Minotaur Exploration
Annual Report 2014

Plain-text annual report

Chairman’s Review, p.1 Review of Operations, p.8 Forward Outlook, p.11 M I N O T A U R E X P L O R A T I O N L I M I T E D O C T O B E R 2 0 1 4 ANNUAL REPORT MINOTAUR EXPLORATION w w w . m i n o t a u r e x p l o r a t i o n . c o m . a u PAGE 3 Managing Director’s Report PAGE 7 Directors’ Report PAGE 23 Financial Report CORPORATE DIRECTORY MINOTAUR EXPLORATION LIMITED ACN 108 483 601 ASX CODE MEP DIRECTORS Mr Derek Carter Chairman Mr Andrew Woskett Managing Director Dr Antonio Belperio Executive Director Mr Richard Bonython Non-Executive Director Mr John Atkins Non-Executive Director (Appointed 20 November 2013) COMPANY SECRETARY Mr Donald Stephens REGISTERED OFFICE c/o HLB Mann Judd (SA) Pty Ltd 169 Fullarton Road DULWICH SA 5065 PRINCIPAL PLACE OF BUSINESS Level 1, 8 Beulah Road NORWOOD SA 5067 SHARE REGISTER Computershare Investor Securities Pty Ltd Level 5, 115 Grenfell Street ADELAIDE SA 5000 LEGAL ADVISORS O’Loughlins Lawyers Level 2, 99 Frome Street ADELAIDE SA 5000 BANKERS National Australia Bank 22-28 King William Street ADELAIDE SA 5000 AUDITORS Grant Thornton Audit Pty Ltd Level 1, 67 Greenhill Road WAYVILLE SA 5034 www.minotaurexploration.com.au MINOTAUR EXPLORATION CONTENTS Chairman’s Review 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 3 7 17 18 23 61 61 64 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 8 to 10. The Directors’ Report is not part of the financial report. CHAIRMAN’S REview D E R E K C A R T E R C H A I R M A N M I N O T A U R E X P L O R A T I O N L I M I T E D Minotaur entered an expansionary period in the 2014 financial year, the benefits of which have swiftly been realised. Integration of Breakaway Resources Ltd and its exploration assets in December 2013 significantly contributed to an uplift in Minotaur’s enterprise value. Minotaur moved immediately to implement two new joint ventures on Breakaway’s tenements. The impact of those actions was pronounced and positive. Early gold exploration results on tenements near Leinster were encouraging and geophysical surveys over the Eloise area revealed a trove of strong anomalies. A detailed review of nickel prospec- tivity in the Leinster area quickly highlighted the untapped potential available due to the quality, but incomplete, historic exploration by Breakaway and its predecessors. The rising nickel price coincided nicely with that assessment and gave us cause to elevate nickel exploration options into the planning mix for 2014-15. Results flowed rapidly at Eloise. Drill testing of a number of geophysical targets resulted in the ‘Artemis’ copper-gold-silver-zinc discovery, where high-grade massive sulphide mineralisation was intersected in three drill holes to 200m depth below surface. Work continues to outline the scale of this deposit, the proof of which will be uncovered during the new financial year. “The Breakaway acquisition gives Minotaur exposure to the goldfields of Western Australia and opens up a range of new exploration options.” Eloise-style copper mineralisation. 1 I am pleased to acknowledge the contribution of GFR, our Eloise Copper joint venture partner, which is sole funding exploration on that project. The market’s reaction to the discovery news was confirmation that speculative investment support is available for explorers. Minotaur’s share price, having increased 105% over the day of the discovery announcement, gave it due recognition, although your directors were subsequently bemused by the 35% drop in value prompted by the 3rd and still high-grade drill result. As shareholders too, directors take the view that the market continues to under-value the discovery and look with interest towards a more supportive rating as exploration news emerges. The Artemis mineralisation, which lies in a similar geological setting to the nearby Eloise and Sandy Creek deposits, highlights the prospectivity of the region. Many EM targets are yet to be drilled and the joint venture is preparing to intensify the work level on the tenements. This could result in our joint venture partner reaching its 50% earn-in ceiling two years earlier than originally envisaged, which would demonstrate tangible evidence of the project’s potential. CHAIRMAN’S REview Minotaur holds other copper-gold prospective tenements around Cloncurry, either 100% held or in joint venture with JOGMEC whose strong project investment support continues, and for which we are most appreciative. We are keen to replicate the Artemis success for JOGMEC and on our own ground into 2015. The directors continue to assess the Company’s asset portfolio. We have progressively reduced our investment exposure to fellow listed explorers as they mature their own business plans. In addition, we are deliberately positioning non-core industrial minerals assets for possible divestment. These moves are part of the strategy to re-position Minotaur as a focused copper-gold-nickel explorer with development ambitions directed to its own discoveries. The year ahead shows great promise for Minotaur to deliver on those objectives. I wish to thank all our staff for their continuing efforts and to acknowledge our shareholders, including the new ex Breakaway shareholders, whose support enables the Company to operate. Yours truly, Derek Carter Chairman MINOTAUR EXPLORATION Investing in Copper-Gold Exploration Cloncurry Cu-Au exploration joint ventures/opportunities • Ernest (242 km 2) • Naraku (651 km 2) • Osborne (2,228 km 2) • Eloise (399 km 2) Each project is focussed around a known Cu-Au mineralisation centre. Minotaur has a proven track record in managing exploration joint ventures on behalf of investors with resultant exploration success and mutually beneficial outcomes. 2 Managing DIRECTOR’S REPORT A N D R E W W O S K E T T M A N A G I N G D I R E C T O R M I N O T A U R E X P L O R A T I O N L I M I T E D Business REVIEW Reflecting on Minotaur’s key achievements through the 2014 financial year provides context for the year ahead. In December 2013 the all-scrip acquisition of Breakaway Resources Limited concluded. Breakaway shareholder support was very strong and the transaction resulted in significant uplift in Minotaur’s market capitalisation, about twice the effective purchase cost, from which it can be concluded the deal was value accretive to the enlarged group. We moved quickly to extract value from Breakaway’s assets, initiating new joint venture activity over both the copper-gold prospective Eloise tenements (Queensland) and the Leinster to Scotia nickel-gold prospective tenements (Western Australia). In each case, the support of our new joint venture partner was rewarded with credible success and identification of forward prospects. Integration of Breakaway’s projects brought focus to Minotaur’s business plans. We purposefully articulated the progression of base metals-gold exploration in those regions as the Company’s key tenets, while down- grading the portfolio importance of peripheral assets such as industrial minerals and magnetite iron. “We understand that the only way shareholders in like companies can be rewarded for their investment is through discovery success and transition to production.” Artemis copper gold zinc mineralisation 3 Coincidentally, fortune accompanied that message: the nickel price rose to about US$19,000 per tonne and the Artemis copper-gold-silver discovery unfolded. These events helped catapault the Company’s market value by over 200% in July 2014. With that background, our work activity level going into the new financial year warrants scaling up. We see multiple opportunities to convert risk into reward and promise into reality within our key project areas. While some of our peers are forced to reduce their exploration spend Minotaur’s Board firmly believes the Company should actively pursue its mandate. We understand that the only way shareholders in like companies can be rewarded for their investment is through discovery success and transition to production. Minotaur aspires to both outcomes. As the Company approaches its tenth anniversary as an ASX listed entity (in February 2015) the motivation to succeed is stronger than ever. corporate HIGHLIGHTS • Breakaway Resources was removed from the ASX official list after Minotaur’s takeover completed. Managing DIRECTOR’S REPORT corporate HIGHLIGHTS • The Company’s base expanded to 3,500 shareholders • Minotaur held $4.8 million in cash and term deposits at the end of June 2014. • The market value of investments in ASX listed entities was $1.1 million as at 30 June 2014. • Research and Development refunds of $1.1 million were received from the Australian Taxation Office. operations HIGHLIGHTS The Cloncurry copper belt has risen in precedence over the past few years to be Minotaur’s primary focal area. With an extensive package of tenements over 4,000km2 Minotaur has established a strong position around centres of known copper mineralisation and mining infrastructure. MEP share price chart Joint venture participation by global base metals explorer Japan Oil, Gas and Metals National Corp (JOGMEC) continues. This year JOGMEC committed to invest a further $1 million in grass-roots exploration on the Cloncurry JV, where new ground geophysical surveys are already revealing new copper drill targets. The Eloise Copper joint venture was initiated immediately after conclusion of the Breakaway acquisition, in December 2013. Notably, the time lapse until announcement of the first discovery was just seven months. The ‘Artemis’ copper-gold-silver-zinc mineralised system is unfolding as a significant prospect and could potentially mimic the nearby Eloise copper-gold orebody, just 20km to the East. Much more work is required to substantiate that hypothesis but early indications are encouraging. It is worth noting that Sandy Creek, where a maiden resource was defined by Breakaway Resources (September 2012), not more than 350m distant from Artemis, could potentially be a near-surface representation of the same plumbing system hosting Artemis mineralisation. This is a tant- alising concept worth investigating. GEOGRAPHIC FOCUS IS AUSTRALIA SECONDARY FOCUS Nickel-Gold (WA) Leinster: multiple targets located in database to be pursued Scotia: known deposits to be drilled to define JORC resources Kambalda West: high tenor nickel deposits under historic mines PRIMARY FOCUS Copper-Gold (QLD) Cloncurry JV: continues on IOCG targets Eloise JV: inaugural diamond drilling underway Mount Isa Cloncurry Eloise Osborne Yerrida Leinster Scotia Kambalda West Camel Lake Gawler Ranges Poochera Lake Purdilla Border Mutooroo NON-CORE ASSETS All iron ore and industrial minerals projects are actively being prepared for divestment Mutooroo Iron Poochera Kaolin Lake Purdilla Gypsum Sydney Adelaide Casterton Lexington Cu projects Au projects Ni projects Industrial Minerals projects OTHER ASSETS SA Copper-Gold SA Base Metals VIC Copper-Gold 4 Jim Kouvoussis (Financial Controller) and Ella Renfrey (Administrative Assistant). Artemis discovery core. Diamond drilling, Cloncurry. Minotaur Cu-Au projects in the Cloncurry region. The Eloise Project, one of four Minotaur Cu-Au projects in the Cloncurry region, including Eloise Copper Joint Venture tenements. 5 Managing DIRECTOR’S REPORT operations HIGHLIGHTS In Western Australia’s renowned eastern goldfields, Minotaur acquired an enviable ground position. The Company’s tenement packages and mineral interests sit along the fertile nickel ultramafic belt between Leinster and Kambalda, where nickel-gold mineralisation is well documented and yet where activity on these tenements over recent years has been inadequate or incomplete. We see excellent potential, within the extensive exploration database inherited from Breakaway, to locate multiple new prospects and also the opportunity to convert known nickel deposits into contemporary JORC resource assets through systematic follow-on exploration. With enduring strength in the nickel metal price Minotaur will seek to unlock value from its nickel assets and their often co-related gold occurrences. Andrew Woskett Managing Director Tenement holdings and interests in Western Australia. Leinster drilling Competent Persons’ Statements Information in this section that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Dr A. P. Belperio, a director and 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. 6 DIRECTORS’ REPORT M I N O T A U I O N L O R I M I E D A T X R P T E L Your Directors present their report on the consolidated group for the financial year ended 30 June 2014. DIRECTOR DETAILS The names of the Directors in office at any time during, or since the end of, the year are: Mr Derek Carter Chairman Mr Andrew Woskett Managing Director Dr Antonio Belperio Executive Director Mr Richard Bonython Non-Executive Director Mr John Atkins Non-Executive Director (Appointed 20 November 2013) 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. He is currently Chairman of Minotaur Exploration Ltd and Highfield Resources Ltd and a former Chairman of Petratherm Ltd (resigned 31 March 2014). 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. 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 Medallist. 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 Eng, M Comm Law (Managing Director) Andrew Woskett has over 30 years project and corporate experience in the mining industry. He held 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. As Managing Director of Ballarat Goldfields NL, he instituted underground development of the long-dormant Ballarat goldfield. He prepared development strategies for the proposed open pit development of the Olympic Dam mine and formulated several new iron ore projects in Western Australia. Andrew is a Fellow of the Australasian Institute of Mining and Metallurgy. 