ANNUAL
MINOTAUR
EXPLORATION
2 0 1 3
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CONTENTS
Corporate Directory
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
10
19
20
26
66
66
68
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 12 to 13.
The directors’ report is not part of the financial report.
Cover images courtesy of Bryan Charlton
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 3
From left: Ian Garsed (General
Manager – Exploration),
Derek Carter, (Chairman),
Richard Bonython (Director),
Varis Lidums (Commercial
Manager), Tony Belperio
(Director), Andrew Woskett
(Managing Director) and
Richard Flint (Chief Geologist).
CORPORATE DIRECTORY
MINOTAUR EXPLORATION LIMITED
SHARE REGISTER
ACN 108 483 601
ASX CODE MEP
DIRECTORS
Computershare Investor Services Pty Ltd
Level 5, 115 Grenfell Street
ADELAIDE SA 5000
Mr Derek N Carter Chairman
Mr Andrew Woskett Managing Director
LEGAL ADVISORS
O’Loughlins Lawyers
Dr Antonio P Belperio Executive Director
Level 2, 99 Frome Street
Mr Richard M Bonython Non-Executive Director
ADELAIDE SA 5000
COMPANY SECRETARY
Mr Donald Stephens
REGISTERED OFFICE
c/o HLB Mann Judd (SA) Pty Ltd
169 Fullarton Road
DULWICH SA 5065
BANKERS
National Australia Bank
22-28 King William Street
ADELAIDE SA 5000
AUDITORS
Grant Thornton Audit Pty Ltd
Level 1, 67 Greenhill Road
PRINCIPAL PLACE OF BUSINESS
WAYVILLE SA 5034
Level 1, 8 Beulah Road
NORWOOD SA 5067
www.minotaurexploration.com.au
ONE
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 3
CHAIRMAN’S
report
DEREK CARTER
Chairman
Minotaur Exploration Ltd
While many have called ‘the end of the mining
boom days’, commodity prices generally have proved
surprisingly resilient. The insatiable demand for
metals may have waned slightly but the challenges
confronting discovery and development grow
as ore body grades decline and operating costs put
pressure on producer margins.
The need to locate new, quality copper deposits to feed
demand at reasonable cost is acute and, for Australia,
necessary to hold our place as a significant copper supplier.
Pleasingly, success stories such as Sandfire Resources’
producing DeGrussa copper mine show that disciplined
exploration and competent project execution can return
excellent shareholder rewards.
At Minotaur, we strengthened our focus on copper-gold
exploration and are putting more emphasis into
Queensland and Western Australia because of better access
regimes, thinner cover over basement rocks and their
recognised discovery potential. At the same time, we
reduced expenditure on our industrial minerals assets (as
good as those are) and the magnetite iron deposits,
while we continue to work towards realising value from
these assets.
Gregg Morris (Senior Geologist) and
Valeria Murgulov (Project Geologist) at Cloncurry.
This approach serves to maintain our work tempo without
betting the Company on self-funded exploration success.
To that end we launched a friendly, all-scrip takeover
offer (Offer) for Breakaway Resources Limited (Breakaway).
As this report goes to print the Offer remains open for
acceptances.
The Board sees that equity investors remain cautious of
speculative resource stocks and that recovery of the equity
markets may still take quite some time. Therefore, we are
consciously reducing the Company’s exposure to sole
funded projects in the interests of cash preservation, while
expanding our options to engage joint venture partners
able to fund ongoing work.
The rationale for the Offer is that Minotaur sees inherent
upside value in Breakaway’s copper-gold and gold-nickel
tenements in Queensland and Western Australia,
respectively. A key foundation of our Offer was that, in
parallel, we secured joint venture funding of up to
$9 million over four years into those tenements, subject to
the takeover succeeding.
TWO
Diamond drilling, Cloncurry.
Eloise-style copper mineralisation.
In the prevailing circumstances that level of exploration
investment into greenfields prospects is sizeable,
counter cyclical and fits perfectly with our cash retention
objectives.
It provides immediate work for us to deploy our technical
team onto, thereby retaining the in-house intellectual
knowledge base that is fundamental to future success.
Minotaur creates opportunities for success through
the efforts of its employees and I commend their skills
and dedication.
Completion of the Breakaway Offer will also result in
rejuvenation of our share register and restructure of our
Top 10 shareholder group. The Board appreciates the
solid support of our long term shareholders and looks
forward to building strong linkages with our new
shareholders.
The Breakaway acquisition gives Minotaur exposure to
the goldfields of Western Australia and opens up a range
of new exploration options. Likewise, consolidation of
Breakaway’s tenements around the Eloise copper mine
in north Queensland creates a platform for near-mine
discovery potential in copper and other base metals.
Breakaway’s Chairman, Mr John Atkins, will be invited to
join the Minotaur Board after the Offer completes, adding
depth to our profile in Western Australia.
I look forward to providing a status update at the
Company’s Annual Meeting in Adelaide on 20 November
2013 and to again engaging with as many shareholders
as are able to attend.
Yours truly,
Derek Carter
Chairman
THREE
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 3
Managing Director’s
report
ANDREW WOSKETT
Managing Director
Minotaur Exploration Ltd
The 2013 financial year proved to be challenging
for resource companies globally. ASX listed explorers
particularly struggled to gain recognition in an
apathetic equity market and the stagnation continues.
Those needing to raise working capital find the
prospects dim, to say the least. Fortunately, Minotaur
(ASX: MEP) is not confronted with that challenge.
The Company maintained a steady work effort on both
its sole funded and joint venture funded projects and
actively assessed new opportunities.
business REVIEW
Also in July Minotaur established two joint ventures over
Breakaway’s primary assets. Subject to completion of the
takeover those joint ventures provide for up to $9 million
of exploration expenditure over four years.
Minotaur’s primary exploration driver is towards copper-
gold discovery, with a focus on the Cloncurry copper belt
of north Queensland. Granted tenements in the Cloncurry
region now total 4,055km 2, of which 555km 2 forms a
joint venture with JOGMEC and 150km2 is in joint venture
with Falcon Minerals (ASX: FCN). Minotaur’s wholly owned
tenure in the region totals 3,350km 2.
Our second tier focus is on gold opportunities.
We created an Alliance with a private investor group,
facilitating purchase of the Scotia gold and nickel
prospective tenement package 65km north-west of
Kalgoorlie. The Alliance, working through Minotaur Gold
Solutions Ltd (now owned 50% by Minotaur), intends to
seek out other projects in the WA goldfields.
Consistent with directing our spotlight onto Cu-Au
potential, an off-market takeover bid for fellow listed
Breakaway Resources Limited (ASX: BRW, Breakaway) was
announced mid July 2013. As at the date of this report
Minotaur’s Offer remains open for acceptance by
Breakaway shareholders.
Successful completion of the Offer will consolidate
Breakaway’s assets within the Minotaur group, resulting in
an expanded presence around the Eloise copper mine near
Cloncurry (where Breakaway holds 415km2 of copper-gold
prospective tenements) and an entry level position (270km2
of gold and nickel prospective tenements) in the Yilgarn
belt, 35km south-east of Leinster in Western Australia.
A Scoping Study on the Muster Dam magnetite deposit
established the case for a robust, long life mining operation
to produce high-grade magnetite concentrate. Upon
that positive outcome the Border Joint Venture (Minotaur
40.9%) elected to cease further development work
and offer the project for sale to iron ore development
oriented parties.
Looking into the new financial year, the Company’s modus
will be to reduce self-funded tenement expenditure while
expanding joint venture participation. We intend to work
this strategy in order to maintain a safe cash balance,
particularly in sight of prevailing laggard conditions in the
equity markets.
FOUR
MINOTAUR
EXPLORATION’S
PROJECT
LOCATIONS
Cu projects
Au projects
Industrial Minerals projects
Mount Isa
Cloncurry
Eloise
Osborne
Yerrida
Leinster
Scotia
Coober Pedy
Camel Lake
Gawler Ranges
Poochera
Lake Purdilla
Border
Mutooroo
Arthurville
Sydney
Adelaide
Lexington
CORPORATE REVIEW
OPERATIONS REVIEW
• Minotaur held $9.3 million in cash and term deposits
at the end of June 2013.
• The market value of Minotaur’s investments in ASX
listed entities was $2.2 million1 .
• A Research and Development refund of $0.80 million
was received from the Australian Taxation Office.
• Several gold and copper projects were evaluated
as potential acquisitions, leading to the following
transactions:
• In May 2013 Minotaur and its then wholly owned
subsidiary Minotaur Gold Solutions Ltd (MinAuSol)
agreed with Breakaway and its wholly owned
subsidiary Scotia Nickel Pty Ltd (Scotia Nickel) for
MinAuSol to purchase from Scotia Nickel its
Scotia tenements in Western Australia and Scotia
Nickel’s interest in its joint venture with Aphrodite
Gold Limited (ASX: AQQ) for cash payment of
$0.60 million.
• In June 2013 Minotaur and MinAuSol entered into a
non-exclusive Alliance with privately owned group
Golden Fields Resources Pty Ltd (GFR). Formation
of the Alliance included a cornerstone placement
of $0.75 million into Minotaur for the issue to GFR
of 4.2 million shares at $0.18 per share (voluntarily
escrowed for twelve months), plus a further
payment of $0.31 million by GFR to acquire 50%
equity interest in MinAuSol.
primary projects
Minotaur views six assets in five locations as its
principal interests:
• Cloncurry Region, Queensland:
• JOGMEC JV, joint exploration for iron oxide
copper-gold deposits;
• Eloise, Ernest and Osborne projects,
representing substantial exploration assets
with iron oxide copper-gold discovery
potential;
• the Mutooroo Iron Project (Mutooroo SA),
including the Muster Dam magnetite resource,
an available for sale asset;
• the Poochera Kaolin Project (Poochera SA),
including the Carey’s Well Kaolin resource, an
available for sale asset;
• the Arthurville Project (Dubbo NSW), an
exploration asset with base metal discovery
potential; and
• the Scotia tenements (Kalgoorlie WA) (Minotaur
50% interest) an exploration asset with gold and
nickel discovery potential.
Those projects are summarised as follows.
FIVE
Managing Director’s
report
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 3
OPERATIONS REVIEW primary projects
a) Cloncurry Region Projects
Minotaur’s sole area of exploration activity in Queensland
is in the Cloncurry region. Minotaur has multiple
tenements in the region totalling approximately 4,055km2
and considers them to be prospective for iron oxide
copper-gold mineralisation.
JOGMEC Joint Venture
EPM 8608, 12463, 14296, 16479, 16594, 16927, 16975, 16977, 17286,
18017, 18068, 18268, 18283, 18367, 18802, 18861, except EPM 8608
and EPM 12463 in relation to which a net smelter royalty of
2% is payable to BHP Billiton Limited, (Japan Metals Oil and Gas
Corporation, JOGMEC, 51%, Minotaur 49%).
North of the township of Cloncurry, 16 tenements cover
555km2, where in March 2013 JOGMEC earned a 51%
interest through expenditure of $4 million, and where both
parties are, from April 2013, contributing on a pro-rata
basis. Exploration is currently focused on the Cotswold
Prospect (EPM 18017) and the Cormorant Prospect (EPM
8068) along with regional geophysical programmes to
generate new exploration targets.
Eloise, Ernest, Osborne and Falcon JV
Copper-Gold Projects
Eloise and Ernest Areas: EPM 18315, 18624,19096, 19205, 19500;
EPMA 18317, 19383 (subject to competing applications), 19412,
19505, 19690 (subject to competing applications), 19775, 19848,
25237, 25238. Osborne Area: EPM 18571, 18572, 18573, 18574,
18575, 18576, 19050; EPMA 18720, 19061, 19066, 25197, (Minotaur
100%). Falcon JV: EPM 18289 and EPMA 18313 (Minotaur earning
51% initially)
Minotaur has 25 wholly owned tenements and applications
extending from approximately 75km north to 200km
south of Cloncurry. Minotaur considers the region to be
prospective for iron oxide copper-gold mineralisation.
Minotaur is actively seeking to bring new joint venture
participation into these tenements, consistent with its
business model. In June Minotaur farmed-in to Falcon
Minerals ground (EPM 18289) 20km south-west of the
Ernest Henry copper mine, where Minotaur may earn up to
75% beneficial interest for expenditure of $0.750 million
over 5 years.
A regional map depicting Minotaur’s tenement interests
in the Cloncurry region appears in the next column, with
Breakaway’s tenure included for reference purposes.
b) Mutooroo Iron Project
EL 5079 (Sumitomo Metals Mining Oceania Pty Ltd 59.1 %,
Minotaur 40.9%).
