric is a no liability company incorporated and domiciled in Australia. ACCESS TO INDEPENDENT ADVICE Each director has the right, so long as he is acting reasonably in the interests of the Company and in the discharge of his d uties as a director, to seek independent professional advice and recover the reasonable costs thereof from the Company. The advice shall only be sought after consultation about the matter with the chairman (where it is reasonable that the chairm an be consulted) or, if it is the chairman that wishes to seek the advice or it is unreasonable that he be consulted, another director (if that be reasonable). The advice is to be made immediately available to all Board members other than to a director against whom privil ege is claimed. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS The Company has entered into agreements indemnifying, to the extent permitted by law, all the directors and officers of the Company against all losses or liabilities incurred by each director and officer in their capacity as directors and officers of the Company. During the year an amount of $6,013 (2015: $6,701) was incurred in insurance premiums for this purpose. OPTIONS As at the date of this report there are the following unquoted options over unissued ordinary shares in the Company: (a) (b) (c) (d) 2,550,000 exercisable at $0.0915 per option on or before 27 December 2016 to acquire a fully paid share; 5,000,000 exercisable at $0.045 per option on or before 31 January 2017 to acquire a fully paid share; 9,000,000 exercisable at $0.02 per option on or before 30 June 2018 to acquire a fully paid share. 9,000,000 exercisable at $0.012 per option on or before 9 September 2020 to acquire a fully paid share. Option holders do not have any rights to participate in any issues of shares or other interest of the Company. For details of options issued to directors and executives, refer to the Remuneration Report above. PROCEEDINGS ON BEHALF OF THE COMPANY No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to 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 part of those proceedings. AUDITOR’S INDEPENDENCE DECLARATION A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out in this annual report. Signed in accordance with a resolution of the directors GRAEME CLATWORTHY EXECUTIVE DIRECTOR Perth 29 September 2016 - 17 - CORPORATE GOVERNANCE STATEMENT This statement is provided in compliance with the ASX Corporate Governance Council’s (the Council) Corporate Governance Principles and Recommendations Third Edition (“Principles and Recommendations”) . The Company has resolved that for so long as it is admitted to the official lists of the ASX, it shall abide by the Principles and Recommendations, subject however to instances where the Board of Directors that a Council recommendation is not appropriate to its particular circumstances. The Board encourages all key management personnel, other employees, contractors and other stakeholders to monitor compliance with this Corporate Governance manual and periodically, by liaising with the Board, management and staff, especially in relation to observable departures from the intent of these policies and with any ideas or suggestions for improvement. Suggestions for improvements or amendments can be made at any time by providing a written note to the chairman. Website Disclosures In order to streamline the content of this Annual Report and pursuant to the disclosure options mandated by the Council, the Company has elected to publish its Corporate Governance Statement in compliance with ASX Listing Rule 4.10.3 on its website at www.meteoric.com.au under the “Corporate Governance” tab. - 19 - STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 30 June 2016 Revenue: Interest income Profit on sale of non-current assets Other income Expenses: Depreciation expense Exploration and tenement expenses Share based payments expense Other expenses (Loss) before income tax expense Income tax expense (Loss) from continuing operations Other comprehensive income: Changes in the fair value of available-for-sale financial assets Other comprehensive income for the year, net of tax Total comprehensive income for the year Total comprehensive income for year attributable to members of the Company Basic (loss) per share (cents per share) Diluted (loss) per share (cents per share) The accompanying notes form part of these financial statements. Notes 10 10 19 3 4 6 6 2016 ($) 1,372 6,638 16,215 (3,195) (8,623) (524,100) (428,764) (940,457) - (940,457) - - (940,457) (940,457) (0.54) (0.54) 2015 ($) 7,906 386,100 714 (4,960) (395,708) - (408,024) (413,972) - (413,972) - - (413,972) (413,972) (0.36) (0.36) - 20 - STATEMENT OF FINANCIAL POSITION As at 30 June 2016 Current Assets Cash and cash equivalents Trade and other receivables Other assets Total Current Assets Non-Current Assets Property, plant and equipment Other financial assets Total Non-Current Assets TOTAL ASSETS Current Liabilities Trade and other payables Total Current Liabilities TOTAL LIABILITIES NET ASSETS Equity Contributed equity Reserves Accumulated losses TOTAL EQUITY Notes 7 8 9 10 11 2015 ($) 348,156 23,869 5,350 2015 ($) 150,992 308,933 237 377,375 460,162 235 39,044 39,279 11,337 39,970 51,307 416,654 511,469 12 138,319 179,078 138,319 179,078 138,319 179,078 278,335 332,391 13 13 12,629,694 273,154 (12,624,513) 11,775,615 240,832 (11,684,056) 278,335 332,391 The accompanying notes form part of these financial statements. - 21 - STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2016 Contributed Equity (Net of Costs) ($) Available for Sale Financial Assets Reserve Capital ($) Share Based Payments Reserve Accumulated Losses ($) ($) Total ($) Balance at 1.7.2014 11,640,455 7,444 327,510 (11,360,384) Operating (loss) for the year Shares issued during the year Share issue costs Expired Options Decrease in Available For Sale Financial Assets Reserve - 142,000 (6,840) - - Balance at 30.6.2015 11,775,615 - - - - - - - (413,972) - - (90,300) 90,300 (3,822) 3,622 - - 237,210 (11,684,056) Balance