NAVARRE MINERALS LIMITED
ABN 66 125 140 105
Annual Report 2012
Navarre Minerals Limited
ABN 66 125 140 105
Corporate Directory
Contents
Directors
Kevin Wilson (Chairman)
Geoff McDermott (Managing Director)
John Dorward
Colin Naylor
Company Secretary
Jane Nosworthy
Registered Office & Principal Operations Office
40-44 Wimmera Street
PO Box 385
Stawell Victoria 3380 Australia
Telephone +61 (3) 5358 8625
info@navarre.com.au
Email
Website www.navarre.com.au
Chairman’s Report
Managing Director’s Review of Operations
Directors’ Report
Auditor’s Independence Declaration
Remuneration Report
Corporate Governance Statement
Consolidated Statement of 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 Review Report
Additional Shareholder Information
2
4
7
13
14
22
28
29
30
31
32
54
55
57
Share Registrar
Boardroom Pty Limited
Level 7, 207 Kent Street
Sydney NSW 2000 Australia
Telephone +61 (2) 9290 9600
+61 (3) 9279 0664
Facsimile
Auditor
RSM Bird Cameron Partners
Level 8, South Tower, Rialto
525 Collins Street
Melbourne Victoria 3000 Australia
Stock Exchange Listing
ASX Limited
Level 4, North Tower, Rialto
525 Collins Street
Melbourne Victoria 3000 Australia
ASX Code: NML
Incorporated 30 April 2007
Victoria, Australia
FORWARD LOOKING STATEMENTS
about
that have been based on
This Financial Report includes certain forward-looking
current
statements
expectations
and
future
circumstances. These forward-looking statements are,
however, subject to risks, uncertainties and assumptions
that could cause those acts, events and circumstances to
differ materially from the expectations described in such
forward-looking statements.
events
acts,
These factors include, among other things, commercial
and other risks associated with the meeting of objectives
and other investment considerations, as well as other
matters not yet known to the Company or not currently
considered material by the Company.
1
Navarre Minerals Limited
ABN 66 125 140 105
CHAIRMAN’S REPORT
It is my pleasure to report on your company’s progress for the 2012 financial year, our first full year listed on the
Australian Securities Exchange. We have experienced a year of significant growth by applying innovative mineral
exploration techniques to advance our flagship Bendigo North group of gold projects, as well as progressing our Kingston
and Black Range projects in Victoria, Australia. We have worked a greenfields site from an area of flat farmland north of
Bendigo and transformed it into one of the most exciting gold projects in Australia, just 40 kilometres from one of the
largest goldfields ever discovered (Figure 1).
One of the golden rules of mining exploration is that the best place to find gold is in the shadow of the headframe of an
existing gold mine. In 2008 we acquired the Tandarra prospect at Bendigo North and I think you will agree that we have
taken giant strides towards uncovering a viable gold project. We are not there yet and have much work to do, but we
have assembled a first-class team of exploration professionals with many decades of experience in the subtleties of the
Victorian goldfields. We were therefore delighted to announce in early September that your company had secured 100%
ownership of Tandarra through a royalty deal with Crocodile Gold Corp., our major shareholder, which sees Crocodile’s
right to earn a majority interest in Tandarra converted to a 2% net smelter royalty over future gold production at
Tandarra. Your company now has full control of Tandarra’s future, which is a very significant milestone, giving us greater
flexibility in funding the exploration, evaluation and development of this exciting prospect.
Over the past year, we drilled over 20,000 metres of diamond, reverse circulation and air-core holes at Tandarra. The
drilling followed a geophysics program which gave us the first inkling that we were sitting on a project which is a potential
analogue to the 22 million ounce Bendigo Goldfield. Our drilling
has produced a significant number of high grade gold
intersections from the quartz reef systems, which lie as close as
20 metres below the topsoil at Tandarra. Not all drilling has been
successful in delivering high grade gold intercepts due to the
sporadic distribution of nuggety gold within the quartz reefs. The
nuggety gold is, of course, analogous with the gold mineralisation
in the Bendigo Goldfield.
Over the course of next year, we will focus our drilling efforts on
scoping several of the shallow reef systems. This work will
require more funding, but it will be money well spent. The
majority of the funds raised under the company’s 2012 Share
Purchase Plan will be directed to this work at Tandarra.
Your company is committed to the full evaluation of Tandarra.
We are chasing a significant prize and will make sure that every
effort is undertaken in our investigation and exploration of this
potentially valuable gold project.
If we are successful and prove the economic viability of a mining
project, we have the skills and people to take Tandarra to the
next step. In developing a project, Navarre is committed to
working in harmony with the local communities who are our
hosts. We are strongly committed to managing our exploration
programs to cause minimal disruption to the local environment
and to the lives of our neighbours, and we believe we have done
this successfully with our programs to date.
There are a few important people to thank, especially our
focussed and committed workforce, led by our Managing Director Geoff McDermott. We recently appointed Wess Edgar
as our Exploration Manager. We are fortunate to have Wess on board as he has driven the exploration effort with
another Victorian gold miner, Castlemaine Goldfields, over recent years. Wess has extensive quartz reef experience with
near surface exploration on the Castlemaine goldfields and the deep underground Ballarat gold mine, where he was one
of the team that restarted this successful operation. I would also like to thank my fellow board members, John Dorward
and Colin Naylor for their commitment and our company secretary Jane Nosworthy. They are a small team and they
share my excitement about Tandarra and our other projects at Kingston and Black Range, which Geoff describes in his
report.
Figure 1: Bendigo North Gold Project location map
2
Navarre Minerals Limited
ABN 66 125 140 105
CHAIRMAN’S REPORT (cont.)
I would also like to thank the communities in which we are exploring for their support. In particular, I would like to thank
our farming neighbours at Tandarra and the people of the nearby town of Dingee who have assisted us during our drill
campaigns.
Lastly, I would like to thank our shareholders for their loyal support during our formative first year, with particular thanks
to those shareholders who have participated in our recent capital raisings (the 2011 Entitlement Issue and the 2012 Share
Purchase Plan). I also thank our largest shareholder, Crocodile Gold Corp., for help and encouragement with the
construction of a bulk sampling plant at Stawell. This plant will allow for the efficient treatment of bulk drill samples from
Tandarra and potentially from our other projects.
Navarre has made enormous progress in the past year to add value for the benefit of all shareholders and this has
occurred in an environment where global governments continue to wrestle with their fiscal difficulties by printing more
money which is always good for the gold price outlook. I look forward to seeing many of you at our annual meeting
where Geoff and the team will provide a detailed presentation on all our projects. The notice of meeting will reach you
shortly and I urge you to make the time available to attend.
Kevin Wilson
Chairman
3 October 2012
3
Navarre Minerals Limited
ABN 66 125 140 105
MANAGING DIRECTOR’S REVIEW OF OPERATIONS 2012
The Tandarra prospect, part of the Bendigo North group of gold projects, has continued to be the major focus of the
Company’s activities over the past year. An aggressive exploration program of geophysics and over 20,000 metres of air-
core, reverse circulation and diamond drilling on Tandarra has delivered good results for our shareholders. Our vision to
define a maiden mineral resource and to become a low-cost Victorian gold producer through exploration success is a step
closer to reality.
Much has been achieved over the course of the past year.
Bendigo North Group of Gold Projects
Tandarra prospect
The Tandarra prospect is a recent greenfields gold discovery under shallow cover, 40 kilometres north of the 22 million
ounce Bendigo Goldfield (Figure 2). The Company believes that Tandarra is part of a potential new goldfield emerging in
central Victoria with opportunities for open pit mining.
Navarre’s prime focus during 2012 was the execution of a major program of drilling and geophysics at Tandarra, which is
one of the largest greenfields gold exploration projects in Victoria. Since the successful July 2011 trial of leading-edge
geophysics to detect potential gold bearing quartz reef targets under cover, the Company has completed 67 line
kilometres of CSAMT geophysics resulting in the detection of 29 quartz reef targets for follow-up drill testing. To date, 14
of these quartz reef targets have been confirmed by scout and limited infill air-core drilling to contain gold mineralisation.
On 19 December 2011, the Company commenced reverse circulation (RC) resource evaluation drilling over two of the
shallowest and highest gold endowed lines of quartz reef intersected to date – namely, the Tomorrow and Macnaughtan
lines. This drilling, complemented with information from eight diamond holes, has outlined near surface high-grade gold
mineralisation contained within an expansive envelope of gold-bearing quartz stockwork veining. RC drilling, which is
more advanced on the Tomorrow line of reef, has now delivered significant results indicating shallow and potentially
economic gold mineralisation over a strike length of 850 metres from within a 2.5km zone previously established by air-
core drilling. The Company believes the project has potential for open cut mining and continues to work towards that
objective. Importantly, the Tomorrow line of reef, as well as the Macnaughtan line, remains open to both the north and
south of the current RC drilling. A selection of the best drill intersections, as announced previously include:
24.0m @ 2.5g Au/t from
4.0m @ 9.4g Au/t from
4.0m @ 9.2g Au/t from
8.0m @ 3.4g Au/t from
14.0m @ 1.5g Au/t from
11.0m @ 2.0g Au/t from
17.0m @ 1.2g Au/t from
29.1m @ 1.6g Au/t from
16.0m @ 1.1g Au/t from
12.0m @ 1.8g Au/t from
19.0m @ 1.1g Au/t from
18.0m @ 1.0g Au/t from
17.0m @ 1.1g Au/t from
8.0m @ 1.1g Au/t from
35.0m in RCT006, including 12.0m @ 4.9g Au/t
1.0m @ 33.6g Au/t
44.0m in RCT050, including
1.0m @ 30.9g Au/t
18.0m in RCT063, including
163.0m in RCT010, including
1.0m @ 24.0g Au/t
22.0m in RCT051
4.0m @ 4.5g Au/t
7.0m @ 2.2g Au/t
0.7m @ 28.6g Au/t
35.0m in RCT062, including
76.0m in RCT062, including
20.1m in DDT001, including
71.0m in RCT001, including 3.0m @ 4.3g Au/t
5.0m @ 3.9g Au/t
73.0m in RCT028, including
1.0m @ 7.5g Au/t
60.0m in RCT042, including
9.0m @ 1.8g Au/t
53.0m in RCT043, including
1.0m @ 10.8g Au/t
27.0m in RCT045, including
1.0m @ 7.3g Au/t
37.0m in RCT073, including
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Macnaughtan Line)
* All results are reported as down-hole lengths. See ASX release dated 26 July 2012 for complete table of results.
The Bendigo North tenements cover about 18 kilometres of the prospective regional Whitelaw Fault and to date the
Company has only partially tested about 3 kilometres of the strike length.
Preliminary 3D modelling of the Tandarra geology and mineralisation is helping determine the structure of the gold
bearing quartz mineralisation and also the mineralised trends on the Macnaughtan and Tomorrow lines that have been
missed by recent drilling and offer compelling targets for follow-up testing.
As announced to the ASX on 26 July 2012, the Company acquired a bulk sample treatment plant (Plant) for the purpose of
testing larger samples from the drill programs for contained gold at Tandarra. The Plant has been dismantled and will be
re-assembled on site at the Stawell Gold Mine, which is located near Stawell in western Victoria. The Plant will be
operated by Navarre personnel, but Stawell Gold Mines’ personnel will be made available to provide technical support
and maintenance services for the Plant, on a cost recovery basis.
4
Navarre Minerals Limited
ABN 66 125 140 105
MANAGING DIRECTOR’S REVIEW OF OPERATIONS 2012 (cont.)
On 5 September 2012, the Company announced an agreement with Crocodile Gold Corp., Navarre’s largest shareholder
and owner of the Stawell Gold Mine, to exchange Crocodile’s right to earn a majority interest in Tandarra for a 2% net
smelter royalty over future gold production. The Company also has the right to buy back 1% of the net smelter royalty for
$2 million within four years, which would reduce the royalty to 1%. This deal with Crocodile ensures that Navarre’s
shareholders enjoy the benefits of full ownership of the Tandarra prospect. Formal documentation of the agreement is
expected to be completed in the coming months.
The outlook for the Bendigo North group of gold projects is a continued effort to scope, delineate and develop the gold
bearing quartz reefs discovered at Tandarra with the aim of delivering a maiden mineral resource. Drilling at Tandarra is
scheduled to recommence in the fourth quarter of 2012.
Raydarra and Sebastian Gold Projects
On 20 February 2012, Navarre and Castlemaine Goldfields Limited (ASX Code: CGT) announced two farm-in agreements
covering the Raydarra and Sebastian Gold Projects, located between Tandarra and Bendigo (Figure 2). Under the terms of
the deal, Navarre may earn up to a 75% interest in the Projects. These farm-in deals fit Navarre’s strategy of increasing
the Company’s land position along the prospective regional Whitelaw Fault which is believed to be a major control on
gold accumulations in the Bendigo Goldfield.
The Company has undertaken a similar exploration approach to these properties as proved successful at defining
mineralised quartz reefs at Tandarra. Several potential gold bearing quartz reef targets have been identified for follow-up
air-core drill testing in the fourth quarter of 2012.
Landsborough Fault Gold Project (Kingston & Glendhu)
The Landsborough Fault is believed to be the major control on gold mineralisation in western Victoria. Navarre has a
dominant land position along the Landsborough Fault, a parallel fault
system to the nearby Stawell Fault which is considered to be one of the
regional controlling structures for over 6 million ounces of historic gold
production from the Stawell and Ararat Goldfields (Figure 2).
During the year Navarre completed 4,200
line kilometre airborne
magnetic survey, a trial program of CSAMT geophysics which detected a
300m wide resistive anomaly beneath the historic Kingston workings and
a 451 metre diamond drill program in 3 holes returning a best result of
16.9m at 5.5g of gold per tonne from a depth of 65.7m down-hole
including 3.1m at 29.5g Au/t (ASX release 24 January 2012).
In addition to follow-up of the high-grade intercepts and CSAMT targets,
the Company has identified possible repetitions of the Kingston style of
mineralisation for reconnaissance mapping and sampling prior to drill
testing.