The Mutooroo Iron project is part of a contributing joint
venture between Minotaur and Sumitomo. Mutooroo is
located in South Australia, approximately 100km south-west
of Broken Hill.
Derek Carter, (Chairman), Tony Belperio (Director) and
Andrew Woskett (Managing Director).
Multiple magnetic anomalies are evident on EL 5079.
One such anomaly is the Muster Dam magnetite deposit
(Muster Dam). Minotaur reported2 Muster Dam to be a
JORC Inferred Resource of 1.5 billion tonnes at 15.2% Davis
Tube Recovery magnetite. A positive Scoping Study on
the Muster Dam resource was completed in March 2013.
The joint venture subsequently curtailed expenditure on
the Mutooroo Iron project and is presently seeking to
divest the Muster Dam resource to a project development-
oriented buyer.
six
c) Poochera Kaolin Project
EL 4575, 4697, 5016, ELA 2012/230, (Minotaur 100%).
The Poochera Kaolin project lies within EL 4575 on the
western Eyre Peninsula in South Australia, approximately
100km south-east of Ceduna. There are five known kaolin
deposits within the tenement: Carey’s Well, Tomney, Tootla,
Karcultaby South and Condooringie Well. For Carey’s Well,
Minotaur reported 3 a JORC Measured Resource of 16.3
million tonnes of kaolinised granite with an ISO Brightness
R 457 cut-off of 75 for 8 million tonnes of minus 45 micron
kaolin product.
Minotaur is actively seeking to bring new investment into
development of the Carey’s Well deposit, in which event
Minotaur’s ownership interest in the Poochera project may
be significantly reduced or divested.
d) Arthurville Base Metals Project
EL 7588, Mitsubishi Materials Corporation and Mitsubishi
Corporation, together ‘Mitsubishi’, collectively earning 49%,
Minotaur 100%).
The Arthurville Base Metals project, located 50 km
south-east of Dubbo in central New South Wales, is
considered prospective for porphyry-related copper-gold
mineralisation and volcanic-hosted massive sulphide base
metal deposits. A joint venture, Mitsubishi is sole funding
an agreed exploration program in order to acquire 49%
interest through expenditure of $970,000 by April 2015.
e) Scotia Tenements
E29/162, E29/661, E29/719, M24/279, M24/336, P29/2105,
P29/2117, P29/2118, P29/2119, P29/2120, P29/2121,
M29/245, M29/246, E29/886 (application), (Minotaur Gold
Solutions Ltd 100%).
The Scotia 160km 2 package of tenements is located
65km north-west of Kalgoorlie in Western Australia.
The tenements are held by Minotaur Gold Solutions Ltd
(MinAuSol), the shares in which are owned as to 50% by
each of Minotaur and GFR. The ground is prospective
for gold and nickel deposits.
Tenement holdings in Western Australia.
Other than E29/886, the tenements are subject to a
joint venture with Aphrodite Gold Limited (ASX: AQQ)
(Aphrodite) under which Aphrodite has the right to
earn a 51% beneficial interest in gold rights through joint
venture expenditure and the right to increase that
interest up to 80%. Aphrodite’s joint venture obligation
requires it to meet minimum expenditure of approximately
$365,000 per year.
MinAuSol holds 100% of the rights to all minerals
(subject to over-riding royalty agreements applicable to
certain tenements) other than gold and, under the joint
venture with Aphrodite, the right to no less than 20% of
gold deposits which will be free-carried unless and until
a decision to mine any gold deposit is made.
If a decision to develop a gold mine is made under the
joint venture, MinAuSol may elect to forego its interest in
the designated gold mining area in return for a gold net
smelter royalty of 1.5%.
Minotaur considers its 50% equity position in MinAuSol,
and thus the Scotia Tenements, to be a principal project
within the context of its Alliance with GFR.
The Alliance will seek to secure gold prospective
tenements and pre-development type gold projects
within Australia.
seven
Managing Director’s
report
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 3
OPERATIONS REVIEW
other projects
In addition to its six principal projects, Minotaur owns or has an interest in a range of other exploration assets in Australia.
Activity on each of these during the past and new financial year is summarised below.
Project Name
Commodity
State
Activities/Commodity
Border
(Minotaur 40.9%, Sumitomo 59.1%)
Gold
Copper
Base metals
Bonython Hill
(Minotaur 100%)
Gold
Copper
SA
SA
Exploration is focussed on copper-gold and zinc, lead and
silver targets. Several such targets have been identified and are
ready for drilling. Native Title access agreements are being
attended to before Exploration Work Approvals may be granted
by the Regulator, DMITRE.
Basement EM conductors prospective for gold and copper,
identified near the historic Mingary copper mine, are to be drill
tested during the 2014FY in conjunction with field work on the
Border base metals project.
Camel Lake
(Minotaur 100%)
Coober Pedy
(Minotaur 100%)
Halloysite
SA
The Camel Lake Project contains an undeveloped kaolin
deposit dominated by halloysite. Access formalities commenced
following grant of tenement.
Copper-gold
SA
The tenement is prospective for IOCG-style mineralisation.
Access formalities continued with the Department of Defence.
Central Gawler Ranges
(Minotaur 100%)
Gold
Silver
Southern Gawler Ranges
(Minotaur 20%, Spencer Resources 80%)
Silver
Base metals
SA
SA
Minotaur is defining new exploration models, concepts
and technologies for exploration for epithermal gold-silver
mineralisation.
Minotaur assisted Spencer Resources in identifying potential
silver-lead-zinc targets through an airborne geophysical survey
over the Mt Double tenement. Spencer continues to assess the
best cost effective means of anomaly follow-up.
North Flinders
(Minotaur 10%, Perilya Limited 90%)
Zinc
SA
Minotaur holds a free-carried interest on these tenements,
where Perilya Ltd’s recent soil sampling identified a 400m long
anomalous Zn zone.
Lake Purdilla
(Minotaur 100%)
Lexington
(Minotaur 100%)
Dubbo
(Minotaur 100%)
Yerrida
(Minotaur 100%)
Gypsum
SA
The gypsum deposit at Lake Purdilla is a large, undeveloped
evaporative gypsum occurrence. Minotaur is actively seeking
a development partner to fund the project or to acquire it.
VIC
Gold
Copper
Base metals
Exploration comprised target generation from airborne and
ground based geophysics. Minotaur considers the tenements
offer potential for gold, copper, lead and zinc mineralisation and
is seeking a joint venture partner to fund exploration activities.
NSW
Gold
Copper
Base metals
Target generation proceeds through mapping and sampling as
tenements are granted and access approvals are obtained. Nearby
to the Arthurville Project, Minotaur considers the tenements offer
potential for gold, copper, lead and zinc mineralisation.
WA
Copper
Gold
Base metals
Four tenements (under application), south of Sandfire Resources’
DeGrussa copper mine, are prospective for copper, gold, lead
and zinc mineralisation. No work can take place until tenements
are granted.
EIGHT
Andrew Thompson (Chief Geophysicist) and Louise L’Oste-Brown (Geophysicist).
Ian Garsed (General Manager – Exploration) and Valeria Murgulov (Project Geologist) at Minotaur’s Cloncurry base.
I wish to thank the Board for their guidance, the
Management team and all employees for their hard work
and diligence.
And to our shareholders, thank you for your continuing
support. We look forward to success in the coming year.
Andrew Woskett
Managing Director
Competent Persons’ Statements
Information in this section, other than in respect of the 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 (AusIMM). Dr Belperio has sufficient experience 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 (JORC Code). Dr Belperio consents to inclusion in this document of the information in the form and context in which it appears.
Information in this section 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 (AIG). Mr Barnes has sufficient experience
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 (JORC Code). Mr Barnes is
a consultant of Minotaur Exploration Ltd and he consents to inclusion in this document of the information in the form and context in which it appears.
NINE
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 3
DIRECTORS’
report
From left: Tony Belperio,
Derek Carter (Chairman),
Andrew Woskett (Managing Director),
Richard Bonython.
Your Directors present their report on the consolidated
group for the financial year ended 30 June 2013.
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 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 Ltd. He is a board
member of Mithril Resources Ltd and Blackthorn Resources
Ltd and a former board member of Toro Energy Ltd
(resigned 28 November 2012), all ASX listed companies.
In addition, Mr Carter is the Chairman of Petratherm Ltd
and was appointed the Chairman of Highfield Resources
Ltd on 11 October 2012, both ASX listed companies.
Mr Carter is a former President and Vice President of the
South Australian Chamber of Mines and Energy, former
board member of the Australian Gold Council, is a member
of the South Australian Resources Development Board and
the South Australian Minerals and Petroleum Experts
Group, and a former Chairman of the Minerals Exploration
Advisory Group. He was awarded AMEC’s Prospector of the
Year Award (jointly) in 2003 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.
TEN
Max Grogan (Manager, Pathungra Station) and Derek Carter (Chairman).
Diamond drilling, Cloncurry.
Mr Richard Bonython B Ag Sc (Non-Executive Director)
Richard Bonython was a founding director of Minotaur
Gold Ltd, Minotaur Resources Ltd and Minotaur Exploration
Ltd. He 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 Chairman of the audit committee and is also a
director of Mithril Resources Ltd and Petratherm Ltd (both
ASX Listed entities).
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 has also been
awarded the Bruce WebbMedal by the South Australian
Division of the Geological Society of Australia for his
contributions to Earth Sciences.
Dr Belperio is also a director of ASX listed Thomson
Resources Ltd (ASX:TMO).
Dr Antonio Belperio BSc (Hons), PhD FAusIMM (Executive Director)
COMPANY SECRETARY
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 was Chief Geologist of the Minotaur Group
from 1997, initially as Minotaur Gold, subsequently
Minotaur Resources and currently Minotaur Exploration.
Donald Stephens BAcc, FCA
Mr Stephens is a Chartered Accountant and corporate
adviser with over 25 years experience in the accounting
industry, including 14 years as a partner of HLB Mann Judd
(SA), a firm of Chartered Accountants. He is a director of
Mithril Resources Ltd, Papyrus Australia Ltd , Lawson
Gold Ltd, AO Energy Limited and was formerly a director
of TW Holdings Ltd (resigned 14 December 2012). He is
additionally Company Secretary to Toro Energy Ltd, Mithril
Resources Ltd, Petratherm Ltd and Musgrave Minerals Ltd.
He holds other public Company Secretarial positions
and directorships with private companies and
provides corporate advisory services to a wide range of
organisations.
ELEVEN
Directors’
report
REVIEW OF OPERATIONS
Corporate
• Held $9.3 million in cash and term deposits at the end
of June 2013.
• The market value of Minotaur’s investments in ASX
listed entities was $1.9 million.
• A Research and Development refund of $0.8 million
was received during the year from the Australian
Taxation Office.
• Several gold and copper projects were evaluated as
potential acquisitions.
• On 17 May 2013 Minotaur and its then wholly owned
subsidiary Minotaur Gold Solutions Ltd entered into a
Sale and Purchase Deed with Breakaway Resources Ltd
and its wholly owned subsidiary Scotia Nickel Pty Ltd
(Scotia Nickel) relating to the acquisition by Minotaur
Gold Solutions Ltd from Scotia Nickel of tenements in
Western Australia and Scotia Nickel’s interest in its joint
venture with Aphrodite Gold Limited (ASX: AQQ) for a
total consideration of $600,000 (plus GST).
• On 13 June 2013 Minotaur Exploration Ltd and
Minotaur Gold Solutions Ltd entered into a
Subscription and Alliance Agreement with Golden
Fields Resources Pty Ltd (GFR). Formation of the
Alliance included a cornerstone placement of
$756,000 into Minotaur Exploration Ltd for the issue
of 4.2 million shares at $0.18 per share (voluntarily
escrowed for twelve months), plus a further payment
of $312,412 for a 50% equity interest in Minotaur
Gold Solutions Ltd.
Exploration
Minotaur Exploration directed most of its energy towards
new discoveries during the financial year and retained a
strong financial position without the need to seek working
capital funding from shareholders. At the end of June 2013
cash held was $9.3 million.
Our exploration team identified positive geophysical
targets for Iron Oxide Copper-Gold (IOCG) prospects in the
Cloncurry district (Queensland), across both joint venture
and sole funded projects. At the JOGMEC joint venture
(Minotaur 49%), a significant magnetite-breccia system was
encountered at the Cotswold Prospect during initial
drill testing. Follow up drilling is planned at Cotswold
and ongoing geophysics across the 16 tenement project
area will occur in the new financial year, under a new
$1.3 million work program.
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 3
Diamond drilling contractors (Q-Ex Drilling), Cloncurry.
Target generation continued across the Company’s 25
other Cloncurry area tenements (Osborne, Eloise, Ernest
and Kamileroi projects) as they were progressively granted.
