Annual Report
2 0 1 2
CORPORATE DIRECTORY
MINOTAUR EXPLORATION LTD
ACN 108 483 601
ASX CODE MEP
DIRECTORS
Mr Derek N Carter Chairman
Mr Andrew Woskett Managing Director
Mr Richard M Bonython Non-Executive Director
Dr Antonio P Belperio Executive Director
COMPANY SECRETARY
Mr Donald Stephens
REGISTERED OFFICE
c/o HLB Mann Judd (SA) Pty Ltd
167-169 Fullarton Road
DULWICH SA 5065
PRINCIPAL PLACE OF BUSINESS
247 Greenhill Road
DULWICH SA 5065
SHARE REGISTER
Computershare Investor Securities Pty Ltd
Level 5, 115 Grenfell Street
ADELAIDE SA 5000
LEGAL ADVISORS
O’Loughlins Lawyers
Level 2, 99 Frome Street
ADELAIDE SA 5000
BANKERS
National Australia Bank
22–28 King William Street
ADELAIDE SA 5000
AUDITORS
Grant Thornton South Australian Partnership
Chartered Accountants
Level 1, 67 Greenhill Road
WAYVILLE SA 5034
www.minotaurexploration.com.au
This annual report covers both Minotaur Exploration Ltd
(ABN 35 108 483 601) as an individual entity and
the consolidated group (‘Group’) comprising Minotaur
Exploration Ltd and its subsidiaries. The Group’s
functional and presentation currency is Australian dollars.
A description of the Group’s operations and of its
principal activities is included in the review of operations
and activities in the directors’ report on pages 15 to 16.
The directors’ report is not part of the financial report.
CONTENTS
Highlights
Chairman’s Report
Managing Director’s Report
Directors’ Report
Auditor’s Independence Declaration
Corporate Governance
Financial Report
ASX Additional Information
Interests in Mining Tenements
Information on Shareholdings
1
2
4
12
24
25
33
72
72
74
Cover images courtesy of Bryan Charlton
Highlights 2012
• Continued to aggregate tenements prospective for IOCG style
mineralisation in the Cloncurry region, with over 3600km 2 in
grants and applications accumulated.
• Confirmed discovery of a major ‘Ernest Henry’ style mineralised
system at the Cotswold IOCG target.
• Reported a maiden JORC resource for the Muster Dam iron
deposit at the Mutooroo magnetite joint venture project.
• Expanded the 2011 Exploration Target1 for Mutooroo,
revealing that total tenement mineralisation could extend to
5.5 billion tonnes.
• Expanded the Poochera Kaolin Pilot Plant with installation of a
kiln drying circuit. Successfully produced a new line of hydrous
and calcined kaolin product samples from the Carey’s Well
deposit, again demonstrating its exceptionally high chemical
purity and superior physical properties.
• Upgraded the Carey’s Well JORC resource to Measured status,
identifying a potential product yield of 8 million tonnes, sufficient
to sustain 100,000 tonnes per annum of output for over 75 years.
• Established a globally significant, inaugural Exploration Target1
for the regional Poochera kaolin deposits.
• Successfully divested interests in the Tunkillia gold project and
several IOCG style tenements in South Australia.
• Reported a group profit after tax of $3.86 million.
• Ended the financial year with $14.1 million in cash plus
investments valued at $4.1 million and market capitalisation of
$14.5 million.
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
1
Chairman’s
R E P O R T
Your Company, happily, maintained an active work pace despite very soft equity
markets and declining investor sentiment carrying over from the previous year.
While previous volatility has subsided the global outlook has deteriorated further
and many commentators have called ‘the end of the mining Boom’.
For junior companies, and explorers in particular, the Boom existed mainly in the media
with little translation into speculative exploration stocks. Diminishing investor support for
‘small cap’ resource companies puts many of our peers under serious financial pressure.
I’m pleased to say that Minotaur Exploration has been able to elevate above that turmoil,
ending the fiscal year on possibly its best financial footing for the past decade.
We reported a comfortable profit after tax and a strong end of year cash position.
The Board constantly monitors our expenditure plans to ensure investment is applied
to sound programmes in areas where real value can be created. We invest shareholders’
funds seeking to create wealth improvement through new discoveries, project
advancement, asset management and good governance. We recorded satisfying levels
of success on all fronts.
Our technical group identified and defined new IOCG mineralising systems in the
Cloncurry region and, while these have not yet shown economic grades of copper-gold,
results confirm the validity of our geophysical target generation techniques and
ability to pinpoint prospects under deep cover. Also, we grew the Exploration Target at
the Mutooroo iron project by several million tonnes. Within Mutooroo, we reported a
substantial maiden JORC iron resource. At Poochera, we reported a Measured high-grade
kaolin resource and an adjacent ‘globally significant’ inaugural kaolin Exploration Target.
New projects were generated, encouraging Japanese groups to enter a new joint venture
for base metals exploration.
The Poochera kaolin project moved further towards commercial realisation with
production of a suite of high quality hydrous and calcined kaolin samples for introduction
to prospective customers. As this report is being prepared product samples are on
their way to numerous interested end-users in India, China and Asia. The Muster Dam
magnetite resource scoping study was largely completed, subject to refinements
dependent on collection of more metallurgical core for grind size optimisation. Native
Title arrangements, now being finalized, will soon permit a resumption of diamond drilling
for that purpose.
A year ago, having regard to the parlous state of equity markets, we supported
management’s decision to capture value in some of our project assets. This lead to the
sale of our interests in the Tunkillia gold project and several IOCG style tenements in
DEREK CARTER
Chairman
Minotaur Exploration Ltd
2 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Andrew Hacon, Cubbaroo Station, Cloncurry.
the Olympic Dam region, mostly for cash. Last year we also flagged our intent to reduce
our exposure to industrial minerals, an objective we continue to move towards, as we
focus more on copper-gold. This year we flag our aim of divesting the Muster Dam iron
deposit and perhaps the entire Mutooroo project. We expect to get traction on this over
the next half year as iron ore prices stabilise.
The Board also endorsed management’s proposition that the Company reposition into
the gold sector. We see many opportunities emerging to acquire or farm-in to advanced
gold projects where operators may struggle due to cash limitations. Targets have been
identified and preliminary discussions opened with potential partners.
Dr Peter Gower retired at the 2011 annual general meeting and, on behalf of shareholders,
I record our appreciation for his wise advice and guidance during his years of service
to Minotaur Exploration. I also thank sincerely our shareholders, large and small, for
their continuing interest and support as together we strive to convert prospectivity into
discovery and new wealth.
Yours truly,
Derek Carter
Chairman
Diamond drilling, Cloncurry
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
3
Managing Director’s
R E P O R T
Oorindi Park, Cloncurry.
ANDREW WOSKETT
Managing Director
Minotaur Exploration Ltd
Cloncurry
Mutooroo
Border
Arthurville
Poochera
Heathcote
Stavely
MINOTAUR’S PROJECT LOCATIONS
I’m able to report that Minotaur enjoyed a constructive and positive 2012 financial year,
in each of its exploration efforts, development projects and at a corporate level.
The Company’s share price, however, has been held back for most of the period,
reflecting the general drop in sentiment towards resource related stocks. Nonetheless,
directors are of the view that value appreciation will prevail whereby our inherently
under valued assets will be properly recognised as the market improves, or we are again
able to monetise non-core assets, or discovery success is reported.
4 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
CORPORATE REVIEW
The company’s goals are to seek, identify and develop new mineral deposits and, where economically
viable, to advance resource assets into commercial production or to a value capturing point.
Minotaur invested $9 million in prospect generation, exploration and project development during the
2012 financial year. Recoveries from joint venture operations totalled $4.8 million. Sales of exploration
assets resulted in net cash inflows of $13.7 million. At 30 June the Company held a cash balance of
$14.1 million.
At the end of June the company had a market valuation of $14.5 million (at $0.14 per share), not at all
adequately representing its cash and marked to market valuation in listed investments of $4.1 million.
The Company reported a consolidated profit after income tax and impairments of $3.9 million.
INVESTMENTS
Shareholdings in listed investments were enhanced through the successful listing of Spencer Resources
Ltd and an allotment in Mungana Goldmines Ltd as part consideration for the sale of Minotaur’s interest
in the Tunkillia gold project. Minotaur’s equity investments as at 30 June 2012 were:
ASX Code
Holding at 30 June 2012
Minotaur %
Closing price at 30 June 2012
Valuation
Company
ActivEX
Mithril Resources
AIV
MTH
4,549,129
21,416,667
Mungana Goldmines
MUX
3,076,923
Petratherm
Platsearch
Spencer Resources
PTR
PTS
SPA
22,707,397
8,000,000
850,000
Thomson Resources
TMZ
10,000,000
Total
STRATEGIC DIRECTION
2.4%
9.8%
1.9%
15.3%
4.6%
4.3%
14.2%
$0.017
$0.027
$0.325
$0.045
$0.066
$0.170
$0.050
$77,335
$578,250
$1,000,000
$1,021,833
$528,000
$144,500
$500,000
$3,849,918
Minotaur holds a diverse portfolio of resource assets. A rationalisation programme was initiated a year
ago with the ultimate objective being to bring clarity of purpose and improve our focus on ‘hard rock’
minerals. The portfolio is segmented into distinct groups: base metals and gold; industrial minerals;
and iron ore.
STRATEGIC DIRECTION CONTINUED
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
5
STRATEGIC DIRECTION CONTINUED
Our primary aim is to increase our exploration exposure to copper and gold. A secondary aim is to
diminish our contributions to the industrial minerals and iron projects. Consistent with that aim and
the plan notified in the past annual report, the Company will seek to reduce its involvement in the
kaolin and gypsum projects. Similarly, a decision to divest the Mutooroo iron project was taken in
conjunction with our joint venture partner.
As we move towards these aims, we continue to improve and position those assets well so as to
optimise value. Meanwhile, we are committed to gaining a position in an advanced gold project
within Australia. A number of opportunities have been reviewed and a select target list generated.
Resource drilling at Muster Dam.
Figure 1: Airborne magnetic image for the Mutooroo area delineating strike extent of magnetic strata (in white bars)
used for the Exploration Target.
6 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
OPERATIONS REVIEW
Pursuant to the rationalisation strategy outlined above Minotaur sought to divest or relinquish
several projects and build its exploration presence in the Cloncurry region of north Queensland.
The following discussion is grouped within mineral types.
MAGNETITE
Having identified in 2011 a significant sequence of sedimentary iron mineralisation within EL3745,
located on the Braemar Iron Formation in South Australia, Minotaur completed an extensive iron
resource definition campaign on behalf of the Border Joint Venture (MEP 40.9%, Sumitomo Metal
Mining Oceania Pty Ltd 59.1%).
An inaugural JORC Inferred resource for one of the magnetite deposits, ‘Muster Dam’ (see deposit
scale graphic on page 6) was released (Table 1), followed by an updated regional Exploration Target1,
summarised in Table 2, for mineralisation not contained within the Muster Dam resource.
Muster Dam Magnetite Resource
Concentrate Grades
JORC Category
Billion Tonnes
Magnetite DTR %
Inferred
1.5
15.2
Fe %
69.8
Al2O3 %
P2O5 %
S%
SiO2 %
LOI %
0.4
0.002
0.002
2.8
-3.3
Table 1: Muster Dam Inferred Resource.
Exploration Target
Strike (km)
Thickness (m)
Volume (Bill m3)
Density (t/m3)
Tonnage (Bt)
DTR Magnetite %
Totals
16.2 to 21.3
80 to 450
0.7 to 1.4
2.96 to 3.11
2.2 to 4.2
15 to 18
Table 2: Mutooroo area Magnetite Exploration Target.
A scoping study of a future magnetite mining and processing operation is being addressed. Based
on extensive metallurgical samples and test results a mining scenario producing around 12.5 million
tonnes per year of high-grade magnetite concentrate has been assessed. Additional core drilling for
further metallurgical work is required to fine tune design and operating inputs and assumptions.
Recognising the significant capital investment required for projects of this scale, the joint venture
partners agreed to make the Muster Dam deposit available for sale. Preliminary discussions with a
number of interested parties have been held.
Subject to the form of any proposals emerging the joint venture may continue to move elements of
the Exploration Target into resource status through further exploration and evaluation.
COPPER-GOLD
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
7
COPPER - GOLD
Minotaur’s strong orientation towards exploration for new deposits of iron oxide-copper gold (IOCG)
mineralisation has been maintained. The search emphasis shifted from the Gawler Craton of South
Australia towards the Cloncurry district with the sale of several tenements in the Olympic Dam region
to BHP Billiton.
Around Cloncurry, tenement applications are being progressively granted, solidifying Minotaur’s
tenement footprint, as shown in Figure 2, which now comprises over 3,600km 2.
One cluster of 14 tenements covering 515km2 north of the Ernst Henry mine is operated under
joint venture with the Japan Oil, Gas and Metals National Corporation (JOGMEC), where JOGMEC is
contributing $4 million by 2013 to earn a 51% interest. Nine diamond holes were completed.
IOCG style mineralisation was intersected at Cormorant, Woolshed Waterhole and Clonagh with seven
of the nine holes intersecting multiple bodies of sulphides, predominantly pyrrhotite but with variable
amounts of chalcopyrite, resulting in broad intervals of low level (0.2 to 0.4%) copper mineralisation.
Follow up drilling at Cormorant continued into the new financial year.
With resolution of year-long land access formalities, we successfully drill tested the Cotswold IOCG
target, a large coincident magnetic-gravity anomaly similar in amplitude to that occurring at the
Cu-Au-magnetite Ernest Henry Mine 25 kilometres to the southeast. Subsequent to the end of the
financial year, the Company reported a significant magnetite-breccia system had been intersected.
BASE METALS: COPPER, LEAD, ZINC
In New South Wales, a new joint venture was established with Mitsubishi Materials Corporation and
Mitsubishi Corporation for the Arthurville base metals project, south-east of Dubbo. An airborne
EM survey was completed over 77km2 of the tenement and geophysical targets generated are now
being validated through field inspections.
In Victoria, a limited program of roadside aircore drilling was completed to test single-line airborne EM
anomalies for possible base metal mineralisation near Heathcote. The drilling confirmed interesting
volcanic sequences, but no results of economic significance.
New ground applications were made south of Ararat in western Victoria, considered prospective
for volcanic-associated base metal mineralisation. Historic data are being collated ahead of field
inspection in the next year.
Other tenements and projects relinquished because of poor prospectivity or access difficulties during
the year included the Cowra, Boorowa, Yorke Peninsula and Louth projects.
8 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Top: Diamond
drilling contractors,
Cloncurry.
Above: Gregg Morris
(Senior Geologist)
and Valeria Murgulov
(Project Geologist)
at Cloncurry.
Ian Garsed (Exploration Manager).
Ian Garsed (Exploration Manager) and
Valeria Murgulov (Project Geologist) at
Minotaur’s Cloncurry base.
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
9
Figure 2: Minotaur’s tenement position, Cloncurry, north Queensland.
GOLD
Granite outcrop at Cocunda Rock hole, near Poochera.
Peter Soutter and Wayne Lynch operating
kaolin pilot plant at Streaky Bay.
Rotary calcining Kiln at Streaky Bay.
The Lake Purdilla gypsum deposit is the largest undeveloped deposit in South Australia.
10 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
GOLD
Minotaur sold its 55% interest in the Tunkillia gold project to ASX listed Mungana Goldmines Limited
(ASX: MUX) for total consideration of $6 million comprising $4 million cash plus Mungana shares.
The Company is now actively seeking gold project entry opportunities, primarily throughout the
Western Australian goldfields where Minotaur has not previously had a presence. We seek advanced
projects with established JORC resources where further exploration can add substantial value.
INDUSTRIAL MINERALS: KAOLIN AND GYPSUM
The Poochera Kaolin deposits (EL4575: MEP 100%) located 45km east of Streaky Bay on South Australia’s
Eyre Peninsula were expanded through regional and deposit scale drill testing. The JORC Measured
resource at Carey’s Well was reported as 16.3 million tonnes of very bright, very white kaolinised granite
with an expected yield of 8 million tonnes of end product, based on analysis of both hydrous and
calcined samples produced at the on-site Pilot plant.
A scoping study assessment (presently incomplete) assumes a production target2 of 100,000 tonnes of
product per year. The resource contains sufficient material to support a mine life in excess of 75 years
at the assumed output rate.
Deposits nearby were estimated to represent a globally significant Exploration Target 3 of
570-810 million tonnes of white kaolinised granite containing 40% to 60% of minus 45 micron kaolin
(kaolinite ± Halloysite) with high ISO brightness (R457 (cid:1) 80).
The Purdilla Gypsum deposit adjoins the Poochera Kaolin deposits and may provide a range of
synergies for future co-development. An Exploration Target4 of 50-60 million tonnes of crystalline
gypsum at a purity of 85-90% was estimated.
Andrew Woskett
Managing Director
Information in this report, other than in respect of Poochera Kaolin deposits, that relates to Exploration Results, Mineral Resources or Ore Reserves is
based on information compiled by Dr. A. P. Belperio, who is a full-time employee of the Company and a Fellow of the Australasian Institute of Mining
and Metallurgy. Dr. A. P. Belperio has a minimum of 5 years’ experience which is relevant to the style of mineralisation and type of deposit under
consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Dr. A. P. Belperio consents to the inclusion in the report of the matters based
on his information in the form and context in which it appears.