Figure 2: Location of Navarre's mineral projects,
interpreted major mineral corridors, exposure of
basement rocks and extent of cover rock sequences
Exploration at Kingston is at an early stage; however, the project is close
to the operating Stawell Gold Mine which is owned by our largest
shareholder, Crocodile Gold Corp.
Black Range Base Metals Project
The Black Range Project incorporates a former Rio Tinto base metals and gold exploration prospect in the Grampians –
Stavely region of western Victoria (Figure 2). The project area contains about 60 strike kilometres of Cambrian age
volcanics that show geological similarities to the Mount Read Volcanics of northwest Tasmania, which are host to a
number of volcanic massive sulphide deposits such as Rosebery, Hellyer and Que River and the large Mt Lyell copper-gold
deposit.
A report reviewing the geology and exploration conducted on the Black Range Project has been received from the Centre
of Excellence in Ore Deposits at the University of Tasmania. The report, which synthesizes previous exploration data, will
be used to identify new exploration targets. The Company has commenced planning for a soil sampling program over
epithermal and porphyry copper style targets.
5
Navarre Minerals Limited
ABN 66 125 140 105
MANAGING DIRECTOR’S REVIEW OF OPERATIONS 2012 (cont.)
Share Purchase Plan 2012
On 10 September 2012, the Company announced a Share Purchase Plan (SPP) offer to shareholders to raise up to $2.5
million. The SPP allows eligible shareholders to subscribe for up to $15,000 worth of new shares in the Company at an
issue price of $0.15 each. Proceeds from the SPP will be applied to advancing the exploration effort on the Company’s
Bendigo North, Kingston and Black Range projects, and to meet ongoing working capital requirements. The SPP opened
on 11 September 2012 and is due to close on 5 October 2012.
In conjunction with the SPP, the Company announced the proposed issue of bonus options to shareholders who
participate in the SPP on the basis of one bonus option for every two new shares subscribed for under the SPP. The
Company intends to issue a disclosure document for the issue of the bonus options, containing full terms and conditions
of the bonus options, within the next 2 months.
Conclusion
In a little over a year since our initial discovery hole, Tandarra has demonstrated the potential for an exciting gold
discovery at a shallow depth on our Bendigo North property. The successful completion of an aggressive exploration
campaign during the 2011-2012 field season has resulted in the discovery of significant near surface gold mineralisation at
Tandarra. Resource evaluation drilling on two parallel lines of gold-bearing quartz reefs, which remain open to the north
and south, underlines the potential for this project to deliver the Company a maiden mineral resource. Definition of the
extent of these reefs will require further drill testing with the program able to be commenced in the second half of 2012.
The majority of the funds raised under the Company’s SPP will be directed to this program.
The coming year holds great promise for our shareholders and we look forward to keeping you informed through regular
market updates as our exploration programs progress.
Geoff McDermott
Managing Director
3 October 2012
6
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
The directors present their report together with the consolidated financial statements of the group comprising Navarre
Minerals Limited (variously the “Company”, “Navarre” and “Navarre Minerals”) and its subsidiary (together, the “Group”)
for the financial year ended 30 June 2012. Navarre Minerals is a company limited by shares, incorporated and domiciled
in Australia. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows:
1.
DIRECTORS
The names and details of the Company’s directors in office during the financial year and until the date of this report are as
follows. The directors were in office during the entire period unless otherwise stated.
Director
Designation &
independence
status
Qualifications, experience & expertise
Kevin Wilson
Chairman
BSc (Hons), ARSM, MBA
Appointed
30 April 2007
Non-executive
Non-independent1
Mr Wilson has over 30 years’ experience in the minerals and
finance industries. He was the Managing Director of Leviathan
Resources Limited, a Victorian gold mining company, from its
initial public offering in 2005 through to its sale in 2006. His
previous experience includes 8 years as a geologist with the Anglo
American Group in Africa and North America and 14 years as a
stockbroking analyst and investment banker with CS First Boston
and Merrill Lynch in Australia and USA.
Mr Wilson is currently Managing Director of Rey Resources
Limited, a coal development company listed on the ASX.
Directorships of
other listed
companies
Special
responsibilities
during the year
Rey Resources
Limited
(ongoing)
Chairman of the
Board
Chairman of the
Remuneration &
Nomination
Committee
Geoff
McDermott
Appointed
19 May 2008
Managing Director
BSc (Hons), MAIG
None
Executive
Mr McDermott has over 25 years’ industry experience working as
a geologist in surface and underground metalliferous mining
operations, in mineral exploration and as a consultant to the
minerals industry.
He has a broad range of international experience having worked
as a geologist in Canada, Fiji and Australia for companies such as
WMC and Rio Tinto and with the Government of the Northwest
Territories, Canada. From 2002 until 2007, Mr McDermott was
Chief Geologist and Group Geologist with MPI Mines Limited and
Leviathan Resources Limited.
Member of the
Remuneration &
Nomination
Committee
John Dorward
Director
BComm (Hons), GradDipAppFin, ACSA
Appointed
15 August 2008
Non-executive
Non-independent1
Mr Dorward was previously the Vice President Business
Development of Fronteer Gold Inc, a TSX listed gold and uranium
developer. Prior to joining Fronteer, he was CFO of Mineral
Deposits Limited where he was responsible for financing the
Sabodala Gold Project in Senegal, West Africa. Preceding this he
was CFO and Company Secretary of Leviathan Resources Limited
and Commercial Executive and Company Secretary of MPI Mines
Limited.
Before joining MPI Mines Limited, Mr Dorward had 8 years’
experience in the banking sector with a number of years spent in
a senior resource project finance role with BankWest.
Pilot Gold Inc.
(ongoing)
Member of the
Audit Committee
Member of the
Remuneration &
Nomination
Committee
Colin Naylor
Director
B.Bus (Acc), FCPA
None
Appointed
5 November 2010
Non-executive
Independent
Mr Naylor is currently Chief Financial Officer and Company
Secretary of oil and gas explorer, MEO Australia Limited. Before
joining MEO, Mr Naylor held a number of senior roles in major
resource companies, including Woodside Petroleum, BHP
Petroleum and Newcrest Mining. Mr Naylor also worked at MPI
Mines Limited and Leviathan Resources Limited as Financial
Controller.
Mr Naylor has previously been a member of the Victorian
Divisional Council of the CPA and a previous member of the
Group of 100 National Executive and Victorian State Chapter.
Chairman of the
Audit Committee
Member of the
Remuneration &
Nomination
Committee
1 See page 23 for information about director independence.
7
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
1.
DIRECTORS (cont.)
Interests in the shares and options of the company
As at the date of this report, the relevant beneficial and non-beneficial interests of each of the directors in the shares and
share options in the Company were:
K Wilson
G McDermott
J Dorward
C H Naylor
Ordinary
Shares
4,367,174
4,607,307
3,255,000
1,630,000
Options
250,000
1,500,000
200,000
200,000
The terms of the options are set out in Note 19 to the consolidated financial statements. Details, including fair value at
date of grant of the options granted to directors, are set out in the Remuneration Report.
2.
COMPANY SECRETARY
Mr Trevor Shard resigned and Ms Jane Nosworthy was appointed on 16 January 2012.
3.
DIVIDENDS
No dividend has been paid, provided or recommended during the financial year and to the date of this report (2011: nil).
4.
PRINCIPAL ACTIVITIES
The principal activities during the year were gold and base metals mineral exploration in Victoria, Australia.
The Company had 12 employees at 30 June 2012 including directors (2011: 7).
5.
REVIEW OF OPERATIONS
Environment, Health and Safety
The Group conducts exploration activities in Victoria. No mining activity has been conducted by the Group on its
exploration licences.
The Group’s exploration operations are subject to environmental and health and safety regulations under the various
laws of Victoria and the Commonwealth.
While exploration activities to date have had a low level of environmental impact, the Group has adopted a best practice
approach in satisfaction of the regulations of relevant government authorities.
Exploration Licences
During the year the Group maintained an active exploration program with the objective of identifying economic mineral
deposits. Exploration programs were undertaken at the Black Range, Kingston and Bendigo North projects located in
Victoria.
Exploration expenditure was $3,795,946 for the FY 2011 – 2012 reflecting an aggressive program of work to progress the
Bendigo North Tandarra prospect and also the Kingston and Black Range Projects. Much has been achieved over the
course of the past year and is summarised below:
8
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
5.
a.
REVIEW OF OPERATIONS (cont.)
Bendigo North Gold Project (Tandarra prospect)
Navarre’s prime focus during 2012 was the execution of a major program of drilling and geophysics at Tandarra involving
67 line kilometres of CSAMT geophysics and the completion of over 20,000 metres of drilling in 8 diamond holes, 100
reverse circulation (RC) holes and 126 scout air-core holes. Geophysics detected 29 quartz reef targets for follow-up drill
testing, of which 14 were confirmed by drilling to contain gold mineralisation.
RC resource evaluation drilling was undertaken over the Tomorrow and Macnaughtan lines of reef, two of the shallowest
and highest gold endowed lines of quartz reef identified. The drilling successfully outlined near surface high-grade gold
mineralisation contained within an expansive envelope of gold-bearing quartz stockwork veining. Potentially economic
gold mineralisation was outlined on the Tomorrow Line over a strike length of 850 metres from within a 2.5km zone
previously established by air-core drilling. The Company is working towards demonstrating the economic potential of an
open pit mine at this location. Importantly, the Tomorrow line of reef, as well as the Macnaughtan line, remains open to
both the north and south of the completed RC drilling.
Outstanding gold drill intersections reported from Tandarra during the year included:
24.0m @ 2.5g Au/t from
4.0m @ 9.4g Au/t from
4.0m @ 9.2g Au/t from
8.0m @ 3.4g Au/t from
14.0m @ 1.5g Au/t from
11.0m @ 2.0g Au/t from
17.0m @ 1.2g Au/t from
29.1m @ 1.6g Au/t from
16.0m @ 1.1g Au/t from
12.0m @ 1.8g Au/t from
19.0m @ 1.1g Au/t from
18.0m @ 1.0g Au/t from
17.0m @ 1.1g Au/t from
8.0m @ 1.1g Au/t from
35.0m in RCT006, including 12.0m @ 4.9g Au/t
1.0m @ 33.6g Au/t
44.0m in RCT050, including
1.0m @ 30.9g Au/t
18.0m in RCT063, including
163.0m in RCT010, including
1.0m @ 24.0g Au/t
22.0m in RCT051
4.0m @ 4.5g Au/t
7.0m @ 2.2g Au/t
0.7m @ 28.6g Au/t
35.0m in RCT062, including
76.0m in RCT062, including
20.1m in DDT001, including
71.0m in RCT001, including 3.0m @ 4.3g Au/t
5.0m @ 3.9g Au/t
73.0m in RCT028, including
1.0m @ 7.5g Au/t
60.0m in RCT042, including
9.0m @ 1.8g Au/t
53.0m in RCT043, including
1.0m @ 10.8g Au/t
27.0m in RCT045, including
1.0m @ 7.3g Au/t
37.0m in RCT073, including
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Tomorrow Line)
(Macnaughtan Line)
* All results are reported as down-hole lengths. See ASX release dated 26 July 2012 for complete table of results.
Preliminary 3D models of the Tandarra geology and mineralisation have helped determine the structure and geometry of
the gold bearing quartz mineralisation and also the mineralised trends for follow-up drill evaluation during the 2012/2013
field season.
Drilling at Tandarra is scheduled to recommence in the fourth quarter of 2012.
b.
Raydarra and Sebastian Gold Projects
On 20 February 2012 Navarre and Castlemaine Goldfields Limited (ASX Code: CGT) announced two farm-in agreements
covering the Raydarra and Sebastian Gold Projects, located between Tandarra and Bendigo. Under the terms of the deal,
Navarre may earn up to a 75% interest in the Projects. These farm-in deals fit Navarre’s strategy of increasing the
Company’s land position along the prospective regional Whitelaw Fault which is believed to be a major control on gold
accumulations in the Bendigo Goldfield and at Tandarra.
c.
Landsborough Fault Gold Project (Kingston & Glendhu)
At Kingston the Company completed a 4,200 line kilometre airborne magnetic survey, a trial program of CSAMT
geophysics which detected a 300m wide resistive anomaly beneath the historic Kingston workings and a 451 metre
diamond drill program in 3 holes returning a best result of 16.9m at 5.5g of gold per tonne from a depth of 65.7m down-
hole including 3.1m at 29.5g Au/t (ASX release 24 January 2012).
In addition to follow-up of the high-grade intercepts and CSAMT targets, the Company has identified possible repetitions
of the Kingston style of mineralisation for reconnaissance mapping and sampling prior to drill testing.
In April 2012, the Company was granted exploration licence EL 5380 (Glendhu), covering 185 square kilometres of the
Landsborough Fault adjoining the southern end of the Kingston Gold Project. The Landsborough Fault is believed to be a
major control on gold mineralisation and a parallel fault system to the nearby Stawell Fault which is considered to be the
controlling structure for over 6 million ounces of historic gold production from the Stawell and Ararat Goldfields.
9
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
5.
d.
REVIEW OF OPERATIONS (cont.)
Black Range Base Metals Project
A review of the geology and exploration conducted on the Black Range Project was undertaken on behalf of the Company
by the Centre of Excellence in Ore Deposits at the University of Tasmania. A report, which synthesizes previous
exploration data was received and will be used to identify new exploration targets.
Corporate
In August 2011, Navarre raised $3,210,198 (before transaction costs of $227,643) from issuing 13,957,381 shares in a fully
underwritten 1 for 3 non–renounceable entitlement offer at $0.23 per share. The funds have been used to accelerate the
Group’s exploration program at its Bendigo North Project.
Results for the year
The net loss for the financial year, after provision for income tax, was $843,061 (2011: loss after tax of $945,122).