The Osborne Project advanced to readiness for drill testing
of a range of geophysical (gravity, electrical) targets.
Work under the Mitsubishi joint venture, for porphyry-
related copper-gold mineralisation at the Arthurville
project (NSW), started with analysis of airborne
electromagnetic (VTEM) data, followed by ground
geophysical surveys, generating a number of new drill
targets. Additional ground surveys will refine drill targets
to be tested under a new $0.6 million work program.
The Company applied for a number of new tenements
across the Lachlan Cu-Au belt.
In Victoria, activities focused in the Lexington area where
VTEM data generated a number of anomalies that
may represent base metal targets similar to the nearby
Mt Ararat and Thursday Gossan base metal occurrences.
The Company intends to engage a joint venture partner
to invest in follow up drill assessment.
At the Mutooroo magnetite joint venture (SA) a
Scoping Study on the Muster Dam deposit returned
encouraging results.
TWELVE
The joint venture (Sumitomo Metals and Mining Oceania
59.1%) resolved to monetise the Muster Dam deposit
through a trade sale or similar. At the adjacent Border
base metals project, also in joint venture with Sumitomo,
field work plans were frustrated throughout the year by
government policy changes and bureaucratic delays
around Native Title and work approvals. A number of
identified drill targets must remain untested until these
issues are worked through, at significant cost.
Minotaur received positive industry feedback on trial
products from the Carey’s Well kaolin deposit (SA).
The Company is actively seeking to bring new investment
into development of the Carey’s Well deposit, in which
event Minotaur’s ownership interest in the entire Poochera
Kaolin project may be significantly reduced or divested.
Discussions were joined with several industry operators on
their potential investment participation in the project.
The Company moved to position itself in Western Australia
during the year with several tenement applications
lodged for the copper-endowed Yerrida Basin (north of
Meekatharra) and through purchase of the Scotia
tenements (north-west of Kalgoorlie) from Breakaway
Resources Ltd by Minotaur’s subsidiary, Minotaur Gold
Solutions Ltd (MinAuSol). We formed a non-exclusive
Alliance with a private group who subsequently purchased
50% equity interest in MinAuSol. The Alliance, through
MinAuSol, will seek to secure gold prospective tenements
and pre-development type gold projects within Australia.
In mid July 2013 Minotaur announced its intention to
make a scrip for scrip offer to acquire no less than 90%
of the issued shares in Breakaway Resources. The Bidder’s
Statement was despatched to Breakaway shareholders
on 9 August 2013 and at the date of this report the offer
remains open for acceptance.
Information in this report 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 which 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.
THIRTEEN
Directors’
report
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 3
OPERATING RESULTS
The consolidated loss of the group after providing
for income tax amounted to $3,127,675 (2012: Profit
$3,863,912).
• 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.
INTERESTS IN THE SHARES AND OPTIONS OF THE
COMPANY AND RELATED BODIES CORPORATE
SIGNIFICANT STATE OF AFFAIRS
As at the date of this report, the interests of the directors in
the shares and options of Minotaur Exploration Ltd were:
On 28 June 2013 Minotaur Exploration relinquished 50%
of its interest in the previously 100% owned Minotaur
Gold Solutions Limited.
Number of
Ordinary Shares
Number of Options over
Ordinary Shares
FUTURE DEVELOPMENTS
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
900,000
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 activities 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.
Minotaur Exploration is pursuing a potential takeover of
Breakaway Resources Ltd, which if successful will
result in a significant increase in the number of tenements
held by the Group and projects associated with those
tenements. It is anticipated that a potential takeover will
not significantly impact on the Group’s day-to-day
operations.
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 the entity followed procedures and pursued
objectives in line with guidelines published by the South
Australian Government. 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
On 15 July 2013 Minotaur announced it will be pursuing a
takeover of Breakaway Resources Ltd (“Breakaway”).
This resulted in a Bidders Statement being issued to all
Breakaway shareholders on 9 August 2013. Should a
takeover of Breakaway by the Group be completed, this will
result in a significant increase in the number of tenement
holdings by the Group and projects associated with those
holdings. It is anticipated that a potential takeover will not
significantly impact on the Group’s day-to-day operations.
FOURTEEN
High Cliff, Sceale Bay near the gypsum deposit at Lake Purdilla.
Issue Date
07/12/2007
08/01/2008
08/12/2008
10/05/2010
10/05/2010
10/05/2010
30/09/2011
04/07/2012
Expiry Date
Exercise Price
Balance at 1 July 2012
Net Issued/ (Exercised or
expired) during Year
Balance at 30 June 2013
12/12/2012
13/01/2013
13/12/2013
15/05/2015
15/08/2015
16/02/2016
29/09/2016
03/07/2017
$0.77
$0.55
$0.25
$0.40
$0.40
$0.55
$0.21
$0.25
400,000
120,000
410,000
4,300,000
1,000,000
1,000,000
1,740,000
-
8,970,000
(400,000)
(120,000)
-
-
-
-
-
2,420,000
1,900,000
-
-
410,000
4,300,000
1,000,000
1,000,000
1,740,000
2,420,000
10,870,000
UNISSUED SHARES
At the date of this report, the following options to
acquire ordinary shares in the Company were on issue
(see above table):
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 (2012: Nil).
Lapse of options
On 12 December 2012 and 13 January 2013, the Group
announced that 520,000 unlisted options issued under
the Company’s employee share option plan and options
on issue to directors were unexercised and expired.
New options issued
On the 4 July 2012, the Company issued a total of 2,420,000
unlisted options to employees as an incentive. The options
are exercisable at $0.25 and expire on 3 July 2017.
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 $17,936.
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.
FIFTEEN
Directors’
report
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 aconsultancy
agreement. Mr Woskett commenced as a consultant to
Minotaur on 1 March 2010 and his annual retainer is
$355,675 per annum, exclusive of GST (effective 1 January
2013). The Company may terminate the consultancy
agreement without cause by providing three (3) months
written notice and paying a severance amount equal to
nine (9) months’ 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 as at 30 June 2013, is $281,875
per annum (effective from 1 January 2013). 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 General Manager of
Exploration, 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 as at 30 June 2013, is $195,000
per annum (effective from 1 January 2013). 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
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 3
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 as at 30 June 2013, is $195,000
per annum (effective from 1 January 2013). 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% (9.25% for future
periods) as at 30 June 2013, 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’s
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.
SIXTEEN
Director remuneration for the year ended 30 June 2013 and 30 June 2012
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
2013
2012
2013
2012
2013
2012
2013
2012
2013
2012
2013
2012
86,520
68,000
347,953
337,846
48,069
66,925
-
-
252,294
225,412
734,836
698,183
-
-
65,000
41,250
-
-
-
-
41,284
32,500
106,284
73,750
5,040
21,380
-
-
-
-
-
16,800
26,422
42,088
31,462
80,268
-
-
-
-
-
-
-
-
-
-
-
-
Remuneration of key management personnel for the year ended 30 June 2013 and 30 June 2012
Primary Benefits
Post Employment
Share-based Payments
Mr Ian Garsed
Mr Richard Flint*
Mr Varis Lidums
Total
2013
2012
2013
2012
2013
2012
2013
2012
Salary & Fees
170,606
170,156
-
155,257
176,606
169,725
347,212
495,138
Bonus
20,642
10,000
-
10,000
27,522
10,000
48,164
30,000
Superannuation
23,752
17,494
-
17,243
18,372
15,275
42,124
50,012
Options
23,375
17,650
-
5,295
23,375
17,650
46,750
40,595
Total
$
91,560
89,380
412,953
379,096
48,069
66,925
-
16,800
320,000
300,000
872,582
852,201
Total
$
238,375
215,300
-
187,795
245,875
212,650
484,250
615,745
Options granted as part of remuneration
30 June 2012
Grant
Date
Mr Ian Garsed
04/07/2012
Mr Varis Lidums
04/07/2012
Grant
Number
250,000
250,000
Vesting
Date
Value per Option
at Grant Date
Exercise
Price
Total Fair
Value
% of
Remuneration
03/07/2017
03/07/2017
0.094
0.094
0.25
0.25
23,375
23,375
9.8
9.5
Bonuses
During the 2013 financial year a number of Minotaur’s
Key Management Personnel received a bonus in respect to
meeting key performance targets agreed by the Board.
Bonuses are paid at the discretion of the Board.
HLB Mann Judd (SA) Pty Ltd has received professional fees
for accounting, taxation and secretarial services provided
during the year amounting to $149,405 (2012: $149,204)
(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 2012 ANNUAL GENERAL MEETING
Minotaur Exploration Ltd received more than 98% of “yes”
votes on its remuneration report for the 2012 financial year
by proxy. The Company did not receive any feedback at
the Annual General Meeting on its remuneration report.
SEVENTEEN
Directors’
report
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
Eligible
Attended
Eligible
Attended
Directors’ Meetings
Audit Committee
Mr Derek Carter
Mr Andrew Woskett
Mr Richard Bonython
Dr Antonio Belperio
10
10
10
10
9
10
10
10
-
-
2
2
-
-
2
2
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.
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 3
AUDITOR INDEPENDENCE AND
NON-AUDIT SERVICES
Grant Thornton Pty Ltd, in its capacity as auditor
for Minotaur Exploration Limited, has not provided any
non-audit services throughout the reporting period.
The auditor’s independence declaration for the year
ended 30 June 2013 as required under section 307C of
the Corporations Act 2001 has been received and can
be found on page 19.
Signed in accordance with a resolution of the directors
Derek Carter
Chairman
Dated this 19th day of September 2013
EIGHTEEN
AUDITOR’S
INDEPENDENCE
DECLARATION
TO THE DIRECTORS OF MINOTAUR EXPLORATION
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 2013, 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 AUDIT PTY LTD
Chartered Accountants
J L Humphrey
Director – Audit & Assurance
Adelaide, 19 September 2013
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context
requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate
legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for
one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and
related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.
NINETEEN
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 3
CORPORATE
GOVERNANCE
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.
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.
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.
TWENTY
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.
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.
TWENTY-ONE
CORPORATE
GOVERNANCE
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 3
principle 2: Structure the Board to add value
PRINCIPLE 3:
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: 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.
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.
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.
TWENTY-TWO
Richard Flint (Chief Geologist) and Tony Belperio (Director).
Pathungra Station.
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
19 staff members (excluding the Non-Executive Directors),
of which five 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:
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.
TWENTY-THREE
CORPORATE
GOVERNANCE
principle 4: Safeguard integrity in financial reporting
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 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.
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 3
• 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 required 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
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.
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: Risk management policy
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;
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.
TWENTY-FOUR
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 2013.
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.
TWENTY-FIVE
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 3
Financial
report
F O R T H E
Y E A R E N D E D
30 JUNE 2013
CONTENTS
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
27
28
29
30
Notes to the Consolidated Financial Statements
31
Directors’ Declaration
Independent Auditor’s Report
63
64
TWENTY-SIX
CONSOLIDATED STATEMENT OF
PROFIT OR LOSS AND OTHER
COM P R E H E N S I V E I N COM E
Revenue
Gain on reclassification of non-current asset
Other income
Impairment of exploration and evaluation assets
Impairment of available-for-sale investments
Employee benefits expense
Depreciation expense
Finance costs
Other expenses
(Loss)/Profit before income tax expense
Income tax benefit/(expense)
(Loss)/Profit from continuing operations
Discontinued operations
Profit for the year from discontinued operations
(Loss)/Profit for the year
Other comprehensive income
Items that may be reclassified to profit or loss
Note
4(a)
4(c)
4(b)
4(d)
4(d)
4(e)
4(d)
4(d)
4(f)
5
23
Consolidated Group
2013
$
598,085
1,017,291
738
(1,440,018)
(2,104,643)
(607,912)
(194,968)
(10,609)
(1,181,715)
(3,923,751)
796,076
2012
$
503,410
-
8,370,582
(874,242)
(3,092,107)
(304,715)
(111,517)
(11,314)
(959,708)
3,520,389
(11,947)
(3,127,675)
3,508,442
-
355,470
(3,127,675)
3,863,912
Exchange differences arising on translation of foreign operations
Fair value gains on available-for-sale assets, net of tax
19(b)
19(c)
6,773
(60,000)
(2,566)
(338,000)
Total comprehensive income for the period
(3,180,902)
3,523,346
(Loss)/Profit for the year is attributable to:
Members of the parent entity
Non-controlling interest
Total comprehensive income for the year is attributable to:
Members of the parent entity
Non-controlling interest
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
20
21
(3,113,702)
(13,973)
3,863,912
-
(3,127,675)
3,863,912
(3,166,929)
(13,973)
3,523,346
-
(3,180,902)
3,523,346
Cents
(3.02)
(3.02)
Cents
(3.02)
(3.02)
Cents
3.48
3.48
Cents
3.84
3.84
The above statement should be read in conjunction with the accompanying notes.