7 DIRECTORS’ REPORT DIRECTOR DETAILS Dr Antonio Belperio BSc (Hons), PhD FAusIMM (Executive Director) Dr Belperio has an Honours Degree in Geology from the University of Adelaide, a PhD from James Cook University, and a diverse background in a wide variety of geological disciplines, including marine geology, environmental geology and mineral exploration. He has 35 years of experience in university, government and the mineral exploration industry. Dr Belperio is also a Director of Thomson Resources Ltd (ASX code: TMZ) a public company listed on the ASX. Mr Richard Bonython B Ag Sc (Non-Executive Director) Richard Bonython was a Director of Minotaur Gold Ltd for seven years until 2001, and of Minotaur Resources until its take-over in 2005 at which time he became a Director of Minotaur Exploration. He retired as Chairman of Diamin Resources NL in 1999 having been a Director of that company for 15 years, and was chair of Hindmarsh Resources until its take-over by Canadian company Mega Uranium. He was Executive Director of Pioneer Property Group Ltd for over 15 years until 1991 and has experience of over 45 years in the building, rural and mineral industries. He is a member of the audit committee and is also a Director of Mithril Resources Ltd and a former Director of Petratherm Ltd (resigned 31 March 2014), both ASX Listed companies. Mr John Atkins LLB, LLM (Non-Executive Director) Mr Atkins was appointed to the Board of Minotaur Exploration Ltd on 20 November 2013. He was the Chairman of Breakaway Resources Ltd immediately prior to it joining the Minotaur Group and is an experienced Company Director and former corporate lawyer. Mr Atkins is an independent Non-Executive Director of BWP Trust and was the Chairman of ANZ Western Australia between August 2008 and May 2013. Before joining ANZ, Mr Atkins was head of the Perth office of National Law Firm, Freehills. He was admitted as a lawyer in 1978 and practiced as a full time corporate lawyer until 1996 when he moved into management. Mr Atkins is also a Non-Executive Director of financial services company Australian Finance Group Ltd, Chairman of Lotterywest, Immediate past President of the West Australian Chamber of Commerce and Industry, and Deputy Chairman of Committee for Perth Ltd. COMPANY SECRETARY 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, Petratherm Ltd, Papyrus Australia Ltd , Lawson Gold Ltd, Reproductive Health Science Ltd and was formerly a Director of TW Holdings Ltd (resigned 14 December 2012). He is 8 additionally Company Secretary to, Highfield Resources Ltd, Mithril Resources Ltd, Musgrave Minerals Ltd and various other public companies. He holds other directorships with private companies and provides corporate advisory services to a wide range of organisations. review of operations Corporate Key matters to note include: • Held $4.79 million in cash and term deposits at the end of June 2014. • Having completed the scrip takeover of Breakaway Resources Limited (Breakaway) in December 2013, management moved quickly to realise value from the exploration assets so acquired. • Acquisition was value accretive, as assessed by the rise in market capitalisation post event. • The Company’s dual plank growth strategy was recognised as offering a compelling investment case: • Core focus on copper-gold in • the Cloncurry region. Secondary focus on WA nickel-gold assets. Exploration Exploration activity primarily focused on copper-gold in New South Wales, South Australia and Queensland and on newly acquired gold prospects in Western Australia. At the Arthurville porphyry copper prospect in New South Wales, several targets were drilled but failed to deliver strong porphyry style alteration. The joint venture with Mitsubishi was terminated by mutual agreement. Gold and base metals IP targets in South Australia, west of Broken Hill, were drilled with encouraging gold intersections reported on two anomalies at the Bonython Hill tenement. Further mapping and sampling indicates the potential for significant strike outcrop of Broken Hill style mineralisation. Several copper-gold projects in the Cloncurry region, western Queensland, formed the core of the company’s exploration focus. At the Cloncurry joint venture (MEP 49% and diluting, JOGMEC 51%) new EM surveys were carried out and several IOCG style targets identified. The joint venture committed to a new budget of $1 million from July through to March 2015. Drilling plans are being drawn up. At the new Eloise Copper joint venture (MEP 100% and diluting) several ground EM surveys over recent airborne EM generated targets resolved numerous anomalies requiring drill follow up. An inaugural drilling campaign commenced in June and one such target delivered a new copper-gold-zinc discovery named ‘Artemis’. A new joint venture over the Leinster nickel-gold tenements in WA (MEP 100% and diluting) received immediate field attention with aircore drilling of 7 target zones completed. Several anomalous gold intersections were reported, warranting follow-up. Lag and soil sampling over new gold prospective areas was underway at the end of the financial year. Breakaway’s extensive exploration database, for the Leinster and Scotia areas, was evaluated for nickel prospectivity. Multiple targets were selected for investigation. These range from grass roots to early to late stage prospects plus several advanced projects where deposits of known mineralisation included high-tenor massive sulphides in ultramafic rocks. The nickel prospects are generally coincident with gold mineralisation and warrant, especially in view of the current high nickel metal price of circa US$18,500 per tonne, intensive exploration attention. At West Kambalda, Minotaur retains nickel rights on ten tenements owned by Tychean Resources Ltd plus a royalty on minerals other than nickel. Recent RC drilling by Tychean beneath the historic 5B mine returned strong nickel and gold results. A production sized decline into the mineralised zone and below provides an ideal platform for resource drilling. In Victoria, work on porphyry copper prospective tenements in the Stavely - Ararat district (MEP 100%) was put on hold while newly listed neighbours, Stavely Minerals Ltd and Navarre Minerals Ltd, conduct their drill programmes. Exploration success for Stavely and/or Navarre will promote the value of and investment case for further work on Minotaur’s ground. 9 DIRECTORS’ REPORT review of operations Project Development Poochera Kaolin Project Market assessment of kaolin properties and market openings continued, including ongoing discussions with several off-shore kaolin consumers and kaolin producers. The Company is steadily working towards a trade sale or engaging an in-bound investment partner to fund project development. Information in this report that relates to Exploration Results, Mineral Resources OPERATING RESULTS The consolidated loss of the Group after providing for income tax amounted to $2,666,811 (2013: $3,127,675). INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY AND RELATED BODIES CORPORATE As at the date of this report, the interests of the Directors in the shares and options of Minotaur Exploration Ltd were: Number of Ordinary Shares Number of Options over Ordinary Shares John Atkins Derek Carter Antonio Belperio Richard Bonython Andrew Woskett 98,661 2,156,805 838,062 1,502,000 - - 1,200,000 900,000 900,000 2,000,000 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. or Ore Reserves is based on information PRINCIPAL ACTIVITIES 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 2012 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. The principal activities of the consolidated Group during the financial year were: • To secure new tenements 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 manage- ment’s objectives and activities are aligned with the risks identified by the Board. These include the following: • Board approval of a strategic plan designed to meet stakeholders’ needs and manage business risk. • Implementation of Board approved operating plans and budgets and Board monitoring of progress against these budgets, including the establishment and monitoring of performance indicators of both a financial and non-financial nature. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS An ‘off-market’ takeover offer to acquire all of the issued shares of Breakaway Resources Ltd (Breakaway) was successfully made and concluded during the period. Breakaway was an ASX listed junior exploration Company based in Western Australia with exploration licences in both Western Australia and Queensland. The offer closed on 18 October 2013 with Minotaur having received acceptances for over 91% of Breakaway’s shares. 10 Minotaur then moved to compulsorily acquire the outstanding shares with Minotaur gaining 100% ownership of Breakaway on 5 December 2013. Subsequently Breakaway was removed from the ASX’s Official List. No other significant changes occurred during the year. FORWARD OUTLOOK Minotaur’s focus is narrowing onto two key assets: Cloncurry copper- gold prospects and WA nickel-gold prospects. Discovery of the Artemis Cu-Au-Zn-Ag deposit from 85m below surface, using ground EM techniques, validates the Company’s exploration methodology. Numerous, similar geophysical anomalies abound across the tenement package and the work scope will be broadened onto other project areas in the region. While additional discovery is the objective, the under- lying imperative is to locate economic deposits that can convert into mineable propositions. In Western Australia Minotaur now has extensive exposure to nickel sulphide mineralisation hosted in fertile Yilgarn ultramafic rocks. Work by past owners ceded a strategic package of tenements along the nickel belt, a zone recognised as hosting Tier 1 deposits. Their extensive work, diligently recorded, is a valuable database from which Minotaur can generate new targets, test known anomalies, assess known mineralisation and follow up on multiple drill intersections showing disseminated to massive sulphides. Much of the previous work, while first-class, failed to pursue an economic outcome, leaving low hanging fruit for later owners. Minotaur is fortunate to find itself in that position and is taking immediate steps to unlock value from these elements of the Breakaway legacy. 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 year the majority of work carried out was in Western Australia and Queensland and the Group followed procedures and pursued objectives in line with guidelines published by both the Western Australian and Queensland Governments. These guidelines are quite detailed and encompass the impact on owners and land users, heritage, health and safety and proper restoration practices. The Group adheres to regulatory guidelines, 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. EVENTS SINCE THE END OF THE REPORTING PERIOD No matter or circumstance has arisen since 30 June 2014 that has significantly affected the Group’s operations, results or state of affairs, or may do so in the future. UNISSUED SHARES At the date of this report, the following unlisted options to acquire ordinary shares in the Company were on issue: Issue Date 08/12/2008 10/05/2010 10/05/2010 10/05/2010 30/09/2011 04/07/2012 05/07/2013 Expiry Date Exercise Price Balance at 1 July 2013 Net Issued/ (Exercised or expired) during the Year Balance at 30 June 2014 02/12/2013 17/05/2015 30/08/2015 27/02/2016 29/09/2016 03/07/2017 04/07/2018 $0.25 $0.40 $0.40 $0.55 $0.21 $0.25 $0.30 410,000 4,300,000 1,000,000 1,000,000 1,740,000 2,420,000 - 10,870,000 11 (410,000) - - - (175,000) (325,000) 2,083,333 1,173,333 - 4,300,000 1,000,000 1,000,000 1,565,000 2,095,000 2,083,333 12,043,333 DIRECTORS’ REPORT 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 (2013: Nil). Lapse of options On 13 December 2013, 410,000 unlisted options issued under the Company’s employee share option plan were unexercised and expired. In addition, 500,000 options issued under the Company’s employee share option plan expired during the year due to the resignation of two employees. New options issued On 5 July 2013, the Company issued 2,083,333 unlisted options in accordance with the Subscription and Alliance Agreement with Golden Fields Resources Pty Ltd executed on 13 June 2013. The options are exercisable at $0.30 and expire on 4 July 2018. 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 an annual premium of $19,449. 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. MINOTAUR EXPLORATION Differentiating the investment case ! Cash in the bank, no debt, solid Top 5 shareholders ! Experienced, credible management and technical team ! Significant exploration potential around Australia ! Diversity in minerals with focus on Copper, Gold and Nickel ! Portfolio diversification spreads risk ! Moving non-core assets towards monetisation ! Continuing Joint Ventures with large international groups ! Leveraging our technical expertise beyond Minotaur’s own balance sheet capabilities w w w . m i n o t a u r e x p l o r a t i o n . c o m . a u 12 remuneration report (audited) This report outlines the remuneration arrangements in place for Directors and other key management personnel of Minotaur Exploration Ltd. Remuneration philosophy The Board is responsible for determining remuneration policies applicable to Directors and senior executives of the Group. The broad policy is to ensure that remuneration properly reflects the individuals’ duties and responsibilities and that remuneration is competitive in attracting, retaining and motivating people with appropriate skills and experience. At the time of determining remuneration consideration is given by the Board to the Group’s financial performance. Employment contracts The employment conditions of the Managing Director, Mr Andrew Woskett, are formalised in a consultancy agreement. Mr Woskett commenced as a consultant to Minotaur on 1 March 2010 and his annual retainer is $355,675 per annum, exclusive of GST. 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 9.25% superannuation guarantee as at 30 June 2014, is $281,875 per annum. 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 9.25% superannua- tion guarantee as at 30 June 2014, is $195,000 per annum. The Company may terminate the employment contract without cause by providing one (1) month written notice or making payment in lieu of notice, based on the annual salary component. Termination payments are generally not payable on resignation or dismissal for serious misconduct. In the instance of serious misconduct the Company can terminate employment at any time. The employment conditions of the Commercial Manager, Mr Varis Lidums, are formalised in a contract of employment. Mr Lidums commenced employment on 1 March 2011 and his gross salary, inclusive of the 9.25% superannuation guarantee as at 30 June 2014, is $195,000 per annum. 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. 