Review of Financial Condition
At balance date the Group held cash and cash equivalents of $1,505,134. During the year the Group decreased the cash
balance by $1,195,869 following net capital raisings of $2,977,737 and interest received of $197,732 which was used to
meet exploration and capital cash outflows of $3,775,831 and corporate costs of $595,507.
6.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Significant changes in the affairs of the Group during the financial year were as follows:
(a)
(b)
Total equity increased to $6,130,495 from $3,832,599 an increase of $2,297,896. The movement was mainly due
to net equity injections totalling $2,982,555 partly offset by the net loss of $843,061.
During the year the Group raised $3,210,198 before costs following the completion of a fully underwritten 1 for 3
non-renounceable entitlement offer at $0.23 per share. On 26 August 2011, 13,957,381 new shares were allotted,
pursuant to the entitlement offer.
(c)
On 25 November 2011, the Annual General Meeting of shareholders approved the following resolutions:
The issue of 650,000 options over unissued ordinary shares in the capital of the Company under the
Company’s Option Plan to directors of the Company; and
The appointment of RSM Bird Cameron Partners as the new auditor of the Group.
(d)
(e)
(f)
On 16 January 2012, Jane Nosworthy was appointed Company Secretary replacing Trevor Shard and, on the same
date, the Company’s corporate and registered office was relocated to 40 – 44 Wimmera Street Stawell Victoria,
Australia.
On 20 February 2012, Navarre and Castlemaine Goldfields Limited (ASX Code: CGT) announced execution of two
farm-in agreements covering the Raydarra and Sebastian Gold Projects, located between Tandarra and Bendigo.
Under the terms of the deal, Navarre may earn up to a 75% interest in these projects.
On 2 May 2012, Navarre incorporated Black Range Metals Pty Ltd as an entity for the purpose of holding the
Group’s interests in base metal properties.
10
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
7.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
Significant changes in the affairs of the Group after the balance date are as follows:
(a)
(b)
On 6 July 2012, 233,333 unlisted Navarre options lapsed as a result of an employee ceasing employment with the
Company.
On 16 July 2012, the Company announced the appointment of Mr Wessley Edgar as Exploration Manager, effective
13 August 2012. Mr Edgar’s appointment coincides with the departure of the Chief Geologist who ceased
employment with the Company on 6 July 2012.
8.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
During the course of the next financial year, the Group will continue its mineral exploration activities and will investigate
additional resource opportunities in which the Group may wish to participate.
9.
SHARE OPTIONS
Options granted to directors and executives of the Company
There were 250,000 share options granted by the Company to senior managers of the Company and 650,000 share
options granted to the Non-Executive Directors of the Company during the financial year.
Unissued shares under options
At the date of this report, unissued ordinary shares of the Company under option are:
Expiry Date
Exercise Price
Number of Shares
31 December 2014
31 December 2014
31 December 2016
12 May 2017
$0.20
$0.25
$0.30
$0.25
1,500,000
650,000
150,000
66,667
All options expire on the earlier of their expiry date or termination of the employee’s employment. In addition, the ability
to exercise the options is conditional on meeting the vesting conditions. These options do not entitle the holder to
participate in any share issue of the Company.
Shares issued on the Exercise of Compensation Options
During or since the end of the financial year, there has been no issue of ordinary shares as a result of the exercise of
options.
10.
INDEMNIFICATION AND INSURANCE OF DIRECTORS
The Company paid a premium in respect of a contract insuring all directors of the Company against legal costs incurred in
defending proceedings as permitted by Section 199B of the Corporations Act 2001.
11
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
11.
BOARD AND COMMITTEE MEETINGS
The following table sets out the members of the Board of Directors and the members of the Committees of the Board, the
number of meetings of the Board and of the Committees held during the year and the number of meetings attended
during each director’s period of office.
Board of Directors
Audit Committee
Remuneration &
Nomination Committee
A
B
A
10
10
10
10
B
10
10
10
10
K Wilson
G McDermott
J Dorward
C H Naylor
A – Number of meetings attended
B – Number of meetings held during the time the director held office during the year
5
5
5
5
A
3
3
3
3
B
3
3
3
3
12.
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
The directors have received the independence declaration from the auditor, RSM Bird Cameron Partners, set out on page
13.
Non Audit Services
There were no non audit services provided during the year by Auditor RSM Bird Cameron Partners.
12
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
13.
REMUNERATION REPORT (Audited)
The Remuneration Report for the year ended 30 June 2012 outlines the remuneration arrangements of the Company, in
accordance with Section 300A of the Corporations Act 2001 and its regulations.
The information provided in this Remuneration Report has been audited as required by Section 308(3C) of the
Corporations Act 2001. This Remuneration Report forms part of the Directors’ Report.
The Remuneration Report details the remuneration arrangements for Key Management Personnel (“KMP”), who are
defined as those persons having authority and responsibility for planning, directing and controlling the activities of the
Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.
13.1 Key Management Personnel for the year ended 30 June 2012
Directors
K Wilson
G McDermott
J Dorward
C H Naylor
Executives
Chairman (non-executive)
Managing Director
Director (non-executive)
Director (independent non-executive)
S Harper
J Nosworthy
Chief Geologist (resigned 06 July 2012)
Company Secretary (appointed 16 January 2012)
Consultants holding key management positions
T Shard
Company Secretary (resigned 16 January 2012)
13.2 Board oversight of remuneration
The policy for determining the nature and amount of remuneration for directors and executives is set by the Board of
Directors as a whole. The Board established a Remuneration and Nomination (R&N) Committee to provide the Board
with a regular, structured opportunity to focus on remuneration and nomination issues. All directors of the Company,
including the Managing Director, are members of the R&N Committee. Any potential for, or perception of, conflict of
interest resulting from the Managing Director’s membership of the R&N Committee is addressed by ensuring that the
Managing Director withdraws from committee meetings during any discussion of his remuneration arrangements or
performance, and takes no part in the discussion or decision-making process in relation to such matters.
The Board may obtain professional advice when appropriate to ensure that the Company attracts and retains talented
and motivated directors and employees who can enhance Company performance through their contributions and
leadership.
13.3 Non-executive director remuneration arrangements
The Board seeks to set non-executive director remuneration at a level that provides the Company with the ability to
attract and retain directors of high calibre, at a cost acceptable to shareholders.
The amount of aggregate remuneration approved by shareholders and the fee structure for non-executive directors is
reviewed annually by the Board against fees paid to non-executive directors of comparable companies.
The Company’s Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors
must be determined from time to time by members in a general meeting. An amount not exceeding the amount
determined is then divided between the directors as agreed. The maximum aggregate annual remuneration for non-
executive directors is currently set at $300,000 per annum. Any increase in this amount will require shareholder approval
at a general meeting.
14
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
13.
REMUNERATION REPORT (Audited) (cont.)
13.3 Non-executive director remuneration arrangements (cont.)
Non-executive directors are remunerated at marketplace levels by way of fixed fees, in the form of cash and statutory
superannuation contributions, and options issued through the Navarre Minerals Limited Option Plan (“NMLOP”). The
Chairman, Mr Wilson, receives a base fee of $40,000 per annum (excluding statutory superannuation) and the other non-
executive directors receive $30,000 per annum (excluding statutory superannuation).
In addition, the directors are entitled to be paid all travelling and other expenses they incur in attending to the Company’s
affairs, including attending and returning from general meetings of the Company or meetings of the Board or of
committees of the Board. No additional remuneration is paid to directors for service on board committees or on the
board of the wholly owned subsidiary.
The non-executive directors have no leave entitlements and do not receive any retirement benefits, other than statutory
superannuation and salary sacrifice superannuation (if directors wish to exercise their discretion to make additional
superannuation contributions by way of salary sacrifice).
The remuneration of the Company’s non-executive directors for the year ended 30 June 2012 and 30 June 2011 is
detailed in Table 1 and Table 2 of this Remuneration Report.
13.4 Executive remuneration arrangements
The Company aims to reward executives with a level and mix of remuneration commensurate with their position and
responsibilities within the Company and so as to:
ensure total remuneration is competitive by market standards;
reward executives for exceptional individual performance; and
align the interests of executives with those of shareholders.
Executive remuneration consists of fixed remuneration and, where appropriate, variable (at risk) remuneration.
Fixed remuneration
The base salaries of the Managing Director and other executives are fixed. Fixed remuneration is set at a market
competitive level, taking into account an individual’s responsibilities, performance, qualifications and experience, and
current market conditions in the mining industry. Base salaries are reviewed annually, but executive contracts do not
guarantee any increases in fixed remuneration.
Executives receive statutory superannuation from the Company and may, in their discretion, make additional
superannuation contributions by way of salary sacrifice.
The fixed component of executives’ remuneration is detailed in Table 1 and Table 2 of this Report.
Variable/at risk remuneration
The performance of executives is measured against criteria agreed annually with each executive and is based
predominantly on the overall success of the Company in achieving its broader corporate goals. Variable remuneration is
linked to predetermined performance criteria.
Short term incentives
A short term incentive was approved by the Board (excluding the Managing Director) for the Managing Director for
calendar year 2011, structured as a cash payment of up to $50,000, with the amount paid to be determined based on
achievement of certain key performance indicators (KPIs). The KPIs comprised performance measures related to delivery
of the drill program set out in the Company’s prospectus. Following a review in March 2012 of the performance of the
Managing Director against these KPIs, the Board (excluding the Managing Director) determined that the Managing
Director had achieved the agreed KPIs and, accordingly, the Board (excluding the Managing Director) approved a cash
payment of $50,000 to the Managing Director.
15
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
13.
REMUNERATION REPORT (Audited) (cont.)
13.4 Executive remuneration arrangements (cont.)
A short term incentive has been approved by the Board (excluding the Managing Director) for the Managing Director for
calendar year 2012, structured as a cash payment of up to $60,000, with the amount paid to be determined based on
achievement of agreed KPIs. The KPIs comprise performance measures in relation to:
health and safety, because the Company regards the safety of its people as a major priority; and
delivery of drill programs and exploration success, because these are key drivers of shareholder value.
The Managing Director’s performance against these KPIs will be assessed by the R&N Committee (excluding the Managing
Director) in January 2013.
Long term incentives
The Company considers the retention of high calibre staff to be essential to the growth and success of the Company.
Executives are eligible to participate in the NMLOP, which is used to provide long term performance and retention
incentives, as appropriate, in the form of the grant of share options over unissued shares in the Company.
Long term performance and retention incentives were adopted for the Managing Director for calendar year 2011. The
Managing Director was eligible for the grant of up to 500,000 options, with the actual number of options granted to be
determined based on achievement of certain KPIs. The KPIs related to improvement in the Company’s share price relative
to the listing price of 20 cents per share, tested on the basis of the volume weighted average price of the Company’s
shares in December 2011. Following a review in March 2012 of the performance of the Managing Director against these
KPIs, the Board (excluding the Managing Director) determined that the KPIs had been met. Accordingly, the Board
(excluding the Managing Director) approved the grant of 500,000 options to the Managing Director, subject to
shareholder approval, which will be sought at the Company’s Annual General Meeting in 2012.
Long term performance and retention incentives have also been adopted for the Managing Director for calendar year
2012. The Managing Director is eligible for the grant of up to 500,000 options (250,000 as a long term performance
incentive and 250,000 as a long term retention incentive). The actual number of options granted will be determined
based on achievement of certain KPIs. The KPIs relate to improvement in the Company’s share price during the 2012
calendar year, relative to the prevailing share price when the KPIs were set by the Board (excluding the Managing
Director) in March 2012, tested on the basis of the volume weighted average price of the Company’s shares in December
2012 (in the case of the 250,000 performance options) or the Company’s share price on 31 December 2012 (in the case of
the 250,000 retention options). The Managing Director will be eligible to receive half (125,000) of the performance
options if the VWAP of the Company’s shares in December 2012 is 30 cents or higher, and he will be eligible to receive the
other half (125,000) if the VWAP is 35 cents or higher. The Managing Director will be eligible to receive half (125,000) of
the retention options if the Company’s share price on 31 December 2012 is 30 cents or higher, and he will be eligible to
receive the other half (125,000) if the share price on 31 December 2012 is 35 cents or higher. These target prices are
higher than the prevailing share price of the Company of 26 cents per share when the KPIs were set, and therefore
provide an incentive. Shareholder approval for the grant of these options will be sought at the Company’s 2012 AGM. If
shareholder approval is obtained, the Managing Director’s performance against the KPIs applicable to these options will
be assessed by the Board (excluding the Managing Director) in January 2013 and, if the KPIs have been met, the options
will be granted shortly thereafter.
During the financial year, other executives and senior employees have been granted options which have time-based
vesting conditions, therefore requiring them to remain employed with the Company through to the vesting date of the
options.
See page 20 for details of options granted to the Managing Director and other key management personnel during the
financial year.
The Company prohibits executives from entering into arrangements to protect the value of unvested share options. The
prohibition includes entering into contracts to hedge their exposure to options awarded as part of their remuneration
package.
16
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
13.
REMUNERATION REPORT (Audited) (cont.)
13.4 Executive remuneration arrangements (cont.)
Consultants
Subject to the exception noted below, the Managing Director approves the terms and conditions of consultants’
contracts, including fees, taking into account market conditions for the services that are provided. Consulting contracts do
not include any guaranteed fee increases.
In the case of Mr Dorward’s consulting contract with the Company, the terms and conditions of the contract were
approved by the Board (excluding Mr Dorward).
13.5 Executive Contractual Arrangements
Remuneration arrangements for Key Management Personnel are formalised in service agreements. Details of these
contracts are provided below.
Managing Director
-
-
-
-
-
-
Mr Geoff McDermott entered into an executive service agreement dated 10 December 2010 which contains the
following major terms:-
Term: From 31 March 2011 until either the Company or Mr McDermott terminates the agreement.