TWENTY-SEVEN
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
Consolidated Group
Note
2013
$
2012
$
7
8
9
10
11
12
13
15
16
17
16
17
18
19
20
21
9,269,636
52,528
145,793
14,069,291
278,788
320,280
9,467,957
14,668,359
1,853,158
2,859,067
-
1,425,801
12,176,647
-
560,516
8,666,703
15,455,606
12,086,286
24,923,563
26,754,645
2,114,355
35,098
429,220
2,043,506
32,983
392,696
2,578,673
2,469,185
114,386
43,159
157,545
149,484
62,412
211,896
2,736,218
2,681,081
22,187,345
24,073,564
31,572,748
826,628
(10,510,471)
30,816,748
848,443
(7,591,627)
21,888,905
24,073,564
298,440
-
22,187,345
24,073,564
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other current 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
Borrowings
Short-term provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Borrowings
Long-term provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
PARENT INTEREST
Non-controlling interest
TOTAL EQUITY
The above statement should be read in conjunction with the accompanying notes.
TWENTY-EIGHT
CONSOLIDATED STATEMENT OF
CHANGES IN EQUIT Y
Consolidated Group
Issued
Capital
Ordinary
$
Share
Option
Reserve
$
Other
Components
of Equity
(Note 19)
$
Note
Retained
Earnings
$
Minority
Interest
$
Total Equity
$
30,816,748
981,763
(133,320)
(7,591,627)
-
24,073,564
-
-
756,000
-
-
-
-
-
226,270
(194,858)
756,000
31,412
18
14
19
(53,227)
(3,113,702)
(13,973)
(3,180,902)
(53,227)
(3,113,702)
(13,973)
(3,180,902)
-
-
-
-
-
-
194,858
312,413
1,068,413
-
-
226,270
-
194,858
312,413
1,857,770
Balance at 1 July 2012
Comprehensive income
Total comprehensive income
for the year
Total comprehensive income
for the year
Transactions with owners,
in their capacity as owners,
and other transfers
Issue of shares by way of
private placement
Cost of share based payment
Transfer from share option
reserve upon lapse of options
Balance at 30 June 2013
31,572,748
1,013,175
(186,547)
(10,510,471)
298,440
22,187,345
Balance at 1 July 2011
Comprehensive income
Total comprehensive income
for the year
Total comprehensive income
for the year
Transactions with owners,
in their capacity as owners,
and other transfers
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
29,213,124
913,155
207,246
(11,534,485)
-
-
1,631,500
(27,876)
-
-
-
-
-
-
147,554
(78,946)
1,603,624
68,608
18
18
14
19
(340,566)
3,863,912
(340,566)
3,863,912
-
-
-
-
-
-
-
-
78,946
78,946
Balance at 30 June 2012
30,816,748
981,763
(133,320)
(7,591,627)
-
-
-
-
-
-
-
-
-
18,799,040
3,523,346
3,523,346
1,631,500
(27,876)
147,554
-
1,751,178
24,073,564
The above statement should be read in conjunction with the accompanying notes.
TWENTY-NINE
CONSOLIDATED STATEMENT OF
CA SH FLOWS
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
2013
$
2012
$
120,489
(2,007,173)
389,530
(10,609)
796,076
337,037
(1,763,980)
144,829
(10,572)
872,556
NET CASH USED IN OPERATING ACTIVITIES
7
(711,687)
(420,130)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment
Payments for property, plant and equipment
Purchase of available-for-sale investments
Proceeds from sale of available-for-sale investments
Proceeds from sale of investments in associates
Proceeds from sale of exploration and evaluation assets
Proceeds from the sale of subsidiary
Government exploration related grants
GST on sale of Roxby Downs tenementss
Joint venture receipts
Payments for exploration activities
-
(649,362)
(251,532)
112,617
-
-
-
51,557
(950,000)
2,339,132
(5,782,582)
132,368
(285,662)
(10,983)
60,440
147,742
10,450,000
4,220,000
70,662
-
4,786,884
(8,925,724)
NET CASH (USED IN)/PROVIDED BY INVESTING ACTIVITIES
(5,130,170)
10,645,727
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares through private placement
Proceeds from issue of shares to non-controlling interest
Payment of transaction costs for issue of shares
Proceeds from borrowings
Repayment of borrowings
756,000
312,413
-
-
(32,983)
1,631,500
-
(38,103)
195,617
(177,485)
NET CASH PROVIDED BY FINANCING ACTIVITIES
1,035,430
1,611,529
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
Net foreign exchange differences
Cash at the beginning of the period
CASH AT THE END OF THE PERIOD
(4,806,427)
6,772
14,069,291
11,837,126
1,101
2,231,064
9,269,636
14,069,291
The above statement should be read in conjunction with the accompanying notes.
THIRTY
NOTES TO THE consolidated
FINANCIAL STATEMENTS
These consolidated financial statements and notes represent
In preparing the consolidated financial statements, all
those of Minotaur Exploration Ltd and Controlled Entities (the
inter-group balances and transactions between entities
”consolidated group” or “group”).
in the consolidated group have been eliminated in full
The separate financial statements of the parent entity, Minotaur
on consolidation.
Exploration Ltd, have not been presented within this financial
Non-controlling interests, being the equity in a subsidiary not
report as permitted by the Corporations Act 2001.
attributable, directly or indirectly, to a parent, are reported
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
statement of financial position and statement of profit or
separately within the equity section of the consolidated
Basis of Preparation
loss and other comprehensive income. The non-controlling
interests in the net assets comprise their interests at the
The financial statements are general purpose financial statements
date of the original business combination and their share
that have been prepared in accordance with Australian
of changes in equity since that date.
Accounting Standards, Australian Accounting Interpretations,
other authoritative pronouncements of the Australian Accounting
Non-controlling interests
Standards Board (AASB) and the Corporations Act 2001.
Non-controlling interests (i.e. equity in a subsidiary not
Australian Accounting Standards set out accounting policies that
the AASB has concluded would result in financial statements
containing relevant and reliable information about transactions,
attributable directly or indirectly to a parent) are present in
the consolidated statement of financial position within
equity separately from the equity of the owners of the parent.
events and conditions. Compliance with Australian Accounting
b)
Income Tax
Standards ensures that the financial statements and notes also
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
The income tax expense (revenue) for the year comprises
current income tax expense (income) and deferred tax
expense (income).
and have been consistently applied unless stated otherwise.
Current income tax expense charged to profit or loss is the
Except for cash flow information, the financial statements have
been prepared on an accruals basis and are based on historical
costs, modified, where applicable, by the measurement at
tax payable on taxable income. Current tax liabilities
(assets) are measured at the amounts expected to be paid
to (recovered from) the relevant taxation authority.
fair value of selected non-current assets, financial assets and
Deferred income tax expense reflects movements in deferred
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.
tax asset and deferred tax liability balances during the year
as well unused tax losses.
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.
A controlled entity is any entity over which Minotaur
Except for business combinations, no deferred income tax
Exploration Ltd has the ability and right to govern the
is recognised from the initial recognition of an asset or
financial and operating policies so as to obtain benefits from
liability, where there is no effect on accounting or taxable
the entity’s activities.
profit or loss.
Where controlled entities have entered or left the Group
during the year, the financial performance of those entities
Deferred tax assets and liabilities are calculated at the tax
rates that are expected to apply to the period when the asset
is included only for the period of the year that they were
is realised or the liability is settled and their measurement
controlled. A list of controlled entities is contained in Note 26
also reflects the manner in which management expects to
to the financial statements.
recover or settle the carrying amount of the related asset
or liability.
THIRTY-ONE
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
b)
Income Tax continued
Deferred tax assets relating to temporary differences and
unused tax losses are recognised only to the extent that it is
probable that future taxable profit will be available against
which the benefits of the deferred tax asset can be utilised.
In the event the carrying amount of buildings is greater than
the estimated 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
Where temporary differences exist in relation to investments
are present.
in subsidiaries, branches, associates, and joint ventures,
deferred tax assets and liabilities are not recognised where
Plant and equipment
the timing of the reversal of the temporary difference can be
Plant and equipment are measured on the cost basis and
controlled and it is not probable that the reversal will occur
therefore carried at cost less accumulated depreciation and
in the foreseeable future.
Current tax assets and liabilities are offset where a legally
enforceable right of set-off exists and it is intended that net
settlement or simultaneous realisation and settlement of the
respective asset and liability will occur. Deferred tax assets
and liabilities are offset where:
a) a legally enforceable right of set-off exists; and
b)
the deferred tax assets and liabilities relate to income
taxes levied by the same taxation authority on either the
same taxable entity or different taxable entities where
it is intended that net settlement or simultaneous
realisation and settlement of the respective asset and
liability will occur in future periods in which significant
amounts of deferred tax assets or liabilities are expected
to be recovered or settled.
Tax consolidation
any accumulated impairment. In the event the carrying
amount of plant and equipment is greater than the estimated
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
amount is assessed on the basis of the expected net cash
flows that will be received from the asset’s employment
and subsequent disposal. The expected net cash flows have
been discounted to their present values in determining
recoverable amounts.
The cost of fixed assets constructed within the consolidated
The parent entity and its Australian wholly-owned entities are
group includes the cost of materials, direct labour, borrowing
part of a tax-consolidated group under Australian taxation
costs and an appropriate proportion of fixed and variable
law. The head entity within the tax consolidation group
overheads. Subsequent costs are included in the asset’s
for the purposes of the tax consolidation system is Minotaur
carrying amount or recognised as a separate asset, as
Exploration Ltd.
Minotaur Exploration Ltd and each of its own wholly-owned
subsidiaries recognise the current and deferred tax assets
and deferred tax liabilities applicable to the transactions
undertaken by it, after elimination of intra-group
transactions. Minotaur Exploration Ltd recognises the entire
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
profit or loss and other comprehensive income during the
financial period in which they are incurred.
tax-consolidated group’s retained tax losses.
Depreciation
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.
Land and buildings
Buildings are measured on the cost basis and therefore
carried at cost less accumulated depreciation for buildings
and any accumulated impairment.
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
over the asset’s useful life to the consolidated group
commencing from the time the asset is held ready for use.
Leasehold improvements are depreciated over the shorter
of either the unexpired period of the lease or the estimated
useful lives of the improvements.
THIRTY-TWO
The useful life for each class of depreciable assets are:
determined on the basis that the restoration will be com-
Class of Fixed Asset
Useful life
pleted within one year of abandoning the site.
Leasehold improvements
4 – 40 years
e) Leases
Plant and equipment
Motor Vehicles
2 - 20 years
6 - 10 years
The assets’ residual values and useful lives are reviewed, and
Leases of fixed assets where substantially all the risks and
benefits incidental to the ownership of the asset, but
not the legal ownership that is transferred to entities in the
consolidated group, are classified as finance leases.
adjusted if appropriate, at the end of each reporting period.
Finance leases are capitalised by recognising an asset and
An asset’s carrying amount is written down immediately
a liability at the lower of the amounts equal to the fair value
to its recoverable amount if the asset’s carrying amount is
of the leased property or the present value of the minimum
greater than its estimated recoverable amount.
lease payments, including any guaranteed residual values.
Gains and losses on disposals are determined by comparing
proceeds with the carrying amount. These gains and
Lease payments are allocated between the reduction of the
lease liability and the lease interest expense for the period.
losses are included in the statement of profit or loss and
Leased assets are depreciated on a diminishing value
other comprehensive income. When revalued assets are
basis over the shorter of their estimated useful lives or the
sold, amounts included in the revaluation surplus relating
lease term.
to that asset are transferred to retained earnings.
Lease payments for operating leases, where substantially all
d) Exploration and Development Expenditure
the risks and benefits remain with the lessor, are recognised
Exploration, evaluation and development expenditures
as expenses in the periods in which they are incurred.
incurred are capitalised in respect of each identifiable area of
Lease incentives under operating leases are recognised
interest. These costs are only capitalised to the extent that
as a liability and amortised on a straight-line basis over the
they are expected to be recovered through the successful
lease term.
development of the area or where activities in the area have
not yet reached a stage that permits reasonable assessment
f) Financial Instruments
of the existence of economically recoverable reserves.
Recognition and initial measurement
Accumulated costs in relation to an abandoned area are
Financial assets and financial liabilities are recognised when
written-off in full against profit in the year in which the
the entity becomes a party to the contractual provisions to
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
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).
area according to the rate of depletion of the economically
Financial instruments are initially measured at fair value plus
recoverable reserves.