13 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 contribu- tion required by the government, which is currently 9.25% as at 30 June 2014 (9.5% for future periods), 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 other key management personnel is expensed as incurred. Key management 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. remuneration report (audited) Director remuneration for the year ended 30 June 2014 and 30 June 2013 Short Term Employee Benefits Post Employment Share-based Payments Totals Performance Based Salary & Fees Bonus Superannuation Options $ % of Remuneration John Atkins* Derek Carter Antonio Belperio Richard Bonython Andrew Woskett Total 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013 26,474 - 91,560 86,520 261,155 252,294 43,999 48,069 349,069 347,953 772,257 734,836 - - - - 20,399 41,284 - - 26,453 65,000 46,852 106,284 2,449 - - 5,040 26,044 26,422 4,070 - - - 32,563 31,462 - - - - - - - - - - - - 28,923 - 91,560 91,560 307,598 320,000 48,069 48,069 375,522 412,953 851,672 872,582 - - - - 7 13 - - 7 16 6 12 Remuneration of other key management personnel for the year ended 30 June 2014 and 30 June 2013 Short Term Employee Benefits Post Employment Share-based Payments Totals Performance Based Salary & Fees Bonus Superannuation Options $ % of Remuneration Ian Garsed Varis Lidums Donald Stephens* Total 2014 2013 2014 2013 2014 2013 2014 2013 172,490 170,606 178,490 176,606 - - 12,013 20,642 14,016 27,522 - - 350,980 347,212 26,029 48,164 23,622 23,752 17,807 18,372 - - 41,429 42,124 - 23,375 - 23,375 - - - 46,750 208,125 238,375 210,313 245,875 - - 418,438 484,520 6 9 7 11 - - 6 10 Bonuses During the 2014 financial year a number of Minotaur’s key manage- ment personnel received a cash bonus in respect of meeting key performance targets agreed by the Board. Bonuses are paid at the discretion of the Board. 63% of available bonuses to directors and other key management personnel were paid during the year and 37% were forfeited. Share-based remuneration Options may be granted to Key Management Personnel at the discretion of the Board under an Employee Share Option Plan. All options refer to options over ordinary shares of the Company, which are exercisable on a one-for-one basis under the terms of the agreements. All options expire on the earlier of their expiry date or termination of the individual’s employment. 14 Options held by key management personel for the year ended 30 June 2014 Balance at beginning of period Granted as remuneration Exercised Net change other Balance at end of period Directors John Atkins Derek Carter Antonio Belperio Richard Bonython Andrew Woskett Andrew Woskett Other key management Ian Garsed Ian Garsed Varis Lidums Varis Lidums Donald Stephens - 1,200,000 900,000 900,000 1,000,000 1,000,000 250,000 250,000 250,000 250,000 400,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Expiry date - First exercise date - - 1,200,000 17/05/15 18/05/10 900,000 17/05/15 18/05/10 900,000 17/05/15 18/05/10 1,000,000 30/08/15 30/08/10 1,000,000 27/02/16 28/02/11 250,000 29/09/16 30/09/12 250,000 03/07/17 04/07/12 250,000 29/09/16 30/09/12 250,000 03/07/17 04/07/12 400,000 17/05/15 18/05/10 Shares held by key management personel for the year ended 30 June 2014 Balance at 1 July 2013 On exercise of options Net change other Balance 30 June 2014 USE OF REMUNERATION CONSULTANTS Directors John Atkins Derek Carter Antonio Belperio - 2,156,805 830,306 Richard Bonython 1,502,000 Andrew Woskett Other key management Ian Garsed Varis Lidums - - - Donald Stephens 305,000 - - - - - - - - 98,661 - 7,756 - - - - - 98,661 2,156,805 838,062 1,502,000 - - - 305,000 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 2013 ANNUAL GENERAL MEETING Minotaur Exploration Ltd received more than 97.5% of “yes” votes on its remuneration report for the 2013 financial year by proxy. The Company did not receive any feedback at the Annual General Meeting on its remuneration report. End of audited remuneration report. Leinster drilling. 15 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 Derek Carter Andrew Woskett Richard Bonython Antonio Belperio John Atkins Directors’ Meetings Audit Committee Eligible Attended Eligible Attended 6 6 6 6 4 6 6 5 6 4 - - 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. NON-AUDIT SERVICES During the year, Grant Thornton, the Company’s auditors, performed certain other services in addition to their statutory audit duties. The Board has considered the non-audit services provided during the year by the auditor and is satisfied that the provision of those non-audit services during the year is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: • all non-audit services were subject to the corporate governance procedures adopted by the Company to ensure they do not impact upon the impartiality and objectivity of the auditor; and • the non-audit services do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards. Details of the amounts paid to the auditors of the Company, Grant Thornton, and its related practices for audit and non-audit services provided during the year are set out in Note 26 to the Financial Statements. A copy of the Auditor’s Independence Declaration as required under s307C of the Corporations Act 2001 is included on page 17 of this financial report and forms part of this Directors’ Report . Signed in accordance with a resolution of the Directors: Derek Carter Chairman Dated this 19th day of August 2014 16 MASSIVE SULPHIDE COMPRISING SPHALERITE (BLACK), CHALCOPYRITE (YELLOW), GALENA (BLUE-GREY) AND PYRRHOTITE (BRONZE) auditor’s independence declaration T O T H E D I R E C T O R S O F M I N O T A U R E X P L O R A T I O N L I M I T E D Level 1, 67 Greenhill Rd Wayville SA 5034 Correspondence to: 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 2014, 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 Partner – Audit & Assurance Adelaide, 19 August 2014 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. 17 CORPOR ATE GOVERNANCE M I N O T A U R E X P L O R A T I O N L I M I T E D INTRODUCTION The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such, Minotaur Exploration Ltd (the “Company”) and its Controlled Entities (the “Group”) have adopted a corporate governance framework and practices to ensure they meet the interests of shareholders. The Group complies with the Australian Securities Exchange Corporate Governance Council’s Corporate Governance Principles and Recommendations 2nd Edition (the “ASX Principles”). This statement incorporates the disclosures required by the ASX Principles under the headings of the eight (8) core principles. All of these practices, unless otherwise stated, were in place for the full reporting period. 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 at www.minotaurexploration.com.au. 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 responsi- bility 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 achievement of 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. 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. 18 Recommendation 1.2: Performance evaluation of Senior Management The Managing Director and senior management participate in annual performance reviews. The perform- ance 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 perform- ance of senior management is reviewed by comparing performance against agreed measures, examining the effectiveness and results of their contribution and identifying area 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 three Non-Executive Directors and two Executives. Non-Executive Chairman Directors are expected to bring independent views and judgement to the Board’s deliberations. • Mr Derek Carter • Mr Andrew Woskett • Mr Richard Bonython • Dr Antonio Belperio • Mr John Atkins Non-Executive Director Managing Director Executive Director Non-Executive Director (Appointed 20 November 2013) 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. Phil Cronin (Tenement Manager) and Andy Burtt (Senior Geologist). 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 three Non-Executive Directors, Mr Derek Carter, who is also chairman of the Board, Mr Richard Bonython and Mr John Atkins. Mr Bonython and Mr Atkins have no other material relationship 19 with the Group or its subsidiaries other than their directorships. Mr Carter and his associates beneficially hold 1.42% of the issued capital of Minotaur Exploration Ltd. The Company therefore has two independent Directors as that relationship is currently defined. The Board does not consist of a majority of independent Directors and therefore the Group has not complied with recommendation 2.1 of the Corporate Governance Council. The Company considers the current structure to be an appropriate composition of the required skills and experience, given the size and development of the Group at the present time. Recommendations 2.2 and 2.3: Role of the Chairman The role of the Chairman is to provide leadership to the Board and facilitate the efficient organisation and conduct of the Board’s functioning. Mr Derek Carter, the Chairman of the Group, does not also perform the role of the Managing Director, in accordance with recommendation 2.3 of the Corporate Governance Council. He is however not independent and therefore the Group has not complied with recommendation 2.2. CORPOR ATE GOVERNANCE principle 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. principle 3 Promote ethical and responsible decision making Recommendation 3.1: Code of Conduct The Board recognises the need for Directors and employees to observe the highest standards of behaviour and business ethics when engaging in corporate activity. The Group intends to maintain a reputation for integrity and is highly committed to demonstrating appropriate corporate practices and decision making. The Group’s officers and employees are required to act in accordance with the law and with the highest ethical standards. The Board has not adopted and disclosed a formal code of conduct applying to the Board and all employees in accordance with recommendations 3.1 and 3.3 of the Corporate Governance Council. The Board takes ultimate responsibility for these matters and does not consider the disclosure of the code necessary at this stage. Securities Trading Policy The Company has established a policy concerning trading in the Company’s shares by the Company’s officers, employees and contractors and consultants to the Company while engaged in work for the Company (Representatives). This policy provides that it is the responsibility of each Representative to ensure they do not breach the insider trading prohibition in the Corporations Act. Breaches of the insider trading prohibition will result in disciplinary action being taken by the Company. Representatives must also obtain written consent from the Chairman (or, in the case of the Chairman, from the Board) prior to trading in the Company’s securities. 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. 20 • ensure compliance with laws, regulations and other statutory or professional requirements, and the Group’s governance policies. The Group has not complied with recommendation 4.2 of the Corporate Governance Council because it does not consist of a majority of independent Directors and only has two committee members. Given the skills and experience of the audit committee, the Board believes the structure and process to be adequate. The Board continues to monitor the composition of the committee and the roles and responsibilities of the members. In addition, the Board has not adopted and disclosed a formal committee charter in accordance with recommendations 4.3 and 4.4 of the Corporate Governance Council. principle 5 Make timely and balanced disclosure The Group has a policy that all shareholders and investors have equal access to the Group’s information. The Board ensures that all price sensitive information is disclosed to the ASX in accordance with the continuous disclosure requirements of the Corporation’s Act and ASX Listing Rules. The company 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. Recommendations 3.4 and 3.5: Reporting in Annual Report At the date of this Annual Report, the Company employs 15 staff members (excluding the Non-Executive Directors), of which three are female. The Board of Directors consists of five 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; • 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 member- ship 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 21 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. 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 2014. principle 8 Remunerate fairly and responsibly The Chairman and the Non-Executive Directors are entitled to draw Directors fees and receive reimburse- ment 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. CORPOR ATE GOVERNANCE principle 6 Respect the rights of shareholders The Board strives to ensure that Shareholders are provided with sufficient information to assess the performance of the Group and its Directors and to make well-informed investment decisions. Recommendations 6.1: Communications policy Information is communicated to Shareholders through: • annual, half-yearly and quarterly financial reports; • annual and other general meetings convened for Shareholder review and approval of Board proposals; • continuous disclosure of material changes to ASX for open access to the public; and • the Group maintains a website where all ASX announcements, notices and financial reports are published as soon as possible after release to ASX. All information disclosed to the ASX is posted on the Group’s website at 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 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 The identification, monitoring and, where appropriate, the reduction of significant risk to the Group is the responsibility of the Managing Director and the Board. The Board has also established the audit, risk and compliance committee which addresses the risks of the Group. The Board reviews and monitors the parameters under which such risks will be managed. Management accounts are prepared and reviewed with the Managing Director at subsequent Board meetings. Budgets are prepared and compared against actual results. Management and the Board monitor the Group’s material business risks and reports are considered at regular meetings. The Group has not publicly disclosed a policy for the oversight and management of material business risks in accordance with recommen- dations 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 Company’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. 