at 1.7.2015 11,775,615 3,622 237,210 (11,684,056) Operating (loss) for the year - Shares issued for cash during the year Contributing shares paid up during the year Share issue costs Share based payments expense Decrease in Available For Sale Financial Assets Reserve 384,000 2,943 (34,464) 501,600 - Balance at 30.6.2016 12,629,694 - - - - - (978) 2,644 - - - 10,800 22,500 - (940,457) - - - - - 270,510 (12,624,513) 615,025 (413,972) 142,000 (6,840) - (3,822) 332,391 332,391 (940,457) 384,000 2,943 (23,664) 524,100 (978) 278,335 The accompanying notes form part of these financial statements. - 22 - STATEMENT OF CASH FLOWS For the year ended 30 June 2016 CASH FLOWS FROM OPERATING ACTIVITIES Cash payments to suppliers and contractors Interest received Notes 2016 ($) (408,615) 1,372 2015 ($) (394,452) 7,906 Net cash (used in) operating activities 14 (407,243) (386,546) CASH FLOWS FROM INVESTING ACTIVITIES Payments for exploration and evaluation Purchase of new prospects Decrease / (increase) in security deposits Receipts from sale of Wilthorpe, net of costs Proceeds from sale of fixed assets (59,828) - (52) 286,463 14,545 (263,264) (2,024) 25,680 82,366 - Net cash provided by / (used in) investing activities 241,128 (157,242) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from new issues of shares Share issue costs 386,943 (23,664) 112,000 (6,840) Net cash provided by financing activities 363,279 105,160 Net increase / (decrease) in cash held Cash and cash equivalents at the beginning of the financial year 197,164 150,992 (438,628) 589,620 Cash and cash equivalents at the end of the financial year 7 348,156 150,992 The accompanying notes form part of these financial statements. - 23 - NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2016 This financial report includes the financial statements and notes of the Company. NOTE 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial statements were authorised for issue on 29 September 2016. The following is a summary of the material accounting policies adopted by the Company in the preparation of the financial report. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated. Reporting Basis and Conventions The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. Going Concern The financial statements have been prepared on the going concern basis that contemplates normal business activities and the realisation of assets and extinguishment of liabilities in the ordinary course of business. Cash and cash equivalents on hand as at the date of this report was approximately $190,000. The going concern basis is dependent upon the Company raising sufficient funds to pay its debts as and when they fall due. In the Directors’ opinion, at the date of signing the financial report there are reasonable grounds to believe that the matters set out above will be achieved and have therefore prepared the financial statements on a going concern basis. Should the Directors not achieve the matters set out above, there is significant uncertainty whether the Company will be able to continue as a going concern. The financial report does not include any adjustments relating to the recoverability or classification of recorded asset amounts, nor to the amounts or classification of liabilities which might be necessary should the Company not be able to continue as a going concern. Accounting Policies (a) Revenue Interest revenue is recognised on a proportional basis taking into account interest rates applicable to the financial asset. All revenue is stated net of the amount of goods and services tax (GST). (b) Employee Benefits Provision is made for the Company’s liability for employee benefits arising from services rendered by non-casual employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. There is no liability for annual or long service leave entitlements. (c) Exploration and Evaluation Expenditure All exploration and evaluation expenditure is expensed to Statement of Profit or Loss and Other Comprehensive Income as incurred. The effect of this is to increase the loss incurred from continuing operations as disclosed in the Statement of Profit or Loss and Other Comprehensive Income and to decrease the carrying values of total assets in the Statement of Financial Position. That the carrying value of mineral assets, as a result of the operation of this policy, is zero does not necessarily reflect the Board’s view as to the market value of that asset. (d) Acquisition of Assets The cost method is used for all acquisitions of assets regardless of whether shares or other assets are acquired. Cost is determined as the fair value of assets given up at the date of acquisition plus costs incidental to the acquisition. Costs relating to the acquisition of new areas of interest are classified as either exploration and evaluation expenditure or mine properties based on the stage of development reached at the date of acquisition. (e) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST except where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable. Receivables and payables in the Statement of Financial Position are shown inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position. - 24 - NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2016 Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. (f) Income Tax The income tax expense for the year comprises current income tax expense and deferred tax expense. Current income tax expense charged to the Statement of Profit or Loss and Other Comprehensive Income is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities and assets are therefore measured at the amounts expected to be paid to or recovered from the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses, if any in fact are brought to account. Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. (g) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, and other short-term highly liquid investments with original maturities of three months or less. (h) Impairment of Assets At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the Statement of Profit or Loss and Other Comprehensive Income. This policy has no application where paragraph (c) (Exploration and Evaluation Expenditure) applies. (i) Earnings per Share (i) (ii) Basic Earnings per Share – Basic earnings per share is determined by dividing the loss from continuing operations after related income tax expense by the weighted average number of ordinary shares outstanding during the financial period. Diluted Earnings per Share – Options that are considered to be dilutive are taken into consideration when calculating the diluted earnings per share. (j) Property, plant and equipment Each class of plant, equipment and motor vehicles is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses. Plant, equipment and motor vehicles are measured on the cost basis. The carrying amounts of plant, equipment and motor vehicles are reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. Depreciation The depreciable amount of all plant, equipment and motor vehicles are depreciated on a straight-line basis over the asset’s useful life to the Company commencing from the time the asset is held ready for use. The depreciation rates used for the class of plant, equipment and motor vehicle depreciable assets range between 20% and 100% . The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each Statement of Financial Position date. - 25 - NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2016 An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the Statement of Profit or Loss and Other Comprehensive Income. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings. (k) Financial Instruments Recognition and Initial Measurement Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the Company commits itself to either the purchase or sale of the asset. Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified at fair value through profit and loss, in which case transaction costs are expensed to profit and loss immediately. Classification and Subsequent Measurement Finance instruments are subsequently measured at either of fair value, amortised cost using the effective interest rate method, or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Amortised cost is calculated as: the amount at which the financial asset or financial liability is measured at initial recognition; less principal repayments; plus or minus the cumulative amortisation of the difference, if any, between the amount initially calculated using the effective interest method; and recognised and the maturity amount less any reduction for impairment. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit and loss. The Company does not designate any interests in joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Company’s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity or determinable payments. They are subsequently measured at fair value with changes in such fair value (i.e. gains and losses) recognised in other comprehensive income (except for impairment losses and foreign exchange gains and losses). When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit and loss. Available-for-sale financial assets are included in current assets where they are expected to be sold within 12 months after the end of the reporting period. All other financial assets are classified as non-current assets. Financial liabilities Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost. Fair Value Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models. The expression “fair value” – and derivatives thereof – wherever used in this report bears the meaning ascribed to that expression by the Australian Accounting Standards Board. “Fair value” commonly does not reflect realisable value and the Board of Directors does not represent that stated fair values reflect their view of market or realisable values. This observation is over-riding and shall prevail over any inconsistent possible interpretation. - 26 - NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2016 Impairment At each reporting date, the Company assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the profit or loss. Financial Guarantees Where material, financial guarantees issued, which require the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due, are recognised as a financial liability at fair value on initial recognition. The guarantee is subsequently measured at the higher of the best estimate of the obligation and the amount initially recognised less, when appropriate, cumulative amortisation in accordance with AASB 118: Revenue. Where the entity gives guarantees in exchange for a fee, revenue is recognised under AASB 118. The fair value of financial guarantee contracts has been assessed using a probability weighted discounted cash flow approach. The probability has been based on: the likelihood of the guaranteed party defaulting in a year period; the proportion of the exposure that is not expected to be recovered due to the guaranteed party defaulting; and the maximum loss exposed if the guaranteed party were to default. De-recognition Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. (l) Provisions Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. (m) Leases Lease payments for operating leases (where substantially all the risks and benefits remain with the lessor) are charged as an expense in the periods in which they are incurred. Lease incentives under operating leases, if any, are recognised as a liability and amortised on a straight-line basis over the life of the lease term. (n) Contributed Equity Ordinary share capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. (o) Share-based Payments and Value Attribution to Equity Remuneration/Benefits Share-based compensation benefits provided to directors are approved in general meeting by members. Share-based benefits provided to non-directors are approved by the Board of Directors and form part of that employee’s remuneration package. The International Financial Reporting Standards specifies that a valuation technique must be applied in determining the fair