Notice: The Company may terminate the agreement at any time by giving six months’ notice in writing. Mr
McDermott may terminate the agreement at any time by giving six months’ written notice to the Company or on
one month’s written notice to the Company if a ‘fundamental change’ to his employment occurs or the Company
has failed to remedy a notified breach of its obligations under the agreement. The Company may immediately
terminate the agreement by giving written notice if serious misconduct has occurred. The Company may elect to
pay Mr McDermott in lieu of part or all of any notice period.
Base salary: From 1 April 2012, Mr McDermott’s total fixed remuneration is $245,936 per annum (plus statutory
superannuation). This is reviewed by the R&N Committee (excluding the Managing Director) at the completion of
each twelve months of service.
Short-term incentive: Mr McDermott is eligible to receive an annual short-term incentive payment on terms
decided by the Board (excluding the Managing Director). For calendar year 2012, the maximum short-term
incentive payment that Mr McDermott is eligible to receive is $60,000.
Long-term incentive: Subject to receiving any required or appropriate shareholder approval, Mr McDermott is
eligible to participate in the Company’s long-term incentive arrangements (as amended or replaced) on terms
decided by the Board. For calendar year 2012, the maximum number of options that may be granted to Mr
McDermott by way of long-term incentives is 500,000, depending on the achievement of KPIs as approved by the
Board.
Termination payments: Mr McDermott is not entitled to a lump sum payment on termination of his employment
by the Company, other than any amount paid to Mr McDermott in lieu of notice. If Mr McDermott resigns within
six months of a ‘fundamental change’, Mr McDermott is entitled to a lump sum payment equivalent to the total
fixed remuneration paid to Mr McDermott in the six months prior to his resignation.
Other Executives
All executives have standard employment agreements. The Company may terminate the executive’s employment
agreement by written notice (ranging from four weeks to three months’ notice) or providing payment in lieu of the
notice period (based on the fixed component of the executive’s remuneration). The Company may terminate the
agreement at any time without notice if serious misconduct has occurred. The executive may terminate the
agreement by written notice to the Company (ranging from four weeks to three months’ notice). On cessation of
employment, any options that have not vested will be forfeited and any options that have vested must be
exercised within 90 days or will be forfeited.
17
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
13.
REMUNERATION REPORT (Audited) (cont.)
13.5 Executive Contractual Arrangements (cont.)
Consultants
Prior to the change of Company Secretary on 16 January 2012, RMDSTEM Limited provided the services of Mr
Trevor Shard as Company Secretary, for which RMDSTEM Limited received a fee of $1,600 per day. The agreement
has been terminated.
13.6 Remuneration of Key Management Personnel of the Company
Table 1: Remuneration for the year ended 30 June 2012
Short term
Post Employment
Share-
based
Payment
Long term
Total
Performance
Related
$
70,282
104,045
54,045
228,372
%
38.0
20.5
39.5
30.4
367,238
31.1
159,987
47,937
19,899
595,061
823,433
9.7
8.0
-
22.5
24.7
-
-
-
-
-
-
-
-
-
-
Directors
fees
$
40,000
30,000
20,275
Salary
$
-
50,000
-
90,275
50,000
Non– executive directors
K Wilson
J Dorward**
C H Naylor
Sub-total
non-executive
directors
Executive director
G McDermott
STI cash
bonus
$
Superannuation
benefits
$
*Option
plan
$
Long service
leave
$
-
-
-
-
3,600
2,700
12,425
26,682
21,345
21,345
18,725
69,372
-
227,928
50,000
25,000
64,310
Other key management personnel
S Harper
J Nosworthy
-
-
132,150
40,446
Other key management personnel – consultants
T Shard***
Sub-total executive
KMP
-
-
19,899
420,423
TOTAL
90,275
470,423
-
-
-
50,000
50,000
12,275
3,640
15,562
3,851
-
-
40,915
59,640
83,723
153,095
* Refer Note 19 to the consolidated financial statements for fair value calculation of options.
** Includes fees paid/payable for consulting services provided by entities of the director. Refer to Note 18 for details.
*** Represents fees paid/payable for services provided by entities of the consultant.
18
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
13.
REMUNERATION REPORT (Audited) (cont.)
13.6 Remuneration of Key Management Personnel of the Company (cont.)
Table 2: Remuneration for the year ended 30 June 2011
Short term
Post Employment
Long term
Total
Share-based
Payment
Performance
Related
Directors
fees
$
Salary
$
Superannuation
benefits
$
Option
plan
$
Long service
leave
$
Non - executive directors
K Wilson *
J Dorward *
C H Naylor *
Sub-total
non-executive
directors
Executive director
G McDermott
26,667
-
-
26,667
-
-
-
-
2,400
21,800
21,800
46,000
-
-
-
-
-
58,222
5,240
22,769
Other key management personnel
S Harper
-
23,167
2,085
2,147
Other key management personnel - consultants
T Shard **
Sub-total executive
KMP
-
-
32,936
114,325
TOTAL
26,667
114,325
* Fees were payable from 1 November 2010
-
-
7,325
53,325
24,916
24,916
** Represents fees paid/payable for services provided by entities of the consultant
13.7
Remuneration Mix
-
-
-
-
-
-
-
-
-
$
29,067
21,800
21,800
72,667
86,231
27,399
32,936
146,566
219,233
%
-
-
-
-
26.4
7.8
-
17.0
11.4
The Company’s executive remuneration is structured as a mix of fixed annual remuneration and variable ‘at risk’
remuneration. The mix of these components varies for different management levels.
Table 3: Relative proportion and components of total remuneration packages for the year ended 30 June 2012
% of Total Remuneration
Performance-based remuneration
Fixed remuneration
%
Short Term Incentive
%
Long Term Incentive
%
Directors
K Wilson
G McDermott
J Dorward
C H Naylor
Executives
S Harper
J Nosworthy
-
16.5
-
-
-
-
44.3
-
25.1
45.9
11.4
29.7
55.7
83.5
74.9
54.1
88.6
70.3
19
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
13.
REMUNERATION REPORT (Audited) (cont.)
13.8 Equity instruments
Table 4: Options granted, vested and lapsed during the year
Number of
options
granted
during 2012
Grant date
Fair value
per option
at grant
date ($)
Exercise
price per
option ($)
Expiry Date
Vest Date
Number of
options
vested
during 2012
Number of
options
lapsed
during 2012
Directors
K Wilson
K Wilson
J Dorward
J Dorward
C H Naylor
C H Naylor
G McDermott
Executives
S Harper
S Harper
S Harper
J Nosworthy
J Nosworthy
J Nosworthy
S Harper
125,000
125,000
100,000
100,000
100,000
100,000
-
33,333
33,333
33,334
33,333
33,333
33,333
-
25 Nov 11
25 Nov 11
25 Nov 11
25 Nov 11
25 Nov 11
25 Nov 11
0.1387
0.1387
0.1387
0.1387
0.1387
0.1387
19 Mar 12
19 Mar 12
19 Mar 12
19 Mar 12
19 Mar 12
19 Mar 12
0.1754
0.1867
0.1963
0.1754
0.1867
0.1963
0.25
0.25
0.25
0.25
0.25
0.25
0.30
0.30
0.30
0.30
0.30
0.30
31 Dec 14
31 Dec 14
31 Dec 14
31 Dec 14
31 Dec 14
31 Dec 14
31 Dec 16
31 Dec 16
31 Dec 16
31 Dec 16
31 Dec 16
31 Dec 16
31 Dec 11
31 Dec 12
31 Dec 11
31 Dec 12
31 Dec 11
31 Dec 12
31 Dec 11
1 Jan 13
1 Jan 14
1 Jan 15
1 Jan 13
1 Jan 14
1 Jan 15
12 May 12
125,000
-
100,000
-
100,000
-
500,000
-
-
-
-
-
-
66,667
-
-
-
-
-
-
-
-
-
-
-
-
-
-
All options expire on the earlier of their expiry date or termination of the employee’s employment. These options do not
entitle the holder to participate in any share issue of the Company.
Table 5: Shares issued on exercise of options
There was no exercise of compensation options during the reporting period.
Table 6: Value of options granted, exercised and lapsed during the year
Value of options granted
during the year
$
Value of options exercised
during the year
$
Value of options lapsed
during the year
$
34,686
27,749
27,749
18,613
18,613
-
-
-
-
-
-
-
-
-
-
Directors
K Wilson
J Dorward
C H Naylor
Executives
S Harper
J Nosworthy
For details on the valuation of options, including models and assumptions used, please refer to Note 19 to the
consolidated financial statements.
20
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2012
13.
REMUNERATION REPORT (Audited) (cont.)
13.9 Company performance
The remuneration of executives and consultants is not linked to financial performance measures of the Company, with
the exception of the Managing Director (who has long-term incentives linked to improvements in the Company’s share
price over the course of the calendar year).
In accordance with Section 300A of the Corporations Act 2001, the following table summarises Navarre’s performance
in the financial year ended 30 June 2012 (the first full financial year of the Company since its listing in March 2011):
Net profit/(loss) - $000
Basic earnings/(loss) per share – cents per share
Share price at the beginning of year - $
Share price at end of year - $
Dividends per share – cents
2012
(843)
(1.57)
0.26
0.15
Nil
Signed in accordance with a resolution of the Directors made pursuant to s298(2) of the Corporations Act 2001.
On behalf of the Directors
G McDermott
Managing Director
Melbourne, 4 September 2012
21
Navarre Minerals Limited
ABN 66 125 140 105
CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
The Board and management are committed to good corporate governance and recognise the eight core principles
contained in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations with 2010
amendments (“ASX Principles”). The Board assesses the compliance of the Company with the ASX Principles and, in
accordance with ASX Listing Rule 4.10.3, reports the extent of the Company’s compliance with the ASX Principles.
Additional information about the Company's corporate governance practices and policies is set out on the Company's
website at www.navarre.com.au.
CORPORATE GOVERNANCE DISCLOSURES
Principle 1 – Lay solid foundations for management and oversight
Companies should establish and disclose the respective roles and responsibilities of board and management.
Board Role and Responsibilities
The Board’s primary role is to set the Company’s values, direction, strategies and financial objectives and to ensure
effective monitoring of corporate performance, capabilities and management of risk consistent with creating shareholder
value and maintaining effective corporate governance. The Board is also responsible for the appointment, and for
monitoring the performance, of the Managing Director.
The Board operates in accordance with the Company’s Constitution and has adopted a Board charter which outlines a
framework for the Board’s operation, the matters reserved to the Board and the functions delegated to management.
The charter is available on the Company’s website.
Management Role and Responsibilities
Responsibility for the operation and administration of the Company and the implementation of the corporate strategy
and budgets approved by the Board is formally delegated by the Board to the Managing Director, who is supported by a
small team of executives. The performance of the Managing Director is reviewed at least annually and includes
agreement on key performance measures for the following year. In March 2012, the Board assessed the performance of
the Managing Director against his agreed key performance measures for 2011 and agreed his key performance measures
for 2012, and the Chairman conducted a performance review with the Managing Director.
Newly appointed executives receive formal employment contracts describing their terms of appointment, duties, rights
and responsibilities. The Managing Director conducts annual performance reviews for the executives reporting directly
to him. The Managing Director completed performance reviews for his direct reports in December 2011.
Principle 2 – Structure the Board to add value
Companies should have a board of an effective composition, size and commitment to adequately discharge its responsibilities and
duties.
Board Composition and Expertise
At the date of this report, the Board comprises a non-executive chairman, two non-executive directors and the Managing
Director. The roles of chairperson and managing director are not exercised by the same individual. A profile of each
director is set out in the Directors’ Report. The Board aims to ensure that it has a mix of skills and capabilities among its
members, including technical skills, business development experience and financial management experience. The Board
considers that the directors collectively bring the range of skills, knowledge and experience necessary to direct the
Company. The size and composition of the Board, and its mix of skills and capabilities, is expected to change as the
Company evolves.
22
Navarre Minerals Limited
ABN 66 125 140 105
CORPORATE GOVERNANCE STATEMENT
Director Independence
A director is regarded as independent if that director is independent of management and free of any business or other
relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the
exercise of their unfettered and independent judgment. When determining the independent status of a director, the
Board has regard to the existence of any of the relationships listed in Box 2.1 of the ASX Principles.
Mr Kevin Wilson and Mr John Dorward, are not regarded as independent under the guidelines in Principle 2, as each of
them is, or is an officer of, or otherwise associated directly with, a substantial shareholder of the Company. Mr Dorward
also provides consulting services to the Company in relation to business development, although these are not in
themselves considered to be material. Accordingly, the Company does not meet Recommendation 2.1 of the ASX
Principles (a majority of the board should be independent directors) or Recommendation 2.2 (the chair should be an
independent director). Despite this, the Board considers that its composition is appropriate for the size and scale of the
Company and its activities, and that the Company benefits from Mr Wilson’s and Mr Dorward’s long-standing experience
in the resources and finance industries. Mr Wilson and Mr Dorward also consider that they bring quality, independent
judgment to bear on all relevant issues falling within the scope of the role of chairman and non-executive director
(respectively), notwithstanding their substantial interests in shares of the Company.
As the Company evolves, the Board will consider the appointment of additional independent directors when appropriate.
Remuneration and Nomination Committee
The Board has established a Remuneration and Nomination (R&N) Committee to provide the Board with a regular,
structured opportunity to focus on remuneration and nomination issues. The role and responsibilities of the Committee
are set out in the Committee’s Charter, which is available on the Company’s website. The Committee is chaired by Mr
Kevin Wilson. Given the size of the Board, all members of the Board are members of the R&N Committee. The Directors’
Report sets out the attendance of directors at meetings of the R&N Committee.
Recommendations for nomination of new directors are considered by the R&N Committee and approved by the Board as
a whole.
Retirement and Re-election of Directors
The Company’s Constitution states that at each annual general meeting, one third of the Company’s non-executive
directors cease to hold office. Directors who retire as required may offer themselves for re-election by shareholders.
Any director appointed to fill a casual vacancy since the date of the previous annual general meeting must also submit
themselves to shareholders for election at the next annual general meeting.