Information in this report that relates to Exploration results, Exploration Targets and estimates of Mineral resources for the Poochera Kaolin deposits
is based on information evaluated by Mr Lewis Barnes who is a Member of Australian Institute of Geoscientists and who has sufficient experience
relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as Competent
Persons as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC
Code”). Mr Barnes is a contract employee of Minotaur Exploration Pty Ltd and he consents to inclusion in the document of the information in the
form and context in which they appear.
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
11
Directors’
R E P O R T
Back from left: Richard Bonython,
Donald Stephens (Company
Secretary), Tony Belperio,
Front from left: Andrew Woskett
(Managing Director), Derek Carter
(Chairman).
Geophysical survey, Cloncurry.
Your Directors present their report on the consolidated group for
the financial year ended 30 June 2012.
12 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
DIRECTORS
The names of the Directors in office at any time during, or since the end of, the year are:
Mr Derek N Carter Chairman
Mr Andrew Woskett Managing Director
Mr Richard M Bonython Non-Executive Director
Dr Peter Gower Non-Executive Director (retired 24 November 2011)
Dr Antonio P Belperio Executive Director
Directors have been in office since the start of the financial year to the date of this report unless
otherwise stated.
Names, qualifications, experience and special responsibilites
Mr Derek Carter BSc, MSc, FAusIMM (CP) (Chairman)
Derek Carter has over 40 years experience in exploration and mining geology and management.
He held senior positions in the Shell Group of Companies and Burmine Ltd before founding Minotaur
Gold Ltd in 1993 and is currently Chairman of Minotaur Exploration. He is the Chairman of Petratherm
Ltd, is a board member of Mithril Resources Ltd, Blackthorn Resources Ltd and Toro Energy Ltd (all ASX
Listed entities), and the AusIMM; is former President and Vice President of the South Australian
Chamber of Mines and Energy, former board member of the Australian Gold Council, and is a member
of the South Australian Resources Industry Development Board and the South Australian Minerals
and Petroleum Experts Group. He received AMEC’s Prospector of the Year Award (jointly) in 2003, the
AusIMM’s President Award in 2010 and is a Centenary Medalist.
As Chairman of Minotaur Exploration Ltd, he is responsible for the management of the board as well
as the general strategic direction of the Company.
Mr Andrew Woskett B Civ Eng, M Comm Law (Managing Director)
Andrew Woskett has over 30 years project and corporate experience in the mining industry. He has
had senior responsibility for a variety of Australian mining landmarks, including development of
the Kalgoorlie Super Pit, Kanowna Belle and Marymia gold mines and numerous expansions of the
Bougainville copper/gold mine. He advised on development strategies for the proposed open pit
expansion of the Olympic Dam mine and formulated several new significant iron ore projects in Western
Australia. In his prior role as Managing Director of Ballarat Goldfields he consolidated five regional
goldfields under single ownership and initiated the first modern underground mine development
beneath Ballarat. Mr Woskett was the founding managing director of Spitfire Oil Ltd, a coal-to-liquids
developer, which he listed on AIM.
He is a Fellow of the Australasian Institute of Mining and Metallurgy and has a Masters degree in
Commercial Law.
DIRECTORS CONTINUED
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
13
Directors’
R E P O R T
DIRECTORS CONTINUED
Mr Richard Bonython B Ag Sc (Non-Executive Director)
Richard Bonython was a director of Minotaur Gold Ltd for seven years before retiring in 2001, and
retired as Chairman of Diamin Resources NL in 1999 having been a director of that company for
15 years. He was executive director of Pioneer Property Group Ltd for over 15 years and has experience
of over 45 years in the building, rural and mineral industries. He is a member of the audit committee
and provides administration services to the company. He is also a director of Mithril Resources Ltd
and Petratherm Ltd (both ASX Listed entities).
Dr Peter Gower PhD, FGS (Non-Executive Director) Retired 24 November 2011
Peter Gower holds a PhD in geology from the University of Liverpool. His subsequent career in the
mining industry includes senior exploration positions in Australia, USA and Africa, working for various
subsidiaries of Billiton (including Billiton International Services Ltd) and the Royal Dutch/Shell Group
of Companies. He was previously a director of Rey Resources Ltd (retired 19 February 2007) and
Mithril Resources Ltd (retired 18 November 2008).
Dr Antonio Belperio BSc (Hons), PhD FAusIMM (Executive Director)
Dr Belperio has an Honours Degree in Geology from the University of Adelaide, a PhD from James
Cook University, and a diverse background in a wide variety of geological disciplines, including marine
geology, environmental geology and mineral exploration. He has 35 years of experience in university,
government and the mineral exploration industry. This has included senior positions in the South
Australian Department of Minerals and Energy where he led the regional geological investigations
group and was pivotal in the Department’s move to digital geological information systems.
Dr Belperio has been Chief Geologist of the Minotaur Group since 1997, when it originated as Minotaur
Gold, subsequently Minotaur Resources and currently Minotaur Exploration. He played a key role in
the strategic area and target selection, and the exploration program that led to the iron oxide
copper-gold discovery at Prominent Hill, 130 kilometres northeast of the Olympic Dam mine in South
Australia and was awarded (jointly) AMEC’s Prospector of the Year Award in 2003. He is a member of
the Company’s audit committe and a director of ASX listed Thomson Resources Ltd (ASX:TMZ) and
was recently awarded the Bruce Webb Medal by the South Australian Division of the Geological Society
of Australia for his contributions to Earth Sciences.
COMPANY SECRETARY
Donald Stephens BAcc, FCA
Donald Stephens is a Chartered Accountant and corporate adviser with over 20 years experience in
the accounting industry, including 14 years as a partner of HLB Mann Judd (SA) Pty Ltd, Chartered
Accountants. He is a non-executive director of Papyrus Australia Ltd and Mithril Resources Ltd and
is company secretary to Toro Energy Ltd and Petratherm Ltd (all ASX Listed entities). He holds
other public company secretarial positions and directorships with private companies and provides
corporate advisory services to a wide range of organisations.
14 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
REVIEW OF OPERATIONS
Minotaur maintained a strong exploration focus during the financial year and despite trying financial
conditions, ended the year in significantly better financial shape reporting a consolidated profit after
income tax of $3,863,912.
At the Border Joint Venture with Sumitomo Metal Mining Oceania Pty Ltd (Sumitomo 59.1%), resource
definition drilling was completed at the Muster Dam Magnetite prospect culminating in a significant
maiden Inferred Resource estimate (Table 1) and an updated regional Exploration Target1 (Table 2).
Exhaustive metallurgical testwork is contributing to a detailed Scoping Study based on the Muster
Dam JORC resource. Elsewhere on the Border Joint Venture tenements, base metal target generation
is proceeding with a range of new drill targets expected to be drill tested in the next year.
Muster Dam JORC Resource
Concentrate Grades
Category
Inferred
Billion Tonnes
Magnetite DTR %
1.5
15.2
Fe %
69.8
Al2O3 %
P2O5 %
S%
SiO2 %
0.4
0.002
0.002
2.8
LOI %
-3.3
Table 1: Muster Dam Inferred Resource.
Exploration Target
Strike (km)
Thickness (m)
Volume (Bill m3)
Density (t/m3)
Tonnage (Bt)
DTR Magnetite %
Totals
16.2 to 21.3
80 to 450
0.7 to 1.4
2.96 to 3.11
2.2 to 4.2
15 to 18
Table 2: Magnetite Exploration Target.
Elsewhere in South Australia, preparations for innovative 3D electrical geophysical work on the
Aphrodite target were put on hold when the Company received a significant offer to purchase the
Roxby area tenements. The Company subsequently agreed to sell the tenements to a subsidiary
of BHP Billiton for net $9.5 million cash.
During the year partial divestment occurred in a number of Southern Gawler Ranges tenements
through the successful listing of Spencer Resources on the ASX. In addition, an offer to purchase the
Company’s 55% interest in the Tunkillia Gold Project was accepted with Minotaur receiving a mix of
cash and shares in Mungana Goldmines Ltd (ASX : MUX).
At the Poochera Kaolin Project, processing of kaolin samples at the Company’s on-site laboratory
confirmed the exceptional brightness and whiteness of both hydrous and calcined products.
Infill drilling and processing allowed most of the Carey’s Well “bright white” JORC reported kaolin
resource to be upgraded from Inferred to Measured status. In addition, a globally-significant
Exploration Target2 of 570-810 million tonnes of white kaolinised granite with yield of 50% kaolin,
was determined across several deposits within the project area.
REVIEW OF OPERATIONS CONTINUED
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
15
Directors’
R E P O R T
REVIEW OF OPERATIONS CONTINUED
The Purdilla Gypsum Project adjoins the Poochera Kaolin deposits and may provide a range of
synergies for future development. An Exploration Target3 of 50-60 million tonnes at a purity of 85-90%
gypsum is estimated.
With the divestment of a number of South Australian properties, exploration priorities shifted to
the Cloncurry district of northwest Queensland where a large number of tenement applications are
being progressively granted.
One cluster of 14 Cloncurry tenements is under Joint Venture with JOGMEC, who are earning a 51%
interest through expenditure of $4 million. Drilling on the JOGMEC JV tenements took place in July-
August (3 holes) and October-November (6 holes). Iron oxide copper gold (IOCG) style mineralisation
was intersected at Cormorant, Woolshed Waterhole and Clonagh with seven of the nine holes
intersecting multiple bodies of sulphides, predominantly pyrrhotite but with variable amounts of
chalcopyrite, resulting in broad intervals of low level (0.2 to 0.4%) copper mineralisation.
Following extensive land access formalities, the Cotswold IOCG target, a large coincident magnetic-
gravity anomaly similar in amphitude to that occurring at the Cu-Au-magnetite Ernest Henry Mine
25 kilometres to the southeast, was tested with 2 holes. Subsequent to the end of the financial year,
the Company reported a significant magnetite-breccia system had been intersected.
In New South Wales, Joint Venture negotiations were completed with Mitsubishi Materials Corporation
and Mitsubishi Corporation for the Arthurville Base Metals Project. An airborne EM survey was
completed over 77km 2 of the tenement and geophysical targets generated are now being validated
through field inspections.
In Victoria, a limited program of roadside aircore drilling was completed to test single-line airborne
EM anomalies for possible base metal mineralisation. The drilling confirmed interesting volcanic
sequences, but no results of economic significance. Further ground applications were made in western
Victoria considered prospective for volcanic-associated base metal mineralisation and historic data
are being collated ahead of field inspection in the next year.
Other tenements and projects relinquished because of poor prospectivity or access difficulties during
the year included the Cowra, Boorowa, Yorke Peninsula and Louth Projects.
The Company chose to selectively return to Nova Scotia, Canada, during the year. Having relinquished
its extensive tenement holdings there last year, the Company is returning under a new option
agreement to drill test the Copper Lake gravity target.
Advisory Statements
* The term “Exploration Target” should not be misconstrued as an estimate of Mineral Resources and Reserves as defined in the JORC Code (2004) and
the term has not been used in that context. The term is conceptual in nature and it is uncertain if further exploration will result in the determination
of a Mineral Resource. Refer Clause 18 of the JORC Code (2004).
Information in this report, other than in respect of Poochera Kaolin deposits, that relates to Exploration Results, Mineral Resources or Ore Reserves is
based on information compiled by Dr. A. P. Belperio, who is a full-time employee of the Company and a Fellow of the Australasian Institute of Mining
and Metallurgy. Dr. A. P. Belperio has a minimum of 5 years’ experience which is relevant to the style of mineralisation and type of deposit under
consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Dr. A. P. Belperio consents to the inclusion in the report of the matters based
on his information in the form and context in which it appears.
Information in this report that relates to Exploration results, Exploration Targets and estimates of Mineral resources for the Poochera Kaolin deposits
is based on information evaluated by Mr Lewis Barnes who is a Member of Australian Institute of Geoscientists and who has sufficient experience
relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as Competent
Persons as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC
Code”). Mr Barnes is a contract employee of Minotaur Exploration Pty Ltd and he consents to inclusion in the document of the information in the
form and context in which they appear.
16 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
OPERATING RESULTS
The consolidated profit of the group after providing for income tax amounted to $3,863,912 (2011:
Loss – $1,239,194).
INTERESTS IN THE SHARES AND
OPTIONS OF THE COMPANY AND
RELATED BODIES CORPORATE
As at the date of this report, the
interests of the directors in the shares
and options of Minotaur Exploration
Ltd were:
Number of
Ordinary Shares
Number of Options over
Ordinary Shares
Mr Derek N Carter
2,156,805
Mr Andrew Woskett
-
Mr Richard M Bonython
1,502,000
Dr Antonio P Belperio
830,306
1,200,000
2,000,000
900,000
1,300,000
DIVIDENDS PAID OR RECOMMENDED
No dividends were paid or declared since the start of the financial year. No recommendation for
payment of dividends has been made.
PRINCIPAL ACTIVITIES
The principal activities of the consolidated group during the financial year were:
• To continue to seek extensions of areas held and to seek out new areas with potential for
mineralisation; and
• To evaluate results achieved through surface sampling, drilling and geophysical surveys carried
out during the year.
RISK MANAGEMENT
The Group takes a proactive approach to risk management. The Board is responsible for ensuring
that risks, and also opportunities, are identified on a timely basis and that the Group’s objectives and
activities are aligned with the risks and opportunities identified by the Board.
The Group believes that it is crucial for all Board members to be a part of this process, and as such
the Board has not established a separate risk management committee.
The Board has a number of mechanisms in place to ensure that management’s objectives and activi-
ties are aligned with the risks identified by the Board. These include the following:
• Board approval of a strategic plan, which encompasses the Group’s vision, mission and strategy
statements, designed to meet stakeholders’ needs and manage business risk.
RISK MANAGEMENT CONTINUED
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
17
Directors’
R E P O R T
RISK MANAGEMENT CONTINUED
• Implementation of Board approved operating plans and budgets and Board monitoring of
progress against these budgets, including the establishment and monitoring of performance
indicators of both a financial and non-financial nature.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
No matters or circumstances have arisen since the end of the financial year which significantly
affected or may significantly affect the operations of the Group, the results of those operations, or the
state of affairs of the Group in future financial years.
FUTURE DEVELOPMENTS
Disclosure of information regarding likely developments in the operations of the consolidated
entity in future financial years and the expected results of those operations is likely to result
in unreasonable prejudice to the consolidated entity. Accordingly, this information has not been
disclosed in this report.
ENVIRONMENTAL REGULATIONS
The Group is aware of its responsibility to impact as little as possible on the environment, and where
there is any disturbance, to rehabilitate sites. During the period under review the majority of work
carried out was in South Australia and Queensland and the entity followed procedures and pursued
objectives in line with guidelines published by the South Australian and Queensland Governments.
These guidelines are quite detailed and encompass not only the impact on owners and land users,
heritage, health and safety and proper restoration practices. The Group supports this approach and
is confident that it properly monitors and adheres to these objectives, and any local conditions
applicable, both in South Australia and elsewhere. The Group has not been in breach of any State or
Commonwealth environmental rules or regulations during the period. The Company’s Canadian
operations follow regulations outlined in the Nova Scotia Mining Laws. The Company is in compliance
with the relevant environmental laws in Nova Scotia.
SUBSEQUENT EVENTS
No matters or circumstances have arisen since 30 June 2012 that has significantly affected, or may
significantly affect the operations of the group.
UNISSUED SHARES
At the date of this report, the following options to acquire ordinary shares in the Company were
on issue:
18 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Issue Date
Expiry Date
Exercise Price
Balance at 1 July 2011
Net Issued/ (Exercised or
expired) during Year
Balance at 30 June 2012
07/01/2007
12/01/2012
07/12/2007
12/12/2012
08/01/2008
13/01/2013
08/12/2008
13/12/2013
10/05/2010
15/05/2015
10/05/2010
15/08/2015
10/05/2010
16/02/2016
30/09/2011
29/09/2016
$0.80
$0.77
$0.55
$0.25
$0.40
$0.40
$0.55
$0.21
400,000
400,000
120,000
410,000
4,300,000
1,000,000
1,000,000
-
7,630,000
(400,000)
-
-
-
-
-
-
1,740,000
1,340,000
-
400,000
120,000
410,000
4,300,000
1,000,000
1,000,000
1,740,000
8,970,000
SHARE OPTIONS
Shares issued as a result of exercise of options
No shares were issued during the financial year as a result of the exercise of options (2011: 100,000
options were exercised).
Lapse of options
On 15 March 2012 and 4 June 2012 respectively, the Group announced that 750,000 unlisted options
issued under the Company’s employee share option plan and options on issue to directors lapsed.
New options issued
On the 30 September 2011, the Company issued a total of 2,090,000 unlisted options to employees as
an incentive. The options are exercisable at $0.21 and expire on 29 September 2016.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
To the extent permitted by law, the Company has indemnified (fully insured) each director and the
secretary of the Company for a premium of $15,694.