value of employees’ or directors’ stock options as at their grant date. No particular model is specified. In respect of share options granted to company officers, the (theoretical) fair value is recognised upon vesting as an employee benefit expense with a corresponding increase in equity. The theoretical fair value of the option is independently calculated at the date of request for approval by the shareholders taking into account the terms and conditions upon which the options were granted, the effects of non-transferability, exercise restrictions and behavioural considerations. Upon the exercise of options, the balance of the share-based payments reserve relating to those options is transferred to share capital. In respect of share options granted to non-company officers, the (theoretical) fair value is recognised upon vesting as an expense with a corresponding increase in equity. The theoretical fair value of the option is calculated at the date of grant taking into account the terms and conditions upon which the options were granted, the effects of non-transferability, exercise restrictions and behavioural considerations using the Black-Scholes Option Pricing Model, an industry accepted method of valuing equity instruments. Upon the exercise of options, the balance of the share-based payments reserve relating to those options is transferred to share capital. (p) Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial period. (q) Segment Reporting Operating segments are reported in a manner that is consistent with the internal reporting to the chief operating decision makers which have been identified by the company as the Board of Directors. - 27 - NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2016 (r) Critical Accounting Estimates, Assumptions, and Judgements The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data obtained both externally and from within the Company. Taxation Balances disclosed in the financial statements and the notes thereto related to taxation are based on best estimates by directors. These estimates take into account both the financial performance and position of the Company as they pertain to current income tax legislation and the directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The current tax position represents the directors’ best estimate pending an assessment being received from the Australian Taxation Office. Environmental Issues Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental legislation and the directors understanding thereof. At the current stage of the Company’s development and its current environmental impact, the directors believe such treatment is reasonable and appropriate. Share based payments Share-based payment transactions, in the form of options to acquire ordinary shares, are ascribed a fair value using the Black-Scholes Option Pricing Model. This model uses assumptions and estimates as inputs. (s) New Accounting Standards for Application in Future Periods There are a number of new Accounting standards and Interpretations issued by the AASB that are not yet mandatorily applicable to the Company and have not been applied in preparing these financial statements. The Company does not plan to adopt these standards early. These standards are not expected to have a material impact on the Company in the current or future reporting periods. NOTE 2 OPERATING SEGMENTS Segment Information Identification of reportable segments The Company has identified that it operates in only one segment based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The Company's principal activity is mineral exploration. Revenue and assets by geographical region The Company's revenue is received from sources and assets which are located wholly within Australia. Major customers Due to the nature of its operations, the Company does not provide products and services. - 28 - NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2016 NOTE 3 EXPENDITURE Other Expenses Occupancy costs Filing and ASX Fees Corporate and management Other expenses from continuing operations NOTE 4 INCOME TAX EXPENSE The components of tax expense comprise: Current tax Deferred tax asset/liability The prima facie tax on loss from ordinary activities before income tax is reconciled to income tax as follows: Loss from continuing operations before income tax Prima facie tax benefit attributable to loss from continuing operations before income tax at 30% Tax effect of Non-allowable items Other Deferred tax benefit on tax losses not brought to account Income tax attributable to operating loss Unrecognised temporary differences Net deferred tax assets (calculated at 30%) have not been recognised in respect of the following items: Prepayments Provisions Unrecognised deferred tax assets relating to the above temporary differences Unrecognised deferred tax assets The Company has accumulated tax losses of $11,922,027 (2015: $11,482,422). The potential deferred tax benefit of these losses ($3,576,608) will only be recognised if: 2016 ($) 58,303 25,416 237,365 107,680 428,764 2016 ($) - - - 940,457 282,137 (150,256) (131,881) - (1,605) 7,050 5,445 2015 ($) 42,719 20,004 238,466 106,835 408,024 2015 ($) - - - 413,972 124,192 (2,686) (121,506) - (71) 12,969 12,898 (i) the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the losses and deductions to be released; (ii) the Company continues to comply with the conditions for deductibility imposed by the law; and (iii) no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the losses. - 29 - NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2016 NOTE 5 AUDITORS REMUNERATION Amounts received or due and receivable by the auditors of the Company for: Auditing and reviewing the financial report Other NOTE 6 EARNINGS PER SHARE The following reflects the earnings and share data used in the calculation of basic and diluted earnings per share Loss for the year Earnings used in calculating basic and diluted earnings per share Weighted average number of ordinary shares used in calculating basic and diluted earnings per