A regular review is undertaken of each area of interest to
determine the appropriateness of continuing to capitalise
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.
costs in relation to that area of interest.
Classification and subsequent measurement
Costs of site restoration are provided over the life of the
Finance instruments are subsequently measured at fair
project from when exploration commences and are included
value, amortised cost using the effective interest rate method,
in the costs of that stage. Site restoration costs include the
or cost.
dismantling and removal of mining plant, equipment and
building structures, waste removal, and rehabilitation of the
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
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
recent arm’s length transactions, reference to similar
instruments and option pricing models.
THIRTY-THREE
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
f) Financial Instruments
Classification and subsequent measurement continued
The effective interest method is used to allocate interest
income or interest expense over the relevant period and is
equivalent to the rate that discounts estimated future cash
payments or receipts (including fees, transaction costs and
other premiums or discounts) through the expected life (or
when this cannot be reliably predicted, the contractual term)
of the financial instrument to the net carrying amount of the
financial asset or financial liability.
Revisions to expected future net cash flows will necessitate
an adjustment to the carrying value with a consequential
recognition of an income or expense item in profit or loss.
The Group does not designate any interests in subsidiaries,
associates or joint venture entities as being subject to the
requirements of Accounting Standards specifically applicable
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. Gains or losses are recognised in profit
iii) Financial Liabilities
Non-derivative financial liabilities other than financial
guarantees are subsequently measured at amortised
cost. Gains or losses are recognised in profit or
loss through the amortisation process and when the
financial liability is derecognised.
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 carrying amount of the investment includes goodwill
relating to the associate. Any discount on acquisition
whereby the Group’s share of the net fair value of the
associate exceeds the cost of investment is recognised in
profit or loss in the period in which the investment
is acquired.
or loss through the amortisation process and when the
Profits and losses resulting from transactions between
financial asset is derecognised.
the Group and the associate are eliminated to the extent of
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 investments are non-derivative
financial assets that are either not capable of being
classified into other categories of financial assets
due to their nature or they are designated as such by
management. They comprise investments in the
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.
equity of other entities where there is neither a fixed
Details of the Group’s investments in associates are provided
maturity nor fixed or determinable payments.
in Note 11.
They are subsequently measured at fair value with any
remeasurements other than impairment losses and
foreign exchange gains and losses recognised in other
comprehensive income. 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 classified as
non-current assets when they are expected to be sold
after 12 months from the end of the reporting period.
All other available-for-sale financial assets are classified
as current assets.
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.
THIRTY-FOUR
i) Foreign Currency Transactions and Balances
settled. Employee benefits payable later than one year have
Functional and presentation currency
been measured at the present value of the estimated future
cash outflows to be made for those benefits. In determining
The functional currency of each of the Group’s entities is
the liability, consideration is given to employee wages
measured using the currency of the primary economic
increases and the probability that the employee may satisfy
environment in which that entity operates. The consolidated
vesting requirements. Those cash flows are discounted
financial statements are presented in Australian dollars which
using market yields on national government bonds with
is the parent entity’s functional and presentation currency.
terms to maturity that match the expected timing of cash
Transactions and balances
Foreign currency transactions are translated into functional
flows attributable to employee benefits.
Equity-settled compensation
currency using the exchange rates prevailing at the date of
The Group operates an employee share option plan.
the transaction. Foreign currency monetary items are
Share-based payments to employees are measured at the
translated at the year-end exchange rate. Non-monetary
fair value of the instruments issued and amortised over the
items measured at historical cost continue to be carried at the
vesting periods. Share-based payments to non-employees
exchange rate at the date of the transaction. Non-monetary
are measured at the fair value of goods or services received
items measured at fair value are reported at the exchange
or the fair value of the equity instruments issued, if it is
rate at the date when fair values were determined.
etermined the fair value of the goods or services cannot be
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.
reliably measured, and are recorded at the date the goods or
services are received. The corresponding amount is recorded
to the option reserve. The fair value of options is determined
using the Black-Scholes pricing model. The number of
Exchange differences arising on the translation of
options expected to vest is reviewed and adjusted at the end
non-monetary items are recognised directly in other
of each reporting period such that the amount recognised for
comprehensive income to the extent that the underlying
services received as consideration for the equity instruments
gain or loss is recognised in other comprehensive
granted is based on the number of equity instruments that
income; otherwise the exchange difference is recognised
eventually vest.
in profit or loss.
Group companies
k) Provisions
Provisions are recognised when the Group has a legal or
The financial results and position of foreign operations,
constructive obligation, as a result of past events, for
whose functional currency is different from the Group’s
which it is probable that an outflow of economic benefits
presentation currency, are translated as follows:
•
assets and liabilities are translated at exchange rates
prevailing at the end of the reporting period;
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
income and expenses are translated at average
reporting period.
•
•
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 one year have been measured
at the amounts expected to be paid when the liability is
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.
THIRTY-FIVE
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
m) Revenue and Other Income continued
Revenue from the sale of goods is recognised at the point of
delivery as this corresponds to the transfer of significant risks
and rewards of ownership of the goods and the cessation of
Cash flows are presented on a gross basis. The GST
components of cash flows arising from investing or financing
activities which are recoverable from, or payable to, the ATO
are presented as operating cash flows included in receipts
from customers or payments to suppliers.
all involvement in those goods.
q) Government Grants
Interest revenue is recognised using the effective interest
Government grants are recognised at fair value where there
rate method.
Revenue recognition relating to the provision of services is
determined with reference to the stage of completion
of the transaction at the end of the reporting period, where
outcome of the contract can be estimated reliably. Stage
of completion is determined with reference to the services
performed to date as a percentage of total anticipated
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.
Grants relating to assets are credited to deferred income
at fair value and are credited to income over the expected
useful life of the asset on a straight-line basis.
services to be performed. Where the outcome cannot be
r) Comparative Figures
estimated reliably, revenue is recognised only to the extent
that related expenditure is recoverable.
When required by Accounting Standards, comparative figures
have been adjusted to conform to changes in presentation
All revenue is stated net of the amount of goods and
for the current financial year.
services tax (GST).
n) Trade and Other Payables
s) Critical Accounting Estimates and Judgments
The directors evaluate estimates and judgments incorporated
Trade and other payables represent the liabilities for goods
into the financial statements based on historical knowledge
and services received by the entity that remain unpaid at
and best available current information. Estimates assume a
the end of the reporting period. The balance is recognised
reasonable expectation of future events and are based on
as a current liability with the amounts normally paid within
current trends and economic data, obtained both externally
30-90 days of recognition of the liability.
o) Borrowing Costs
and within the Group.
Key estimates
Borrowing costs directly attributable to the acquisition,
i)
Impairment
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.
All other borrowing costs are recognised in profit or loss in
the period in which they are incurred.
p) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the
amount of GST, except where the amount of GST incurred is
not recoverable from the Australian Taxation Office (ATO).
Receivables and payables are stated inclusive of the
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
The Group capitalises expenditure relating to exploration
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
existence of reserves. While there are certain areas of
interest from which no reserves have been extracted,
amount of GST receivable or payable. The net amount of
the directors are of the continued belief that such
GST recoverable from, or payable to, the ATO is included
expenditure should not be written off since feasibility
with other receivables or payables in the statement of
studies in such areas have not yet concluded.
financial position.
Such capitalised expenditure is carried at the end of the
year at $12,176,647 (2012: $8,666,703).
THIRTY-SIX
t) Changes in accounting policies
AASB 9: Financial Instruments (December 2010) and
New and amended standards adopted by the Group
AASB 2010-7: Amendments to Australian Accounting Standards
arising from AASB 9 (December 2010).
AASB 2010-8 Amendments to Australian Accounting
These Standards are applicable retrospectively and
Standard – Deferred Tax: Recovery of Underlying Assets
include revised requirements for the classification and
(Applies to annual reporting periods beginning on or
measurement of financial instruments, as well as recognition
after 1 January 2012)
and derecognition requirements for financial instruments.
AASB 2010-8 provides clarification on the determination of
deferred tax assets and deferred tax liabilities when
investment properties are measured using the fair value
model in AASB 140 Investment Properties. It introduces a
rebuttable presumption that an investment property is
recovered entirely through sale. This presumption is rebutted
if the investment property is held within a business model
where the objective is to consume substantially all of the
economic benefits embodied in the investment property
over time, rather than through sale.
AASB 2010-8 also includes the requirement that the
measurement of deferred tax assets and deferred tax
liabilities on non-depreciable assets measured using the
revaluation model in AASB 116 Property, Plant and
Equipment should always be based on recovery through sale.
These amendments have had no impact on the Group.
AASB 2011-9 Amendments to Australian Accounting
Standards – Presentation of Items of Other Comprehensive
Income (Applies annual reporting periods beginning on
or after 1 July 2012)
AASB 2011-9 requires entities to group items presented in
Other Comprehensive Income on the basis of whether they
are potentially re-classifiable to profit or loss subsequently,
and changes the title of ‘statement of comprehensive
income’ to ‘statement of profit or loss and other
comprehensive income’. The adoption of the new and
revised Australian Accounting Standards and Interpretations
has had no significant impact on the Group’s accounting
policies or the amounts reported during the current half-year
period. The adoption of AASB 2011-9 has resulted in changes
to the Group’s presentation of its financial statements.
u) Standards, amendments and interpretations to existing
standards that are not yet effective and have not been
adopted early by the group
The AASB has issued a number of new and amended
Accounting Standards and Interpretations that have
mandatory application dates for future reporting periods,
some of which are relevant to the Group. The Group has
decided not to early adopt any of the new and amended
pronouncements. The Group’s assessment of the new and
amended pronouncements that are relevant to the Group
but applicable in future reporting periods is set out below:
The key changes made to accounting requirements include:
•
simplifying the classifications of financial assets into
those carried at amortised cost and those carried at
•
•
•
•
•
•
fair value;
simplifying the requirements for embedded derivatives;
removing the tainting rules associated with
held-to-maturity assets;
removing the requirements to separate and fair value
embedded derivatives for financial assets carried at
amortised cost;
allowing an irrevocable election on initial recognition
to present gains and losses on investments in equity
instruments that are not held for trading in other
comprehensive income. Dividends in respect of these
investments that are a return on investment can be
recognised in profit or loss and there is no impairment
or recycling on disposal of the instrument;
requiring financial assets to be reclassified where
there is a change in an entity’s business model as they
are initially classified based on: (a) the objective of
the entity’s business model for managing the financial
assets; and (b) the characteristics of the contractual
cash flows; and
requiring an entity that chooses to measure a financial
liability at fair value to present the portion of the
change in its fair value due to changes in the entity’s
own credit risk in other comprehensive income, except
when that would create an accounting mismatch.
If such a mismatch would be created or enlarged, the
entity is required to present all changes in fair value
(including the effects of changes in the credit risk of
the liability) in profit or loss.
These Standards were mandatorily applicable for annual
reporting periods commencing on or after 1 January 2013.
However, AASB 2012-6: Amendments to Australian Accounting
Standards – Mandatory Effective Date of AASB 9 and Transition
Disclosures (issued September 2012) defers the mandatory
application date of AASB 9 from 1 January 2013 to 1 January
2015. In light of the change to the mandatory effective date,
the Group is expected to adopt AASB 9 and AASB 2010-7
for the annual reporting period ending 31 December 2015.
THIRTY-SEVEN
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
u) Standards, amendments and interpretations to existing
AASB 13: Fair Value Measurement and AASB 2011-8:
Amendments to Australian Accounting Standards arising
standards that are not yet effective and have not been
from AASB 13 (applicable for annual reporting periods
adopted early by the group continued
commencing on or after 1 January 2013).
Although the directors anticipate that the adoption of
AASB 13 defines fair value, sets out in a single Standard a
AASB 9 and AASB 2010-7 may have an impact on the Group’s
framework for measuring fair value, and requires disclosures
financial instruments, it is impracticable at this stage to
about fair value measurement.
provide a reasonable estimate of such impact.
AASB 10: Consolidated Financial Statements, AASB 11: Joint
Arrangements, AASB 12: Disclosure of Interests in Other Entities,
AASB 127: Separate Financial Statements (August 2011) and
AASB 128: Investments in Associates and Joint Ventures
(August 2011) (as amended by AASB 2012–10: Amendments
to Australian Accounting Standards – Transition Guidance
AASB 13 requires:
•
inputs to all fair value measurements to be categorised
in accordance with a fair value hierarchy; and
•
enhanced disclosures regarding all assets and
liabilities (including, but not limited to, financial assets
and financial liabilities) to be measured at fair value.
and Other Amendments), and AASB 2011-7: Amendments to
These Standards are expected to result in more detailed fair
Australian Accounting Standards arising from the Consolidation
and Joint Arrangements Standards (applicable for annual
reporting periods commencing on or after 1 January 2013).
value disclosures, but are not expected to significantly impact
the amounts recognised in the Group’s financial statements.