The liabilities insured include costs and expenses that may be incurred in defending civil or criminal
proceedings (that may be brought) against the officers in their capacity as officers of the Company or
a related body, and any other payments arising from liabilities incurred by the officers in connection
with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach
of duty by the officers or the improper use by the officers of their position or of information to gain
advantage for themselves or someone else or to cause detriment to the Company.
REMUNERATION REPORT – AUDITED
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
19
Directors’
R E P O R T
REMUNERATION REPORT – AUDITED
This report outlines the remuneration arrangements in place for Directors and Senior Executives of
Minotaur Exploration Ltd.
Remuneration philosophy
The Board is responsible for determining remuneration policies applicable to directors and senior
executives of the Group. The broad policy is to ensure that remuneration properly reflects
the individuals’ duties and responsibilities and that remuneration is competitive in attracting,
retaining and motivating people with appropriate skills and experience. At the time of determining
remuneration consideration is given by the Board to the Group’s financial performance.
Employment contracts
The employment conditions of the Managing Director, Mr Andrew Woskett, are formalised in a
consultancy agreement. Mr Woskett commenced as a consultant to Minotaur on 1 March 2010 and
his annual retainer is $347,000 per annum, exclusive of GST (effective 1 January 2012). The Company
may terminate the consultancy agreement without cause by providing three (3) months written
notice or making payment in lieu of notice, based on the annual retainer. Termination payments are
generally not payable on resignation or dismissal for serious misconduct. In the instance of serious
misconduct the Company can terminate the agreement at any time.
The employment conditions of the executive director, Dr Antonio Belperio, are formalised in a contract
of employment. Dr Belperio commenced employment on 1 January 2005 and his gross salary,
inclusive of the 9% superannuation guarantee, is $275,000 per annum (effective from 1 January 2012).
The Company may terminate the employment contract without cause by providing six (6) months
written notice or making payment in lieu of notice, based on the annual salary component.
Termination payments are generally not payable on resignation or dismissal for serious misconduct.
In the instance of serious misconduct the Company can terminate employment at any time.
The employment conditions of the Exploration Manager, Mr Ian Garsed, are formalised in a contract
of employment. Mr Garsed commenced employment on 15 March 2011 and his gross salary,
inclusive of the 9% superannuation guarantee, is $190,000 per annum (effective from 1 January 2012).
The Company may terminate the employment contract without cause by providing one (1) month
written notice or making payment in lieu of notice, based on the annual salary component.
Termination payments are generally not payable on resignation or dismissal for serious misconduct.
In the instance of serious misconduct the Company can terminate employment at any time.
The employment conditions of the Commercial Manager, Mr Varis Lidums, are formalised in a contract
of employment. Mr Lidums commenced employment on 1 March 2011 and his gross salary,
inclusive of the 9% superannuation guarantee, is $190,000 per annum (effective from 1 January 2012).
20 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
The Company may terminate the employment contract without cause by providing one (1) month
written notice or making payment in lieu of notice, based on the annual salary component.
Termination payments are generally not payable on resignation or dismissal for serious misconduct.
In the instance of serious misconduct the Company can terminate employment at any time.
Key management personnel remuneration and equity holdings
The Board currently determines the nature and amount of remuneration for board members and
senior executives of the Group. The policy is to align director and executive objectives with shareholder
and business objectives by providing a fixed remuneration component and offering specific
long-term incentives.
The non-executive directors and other executives receive a superannuation guarantee contribution
required by the government, which is currently 9%, and do not receive any other retirement
benefits. Some individuals, however, may choose to sacrifice part of their salary to increase payments
towards superannuation. All remuneration paid to directors and executives is expensed as incurred.
Executives are also entitled to participate in the Group share option scheme. Options are valued using
the Black-Scholes methodology.
The board policy is to remunerate non-executive directors at market rates based on comparable
companies for time, commitment and responsibilities. The board determines payments to
non-executive directors and reviews their remuneration annually, based on market practice, duties
and accountability. Independent external advice is sought when required.
Director remuneration for the year ended 30 June 2012 and 30 June 2011
Primary Benefits
Post Employment
Share-based Payments
Salary & Fees
Bonus
Superannuation
Options
Mr Derek Carter
Mr Andrew Woskett
Mr Richard Bonython
Dr Peter Gower
Dr Antonio Belperio
Total
2012
2011
2012
2011
2012
2011
2012
2011
2012
2011
2012
2011
68,000
80,000
337,846
309,231
66,925
85,780
-
42,000
225,412
198,589
698,183
715,600
-
-
41,250
-
-
-
-
-
32,500
-
73,750
-
21,380
7,200
-
-
-
-
18,312
3,780
42,088
49,041
81,780
60,021
-
-
-
133,777
-
-
-
-
-
-
-
133,777
Total
$
89,380
87,200
379,096
443,008
66,925
85,780
18,312
45,780
300,000
247,630
853,713
909,398
REMUNERATION REPORT – AUDITED CONTINUED
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
21
Directors’
R E P O R T
REMUNERATION REPORT – AUDITED CONTINUED
Remuneration of key management personnel for the year ended 30 June 2012 and 30 June 2011
Primary Benefits
Post Employment
Share-based Payments
Total
Mr Ian Garsed
Mr Richard Flint
Mr Varis Lidums
Total
Salary & Fees
Bonus
Superannuation
2012
2011
2012
2011
2012
2011
2012
2011
170,156
50,269
155,257
146,082
169,725
55,046
495,138
251,397
10,000
-
10,000
-
10,000
-
30,000
-
17,494
4,524
17,243
16,417
15,275
4,954
50,012
25,895
Options
17,650
-
5,295
-
17,650
-
40,595
-
$
215,300
54,793
187,795
162,499
212,650
60,000
615,745
277,292
Bonuses
Key management personnel were awarded bonus payments for superlative performance related to a
redefinition of roles and objectives early in the financial year.
Options granted as part of remuneration
30 June 2012
Grant
Date
Grant
Number
Vesting
Date
Value per Option
at Grant Date
Exercise
Price
Total Fair
Value
% of
Remuneration
Mr Ian Garsed
30/09/2011
250,000
30/09/2011
Mr Richard Flint
30/09/2011
75,000
30/09/2011
Mr Varis Lidums
30/09/2011
250,000
30/09/2011
$0.071
$0.071
$0.071
$0.21
$0.21
$0.21
17,650
5,295
17,650
8.2
2.8
8.3
HLB Mann Judd (SA) Pty Ltd has received professional fees for accounting, taxation and secretarial
services provided during the year amounting to $149,204 (2011: $143,377) (inclusive of GST).
Donald Stephens, the Company Secretary, is a consultant with HLB Mann Judd (SA) Pty Ltd.
USE OF RMUNERATION CONSULTANTS
During the financial year, there were no remuneration recommendations made in relation to key
management personnel for the Company by any remuneration consultants.
VOTING AND COMMENTS MADE AT THE COMPANY’S 2011 ANNUAL GENERAL MEETING
Minotaur Exploration Ltd received more than 96% of “yes” votes on its remuneration report for the
2011 financial year by proxy. The company did not receive any specific feedback at the AGM on its
remuneration report.
22 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
DIRECTORS’ MEETINGS
The number of meetings of directors (including meetings of committees of directors) held during
the year and the number of meetings attended by each director were as follows:
Director
Mr Derek Carter
Mr Andrew Woskett
Mr Richard Bonython
Dr Peter Gower
Dr Antonio Belperio
Directors’ Meetings
Audit Committee*
Eligible
Attended
Eligible
Attended
11
11
11
5
11
11
11
11
4
11
-
1
2
1
-
-
1
2
1
-
PROCEEDINGS ON BEHALF OF THE GROUP
No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene
in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf
of the Group for all or any part of those proceedings.
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
Grant Thornton South Australian Partnership, in its capacity as auditor for Minotaur Exploration Ltd,
has not provided any non-audit services throughout the reporting period.
The auditor’s independence declaration for the year ended 30 June 2012 as required under section
307C of the Corporations Act 2001 has been received and can be found on page 24.
Signed in accordance with a resolution of the directors
Derek Carter
Chairman
21 September 2012
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
23
Auditor’s Independence
Declaration
T O T H E D I R E C T O R S O F M I N O T A U R E X P L O R A T I O N L I M I T E D
Level 1,
67 Greenhill Rd
Wayville SA 5034
GPO Box 1270
Adelaide SA 5001
T 61 8 8372 6666
F 61 8 8372 6677
E info.sa@au.gt.com
W www.grantthornton.com.au
AUDITOR’S INDEPENDENCE DECLARATION
TO THE DIRECTORS OF MINOTAUR EXPLORATION LIMITED
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of Minotaur Exploration Limited for the year ended 30 June 2012, I declare that, to the best of my knowledge and
belief, there have been:
a
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
GRANT THORNTON SOUTH AUSTRALIAN PARTNERSHIP
Chartered Accountants
J L Humphrey
Partner
Adelaide, 21 September 2012
Grant Thornton South Australia Partnership ABN 27 244 906 724
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership.
Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.
Liability limited by a scheme approved under Professional Standards Legislation
24 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Corporate
G O V E R N A N C E
INTRODUCTION
The board of directors is responsible for the corporate governance of Minotaur Exploration Ltd (the
Company) and its controlled entities (the Group). The Group operates in accordance with the
corporate governance principles as set out by the ASX corporate governance council and required
under ASX listing rules.
The Group details below the corporate governance practices in place at the end of the financial
year, all of which comply with the principles and recommendations of the ASX corporate
governance council unless otherwise stated. Some of the charters and policies that form the basis
of the corporate governance practices of the Group may be located on the Group’s website,
www.minotarexploration.com.au
The ASX Corporate Governance Council has released amendments dated 30 June 2010 to the second
edition Corporate Governance Principles and Recommendations (Principles and Recommendations)
in relation to diversity, remuneration, trading policies and briefings. The Group has addressed the
amended principles within this statement.
PRINCIPLE 1: Lay solid foundations for management and oversight
Board Responsibilities
The Board is accountable to the Shareholders for the performance of the Group and has overall
responsibility for its operations. Day to day management of the Group’s affairs and the
implementation of the corporate strategy and policy initiatives, are formally delegated by the Board
to the Managing Director and ultimately to senior executives.
The key responsibilities of the Board include:
• Approving the strategic direction and related objectives of the Group and monitoring
management performance in the achievementof these objectives;
• Adopting budgets and monitoring the financial performance of the Group;
• Reviewing annually the performance of the Managing Director and senior executives against
the objectives and performance indicators established by the Board;
• Overseeing the establishment and maintenance of adequate internal controls and effective
monitoring systems;
• Overseeing the implementation and management of effective safety and environmental
performance systems;
• Ensuring all major business risks are identified and effectively managed; and
• Ensuring that the Group meets its legal and statutory obligations.
Board Responsibilities CONTINUED
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
25
Corporate
G O V E R N A N C E
Board Responsibilities CONTINUED
For the purposes of the proper performance of their duties, the Directors are entitled to seek
independent professional advice at the Group’s expense, unless the Board determines otherwise.
The Board schedules meetings on a regular basis and other meetings as and when required.
The Board has not publicly disclosed a statement of matters reserved for the Board, or the board
charter and therefore the Group has not complied with recommendation 1.3 of the Corporate
Governance Council. Given the experience and skills of the Board of Directors, the Group has not
considered it necessary to formulate a board charter.
Recommendation 1.2: Performance evaluation of Senior Management
The Managing Director and senior management participate in annual performance reviews.
The performance of staff is measured against the objectives and performance indicators established
by the Board. A performance evaluation for senior management took place for the current reporting
period in accordance with the Group’s documented process.
The performance of senior management is reviewed by comparing performance against agreed
measures, examining the effectiveness and results of their contribution and identifying areas
for potential improvement. In accordance with recommendations 1.2 and 1.3 of the ASX Corporate
Governance Council, the Group has not disclosed a description of the performance evaluation
process in addition to the disclosure above.
PRINCIPLE 2: Structure the Board to add value
Size and composition of the Board
At the date of this statement the Board consists of two non-executive Directors and two Executives.
Directors are expected to bring independent views and judgement to the Board’s deliberations.
• Mr Derek Carter
Non-Executive Chairman
• Mr Andrew Woskett
Managing Director
• Mr Richard Bonython
Non-Executive Director
• Dr Antonio Belperio
Executive Director
The Board considers this to be an appropriate composition given the size and development of
the Group at the present time. The names of Directors, including details of their qualifications and
experience, are set out in the Directors’ Report of this Annual Report.
Top: Lachlan Harvey
(Field Assistant) cutting
core samples.
26 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Recommendation 2.1: Independence
The Board is conscious of the need for independence and ensures that where a conflict of interest may
arise, the relevant Director(s) leave the meeting to ensure a full and frank discussion of the matter(s)
under consideration by the rest of the Board.
Those Directors who have interests in specific transactions or potential transactions do not receive
board papers related to those transactions or potential transactions, do not participate in any part of
a Directors’ meeting which considers those transactions or potential transactions, are not involved in
the decision making process in respect of those transactions or potential transactions, and are asked
not to discuss those transactions or potential transactions with other Directors. Each Director is
required by the Company to declare on an annual basis the details of any financial or other relevant
interests that they may have in the Company.
At the date of this statement the Board consists of two non-executive Directors, Mr Derek Carter,
who is also Chairman of the Board and Mr Richard Bonython. Mr Bonython has no other material
relationship with the Group or its subsidiaries other than his directorship. Mr Carter and his associates
beneficially hold 2.03% of the issued capital of Minotaur Exploration Ltd. The Company therefore has
one independent director as that relationship is currently defined.
The Board does not consist of a majority of independent directors and therefore the Group has not
complied with recommendation 2.1 of the Corporate Governance Council. The Company considers
the current structure to be an appropriate composition of the required skills and experience, given
the size and development of the Group at the present time.
Recommendations 2.2 and 2.3: Role of the Chairman
The role of the Chairman is to provide leadership to the Board and facilitate the efficient organisation
and conduct of the Board’s functioning. Mr Derek Carter, the Chairman of the Group, does not also
perform the role of the Managing Director, in accordance with recommendation 2.3 of the Corporate
Governance Council. He is however not independent and therefore the Group has not complied with
recommendation 2.2.
Recommendation 2.4: Nomination, retirement and appointment of Directors
The Board has not established a nomination and remuneration committee in accordance with
recommendation 2.4 of the Corporate Governance Council. The Board takes ultimate responsibility
for these matters and continues to monitor the composition of the committee and the roles
and responsibilities of the members. Accordingly, the Group has not established remuneration and
nomination committee charter in accordance with recommendations 2.4 and 2.6 of the ASX
Corporate Governance Council.
Recommendation 2.5
Gregg Morris
(Senior Geologist),
analysing Cloncurry
core samples.
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
27
Corporate
G O V E R N A N C E
Recommendation 2.5: Evaluation of Board performance
The Board continues to review performance against appropriate measures and identify ways to
improve performance. A performance evaluation of the Board, its committees and individual
directors took place for the current reporting period. The Board has not formally disclosed the
process in accordance with recommendations 2.5 and 2.6 of the ASX Corporate Governance Council.
The Board takes ultimate responsibility for these matters and does not consider the disclosure of
the performance evaluation necessary at this stage.
Recommendation 2.6: Additional information concerning the Board and Directors
The disclosures required by Recommendation 2.6 are included in this annual report. There are
procedures in place, agreed by the Board, to enable Directors, in furtherance of their duties, to seek
independent professional advice at the Company’s expense.
PRINCIPLE 3: Promote ethical and responsible decision making
Recommendation 3.1: Code of Conduct
The Board recognises the need for Directors and employees to observe the highest standards of
behaviour and business ethics when engaging in corporate activity. The Group intends to maintain a
reputation for integrity and is highly committed to demonstrating appropriate corporate practices
and decision making. The Group’s officers and employees are required to act in accordance with the
law and with the highest ethical standards.
The Board has not adopted and disclosed a formal code of conduct applying to the Board and all
employees in accordance with recommendations 3.1 and 3.3 of the Corporate Governance Council.
The Board takes ultimate responsibility for these matters and does not consider the disclosure of
the code necessary at this stage.
Securities Trading Policy
The Company has established a policy concerning trading in the Company’s shares by the Company’s
officers, employees and contractors and consultants to the Company while engaged in work for the
Company (Representatives).
This policy provides that it is the responsibility of each Representative to ensure they do not breach
the insider trading prohibition in the Corporations Act. Breaches of the insider trading prohibition
will result in disciplinary action being taken by the Company.
Representatives must also obtain written consent from the Chairman (or, in the case of the Chairman,
from the Board) prior to trading in the Company’s securities.
28 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Subject to these restrictions, the policy provides that Directors, the Company Secretary and employees
of, or contractors to, the Company that have access to the Company’s financial information or
drilling results are permitted to trade in the Company’s securities throughout the year except during
the following periods:
a)
the period between the end of the March, June, September and December quarters and the
release of the Company’s quarterly report to ASX for so long as the Company is required by the
Listing Rules to lodge quarterly reports; and
b) 24 hours after the following events:
i) Any major announcements;
ii) The release of the Company’s quarterly, half yearly and annual financial results to the ASX; and
iii) the Annual General Meeting and all other General Meetings.
