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
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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
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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
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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
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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
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