22 financial REPORT E N D E D J U N E F O R E A R T H E Y 2 0 0 1 3 4 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 Notes to the Consolidated Financial Statements Directors’ Declaration Independent Auditor’s Report 24 25 26 27 28 58 59 23 c o n s o l i d a t e d s t a t e m e n t o f profit or loss and other comprehensive income F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 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 before income tax expense Income tax benefit Loss 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 Consolidated Group 2014 $ 524,036 - 197,304 (1,906,511) (722,097) (316,962) (184,356) (8,494) 2013 $ 598,085 1,017,291 738 (1,440,018) (2,104,643) (607,912) (194,968) (10,609) (1,397,209) (1,181,715) (3,814,289) 1,147,478 (3,923,751) 796,076 (2,666,811) (3,127,675) Exchange differences arising on translation of foreign operations Fair value gains on available-for-sale assets, net of tax 19(b) 19(c) 917 60,000 6,773 (60,000) Total comprehensive income for the year (2,605,894) (3,180,902) Loss 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 Basic earnings per share (cents) Diluted earnings per share (cents) 20 21 (2,596,370) ( 70,441) (3,113,702) (13,973) (2,666,811) (3,127,675) (2,535,453) (70,441) (3,166,929) (13,973) (2,605,894) (3,180,902) (1.94) (1.94) (3.02) (3.02) The above statement should be read in conjunction with the accompanying notes. 24 c o n s o l i d a t e d s t a t e m e n t o f F I N A N C I A L P O S I T I O N A S A T 3 0 J U N E 2 0 1 4 Consolidated Group Note 2014 $ 2013 $ 7 8 9 10 12 13 15 16 17 16 17 18 19 20 21 4,794,173 44,499 102,304 9,269,636 52,528 145,793 4,940,976 9,467,957 1,127,693 1,243,968 19,243,007 1,853,158 1,425,801 12,176,647 21,614,668 15,455,606 26,555,644 24,923,563 677,897 114,386 455,340 2,114,355 35,098 429,220 1,247,623 2,578,673 392,000 32,459 424,459 114,386 43,159 157,545 1,672,082 2,736,218 24,883,562 22,187,345 36,874,859 798,959 (13,018,255) 31,572,748 826,628 (10,510,471) 24,655,563 21,888,905 227,999 298,440 24,883,562 22,187,345 CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Available-for-sale investments 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. 25 c o n s o l i d a t e d s t a t e m e n t o f C H A N G E S I N E Q U I T Y F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 Consolidated Group Issued Capital Ordinary $ Share Option Reserve $ Other Components of Equity (Note 19) $ Note Retained Earnings $ Non- Controlling Interest $ Total Equity $ 31,572,748 1,013,175 (186,547) (10,510,471) 298,440 22,187,345 - - - 100,155 5,218,211 (16,255) - - - - - - - (88,586) 5,302,111 (88,586) 18 25 19 - (2,596,370) (70,441) (2,666,811) 60,917 - - 60,917 60,917 (2,596,370) (70,441) (2,605,894) - - - - - - - - 88,586 88,586 - - - - - 100,155 5,218,211 (16,255) - 5,302,111 Balance at 1 July 2013 Comprehensive income Total loss for the year Other comprehensive income for the year Total comprehensive income for the year Transactions with owners, in their capacity as owners, and other transfers Fair value of shares issued for services Issue of shares for acquisition of Breakaway Transaction costs (net of tax) Transfer from share option reserve upon lapse of options Balance at 30 June 2014 36,874,859 924,589 (125,630) (13,018,255) 227,999 24,883,562 Balance at 1 July 2012 Comprehensive income Total loss for the year Other 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 Share based payment Transfer from share option reserve upon lapse of options 18 19 19 30,816,748 981,763 (133,320) (7,591,627) - 24,073,564 - - - 756,000 - - - - - - 226,270 (194,858) 756,000 31,412 - (3,113,702) (13,973) (3,127,675) (53,227) - - (53,227) (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 30 June 2013 31,572,748 1,013,175 (186,547) (10,510,471) 298,440 22,187,345 The above statement should be read in conjunction with the accompanying notes. 26 c o n s o l i d a t e d s t a t e m e n t o f C A S H F L O W S E N D E D 3 0 J U N E 2 0 1 4 F O R T H E Y E A R CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Interest received Finance costs R&D tax concession received Consolidated Group Note 2014 $ 2013 $ 265,608 (2,582,070) 310,265 (8,494) 1,147,478 120,489 (2,007,173) 389,530 (10,609) 796,076 NET CASH USED IN OPERATING ACTIVITIES 7 (867,213) (711,687) CASH FLOWS FROM INVESTING ACTIVITIES Cash acquired through acquisition of Breakaway Payments for property, plant and equipment Purchase of available-for-sale investments Proceeds from sale of available-for-sale investments Purchase of exploration and evaluation assets Government exploration related grants GST on sale of Roxby Downs tenements Joint venture receipts Payment for exploration activities 490,259 (505,372) (85,000) 364,463 (600,000) - - 2,659,824 (6,273,988) - (649,362) (251,532) 112,617 - 51,557 (950,000) 2,339,132 (5,782,582) NET CASH USED IN INVESTING ACTIVITIES (3,949,814) (5,130,170) 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 - - (16,255) 392,000 (35,098) 756,000 312,413 - - (32,983) NET CASH PROVIDED BY FINANCING ACTIVITIES 340,647 1,035,430 NET DECREASE IN CASH AND CASH EQUIVALENTS Net foreign exchange differences Cash at the beginning of the year CASH AT THE END OF THE YEAR (4,476,380) (4,806,427) 917 6,772 9,269,636 14,069,291 7 4,794,173 9,269,636 The above statement should be read in conjunction with the accompanying notes. 27 N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 These consolidated financial statements and notes represent Where controlled entities have entered or left the Group those of Minotaur Exploration Ltd and Controlled Entities (the during the year, the financial performance of those entities ”consolidated Group” or “Group”). The separate financial statements of the parent entity, Minotaur Exploration Ltd, have not been presented within this financial is included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 24 to the financial statements. report as permitted by the Corporations Act 2001. In preparing the consolidated financial statements, all 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES in the consolidated group have been eliminated in full inter-group balances and transactions between entities Basis of Preparation The consolidated financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. on consolidation. Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are reported separately within the equity section of the consolidated statement of financial position and statement of profit or loss and other comprehensive income. The non-controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date. Minotaur Exploration Limited is the Group’s Ultimate Parent Company. Minotaur Exploration Limited is a Public Company Non-controlling interests incorporated and domiciled in Australia. The address of its Non-controlling interests (i.e. equity in a subsidiary not registered office is C/- HLB Mann Judd (SA) Pty Ltd, attributable directly or indirectly to a parent) are present 169 Fullarton Road, Dulwich SA 5065 and its principal place of in the consolidated statement of financial position business is Level 1, 8 Beulah Road, Norwood SA 5067. within equity separately from the equity of the owners of Australian Accounting Standards set out accounting policies the parent. that the Australian Accounting Standards Board has concluded b) Income Tax would result in financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income). International Financial Reporting Standards as issued by the Current income tax expense charged to profit or loss is the International Accounting Standards Board (IASB). Material tax payable on taxable income. Current tax liabilities accounting policies adopted in the preparation of these financial (assets) are measured at the amounts expected to be paid statements are presented below and have been consistently to (recovered from) the relevant taxation authority. applied unless stated otherwise. Deferred income tax expense reflects movements in Except for cash flow information, the financial statements have deferred tax asset and deferred tax liability balances during been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. The consolidated financial statements for the year ended 30 June 2014 were approved and authorised for issue by the Board of Directors on 19 August 2014. 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. Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability, where there is no effect on accounting or taxable a) Principle of Consolidation profit or loss. The consolidated financial statements incorporate the Deferred tax assets and liabilities are calculated at the assets, liabilities and results of entities controlled by tax rates that are expected to apply to the period Minotaur Exploration Ltd at the end of the reporting period. when the asset is realised or the liability is settled and The parent entity controls a subsidiary if it is exposed, or their measurement also reflects themanner in which has rights, to variable returns from its involvement with management expects to recover or settle the carrying the subsidiary and has the ability to affect those returns amount of the related asset or liability. through its power over the subsidiary. 28 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 Deferred tax assets relating to temporary differences and or as a revaluation decrease if the impairment losses relate unused tax losses are recognised only to the extent that it is to a revalued asset. A formal assessment of recoverable probable that future taxable profit will be available against amount is made when impairment indicators are present. which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Plant and equipment Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and 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 Current tax assets and liabilities are offset where a legally amount and impairment losses are recognised either in enforceable right of set-off exists and it is intended that profit or loss or as a revaluation decrease if the impairment net settlement or simultaneous realisation and settlement losses relate to a revalued asset. A formal assessment of of the respective asset and liability will occur. Deferred tax recoverable amount is made when impairment indicators assets and liabilities are offset where: are present. a) a legally enforceable right of set-off exists; and b) the deferred tax assets and liabilities relate to income The carrying amount of property, plant and equipment is reviewed annually by directors to ensure it is not in excess of taxes levied by the same taxation authority on either the the recoverable amount from these assets. The recoverable same taxable entity or different taxable entities where amount is assessed on the basis of the expected net cash it is intended that net settlement or simultaneous flows that will be received from the asset’s employment realisation and settlement of the respective asset and and subsequent disposal. The expected net cash flows have liability will occur in future periods in which significant been discounted to their present values in determining amounts of deferred tax assets or liabilities are expected recoverable amounts. to be recovered or settled. Tax consolidation The parent entity and its Australian wholly-owned entities are part of a tax-consolidated Group under Australian taxation law. The head entity within the tax consolidation group for the purposes of the tax consolidation system is Minotaur Exploration Ltd. The cost of fixed assets constructed within the consolidated group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other Minotaur Exploration Ltd and each of its own wholly-owned repairs and maintenance are charged to the statement of subsidiaries recognise the current and deferred tax assets profit or loss and other comprehensive income during the and deferred tax liabilities applicable to the transactions financial period in which they are incurred. undertaken by it, after elimination of intra-group transactions. Minotaur Exploration Ltd recognises the entire tax-consolidated Group’s retained tax losses. c) Property, Plant and Equipment Depreciation The depreciable amount of all fixed assets including buildings and capitalised lease assets, but excluding freehold land, is depreciated on a straight-line and Each class of property, plant and equipment is carried at diminishing value basis over the asset’s useful life to the cost as indicated less, where applicable, any accumulated consolidated group commencing from the time the asset is depreciation and impairment losses. Land and buildings Buildings are measured on the cost basis and therefore carried at cost less accumulated depreciation for buildings 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. The useful life for each class of depreciable assets are: and any accumulated impairment. In the event the Class of Fixed Asset Useful life 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 Motor Vehicles 29 Leasehold improvements 3 – 7 years Plant and equipment 2 - 20 years 6 - 10 years N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES c) Property, Plant and Equipment Depreciation e) Leases Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but The assets’ residual values and useful lives are reviewed, and not the legal ownership that is transferred to entities in adjusted if appropriate, at the end of each reporting period. the consolidated group, are classified as finance leases. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Finance leases are capitalised by recognising an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum Gains and losses on disposals are determined by comparing lease payments, including any guaranteed residual values. proceeds with the carrying amount. These gains and Lease payments are allocated between the reduction of the losses are included in the statement of profit or loss and lease liability and the lease interest expense for the period. other comprehensive income. When revalued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings. d) Exploration and Development Expenditure Leased assets are depreciated on a diminishing value basis over the shorter of their estimated useful lives or the lease term. Lease payments for operating leases, where substantially all Exploration, evaluation and development expenditures the risks and benefits remain with the lessor, are recognised incurred are capitalised in respect of each identifiable area as expenses in the periods in which they are incurred. of interest. These costs are only capitalised to the extent that they are expected to be recovered through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment Lease incentives under operating leases are recognised as a liability and amortised on a straight line basis over the lease term. of the existence of economically recoverable reserves. f) Financial Instruments Accumulated costs in relation to an abandoned area are Recognition and initial measurement written off in full against profit in the year in which the decision to abandon the area is made. Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to When production commences, the accumulated costs for the the instrument. For financial assets, this is equivalent to the relevant area of interest are amortised over the life of the date that the company commits itself to either the purchase area according to the rate of depletion of the economically or sale of the asset (i.e. trade date accounting is adopted). recoverable reserves. Financial instruments are initially measured at fair value A regular review is undertaken of each area of interest to plus transaction costs, except where the instrument is determine the appropriateness of continuing to capitalise classified "at fair value through profit or loss", in which case costs in relation to that area of interest. transaction costs are expensed to profit or loss immediately. Costs of site restoration are provided over the life of the Classification and subsequent measurement project from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of Finance instruments are subsequently measured at fair value, amortised cost using the effective interest rate method, or cost. the site in accordance with local laws and regulations and Amortised cost is the amount at which the financial asset clauses of the permits. Such costs have been determined or financial liability is measured at initial recognition less using estimates of future costs, current legal requirements principal repayments and any reduction for impairment, and 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 adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method. restoration, there is uncertainty regarding the nature and Fair value is determined based on current bid prices for all extent of the restoration due to community expectations quoted investments. Valuation techniques are applied to and future legislation. Accordingly the costs have determine the fair value for all unlisted securities, including been determined on the basis that the restoration will be recent arm’s length transactions, reference to similar completed within one year of abandoning the site. instruments and option pricing models. 30 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 The effective interest method is used to allocate interest g) Investments in Associates and Joint Ventures 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 Associates are those entities over which the Group is able to exert significant influence but which are not subsidiaries. other premiums or discounts) through the expected life A joint venture is an arrangement that the Group controls (or when this cannot be reliably predicted, the contractual jointly with one or more other investors, and over which the term) of the financial instrument to the net carrying Group has rights to a share of the arrangement’s net assets amount of the financial asset or financial liability. Revisions rather than direct rights to underlying assets and obligations to expected future net cash flows will necessitate an for underlying liabilities. A joint arrangement in which the adjustment to the carrying value with a consequential Group has direct rights to underlying assets and obligations recognition of an income or expense item in profit or loss. for underlying liabilities is classified as a joint operation. The Group does not designate any interests in subsidiaries, Investments in associates and joint ventures are accounted associates or joint venture entities as being subject to for using the equity method. Interests in joint operations are the requirements of Accounting Standards specifically accounted for by recognising the Group’s assets (including 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 or loss through the amortisation process and when the financial asset is derecognised. 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 investments 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 equity of other entities where there is neither a fixed maturity nor fixed or determinable payments. its share of any assets held jointly), its liabilities (including its share of any liabilities incurred jointly), its revenue from the sale of its share of the output arising from the joint operation, its share of the revenue from the sale of the output by the joint operation and its expenses (including its share of any expenses incurred jointly). Any goodwill or fair value adjustment attributable to the Group’s share in the associate or joint venture is not recognised separately and is included in the amount recognised as investment. The carrying amount of the investment in associates and joint ventures is increased or decreased to recognise the Group’s share of the profit or loss and other comprehensive income of the associate and joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Group. Unrealised gains and losses on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in those entities. Where unrealised losses are eliminated, the underlying asset is also tested for impairment. They are subsequently measured at fair value with any remeasurements other than impairment losses and h) Business Combinations foreign exchange gains and losses recognised in other comprehensive income. When the financial asset is The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the derecognised, the cumulative gain or loss pertaining Group to obtain control of a subsidiary is calculated as the to that asset previously recognised in other sum of the acquisition-date fair values of assets transferred, comprehensive income is reclassified into profit or loss. liabilities incurred and the equity interests issued by the 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. 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. 31 Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values. N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES h) Business Combinations dollars are recognised in other comprehensive income and included in the foreign currency translation reserve in Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of (a) fair value of consideration transferred, (b) the recognised the statement of financial position. These differences are recognised in profit or loss in the period in which the operation is disposed. amount of any non-controlling interest in the acquire, and j) Employee Benefits (c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. i) Foreign Currency Transactions and Balances Functional and presentation currency Short-term employee benefits are current liabilities included in employee benefits, measured at the undiscounted amount that the Group expects to pay as a result of the unused entitlement. Annual leave is included in ‘other long-term benefit’ and discounted when calculating the leave liability as the Group does not expect all annual leave The functional currency of each of the Group’s entities for all employees to be used wholly within 12 months is measured using the currency of the primary of the end of reporting period. Annual leave liability is still economic environment in which that entity operates. presented as current liability for presentation purposes The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency. Transactions and balances under AASB 101 Presentation of Financial Statements. Equity-settled compensation The Group operates an employee share option plan. Share-based payments to employees are measured at the Foreign currency transactions are translated into functional fair value of the instruments issued and amortised over the currency using the exchange rates prevailing at the date vesting periods. Share-based payments to non-employees of the transaction. Foreign currency monetary items are are measured at the fair value of goods or services received translated at the year end exchange rate. Non-monetary or the fair value of the equity instruments issued, if it is items measured at historical cost continue to be carried determined the fair value of the goods or services cannot at the exchange rate at the date of the transaction. be reliably measured, and are recorded at the date the Non-monetary items measured at fair value are reported goods or services are received. The corresponding amount at the exchange rate at the date when fair values were is recorded to the option reserve. The fair value of options determined. 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. is determined using the Black-Scholes pricing model. The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number Exchange differences arising on the translation of of equity instruments that eventually vest. non-monetary items are recognised directly in other comprehensive income to the extent that the underlying k) Provisions gain or loss is recognised in other comprehensive Provisions are recognised when the Group has a legal or income; otherwise the exchange difference is recognised constructive obligation, as a result of past events, for in profit or loss. Group companies The financial results and position of foreign operations, whose functional currency is different from the Group’s presentation currency, are translated as follows: • assets and liabilities are translated at exchange rates prevailing at the end of the reporting period; which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period. l) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits income and expenses are translated at average available on demand with banks, other short-term highly exchange rates for the period; and 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. • • 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 32 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 m) Revenue and Other Income Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position. discounts and volume rebates allowed. When the inflow of Cash flows are presented on a gross basis. The GST consideration is deferred, it is treated as the provision components of cash flows arising from investing or financing of financing and is discounted at a rate of interest that is activities which are recoverable from, or payable to, the ATO generally accepted in the market for similar arrangements. are presented as operating cash flows included in receipts The difference between the amount initially recognised and from customers or payments to suppliers. the amount ultimately received is interest revenue. q) Government Grants 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 all involvement in those goods. Government grants are recognised at fair value where there is reasonable assurance that the grant will be received and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary Interest revenue is recognised using the effective interest to match the grant to the costs they are compensating. rate method. Revenue recognition relating to the provision of services is determined with reference to the stage of completion of 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. the transaction at the end of the reporting period, where r) Comparative Figures 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 services to be performed. Where the outcome cannot be When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. estimated reliably, revenue is recognised only to the extent s) Critical Accounting Estimates and Judgments that related expenditure is recoverable. The directors evaluate estimates and judgments incorpo- All revenue is stated net of the amount of goods and rated into the financial statements based on historical services tax (GST). n) Trade and Other Payables knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, Trade and other payables represent the liabilities for goods obtained both externally and within the Group. and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised Key estimates as a current liability with the amounts normally paid within i) Impairment 30-90 days of recognition of the liability. o) Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. 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). 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, the directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded. Receivables and payables are stated inclusive of the Such capitalised expenditure is carried at the end of amount of GST receivable or payable. The net amount of the year at $19,243,007 (2013: $12,176,647). 33 N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES disclosure requirements about the risks to which an entity t) Changes in accounting policies is exposed from its involvement with structured entities. This did not impact on the Group as they do not have New and amended standards adopted by the Group interests in other entities. A number of new and revised standards are effective for annual periods beginning on or after 1 January 2014. Information on these new standards is presented below. AASB 10 Consolidated Financial Statements AASB 13 Fair Value Measurement AASB 13 clarifies the definition of fair value and provides related guidance and enhanced disclosures about fair value measurements. It does not affect which items are required AASB 10 supersedes AASB 127 Consolidated and Separate to be fair-valued. Financial Statements (AASB 127) and AASB Interpretation The scope of AASB 13 is broad and it applies for both 112 Consolidation - Special Purpose Entities. AASB 10 financial and non-financial items for which other revises the definition of control and provides extensive new Australian Accounting Standards require or permit fair guidance on its application. These new requirements have value measurements or disclosures about fair value the potential to affect which of the Group’s investees are measurements, except in certain circumstances. considered to be subsidiaries and therefore to change the scope of consolidation. The requirements on consolidation procedures, accounting for changes in non-controlling interests and accounting for loss of control of a subsidiary are unchanged. Management has reviewed its control assessments in accordance with AASB 10 and has concluded that there is no effect on the classification (as subsidiaries or otherwise) of any of the Group’s investees held during the period or comparative periods covered by these financial statements. AASB 11 Joint Arrangements The Group has applied AASB 13 for the first time in the current year, see Notes 27 and 29. Amendments to AASB 119 Employee Benefits Under the amendments, employee benefits ‘expected to be settled wholly’ (as opposed to ‘due to be settled’ under the superseded version of AASB 119) within 12 months after the end of the reporting period are short-term benefits, and are therefore not discounted when calculating leave liabilities. As the Group does not expect all annual leave for all employees to be used wholly within 12 months of the end of reporting period, annual leave is included in AASB 11 supersedes AASB 131 Interests in Joint Ventures ‘other long-term benefit’ and discounted when calculating (AAS 131) and AASB Interpretation 113 Jointly Controlled the leave liability. Entities- Non-Monetary-Contributions by Venturers. AASB 11 revises the categories of joint arrangement, and the criteria for classification into the categories, with the objective of more closely aligning the accounting with the investor’s rights and obligations relating to the arrangement. In addition, AASB 131’s option of using proportionate consolidation for arrangements classified as jointly controlled entities under that Standard has been eliminated. AASB 11 now requires the use of the equity method for arrangements classified as joint ventures (as for investments in associates). This change has had no impact on the presentation of annual leave as a current liability in accordance with AASB 101 Presentation of 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 The Group has a number of joint arrangements in place as at decided not to early adopt any of the new and amended 30 June 2014. Management has reviewed the classification pronouncements. The Group’s assessment of the new and of its joint arrangements in accordance with AASB 11 as has amended pronouncements that are relevant to the Group concluded that they are joint operations. but applicable in future reporting periods is set out below: The changes made to the standards outlined above have not significantly impacted the Group’s financial statements. AASB 9 Financial Instruments (December 2010) AASB 9 introduces new requirements for the classification AASB 12 Disclosure of interests in Other Entities and measurement of financial assets and liabilities. AASB 12 integrates and makes consistent the disclosure requirements for various types of investments, including unconsolidated structured entities. It introduces new These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139. 