share 2016 ($) 25,800 - 25,800 2016 ($) 2015 ($) 21,200 - 21,200 2015 ($) (940,457) (940,457) (413,972) (413,972) 172,960,333 115,741,353 The Company had 25,550,000 options (2015 – 7,780,000) over fully paid ordinary shares on issue at balance date. Options are considered to be potential ordinary shares. However, they are not considered to be dilutive in this period and accordingly have not been included in the determination of diluted earnings per share. NOTE 7 CASH AND CASH EQUIVALENTS Cash at bank NOTE 8 TRADE AND OTHER RECEIVABLES Trade receivables (i) Sundry receivables (i) – Trade receivables year ended 30 June 2015 related to sale of Wilthorpe NOTE 9 OTHER ASSETS Prepayments 2016 ($) 348,156 348,156 2016 ($) 23,869 - 23,869 2016 ($) 5,350 2015 ($) 150,992 150,992 2015 ($) 303,734 5,199 308,933 2015 ($) 237 - 30 - NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2016 NOTE 10 PROPERTY, PLANT AND EQUIPMENT Plant, equipment and motor vehicles Less: Accumulated depreciation Reconciliations of the carrying amounts of plant and equipment from the beginning to the end of the financial year. Plant and equipment Carrying amount at beginning of year Additions Disposals Profit on disposals Depreciation expense Total plant, equipment and motor vehicles at end of year NOTE 11 OTHER FINANCIAL ASSETS Non-Current Available-for-sale financial assets – shares in listed corporations Security deposits NOTE 12 TRADE AND OTHER PAYABLES Trade creditors and accruals GST and tax withholdings payable 2016 ($) 11,457 (11,222) 235 11,337 - (14,545) 6,638 (3,195) 235 2016 ($) 2,644 36,400 39,044 2016 ($) 116,258 22,061 138,319 2015 ($) 31,457 (20,120) 11,337 16,297 - - - (4,960) 11,337 2015 ($) 3,622 36,348 39,970 2015 ($) 146,291 32,787 179,078 - 31 - NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2016 NOTE 13 ISSUED CAPITAL 2016 2015 No. $ No. $ Contributed Equity – Ordinary Shares At the beginning of the year Placement to acquire residual interest in tenements Placement of shares at $0.008 Conversion of partly-paid shares into fully paid shares during the year Transfer of calls paid on partly-paid shares in previous years Placement of shares at $0.008 Issue of shares to corporate consultant in accordance with contractual arrangements (Tranche 1) Issue of shares to corporate consultant in accordance with contractual arrangements (Tranche 2) Share issuance costs Closing balance: Contributed Equity – Contributing Shares – Partly-paid At the beginning of the year Partly-paid shares converted into fully paid shares Balance of partly-paid shares with unpaid calls forfeited, auctioned and cancelled Closing balance: Reserves Available-for sale financial assets reserve Share Based Payments reserve (i) Closing balance 129,253,682 - - 14,713 - 48,000,000 15,000,000 11,705,907 - - 2,943 69,708 384,000 214,500 11,000,000 287,100 113,253,682 2,000,000 14,000,000 - 11,570,747 30,000 112,000 - - - - - - - - - - 203,268,395 (34,464) 12,629,694 - 129,253,682 (6,840) 11,705,907 27,504,727 (14,713) (27,490,014) 69,708 - (69,708) 27,504,727 - - 69,708 - - - - 27,504,727 69,708 2,644 270,510 273,154 3,622 237,210 240,832 (i) The reserve is used to recognise the fair value of options issued. Options The Company had the following options over un-issued fully paid ordinary shares at the end of the year: Options exercisable at $0.2370 on or before 21.12.2015 to acquire fully paid ordinary shares (Lapsed 21.12.2015) Options exercisable at $0.0915 on or before 27.12.2016 to acquire fully paid ordinary shares Options exercisable at $0.045 on or before 31.1.2017 to acquire fully paid ordinary shares Options exercisable at $0.02 on or before 30.6.2018 to acquire fully paid ordinary shares Options exercisable at $0.012 on or before 9.9.2020 to acquire fully paid ordinary shares Total Options Terms and condition of contributed equity - 2,550,000 5,000,000 9,000,000 9,000,000 25,550,000 230,000 2,550,000 5,000,000 - - 7,780,000 Ordinary Fully Paid Shares Ordinary shares have the right to receive dividends as declared and, in the event of winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of shares held, regardless of the amount paid up thereon. On a show of hands, every holder of fully paid ordinary shares present at a meeting in person or by proxy, is entitled to one vote and upon a poll, each member present in person or by proxy or by attorney or duly authorised representative shall have one vote for each fully paid ordinary share. Contributing Shares Contributing shares required a further payment of $0.20 to become fully paid. A first and final call was made during the year. Unpaid calls were forfeited and auctioned. As no bids were received in respect of these forfeited shares, the shares were cancelled. - 32 - NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2016 NOTE 14 CASH FLOW INFORMATION Reconciliation of operating loss after income tax with funds used in operating activities: Operating (loss) after income tax Depreciation and amortisation Exploration expenditure (Net of recoupments) Profit on Sale of Non-Current Assets Share based payments – Company officers Share based payments – Corporate consultants Changes in operating assets and liabilities: (Increase) / Decrease in trade and other receivables relating to operating activities Decrease / (Increase) in prepayments Increase in trade and other payables in relation to operating activities Increase / (Decrease) in payables in relation to share application receipts Cash flow from operations Non-cash financing activity – refer to Note 19 2016 ($) (940,457) 3,195 8,623 (6,638) 22,500 501,600 (1,398) (5,113) 10,445 - (407,243) 2015 ($) (413,973) 4,960 9,608 - - - (3,876) (130) 19,636 (2,771) (386,546) TENEMENT EXPENDITURES CONDITIONS AND LEASING COMMITTMENTS NOTE 15 The Company has certain obligations to perform minimum exploration work on the tenements in which it has an interest. These obligations may in some circumstances, be varied or deferred. Tenement rentals and minimum expenditure obligations which may be varied or deferred on application are