Board Performance Evaluation
In May 2012, the Board conducted the first assessment since the Company’s listing of the performance of the Board and
its committees. Directors completed an agreed questionnaire, the results of which were confidentially summarised and
distributed, and were then discussed at a meeting of the R&N Committee. An action plan to address areas for
development has been formulated. The Board intends to use the same procedure for its next annual assessment of its
performance, but will also include an assessment of the performance of individual directors.
Professional Advice
In accordance with the Board Charter, each director has the right to seek independent professional advice to assist them
to carry out their duties as directors, at the expense of the Company, after consultation with the Chairman.
All directors also have direct access to the management of the Company, including the Company Secretary.
23
Navarre Minerals Limited
ABN 66 125 140 105
CORPORATE GOVERNANCE STATEMENT
Principle 3 – Promote ethical and responsible decision-making
Companies should actively promote ethical and responsible decision-making.
Code of Conduct
The Board has adopted a Code of Conduct that sets the standard of ethical behaviour required of the Company’s
directors and employees. The Code of Conduct is posted on the Company’s website. Failure to comply with the Code of
Conduct may result in the Board requiring the resignation of any director or employee who breaches the Code.
Diversity
The Board has also adopted a Diversity Policy, which is available on the Company’s website. This policy affirms the
Board’s commitment to workplace diversity for the Company (including gender diversity). It includes requirements for
the Board to establish measureable objectives for achieving gender diversity and for the Board to assess annually both
the objectives and progress in achieving them.
The Board reports that the Company’s workforce, although small, includes significant female participation at all levels.
As at 30 June 2012, 45% of the Company’s employees (inclusive of permanent and casual staff) were women, including
three of four direct reports to the Managing Director.
The Company’s objective is to maintain a significant level of female participation in the Company’s workforce at all levels,
with a particular emphasis on gender diversity in technical roles. Given the size of the Company and the challenges of
recruiting appropriately qualified staff in a regional area, the Board considers it unrealistic to commit to a specific level of
female participation in the Company’s workforce on an ongoing basis. However, the Board supports measures to attract
women to the Company, including continuing to offer flexible work arrangements and setting out clear expectations of
behaviours for employees that foster a supportive and inclusive work environment.
There are no female members of the Board at the date of this report. If a vacancy arises or the Board is expanded in
future, the Board will consider a diverse range of candidates who will be assessed on merit based on their judgment,
skills, experience with business and other organisations of a comparable size, the interplay of the candidate’s experience
with the experience of other Board members and the extent to which the candidate would be a desirable addition to the
Board and its committees.
Principle 4 – Safeguard integrity in financial reporting
Companies should have a structure to independently verify and safeguard the integrity of their financial reporting.
Audit Committee
The Board has an Audit Committee. Its role and responsibilities are set out in its charter, which is posted on the
Company’s website. The Committee is chaired by Mr Naylor, who is an independent non-executive director with
substantial accounting/financial experience. The other committee member is Mr Dorward, a non-executive director with
substantial finance and industry experience. The qualifications of Mr Naylor and Mr Dorward and their attendance at
meetings are described in detail in the Directors’ Report. The Audit Committee met five times during the year as stated
in the Directors’ Report.
The structure of the Audit Committee meets Recommendation 4.2 of the ASX Principles insofar as it consists only of non-
executive directors and is chaired by an independent chair who is not chair of the Board. It does not meet
Recommendation 4.2 insofar as it does not consist of a majority of independent directors and does not have at least
three members. Nonetheless, the Board considers that the size of the Audit Committee is appropriate, in light of the
current size of the Board and the current size and stage of development of the Company, and that Messrs Naylor and
Dorward have the appropriate expertise to discharge their duties as committee members.
24
Navarre Minerals Limited
ABN 66 125 140 105
CORPORATE GOVERNANCE STATEMENT
External Auditor Relationship
The Company’s independent external auditor is RSM Bird Cameron Partners. RSM Bird Cameron Partners was appointed
by shareholders at the 2011 Annual General Meeting in accordance with the Corporations Act. The Audit Committee
oversees the terms of engagement of the Company’s external auditor, including provisions directed at maintaining the
independence of the external auditor and in assessing whether the provision of any proposed non-audit services by the
external auditor is appropriate. The Company requires the rotation of the external audit engagement partner at least
every five years.
Principle 5 – Make timely and balanced disclosure
Companies should promote timely and balanced disclosure of all material matters concerning the company.
The Company has an obligation under the ASX Listing Rules to ensure that all investors have equal and timely access to
factual, material information concerning the Company, presented in a clear and balanced way. The Company has a
Continuous Disclosure Policy that includes procedures designed to ensure compliance with the ASX Listing Rules’
disclosure requirements and to ensure accountability at senior executive level for the compliance. This policy is available
on the Company’s website.
Principle 6 – Respect the rights of shareholders
Companies should respect the rights of shareholders and facilitate the effective exercise of those rights.
Shareholder Communication
The Company has a formal policy on shareholder communication, which reflects the Board’s objective of maintaining
active communication with shareholders as owners of the Company. Mechanisms used by the Company for
communicating with shareholders include:
the Company’s annual report, which is distributed, or otherwise made available, to all shareholders;
the Company’s quarterly activities reports;
the Company’s half-year financial report;
the Company’s annual general meeting and other general meetings called to obtain shareholder approval for
significant corporate actions, as appropriate;
Company announcements;
the Company’s website;
direct email alerts of ASX releases and other information to shareholders and other interested parties who
register their email address via the Company’s website; and
webcasts via Boardroom Radio.
The Company posts all shareholder-related information and Company ASX announcements (other than disclosures of a
routine compliance nature) on the Company’s website in an accessible manner.
Shareholder Meetings
The Company encourages shareholders attending annual and other general meetings to ask questions of the directors
regarding the Company’s governance and business performance, and of the external auditor regarding the conduct of
the audit and the contents of the audit report. In addition, the Company welcomes questions from shareholders at any
time and these are answered promptly unless the information requested is market sensitive and not in the public
domain.
25
Navarre Minerals Limited
ABN 66 125 140 105
CORPORATE GOVERNANCE STATEMENT
Principle 7 – Recognise and manage risk
Companies should establish a sound system of risk oversight and management and internal control.
The Board defines risk to be any event that, if it occurs, will have a material impact (whether financial or non-financial)
on the Company’s ability to achieve its objectives. The identification and effective management of risk, including
calculated risk taking, is viewed as an essential part of the Company’s approach to creating shareholder value.
Risk Management Roles and Responsibilities
The Board is responsible for overseeing the effectiveness of risk management systems. The Board determines the
Company’s risk profile and is responsible for overseeing and approving risk management strategy and policy, internal
compliance and internal control. The Board considers it important for all Board members to be part of this process and,
as such, has not established a separate risk management committee.
The Company has a Risk Oversight Policy, which is available on the Company’s website. The Board has established
various specific policies and practices designed to identify and manage significant business risks, including:
detailed monthly financial and operational reporting to the Board;
approval of budgets;
policies regarding internal controls and authority levels for expenditure; and
policies and procedures relating to health, safety and environment.
Day-to-day responsibility for risk oversight and management is delegated to the Managing Director, who is primarily
responsible for identifying, monitoring and communicating risk events to the Board and responding to risk events.
Given the size of the Company, the implementation of the policies and practices outlined above and the existence of
open channels of communication between the Board and management, the Board does not consider it necessary to have
separate, stand-alone risk management and control systems designed by management which are reported to the Board.
Management Assurances in relation to Financial Reporting
The Board has received statements in writing from the Managing Director and Accountant that the declaration provided
in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal
control and that the system is operating effectively in all material respects in relation to financial reporting risks.
Principle 8 – Remunerate fairly and responsibly
Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to
performance is clear.
Remuneration & Nomination Committee
As noted above, the Board has established a R&N Committee. The R&N Committee is responsible for determining
compensation arrangements for directors, including the Managing Director, and reviewing compensation arrangements
for senior executives. Details of the role and responsibilities of the Committee are set out in the Committee’s Charter,
which is available on the Company’s website.
Given the size of the Board, all members of the Board are members of the R&N Committee. The Committee is chaired by
Mr Kevin Wilson. As a result, the Company does not meet Recommendation 8.2 of the ASX Principles insofar as the R&N
Committee is not chaired by an independent chair and does not consist of a majority of independent directors.
Nonetheless, the Board considers that the R&N Committee effectively discharges its mandate. Any potential for, or
perception of, conflict of interest resulting from the Managing Director’s membership of the R&N Committee is
addressed by ensuring that the Managing Director withdraws from committee meetings during any discussion of his
remuneration arrangements or performance, and takes no part in the discussion or decision-making process in relation
to such matters.
The Directors’ Report sets out the attendance of directors at meetings of the R&N Committee.
26
Navarre Minerals Limited
ABN 66 125 140 105
CORPORATE GOVERNANCE STATEMENT
Structure of Non-executive Director Remuneration and Executive Remuneration
The structure of non-executive directors’ remuneration is distinguished from that of the Managing Director and senior
executives. The R&N Committee assesses the appropriateness of the nature and amount of emoluments on a periodic
basis by reference to relevant market conditions with the overall objective of ensuring maximum stakeholder benefit
from the retention of a high quality board and executive team.
The non-executive directors are remunerated by way of fixed annual fees (within the aggregate fee limit approved by
shareholders) but may also receive fees for additional services provided to the Company. The non-executive directors do
not receive any retirement benefits, other than statutory superannuation. The non-executive directors have, with the
prior approval of shareholders, received options to subscribe for shares in the Company. For a company of the size and
limited cash resources of the Company, the grant of options is a useful tool for attracting and retaining quality non-
executive directors without diminishing the Company’s cash resources. The Board is aware that the ASX Corporate
Governance Council’s guidelines do not support the issue of options to non-executive directors as part of their
remuneration. As the Company grows and its cash resources increase, the Board will review the practice of issuing
options to non-executive directors.
The senior executives of the Company are remunerated by way of a total salary package which includes a balance of fixed
remuneration (including statutory superannuation) and performance-based remuneration in the form of cash bonuses,
linked to clearly specified short-term performance targets. Equity-based remuneration, in the form of options to
subscribe for shares in the Company, is also offered in connection with long-term performance objectives appropriate to
the Company’s circumstances and goals.
Further details about the remuneration of the non-executive directors, the Managing Director and other senior
executives are set out in the Remuneration Report. The Remuneration Report also outlines the Company’s policy of
prohibiting key management personnel from hedging remuneration that is unvested or is vested but subject to a holding
lock.
27
Navarre Minerals Limited
ABN 66 125 140 105
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2012
Interest income
Income
Net administration expenses
Exploration expenditure written-off
Loss before income tax
Income tax expense
Net loss for the period
Total comprehensive loss for the period
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
Note
4
5
6
6
2012
$
190,748
190,748
2011
$
59,420
59,420
(691,152)
(342,657)
(235,024)
(769,518)
(843,061)
(945,122)
-
-
(843,061)
(945,122)
(843,061)
(945,122)
(1.57)
(1.57)
(4.91)
(4.91)
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
28
Navarre Minerals Limited
ABN 66 125 140 105
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2012
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Leasehold improvements
Exploration and evaluation costs
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Provisions
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Share based payments reserve
Accumulated losses
TOTAL EQUITY
Note
2012
$
2011
$
7
8
9
10
11
12
13
1,505,134
205,745
1,710,879
2,701,003
152,064
2,853,067
160,368
5,869
4,535,724
4,701,961
102,252
7,115
1,082,435
1,191,802
6,412,840
4,044,869
260,274
22,071
282,345
204,484
7,786
212,270
282,345
212,270
6,130,495
3,832,599
14
14
14
7,782,800
179,936
(1,832,241)
4,800,245
25,667
(993,313)
6,130,495
3,832,599
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
29
Navarre Minerals Limited
ABN 66 125 140 105
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2012
Issued Capital
$
Share Based
Payments
Reserve
$
Accumulated
Losses
$
Total Equity
$
4,800,245
25,667
(993,313)
3,832,599
(843,061)
(843,061)
(843,061)
(843,061)
Balance at 1 July 2011
Net loss for the period
Total comprehensive loss for the year
Transactions with owners in their capacity as
owners:
Cost of share based payments
-
158,402
Share issues
Costs of issues
3,210,198
(227,643)
-
-
-
158,402
3,210,198
(227,643)
Transfer of equity instruments expired
unvested
-
(4,133)
4,133
-
At 30 June 2012
7,782,800
179,936
(1,832,241)
6,130,495
Issued Capital
$
Share Based
Payments
Reserve
$
Accumulated
Losses
$
Total Equity
$
710,090
-
(48,191)
661,899
Balance at 1 July 2010
Net loss for the period
Total comprehensive loss for the year
Transactions with owners in their capacity as
owners:
(945,122)
(945,122)
(945,122)
(945,122)
-
-
-
25,667
4,522,045
(431,890)
Cost of share based payments
-
25,667
Share issues
Costs of issues
At 30 June 2011
4,522,045
(431,890)
-
-
4,800,245
25,667
(993,313)
3,832,599
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
30
Navarre Minerals Limited
ABN 66 125 140 105
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Interest received
2012
$
2011
$
(595,507)
197,732
(188,219)
46,598
Net cash (used in) operating activities (Note 15)
(397,775)
(141,621)
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditure on plant and equipment
Expenditure on leasehold improvements
Expenditure on exploration tenements
(99,215)
(273)
(3,676,343)
(104,521)
(7,329)
(619,738)
Net cash (used in) investing activities
(3,775,831)
(731,588)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from share issues
Transaction costs on issue of shares
Net cash from financing activities
3,210,198
(232,461)
3,702,345
(427,228)
2,977,737
3,275,117
Net increase / (decrease) in cash and cash equivalents
(1,195,869)
2,401,908
Cash and cash equivalents at beginning of period
2,701,003
299,095
Cash and cash equivalents at end of period (Note 7)
1,505,134
2,701,003
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
31
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1:
CORPORATE INFORMATION
The financial report of Navarre Minerals Limited (“Navarre Minerals”, or the “Company”) for the year ended 30 June 2012
was authorised for issue in accordance with a resolution of the directors on 4 September 2012.