In exceptional circumstances the Board may waive the requirements of the Share trading Policy to
allow Representatives to trade in the shares of the Company, provided to do so would not be illegal.
Directors must advise the Company Secretary of changes to their shareholdings in the Company
within two (2) business days of the change.
Recommendations 3.2 and 3.3: Diversity Policy
The ASX Corporate Governance Council has released amendments dated 30 June 2010 to the
2nd edition Corporate Governance Principles and Recommendations in relation to diversity.
For the purpose of the amendments diversity includes, but is not limited to, gender, age, ethnicity
and cultural background.
The Company continues to strive towards achieving objectives established towards increasing
gender diversity.
The Company will assess all staff and Board appointments on their merits with consideration to
diversity a driver in decision making.
The Company has not yet developed or disclosed a formal diversity policy and therefore has not
complied with the recommendations 3.2 and 3.3 of the Corporate Governance Council effective from
1 January 2011. The Board is ultimately responsible for reviewing the achievement of this policy.
Recommendations 3.4 and 3.5: Reporting in Annual Report
At the date of this Annual Report, the Company employs 20 staff members (excluding the
Non-Executive Directors), of which four are female. The Board of Directors consists of four male
directors. The Company has disclosed the information suggested in Recommendation 3.5 in
this Annual Report.
PRINCIPLE 4
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
29
Corporate
G O V E R N A N C E
PRINCIPLE 4: Safeguard integrity in financial reporting
The Group has structured financial management to independently verify and safeguard the integrity
of their financial reporting. The structure established by the Group includes:
• Review and consideration of the financial statements by the audit committee; and
• A process to ensure the independence and competence of the Group’s external auditors.
Recommendations 4.1, 4.2 and 4.3: Audit Committee
The audit, risk and compliance committee comprises Mr Richard Bonython (Chairman) and
Dr Antonio Belperio. Mr Richard Bonython is considered independent. The board will annually
confirm the membership of the committee.
The committee’s primary responsibilities are to:
• oversee the existence and maintenance of internal controls and accounting systems;
• oversee the management of risk within the Group;
• oversee the financial reporting process;
• review the annual and half-year financial reports and recommend them for approval by the
Board of Directors;
• nominate external auditors;
• review the performance of the external auditors and existing audit arrangements; and
• ensure compliance with laws, regulations and other statutory or professional requirements,
and the Group’s governance policies.
The Group has not complied with recommendation 4.2 of the Corporate Governance Council because
it does not consist of a majority of independent directors and only has two committee members.
Given the skills and experience of the audit committee, the Board believes the structure and process
to be adequate. The Board continues to monitor the composition of the committee and the roles
and responsibilities of the members.
In addition, the Board has not adopted and disclosed a formal committee charter in accordance with
recommendations 4.3 and 4.4 of the Corporate Governance Council.
PRINCIPLE 5: Make timely and balanced disclosure
The Group has a policy that all shareholders and investors have equal access to the Group’s information.
The Board ensures that all price sensitive information is disclosed to the ASX in accordance with the
continuous disclosure requirements of the Corporation’s Act and ASX Listing Rules. The Company
30 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Secretary has primary responsibility for all communications with the ASX and is accountable to the
Board through the Chair for all governance matters.
Recommendations 5.1: Disclosure policy
The Group has not publicly disclosed a formal disclosure policy in accordance with recommendations
5.1 and 5.2 of the Corporate Governance Council. The Board takes ultimate responsibility for these
matters and does not consider disclosure of a disclosure policy to be appropriate at this stage.
PRINCIPLE 6: Respect the rights of shareholders
The Board strives to ensure that Shareholders are provided with sufficient information to assess the
performance of the Group and its Directors, and to make well-informed investment decisions.
Recommendations 6.1: Communications policy
Information is communicated to Shareholders through:
• annual, half-yearly and quarterly financial reports;
• annual and other general meetings convened for Shareholder review and approval of
Board proposals;
• continuous disclosure of material changes to ASX for open access to the public; and
• the Group maintains a website where all ASX announcements, notices and financial reports are
published as soon as possible after release to ASX.
All information disclosed to the ASX is posted on the Group’s website www.minotaurexploration.com.au
The auditor is invited to attend the annual general meeting of Shareholders. The Chairman will permit
Shareholders to ask questions about the conduct of the audit and the preparation and content of the
audit report.
The Group has not publicly disclosed a communications policy in accordance with recommendations
6.1 and 6.2 of the Corporate Governance Council. The Board takes ultimate responsibility for these
matters and does not consider disclosure of a communications policy to be appropriate at this stage.
PRINCIPLE 7: Recognise and manage risk
The Board has identified the significant areas of potential business and legal risk of the Group.
In addition the Board has developed the culture, processes and structures of the Company to encourage
a framework of risk management which identifies, monitors and manages the material risks facing
the organisation.
Recommendations 7.1 and 7.2
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
31
Corporate
G O V E R N A N C E
Recommendations 7.1 and 7.2: Risk management policy
The identification, monitoring and, where appropriate, the reduction of significant risk to the Group is
the responsibility of the Managing Director and the Board. The Board has also established the audit,
risk and compliance committee which addresses the risks of the Group.
The Board reviews and monitors the parameters under which such risks will be managed.
Management accounts are prepared and reviewed with the Managing Director at subsequent board
meetings. Budgets are prepared and compared against actual results. Management and the Board
monitor the Group’s material business risks and reports are considered at regular meetings.
The Group has not publicly disclosed a policy for the oversight and management of material business
risks in accordance with recommendations 7.1 and 7.4 of the Corporate Governance Council.
The Board takes ultimate responsibility for these matters and does not consider disclosure of a risk
management policy to be appropriate at this stage.
Recommendations 7.3: Statement from Managing Director and Company Secretary
The Managing Director and the Company Secretary are required to state in writing to the Board that
the Group’s financial reports present a true and fair view, in all material respects, of the Company’s
financial condition and operational results are in accordance with relevant accounting standards.
Included in this statement is a confirmation that the Company’s risk management and internal
controls are operating efficiently and effectively. This statement has been received for the year ended
30 June 2012.
PRINCIPLE 8: Remunerate fairly and responsibly
The Chairman and the non-executive Directors are entitled to draw Directors fees and receive
reimbursement of reasonable expenses for attendance at meetings. The Group is required to
disclose in its annual report details of remuneration to Directors. The maximum aggregate annual
remuneration which may be paid to non-executive Directors is $300,000. This amount cannot be
increased without the approval of the Group’s shareholders. Please refer to the remuneration
report within the directors’ report for details regarding the remuneration structure of the managing
director and senior management.
Recommendation 8.1: Remuneration Committee
The Board has not established a remuneration committee or disclosed a committee charter on the
Company website and therefore has not complied with recommendations 8.1 and 8.3 of the
Corporate Governance Council. The Board takes ultimate responsibility for these matters and does
not consider a remuneration committee to be appropriate at this stage.
32 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Financial Report
F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 2
CONTENTS
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
34
35
36
37
38
69
70
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
33
Consolidated Statement of
Comprehensive Income
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
Revenue
Gain on reclassification of non-current asset
Other income
Impairment of exploration and evaluation assets
Impairment of available-for-sale assets
Employee benefits expense
Depreciation expense
Finance costs
Share of losses of associates accounted for using the equity method
Other expenses
Profit/(Loss) before income tax expense
Note
4(a)
4(c)
4(b)
4(d)
4(d)
4(e)
4(d)
4(d)
4(d)/12
4(f)
Consolidated Group
2012
$
503,410
-
8,370,582
(874,242)
(3,092,107)
(304,715)
(111,517)
(11,314)
-
2011
$
429,993
4,214,545
254,724
(1,730,333)
(2,299,000)
(306,565)
(149,259)
(13,251)
(743,806)
(959,708)
(1,155,630)
3,520,389
(1,498,582)
Income tax benefit/(expense)
5
(11,947)
268,149
Profit/(Loss) from continuing operations
3,508,442
(1,230,433)
Discontinued operations
Profit/(Loss) for the year from discontinued operations
23
355,470
(8,761)
Profit/(Loss) for the year
3,863,912
(1,239,194)
Other comprehensive income
Exchange differences arising on translation of foreign operations
Gain/(loss) on available-for-sale investments taken to equity
20(b)
20(c)
(2,566)
(338,000)
(97,090)
48,000
Total comprehensive income for the period
3,523,346
(1,288,284)
Earnings per share (Continuing operations):
Basic earnings per share
Diluted earnings per share
Earnings per share (Discontinued operations):
Basic earnings per share
Diluted earnings per share
Cents
3.48
3.48
Cents
3.84
3.84
Cents
(1.37)
(1.37)
Cents
(1.38)
(1.38)
The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
34 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Consolidated Statement of
Financial Position
A S A T 3 0 J U N E 2 0 1 2
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other current assets
Held-for-sale assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Available-for-sale investments
Investments accounted for using the equity method
Property, plant and equipment
Exploration and evaluation assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Short-term borrowings
Short-term provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Long-term borrowings
Long-term provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Retained earnings
TOTAL EQUITY
Consolidated Group
Note
2012
$
2011
$
7
8
9
10
11
12
13
14
16
17
18
17
18
19
20
21
14,069,291
2,231,064
278,788
320,280
-
764,906
376,349
142,345
14,668,359
3,514,664
2,859,067
4,605,000
-
560,516
8,666,703
-
549,995
11,345,820
12,086,286
16,500,815
26,754,645
20,015,479
2,043,506
32,983
392,696
684,306
33,898
317,229
2,469,185
1,035,433
149,484
62,412
211,896
118,936
62,070
181,006
2,681,081
1,216,439
24,073,564
18,799,040
30,816,748
848,443
29,213,124
1,120,401
(7,591,627)
(11,534,485)
24,073,564
18,799,040
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
35
Consolidated Statement of
Changes in Equity
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
Issued
Capital
Ordinary
$
Note
Consolidated Group
Share
Option
Reserve
$
Other
Components
of Equity
(Note 20)
$
Retained
Earnings
$
Total Equity
$
Balance at 1 July 2010
25,930,647
820,394
171,055
(49,090)
(10,325,125)
16,596,971
(1,239,194)
(1,288,284)
Total comprehensive income for the year
Issue of shares by way of private placement
Issue of shares upon exercise of options
Transfer from share based payment reserve
upon exercise of options
Transaction costs (net of tax)
Cost of share based payment
Transfer from available for sale revaluation
reserve upon disposal of investments
Transfer from share based payment reserve
upon lapse of options
Balance at 30 June 2011
Balance at 1 July 2011
Total comprehensive income for theyear
Issue of shares under Share Purchase Plan
Transaction costs (net of tax)
Cost of share based payment
Transfer from share option reserve
upon lapse of options
19
19
20
19
15
20
20
19
19
15
20
-
-
-
(11,182)
-
133,777
-
3,382,242
25,000
11,182
(135,947)
-
-
-
-
1,631,500
(27,876)
-
-
-
-
-
147,554
(78,946)
-
85,281
(29,834)
-
29,834
-
29,213,124
913,155
207,246
(11,534,485)
18,799,040
29,213,124
913,155
207,246
(11,534,485)
18,799,040
(340,566)
3,863,912
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,382,242
25,000
-
(135,947)
133,777
85,281
3,523,346
1,631,500
(27,876)
147,554
-
-
-
78,946
-
Balance at 30 June 2012
30,816,748
981,763
(133,320)
(7,591,627)
24,073,564
The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.
36 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Consolidated Statement of
Cash Flows
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Finance costs
Receipt of Research and Development Tax Concession
Consolidated Group
Note
2012
$
2011
$
337,037
(1,763,980)
144,829
(10,572)
872,556
227,611
(1,655,928)
234,325
(13,198)
312,150
NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
7
(420,130)
(895,040)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment
Payments for property, plant and equipment
Purchase of investments in associates
Purchase of available-for-sale investments
Proceeds from sale of available-for-sale investments
Proceeds from sale of an investment in an associate
Proceeds from sale of exploration and evaluation assets
Proceeds from the sale of subsidiary
Exploration related government grants
Joint venture receipts
Payments for exploration activities
132,368
(285,662)
-
(10,983)
60,440
147,742
10,450,000
4,220,000
70,662
4,786,884
(8,925,724)
-
(219,526)
(500,000)
(24,000)
368,774
-
-
-
-
2,280,739
(6,045,992)
NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES
10,645,727
(4,140,005)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Payment of transaction costs of issue of shares
Proceeds from borrowings
Repayment of borrowings
1,631,500
(38,103)
195,617
(177,485)
3,407,242
(212,121)
-
(34,766)
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES
1,611,529
3,160,355
Net increase/(decrease) in cash and cash equivalents
Net foreign exchange differences
Cash at the beginning of the period
CASH AT THE END OF THE PERIOD
11,837,126
1,101
2,231,064
(1,874,690)
(16,368)
4,122,122
14,069,291
2,231,064
The above Statement of Cash Flows should be read in conjunction with the accompanying notes.
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
37
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
These consolidated financial statements and notes represent
Non-controlling interests, being the equity in a subsidiary not
those of Minotaur Exploration Ltd and Controlled Entities (the
attributable, directly or indirectly, to a parent, are reported
”consolidated group” or “group”).
The separate financial statements of the parent entity, Minotaur
Exploration Ltd, have not been presented within this financial
report as permitted by the Corporations Act 2001.
separately within the equity section of the consolidated
statement of financial position and statement of
comprehensive income. The non-controlling interests in the
net assets comprise their interests at the date of the original
business combination and their share of changes in equity
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
since that date.
b)
Income Tax
The financial statements are general purpose financial statements
that have been prepared in accordance with Australian
Accounting Standards, Australian Accounting Interpretations,
The income tax expense (revenue) for the year comprises
current income tax expense (income) and deferred tax
expense (income).
other authoritative pronouncements of the Australian Accounting
Current income tax expense charged to profit or loss is the
Standards Board (AASB) and the Corporations Act 2001.
tax payable on taxable income. Current tax liabilities
Australian Accounting Standards set out accounting policies that
the AASB has concluded would result in financial statements
(assets) are measured at the amounts expected to be paid
to (recovered from) the relevant taxation authority.
containing relevant and reliable information about transactions,
Deferred income tax expense reflects movements in deferred
events and conditions. Compliance with Australian Accounting
tax asset and deferred tax liability balances during the year
Standards ensures that the financial statements and notes also
as well unused tax losses.
comply with International Financial Reporting Standards as
issued by the IASB. Material accounting policies adopted in the
preparation of these financial statements are presented below
and have been consistently applied unless otherwise stated.
Current and deferred income tax expense (income) is
charged or credited outside profit or loss when the tax
relates to items that are recognised outside profit or loss.
Except for business combinations, no deferred income tax
The financial statements have been prepared on an accruals basis
is recognised from the initial recognition of an asset or
and are based on historical costs, modified, where applicable,
liability, where there is no effect on accounting or taxable
by the measurement at fair value of selected non-current assets,
profit or loss.
financial assets and financial liabilities.
a) Principle of Consolidation
The consolidated financial statements incorporate the
assets, liabilities and results of entities controlled by
Minotaur Exploration Ltd at the end of the reporting period.
A controlled entity is any entity over which Minotaur
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 and their measurement
also reflects the manner in which management expects to
recover or settle the carrying amount of the related asset
or liability.
Exploration Ltd has the ability and right to govern the
Deferred tax assets relating to temporary differences and
financial and operating policies so as to obtain benefits from
unused tax losses are recognised only to the extent that it is
the entity’s activities.
Where controlled entities have entered or left the Group
probable that future taxable profit will be available against
which the benefits of the deferred tax asset can be utilised.
during the year, the financial performance of those entities
Where temporary differences exist in relation to investments
is included only for the period of the year that they were
in subsidiaries, branches, associates, and joint ventures,
controlled. A list of controlled entities is contained in Note 26
deferred tax assets and liabilities are not recognised where
to the financial statements.
In preparing the consolidated financial statements, all
inter-group balances and transactions between entities
in the consolidated group have been eliminated in full
on consolidation.
the timing of the reversal of the temporary difference can be
controlled and it is not probable that the reversal will occur
in the foreseeable future.
38 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Current tax assets and liabilities are offset where a legally
amount is assessed on the basis of the expected net cash
enforceable right of set-off exists and it is intended that net
flows that will be received from the asset’s employment
settlement or simultaneous realisation and settlement of the
and subsequent disposal. The expected net cash flows have
respective asset and liability will occur. Deferred tax assets
been discounted to their present values in determining
and liabilities are offset where:
recoverable amounts.
a) a legally enforceable right of set-off exists; and
The cost of fixed assets constructed within the consolidated
b)
the deferred tax assets and liabilities relate to income
group includes the cost of materials, direct labour,
taxes levied by the same taxation authority on either the
borrowing costs and an appropriate proportion of fixed and
same taxable entity or different taxable entities where
variable overheads.
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.
Tax consolidation
The parent entity and its Australian wholly-owned entities are
Subsequent costs are included in the asset’s carrying amount
or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with
the item will flow to the Group and the cost of the item can
be measured reliably. All other repairs and maintenance are
charged to the statement of comprehensive income during
the financial period in which they are incurred.
part of a tax-consolidated group under Australian taxation
Depreciation
law. The head entity within the tax consolidation group
for the purposes of the tax consolidation system is Minotaur
Exploration Ltd.