AASB 2011-4: Amendments to Australian Accounting
AASB 10 replaces parts of AASB 127: Consolidated and
Standards to Remove Individual Key Management Personnel
Separate Financial Statements (March 2008, as amended)
Disclosure Requirements (applicable for annual reporting
and Interpretation 112: Consolidation – Special Purpose
periods beginning on or after 1 July 2013).
Entities. AASB 10 provides a revised definition of “control”
and additional application guidance so that a single
control model will apply to all investees. This Standard
is not expected to significantly impact the Group’s
financial statements.
This Standard makes amendments to AASB 124: Related
Party Disclosures to remove the individual key management
personnel disclosure requirements (including paras Aus29.1
to Aus29.9.3). These amendments serve a number of
purposes, including furthering trans-Tasman convergence,
AASB 11 replaces AASB 131: Interests in Joint Ventures (July
removing differences from IFRSs, and avoiding any potential
2004, as amended). AASB 11 requires joint arrangements to
confusion with the equivalent Corporations Act 2001
be classified as either “joint operations” (where the parties
disclosure requirements.
that have joint control of the arrangement have rights to the
assets and obligations for the liabilities) or “joint ventures”
(where the parties that have joint control of the arrangement
have rights to the net assets of the arrangement).
AASB 12 contains the disclosure requirements applicable
to entities that hold an interest in a subsidiary, joint venture,
joint operation or associate. AASB 12 also introduces the
concept of a “structured entity”, replacing the “special
purpose entity” concept currently used in Interpretation 112,
and requires specific disclosures in respect of any investments
This Standard is not expected to significantly impact the
Group’s financial report as a whole because:
•
some of the disclosures removed from AASB 124 will
continue to be required under s 300A of the
Corporations Act, which is applicable to the Group; and
• AASB 2011-4 does not affect the related party disclosure
requirements in AASB 124 applicable to all reporting
entities, and some of these requirements require similar
disclosures to those removed by AASB 2011-4.
in unconsolidated structured entities. This Standard will
AASB 119: Employee Benefits (September 2011) and AASB
affect disclosures only and is not expected to significantly
2011-10: Amendments to Australian Accounting Standards
impact the Group’s financial statements.
To facilitate the application of AASBs 10, 11 and 12, revised
versions of AASB 127 and AASB 128 have also been
issued. The revisions made to AASB 127 and AASB 128 are
not expected to significantly impact the Group’s financial
statements.
arising from AASB 119 (September 2011) (applicable
for annual reporting periods commencing on or after
1 January 2013).
THIRTY-EIGHT
These Standards introduce a number of changes to
AASB 2012-5: Amendments to Australian Accounting
the presentation and disclosure of defined benefit plans,
Standards arising from Annual Improvements 2009–2011
including:
•
removal of the “corridor” approach from AASB 119,
thereby requiring entities to recognise all changes
in a net defined benefit liability/(asset) when they
occur; and
•
disaggregation of changes in a net defined benefit
liability/(asset) into service cost, net interest expense
and remeasurements and recognition of:
(applicable for annual reporting periods commencing
on or after 1 January 2013).
This Standard amends a number of Australian Accounting
Standards as a consequence of the issuance of Annual
Improvements to IFRSs 2009–2011 Cycle by the International
Accounting Standards Board, including:
• AASB 1: First-time Adoption of Australian Accounting
Standards to clarify the requirements in respect of the
i)
service cost and net interest expense in profit or
application of AASB 1 when an entity discontinues and
loss; and
ii) remeasurements in other comprehensive income.
AASB 119 (September 2011) also includes changes to the
criteria for determining when termination benefits should
be recognised as an obligation.
The amendments to AASB 119 are not expected to signifi-
cantly impact the Group’s financial statements.
AASB 2012-2: Amendments to Australian Accounting
Standards – Disclosures – Offsetting Financial Assets and
Financial Liabilities (applicable for annual reporting
periods commencing on or after 1 January 2013).
AASB 2012-2 principally amends AASB 7: Financial
then resumes applying Australian Accounting Standards;
• AASB 101: Presentation of Financial Statements and
AASB 134: Interim Financial Reporting to clarify the
requirements for presenting comparative information;
• AASB 116: Property, Plant and Equipment to clarify the
accounting treatment of spare parts, stand-by equipment
• AASB 132 and Interpretation 2: Members’ Shares in
Co-operative Entities and Similar Instruments to clarify the
accounting treatment of any tax effect of a distribution
to holders of equity instruments; and
• AASB 134 to facilitate consistency between the measures
of total assets and liabilities an entity reports for its
segments in its interim and annual financial statements.
Instruments: Disclosures to require entities to include
This Standard is not expected to significantly impact the
information that will enable users of their financial
Group’s financial statements.
statements to evaluate the effect or potential effect of
netting arrangements, including rights of set-off associated
with the entity’s recognised financial assets and recognised
financial liabilities, on the entity’s financial position.
This Standard is not expected to significantly impact the
Group’s financial statements.
AASB 2012-3: Amendments to Australian Accounting
Standards – Offsetting Financial Assets and Financial Liabilities
(applicable for annual reporting periods commencing on
or after 1 January 2014).
This Standard adds application guidance to AASB 132:
Financial Instruments: Presentation to address potential
inconsistencies identified in applying some of the offsetting
criteria of AASB 132, including clarifying the meaning
of “currently has a legally enforceable right of set-off” and
that some gross settlement systems may be considered
equivalent to net settlement.
This Standard is not expected to significantly impact the
Group’s financial statements.
THIRTY-NINE
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)/Profit for the year
Other Comprehensive Income
Total Comprehensive Income
Guarantees
2013
$
2012
$
8,586,234
15,673,509
13,819,405
12,353,662
24,259,743
26,173,067
1,914,853
157,545
1,887,607
211,896
2,072,398
2,099,503
31,572,748
1,013,175
(10,398,578)
30,816,748
981,763
(7,724,947)
22,187,345
24,073,564
(2,673,631)
3,602,291
-
-
(2,673,631)
3,602,291
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.
FORTY
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
Year ended
Year ended
30 June
2013
$
30 June
2012
$
30 June
2013
$
30 June
2012
$
1,495,625
120,489
308,083
8,546,645
-
-
-
-
(609,018)
(2,777,992)
(1,175,180)
7,672,403
(144,349)
-
-
355,470
1,616,114
8,854,728
(1,928,547)
5,249,881
-
-
-
-
(10,609)
(11,314)
19,264
(1,789,627)
(1,251,191)
-
(194,968)
(111,517)
1,616,114
8,873,992
(3,923,751)
3,875,859
796,076
(11,947)
(3,127,675)
3,863,912
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.
FORTY~ONE
3 OPERATING SEGMENTS CONTINUED
Segment Assets – Continuing Operations
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 2012
$
Capital
Expenditure/
Investment
$
Impairment and
Share of loss
$
Revaluations/ Redemption of
Term Deposits
Translations
$
$
Disposals/
Closing
Balance
30 June 2013
$
Segment Assets
Investments
14,341,698
251,532
(2,118,290)
957,291
(2,457,205)
10,975,026
Mineral Exploration – Australia
8,658,717
4,813,599
(1,295,669)
Mineral Exploration – Canada
7,987
136,362
(144,349)
-
-
-
-
12,176,647
-
Total Segment Assets
23,008,402
5,201,493
(3,558,308)
957,291
(2,457,205)
23,151,673
Administration/Corporate
3,746,243
Segment Liabilities
Mineral Exploration – Australia
Administration/Corporate
26,754,645
-
2,681,081
24,073,564
Opening
Balance
1 July 2011
$
Capital
Expenditure/
Investment
$
Impairment and
Share of loss
$
Revaluations/ Redemption of
Term Deposits
Translations
$
$
Disposals/
1,771,890
24,923,563
600,000
2,136,218
22,187,345
Closing
Balance
30 June 2012
$
Segment Assets
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
Administration/Corporate
Segment Liabilities
Administration/Corporate
2,864,659
20,015,479
1,216,439
18,799,040
3,746,243
26,754,645
2,681,081
24,073,564
FORTY-TWO
Consolidated Group
2013
$
2012
$
120,489
477,596
598,085
337,037
166,373
503,410
-
-
738
-
738
19,264
8,209,608
(6,032)
147,742
8,370,582
1,017,291
1,017,291
-
-
1,440,018
2,104,643
874,242
3,092,107
3,544,661
3,966,349
57,103
88,767
49,098
-
71,028
40,489
194,968
111,517
180
10,429
10,609
175
11,139
11,314
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 gains on disposal of available-for-sale investments
Net gains on disposal of associates
c) Gain on reclassification of non-current asset
Gain on reclassification of investment in Petratherm Ltd – refer Note 11
d) Expenses
Impairment of non-current assets
Capitalised exploration costs written-off
Impairment of available-for-sale financial assets
Total impairment of non-current assets
Depreciation of non-current assets
Leasehold improvements
Plant and equipment
Motor vehicles
Total depreciation
Finance expenses
Finance costs
Interest applicable to hire-purchase contracts
Total finance expenses
FORTY-THREE
4 REVENUE AND EXPENSES CONTINUED
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 exploration assets
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
5
INCOME TAX EXPENSE
The major components of income tax expense are:
Statement of Comprehensive Income
Current income tax
Current income tax charge
Research and Development tax offset
Income tax (benefit)/expense reported in the income statement
Consolidated Group
2013
$
2012
$
3,007,404
213,202
(18,206)
35,477
226,270
2,939,647
222,181
12,704
63,105
147,554
(2,856,235)
(3,080,476)
607,912
304,715
455,256
143,554
274,165
62,170
32,954
34,277
31,107
30,525
31,500
86,207
335,947
141,420
143,611
107,959
34,605
52,179
23,882
38,939
37,700
43,466
1,181,715
959,708
-
-
-
(796,076)
(796,076)
9,272
968,980
11,947
-
11,947
FORTY-FOUR
5
INCOME TAX EXPENSE CONTINUED
Consolidated Group
2013
$
2012
$
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:
Accounting profit before income tax
At the Group’s statutory income tax rate of 30% (2012: 30%)
Immediate write-off of exploration 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
(3,923,751)
(1,177,125)
(1,289,783)
1,129,329
(305,409)
-
-
-
Tax losses not recognised due to not meeting recognition criteria
1,642,988
Tax portion of share issue costs
-
-
3,520,389
1,056,117
(1,426,781)
1,248,883
(2,511,175)
2,832,00
1,759,575
(2,958,619)
-
11,947
11,947
The Group has tax losses arising in Australia of $5,466,625 (2012: $1,478,753) that are
available indefinitely for offset against future taxable profits of the companies in which
the losses arose. In addition, the Group has $26,909 capital losses available.
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.
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
Weighted average number of ordinary shares for basic earnings per share
(3,127,675)
103,712,284
3,863,912
100,732,806
Effect of dilution
Share options
-
-
Weighted average number of ordinary shares adjusted for the effect of dilution
103,712,284
100,732,806
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 2013.
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.
FORTY-FIVE
7 CASH AND CASH EQUIVALENTS
Cash at bank and on 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 on hand
Short-term deposits
Reconciliation of net loss after tax to net cash flows from operations
Net (loss)/profit
Adjustments for non-cash items:
Depreciation
Impairment of non-current assets
Gain on reclassification of non-current asset
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
Consolidated Group
2013
$
2012
$
2,248,636
7,021,000
198,747
13,870,544
9,269,636
14,069,291
2,248,636
7,021,000
198,747
13,870,544
9,269,636
14,069,291
(3,127,675)
3,863,912
194,968
3,544,661
(1,017,291)
(738)
-
226,270
(88,065)
22,721
(483,809)
-
17,271
(711,687)
111,517
4,066,294
-
(8,835,269)
11,947
147,554
409,614
(17,649)
(243,860)
(9,999)
75,809
(420,130)
FORTY-SIX
Consolidated Group
2013
$
52,528
52,528
2012
$
278,788
278,788
55,487
86,006
4,300
145,793
72,908
242,072
5,300
320,280
2,859,067
(60,000)
(96,441)
251,532
(2,118,291)
1,017,291
4,605,000
(338,000)
(65,000)
1,750,647
(3,093,580)
-
1,853,158
2,859,067
8 TRADE AND OTHER RECEIVABLES
Trade receivables (i)
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 2012 and 2013 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 AVAILABLE-FOR-SALE INVESTMENTS
At fair value – Shares, listed:
Opening balance
Revaluations
Disposals
Acquisitions
Impairments
Gain on reclassification of non-current assets (a)
Available-for-sale investments consist of investments in ordinary shares in listed
entities. The investments are 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), 21,416,667 fully paid ordinary shares
in the capital of Mithril Resources Ltd (ASX Code MTH), 3,076,923 fully paid ordinary
shares in the capital of Mungana Goldmines Ltd (ASX Code MUX), 30,000,000 fully
paid ordinary shares in the capital of Petratherm Ltd (ASX Code PTR) and 850,000
fully paid ordinary shares in the capital of Spencer Resources Ltd (ASX Code SPA).