34 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 The main changes are: a) Financial assets that are debt instruments will be classified based on (1) the objective of the entity’s business model for managing the financial assets; and (2) the characteristics of the contractual cash flows. b) Allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other compre- hensive income (instead of in profit or loss). Dividends in 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. When AASB 2012-3 is first adopted for the year ending 30 June 2015, there will be no impact on the Group as this standard merely clarifies existing requirements in AASB 132. AASB 2013-3 Recoverable Amount Disclosures for Non-Financial Assets respect of these investments that are a return on investment These narrow-scope amendments address disclosure of can be recognised in profit or loss and there is no information about the recoverable amount of impaired impairment or recycling on disposal of the instrument. assets if that amount is based on fair value less costs of c) Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases. d) Where the fair value option is used for financial liabilities the change in fair value is to be accounted for as follows: • The change attributable to changes in credit risk are presented in other comprehensive income (OCI); and The remaining change is presented in profit or loss. • If this approach creates or enlarges an accounting mismatch disposal. When developing IFRS 13 Fair Value Measurement, the IASB decided to amend IAS 36 Impairment of Assets to require disclosures about the recoverable amount of impaired assets. The IASB noticed however that some of the amendments made in introducing those requirements resulted in the requirement being more broadly applicable than the IASB had intended. These amendments to IAS 36 therefore clarify the IASB’s original intention that the scope of those disclosures is limited to the recoverable amount of impaired assets that is based on fair value less costs of disposal. AASB 2013-3 makes the equivalent amendments to AASB 136 Impairment of Assets. in the profit or loss, the effect of the changes in credit risk When these amendments are first adopted for the year are also presented in profit or loss. ending 30 June 2015, they are unlikely to have any significant impact on the entity given that they are largely of the nature of clarification of existing requirements. AASB 2013-9 Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments (Part C: Financial Instruments) • add a new chapter on hedge accounting to AASB 9 Financial Instruments, substantially overhauling previous accounting requirements in this area; • • allow the changes to address the so-called ‘own credit’ issue that were already included in AASB 9 to be applied in isolation without the need to change any other accounting for financial instruments; and defer the mandatory effective date of AASB 9 from ‘1 January 2015’ to ‘1 January 2017’. Note that, subsequent to issuing these amendments, the AASB has issued AASB 2014-1 which defers the effective date of AASB 9 to ‘1 January 2018’. The entity has not yet assessed the full impact of these amendments. Otherwise, the following requirements have generally been carried forward unchanged from AASB 139 into AASB 9: • Classification and measurement of financial liabilities; and • Derecognition requirements for financial assets and liabilities. AASB 9 requirements regarding hedge accounting represent a substantial overhaul of hedge accounting that will enable entities to better reflect their risk management activities in the financial statements. The Group has not yet assessed the full impact of AASB 9 as this standard does not apply mandatorily before 1 January 2018. AASB 2012-3 Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities AASB 2012-3 adds application guidance to AASB 132 to address inconsistencies identified in applying some of the 35 N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES u) Standards, amendments and interpretations to existing joint operation (note that this requirement applies to the additional interest only, i.e. the existing interest is standards that are not yet effective and have not been not remeasured) and to the formation of a joint adopted early by the Group Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11) The amendments to IFRS 11 state that an acquirer of an interest in a joint operation in which the activity of the joint operation constitutes a ‘business’, as defined in IFRS 3 Business Combinations, should: • apply all of the principles on business combinations accounting in IFRS 3 and other IFRSs except principles that conflict with the guidance of IFRS 11. This requirement also applies to the acquisition of additional interests in an existing joint operation that results in the acquirer retaining joint control of the 2 PARENT INFORMATION Assets Current assets Non-current assets Liabilities Current liabilities Non-current liabilities Equity Issued capital Reserves – Share option Retained earnings Financial performance Loss for the year Other comprehensive income operation when an existing business is contributed to the joint operation by one of the parties that participate in the joint operation; and • provide disclosures for business combinations as required by IFRS 3 and other IFRSs. The Australian Accounting Standards Board (AASB) is expected to issue the equivalent Australian amendment shortly. When these amendments are first adopted for the year ending 30 June 2017, there will be no material impact on the transactions and balances recognised in the financial statements. 2014 $ 2013 $ 4,355,400 21,704,736 8,586,234 15,673,509 26,060,136 24,259,743 752,115 424,459 1,914,853 157,545 1,176,574 2,072,398 36,874,859 924,588 31,572,748 1,013,175 (12,915,885) (10,398,578) 24,883,562 22,187,345 (2,517,307) (2,673,631) - - (2,517,307) (2,673,631) Guarantees 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 23. 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. 36 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 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 Exploration activities conducted in Australia; and 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 Canada. The revenue reported below 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. Segment Revenue Segment Results Year ended Year ended 30 June 2014 $ 30 June 2013 $ 30 June 2014 $ 30 June 2013 $ 264,382 120,489 (1,642,128) (1,175,180) - - - (144,349) 264,382 120,489 (1,642,128) (1,319,529) - - (8,494) (10,609) 456,958 1,495,625 (1,979,311) (2,398,645) - - (184,356) (194,968) 721,340 1,616,114 (3,814,289) (3,923,751) 1,147,478 796,076 (2,666,811) (3,127,675) Mineral exploration – Australia Mineral exploration – Canada Finance costs Administration/Corporate Depreciation Consolidated revenue Loss before income tax Income tax benefit/(expense) Loss for year Segment assets Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of economic value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location. 37 N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 3 OPERATING SEGMENTS The following is an analysis of the Group’s assets and liabilities by reportable operating segment: Segment assets Mineral exploration – Australia Total segment assets Administration/Corporate Segment liabilities Mineral exploration – Australia Administration/Corporate Segment assets Mineral exploration – Australia Mineral exploration – Canada Total segment assets Administration/Corporate Segment liabilities Mineral exploration – Australia Administration/Corporate Opening Balance 1 July 2013 $ Capital Expenditure/ Investment $ Impairment/ Share of loss $ Closing Balance 30 June 2014 $ 12,176,647 8,972,871 (1,906,511) 19,243,007 12,176,647 8,972,871 (1,906,511) 19,243,007 12,746,916 24,923,563 600,000 2,136,218 2,736,218 7,312,637 26,555,644 - 1,672,082 1,672,082 Opening Balance 1 July 2012 $ Capital Expenditure/ Investment $ Impairment/ Share of loss $ Closing Balance 30 June 2013 $ 8,658,717 4,813,599 (1,295,669) 12,176,647 7,987 136,362 (144,349) - 8,666,704 4,949,961 (1,440,018) 12,176,647 18,087,941 26,754,645 - 2,681,081 2,681,081 12,746,916 24,923,563 600,000 2,136,218 2,736,218 38 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 Consolidated Group 2014 $ 2013 $ 264,382 57,110 202,544 524,036 (489) 194,533 3,260 197,304 120,489 - 477,596 598,085 - 738 - 738 - - 1,017,291 1,017,291 1,906,511 722,097 1,440,018 2,104,643 2,628,608 3,544,661 93,635 59,245 31,476 57,103 88,767 49,098 184,356 194,968 180 8,314 8,494 180 10,429 10,609 4 REVENUE AND EXPENSES a) Revenue Administration fees Rent received Bank interest received or receivable b) Other income From continuing operations Net loss on disposal of tenements Net gains on disposal of available-for-sale investments Other income c) Gain on reclassification of non-current asset Gain on reclassification of investment in Petratherm Ltd – refer Note 10 and 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 39 N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 4 REVENUE AND EXPENSES e) Employee benefits expense Consolidated Group 2014 $ 2013 $ Wages, salaries, directors fees and other remuneration expenses 2,742,140 3,007,404 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 Secretarial, professional and consultancy Employee taxes and levies Occupancy costs Insurance costs ASX/ASIC costs Share register maintenance Communication costs Promotion and seminars Audit fees 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 concession Income tax (benefit)/expense reported in the income statement A reconciliation between tax expense and the product of accounting profit before income tax multiplied by the Group’s applicable income tax rate is as follows: Accounting (loss)/profit before income tax At the Group’s statutory income tax rate of 30% (2013: 30%) Immediate write-off of exploration expenditure Expenditure not allowable for income tax purposes Non-assessable income Tax losses not recognised due to not meeting recognition criteria 187,826 (13,919) 29,339 - 213,202 (18,206) 35,477 226,270 (2,628,424) (2,856,235) 316,962 607,912 651,488 116,666 261,748 63,861 37,492 57,713 27,040 43,304 37,826 100,071 455,256 143,554 274,165 62,170 32,954 34,277 31,107 30,525 31,500 86,207 1,397,209 1,181,715 - (1,147,478) (1,147,478) - (796,076) (796,076) (3,814,289) (1,144,287) (1,122,056) 816,690 (2,166) 1,451,819 (3,923,751) (1,177,125) (1,289,783) 1,129,329 (305,409) 1,642,988 - - 40 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 5 INCOME TAX EXPENSE The Group has tax losses arising in Australia of $83,960,470 (2013: $3,168,789) that are available indefinitely for offset against future taxable profits of the companies in which the losses arose. In addition, the Group has $2,532,821 (2013: $102,276) capital losses available. The large increase in these losses pertains to the acquisition of Breakaway Resources Ltd’s income tax consolidated group from 5 December 2013. The utilisation of these losses acquired will be restricted to the available fraction rules, which the Company will undertake to review upon lodgement of its 2014 income tax return. 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 ($2,666,811) 137,614,845 ($3,127,675) 103,712,284 Effect of dilution Share options - - Weighted average number of ordinary shares adjusted for the effect of dilution 137,614,845 103,712,284 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 2014. 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. 41 N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 7 CASH AND CASH EQUIVALENTS 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 Adjustments for non-cash items: Depreciation Impairment of non-current assets Gain on reclassification of non-current asset Net (gain)/loss on disposal of property plant and equipment, available-for-sale financial instruments and tenements Share options expensed Shares issued for services – refer to Note 18 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 employee provisions Net cash used in operating activities Consolidated Group 2014 $ 2013 $ 242,175 4,551,998 2,248,636 7,021,000 4,794,173 9,269,636 242,175 4,551,998 2,248,636 7,021,000 4,794,173 9,269,636 (2,666,811) (3,127,675) 184,356 2,628,608 - (194,533) - 100,155 114,955 (18,418) (1,004,292) (11,233) (867,213) 194,968 3,544,661 1,017,291 (738) 226,270 - (88,065) 22,721 (483,809) 17,271 (711,687) 42 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 Consolidated Group 2014 $ 44,499 44,499 2013 $ 52,528 52,528 73,905 11,299 17,100 55,487 86,006 4,300 102,304 145,793 1,853,158 60,000 (169,930) 85,000 21,562 (722,097) - 2,859,067 (60,000) (96,441) 251,532 - (2,118,291) 1,017,291 1,127,693 1,853,158 8 TRADE AND OTHER RECEIVABLES Trade receivables (i) Information regarding the credit risk of current receivables is set out in Note 28. 