expected to be met in the normal course of business. The minimum statutory expenditure requirement on the granted tenements for the next twelve months amounts to $683,000. Of this amount, $663,000 is expected to be met by JV participants as a result of various negotiated joint ventures. The Company has the ability to diminish its exposure under these commitments through the application of a variety of techniques including applying for exemptions from the regulatory expenditure obligations, surrendering tenements, relinquishing portions of tenements or entering into farm-out agreements whereby third parties bear the burdens of such obligation in whole or in part. In conjunction with Magnetic Resources NL, the Company has leased office premises and car-parking facilities at 22 Delhi Street West Perth. The lease and car-parking licence is for a three-year term expiring on 9 April 2017. The Company’s portion of the commitment for the year ended 30 June 2016 amounts to $39,204 (net of GST) with the total residual commitment from 1 July 2016 until the expiry of the lease (as based on the current monthly payments) is $30,396. At present, the office and car-parking has been sublet on a monthly basis. JOINT VENTURES NOTE 16 The Company is or has been party to a number of unincorporated exploration joint ventures which involves the “farming out” (diluting) of its interest in selected tenements. The following is a list of unincorporated exploration joint ventures under which the Company has diluted and may yet dilute its original interest: Name of Joint Venture and Project Geocrystal JV – Webb Diamond Project Blaze JV – Barkly Project Emmerson/Santexco JV – Perseverance Project Chalice Gold JV - Warrego North Project NOTE 17 TENEMENT ACCESS Native Title and Freehold % Interest 19% with one tenement held as to 16% 30%, potential dilution to 20% 68.43% 100%, diluting All or some of the tenements in which the Company has an interest are or may be affected by native title. The Company is not in a position to assess the likely effect of any native title impacting the Company. The existence of native title and heritage issues represent, as a general proposition, a serious threat to explorers and miners, not only in terms of delaying the grant of tenements and the progression of exploration development and mining operations, but also in terms of costs arising consequent upon dealing with aboriginal interest groups, claims for native title and the like. As a general proposition, a tenement holder must obtain the consent of the owner of freehold before conducting operations on the freehold land. Unless it already has secured such rights, there can be no assurance that the Company will secure rights to access those portions (if any) of the Tenements encroaching freehold land but, importantly, native title is extinguished by the grant of freehold so if and whenever the Tenements encroach freehold the Company is in the position of not having to abide by the Native Title Act in respect of the area of encroachment albeit aboriginal heritage matters still be of concern. - 33 - NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2016 NOTE 18 EVENTS SUBSEQUENT TO REPORTING DATE No material matters have occurred subsequent to the end of the financial year which requires reporting on other than those which have been noted above or reported to ASX. NOTE 19 EQUITY-SETTLED SHARE BASED PAYMENTS On 9 September 2015, 9,000,000 share options were granted to directors and the company secretary to take up ordinary shares. The options are exercisable on or before 9 September 2020 at $0.012 each, are not listed, hold no voting or dividend rights, are transferable and vested immediately upon issue. The options were calculated by an independent valuer using the Hull-White binomial algorithm. Each option was ascribed a fair value of $0.0025 using the following factors: Exercise price: Life of option: Expected share price volatility: Risk-free interest rate: Share price on grant date: 1.5 times the volume weighted average price over a period of 30 days Assumed to be $0.01275 for the purposes of this calculation 5 years Between 35% and 52% 2.31% $0.0085 The resulting “fair value” of $22,500 has been shown as an expense in the Statement of Profit or Loss and Other Comprehensive Income. On 12 November 2015, 9,000,000 share options were granted to nominees of the Company’s share brokers in accordance with a contractual agreement. The options are exercisable on or before 30 June 2018 at $0.02 each, are not listed, hold no voting or dividend rights, are transferable and vested immediately upon issue. Each option was ascribed a fair value of $0.0012, calculated using the Black-Scholes Option Pricing Model applying the following inputs: Exercise price: Life of option: Expected share price volatility: Risk-free interest rate: Share price on grant date: $0.02 960 days 41.5% 3.00% $0.011 The resulting “fair value” of $10,800 has been shown as an expense as a Capital Raising Cost in the Balance Sheet (see Statement of Changes in Equity). As reported in the Directors’ Report, nominees of Otsana Capital were issued with a total of 26,000,000 ordinary fully paid shares. The deemed consideration of the first tranche of 15,000,000 shares was valued using a Volume Weighted Average Price (“VWAP”) of $0.0143, a calculated value of $214,500. The deemed consideration of the second and final tranche of 11,000,000 shares was valued using a VWAP of $0.0261, a calculated value of $287,100. The resulting total deemed consideration of $501,600 has been shown as an expense in the Statement of profit or Loss and Other Comprehensive Income. NOTE 20 RELATED PARTY AND RELATED ENTITY TRANSACTIONS During the year the following related party transactions were entered into by the company: Name of the related entity Total amount invoiced Description of services Magnetic Resources NL Rift Valley Resources NL $62,981 $13,890 Office/storage rent sharing and office facilities Registered and serviced office facilities Particulars of contractual arrangements