The depreciable amount of all fixed assets including buildings
and capitalised lease assets, but excluding freehold land,
is depreciated on a straight-line and diminishing value basis
Minotaur Exploration Ltd and each of its own wholly-owned
over the asset’s useful life to the consolidated group
subsidiaries recognise the current and deferred tax assets
commencing from the time the asset is held ready for use.
and deferred tax liabilities applicable to the transactions
Leasehold improvements are depreciated over the shorter
undertaken by it, after elimination of intra-group
of either the unexpired period of the lease or the estimated
transactions. Minotaur Exploration Ltd recognises the entire
useful lives of the improvements.
tax-consolidated group’s retained tax losses.
c) Property, Plant and Equipment
Each class of property, plant and equipment is carried at
cost or fair value as indicated less, where applicable, any
accumulated depreciation and impairment losses.
Plant and equipment
Plant and equipment are measured on the cost basis and
The useful life for each class of depreciable assets are:
Class of Fixed Asset
Plant and equipment
Motor Vehicles
Useful life
2 - 20 years
6 - 15 years
The assets’ residual values and useful lives are reviewed, and
adjusted if appropriate, at the end of each reporting period.
therefore carried at cost less accumulated depreciation and
An asset’s carrying amount is written down immediately
any accumulated impairment. In the event the carrying
to its recoverable amount if the asset’s carrying amount is
amount of plant and equipment is greater than the estimated
greater than its estimated recoverable amount.
recoverable amount, the carrying amount is written down
immediately to the estimated recoverable amount and
impairment losses are recognised either in profit or loss or
as a revaluation decrease if the impairment losses relate to a
revalued asset. A formal assessment of recoverable amount
is made when impairment indicators are present.
The carrying amount of plant and equipment is reviewed
annually by directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable
Gains and losses on disposals are determined by comparing
proceeds with the carrying amount. These gains and losses
are included in the statement of comprehensive income.
When revalued assets are sold, amounts included in the
revaluation surplus relating to that asset are transferred to
retained earnings.
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
39
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Lease payments are allocated between the reduction of the
d) Exploration and Development Expenditure
Exploration, evaluation and development expenditures
incurred are capitalised in respect of each identifiable area of
interest. These costs are only capitalised to the extent that
lease liability and the lease interest expense for the period.
Leased assets are depreciated on a diminishing value
basis over the shorter of their estimated useful lives or the
lease term.
they are expected to be recovered through the successful
Lease payments for operating leases, where substantially all
development of the area or where activities in the area have
the risks and benefits remain with the lessor, are recognised
not yet reached a stage that permits reasonable assessment
as expenses in the periods in which they are incurred.
of the existence of economically recoverable reserves.
Lease incentives under operating leases are recognised
Accumulated costs in relation to an abandoned area are
as a liability and amortised on a straight-line basis over the
written off in full against profit in the year in which the
lease term.
decision to abandon the area is made.
When production commences, the accumulated costs for
the relevant area of interest are amortised over the life of the
f) Financial Instruments
Recognition and initial measurement
area according to the rate of depletion of the economically
Financial assets and financial liabilities are recognised when
recoverable reserves.
A regular review is undertaken of each area of interest to
determine the appropriateness of continuing to capitalise
costs in relation to that area of interest.
Costs of site restoration are provided over the life of the
project from when exploration commences and are included
in the costs of that stage. Site restoration costs include the
dismantling and removal of mining plant, equipment and
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 (i.e. trade date accounting is adopted).
Financial instruments are initially measured at fair value plus
transaction costs, except where the instrument is classified
"at fair value through profit or loss", in which case transaction
costs are expensed to profit or loss immediately.
building structures, waste removal, and rehabilitation of the
Classification and subsequent measurement
site in accordance with local laws and regulations and
clauses of the permits. Such costs have been determined
using estimates of future costs, current legal requirements
and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted on a
prospective basis. In determining the costs of site restoration,
there is uncertainty regarding the nature and extent of
the restoration due to community expectations and future
legislation. Accordingly the costs have been determined on
the basis that the restoration will be completed within one
year of abandoning the site.
e) Leases
Finance instruments are subsequently measured at fair
value, amortised cost using the effective interest rate method,
or cost.
Amortised cost is the amount at which the financial asset
or financial liability is measured at initial recognition less
principal repayments and any reduction for impairment, and
adjusted for any cumulative amortisation of the difference
between that initial amount and the maturity amount
calculated using the effective interest method.
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
Leases of fixed assets where substantially all the risks and
recent arm’s length transactions, reference to similar
benefits incidental to the ownership of the asset, but
instruments and option pricing models.
not the legal ownership that is transferred to entities in the
consolidated group, are classified as finance leases.
The effective interest method is used to allocate interest
income or interest expense over the relevant period and is
Finance leases are capitalised by recognising an asset and
equivalent to the rate that discounts estimated future cash
a liability at the lower of the amounts equal to the fair value
payments or receipts (including fees, transaction costs and
of the leased property or the present value of the minimum
lease payments, including any guaranteed residual values.
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
40 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
financial asset or financial liability. Revisions to expected
The carrying amount of the investment includes goodwill
future net cash flows will necessitate an adjustment to the
relating to the associate. Any discount on acquisition
carrying value with a consequential recognition of an income
whereby the Group’s share of the net fair value of the
or expense item in profit or loss.
The Group does not designate any interests in subsidiaries,
associates or joint venture entities as being subject to the
associate exceeds the cost of investment is recognised in
profit or loss in the period in which the investment
is acquired.
requirements of Accounting Standards specifically applicable
Profits and losses resulting from transactions between
to financial instruments.
i)
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.
Loans and receivables are included in current assets,
where they are expected to mature within 12 months
after the end of the reporting period.
ii) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative
financial assets that are either 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 nor fixed
or determinable payments.
They are subsequently measured at fair value with
changes in such fair value (ie gains or 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
or loss.
Available-for-sale financial assets are included in
non-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 current assets.
g)
Investments in Associates
Associates are companies in which the Group has significant
influence through holding, directly or indirectly, 20% or more
of the voting power of the Group. Investments in associates
are accounted for in the financial statements by applying the
equity method of accounting, whereby the investment
is initially recognised at cost and adjusted thereafter for the
post-acquisition change in the Group’s share of net assets
of the associate company. In addition, the Group’s share of
the profit or loss of the associate company is included in the
Group’s profit or loss.
the Group and the associate are eliminated to the extent of
the Group’s interest in the associate.
When the Group’s share of losses in an associate equals or
exceeds its interest in the associate, the Group discontinues
recognising its share of further losses unless it has incurred
legal or constructive obligations or made payments on
behalf of the associate. When the associate subsequently
makes profits, the Group will resume recognising its share
of those profits once its share of the profits equals the share
of the losses not recognised.
Details of the Group’s investments in associates are provided
in Note 12.
h)
Interests in Joint Ventures
A joint venture is a contractual arrangement whereby two or
more parties undertake an economic activity that is subject
to joint control. A jointly controlled operation involves use
of assets and other resources of the venturers rather than
establishment of a separate entity. The Group recognises its
interest in the jointly controlled operations by recognising
the assets that it controls and the liabilities that it incurs.
The Group also recognises the expenses that it incurs and
its share of the income that it earns from the sale of goods
or services by the jointly controlled operation.
The Company has entered into a number of Joint Ventures
with various parties to explore on certain tenements that
the Group has a beneficial interest in. A full list of these Joint
Ventures, as well as the parties involved, can be found at the
end of this report.
i) Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the Group’s entities is
measured using the currency of the primary economic
environment in which that entity operates. The consolidated
financial statements are presented in Australian dollars which
is the parent entity’s functional and presentation currency.
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
41
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
i) Foreign Currency Transactions and Balances CONTINUED
outflows to be made for those benefits. In determining the
liability, consideration is given to employee wages increases
Transactions and balances
and the probability that the employee may satisfy vesting
requirements. Those cash flows are discounted using
Foreign currency transactions are translated into functional
market yields on national government bonds with terms to
currency using the exchange rates prevailing at the date of
maturity that match the expected timing of cash flows.
the transaction. Foreign currency monetary items are
translated at the year-end exchange rate. Non-monetary
Equity-settled compensation
items measured at historical cost continue to be carried at the
The Group operates an employee share option plan.
exchange rate at the date of the transaction. Non-monetary
Share-based payments to employees are measured at the
items measured at fair value are reported at the exchange
fair value of the instruments issued and amortised over the
rate at the date when fair values were determined.
vesting periods. Share-based payments to non-employees
Exchange differences arising on the translation of monetary
items are recognised in profit or loss, except where deferred
in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of
are measured at the fair value of goods or services received
or the fair value of the equity instruments issued, if it is
etermined the fair value of the goods or services cannot be
reliably measured, and are recorded at the date the goods or
services are received. The corresponding amount is recorded
non-monetary items are recognised directly in other
to the option reserve. The fair value of options is determined
comprehensive income to the extent that the underlying
using the Black-Scholes pricing model. The number of
gain or loss is recognised in other comprehensive
options expected to vest is reviewed and adjusted at the end
income; otherwise the exchange difference is recognised
of each reporting period such that the amount recognised for
in profit or loss.
Group companies
The financial results and position of foreign operations,
whose functional currency is different from the Group’s
presentation currency, are translated as follows:
•
assets and liabilities are translated at exchange rates
prevailing at the end of the reporting period;
•
•
income and expenses are translated at average
exchange rates for the period; and
retained earnings are translated at the exchange rates
prevailing at the date of the transaction.
Exchange differences arising on translation of foreign
operations with functional currencies other than Australian
dollars are recognised in other comprehensive income
and included in the foreign currency translation reserve in
the statement of financial position. These differences are
recognised in profit or loss in the period in which the
operation is disposed.
j) Employee Benefits
Provision is made for the Group’s liability for employee
benefits arising from services rendered by employees to the
end of the reporting period. Employee benefits that are
expected to be settled within year have been measured at
the amounts expected to be paid when the liability is settled.
Employee benefits payable later than year have been
measured at the present value of the estimated future cash
42 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
services received as consideration for the equity instruments
granted is based on the number of equity instruments that
eventually vest.
k) Provisions
Provisions are recognised when the Group 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.
Provisions are measured using the best estimate of the
amounts required to settle the obligation at the end of the
reporting period.
l) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits
available on demand with banks, other short-term highly
liquid investments with original maturities of 6 months or
less, and bank overdrafts. Bank overdrafts are reported within
short-term borrowings in current liabilities in the statement
of financial position.
m) Revenue and Other Income
Revenue is measured at the fair value of the consideration
received or receivable after taking into account any trade
discounts and volume rebates allowed. When the inflow of
consideration is deferred, it is treated as the provision of
financing and is discounted at a rate of interest that is
generally accepted in the market for similar arrangements.
The difference between the amount initially recognised and
the amount ultimately received is interest revenue.
Revenue from the sale of goods is recognised at the point of
Grants relating to assets are credited to deferred income
delivery as this corresponds to the transfer of significant risks
at fair value and are credited to income over the expected
and rewards of ownership of the goods and the cessation of
useful life of the asset on a straight-line basis.
all involvement in those goods.
Interest revenue is recognised using the effective interest
rate method.
q) Comparative Figures
When required by Accounting Standards, comparative figures
have been adjusted to conform to changes in presentation
Revenue recognition relating to the provision of services is
for the current financial year.
determined with reference to the stage of completion
of the transaction at the end of the reporting period, where
r) Critical Accounting Estimates and Judgments
outcome of the contract can be estimated reliably. Stage
The directors evaluate estimates and judgments incorporated
of completion is determined with reference to the services
into the financial statements based on historical knowledge
performed to date as a percentage of total anticipated
and best available current information. Estimates assume a
services to be performed. Where the outcome cannot be
reasonable expectation of future events and are based on
estimated reliably, revenue is recognised only to the extent
current trends and economic data, obtained both externally
that related expenditure is recoverable.
and within the Group.
All revenue is stated net of the amount of goods and
Key estimates
services tax (GST).
n) Borrowing Costs
Borrowing costs directly attributable to the acquisition,
construction or production of assets that necessarily take a
substantial period of time to prepare for their intended use
or sale are added to the cost of those assets, until such time
as the assets are substantially ready for their intended use
or sale.
i)
Impairment
The Group assesses impairment at the end of each
reporting period by evaluating conditions and events
specific to the Group that may be indicative of
impairment triggers. Recoverable amounts of relevant
assets are reassessed using value-in-use calculations
which incorporate various key assumptions.
ii) Exploration and evaluation expenditure
All other borrowing costs are recognised in profit or loss in
The Group capitalises expenditure relating to exploration
the period in which they are incurred.
o) Goods and Services Tax (GST)
and evaluation where it is considered likely to be
recoverable or where the activities have not reached a
stage that permits a reasonable assessment of the
Revenues, expenses and assets are recognised net of the
existence of reserves. While there are certain areas of
amount of GST, except where the amount of GST incurred is
interest from which no reserves have been extracted,
not recoverable from the Australian Taxation Office (ATO).
the directors are of the continued belief that such
Receivables and payables are stated inclusive of the
amount of GST receivable or payable. The net amount of
GST recoverable from, or payable to, the ATO is included
with other receivables or payables in the statement of
expenditure should not be written off since feasibility
studies in such areas have not yet concluded.
Such capitalised expenditure is carried at the end of the
year at $8,666,703.
financial position.
s) Changes in accounting policies
Cash flows are presented on a gross basis. The GST
Adoption of AASB’s and improvements in AASB’s 2011 –
components of cash flows arising from investing or financing
AABS 1054 and AASB 2011-11
activities which are recoverable from, or payable to, the ATO
are presented as operating cash flows included in receipts
from customers or payments to suppliers.
p) Government Grants
Government grants are recognised at fair value where there
is reasonable assurance that the grant will be received and
all grant conditions will be met. Grants relating to expense
items are recognised as income over the periods necessary
to match the grant to the costs they are compensating.
The AASB has issued AASB 1054 Australian Additional Disclo-
sures and 2011-1 Amendments to Australian Accounting
Standards arising from the Trans-Tasman Convergence Project,
and made several minor amendments to a number of AASBs.
These standards eliminate a large portion of the differences
between the Australian and New Zealand accounting
standards and IFRS and retain only additional disclosures
considered necessary. These changes also simplify some
current disclosures for Australian entities and remove others.
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
43
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AASB 12 Disclosure of Interests in Other Entities (AASB 12)
t) Standards, amendments and interpretations to existing
standards that are not yet effective and have not been
adopted early by the group
At the date of authorisation of these financial statements,
certain new standards, amendments and interpretations to
existing standards have been published but are not yet
effective, and have not been adopted early by the Group.
Management anticipates that all of the relevant
pronouncements will be adopted in the Group's accounting
policies for the first period beginning after the effective
date of the pronouncement. Information on new standards,
amendments and interpretations that are expected
to be relevant to the Group’s financial statements is
provided below.
Certain other new standards and interpretations have been
issued but are not expected to have a material impact on
the Group's financial statements.
Consolidation standards
AASB 12 integrates and makes consistent the disclosure
requirements for various types of investments, including
unconsolidated structured entities. It introduces new
disclosure requirements about the risks to which an entity
is exposed from its involvement with structured entities.
Consequential amendments to AASB 127 Separate
Financial Statements (AASB 127) and AASB 128 Investments
in Associates and Joint Ventures (AASB 128)
AASB 127 Consolidated and Separate Financial Statements
was amended to AASB 127 Separate Financial Statements
which now deals only with separate financial statements.
AASB 128 brings investments in joint ventures into its scope.
However, AASB 128’s equity accounting methodology
remains unchanged.
AASB 13 Fair Value Measurement (AASB 13)
AASB 13 does not affect which items are required to be fair-
valued, but clarifies the definition of fair value and provides
related guidance and enhanced disclosures about fair value
measurements. It is applicable for annual periods beginning
A package of consolidation standards are effective for
on or after 1 January 2013. The Group’s management have
annual periods beginning or after 1 January 2013.
yet to assess the impact of this new standard.
Information on these new standards is presented below.
The Group’s management have yet to assess the impact of
these new and revised standards on the Group’s
consolidated financial statements.
AASB 10 Consolidated Financial Statements (AASB 10)
AASB 2011-9 Amendments to Australian Accounting
Standards Presentation of Items of Other Comprehensive
Incomes (AASB 101 Amendments)
The AASB 101 Amendments require an entity to group items
presented in other comprehensive income into those that,
AASB 10 supersedes the consolidation requirements in
in accordance with other IFRSs: (a) will not be reclassified
AASB 127 Consolidated and Separate Financial Statements
subsequently to profit or loss and (b) will be reclassified
(AASB 127) and Interpretation 112 Consolidation – Special
subsequently to profit or loss when specific conditions are
Purpose Entities. It revised the definition of control together
met. It is applicable for annual periods beginning on
with accompanying guidance to identify an interest in a
or after 1 July 2012. The Group’s management expects
subsidiary. However, the requirements and mechanics of
this will change the current presentation of items in other
consolidation and the accounting for any non-controlling
comprehensive income; however, it will not affect the
interests and changes in control remain the same.
measurement or recognition of such items.