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 2013 and 2014 and no receivables are past due at balance date. 9 OTHER CURRENT ASSETS Prepayments Accrued income Other 10 AVAILABLE-FOR-SALE INVESTMENTS At fair value – Shares, listed: Opening balance Revaluations Disposals Acquisitions Additions through acquisition of Breakaway (a) Impairments Gain on reclassification of non-current assets (b) a) Relates to shares held by Breakaway in Barra Resources Ltd and Iron Road Limited. b) During the 2013 financial year, the Company changed the classification of its investment in Petratherm Ltd from investments in associates using the equity method to available-for-sale investments 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. 43 N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 Consolidated Group 2014 $ 2013 $ 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 508,723 - - 508,723 - - - - - - 508,723 - 508,723 - - - - Net book value of land and buildings 508,723 508,723 Property is measured at historical cost less accumulated depreciation. Land and buildings with a net book value of $508,723 (2013: $508,723) 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 611,218 - - 611,218 57,103 93,635 - 150,738 460,480 - 611,218 - 611,218 - 57,103 - 57,103 554,115 44 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 12 PROPERTY, PLANT AND EQUIPMENT Plant and equipment Cost Opening balance Additions Additions through acquisition of Breakaway 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 Consolidated Group 2014 $ 2013 $ 405,725 13,224 36,587 - 455,536 281,935 59,495 - 341,430 114,106 283,765 - - 283,765 170,794 47,288 - 218,082 65,683 202,232 - - 202,232 76,030 31,226 - 107,256 94,976 774,379 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 Total net book value of property, plant and equipment 1,243,968 1,425,801 Motor vehicles with a net book value of $94,976 (2013: $126,202) is offered as security against hire purchase contracts of $114,386. 45 N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 13 EXPLORATION AND EVALUATION ASSETS Exploration, evaluation and development costs carried forward in respect of mining areas of interest Exploration and evaluation phase – Joint Operations Exploration and evaluation phase – 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 from acquisition of Breakaway Reductions through joint operation contributions Write-off of tenements relinquished Consolidated Group 2014 $ 2013 $ 11,097,016 8,145,991 5,094,323 7,082,324 19,243,007 12,176,647 Exploration Exploration Joint Operations $ Other $ 5,094,323 4,082,045 5,153,724 (3,123,712) (109,364) 7,082,324 2,860,814 - - (1,797,147) Total $ 12,176,647 6,942,859 5,153,724 (3,123,712) (1,906,511) Balance at end of year 11,097,016 8,145,991 19,243,007 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. 46 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 14 SHARE-BASED PAYMENTS Employee Share Option Plan • 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 Forfeited during the year Expired or lapsed during the year Outstanding at the end of the year Exercisable at the end of the year 2014 Number 2014 WAEP 4,570,000 - (500,000) (410,000) 3,660,000 3,660,000 0.23 - 0.22 0.25 0.23 0.23 2013 Number 2,270,000 2,420,000 - (120,000) 4,570,000 4,570,000 2013 WAEP 0.24 0.25 - 0.55 0.23 0.23 The outstanding balance as at 30 June 2013 is represented by: • • A total of 1,565,000 options exercisable at any time until 29 September 2016 with an exercise price of $0.21. A total of 2,095,000 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 2014 is 2.69 years (2013: 3.40 years). The range of exercise prices for options outstanding at the end of the year was $0.21–$0.25 (2013: $0.21–$0.25). The weighted average fair value of options granted during the year was $nil (2013: $0.0935). 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. Shares issued for services On 29 October 2013, 894,240 ordinary fully paid shares were issued at $0.112 per share for corporate advisory services received by the Group in relation to the takeover of Breakaway Resources completed on 5 December 2013. Shares issued for the takeover of Breakaway Resources The following table is an analysis of shares issued by the company as consideration for all the shares in Breakaway Resources: Date Issued Number Issued 25 October 2013 5 December 2013 39,601,137 3,883,956 43,485,093 Further information regarding the takeover of Breakaway Resources is set out in Note 25. 47 N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 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 28. 16 BORROWINGS Current Hire purchase contracts Non-current Hire purchase contracts Bank borrowings Bank borrowings reflect a secured 5 year interest only loan. There are no annual renewal or review terms. 17 PROVISIONS Current Annual leave provision Balance at 1 July Net decrease in provision Closing Balance 30 June Long Service Leave Balance at 1 July Net increase in provision Closing Balance 30 June Non-current Long Service Leave Balance at 1 July Net decrease in provision Closing Balance 30 June 48 Consolidated Group 2014 $ 2013 $ 460,286 11,142 - - 129,716 76,753 677,897 114,386 114,386 - 392,000 392,000 116,707 (13,919) 102,788 312,513 40,039 352,552 455,340 43,159 (10,700) 32,459 257,603 28,103 600,000 492,148 491,652 244,849 2,114,355 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 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 Consolidated Group 2014 $ 2013 $ 18 ISSUED CAPITAL 152,165,042 fully paid ordinary shares (2013: 107,785,709) 36,874,859 31,572,748 Balance at beginning of financial year Shares issued by way of private placement Shares issued for services Shares issued for Breakaway takeover Transaction costs on shares issued 2014 2013 Number $ Number $ 107,785,709 31,572,748 103,585,709 30,816,748 - - 4,200,000 756,000 894,240 100,155 43,485,093 5,218,211 - (16,255) - - - - - - Balance at end of financial year 152,165,042 36,874,859 107,785,709 31,572,748 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 2014 $ 2013 $ 924,589 (125,630) - 1,013,175 (126,547) (60,000) 798,959 826,628 1,013,175 - (88,586) 981,763 226,270 (194,858) 924,589 1,013,175 (126,547) 917 (125,630) (133,320) 6,773 (126,547) 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 The share option reserve comprises the fair value of options issued to employees under the Company’s Employee Share Option Plan and to directors of the Company. b) Foreign currency translation reserve Balance at beginning of financial year Translation of foreign subsidiary Balance at end of financial year The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements of Minotaur Atlantic Exploration Ltd, the group’s foreign operations in Canada. 49 N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 19 RESERVES c) Available-for-sale revaluation reserve Balance at beginning of financial year Revaluation increment/(decrement) Balance at end of financial year The available-for-sale revaluation reserve comprises the cumulative net change in the fair value of available-for-sale financial assets until the investments are derecognised or impaired. 20 RETAINED EARNINGS Balance at beginning of financial year Net loss attributable to members of the parent entity Transfer from share option reserve – lapsed options 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 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 2014 $ 2013 $ (60,000) 60,000 - - (60,000) (60,000) (10,510,471) (2,596,370) 88,586 (7,591,627) (3,113,702) 194,858 (13,018,255) (10,510,471) 298,440 - (70,441) 227,999 352,587 1,252,238 1,604,825 118,041 - 118,041 (3,655) 114,386 - 312,413 (13,973) 298,440 219,125 6,003 225,128 43,412 118,041 161,453 (11,969) 149,484 The Group extended its operating lease on 13 June 2014 for its principal place of business. The lease expires on 9 July 2019 and includes an escalation clause linked to CPI. As a result of the acquisition of Breakaway, the Group has an operating lease in place relating to an office space previously occupied by Breakaway. The lease term expires on 14 September 2014 and it is anticipated that the lease will not be renewed. 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 2015 amounts of approximately $7.5 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, $2.6 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. 50 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 23 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 $322,200 at 30 June 2014 (2013: $271,000). 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. 24 CONTROLLED ENTITIES Parent entity Minotaur Exploration Limited (i) Subsidiaries Minotaur Operations Pty Ltd (ii) Minotaur Resources Investments Pty Ltd (ii) Minotaur Industrial Minerals Pty Ltd (ii) Great Southern Kaolin Pty Ltd (ii) Breakaway Resources Pty Ltd (iii) (iv) Scotia Nickel Pty Ltd (iii) Altia Resources Pty Ltd (iii) Levuka Resources Pty Ltd (iii) BMV Properties Pty Ltd (iii) Minotaur Gold Solutions Limited (v) Minotaur Atlantic Exploration Limited Country of incorporation 2014 % 2013 % Ownership interest Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Canada 100 100 100 100 100 100 100 100 100 50 100 100 100 100 100 - - - - - 50 100 i) Minotaur Exploration Limited is the head entity within the tax-consolidated Group. ii) These companies are members of the tax-consolidated Group. iii) On 5 December 2013, Minotaur Exploration completed its 100% acquisition of Breakaway Resources Ltd and its subsidiaries; Scotia Nickel Pty Ltd, Altia Resources Pty Ltd, Levuka Resources Pty Ltd and BMV Properties Pty Ltd. Upon acquiring 100% of Breakaway, the Group moved to add Breakaway and its subsidiaries to its tax consolidated Group. iv) On 20 June 2014, Breakaway Resources Ltd converted to a proprietary company and is now called Breakaway Resources Pty Ltd. v) Although the Group does not hold more than half of the voting rights of Minotaur Gold Solutions Ltd, it is able to control the company as it has the power of the operating decisions of the entity and is exposed to the variable returns from its investment. The assessment of control is a significant judgement as Minotaur holds 50% of the voting equity. 51 N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 25 BUSINESS COMBINATIONS On 5 December 2013, the Group completed its 100% acquisition of the issued share capital and voting rights of Breakaway Resources Limited (Breakaway), a company based in Australia that operates within the mineral exploration segment. The objective of the acquisition was to further increase the Group’s tenements holdings over highly prospective ground, in particular in Western Australia and Queensland. Details of the business combination are as follows: Fair value of consideration transferred Issue of shares for acquisition of Breakaway Recognised amounts of identifiable net assets Cash and cash equivalents Trade and other receivables Total current assets Property, plant and equipment Available-for-sale investments Total non-current assets Trade and other payables Provisions Total current liabilities Trade creditors Total non-current liabilities Identifiable net assets Exploration and evaluation assets recognised on acquisition Cash and cash equivalents acquired Net cash inflow on acquisition Acquisition costs charged to expenses Net cash paid relating to the acquisition Consideration transferred $ 5,218,211 5,218,211 490,259 53,043 543,302 36,587 21,562 58,149 460,311 26,653 486,964 50,000 50,000 64,487 5,153,724 490,259 490,259 518,147 (27,888) Acquisition-related costs amounting to $518,147 are not included as part of consideration transferred and have been recognised as an expense in the consolidated statement of profit or loss and other comprehensive income, as part of other expenses. Exploration and evaluation assets The exploration and evaluation asset that arose on the combination can be attributed to tenement holdings over highly prospective geological areas and has been recognised as an exploration and evaluation asset. The exploration and evaluation asset that has been recognised is attributable to the mineral exploration segment. Breakaway’s contribution to the Group’s results Breakaway contributed $7,339 and $268,316 to the Group’s revenues and losses respectively from the date of acquisition to 30 June 2014. Had the acquisition occurred on 1 July 2013, the Group’s revenue for the period to 30 June 2014 would have been ($7,899) and the Group’s loss for the period would have been $3,513,220. 52 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 26 AUDITOR’S REMUNERATION Audit or review of the financial report Taxation compliance Total auditor’s remuneration 27 FINANCIAL ASSETS AND LIABILITIES Note 1(f ) provides a description of each category of financial assets and financial liabilities and the related accounting policies. The carrying amounts of financial assets and financial liabilities in each category are as follows: 30 June 2014 Financial assets Cash and cash equivalents Trade and other receivables Available-for-sale assets Financial liabilities Trade and other payables Current borrowings Non-current borrowings 30 June 2013 Financial assets Cash and cash equivalents Trade and other receivables Available-for-sale assets Consolidated Group 2014 $ 37,826 1,000 38,826 2013 $ 31,500 - 31,500 Note AFS $ Cash $ Loans and Receivables $ Total $ (Carried at fair value) (Carried at amortised cost) 7 8 - - 27(a) 1,127,693 4,794,173 - 4,794,173 - - 44,499 44,499 - 1,127,693 1,127,693 4,794,173 44,499 5,966,365 Note 15 27(b) 27(b) Payables $ Borrowings $ Total $ (Carried at amortised cost) 677,897 - - - 114,386 392,000 677,897 114,386 392,000 677,897 506,386 1,184,283 Note AFS $ Cash $ Loans and Receivables $ Total $ (Carried at fair value) (Carried at amortised cost) 7 8 - - 27(a) 1,853,158 9,269,636 - 9,269,636 - - 52,528 52,528 - 1,853,158 1,853,158 9,269,636 52,528 11,175,322 53 N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 27 FINANCIAL ASSETS AND LIABILITIES Financial liabilities Trade and other payables Current borrowings Non-current borrowings Note 15 27(b) 27(b) Payables $ Borrowings $ Total $ (Carried at amortised cost) 2,114,355 - 2,114,355 - - 35,098 114,386 35,098 114,386 2,114,355 149,484 2,263,839 A description of the Group’s financial instrument risks, including risk management objectives and policies is given in Note 28. The methods used to measure financial assets and liabilities reported at fair value are described in Note 29. 27(a) AFS financial assets The details and carrying amounts of AFS financial assets are as follows: Listed securities The listed securities are denominated in AUD and are publically traded in Australia. 