Navarre Minerals Limited is a company limited by shares incorporated in Australia. The Company’s shares are publicly
traded on Australian Stock Exchange.
The nature of operations and principal activities of the Group are described in Note 3.
NOTE 2:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Basis of Preparation
The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements
of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian
Accounting Standards Board, and is presented in Australian dollars. The financial report has also been prepared on a
historical cost basis.
(b) Compliance with IFRS
The financial report complies with Australian Accounting Standards issued by the Australian Accounting Standards Board
and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
(c)
New Accounting Standards and Interpretations
The Group has adopted the following new and amended Australian Accounting Standards and AASB Interpretations as of
1 July 2011. Adoption of these standards did not have a material effect on the financial position or performance of the
Group:
Reference
Title
AASB 124 (Revised)
The revised AASB 124 Related Party Disclosures (December 2009).
AASB 2009-12
Amendments to Australian Accounting Standards [AASBs 5, 8, 108, 110, 112, 119, 133, 137, 139,
1023 & 1031 and Interpretations 2, 4, 16, 1039 & 1052]
AASB 2010-4
Amendments to Australian Accounting Standards arising from the Annual Improvements Project
[AASB 1, AASB 7, AASB 101, AASB 134 and Interpretation 13]
AASB 1054
Australian Additional Disclosures
This standard is as a consequence of phase 1 of the joint Trans-Tasman Convergence project of
the AASB and FRSB.
This standard, with AASB 2011-1 relocates all Australian specific disclosures from other standards
to one place and revises disclosures in the following areas:
(a) Compliance with Australian Accounting Standards
(b) The statutory basis or reporting framework for financial statements
(c) Whether the entity is a for-profit or not-for-profit entity
(d) Whether the financial statements are general purpose or special purpose
(e) Audit fees
(f)
Imputation credits
32
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 2:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(c)
New Accounting Standards for Application in Future Periods (cont.)
The following standards and interpretations have been issued by the AASB but are not yet effective for the period ending
30 June 2012. Adoption of these standards is not expected to have a material effect on the financial position or
performance of the Group however the position will be further reviewed during the FY2012 – 2013:
Application
date of
standard
Application
date for Group
1 January 2013
1 July 2013
1 January 2013
1 July 2013
Reference
Title
Summary
AASB 10
Consolidated
Financial
Statements
AASB 11
Joint
Arrangements
AASB 10 establishes a new control model that applies
It replaces parts of AASB 127
to all entities.
Consolidated and Separate Financial Statements dealing
with
financial
for
statements and UIG-112 Consolidation – Special
Purpose Entities.
the accounting
consolidated
The new control model broadens the situations when
an entity is considered to be controlled by another
entity and includes new guidance for applying the
model to specific situations, including when acting as a
manager may give control, the impact of potential
voting rights and when holding less than a majority
voting rights may give control.
Consequential amendments were also made to other
standards via AASB 2011-7.
AASB 11 replaces AASB 131 Interests in Joint Ventures
and UIG-113 Jointly- controlled Entities – Non-monetary
Contributions by Ventures. AASB 11 uses the principle of
control in AASB 10 to define joint control, and therefore
the determination of whether joint control exists may
change. In addition it removes the option to account for
jointly controlled entities (JCEs) using proportionate
consolidation.
joint
Instead, accounting
arrangement is dependent on the nature of the rights
and obligations arising from the arrangement. Joint
operations that give the venturers a right to the
underlying assets and obligations
is
accounted for by recognising the share of those assets
and obligations. Joint ventures that give the venturers
a right to the net assets is accounted for using the
equity method.
themselves
for a
Consequential amendments were also made to other
standards via AASB 2011-7 and amendments to AASB
128.
33
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 2:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(c)
New Accounting Standards for Application in Future Periods (cont.)
The following standard has been issued by the AASB but is not yet effective for the period ending 30 June 2012. Adoption
of this Standard is not expected to have a material effect on the financial position or performance of the Group but may
result in additional disclosures in respect of joint venture. The position will be further reviewed during FY2012 – 2013.
Reference
Title
Summary
AASB 12
Disclosure
Interests
Other Entities
of
in
AASB 12 includes all disclosures relating to an entity’s
interests in subsidiaries, joint arrangements, associates
and structures entities. New disclosures have been
introduced
by
management to determine whether control exists, and
joint
to
arrangements, associates and structured entities and
subsidiaries with non-controlling interests.
require summarised
information about
judgments made
about
the
Application
date of
standard
Application
date for Group
1 January 2013
1 July 2013
The following standards and interpretations have been issued by the AASB but are not yet effective for the period ending
30 June 2012. Adoption of these Standards is not expected to have an impact on the Group however the position will be
further reviewed during FY 2012 – 2013.
AASB 2011-9 amends AASB 1, 5, 7, 101, 112, 120, 121,
132, 133, 134, 1039 & 1049 as a consequence of the
issuance of AASB 101 Presentation of Items of Other
Comprehensive Income.
1 July 2013
1 July 2013
AASB
2011-9
Amendments to
Australian
Accounting
–
Standards
Presentation of
Other
Comprehensive
Income
AASB 13
Fair
Measurement
Value
AASB 13 provides a clear definition of fair value, a
framework for measuring fair value and requires
enhanced disclosures about fair value measurement.
1 January 2013
1 July 2013
AASB 119
Employee
Benefits
AASB 119 changes the definition of short-term
employee benefits. The distinction between short-term
and other long-term employee benefits is not based on
whether the benefits are expected to be settled wholly
within 12 months after the reporting date.
1 January 2013
1 July 2013
Annual
Improve
ments
2009-
2011
AASB 9
Annual
Improvements
to IFRSs 2009-
2011 cycle
Financial
Instruments
This Standard makes amendments to AASB 1, 101, 116,
132, 134 & Interpretation 2 as a result from 2009-2011
Annual Improvements Cycle.
1 January 2013
1 July 2013
AASB 9 replaces the requirements of AASB 139 for the
classification and measurement of financial assets. This
is the result of Phase 1 of the IASB’s project to replace
IAS 39
1 January 2013
1 July 2013
34
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 2:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(d) Basis of consolidation
The consolidated financial statements comprise the financial statements of Navarre Minerals Limited and its subsidiaries
as at 30 June 2012 and the results of all the subsidiaries for the year then ended (the Group).
Subsidiaries are all those entities over which the Group has the power to govern the financial and operating policies so as
to obtain benefits from their activities.
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using
consistent accounting policies. In preparing the consolidated financial statements, all intercompany balances and
transactions, income, expenses and profit and losses from intra group transactions, have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be
consolidated from the date on which control is transferred out of the Group.
(e) Significant accounting judgements, estimates and assumptions
The carrying amounts of certain assets and liabilities are often determined based on judgements, estimates and
assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value of share options is determined using either a Black
Scholes or binomial option pricing model, and using the assumptions detailed in Note 19.
Exploration and evaluation costs
Exploration and evaluation costs are accumulated separately for each area of interest and carried forward provided that
one of the following conditions is met:
such costs are expected to be recouped through successful development or sale; or
exploration activities have not yet reached a stage which permits a reasonable assessment of the existence or
otherwise of economically recoverable reserves, and active and significant operations in relation to the area are
continuing.
Significant judgement is required in determining whether it is likely that future economic benefits will be derived from the
capitalised exploration and evaluation expenditure. In the judgement of the Directors, at 30 June 2012, apart from the
tenement at Ballarat South that was written off during the year, exploration activities in each area of interest have not yet
reached a stage which permits a reasonable assessment of the existence or otherwise of ore reserves. Active and
significant operations in relation to each area of interest are continuing and nothing has come to the attention of the
Directors to indicate future economic benefits will not be achieved. The Directors are continually monitoring the areas of
interest and are exploring alternatives for funding the development of areas of interest when ore reserves are confirmed.
If new information becomes available that suggests the recovery of expenditure is unlikely, the amounts capitalised will
need to be reassessed at that time.
(f)
Cash and cash equivalents
Cash and cash equivalents in the consolidated statement of financial position comprise cash at bank and in hand and
short-term deposits with an original maturity of three months or less.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank overdrafts.
(g)
Plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any impairment losses. Depreciation is
calculated on a straight-line basis over the estimated useful lives of the assets which range from 3 to 5 years.
35
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 2:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(g)
Plant and equipment (cont)
Impairment
The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable.
For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-
generating unit to which the asset belongs. Impairment exists when the carrying value of an asset exceeds its estimated
recoverable amount. The asset is written down to its recoverable amount.
The recoverable amount of plant and equipment is the greater of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset.
An item of plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise
from the continued use of the asset. Any gain or loss arising on de-recognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying amount of the item) is included in the consolidated statement of
comprehensive income in the period the item is derecognised.
(h)
Exploration and evaluation costs
Exploration and evaluation expenditure is carried at cost. If indication of impairment arises, the recoverable amount is
estimated and an impairment loss is recognised to the extent that the recoverable amount is lower than the carrying
amount.
Exploration and evaluation costs are accumulated separately for each current area of interest and carried forward
provided that one of the following conditions is met:
such costs are expected to be recouped through successful development or sale; or
exploration activities have not yet reached a stage which permits a reasonable assessment of the existence or
otherwise of economically recoverable reserves, and active and significant operations in relation to the area are
continuing.
Impairment of exploration and evaluation costs
To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future,
profits/ (losses) and net assets will be varied in the period in which this determination is made.
Farm-outs
The Group will account for farm-out arrangements as follows:
The Group will not record any expenditure made by the farminee on its behalf;
The Group will not recognise a gain or loss on the farm-out arrangement but rather will redesignate any costs
previously capitalised in relation to the whole interest as relating to the partial interest retained; and
Any cash consideration to be received will be credited against costs previously capitalised in relation to the whole
interest with any excess to be accounted for by the Group as gain on disposal.
(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. They are included in current assets, except for those with maturities greater than 12 months after the
balance date which are classified as non-current assets. Loans and receivables are included in receivables in the
consolidated statement of financial position.
36
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 2:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(i)
Loans and receivables (cont.)
Recognition and derecognition
Regular purchases and sales of financial assets are recognised on trade date, the date on which the Group commits to
purchase or sell the asset.
Subsequent measurement
Loans and receivables are carried at amortised cost using the effective interest method.
Impairment
The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial
assets is impaired.
(j)
Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and
requires an assessment of whether the fulfilment of the arrangement is dependent on the use a specific asset or assets
and the arrangement conveys a right to use the asset.
Leases under which the lessor retains substantially all of the risks and benefits of ownership of the asset are classified as
operating leases. Operating lease payments are recognised in the consolidated statement of comprehensive income on a
straight-line basis over the lease term.
(k)
Trade and other payables
Trade and other payables are carried at amortised cost and represent liabilities for goods and services provided to the
Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future
payments in respect of the purchase of the goods and services.
(l)
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, and
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate can be made of the amount of the obligation.
When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the consolidated statement of comprehensive income net of any reimbursement.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the
present obligation at the balance date. If the effect of the time value of money is material, provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of
money and, where appropriate, the risks specific to the liability. The increase in the provision resulting from the passage
of time is recognised in finance costs.
Employee leave benefits
Wages, salaries, annual leave and sick leave
Liabilities for wage and salaries, including non-monetary benefits and annual leave entitlements expected to be settled
within 12 months of the reporting date are recognised in provisions in respect of employees’ service up to the reporting
date. They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-
accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.
37
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 2:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(l)
Provisions
Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value
of expected future payments to be made in respect of services provided by employees up to the reporting date using the
projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee
departures, and periods of service. Expected future payments are discounted using market yields at the reporting date in
national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future
cash outflows.
(m) Share-based payment transactions
The Group provides benefits to employees and directors of the Group in the form of share-based payment transactions,
whereby services are rendered in exchange for shares or rights over shares (‘equity-settled transactions’).
The cost of equity-settled transactions is measured by reference to the fair value at the date at which they are granted.
The fair value of options is determined using either a Black Scholes or binomial option pricing model. The fair value of
options with non-market performance criteria is determined by reference to the Company’s share price at date of grant.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in
which the performance conditions are fulfilled, ending on the date on which the recipient becomes fully entitled to the
award (‘vesting date’).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the
extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors, based
on the best available information at balance date, will ultimately vest. No adjustment is made for the likelihood of market
conditions being met as the effect of these conditions is included in determination of fair value at grant date. The charge
or credit for the period represents the movement in cumulative expense recognised as at the beginning and end of the
period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a
market condition.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not
been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the
modification, as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense
not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled
award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as
if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings
per share.
(n) Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
38
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 2:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(o) Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue
can be reliably measured. Specific recognition criteria must also to be met:
Interest income
Revenue is recognised as the interest accrues using the effective interest method.
(p)
Income tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are
enacted or substantially enacted by the reporting date.
Deferred income tax is provided on all temporary differences at balance date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences, except:
where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; or
when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in
joint ventures, and the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets
and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences, and the carry-forward of unused tax assets and unused tax losses can be used, except:
where the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and
when the deductible temporary differences is associated with investments in subsidiaries, associates or interests in
joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the
temporary differences will reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be applied.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be
utilised.
Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it is
has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the
asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted at the balance date.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right of set off exists to set off
current tax assets against current liabilities and the deferred tax assets and liabilities relate to the same taxable entity and
the same taxable authority.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the consolidated
statement of comprehensive income.
39
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 2:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(q) Goods and services tax
Revenues, expenses and assets are recognised net of GST, except receivables and payables which are stated with GST
included. Where GST incurred on a purchase of goods or services is not recoverable from the taxation authority, the GST
is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or
payables in the consolidated statement of financial position.
Cash flows are included in the consolidated statement of cash flows on a gross basis and the GST component of cash
flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority is
classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation
authority.
(r)
Earnings per share
Basic earnings per share is calculated as net profit/(loss) attributable to members divided by the weighted average
number of ordinary shares.