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 2013, the final bid price was $0.045, $0.026,
$0.02, $0.065, $0.019 and $0.041 respectively.
a) During the 2013 financial year, the Company changed the classification of its
investments in Petratherm Ltd due to dilution of Minotaur’s interest following
a share placement.
In accordance with Accounting Standards the Company’s investment was
revalued to the market value on the date of the change in classification with a
gain of $1,017,291 recognised in the Statement of profit or loss and other
comprehensive income.
FORTY-SEVEN
Consolidated Group
2013
$
2012
$
11 INVESTMENT ACCOUNTED FOR USING THE EQUITY METHOD
Investments in associates
-
As at 30 June 2013, the Company had no investments accounted for using the equity
method. During the financial year, the Board changed the method of accounting
for Petratherm Ltd and was reclassified as an available-for-sale investment. Refer to
Note 10 for more details.
12 PROPERTY, PLANT AND EQUIPMENT
Land and buildings
Cost
Opening balance
Additions
Disposals
Accumulated depreciation
Opening balance
Depreciation for the year
Disposals
Net book value of land and buildings
Property is measured at historical cost less impairment. No impairment has
been recorded for the year as the net book value is considered to be less than
the recoverable amount (2012: $nil). Land and buildings with a net book value
of $508,723 (2012: $nil) is offered as security against a mortgage of $392,000.
Leasehold improvements
Cost
Opening balance
Additions
Disposals
Accumulated depreciation
Opening balance
Depreciation for the year
Disposals
Net book value of leasehold improvements
FORTY-EIGHT
-
508,723
-
508,723
-
-
-
-
508,723
-
611,218
-
611,218
-
57,103
-
57,103
554,115
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12 PROPERTY, PLANT AND EQUIPMENT CONTINUED
Consolidated Group
2013
$
2012
$
Plant and equipment
Cost
Opening balance
Additions
Disposals
Accumulated depreciation
Opening balance
Depreciation for the year
Disposals
Net book value of plant and equipment
Kaolin pilot plant
Cost
Opening balance
Additions
Disposals
Accumulated depreciation
Opening balance
Depreciation for the year
Disposals
Net book value of Kaolin pilot plant
Motor vehicles
Cost
Opening balance
Additions
Disposals
Accumulated depreciation
Opening balance
Depreciation for the year
Disposals
Net book value of motor vehicles
774,379
31,568
(400,222)
405,725
583,390
88,767
(390,222)
281,935
123,790
293,765
-
(10,000)
283,765
99,538
81,256
(10,000)
170,794
112,971
226,707
-
(24,475)
202,232
51,407
49,098
(24,475)
76,030
126,202
743,412
30,967
-
774,379
512,362
71,028
-
583,390
190,989
170,431
123,334
-
293,765
-
99,538
-
99,538
194,227
233,001
180,379
(186,673)
226,707
84,487
40,489
(73,569)
51,407
175,300
Total net book value of property, plant and equipment
1,425,801
560,516
Motor vehicles with a net book value of $126,202 (2012: $175,300) is
offered as security against hire purchase contracts of $149,484.
FORTY-NINE
13 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
Additions through acquisition of tenements
Reductions through joint venture contributions
Write-off of tenements relinquished
Consolidated Group
2013
$
2012
$
5,094,323
7,082,324
4,770,046
3,896,657
12,176,647
8,666,703
Exploration
Joint Venture
$
Exploration
Other
$
4,770,046
1,306,563
600,000
(1,582,286)
3,896,657
4,625,685
-
-
-
(1,440,018)
Total
$
8,666,703
5,932,248
600,000
(1,582,286)
(1,440,018)
Balance at end of year
5,094,323
7,082,324
12,176,647
14 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.
FIFTY
14 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
profit or loss and other comprehensive income in relation to share-based payments is disclosed in Note 4 (e).
The following table illustrates the number 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
2013
Number
2013
WAEP
2,270,000
2,420,000
-
(120,000)
4,570,000
4,570,000
0.24
0.25
-
0.55
0.23
0.23
2012
Number
930,000
2,090,000
-
(750,000)
2,270,000
2,270,000
2012
WAEP
0.53
0.21
-
0.53
0.24
0.24
A total of 410,000 options exercisable at any time until 2 Dec 2013 with an exercise price of $0.25.
The outstanding balance as at 30 June 2013 is represented by:
•
•
•
A total of 1,740,000 options exercisable at any time until 29 Sep 2016 with an exercise price of $0.21.
A total of 2,420,000 options exercisable at any time until 3 July 2017 with an exercise price of $0.25.
The weighted average remaining contractual life for the share options outstanding as at 30 June 2013 is 3.40 years (2012: 3.55 years).
The range of exercise prices for options outstanding at the end of the year was $0.21–$0.25 (2012: $0.21–$0.55).
The weighted average fair value of options granted during the year was $0.0935 (2012: $0.0706).
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)
75.40%
2.70%
5.00
FIFTY~ONE
Consolidated Group
2013
$
2012
$
257,603
28,103
600,000
492,148
491,652
244,849
803,976
938,269
-
-
166,188
135,073
2,114,355
2,043,506
35,098
35,098
114,386
114,386
134,913
(18,206)
116,707
257,783
54,730
312,513
429,220
62,412
(19,253)
43,159
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
15 TRADE AND OTHER PAYABLES
Trade payables (i)
Net GST and PAYG Payable
Amount payable for the acquisition of tenements
Amount payable for the acquisition of land and buildings
Joint venture income received in advance
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.
16 BORROWINGS
Current
Hire purchase contracts
Non-current
Hire purchase contracts
17 PROVISIONS
Current
Annual leave provision
Balance at 1 July
Net (decrease)/increase 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
FIFTY~TWO
Consolidated Group
2013
$
2012
$
18 ISSUED CAPITAL
107,785,709 fully paid ordinary shares (2012: 103,585,709)
31,572,748
30,816,748
2013
2012
Number
$
Number
$
Balance at beginning of financial year
Shares issued by way of private placement
Purchase plan
Transaction costs on shares issued
103,585,709
30,816,748
92,709,018
29,213,124
4,200,000
756,000
-
-
-
-
-
-
10,876,691
1,631,500
-
(27,876)
Balance at end of financial year
107,785,709
31,572,748
103,585,709
30,816,748
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).
Consolidated Group
2013
$
2012
$
1,013,175
(126,547)
(60,000)
826,628
981,763
226,270
(194,858)
1,013,175
(133,320)
6,773
(126,547)
-
(60,000)
(60,000)
981,763
(133,320)
-
848,443
913,155
147,554
(78,946)
981,763
(130,754)
(2,566)
(133,320)
338,000
(338,000)
-
19 RESERVES
Share option reserve (a)
Foreign currency translation reserve (b)
Available-for-sale revaluation reserve (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 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
c) Available-for-sale revaluation reserve
Balance at beginning of financial year
Revaluation decrement
Balance at end of financial year
FIFTY-THREE
20 RETAINED EARNINGS
Balance at beginning of financial year
Net loss attributable to members of the parent entity
Transfer from share option reserve
Balance at end of financial year
21 NON-CONTROLLING INTEREST
Balance at beginning of financial year
Issue of shares in Minotaur Gold Solutions Ltd to private investor
Net loss attributable to non-controlling interest
Further to the Company’s ASX Announcement dated 14 June 2013, the
Company sold 50% of its interest in Minotaur Gold Solutions Ltd to a private
investor for a total cash consideration of $312,413.
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 Group
2013
$
2012
$
(7,591,627)
(3,113,702)
194,858
(11,534,485)
3,863,912
78,946
(10,510,471)
(7,591,627)
-
312,413
(13,973)
298,440
219,125
6,003
225,128
43,412
118,041
161,453
(11,969)
149,484
-
-
-
-
90,470
-
90,470
43,412
161,453
204,865
(22,398)
182,467
The Group has an operating lease in place for its principal place of business. The lease was assigned to Minotaur Exploration Ltd
on 18 September 2012 and expires within 2 years from the date of assignment. 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 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
2014 amounts of approximately $5.1 million 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, $1.1 million 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.
FIFTY-FOUR
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
$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 expenses
Loss before income tax
Tax expense
Loss for the year
Profit after tax on disposal
Profit/(Loss) for the 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
FIFTY-FIVE
Year ended
30 June 2013
$
Year ended
30 June 2012
$
-
-
-
-
-
-
-
(99,945)
(9,272)
( 109,217)
-
( 109,217)
464,68
355,470
17 Jan 2012
$
4,900,681
4,900,681
3,980,000
1,538,462
(153,094)
5,365,368
464,687
Consolidated Group
2013
$
2012
$
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 $271,000 at 30 June 2013 (2012: $201,000). 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 Resources Investments Pty Ltd
Minotaur Industrial Minerals Pty Ltd (ii)
Great Southern Kaolin Pty Ltd (ii)
Minotaur Gold Solutions Limited
Minotaur Atlantic Exploration Limited
31,500
31,500
37,700
37,700
Country of
incorporation
2013
%
2012
%
Ownership interest
Australia
Australia
Australia
Australia
Australia
Australia
Canada
100
100
100
100
50
100
100
100
100
100
100
100
i) Minotaur Exploration Limited is the head entity within the tax-consolidated group.
ii)
These companies are members of the tax-consolidated group.
On 28 June 2013 Minotaur Exploration sold 50% of its interest in the previously 100% owned Minotaur Gold Solutions Limited.
FIFTY-SIX
Consolidated Group
2013
$
2012
$
9,269,636
52,528
1,883,158
14,069,291
278,788
2,859,067
2,114,355
149,484
2,043,506
182,467
Weighted average
effective interest rate
Less than
1 year
%
$
4.46
9,269,636
4.82
14,069,291
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 18, 19 and 20 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 assets
Financial liabilities
Payables
Borrowings
Credit risk
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).
Consolidated
2013
Variable interest rate
2012
Variable interest rate
FIFTY-SEVEN
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 $58,347 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
2013
Interest bearing
Non-interest bearing
2012
Interest bearing
Non-interest bearing
Weighted average
effective interest rate
Less than
1 year than
Longer than 1 year
and not longer
than 5 years
%
$
$
6.22
-
6.22
-
32,983
2,114,355
114,386
-
32,983
2,043,506
152,834
-
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 or liabilities (level 1);
inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices)
or indirectly (derived from prices) (level 2); and
inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).
FIFTY-EIGHT
27 FINANCIAL RISK MANAGEMENT CONTINUED
Financial assets at fair value
Available-for-sale investments
–
–
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
Petratherm Ltd - 30,000,000 Shares
Level 1
$
Level 2
$
Level 3
$
Total
$
360,000
260,000
429,333
200,000
33,825
570,000
1,853,158
-
-
-
-
-
-
-
-
-
-
-
-
-
-
360,000
260,000
429,333
200,000
33,825
570,000
1,853,158
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
Dr Antonio P Belperio, Executive Director
Mr Richard M Bonython, Non-Executive Director
Mr Donald Stephens, Company Secretary
Mr Varis Lidums, Commercial Manager
Mr Ian Garsed, General Manager of Exploration
Short-term employee benefits
Post employment benefits
Share-based payments
Consolidated Group
2013
$
1,236,496
73,586
46,750
2012
$
1,291,910
135,441
40,595
1,356,832
1,467,946
FIFTY-NINE
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 2013
Directors
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
Varis Lidums
Ian Garsed
30 June 2012
Directors
250,000
-
250,000
-
Balance at
beginning
of period
Derek Carter
1,200,000
Richard Bonython
Peter Gower
Antonio Belperio
Andrew Woskett
900,000
900,000
900,000
400,000
1,000,000
1,000,000
Executives
Donald Stephens
400,000
Varis Lidums
Ian Garsed
-
-
250,000
250,000
-
-
-
-
-
-
-
-
-
250,000
-
250,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Granted as
remuneration
Exercised
Net change
other
-
-
-
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
-
(400,000)
900,000
-
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
250,000
250,000
250,000
250,000
Balance
at end of
period
29/09/16
03/07/17
29/09/16
03/07/17
30/09/12
04/07/12
30/09/12
04/07/12
29/09/16
03/07/17
29/09/16
03/07/17
Expiry
Date
First
Exercise
Date
Last
Exercise
Date
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
250,000
250,000
17/05/15
18/05/10
17/05/15
29/09/16
30/09/12
29/09/16
29/09/16
30/09/12
29/09/16
SIXTY
28 RELATED PARTY DISCLOSURE AND KEY MANAGEMENT PERSONNEL REMUNERATION CONTINUED
b) Shareholdings of Key Management Personnel
30 June 2013
Directors
Derek Carter
Andrew Woskett
Richard Bonython
Antonio Belperio
Executives
Donald Stephens
Varis Lidums
Ian Garsed
30 June 2012
Directors
Derek Carter
Andrew Woskett
Richard Bonython
Antonio Belperio
Executives
Donald Stephens
Varis Lidums
Ian Garsed
Associates
Balance at
1 July 12
On Exercise
of Options
Net Change
Other
Balance
30 June 13
2,156,805
-
1,502,000
830,306
305,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,156,805
-
1,502,000
830,306
305,000
-
-
Balance at
1 July 11
On Exercise
of Options
Net Change
Other
Balance
30 June 12
2,056,805
-
1,452,000
680,306
305,000
-
-
-
-
-
-
-
-
-
100,000
2,156,805
-
50,000
150,000
-
-
-
-
1,502,000
830,306
305,000
-
-
Throughout the year no transactions took place between Minotaur Exploration Limited and any associates (2012: $1,540).