AASB 11 Joint Arrangements (AASB 11)
AASB 11 supersedes AASB 131 Interests in Joint Ventures
(AASB 131). It aligns more closely the accounting by the
AASB 2011-4 Amendments to Australian Accounting
Standards to Remove Individual Key Management Personnel
Disclosure Requirements (AASB 124 Amendments)
investors with their rights and obligations relating to the
AASB 2011-4 makes amendments to AASB 124 Related Party
joint arrangement. It introduces two accounting categories
Disclosures to remove individual key management personnel
(joint operations and joint ventures) whose applicability is
disclosure requirements, to achieve consistency with
determined based on the substance of the joint arrangement.
the international equivalent (which includes requirements
In addition, AASB 131’s option of using proportionate
to disclose aggregate (rather than individual) amounts
consolidation for joint ventures has been eliminated.
of KMP compensation), and remove duplication with the
AASB 11 now requires the use of the equity accounting
method for joint ventures, which is currently used for
investments in associates.
Corporations Act 2011. The amendments are applicable
for annual periods beginning on or after 1 July 2013.
The Group’s management have yet to assess the impact of
these amendments.
44 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
2 PARENT INFORMATION
FINANCIAL POSITION
Assets
Current Assets
Non-current Assets
Total Assets
Liabilities
Current Liabilities
Non-current Liabilities
Total Liabilities
Equity
Issued Capital
Reserves
Retained Earnings
Total Equity
FINANCIAL PERFORMANCE
(Loss) for the year
Other Comprehensive Income
Total Comprehensive Income
Guarantees
2012
$
2011
$
13,819,405
12,353,662
2,370,380
17,466,911
26,173,067
19,837,291
1,887,607
211,896
2,099,503
551,480
81,006
632,486
30,816,748
981,763
29,213,124
913,154
(7,724,947)
(11,327,238)
24,073,564
18,799,040
3,602,291
(1,203,003)
-
-
3,602,291
( 1,203,003)
Minotaur Exploration Ltd has not entered into any guarantees, in the current or previous financial year, in relation
to the debts of its subsidiaries.
Contingent Liabilities
Contingent liabilities of the parent entity have been incorporated into the Group information in Note 24.
The contingent liabilities of the parent are consistent with that of the Group.
Contractual Commitments
Contractual Commitments of the parent entity have been incorporated into the Group information in Note 22.
The contractual commitments of the parent are consistent with that of the Group.
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
45
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
3 OPERATING SEGMENTS
Information reported to the chief operating decision maker (identified as the board) for the purposes of resource allocation and
assessment of segment performance focuses on types of business segments encountered by the Group. The Group’s reportable
Investment: that being strategic investment by the Group in equity instruments of associates and other similar entities;
segments under AASB 8 are therefore as follows:
•
•
•
The following is an analysis of the Group’s revenue and results from continuing operation by reportable segment.
Exploration activities conducted in Australia; and
Exploration activities conducted in Canada.
Continuing Operations
Investments
Mineral Exploration – Australia
Mineral Exploration – Canada
Discontinued operations
Finance costs
Administration/Corporate
Depreciation
Consolidated revenue
Profit/(Loss) before income tax
Income tax benefit/(expense)
Profit/(Loss) for period
Segment Revenue
Segment Result
Financial Year ended
30 June
2011
$
30 June
2012
$
Financial Year ended
30 June
2012
$
30 June
2011
$
308,083
8,546,645
-
-
4,528,277
370,985
-
(8,141)
(2,777,992)
1,485,471
7,672,403
(213,431)
-
(1,145,297)
355,470
(8,761)
8,854,728
4,891,121
5,249,881
117,982
-
19,264
-
-
-
-
(11,314)
(13,251)
(1,251,191)
(1,462,815)
(111,517)
(149,259)
8,873,992
4,891,121
3,875,859
(1,507,343)
(11,947)
268,149
3,863,912
(1,239,194)
The revenue reported above represents revenue generated from financial institutions and joint venture partners. There were no
intersegment sales during the period.
Segment profit/(loss) represents the profit earned by each segment without allocation of central administration costs, finance costs,
depreciation and income tax(expense)/benefit. This is the measure reported to the chief operating decision maker for the purposes
of resources allocation and assessment of segment performance.
46 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
3 OPERATING SEGMENTS CONTINUED
Segment Assets
Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of economic value
from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.
The Group has not reported on segment liabilities as such amounts are not regularly provided to the chief operating decision maker.
The following is an analysis of the Group’s assets by reportable operating segment.
Opening
Balance
1 July 2011
$
Capital
Expenditure/
Investment
$
Impairment and
Share of loss
$
Revaluations
Disposals
$
$
Closing
Balance
30 June 2012
$
Continuing Operations
Investments
5,805,000
12,033,278
(3,093,580)
(338,000)
(65,000)
14,341,698
Mineral Exploration – Australia
11,345,820
4,663,796
Mineral Exploration – Canada
-
41,818
(940,356)
(33,831)
-
-
(6,410,543)
8,658,717
-
7,987
Total Segment Assets
17,150,820
16,738,892
(4,067,767)
(338,000)
(6,475,543)
23,008,402
Other
Administration/Corporate
1,648,220
18,799,040
Opening
Balance
1 July 2010
$
Capital
Expenditure/
Investment
$
Impairment and
Share of loss
$
Revaluations
Disposals
$
$
1,065,162
24,073,564
Closing
Balance
30 June 2011
$
Continuing Operations
Investments
Mineral Exploration – Australia
Mineral Exploration – Canada
5,377,329
8,550,163
848,006
695,000
(3,042,806)
4,262,545
(1,487,068)
5,805,000
3,424,154
(585,036)
297,291
(1,145,297)
-
-
(43,461)
11,345,820
-
-
Total Segment Assets
14,775,498
4,416,445
(4,773,139)
4,262,545
(1,530,529)
17,150,820
Other
Administration/Corporate
2,875,553
17,651,051
1,648,220
18,799,040
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
47
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
Consolidated
2012
$
2011
$
337,037
166,373
503,410
19,264
8,209,608
(6,032)
147,742
8,370,582
212,686
217,307
429,993
-
158,299
96,425
-
254,724
-
(8,141)
8,370,582
246,583
-
-
-
1,784,951
2,429,594
4,214,545
874,242
3,092,107
1,730,333
2,299,000
3,966,349
4,029,333
71,028
40,489
111,517
102,431
46,828
149,259
4 REVENUE AND EXPENSES
a) Revenue
Administration fees
Bank interest received or receivable
b) Other income
From continuing operations
Net gains on disposal of motor vehicles
Net gains on disposal of tenements*
Net gain/(loss) on disposal of available-for-sale investments
Net gains on disposal of associates
From discontinued operations
Net gains on disposal of motor vehicles
c) Gain on reclassification of non-current asset
Gain on reclassification of investment in Thomson Resources Ltd – refer Note 11
Gain on reclassification of investment in Mithril Resources Ltd – refer Note 11
d) Expenses
Impairment of non-current assets
Capitalised tenement costs written off
Impairment of available-for-sale financial assets
Total impairment of non-current assets
Depreciation of non-current assets
Plant and equipment
Motor vehicles
Total depreciation
48 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
4 REVENUE AND EXPENSES CONTINUED
Consolidated
Finance expenses
Finance costs
Interest applicable to hire-purchase
Total borrowing costs
Losses from associates
Mithril Resources Ltd
Petratherm Ltd
Thomson Resources Ltd
Total losses from associates
e) Employees benefits expense
Wages, salaries, directors fees and other remuneration expenses
Superannuation expense
Transfer to/(from) annual leave provision
Transfer to/(from) long service leave provision
Share-based payments expense
Transfer to capitalised tenements
f) Other expenses
From continuing operations
Secretarial, professional and consultancy
Employee taxes and levies
Occupancy costs
Insurance costs
ASX/ASIC costs
Share register maintenance
Communication costs
Promotion and advertising
Audit fees
Other expenses
From discontinued operations
Other expenses
2012
$
175
11,139
11,314
-
-
-
-
2,939,647
222,181
12,704
63,105
147,554
2011
$
180
13,071
13,251
403,893
300,000
39,913
743,806
1,924,903
161,163
17,003
32,606
133,777
(3,080,476)
(1,962,887)
304,715
306,565
335,947
141,420
143,611
107,959
34,605
52,179
23,882
38,939
37,700
43,466
576,875
110,091
154,350
39,674
29,379
29,950
47,413
22,946
30,520
114,432
959,708
1,155,630
9,272
620
968,980
1,156,250
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
49
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
5
INCOME TAX EXPENSE
The major components of income tax expense are:
Statement of Comprehensive Income
Current income tax
Current income tax charge/(benefit)
research and Development Tax offset
Income tax expense/(benefit) reported in the income statement
A reconciliation between tax expense and the product of accounting profit before
income tax multiplied by the Group’s applicable income tax rate is as follows:
Consolidated
2012
$
2011
$
11,947
-
11,947
58,263
(326,412)
(268,149)
Accounting profit before income tax
3,520,389
(1,498,582)
At the Group’s statutory income tax rate of 30% (2011: 30%)
Immediate write off of capital expenditure
Expenditure not allowable for income tax purposes
Non-assessable income
Assessable income in relation to sale of exploration and evaluation assets
Capital gains
Utilisation of tax losses
Tax losses not recognised due to not meeting recognition criteria
Tax portion of share issue costs
The Group has tax losses arising in Australia of $1,478,753 (2011: $9,813,012) that are
available indefinitely for offset against future taxable profits of the companies in which
the losses arose.
Tax consolidation
Minotaur Exploration Ltd and its 100% owned Australian resident subsidiaries have
formed a tax consolidated group with effect from 5 February 2005. Minotaur Exploration
Ltd is the head entity of the tax consolidated group.
1,056,117
(1,426,781)
1,248,883
(2,511,175)
2,832,000
1,759,575
(2,958,619)
-
11,947
11,947
(449,575)
(1,153,689)
1,489,079
(1,338,337)
-
170,632
-
1,281,890
58,263
58,263
50 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Consolidated
2012
$
2011
$
6 EARNINGS PER SHARE
Basic earnings per share amounts are calculated by dividing net profit for the year
attributable to ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit
attributable to ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the year plus the weighted
average number of ordinary shares that would be issued on the conversion
of all the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted
earnings per share computations:
Net profit/(loss) attributable to ordinary equity holders of the parent entity
3,863,912
(1,239,194)
Weighted average number of ordinary shares for basic earnings per share
100,732,806
89,639,133
Effect of dilution
Share options
-
N/A
Weighted average number of ordinary shares adjusted for the effect of dilution
100,732,806
89,639,133
In accordance with AASB 133 ‘Earnings per Share’, as potential ordinary shares may
only result in a situation where their conversion results in an increase in loss per
share or decrease in profit per share from continuing operations, no dilutive effect
has been taken into account for 2011.
There have been no other transactions involving ordinary shares or potential
ordinary shares between the reporting date and the date of completion of these
financial statements.
7 CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Short-term deposits
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Short-term deposits are made for varying periods between one day and six
months, depending on the immediate cash requirements of the Group, and
earn interest at the respective short-term deposit rate.
Reconciliation to Statement of Cash Flows
For the purposes of the Statement of Cash Flows, cash and cash equivalents
comprise the following at 30 June:
Cash at banks and in hand
Short-term deposits
198,747
13,870,544
870,064
1,361,000
14,069,291
2,231,064
198,747
13,870,544
870,064
1,361,000
14,069,291
2,231,064
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
51
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
Consolidated
2012
$
2011
$
3,863,912
(1,239,194)
111,517
4,066,294
-
-
(8,835,269)
11,947
147,554
409,614
(17,649)
(243,860)
(9,999)
75,809
(420,130)
278,788
-
-
-
278,788
72,908
242,072
5,300
320,280
-
-
149,259
4,029,333
(4,214,545)
743,806
(246,583)
58,263
133,777
(89,075)
(32,087)
(261,159)
23,556
49,609
(895,040)
76,708
409,614
72,270
206,314
764,906
59,729
316,620
-
376,349
142,345
142,345
7 CASH AND CASH EQUIVALENTS CONTINUED
Reconciliation of net profit/loss after tax to net cash flows from operations
Net profit/(loss)
Adjustments for non-cash items:
Depreciation
Impairment of non-current assets
Gain on reclassification of non-current asset
Share of associates’ net (profits)/losses
Net (gain)/loss on disposal property plant and equipment,
available-for-sale financial instruments and tenements
Non-cash income tax expense/(benefit)
Share options expensed
Changes in assets and liabilities:
(Increase)/decrease in trade and other receivables
(Increase)/decrease in prepayments
(Decrease)/increase in trade and other payables
(Decrease)/increase in withholding tax payable
(Decrease)/increase in employee provisions
Net cash from operating activities
8 TRADE AND OTHER RECEIVABLES
Trade receivables (i)
Research and Development tax refund receivable
Goods and Services Tax receivable
Sundry debtors
i)
Trade receivables are non-interest bearing and are generally on 30-90 day terms.
An allowance for doubtful debts is made when there is objective evidence that a trade
receivable is impaired. No impairment was recognised in 2011 and 2012 and no
receivables are past due at balance date.
Information regarding the credit risk of current receivables is set out in Note 27.
9 OTHER CURRENT ASSETS
Prepayments
Accrued income
Other
10 HELD-FOR-SALE ASSETS
Exploration and evaluation phase costs
52 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Consolidated
2012
$
2011
$
4,605,000
(338,000)
(65,000)
1,750,647
(3,093,580)
-
-
993,068
48,000
(187,068)
195,000
(2,299,000)
1,640,455
4,214,545
2,859,067
4,605,000
11 AVAILABLE-FOR-SALE INVESTMENTS
At fair value – Shares and rights, listed:
Opening balance
Revaluations
Disposals
Acquisitions
Impairments
Transfer from investments in associates
Gain on reclassification of non-current assets (a)
Available-for-sale investments consist of investments in ordinary shares in listed
entities. The investments are 4,549,129 fully paid ordinary shares in the capital
of ActivEX Limited (ASX code AIV), 8,000,000 fully paid ordinary shares in the capital
of Platsearch NL (ASX Code PTS), 10,000,000 fully paid ordinary shares in the capital
of Thomson Resources Ltd (ASX Code TMZ) and 21,466,667 fully paid ordinary
shares in the capital of Mithril Resources Ltd (ASX Code MTH). In accordance with
AASB 139 ’Financial Instruments: Recognition and Measurement’, the securities
are measured at fair value, which is determined to be closing bid price for the
securities. As at 30 June 2012, the final bid price was $0.017, $0.066, $0.05 and
$0.027 respectively.
a) During the 2011 financial year, the Company changed the classification of its
investments in Mithril Resources Ltd and Thomson Resources Ltd due to
dilution of Minotaur’s interest in both entities following a share placement and
initial public offering respectively.
In accordance with Accounting Standards both investments were revalued to
their market value on the date of the change in classification with a gain of
$2,429,594 for Mithril and $1,784,951 for Thomson recognised in the Statement
of Comprehensive Income.
12 INVESTMENT ACCOUNTED FOR USING THE EQUITY METHOD
Investment in associates
Interest in Associates
Petratherm Ltd
i) Principal activity
Petratherm Ltd (incorporated in Australia)
– Geothermal exploration
-
-
Ownership interest held
by consolidated enity
Balance date
2012
%
30 June 2012
15.27
2011
%
18.54
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
53
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
12 INVESTMENT ACCOUNTED FOR USING THE EQUITY METHOD CONTINUED
Share of associates’ statements of financial position
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Share of associates commitments
Operating Leases
Hire Purchases
Exploration licences
Reconciliation of movement in carrying amount of investment in associates
Balance at beginning of period
Acquisitions of investments in associates
Share of net profit/(loss) after income tax
Transfer to available-for-sale investments
13 PROPERTY, PLANT AND EQUIPMENT
Plant and equipment
Cost
Opening balance
Additions
Transfer to Kaolin Pilot Plant
Consolidated
2012
$
2011
$
216,555
2,918,904
392,378
3,322,880
3,135,459
3,715,258
(30,569)
(443,841)
(474,410)
(128,805)
(552,831)
(681,636)
2,661,049
3,033,622
< 1 year
20,213
1,016
587,895
609,124
> 1 year but
< 5 years
-
-
-
-
-
-
-
-
-
1,884,261
500,000
(743,806)
(1,640,455)
-
743,412
30,967
-
774,379
683,942
66,937
(7,467)
743,412
54 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
13 PROPERTY, PLANT AND EQUIPMENT CONTINUED
Accumulated depreciation
Opening balance
Depreciation for the year
Disposals
Net book value of plant and equipment
Kaolin Pilot Plant
Cost
Opening balance
Transfer from plant and equipment
Additions
Disposals
Accumulated depreciation
Opening balance
Depreciation for the year
Disposals
Consolidated
2012
$
2011
$
512,362
71,028
-
583,390
190,989
170,431
-
123,334
-
293,765
-
99,538
-
99,538
409,931
102,431
-
512,362
231,050
-
7,467
162,964
-
170,431
-
-
-
-
Net book value of kaolin pilot plant
194,227
170,431
Net book value of property, plant and equipment
385,216
401,481
Motor Vehicles
Cost
Opening balance
Additions
Disposals
Accumulated depreciation
Opening balance
Depreciation for the year
Disposals
Net book value of motor vehicles
233,001
180,379
(186,673)
226,707
84,487
40,489
(73,569)
51,407
175,300
231,401
1,600
-
233,001
37,659
46,828
-
84,487
148,514
Total net book value of property, plant and equipment
560,516
549,995
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
55
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
Consolidated
2012
$
2011
$
4,770,046
3,896,657
7,003,800
4,342,020
8,666,703
11,345,820
Exploration
Joint Venture
$
Exploration
Other
$
7,003,800
7,562,203
(4,795,331)
(99,945)
(4,900,681)
-
-
4,342,020
1,493,889
-
(874,242)
-
(733,597)
(331,413)
Total
$
11,345,820
9,056,092
(4,795,331)
(974,187)
(4,900,681)
(733,597)
(331,413)
4,770,046
3,896,657
8,666,703
14 EXPLORATION AND EVALUATION ASSETS
Exploration, evaluation and development costs carried
forward in respect of mining areas of interest
Exploration and evaluation phases – Joint Ventures
Exploration and evaluation phases – Other
The ultimate recoupment of costs carried forward for
exploration and evaluation phases is dependent on the
successful development and commercial exploitation
or sale of the respective mining areas.