Diluted earnings per share is calculated as net profit/(loss) attributable to members divided by the weighted average
number of ordinary shares and dilutive potential ordinary shares.
(s) Going concern
The financial report has been prepared on the going concern basis, which contemplates the continuity of normal business
activity and the realisation and settlement of liabilities in the normal course of the business.
The Group incurred a loss of $843,061 and had net cash outflows from operating and investing activities of $397,775 and
$3,775,831, respectively, for the year ended 30 June 2012. Notwithstanding this, the Directors are satisfied that the
Group will have sufficient cash resources to meet its working capital requirements in the future.
The Group will seek to raise further capital, if required, as and when necessary to meet its projected operations. The
decision of how the Group will raise future capital will depend on market conditions existing at that time. It is the Group’s
plan that this capital will be raised by any one or a combination of the following: placement of shares, pro-rata issue to
shareholders, the exercise of outstanding options, and/or a further issue of shares to the public. Should these methods
not be considered to be viable, or in the best interests of shareholders, then it would be the Group’s intention to meet its
obligations by either partial sale of the Group’s interests or farm-out, the latter course of action being part of the Group’s
overall strategy.
Based on the above, the Directors are of the opinion that the use of the going concern basis of accounting is appropriate.
(t) Parent entity financial information
The financial information for the parent entity, Navarre Minerals Limited, disclosed in Note 22 has been prepared on the
same basis as the consolidated financial statements, except as set out below.
Investments in subsidiaries
Investments in subsidiaries are accounting for at cost less accumulated impairment losses in the financial statements of
Navarre Minerals Limited.
NOTE 3:
SEGMENT INFORMATION
The Group’s reportable segment is confined to mineral exploration only.
40
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 4:
NET ADMINISTRATION EXPENSES
Net administration expenses
Consultants fees and expenses
Directors remuneration (non-executive)
Salaries and on-costs
Share based payments
Investor relations
Motor vehicle expenses
Audit costs
Stock exchange registry and reporting costs
Travel costs
Depreciation and amortisation
Other administration expenses
Gross administration expenses
Allocated to exploration licences
Net administration expenses
NOTE 5:
INCOME TAX
Statement of Comprehensive Income
Current income tax
Current income tax credit
Tax losses not recognised as not probable
Deferred income tax
Relating to origination and reversal of temporary differences
Income tax expense reported in the consolidated statement of comprehensive
income
Consolidated
2012
$
2011
$
117,931
109,000
930,293
158,402
33,481
27,641
27,234
44,004
31,916
40,715
84,137
1,604,754
(913,602)
23,328
72,667
120,147
25,667
7,163
5,002
19,000
24,186
16,693
4,384
46,865
365,102
(130,078)
691,152
235,024
Consolidated
2012
$
2011
$
1,280,869
(243,601)
1,037,268
497,302
(238,780)
258,522
(1,037,268)
(1,037,268)
(258,522)
(258,522)
-
-
Consolidated
2012
$
2011
$
Tax Reconciliation
A reconciliation between tax expense and the product of accounting loss before income tax multiplied by the
Group’s applicable income tax rate is as follows:
Accounting loss before tax
At the statutory 30% tax rate (2011: 30%)
Share based payment expense
Non-deductible expenses
Tax losses not brought to account
Income tax expense reported in the consolidated statement of comprehensive
income
(843,061)
(945,122)
252,918
(47,520)
(1,369)
(204,029)
283,537
(7,700)
-
(275,837)
-
-
41
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 5:
INCOME TAX (cont.)
Deferred Income Tax
Deferred income tax at 30 June relates to the following:
CONSOLIDATED
Deferred tax liabilities
Interest receivable
Exploration and evaluation costs
Gross deferred income tax liabilities
Deferred tax assets
Accruals
Provisions
Share issue costs
Temporary differences not recognised as not
probable
Tax losses brought to account to offset net deferred
tax liability
Gross deferred income tax assets
Net Deferred Tax Asset
Deferred tax expense
Tax consolidation
(i)
Members of the tax consolidated group
Statement of Financial
Position
2012
$
2011
$
Income Statement
2012
$
2011
$
(1,752)
(1,360,717)
(1,362,469)
(45,619)
(324,731)
(370,350)
43,867
(1,035,986)
(45,619)
(215,359)
8,060
6,621
68,293
-
2,336
129,567
(68,293)
(129,567)
1,347,788
1,362,469
-
368,014
370,350
-
8,060
4,285
-
2,336
979,774
258,642
-
-
Navarre Minerals Limited and its 100% owned Australian resident subsidiary formed a tax consolidated group with effect
from 2 May 2012. Navarre Minerals Limited is the head entity of the tax consolidated group.
(ii)
Tax effect accounting by members of the tax consolidated group
Measurement method adopted under UIG 1052 Tax Consolidated Accounting
The head entity and the controlled entities in the tax consolidated group continue to account for their own current and
deferred tax amounts. The Group has applied the group allocation approach in determining the appropriate amount of
current taxes and deferred taxes to allocate to members of the tax consolidated group. The current and deferred tax
amounts are measured in a systematic manner that is consistent with the principles in AASB 112 Income Taxes.
In addition to its own current and deferred tax amounts, the head entity also recognises current tax liabilities (or assets)
and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the
tax consolidated group.
Tax losses
At balance date, the Group has estimated unused gross tax losses of $6,359,000 (2011: $2,070,000) that are available to
offset against future taxable profits subject to continuing to meet relevant statutory tests. To the extent that it does not
offset a net deferred tax liability, a deferred tax asset has not been recognised in the accounts for these unused losses
because it is not probable that future taxable profit will be available to use against such losses.
42
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 6:
EARNINGS/(LOSS) PER SHARE
Basic earnings/(loss) per share amounts are calculated by dividing net loss 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/(loss) per share amounts are calculated by dividing the net loss 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.
For the year ended 30 June 2012 and for the comparative period, there are no dilutive potential ordinary shares as
conversion of share options and performance rights would decrease the loss per share and hence are non-dilutive.
The following data was used in the calculations of basic and diluted loss per share:
Net loss
Weighted average number of ordinary shares used in calculation of basic and
diluted loss per share
Consolidated
2012
$
(843,061)
2011
$
(945,122)
Shares
Shares
53,655,913
19,248,699
There have been no transactions involving ordinary shares or potential ordinary shares that would significantly change
the number of ordinary shares or potential ordinary shares outstanding between the reporting date and the date of
completion of these consolidated financial statements.
NOTE 7:
CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Short term deposits
Consolidated
2012
$
60,800
1,444,334
2011
$
81,397
2,619,606
1,505,134
2,701,003
Cash at bank earns interest at floating rates based on daily bank rates.
Short term deposits are made for varying periods of between one month and three months, depending on the immediate
cash requirements of the Group and earn interest at the respective short term deposit rates.
NOTE 8:
TRADE AND OTHER RECEIVABLES
Goods and services tax refund
Interest receivable
Other
Consolidated
2012
$
181,848
5,838
18,059
2011
$
139,242
12,822
-
205,745
152,064
At balance date, there are no trade receivables that are past due but not impaired. Due to the short term nature of these
receivables, their carrying value approximates fair value. Trade receivables are non-interest bearing and are generally on
30-90 day terms. Details regarding the credit risk of current receivables are disclosed in Note 16.
43
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 9:
PROPERTY, PLANT AND EQUIPMENT
At cost
Accumulated depreciation
Movement in Plant and Equipment
Net carrying amount at beginning of year
Additions
Depreciation
Net carrying amount at end of year
The useful life of the plant and equipment is estimated for 2012 as 3 to 5 years.
NOTE 10:
LEASEHOLD IMPROVEMENTS
At cost
Accumulated depreciation
Movement in Leasehold Improvements
Net carrying amount at beginning of year
Additions
Depreciation
Net carrying amount at end of year
The useful life of the Leasehold Improvements is estimated as 5 years.
NOTE 11:
EXPLORATION AND EVALUATION COSTS
Balance at beginning of year
Expenditure for the year
Expenditure written-off during the year
Consolidated
2012
$
203,735
(43,367)
2011
$
106,423
(4,171)
160,368
102,252
102,252
97,312
(39,196)
-
106,423
(4,171)
160,368
102,252
Consolidated
2012
$
7,602
(1,733)
5,869
7,115
273
(1,519)
5,869
2011
$
7,329
(214)
7,115
-
7,329
(214)
7,115
Consolidated
2012
$
1,082,435
3,795,946
(342,657)
2011
$
364,573
1,487,380
(769,518)
4,535,724
1,082,435
Capitalised exploration and evaluation costs at 30 June 2012 are $4,535,724 (2011: $1,082,435) which relate to Bendigo
North ($3,875,231), Black Range ($297,497) and Kingston ($362,996).
NOTE 12:
TRADE AND OTHER PAYABLES
Trade Creditors
Trade payables are non-interest bearing and are normally settled on 30 day terms.
44
Consolidated
2012
$
260,274
2011
$
204,484
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 13:
PROVISIONS
CURRENT
Annual leave entitlement
NOTE 14:
CONTRIBUTED EQUITY AND RESERVES
Consolidated
2012
$
22,071
2011
$
7,786
ISSUED AND PAID UP CAPITAL
Ordinary shares
2012
Shares
Consolidated
2012
$
2011
Shares
2011
$
55,829,603
55,829,603
7,782,800
7,782,800
41,872,222
41,872,222
4,800,245
4,800,245
Movements in Ordinary Shares
Balance at beginning of year
Share Issues:
Seed capital raising at $0.10
Shares to Managing Director in lieu of salary
Shares issued to Leviathan on transfer of exploration
permits
Initial Public Offering at $0.20
Entitlement offer at $0.23
Transaction costs
41,872,222
4,800,245
17,725,000
710,090
-
-
-
-
2,000,000
450,000
200,000
45
-
-
13,957,381
-
-
-
3,210,198
(227,643)
4,187,222
17,510,000
-
-
820,000
3,502,000
-
(431,890)
Balance at end of year
55,829,603
7,782,800
41,872,222
4,800,245
(a)
Terms and Condition of Ordinary Shares
Ordinary shares entitle their holder to receive dividends as declared. In the event of winding up the Company, ordinary
shares entitle their holder to participate in the proceeds from the sale of all surplus assets in proportion to the number of
and amounts paid up or which should have been paid up on shares held. Each ordinary share entitles the holder to one
vote, either in person or by proxy, at a meeting of the Company. Ordinary shares issued during the year and since the end
of the year, from date of issue rank equally with the ordinary shares on issue.
(b)
Share Options
At 30 June 2012 2,600,000 options over unissued shares granted to Non-Executive directors, executives and consultants
were outstanding. The options are granted pursuant to the Navarre Minerals Limited Option Plan, details of which are set
out in Note 19.
(c)
Capital Management
Capital is defined as equity. When managing capital, management’s objective is to ensure the entity continues as a going
concern as well as to maintain optimal returns to shareholders and benefits of other stakeholders. All methods of
returning funds to shareholders outside of dividend payments or raising funds are considered within the context of the
Group’s objectives.
The Group will seek to raise further capital, if required, as and when necessary to meet its projected operations. The
decision of how the Group will raise future capital will depend on market conditions existing at that time. It is the Group’s
plan that this capital will be raised by any one or a combination of the following: placement of shares, pro-rata issue to
shareholders, the exercise of outstanding options, and/or a further issue of shares to the public. Should these methods
not be considered to be viable, or in the best interests of shareholders, then it would be the Group’s intention to meet its
obligations by either partial sale of the Group’s interests or farm-out, the latter course of action being part of the Group’s
overall strategy.
The Group is not subject to any externally imposed capital requirements.
45
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 14: CONTRIBUTED EQUITY AND RESERVES (cont.)
OTHER RESERVES
Share Based Payments Reserve
The share based payments reserve records the value of benefits provided as equity instruments to directors, employees
and consultants under share-based payment plans (Note 19).
Balance at beginning of year
Cost of share based payments
Cost of unvested expired equity
transferred to accumulated losses
instruments
Balance at end of year
ACCUMULATED LOSSES
Balance at beginning of year
Net loss for the year
Cost of equity instruments expired unvested
Balance at end of year
NOTE 15:
STATEMENT OF CASH FLOWS RECONCILIATION
Reconciliation of net loss after tax to net cash flows used in operating activities
Net loss
Adjustments for:
Exploration expenditure written-off
Depreciation and amortisation (net of allocation to
exploration licences)
Share based payments (net of allocation to
exploration licences)
Deferred income tax expense
Changes in assets and liabilities
(Increase)/decrease in trade and other receivables
(Decrease)/increase in trade and other payables
Increase
exploration licences)
(net of allocation to
in provisions
Consolidated
2012
$
25,667
158,402
(4,133)
2011
$
-
25,667
-
179,936
25,667
Consolidated
2012
$
(993,313)
(843,061)
4,133
2011
$
(48,191)
(945,122)
-
(1,833,241)
(993,313)
Consolidated
2012
$
(843,061)
2011
$
(945,122)
342,657
3,723
769,518
304
111,080
25,667
-
-
(52,747)
32,968
7,605
(105,979)
111,919
2,072
Net cash flows (used in) operating activities
(397,775)
(141,621)
46
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 16:
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise cash and short term deposits, the main purpose of which is to
finance the Group’s operations. The Group has various other financial assets and liabilities such as trade receivables and
trade payables, which arise directly from its operations. The main risks arising from the Group’s financial instruments are
credit risk, interest rate risk and liquidity risk. The Board of Directors has reviewed each of those risks and has
determined that they are not significant in terms of the Group’s current activities.
Credit risk
The Group trades only with recognised, creditworthy third parties. Receivable balances are monitored on an ongoing
basis with the results being that the Group’s exposure to bad debts is not significant.
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents and trade and other
receivables. The Group's exposure to credit risk arises from potential default of the counter party, with a maximum
exposure equal to the carrying amount of these instruments. No collateral is held as security. Exposure at balance date is
the carrying value as disclosed in each applicable note.