In addition, no amounts were owed by any associates at the end of the year (2012: Nil).
Director related entities
During the year Minotaur invoiced Petratherm Ltd for reimbursements relating to expenditure incurred by Minotaur on Petratherm’s
behalf. These transactions were undertaken on an arms length basis and in aggregate for the year ended 30 June 2013 totalled
$643 (2012: $11,167). Derek Carter, the Company’s Chairman and Richard Bonython, a non-executive director of the Company are both
directors of Petratherm Ltd.
Wholly-owned group transactions
The entities comprising the wholly-owned Group and ownership interests in these controlled entities are set out in Note 26.
Transactions between Minotaur Exploration Limited and other entities in the wholly-owned Group during the year consisted
of loans advanced by Minotaur Exploration Limited 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.
SIXTY~ONE
29 SUBSEQUENT EVENTS
On 4 July 2013 Minotaur Exploration Ltd settled on the acquisition of land and buildings at Cloncurry, Queensland.
On 15 July 2013 Minotaur announced it intended to make a takeover for Breakaway Resources Ltd (“Breakaway”). This resulted in a
Bidders Statement being issued to all Breakaway shareholders on 9 August 2013. As at the date of signing this report the offer remains
open for acceptances.
On 26 July 2013, Minotaur Gold Solutions Limited settled on the acquisition of a number of tenements in Western Australia including
Scotia Nickel Pty Ltd’s interest in its joint venture with Aphrodite Gold Limited over those tenements.
SIXTY~TWO
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 3
DIRECTORS’
DECLARATION
F O R T H E
Y E A R E N D E D
30 JUNE 2013
The Directors of the Company declare that:
1
the financial statements and notes, as set out on pages 27 to 62, 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 2013 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.
Derek Carter
Chairman
Dated this 19th day of September 2013
SIXTY-THREE
INDEPENDENT
AUDI TOR’S REPORT
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 2013, the consolidated statement of profit or loss and
other 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. The Directors’ responsibility also
includes such internal control as the Directors determine is necessary to enable the preparation of the financial report
that gives a true and fair view and is free from material misstatement, whether due to fraud or error. 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.
SIXTY-FOUR
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
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 2013 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 2013.
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 2013, complies
with section 300A of the Corporations Act 2001.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
J L Humphrey
Director – Audit & Assurance
Adelaide, 19 September 2013
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context
requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate
legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for
one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and
related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.
SIXTY-FIVE
A SX
ADDITIONAL INFORMATION
Lease ID
Lease Name
State
Holding Company
MinotaurEquity
or EquityEarned
JV Partner
EL 7588
ARTHURVILLE
NSW
Minotaur Operations
100%
EL 7929
EL 8137
EL 8138
EL 8139
EPM 8608
WALLABY CREEK
SMOKY CAMP
MOUNT MUMBLE
SUMMERHILL
BENDIGO PARK
NSW
NSW
NSW
NSW
QLD
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
EPM 12463
CLONAGH
QLD
Minotaur Operations
EPM 14296
EPM 16479
EPM 16594
EPM 16927
EPM 16975
EPM 16977
EPM 17286
EPM 18017
EPM 18068
EPM 18268
EPM 18283
EPM 18289
EPM 18315
EPM 18367
EPM 18571
EPM 18572
EPM 18573
EPM 18574
EPM 18575
EPM 18576
EPM 18624
EPM 18802
EPM 18861
EPM 19050
EPM 19096
EPM 19205
EPM 19412
EPM 19500
EPMA 18313
EPMA 18317
EPMA 18720
EPMA 19061
EPMA 19066
EPMA 19383
EPMA 19505
EPMA 19530
EPMA 19690
EPMA 19775
EPMA 25197
EPMA 25237
EPMA 25238
EL 4203
EL 4270
CLONAGH NORTH
SHAG ROCK
FOUR MILE BORE
RACECOURSE
CATTLE CREEK
DRY CREEK
JACKYS CREEK
COTSWOLD
GIDYEA BORE
MOUSE
HINKLER WELL
MT MARATHON
CAMEL WELL
COTSWOLD HOMESTEAD
SANDY CREEK
NORTH OSBORNE
GUM CREEK
MOMEDAH CREEK
CARBO CREEK
PATHUNGRA CREEK
OORINDI PARK
EAST RACECOURSE
DONALDSON WELL
DATCHET
STRATHFIELD
ERNEST HENRY WEST
MIDDLE CREEK
ELOISE NORTH
MOUNT AGATE
NINE MILE BORE
CUCKADOO
WINDSOR
LUCIA
MOUNT CAROL
YANINGERRY BORE
CORELLA
HUDSONS TANK
MOUNT MARGARET
HAMILTON
LEVUKA
SAXBY
SCEALES
WOODVILLE DAM
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
QLD
QLD
QLD
QLD
SA
SA
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Mintaur Operations
Falcon Minerals Ltd
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
Falcon Minerals Ltd
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
EL 4352
COLLINS TANK
SA
Minotaur Operations
SIXTY~SIX
100%
100%
100%
100%
49%*
49%*
49%
49%
49%
49%
49%
49%
49%
49%
49%
49%
49%
0%
100%
49%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
100%
41%
41%
Mitsubishi Corporation,
Mitsubishi Materials
Corporation 0%
BHPBilliton NSR,
JOGMEC 51%
BHPBilliton NSR,
JOGMEC 51%
JOGMEC 51%
JOGMEC 51%
JOGMEC 51%
JOGMEC 51%
JOGMEC 51%
JOGMEC 51%
JOGMEC 51%
JOGMEC 51%
JOGMEC 51%
JOGMEC 51%
JOGMEC 51%
Falcon Minerals Ltd 100%
JOGMEC 51%
Falcon Minerals Ltd 100%
Sumitomo Metal Mining
Oceania 59%
Sumitomo Metal Mining
Oceania 59%
Lease ID
Lease Name
State
Holding Company
MinotaurEquity
or EquityEarned
JV Partner
Perilya Ltd 90%,
MEP 10% free-carried
to BFS completion
Perilya Ltd 90%,
MEP 10% free-carried
to BFS completion
Spencer Resources 80%
Spencer Resources 80%
Spencer Resources 70%
Spencer Resources 80%
Sumitomo Metal Mining
Oceania 59%
Sumitomo Metal Mining
Oceania 59%
Perilya Ltd 90%,
MEP 10% free-carried
to BFS completion
Perilya Ltd 90%,
MEP 10% free-carried
to BFS completion
EL 4388
BLINMAN
EL 4435
EL 4478
EL 4575
EL 4692
EL 4697
EL 4708
EL 4745
EL 4776
EL 4843
EL 4844
EL 4980
EL 4981
EL 5016
EL 5079
EL 5095
EL 5096
EL 5097
EL 5117
WHITING
WILKAWILLINA
TOOTLA
PANDURRA
YANERBIE
KOOLCUTTA
BONYTHON HILL
MOUNT DOUBLE
YUDNAPINNA
MINGARY
OOLGELIMA CREEK
LAKE CADI
WHICHELBY
MUTOOROO
CAMEL LAKE
YANDOOLKA WELL
DIESEL DAM
EDIACARA
EL 5232
EL 5308
ELA 111/2013
ELA 161/2013
ML 4386
PELTABINNA
MOUNT HALL
YANINEE
KYANCUTTA
THIRD PLAIN
ML 5856
EL 5253
EL 5296
EL 5402
EL 5403
EL 5450
EL 5475
E 29 661
E 29 719
E 29 886
E 36 235
E 37 761
E 37 909
ELA 51 1585
ELA 51 1591
ELA 51 1593
ELA 51 1580
ELA 51 1581
M 24 279
M 24 336
M 29 245
M 29 246
P 29 2105
P 29 2117
P 29 2118
P 29 2119
P 29 2120
P 29 2121
EAREA DAM
DOOKIE
ROCHESTER
CHATSWORTH
LEXINGTON
ROXBOROUGH
DIMBOOLA EAST
GOONGARRIE 3
GOONGARRIE 4
COMET VALE
LEINSTER 9
LEINSTER 1
LEINSTER 2
YERRIDA SPRING
GLENGARRY RANGE
BENNETT WELL
DIAMOND WELL
CRATER BORE
GOONGARRIE 5
GOONGARRIE 6
GOONGARRIE 13
GOONGARRIE 14
GOONGARRIE 7
GOONGARRIE 8
GOONGARRIE 9
GOONGARRIE 10
GOONGARRIE 11
GOONGARRIE 12
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
VIC
VIC
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
Perilya
Minotaur Operations
Perilya
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
Perilya
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Perilya
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Gold Solutions
Minotaur Gold Solutions
Minotaur Gold Solutions
Altia Resources
Scotia Nickel
Scotia Nickel
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Operations
Minotaur Gold Solutions
Minotaur Gold Solutions
Minotaur Gold Solutions
Minotaur Gold Solutions
Minotaur Gold Solutions
Minotaur Gold Solutions
Minotaur Gold Solutions
Minotaur Gold Solutions
Minotaur Gold Solutions
Minotaur Gold Solutions
SIXTY-SEVEN
10%
100%
10%
100%
20%
100%
20%
100%
30%
20%
41%
100%
100%
100%
41%
100%
100%
100%
10%
100%
100%
0%
0%
10%
100%
100%
100%
100%
100%
100%
100%
50%
50%
100%
0%
0%
0%
0%
0%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
A SX
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 2013.
Distribution of equity securities
Ordinary share capital
107,785,709 fully paid ordinary shares are held by 2,614 individual shareholders.
All issued ordinary shares carry one vote per share and carry the rights to dividends.
Options
12,953,333 unlisted options are held by 40 option holders.
The number of shareholders, by size of holding, in each class are:
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
Fully paid ordinary shares
Unlisted Options
412
817
390
832
163
2,614
990
-
-
-
16
24
40
-
Fully paid
Number
8,041,670
Percentage
7.46%
Fully Paid Ordinary Shares
TWENTY LARGEST HOLDERS OF QUOTED EQUITY SECURITIES
OZ Minerals Limited
Newmont Capital Pty Ltd
Golden Fields Resources Pty Ltd
Yarraandoo Pty Ltd
Miningnut Pty Ltd
Bell Potter Nominees Ltd
Locantro Speculative Investments Limited
Kimbriki Nominees Pty Ltd
Dorica Nominees Pty Ltd
Mr Nicholas James Carter + Mrs Susan Mary Carter
HSBC Custody Nominees (Australia) Limited
JP Morgan Nominees Australia Limited
Mr Nicholas Carter
Locantro Speculative Investments Limited
Mr Derek Northleigh Carter
Valnera Holdings Pty Ltd
Maniciti Pte Ltd
PFH Super Pty Ltd
Mrs Susan Mary Carter
Romadak Pty Ltd
Number
8,041,670
5,320,000
4,200,000
3,662,129
3,150,000
3,090,109
2,360,000
2,000,000
1,502,000
1,442,500
1,361,786
997,101
984,181
960,100
900,000
800,000
750,000
750,000
688,000
608,334
Percentage
7.46%
4.94%
3.90%
3.40%
2.92%
2.87%
2.19%
1.86%
1.39%
1.34%
1.26%
0.93%
0.91%
0.89%
0.83%
0.74%
0.70%
0.70%
0.64%
0.56%
43,567,910
40.42%
SIXTY~EIGHT
MINOTAUR
EXPLORATION