and financial benefits provided to the key management personnel are detailed in the directors’ report. The total amount owing to directors and/or director-related parties (including GST) at 30 June 2016 was $28,484 (2015: $13,687). NOTE 21 CONTINGENT LIABILITIES Native Title Tenements are commonly (but not invariably) affected by native title. The Company is not in a position to assess the likely effect of any native title impacting the Company. The existence of native title and heritage issues represent, as a general proposition, a serious threat to explorers and miners, not only in terms of delaying the grant of tenements and the progression of exploration development and mining operations, but also in terms of costs arising consequent upon dealing with aboriginal interest groups, claims for native title and the like. - 34 - NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2016 NOTE 22 FINANCIAL INSTRUMENTS DISCLOSURE (a) Financial Risk Management Policies The Company’s financial instruments consist of deposits with banks, receivables, available-for-sale financial assets and payables. Risk management policies are approved and reviewed by the Board. The use of hedging derivative instruments is not contemplated at this stage of the Company’s development. Specific Financial Risk Exposure and Management The main risks the Company is exposed to through its financial instruments, are interest rate and liquidity risks. Interest Rate Risk Exposure to interest rate risk arises on financial assets and financial liabilities recognised at reporting date whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. Liquidity Risk The Company manages liquidity risk by monitoring forecast cash flows, cash reserves, liquid investments, receivables and payables. Capital Risk The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern so that they may continue to provide returns for shareholders and benefits for other stakeholders. Due to the nature of the Company’s activities being mineral exploration, the Company does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Company’s capital risk management is the current working capital position against the requirements of the Company to meet exploration programmes and corporate overheads. The Company’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raising as required. The working capital position of the Company at 30 June 2016 and 30 June 2015 was as follows: Cash and cash equivalents Trade and other receivables Trade and other payables Working capital position Credit Risk 2016 ($) 348,156 23,869 (138,319) 233,706 2015 ($) 150,992 308,933 (179,078) 280,847 The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the Statement of Financial Position and notes to the financial statements. There is no material amounts of collateral held as security at balance date. The following table provides information regarding the credit risk relating to cash and cash equivalents based on credit ratings: AAA rated AA rated A rated 2016 ($) - - 348,156 The credit risk for counterparties included in trade and other receivables at balance date is detailed below. Trade and other receivables Trade receivables Sundry receivables 2016 ($) 23,869 - 23,869 2015 ($) - - 150,992 2015 ($) 303,734 5,199 308,933 - 35 - NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2016 (b) Financial Instruments The Company holds no derivative instruments, forward exchange contracts or interest rate swaps. Financial Instrument composition and maturity analysis The table below reflects the undiscounted contractual settlement terms for financial instruments. 2016 Financial Assets: Cash and cash equivalents Trade and other receivables Available-for-sale financial assets Total Financial Assets Financial Liabilities: Trade and other payables Net Financial Assets Weighted Average Effective Interest Rate % Floating Interest Rate ($) Non-Interest Bearing ($) Total ($) 0.34% 348,156 - 20,793 368,949 - 368,949 - 23,869 18,251 42,120 (138,319) (96,199) Trade and other payables are expected to be paid as follows: Less than 6 months 2015 Financial Assets: Cash and cash equivalents Trade and other receivables Available-for-sale financial assets Total Financial Assets Financial Liabilities: Trade and other payables Net Financial Assets Weighted Average Effective Interest Rate % Floating Interest Rate ($) Non-Interest Bearing ($) 0.69% 150,992 - 20,741 171,733 - 171,733 - 308,933 19,229 328,162 (179,078) 149,084 Trade and other payables are expected to be paid as follows: Less than 6 months - 36 - 348,156 23,869 39,044 411,069 (138,319) 272,750 2016 ($) (138,319) (138,319) Total ($) 150,992 308,933 39,970 499,895 (179,078) 320,817 2015 ($) (179,078) (179,078) NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2016 (c) Financial Instruments Measured at Fair Value The financial instruments recognised at fair value in the statement of financial position have been analysed and classified using a fair value hierarchy reflecting the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following levels: Quoted prices in active markets for identical assets or liabilities (Level 1); Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). 