Consolidated Group
Capitalised tenement expenditure movement reconciliation
Balance at beginning of year
Additions through expenditure capitalised
Reductions through joint venture contributions
Write off of tenements relinquished
Sale of Tunkillia
Sale of tenements to BHPB
Sale of other tenements
Balance at end of year
15 SHARE-BASED PAYMENTS
Employee Share Option Plan
The Company has established the Minotaur Exploration Ltd Employee Share Option Plan and a summary of the Rules of the Plan are
set out below:
•
All employees (full and part time) will be eligible to participate in the Plan after a qualifying period of 12 months employment by a
member of the Group, although the Board may waive this requirement.
• Options are granted under the Plan at the discretion of the board and if permitted by the Board, may be issued to an
employee’s nominee.
•
Each option is to subscribe for one fully paid ordinary share in the Company and will expire 5 years from its date of issue. An option
is exercisable at any time from its date of issue. Options will be issued free. The exercise price of options will be determined by the
Board, subject to a minimum price equal to the market value of the Company’s shares at the time the Board resolves to offer those
options. The total number of shares the subject of options issued under the Plan, when aggregated with issues during the previous
5 years pursuant to the Plan and any other employee share plan, must not exceed 5% of the Company’s issued share capital.
56 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
15 SHARE-BASED PAYMENTS
Employee Share Option Plan CONTINUED
•
If, prior to the expiry date of options, a person ceases to be an employee of a Group company for any reason other than retirement
at age 60 or more (or such earlier age as the Board permits), permanent disability, redundancy or death, the options held by that
person (or that person’s nominee) automatically lapse on the first to occur of a) the expiry of the period of 6 months from the date
of such occurrence, and b) the expiry date. If a person dies, the options held by that person will be exercisable by that person’s
legal personal representative.
• Options cannot be transferred other than to the legal personal representative of a deceased option holder.
•
The Company will not apply for official quotation of any options. Shares issued as a result of the exercise of options will rank
equally with the Company’s previously issued shares.
• Option holders may only participate in new issues of securities by first exercising their options.
The Board may amend the Plan Rules subject to the requirements of the Listing Rules. The expense recognised in the Statement of
Comprehensive Income in relation to share-based payments is disclosed in Note 4 (e).
The following table illustrates the number (No.) and weighted average exercise prices (WAEP) and movements in share options under
the Company’s Employee Share Option Plan issued during the year:
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Expired or lapsed during the year
Outstanding at the end of the year
Exercisable at the end of the year
No.
2012
WAEP
2012
No.
2011
930,000
2,090,000
-
(750,000)
2,270,000
2,270,000
0.53
0.21
-
0.53
0.24
0.24
1,280,000
-
(100,000)
(250,000)
930,000
930,000
WAEP
2011
0.52
-
0.25
0.61
0.53
0.53
The outstanding balance as at 30 June 2012 is represented by:
•
•
•
A total of 120,000 options exercisable at any time until 30 Jan 2013 with an exercise price of $0.55.
A total of 410,000 options exercisable at any time until 2 Dec 2013 with an exercise price of $0.25.
A total of 1,740,000 options exercisable at any time until 29 Sep 2016 with an exercise price of $0.21.
The weighted average remaining contractual life for the share options outstanding as at 30 June 2012 is 3.55 years (2011: 1.969 years).
The range of exercise prices for options outstanding at the end of the year was $0.21 - $0.55 (2011: $0.25 - $0.80).
The weighted average fair value of options granted during the year was $0.0706 (2011: Nil).
The fair value of the equity-settled share options granted under the option plan is estimated as at the date of grant using
a Black-Scholes model taking into account the terms and conditions upon which the options were granted.
Historical volatility (%)
Risk-free interest rate (%)
Expected life of option (years)
67.90%
3.81%
5.00
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
57
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
Consolidated
2012
$
2011
$
803,976
938,269
301,261
2,043,506
510,525
-
173,781
684,306
32,983
32,983
149,484
149,484
122,209
12,704
134,913
195,020
62,763
257,783
392,696
62,070
342
62,412
33,898
33,898
118,936
118,936
105,206
17,003
122,209
159,038
35,982
195,020
317,229
65,446
(3,376)
62,070
16 TRADE AND OTHER PAYABLES
Trade payables (i)
Net GST and PAYG Payable
Other payables (ii)
i)
Trade payables are non-interest bearing and are normally settled on 30-day terms.
ii) Other payables are non-interest bearing and are normally settled within 30 – 90 days.
Information regarding the credit risk of current payables is set out in Note 27.
17 BORROWINGS
Current
Obligations hire purchase contracts
Non-current
Obligations hire purchase contracts
18 PROVISIONS
Current
Annual leave provision
Balance at 1 July
Net increase/(decrease in provision)
Closing Balance 30 June
Long Service Leave
Balance at 1 July
Net increase/(decrease in provision)
Closing Balance 30 June
Non-current
Long Service Leave
Balance at 1 July
Net increase/(decrease in provision)
Closing Balance 30 June
58 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
19 ISSUED CAPITAL
103,585,709 fully paid ordinary shares (2011: 92,709,018)
Consolidated
2012
$
2011
$
30,816,748
29,213,124
30,816,748
29,213,124
2012
2011
Number
$
Number
$
Ordinary shares
Balance at beginning of financial year
92,709,018
29,213,124
Issued 1 October 2010 pursuant to private placement
Issued 1 October 2010 to an employee upon exercise of options
-
-
-
-
Issued on 5 October 2011 under a Share Purchase Plan
10,876,691
1,631,500
Transaction from share-based payments reserve
Transaction costs on shares issued
-
-
-
(27,876)
80,529,581
12,079,437
100,000
-
-
-
25,930,647
3,382,242
25,000
-
11,182
(135,947)
Balance at end of financial year
103,585,709
30,816,748
92,709,018
29,213,124
Effective 1 July 1998, the Corporations legislation in place abolished the concepts of authorised capital and par value shares.
Accordingly, the Parent does not have authorised capital nor par value in respect of its issued shares.
Fully paid ordinary shares carry one vote per share and carry the right to dividends (in the event such a dividend was declared).
20 RESERVES
Share option reserve (a)
Foreign currency translation reserve (b)
Available-for-sale revaluation (c)
a) Share option reserve
Balance at beginning of financial year
Issue of options to employees and officers under Employee Share Option Plan
Transfer to issued capital upon exercise of options
Transfer to retained earnings upon lapse of options
Balance at end of financial year
b) Foreign currency translation reserve
Balance at beginning of financial year
Translation of foreign subsidiary
Balance at end of financial year
Consolidated
2012
$
2011
$
981,763
(133,320)
-
913,155
(130,754)
338,000
848,443
1,120,401
913,155
147,554
-
(78,946)
981,763
820,394
133,777
(11,182)
(29,834)
913,155
(130,754)
(2,566)
(33,664)
(97,090)
(133,320)
(130,754)
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
59
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
20 RESERVES CONTINUED
c) Available-for-sale revaluation
Balance at beginning of financial year
Revaluation increment/(decrement)
Transfer to Statement of Comprehensive Income upon sale of available-for-sale investments
Balance at end of financial year
21 RETAINED EARNINGS
Balance at beginning of financial year
Net profit/(loss) attributable to members of the parent entity
Transfer from share option reserve
Balance at end of financial year
22 COMMITMENTS FOR EXPENDITURE
Operating leases
Not longer than 1 year
Longer than 1 year and not longer than 5 years
Hire purchase commitments
Not longer than 1 year
Longer than 1 year and not longer than 5 years
Less: future finance charges
Terms of lease arrangements
Consolidated
2012
$
2011
$
338,000
(338,000)
-
-
204,719
48,000
85,281
338,000
(11,534,485)
3,863,912
78,946
(10,325,125)
(1,239,194)
29,834
(7,591,627)
(11,534,485)
90,470
-
90,470
43,412
161,453
204,865
(22,398)
182,467
133,467
90,740
224,207
44,468
124,897
169,365
(16,531)
152,834
The Group has an operating lease in place for its principal place of business. The lease commenced 1 March 2008 and expires within
5 years from commencement. The lease has a term for renewal and has an escalation clause linked to CPI.
Future minimum lease payments under hire purchase contracts together with the present value of the net minimum lease payments
are listed above in the above table.
Exploration leases
In order to maintain current rights of tenure to exploration tenements the Group will be required to outlay in the year ending
30 June 2013 amounts of approximately $2,500,000 in respect of tenement lease rentals and to meet minimum expenditure
requirements. Pursuant to various Joint Venture agreements, it is expected that of this minimum expenditure requirement, $1,100,000
will be funded by Minotaur’s Joint Venture partners. The net obligation to the Minotaur Exploration Group is expected to be fulfilled
in the normal course of operations.
60 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
23 DISCONTINUED OPERATIONS
During the 2012 financial year, Minotaur Exploration Ltd made the strategic
decision to dispose of its investment in the Tunkillia Project, contained
within its wholly-owned subsidiary Minotaur Ventures Pty Ltd. Revenue and
expenses, gains and losses relating to the discontinuation of the Tunkillia
Project have been eliminated from profit or loss from the Group's continuing
operations and are shown as a single line item on the face of the statement
of comprehensive income (see loss for the year from discontinued operations).
On 17 January 2012, Minotaur Ventures Pty Ltd was sold to Mungana
Goldmines Ltd (ASX: MUX, ‘Mungana’) for a total consideration of
AU$4,000,000 and 3,076,923 fully paid ordinary shares in Mungana (valued
at $1,538,462 at the date of disposal). The operating loss of Minotaur Ventures
Pty Ltd until the date of disposal and the profit or loss from the disposal
of assets and liabilities classified as held for sale is summarised as follows:
Impairment expense
Other income
Other expenses
Loss before income tax
Tax expense
Loss for the period/year
Profit after tax on disposal
Profit/(Loss) for the period/year
The carrying amount of the net assets of Minotaur Ventures Pty Ltd recognised
at the date of disposal (17 January 2012) and breakdown of considerations is
detailed as follows:
Non current-assets
–
Exploration and evaluation assets
Net assets at date of disposal
Consideration received in cash
Consideration received in shares
Costs incurred in sale
Net consideration received
Net gain on disposal
Period ended
17 Jan 2012
$
Year ended
30 Jun2011
$
(99,945)
-
(9,272)
(109,217)
-
(8,141)
(620)
(8,761)
-
-
(109,217)
(8,761)
464,687
355,470
-
(8,761)
4,900,681
4,900,681
3,980,000
1,538,462
(153,094)
5,365,368
464,687
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
61
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
Consolidated
2012
$
2011
$
24 CONTINGENT LIABILITIES AND CONTINGENT ASSETS
At the date of signing this report, the Group is not aware of any Contingent
Asset or Liability that should be disclosed in accordance with AASB 137.
It is however noted that the Company has established various bank
guarantees in place with a number of State Governments in Australia,
totalling $201,000 at 30 June 2012 (2011: $161,000). These guarantees
are designed to act as collateral over the tenements which Minotaur
explores on and can be used by the relevant Government authorities in
the event that Minotaur does not sufficiently rehabilitate the land it
explores on. It is noted that the bank guarantees have as at the date of
signing this report never been utilised by any State Government.
25 AUDITOR’S REMUNERATION
Audit or review of the financial report
No other services have been provided.
26 CONTROLLED ENTITIES
Parent entity
Minotaur Exploration Limited (i)
Subsidiaries
Minotaur Operations Pty Ltd (ii)
Minotaur Ventures Pty Ltd (ii)
Minotaur Resources Investments Pty Ltd (ii)
Minotaur Industrial Minerals Pty Ltd (ii)
Great Southern Kaolin Pty Ltd (ii)
Minotaur Atlantic Exploration Ltd
Minotaur Gold Solutions Ltd (ii)
i) Minotaur Exploration Ltd is the head entity within the tax-consolidated group.
ii)
These companies are members of the tax-consolidated group.
62 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
37,700
37,700
29,620
29,620
Country of
incorporation
2012
%
2011
%
Ownership interest
Australia
Australia
Australia
Australia
Australia
Australia
Canada
Australia
100
-
100
100
100
100
100
100
100
100
100
100
100
-
Consolidated
2012
$
2011
$
14,069,291
278,788
2,859,067
-
2,043,506
182,467
2,231,064
764,906
4,605,000
-
684,306
152,834
27 FINANCIAL RISK MANAGEMENT
Credit risk management
The Group manages its capital to ensure that entities in the Group will be able to
continue as a going concern while maximising the return to stakeholders.
The capital structure of the Group consists of cash and cash equivalents and equity
attributable to equity holders of the parent, comprising issued capital, reserves and
accumulated losses as disclosed in Notes 19, 20 and 21 respectively.
Proceeds from share issues are used to maintain and expand the Group’s exploration
activities and fund operating costs.
Financial assets
Cash and cash equivalents
Trade receivables
Available-for-sale financial instruments
Investment in associates
Financial liabilities
Payables
Borrowings
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual
obligations resulting in financial loss to the Group. The Group has adopted a policy
of only dealing with creditworthy counterparties as a means of mitigating the risk
of financial loss from activities.
The Group does not have any significant credit risk exposure to any single
counterparty or any Group of counterparties having similar characteristics.
The credit risk on liquid funds is limited because the counterparties are banks with
high credit-ratings assigned by international credit-rating agencies.
The carrying amount of financial assets recorded in the financial statements, net of
any allowances for losses, represents the Group’s maximum exposure to credit risk.
Interest rate risk
The tables listed below detail the Group’s interest bearing assets, consisting solely
of cash on hand and on short term deposit (with all maturities less than one year
in duration).
2012
Variable interest rate
2011
Variable interest rate
Weighted average
effective interest rate
Less than
1 year
%
$
4.82
14,069,291
4.78
2,231,064
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
63
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
27 FINANCIAL RISK MANAGEMENT CONTINUED
At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant, the Group’s:
•
net loss would increase or decrease by $17,254 which is mainly attributable to the Group’s exposure to interest rates on its
variable bank deposits.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board, which has built an appropriate liquidity risk management
framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements.
The Group manages liquidity risk by maintaining adequate reserves.
Liquidity and interest risk tables
The following table details the Company’s and the Group’s remaining contractual maturity for its non-derivative financial liabilities.
The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
Group can be required to pay. The table includes both interest and principal cash flows.
Consolidated
2012
Interest bearing
Non-interest bearing
2011
Interest bearing
Non-interest bearing
Weighted average
effective interest rate
Less than
1 year than
Longer than 1 year
and not longer
5 years
%
$
$
6.22
0.00
7.69
0.00
32,983
2,043,506
152,834
-
33,898
684,306
118,936
-
Available-for-sale financial instrument risk management
Ultimate responsibility for the Group’s investments in available-for-sale financial instruments rests with the Board. The Board actively
manages its investments by reviewing the market value of the Group’s portfolio at each board meeting and making appropriate
investment decisions.
Fair value measurements
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 (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).
64 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
27 FINANCIAL RISK MANAGEMENT CONTINUED
Financial assets at fair value
Available-for-sale investments
–
–
–
ActiveX Ltd - 4,549,129 Shares
Platsearch NL - 8,000,000 Shares
Thomson Resources Ltd - 10,000,000 Shares
– Mithril Resources Ltd - 21,416,667 Shares
– Mungana Goldmines Ltd - 3,076,923 Shares
–
Spencer Resources Ltd - 850,000 Shares
Investments in associates
–
Petratherm Ltd - 22,707,397 Shares
Level 1
$
Level 2
$
Level 3
$
Total
$
77,335
528,000
500,000
578,250
1,000,000
175,482
-
2,859,067
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
77,335
528,000
500,000
578,250
1,000,000
175,482
-
2,859,067
Included within Level 1 of the hierarchy are listed investments. The fair values of these financial assets have been based on the closing
quoted bid prices at the end of the reporting period, excluding transaction costs.