27(b) Borrowings Borrowings include the financial liabilities: Consolidated Group 2014 $ 2013 $ 1,127,693 1,853,158 1,127,693 1,853,158 Current Non-Current 2014 $ 2013 $ 2014 $ 2013 $ 114,386 - 114,386 35,098 - 35,098 - 392,000 392,000 114,386 - 114,386 Financial liabilities Fair value Finance lease liabilities Bank borrowings All borrowings are denominated in AUD. Borrowings at amortised cost Bank borrowings are secured by land and buildings owned by the Group (see Note 12). Current interest rates are variable and average 5.03% (2013: $nil). The carrying amount of bank borrowings is considered to be a reasonable approximation of the fair value. Other financial instruments The carrying amount of the following financial assets and liabilities is considered to be a reasonable approximation of the fair value: • • • Trade and other receivables; Cash and cash equivalents; and Trade and other payables 54 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 28 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, 20 respectively. Proceeds from share issues are used to maintain and expand the Groups exploration activities and fund operating costs. Financial assets Cash and cash equivalents Trade receivables Available-for-sale assets Financial liabilities Payables Borrowings Credit risk Consolidated Group 2014 $ 2013 $ 4,794,173 44,499 1,127,693 677,897 510,041 9,269,636 52,528 1,883,158 2,114,355 161,453 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 2014 Variable interest rate 2013 Variable interest rate Weighted average effective interest rate Less than 1 year % $ 3.44 4,794,173 4.46 9,269,636 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 $35,160 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. 55 N O T E S T O T H E C O N S O L I D A T E D FINANCIAL STATEMENTS F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 28 FINANCIAL RISK MANAGEMENT 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. Longer than 1 year Weighted average effective interest rate Less than 1 year and not longer than 5 years % $ $ Consolidated 2014 Interest bearing Non-interest bearing 2013 Interest bearing Non-interest bearing 5.33 - 6.22 - 114,386 677,897 392,000 - 32,983 2,114,355 114,386 - 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. 29 FAIR VALUE MEASUREMENT Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows: • • • level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly level 3: unobservable inputs for the asset or liability The following table shows the Levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis at 30 June 2014 and 30 June 2013: Level 1 $ Level 2 $ Level 3 $ Total $ 30 June 2014 Financial assets at fair value Available-for-sale investments Listed securities 30 June 2013 Financial assets at fair value Available-for-sale investments Listed securities 1,127,693 1,127,693 1,853,158 1,853,158 - - - - - - - - 1,127,693 1,127,693 1,853,158 1,853,158 There were no transfers between Level 1 and Level 2 in 2014 or 2013. 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. 56 M I N O T A U R E X P L O R A T I O N F I N A N C I A L R E P O R T 2 0 1 4 30 RELATED PARTY DISCLOSURE AND KEY MANAGEMENT PERSONNEL REMUNERATION Transactions with key management personnel The following individuals are classified as key management personnel in accordance with AASB 124 ’Related Party Disclosures’: Mr Derek Carter, Chairman Mr Andrew Woskett, Managing Director Dr Antonio Belperio, Executive Director Mr Richard Bonython, Non-Executive Director Mr John Atkins, Non-Executive Director (Appointed 20 November 2013) Mr Donald Stephens, Company Secretary Mr Varis Lidums, Commercial Manager Mr Ian Garsed, General Manager of Exploration Key management personnel remuneration includes the following expenses: Salaries including bonuses Total short term employee benefits Superannuation Total post-employment benefits Share based payments Total remuneration Transactions with associates 2014 $ 2013 $ 1,196,118 1,236,496 1,196,118 1,236,496 73,992 73,992 - 73,586 73,586 46,750 1,270,110 1,356,832 Throughout the year no transactions took place between Minotaur Exploration Limited and any associates (2013: $nil). In addition, no amounts were owed by any associates at the end of the year (2013: $nil). Director related entities Throughout the year no transactions took place between Minotaur Exploration Limited and any Director related entities (2013: $643). Wholly owned group transactions The entities comprising the wholly owned Group and ownership interests in these controlled entities are set out in Note 24. 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 activities. 31 POST-REPORTING DATE EVENTS No matter or circumstance has arisen since 30 June 2014 that has significantly affected the Group’s operations, results or state of affairs, or may do so in the future. 57 DIRECTORS’ declaration F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 4 The Directors of the Company declare that: 1 the financial statements and notes, as set out on pages 24 to 57, 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 2014 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 August 2014 58 independenT auditor’s REPORT T O T H E M E M B E R S O F M I N O T A U R E X P L O R A T I O N L I M I T E D Level 1, 67 Greenhill Rd Wayville SA 5034 Correspondence to: 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 2014, 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. 59 independenT auditor’s REPORT Auditor’s responsibility In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 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 2014 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 2014. 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 2014, complies with section 300A of the Corporations Act 2001. GRANT THORNTON AUDIT PTY LTD Chartered Accountants J L Humphrey Partner – Audit & Assurance Adelaide, 19 August 2014 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. 60 ASX Additional information Lease ID Lease Name State Holding Company Minotaur Equity or Equity Earned % JV Partner Sumitomo Metal Mining Oceania 56.5% Sumitomo Metal Mining Oceania 56.5% Sumitomo Metal Mining Oceania 56.5% Sumitomo Metal Mining Oceania 56.5% JOGMEC 52%, BHPBilliton NSR JOGMEC 52% JOGMEC 52% JOGMEC 52% JOGMEC 52% JOGMEC 52% JOGMEC 52% JOGMEC 52% Falcon Minerals 100% Falcon Minerals 100% GFR 14% GFR 14% GFR 14% GFR 14% Border Joint Venture EL4352 EL4844 EL5079 EL5437 Collins Tank Mingary Mutooroo Woodville Dam SA SA SA SA Minotaur Operations Minotaur Operations Minotaur Operations Minotaur Industrial Minerals Cloncurry Joint Venture (JOGMEC) EPM8608 EPM16975 EPM19530 EPM18861 EPM18802 EPM18068 EPM17286 EPM19412 Bendigo Park Cattle Creek Corella Donaldson Well East Racecourse Gidyea Bore Jackys Creek Middle Creek Ernest Project QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations* EPM19205 EPM19775 EPM18289 Ernest Henry West Mount Margaret Mt Marathon QLD Minotaur Operations QLD Minotaur Operations Falcon Minerals QLD Elrose Project EPM19500 EPMA25389 EPM25237 EPM18313 EPM18624 EPM25238 EPM19096 EPM19505 Eloise North Fullarton Levuka Mt Agate Oorindi Park Saxby Strathfield Yaningerry Eloise Copper Joint Venture QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations Falcon Minerals QLD QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations EPM17838 EPM18442 MDL431 MDL432 Levuka Eloise Northwest Eloise Eloise QLD QLD QLD QLD Levuka Resources Levuka Resources Levuka Resources Levuka Resources Osborne Project EPM18575 EPM18720 EPM19050 EPM18573 EPMA25197 EPM19066 EPM18574 EPM18572 EPM18576 Carbo Creek Cuckadoo Datchet Gum Creek Hamilton Lucia Momedah Creek North Osborne Pathungra QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations 61 43.5 43.5 43.5 43.5 48 48 48 48 48 48 48 48 100 100 0 100 0 100 0 100 100 100 100 86 86 86 86 100 100 100 100 0 100 100 100 100 ASX Additional information I N T E R E S T S I N M I N I N G T E N E M E N T S A S A T 3 0 S E P T E M B E R 2 0 1 4 Lease ID Lease Name State Holding Company Minotaur Equity or Equity Earned % JV Partner Osborne Project Sandy Creek EPM18571 EPMA25699 Warburton Creek EPM19061 Windsor QLD Minotaur Operations QLD Minotaur Operations QLD Minotaur Operations Arthurville Project EL7588 Arthurville NSW Minotaur Operations Victoria Copper Project EL5402 EL5475 EL5403 EL5450 Chatsworth Dimboola East Lexington Roxborough Industrial Minerals Project EL5095 ELA5502 EL5395 EL5308 EL5398 EL4575 EL5016 EL4697 EL5365 Camel Lake Casterton South Kyancutta Mount Hall Sceales Tootla Whichelby Yanerbie Yaninee Gawler Ranges Project EL5097 EL5232 EL5096 Diesel Dam Peltabinna Yandoolka Well Gawler Craton Project EL4745 EL4776 Bonython Hill Mt Double Scotia Project Goongarrie 3 Goongarrie 4 Comet Vale E 29/00661§ E 29/00719§ E 29/00886 M 24/00279§ Goongarrie 5 M 24/00336§ Goongarrie 6 M 29/00245§ Goongarrie 13 M 29/00246§ Goongarrie 14 P 29/02105§ Goongarrie 7 P 29/02117§ Goongarrie 8 P 29/02118§ Goongarrie 9 P 29/02119§ Goongarrie 10 P 29/02120§ Goongarrie 11 P 29/02121§ Goongarrie 12 Leinster Project E 36/235 E 37/909 M 36/475 M 36/502 M 36/511 M 36/524 M 36/526 M 36/548 Leinster 9 Leinster 2 Leinster 10 Leinster 11 Leinster 18 Leinster 12 Leinster 14 Leinster 15 VIC VIC VIC VIC SA VIC SA SA SA SA SA SA SA SA SA SA SA SA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA Minotaur Operations Minotaur Operations Minotaur Operations Minotaur Operations Minotaur Operations Minotaur Industrial Minerals Minotaur Operations Minotaur Operations Minotaur Operations Great Southern Kaolin Minotaur Operations Minotaur Operations Minotaur Operations Minotaur Operations Minotaur Operations Minotaur Operations Minotaur Operations Minotaur Operations Minotaur 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 Minotaur Gold Solutions Minotaur Gold Solutions Minotaur Gold Solutions Altia Resources Scotia Nickel Altia Resources Altia Resources Altia Resources Altia Resources Altia Resources Altia Resources 62 100 0 100 100 100 100 100 100 100 0 100 100 100 100 100 100 100 100 100 100 100 100 50 50 50 50 50 50 50 50 50 50 50 50 50 85 85 85 85 85 85 85 85 GFR 15% GFR 15% GFR 15% GFR 15% GFR 15% GFR 15% GFR 15% GFR 15% Lease ID Lease Name State Holding Company Minotaur Equity or Equity Earned % JV Partner GFR 15% GFR 15% GFR 15% GFR 15% GFR 15% GFR 15% GFR 15% GFR 15% Perilya Ltd 90%, MEP 10% free carried to BFS completion Perilya Ltd 90%, MEP 10% free carried to BFS completion Perilya Ltd 90%, MEP 10% free carried to BFS completion Perilya Ltd 90%, MEP 10% free carried to BFS completion Peninsula Resources Birla Mt Gordon Leinster Project M 37/806 M 37/877 M 37/878 P 37/7170 P 37/7370 P 37/7371 P 37/7372 P 37/7373 Leinster 3 Leinster 16 Leinster 17 Leinster 4 Leinster 5 Leinster 6 Leinster 7 Leinster 8 Yerrida Project E51/1593 E51/1581 E51/1580 E51/1591 E51/1585 Bennett Well Crater Bore Diamond Well Glengarry Range Yerrida Spring Other Projects EL4388 Blinman EL5117 Ediacara ML4386 Third Plain EL4478 Wilkawillina EL4961* EPM17061 P15 4876 P15 4877 P15 4878 P15 4879 P15 4880 P15 4881 P15 4882 P15 4883 P15 4886 M15 395 M15 703 L15 128 L15 255 E15 967 E15 968 P15 4299 P15 4884 P15 4885 P15 4963 Moonta Mt Osprey Spargos Reward Spargos Reward Spargos Reward Spargos Reward Spargos Reward Spargos Reward Spargos Reward Spargos Reward Spargos Reward Kambalda West Kambalda West Kambalda West Kambalda West Kambalda West Kambalda West Kambalda West Kambalda West Kambalda West Kambalda West WA WA WA WA WA WA WA WA WA WA WA WA WA SA SA SA SA SA QLD WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA Altia Resources Altia Resources Altia Resources Scotia Nickel Scotia Nickel Scotia Nickel Scotia Nickel Scotia Nickel Minotaur Operations Minotaur Operations Minotaur Operations Minotaur Operations Minotaur Operations Perilya Perilya Perilya Perilya Peninsula Resources Birla Mt Gordon Minex Australia Minex Australia Minex Australia Minex Australia Minex Australia Minex Australia Minex Australia Minex Australia Minex Australia Tychean Resources Tychean Resources Tychean Resources Tychean Resources Tychean Resources Tychean Resources Tychean Resources Tychean Resources Tychean Resources Tychean Resources # Diluting interest * = Portion only of tenement Ni 100% = 100% interest in Nickel rights only Ni 100% +3% Au NSR = 100% interest in Nickel rights and 3% Gold NSR Ni 100% +1.5% NSR = 100% interest in Nickel rights and 1.5% NSR all other minerals § Aphrodite Gold Ltd earning up to 80% interest in Gold rights 85 85 85 85 85 85 85 85 100 100 100 100 100 10 10 10 10 10 #30 Ni 100% Ni 100% Ni 100% Ni 100% Ni 100% Ni 100% Ni 100% Ni 100% Ni 100% +3% Au NSR Ni 100% +1.5% NSR Ni 100% +1.5% NSR Ni 100% +1.5% NSR Ni 100% +1.5% NSR Ni 100% +1.5% NSR Ni 100% +1.5% NSR Ni 100% +1.5% NSR Ni 100% +1.5% NSR Ni 100% +1.5% NSR Ni 100% +1.5% NSR 63 ASX Additional information Additional information required by the Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at 30 September 2014. Distribution of equity securities Ordinary share capital 152,165,042 fully paid ordinary shares are held by 3,486 individual shareholders. All issued ordinary shares carry one (1) vote per share and carry the rights to dividend. Options 11,543,333 unlisted options are held by 32 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 Norilsk Nickel Australia Pty Ltd OZ Minerals Limited TWENTY LARGEST HOLDERS OF QUOTED EQUITY SECURITIES Norilsk Nickel Australia Pty Ltd OZ Minerals Limited Newmont Capital Pty Ltd Golden Fields Resources Pty Ltd Yarraandoo Pty Ltd FMR Investments Pty Limited Sandfire Resources NL Mr Yi Weng + Ms Ning Li Yi Weng & Ning Li S/F A/C Locantro Speculative Investments Limited JP Morgan Nominees Australia Limited Mr Peter Francis Hasenkam Mr Nicholas James Carter + Mrs Susan Mary Carter Dorica Nominees Pty Ltd Breakaway Resources Limited Mr Nicholas Carter Mr Robert Gemelli Kimbriki Nominees Pty Ltd National Nominees Limited Miningnut Pty Ltd Mr Derek Northleigh Carter 64 Fully paid ordinary shares Unlisted Options 467 978 594 1,227 220 3,486 914 - - - 12 20 32 - Fully paid Number Percentage 10,777,919 8,041,670 7.08% 5.28% Fully Paid Ordinary Shares Number Percentage 10,777,919 8,041,670 5,320,000 4,200,000 3,662,129 2,872,303 2,608,695 2,230,000 2,000,000 1,795,659 1,650,000 1,583,500 1,502,000 1,128,658 1,115,164 1,110,572 1,000,000 995,967 975,000 900,000 7.08% 5.28% 3.50% 2.76% 2.41% 1.89% 1.71% 1.47% 1.31% 1.18% 1.08% 1.04% 0.99% 0.74% 0.73% 0.73% 0.66% 0.65% 0.64% 0.59% 55,469,236 36.45% MINOTAUR EXPLORATION w w w . m i n o t a u r e x p l o r a t i o n . c o m . a u 

Continue reading text version or see original annual report in PDF format above