2016 Financial Assets: Financial assets at fair value through profit or loss: Available-for-sale financial assets: Listed investments - 2015 Financial Assets: Financial assets at fair value through profit or loss: Available-for-sale financial assets: Listed investments - Level 1 $ Level 2 $ Level 3 $ 2,644 2,644 Level 1 $ 3,622 3,622 - - - - Level 2 $ Level 3 $ - - - - Total $ 2,644 2,644 Total $ 3,622 3,622 (d) Sensitivity Analysis – Interest rate risk The Company has performed a sensitivity analysis relating to its exposure to interest rate risk at balance date. The sensitivity analysis demonstrates the effect on the current year results and equity which could result from a change in this risk. As at balance date, the effect on loss and equity as a result of changes in the interest rate, with all other variables remaining constant would be as follows: Change in loss – increase/(decrease): - - Increase in interest rate by 2% Decrease in interest rate by 2% Change in equity – increase/(decrease): - - Increase in interest rate by 2% Decrease in interest rate by 2% 2016 $ (7,379) 7,379 7,379 (7,379) 2015 $ (3,435) 3,435 3,435 (3,435) - 37 - DIRECTORS’ DECLARATION The directors of the Company declare that: 1. the accompanying financial statements and notes are in accordance with the Corporations Act 2001 and: (a) (b) (c) comply with Accounting Standards and the Corporations Act 2001; give a true and fair view of the financial position as at 30 June 2016 and performance for the year ended on that date of the Company; and the audited remuneration disclosures set out in the Remuneration Report section of the Directors’ Report for the year ended 30 June 2016 complies with section 300A of the Corporations Act 2001; 2. the Chief Financial Officer has declared pursuant to section 295A.(2) of the Corporations Act 2001 that: (a) (b) (c) the financial records of the company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001; the financial statements and the notes for the financial year comply with Accounting Standards; and the financial statements and notes for the financial year give a true and fair view; 3. 4. in the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; the directors have included in the notes to the financial statements an explicit and unreserved statement of compliance with International Financial Reporting Standards. This declaration is made in accordance with a resolution of the Board of Directors. Graeme Clatworthy Executive Director Perth 29 September 2016 - 38 - TENEMENT DETAILS Tenement E80/4235 Nature of Interest Granted E80/4407 E80/4506 E80/4737 EL30057 E80/4815 E80/4996 E80/5011 EL23764 EL30701 MLC217 MLC218 MLC219 MLC220 MLC221 MLC222 MLC223 MLC224 MLC57 EL28620 H14913 Granted Granted Granted Application Granted Application Application Granted Application Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Application Project ELIZABETH HILLS (Webb JV) ANGAS HILL (Webb JV) Equity (%) 19% 19% WEBB DIAMONDS (Webb JV) Rights to 16% WEBB DIAMONDS (Webb JV) WEBB DIAMONDS (Webb JV) LAKE MACKAY (Webb JV) WEBB DIAMONDS (Webb JV) WEBB DIAMONDS (Webb JV) 19% 19% 19% 19% 19% WARREGO NORTH (Chalice JV) 100%, Subject to Farmout R29 BABBLER PERSEVERANCE PERSEVERANCE PERSEVERANCE PERSEVERANCE PERSEVERANCE PERSEVERANCE PERSEVERANCE PERSEVERANCE PERSEVERANCE 100% 68.43% 68.43% 68.43% 68.43% 68.43% 68.43% 68.43% 68.43% 68.43% BARKLY (Blaze JV) CORTEGANA - SPAIN 30% Diluting 100% ANNUAL ASX REPORTING REQUIREMENTS In compliance with Chapter 5 of the ASX Listing Rules, the directors consider that the Company no longer has any ore reserves and mineral resources on which to conduct a review. - 41 - OTHER INFORMATION The following information was applicable as at 24 August 2016. Share and Option holdings Category (Size of Holding) Fully Paid Ordinary Shares Options 27.12.2016 Options 31.1.2017 Options 30.6.2018 Options 9.9.2020 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Total 58 47 35 364 251 755 4 4 3 3 3 3 4 4 The number of shareholdings held in less than marketable parcels is 344 fully paid ordinary shares. There are no listed options. Substantial shareholders: There are no substantial shareholders listed in the Company's register as at 24 August 2016. Twenty largest shareholders – Quoted fully paid ordinary shares: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Shareholder Name Number of Shares Nicole Gallin and Kyle Haynes10,000,000 % of Issued Share Capital 4.92 Alitime Nominees Pty Ltd SISU International Pty Ltd Dr REA Green Social Investments Pty Ltd Richsham Nominees Pty Ltd Willowood Corporate Pty Ltd A S Durtanovich Drs RA and REA Green First Investment Partners Pty Ltd Buzz Capital Pty Ltd DC and PC Neesham Buprestid Pty Ltd BT Ryan G Sakalidis G and J Sakalidis BNP Paribas Nominees Pty Ltd D Dillon and A Colbran D and J Flynn Allua Holdings Pty Ltd 7,000,000 5,500,000 5,000,000 5,000,000 4,500,000 4,500,000 4,420,000 4,211,050 4,000,000 3,525,000 3,500,000 3,000,000 2,550,000 2,519,964 2,485,005 2,470,435 2,375,000 2,082,500 2,000,000 3.44 2.71 2.46 2.46 2.21 2.21 2.17 2.07 1.97 1.73 1.72 1.48 1.25 1.24 1.22 1.22 1.17 1.02 0.98 Total 80,638,954 39.66 - 42 - OTHER INFORMATION All option holders – All options are unquoted: Option holder Name Options Expiring 27.12.2016 Options Expiring 31.1.2017 Options Expiring 30.6.2018 Options Expiring 9.9.2020 Total Options Held % Held 1. 2. 3. 4. 5. 6. 7. 8. 9. Kyle B Haynes Angkor Imperial Resources Pty Ltd - - 3,000,000 3,850,000 600,000 3,500,000 - - 6,850,000 26.81 4,100,000 16.05 George Sakalidis 750,000 - - 2,500,000 3,250,000 CPS Capital Group Pty Ltd Graeme Clatworthy Neville Bassett Brenton Tieleman Roger M Thomson Peter S Thomas - - - 400,000 750,000 650,000 1,400,000 1,650,000 - 3,050,000 - - - - - - - - - - 3,000,000 3,000,000 2,500,000 2,500,000 1,000,000 1,400,000 - - 750,000 650,000 12.72 11.94 11.74 9.78 5.48 2.94 2.54 Total 2,550,000 5,000,000 9,000,000 9,000,000 25,550,000 100.00 There are 203,268,395 fully paid ordinary shares and 25,550,000 options on issue. Only the options are not listed on Australian Securities Exchange. Buy-Back Plans The Company does not have any current on-market buy-back plans. Voting Rights The voting rights attaching to ordinary shares are governed by the Constitution. On a show of hands every person present who is a Member or representative of a member shall have one vote and on a poll, every member present in person or by proxy or by attorney or duly authorised representative shall have one vote for each fully paid ordinary share held and a fraction of a vote for each partly-paid contributing share held. The fraction must be equivalent to the proportion which any amount paid (not credited) is of the total amounts paid (if any) and payable (excluding amounts credited). Any amounts paid in advance of a call are ignored when calculating these fractional voting rights. None of the options have any voting rights. - 43 -