The fair value of financial instruments that are not traded in an active market is determined using valuation methodologies.
Quoted market prices for similar instruments is a method used to determine the fair value. These instruments are included in Level 2.
In the circumstances where a valuation technique is based on significant unobservable inputs, such instruments are included in Level 3.
28 RELATED PARTY DISCLOSURE AND KEY MANAGEMENT PERSONNEL REMUNERATION
The following individuals are classified as key management personnel
in accordance with AASB 124 ‘Related Party Disclosures’:
Mr Derek N Carter, Chairman
Mr Andrew Woskett, Managing Director
Mr Richard M Bonython, Non-Executive Director
Dr Peter J Gower, Non-Executive Director (Retired 24 November 11)
Dr Antonio P Belperio, Executive Director
Mr Donald Stephens, Company Secretary
Mr Richard Flint, Chief Geologist
Mr Ian Garsed, Exploration Manager
Mr Varis Lidums, Commercial Manager
Short-term employee benefits
Post employment benefits
Share-based payments
Consolidated Group
2012
$
1,297,071
131,792
40,595
2011
$
966,997
85,916
133,777
1,469,458
1,186,690
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
65
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
28 RELATED PARTY DISCLOSURE AND KEY MANAGEMENT PERSONNEL REMUNERATION CONTINUED
a) Option holdings of Key Management Personnel
Balance at
beginning
of period
Granted as
remuneration
Exercised
Net change
other
Balance
at end of
period
Expiry
Date
First
Exercise
Date
Last
Exercise
Date
30 June 2011
Directors
Derek Carter
1,200,000
Richard Bonython
Peter Gower
Antonio Belperio
Andrew Woskett
Executives
Donald Stephens
Richard Flint
30 June 2012
Directors
900,000
900,000
900,000
400,000
1,000,000
1,000,000
400,000
50,000
100,000
50,000
100,000
Balance at
beginning
of period
Derek Carter
1,200,000
Richard Bonython
900,000
Peter Gower
Antonio Belperio
Andrew Woskett
Executives
900,000
900,000
400,000
1,000,000
1,000,000
Donald Stephens
400,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(50,000)
-
-
-
Granted as
remuneration
Exercised
Net change
other
1,200,000
17/05/15
18/05/10
17/05/15
900,000
900,000
900,000
400,000
1,000,000
1,000,000
17/05/15
18/05/10
17/05/15
17/05/15
18/05/10
17/05/15
17/05/15
02/12/12
29/08/15
27/02/16
18/05/10
03/12/07
30/08/10
28/02/11
17/05/15
02/12/12
29/08/15
27/02/16
400,000
17/05/15
18/05/10
17/05/15
-
100,000
50,000
100,000
Balance
at end of
period
31/12/10
18/01/12
30/01/13
02/12/13
01/01/06
19/01/07
31/01/08
03/12/08
31/12/10
18/01/12
30/01/13
02/12/13
Expiry
Date
First
Exercise
Date
Last
Exercise
Date
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,200,000
17/05/15
18/05/10
17/05/15
900,000
17/05/15
18/05/10
17/05/15
900,000
17/05/15
18/05/10
17/05/15
900,000
400,000
1,000,000
1,000,000
17/05/15
02/12/12
29/08/15
27/02/16
18/05/10
03/12/07
30/08/10
28/02/11
17/05/15
02/12/12
29/08/15
27/02/16
400,000
17/05/15
18/05/10
17/05/15
(100,000)
-
-
-
-
50,000
100,000
75,000
18/01/12
30/01/13
02/12/13
29/09/16
19/01/07
31/01/08
03/12/08
30/09/12
18/01/12
30/01/13
02/12/13
29/09/16
-
-
250,000
29/09/16
30/09/12
29/09/16
250,000
29/09/16
30/09/12
29/09/16
Richard Flint
Varis Lidums
Ian Garsed
100,000
50,000
100,000
-
-
-
-
-
-
75,000
250,000
250,000
66 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
28 RELATED PARTY DISCLOSURE AND KEY MANAGEMENT PERSONNEL REMUNERATION CONTINUED
b) Shareholdings of Key Management Personnel
30 June 2011
Directors
Derek Carter
Andrew Woskett
Richard Bonython
Peter Gower
Antonio Belperio
Executives
Donald Stephens
Richard Flint
Varis Lidums
Ian Garsed
30 June 2012
Directors
Derek Carter
Andrew Woskett
Richard Bonython
Peter Gower
Antonio Belperio
Executives
Donald Stephens
Richard Flint
Varis Lidums
Ian Garsed
Associates
Balance at
1 July 10
On Exercise
of Options
Net Change
Other
Balance
30 June 11
2,056,805
-
1,452,000
600,000
680,306
305,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,056,805
-
1,452,000
600,000
680,306
305,000
-
-
-
Balance at
1 July 11
On Exercise
of Options
Net Change
Other
Balance
30 June 12
2,056,805
-
1,452,000
600,000
680,306
305,000
-
-
-
-
-
-
-
-
-
-
-
-
100,000
2,156,805
-
50,000
100,000
150,000
-
-
-
-
-
1,502,000
700,000
830,306
305,000
-
-
-
Throughout the year, Minotaur invoiced its associate Mithril Resources Ltd (’Mithril’) for the provision of technical staff and
equipment, as well as reimbursements for expenditure jointly incurred. These transactions were undertaken on an arms length
basis and in aggregate for the year ended 30 June 2012 totalled $1,540 (2011: $29,420) exclusive of GST. No amounts were
owed by Mithril at the end the end of the year.
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
67
Notes to the
Financial Statements
F O R T H E F I N A N C I A L Y E A R E N D E D 3 0 J U N E 2 0 1 2
28 RELATED PARTY DISCLOSURE AND KEY MANAGEMENT PERSONNEL REMUNERATION CONTINUED
Director related entities
In addition, Minotaur invoiced Toro Energy Ltd and its wholly owned subsidiary Minotaur Uranium Pty Ltd (Derek Carter, the Company’s
Chairman is a board member of Toro) for reimbursements relating to exploration expenditure jointly incurred. These transactions were
undertaken on an arms length basis and in aggregate for the year ended 30 June 2012 totalled $11,167 (2011: $7,315), exclusive of GST.
Wholly owned group transactions
The wholly owned Group consists of Minotaur Exploration Ltd and its wholly owned controlled entities Minotaur Operations Pty Ltd,
Minotaur Resources Investments Pty Ltd, Minotaur Atlantic Exploration Ltd, Minotaur Industrial Minerals Pty Ltd and Great Southern
Kaolin Pty Ltd. Ownership interests in these controlled entities are set out in note 26. Transactions between Minotaur Exploration Ltd
and other entities in the wholly owned Group during the year consisted of loans advanced by Minotaur Exploration Ltd to fund
exploration and investment activities. The closing value of all loan amounts to wholly owned members of the Group is contained within
the Statement of Financial Position under other receivables and cash movements throughout the year are detailed within the body of
the Statement of Cash Flows under loans to wholly owned subsidiaries.
29 SUBSEQUENT EVENTS
On 4 July 2012, the Company announced the issue of 2,420,000 unlisted options to employees under the Employee Share Option Plan.
The options have an exercise price of $0.25 and expire on 3 July 2017.
68 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Directors’ Declaration
The Directors of the Company declare that:
1
the financial statements and notes, as set out on pages 34 to 68, are in accordance with the Corporations Act 2001 and:
a)
comply with Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements,
constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and
b) give a true and fair view of the financial position as at 30 June 2012 and of the performance for the year
ended on that date of the Company and consolidated Group;
2
the Managing Director and Company Secretary have each declared that:
a)
the financial records of the Company for the financial year have been properly maintained in accordance with
section 286 of the Corporations Act 2001;
b)
the financial statements and notes for the financial year comply with Accounting Standards; and
c)
the financial statements and notes for the financial year give a true and fair view; and
3
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.
This declaration is made in accordance with a resolution of the Board of Directors.
Mr Derek N Carter
Director
21 September 2012
Independent
Auditor’s Report
T O T H E M E M B E R S O F M I N O T A U R E X P L O R A T I O N L I M I T E D
Level 1,
67 Greenhill Rd
Wayville SA 5034
GPO Box 1270
Adelaide SA 5001
T 61 8 8372 6666
F 61 8 8372 6677
E info.sa@au.gt.com
W www.grantthornton.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF MINOTAUR EXPLORATION LIMITED
Report on the financial report
We have audited the accompanying financial report of Minotaur Exploration Limited (the “Company”), which comprises
the consolidated statement of financial position as at 30 June 2012 the consolidated statement of comprehensive
income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended,
notes comprising a summary of significant accounting policies and other explanatory information and the directors’
declaration of the consolidated entity comprising the Company and the entities it controlled at the year’s end or from
time to time during the financial year.
Directors’ responsibility for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view
in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the
Directors determines is necessary to enable the preparation of the financial report that gives a true and fair view and is
free from material misstatement, whether due to fraud or error. The Directors also state, in the notes to the financial
report, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, the financial statements
comply with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in
accordance with Australian Auditing Standards. Those standards require us to comply with relevant ethical
requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether
the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material
misstatement of the financial report, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the
financial report that gives a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the Directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
70 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Auditor’s opinion
In our opinion:
a
the financial report of Minotaur Exploration Limited is in accordance with the Corporations Act 2001, including:
i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2012 and of its
performance for the year ended on that date; and
ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
b the financial report also complies with International Financial Reporting Standards as disclosed in the notes to
the financial statements.
Report on the remuneration report
We have audited the remuneration report included in the directors’ report for the year ended 30 June 2012.
The Directors of the Company are responsible for the preparation and presentation of the remuneration report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor’s opinion on the remuneration report
In our opinion, the remuneration report of Minotaur Exploration Limited for the year ended 30 June 2012, complies
with section 300A of the Corporations Act 2001.
GRANT THORNTON SOUTH AUSTRALIAN PARTNERSHIP
Chartered Accountants
J L Humphrey
Partner
Adelaide, 21 September 2012
Grant Thornton South Australia Partnership ABN 27 244 906 724
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership.
Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.
Liability limited by a scheme approved under Professional Standards Legislation.
M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
71
ASX Additional Information
Lease ID
Lease Name
State
Holding Company
MinotaurEquity
or EquityEarned
JV Partner
Mitsubishi Corporation,
Mitsubishi Materials
Corporation 0%
BHPBilliton NSR,
JOGMEC 0%
JOGMEC 0%
JOGMEC 0%
JOGMEC 0%
JOGMEC 0%
JOGMEC 0%
JOGMEC 0%
JOGMEC 0%
JOGMEC 0%
JOGMEC 0%
JOGMEC 0%
JOGMEC 0%
BHPBilliton NSR,
JOGMEC 0%
EL 7588
ARTHURVILLE
NSW Minotaur Operations
100%
EL 7929
EPM 12463
WALLABY CREEK
CLONAGH
NSW Minotaur Operations
Minotaur Operations
QLD
EPM 14296
EPM 16479
EPM 16594
EPM 16927
EPM 16975
EPM 16977
EPM 17286
EPM 18017
EPM 18268
EPM 18283
EPM 18315
EPM 18367
EPM 18571
EPM 18572
EPM 18573
EPM 18574
EPM 18575
EPM 18576
EPM 18624
EPM 18802
EPM 19500
EPM 8608
EPMA 18068
EPMA 18317
EPMA 18720
EPMA 18861
EPMA 19050
EPMA 19061
EPMA 19066
EPMA 19096
EPMA 19205
EPMA 19383
EPMA 19412
EPMA 19505
EPMA 19530
EPMA 19690
EPMA 19775
CLONAGH NORTH
SHAG ROCK
FOUR MILE BORE
RACECOURSE
CATTLE CREEK
DRY CREEK
JACKYS CREEK
COTSWOLD
MOUSE
HINKLER WELL
CAMEL WELL
COTSWOLD HOMESTEAD
SANDY CREEK
NORTH OSBORNE
GUM CREEK
MOMEDAH CREEK
CARBO CREEK
PATHUNGRA CREEK
OORINDI PARK
EAST RACECOURSE
ELOISE NORTH
BENDIGO PARK
GIDYEA BORE
NINE MILE BORE
CUCKADOO
DONALDSON WELL
DATCHET
WINDSOR
LUCIA
STRATHFIELD
ERNEST HENRY WEST
MOUNT CAROL
MIDDLE CREEK
YANINGERRY BORE
CORELLA
HUDSONS TANK
MOUNT MARGARET
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
QLD
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
100%
99%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
99%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
72 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
Lease ID
Lease Name
State
Holding Company
MinotaurEquity
or EquityEarned
JV Partner
EL 3745
MUTOOROO
EL 4203
EL 4270
SCEALES
WOODVILLE DAM
EL 4352
COLLINS TANK
EL 4388
EL 4435
EL 4478
EL 4575
EL 4692
EL 4697
EL 4708
EL 4745
EL 4776
EL 4843
EL 4844
BLINMAN
WHITING
WILKAWILLINA
TOOTLA
PANDURRA
YANERBIE
KOOLCUTTA
BONYTHON HILL
MOUNT DOUBLE
YUDNAPINNA
MINGARY
EL 4980
EL 4981
EL 5016
ELA 180/2012
ELA 181/2012
ELA 301/2011 MUTOOROO
OOLGELIMA CREEK
LAKE CADI
WHICHELBY
KOOLUNGA
RHYNIE
ELA 232/2010
ELA 244/2012
ELA 286/2011
ELA 287/2011
ELA 367/2010
ML 4386
ML 5856
EL 5253
EL 5296
EL 5402
EL 5403
EDIACARA
PELTABINNA HILL
YANDOOLKA WELL
DIESEL DAM
CAMEL LAKE
THIRD PLAIN
EAREA DAM
DOOKIE
ROCHESTER
CHATSWORTH
LEXINGTON
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
SA
VIC
VIC
VIC
VIC
Minotaur Operations
41%
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Great Southern Kaolin
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
100%
41%
41%
49%
100%
49%
100%
20%
100%
20%
100%
30%
20%
41%
100%
100%
100%
100%
100%
41%
49%
100%
100%
100%
100%
49%
100%
100%
100%
100%
100%
Sumitomo Metal Mining
Oceania 59%
Sumitomo Metal Mining
Oceania 59%
Sumitomo Metal Mining
Oceania 59%
Perilya Ltd 51%
Perilya Ltd 51%
Spencer Resources 80%
Spencer Resources 80%
Spencer Resources 70%
Spencer Resources 80%
Sumitomo Metal Mining
Oceania 59%
Sumitomo Metal Mining
Oceania 59%
Perilya Ltd 51%
Perilya Ltd 51%
ASX Additional Information
Additional information required by the Australian Securities Exchange Ltd and not shown elsewhere in this report is as
follows. The information is current as at 30 September 2012.
Distribution of equity securities
Ordinary share capital
103,585,709 fully paid ordinary shares are held by 2,720 individual shareholders. There are no restricted and unquoted
ordinary shares. All issued ordinary fully paid shares carry one vote per share.
Options
8,970,000 unlisted options are held by 14 individual option holders. One holder, Mr Andrew Woskett, holds 2,000,000
unlisted options (equivalent to 22.30% of total unlisted options).
The number of shareholders, by size of holding, in each class are:
Fully paid ordinary shares
Unlisted Options
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Holding less than a marketable parcel
Substantial shareholders
Ordinary shareholders
OZ Minerals Limited
Newmont Capital Pty Ltd
429
850
405
872
164
2,720
877
-
-
-
9
15
24
-
Fully paid
Number
8,041,670
5,320,000
13,361,670
Percentage
7.76%
5.14%
12.90%
Fully Paid Ordinary Shares
TWENTY LARGEST HOLDERS OF QUOTED EQUITY SECURITIES
OZ Minerals Limited
Newmont Capital Pty Ltd
Yarraandoo Pty Ltd
Bell Potter Nominees Ltd
Miningnut Pty Ltd
Locantro Speculative Investments Limited
Kimbriki Nominees Pty Ltd
Dorica Nominees Pty Ltd
HSBC Custody Nominees (Australia) Limited
Mr Nicholas James Carter + Mrs Susan Mary Carter
Mr Nicholas Carter
Locantro Speculative Investments Limited
JP Morgan Nominees Australia Limited
Mr Derek Northleigh Carter
Valnera Holdings Pty Ltd
PFH Super Pty Ltd
Maniciti Pte Ltd
Mrs Susan Mary Carter
Romadak Pty Ltd
M&S Brooke Pty Ltd
Number
8,041,670
5,320,000
3,662,129
3,090,109
2,854,584
2,360,000
1,857,000
1,502,000
1,356,859
1,231,000
1,067,181
960,100
935,101
900,000
800,000
750,000
700,000
628,000
608,334
600,000
Percentage
7.76%
5.14%
3.54%
2.98%
2.76%
2.28%
1.79%
1.45%
1.31%
1.19%
1.03%
0.93%
0.90%
0.87%
0.77%
0.72%
0.68%
0.61%
0.59%
0.58%
39,224,067
37.87%
74 M I N O T A U R E X P L O R A T I O N A N N U A L R E P O R T 2 0 1 2
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