Interest rate risk
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s cash and cash
equivalents with a floating interest rate:
Cash and cash equivalents
Consolidated
2012
$
1,505,134
2011
$
2,701,003
Short term deposits are made for varying periods of between one month and three months, depending on the immediate
cash requirements of the Group, and earn interest at the respective short term deposit rates.
Taking into account past performances, future expectations economic forecasts, and management’s knowledge and
experience of the financial markets, the Group believes that -/+ 1.0% from the year-end rates of 4.25% represents the
‘reasonably possible’ movement interest rates over the next 12 months. The following is the impact of this on the profit
or loss with all other variables including foreign exchange rates held constant:
+1.0% (100 basis points) increase in interest rates with all other variables held
constant
-1.0% (100 basis points) decrease in interest rates with all other variables held
constant
Consolidated Net Profit
2012
2011
$
15,100
27,000
(15,100)
(27,000)
There is no impact on equity other than the above net profit sensitivities on retained earnings/accumulated losses.
Liquidity Risk
The Group’s exposure to financial obligations relating to corporate administration and projects expenditure, are subject
to budgeting and reporting controls, to ensure that such obligations do not exceed cash held and known cash inflows for
a period of at least 1 year.
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built in an appropriate
liquidity risk framework for the management of the Group’s short, medium and longer term funding and liquidity
management requirements. The Group manages liquidity risk by maintaining adequate equity funding through the
monitoring of future cash flow forecasts of its operations, which reflect management’s expectations of the settlement of
financial assets and liabilities.
47
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 16:
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont.)
The Group has limited financial resources and will need to raise additional capital from time to time as such fund raisings
will be subject to factors beyond the control of the Group and its directors. When Navarre requires further funding for its
programs, then it is the Group’s intention that the additional funds will be raised by any one or a combination of the
following: placement of shares, pro-rata issue to shareholders, the exercise of outstanding options, and/or a further issue
of shares to the public. Should these methods not be considered to be viable, or in the best interests of shareholders,
then it would be the Group’s intention to meet its obligations by either partial sale of the Group’s interests or farm-out,
the latter course of action being part of the Group’s overall strategy.
Maturity Analysis
At balance date, the Group holds $260,275 of financial liabilities consisting of trade and other payables. All financial
liabilities have a contractual maturity of 30 days.
Fair Values
The aggregate net fair values of the financial assets and liabilities are the same as the carrying values in the consolidated
statement of financial position.
NOTE 17:
COMMITMENTS AND CONTINGENCIES
(a)
Commitments
Operating Lease
Future minimum rentals payable under operating lease for office premises at
balance date:
Payable not later than one year
Payable later than one year but not later than five years
Exploration Commitments – Exploration Permits
Estimated cost of minimum work requirements contracted for under exploration
permit is estimated at balance date
Payable not later than one year
Payable later than one year but not later than five years
2012
$
2011
$
10,755
-
10,755
2012
$
14,340
10,755
25,095
2011
$
659,637
1,812,400
2,472,037
482,150
1,125,300
1,607,450
In order to maintain current rights of tenure to exploration tenements, the Group is required to perform minimum
exploration work to meet the minimum expenditure requirements. These obligations are expected to be fulfilled in the
normal course of operations. Exploration interests may be relinquished or joint ventured to reduce this amount. The
Victorian State Government has the authority to defer, waive or amend the minimum expenditure requirements.
(b)
Contingent Liabilities
In June 2008, Navarre Minerals signed a Tenement Sale Agreement with Leviathan Resources, which is currently owned
by Crocodile Gold, to acquire exploration licence EL 4897. Under the terms of the Agreement, Leviathan has a “once-off”
right but not the obligation to earn a 60% interest in EL 4897 in the event that Navarre announces a Resource of not less
than 500,000 ounces of gold and not less than one-half of which is an Indicated Mineral Resource or higher category. If
the Earn In Right is exercised, Leviathan shall have the right to earn a 60% interest by sole funding all further exploration
and development of EL4897 until Leviathan has spent not less than three times the total expenditure incurred by Navarre
in EL 4897 and completed a Bankable Feasibility Study.
48
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 18:
KEY MANAGEMENT PERSONNEL
Directors
K Wilson
G McDermott
J Dorward
C H Naylor
Executives
S Harper
J Nosworthy
Chief Geologist (resigned 06 July 2012)
Company Secretary (appointed 16 January 2012)
Consultants holding key management positions
T Shard
Company Secretary (resigned 16 January 2012)
After the reporting date, Mr W Edgar was appointed as Exploration Manager, with effect from 13 August 2012.
There were no other changes to the directors and executive after the reporting date and before the date the financial
report was authorised for issue.
Compensation of key management personnel by category:
Short term employee benefits
Post-employment benefits
Share-based payments
Consolidated
2012
$
610,698
59,640
153,095
823,433
2011
$
140,992
53,325
24,916
219,233
Details of compensation of individual key management personnel are set out in the Remuneration Report.
During the year fees for consulting services were paid by the Group to entities controlled by directors as follows:
Director
J Dorward
Consulting
Fees Paid
2012
$
50,000
Outstanding
at Balance
Date
2012
$
10,000
49
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 18:
KEY MANAGEMENT PERSONNEL
Movement in shares
The movement during the reporting period in the number of ordinary shares in Navarre Minerals Limited held directly,
indirectly or beneficially, by key management personnel, including their related parties, is as follows:
30 June 2012
Held at 1
July 2011
Purchases
Received on
Exercise of
Options
Sales
Held at 30
June 2012
Shares held in Navarre Minerals Limited (number)
Directors
K Wilson
G McDermott
J Dorward
C H Naylor
Executives
S Harper
T Shard
J Nosworthy
3,715,000
3,850,000
3,025,000
1,222,500
-
915,000
100,000
652,174
752,307
225,000
407,500
-
305,000
-
-
-
-
-
-
-
-
-
-
-
-
-
4,367,174
4,602,307
3,250,000
1,630,000
-
1,220,000
100,000
30 June 2011
Held at 1
July 2010
Purchases
Received on
Exercise of
Options
Sales
Held at 30
June 2011
Shares held in Navarre Minerals Limited (number)
Directors
K Wilson
G McDermott
J Dorward
C H Naylor
Executives
S Harper
T Shard
2,600,000
2,700,000
1,900,000
1,000,000
1,115,0001
1,150,0001
1,125,0001
222,5001
-
800,000
-
115,0001
-
-
-
-
-
-
-
-
-
-
-
-
3,715,000
3,850,000
3,025,000
1,222,500
-
915,000
1 Includes conversion of 600 Class A shares into 15,000 fully paid ordinary shares.
50
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 18:
KEY MANAGEMENT PERSONNEL (cont.)
Options over equity instruments
The movement during the reporting period in the number of options over ordinary shares in Navarre Minerals Limited
held, directly, indirectly and beneficially by key management personnel, including their related parties is as follows:
Held at 1 July
2011
Granted as
Remuneration
Options
Exercised
Options
Lapsed
Held at 30
June 2012
Vested in
2012
Vested and
exercisable
at 30 June
2012
Options held in Navarre Minerals Limited (number)
Directors
K Wilson
G McDermott
J Dorward
C H Naylor
Executives
S Harper
J Nosworthy
-
1,500,000
-
-
250,000
-
200,000
200,000
200,000
-
100,000
100,000
-
-
-
-
-
-
-
-
-
-
-
-
250,000
1,500,000
200,000
200,000
125,000
500,000
100,000
100,000
125,000
500,000
100,000
100,000
300,000
100,000
66,667
-
66,667
-
Held at 1 July
2010
Granted as
Remuneration
Options
Exercised
Options
Lapsed
Held at 30
June 2011
Vested in
2011
Options held in Navarre Minerals Limited (number)
Vested and
exercisable
at 30 June
2011
Directors
G McDermott
Executives
S Harper
-
-
1,500,000
200,000
-
-
-
-
1,500,000
200,000
-
-
-
-
NOTE 19:
SHARE BASED PAYMENT PLANS
Navarre Minerals Limited Option Plan
Share options are granted to senior executives and non-executive directors. There were 900,000 options granted during
the financial year (2011: 1,770,000 options).
Movements in share options on issue during the year:
Outstanding at the beginning of the year
Granted during the year
Lapsed during the year
Exercised during the year
2012
Options
1,770,000
900,000
(70,000)
-
2,600,000
2011
Options
-
1,770,000
-
-
1,770,000
51
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 19:
SHARE BASED PAYMENT PLANS (cont.)
On 25 November 2011, 650,000 share options were granted to the non-executive directors exercisable at a price of 25
cents per option on or before 31 December 2014. The options vest 50% on 31 December 2011 and 50% on 31 December
2012.
The fair value of the options at date of grant was estimated to be 13.87 cents. The fair value was determined using a
Binomial pricing model, taking into account the terms and conditions upon which the options were granted, and using the
following inputs to the model:
Expected volatility
Risk-free interest rate
81% Contractual life (years)
5.08% Dividend yield
3 years
0%
The total amount expensed in the year relating to these share options was $69,372.
The effects of early exercise have been incorporated into the calculations by using an expected life for the option that is
shorter than the contractual life based on historical exercise behaviour, which is not necessarily indicative of exercise
patterns that may occur in the future.
On 19 March 2012, 250,000 share options were granted to senior employees of the Company exercisable at a price of 30
cents per option on or before 31 December 2016. The options vest in three tranches, one third on 1 January 2013, one
third on 1 January 2014 and one third on 1 January 2015.
The fair value of the options at date of grant is estimated to be 17.54 cents for the first tranche, 18.67 cents for the
second tranche and 19.63 cents for the third tranche. The fair value was determined using a Binomial pricing model,
taking into account the terms and conditions upon which the options were granted, and using the following inputs to the
model:
Expected volatility
Risk-free interest rate
120% Contractual life
3.79% Dividend yield
5 years
0%
The total amount expensed in the year relating to these share options was $9,627.
The effects of early exercise have been incorporated into the calculations by using an expected life for the option that is
shorter than the contractual life based on historical exercise behaviour, which is not necessarily indicative of exercise
patterns that may occur in the future.
NOTE 20:
AUDITOR’S REMUNERATION
Amounts received or due and receivable by the auditor for:
Audit or review of the financial reports:
AFS & Associates
RSM Bird Cameron Partners
Non-audit services
Consolidated
2012
$
2011
$
2,234
25,000
-
27,234
19,000
-
5,980
24,980
52
Navarre Minerals Limited
ABN 66 125 140 105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 21:
RELATED PARTY DISCLOSURES
Subsidiaries
The consolidated financial statements include the financial statements of Navarre Minerals Limited and the following
subsidiary:
Black Range Metals Pty Ltd *
* Black Range Metals Pty Ltd was incorporated in May 2012
NOTE 22:
PARENT ENTITY INFORMATION
Country of
Incorporation
Australia
%
Entity Interest
2011
%
-
2012
%
100
2012
$
2011
$
Information relating to Navarre Minerals Limited
Current assets
Total assets
Current liabilities
Total liabilities
Issued capital
Share based payment reserve
Accumulated losses
Total shareholders’ equity
(Loss) of the parent entity
Total comprehensive (loss) of the parent entity
Details of any guarantees entered into by the parent entity in relation to the debts
of its subsidiaries
Details of any contingent liabilities of the parent entity
Details of any contractual commitments by the parent entity for the acquisition of
property, plant or equipment
1,710,878
6,412,840
282,345
282,345
7,782,800
179,936
(1,832,241)
6,130,495
(843,061)
(843,061)
n/a
n/a
n/a
2,853,067
4,044,869
212,270
212,270
4,800,245
25,667
(993,313)
3,832,599
(945,122)
(945,122)
n/a
n/a
n/a
NOTE 23:
EVENTS SUBSEQUENT TO BALANCE DATE
Significant changes in the affairs of the Group after the balance date are as follows:
(a)
(b)
On 6 July 2012 233,333 unlisted Navarre options lapsed as a result of an employee ceasing employment with the
Company.
On 16 July 2012, the Company announced the appointment of Mr Wessley Edgar as Exploration Manager, effective
13 August 2012. Mr Edgar’s appointment coincides with the departure of the Chief Geologist who ceased
employment with the Company on 6 July.
53
Navarre Minerals Limited
ABN 66 125 140 105
DIRECTORS’ DECLARATION
In accordance with a resolution of the directors of Navarre Minerals Limited, I state that:
In the opinion of the Directors:
(a)
The financial statements and notes of Navarre Minerals Limited for the financial year ending 30 June 2012 are in
accordance with the Corporations Act 2001, including:
(i)
(ii)
Giving a true and fair view of the Company’s and the consolidated entity’s financial position as at 30 June
2012.
Complying with Accounting Standards (including the Australian Accounting
Corporations Regulations 2001.
Interpretations) and
The financial statements and notes also comply with International Financial Reporting Standards as disclosed in
Note 1(b).
There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable.
(b)
(c)
This declaration has been made after receiving the declarations required to be made to the Directors in accordance with
Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2012.
On behalf of the Board
G McDermott
Managing Director
Melbourne, 4 September 2012
54
Navarre Minerals Limited
ABN 66 125 140 105
ADDITIONAL SHAREHOLDER INFORMATION
The shareholder information set out below was applicable as at 24 September 2012.
1.
(i)
Distribution of Shareholders
Analysis of number of shareholders by size of holding:
Ranges
1 – 1000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
>100,001
Totals
Holders
16
103
173
366
75
733
Total Units
4,446
339,926
1,401,183
11,591,173
42,492,875
55,829,603
% IC
0.01
0.78
3.23
26.68
69.30
100.00
(ii)
There were 70 shareholders with less than a marketable parcel of ordinary shares.
2.
20 Largest Shareholders
The names of the 20 largest shareholders are set out in the table below. The table includes escrowed shares and shares
quoted on the ASX.
Shareholder
New Chum Holdings Pty Ltd
Mr Kevin John Wilson
Leviathan Resources Pty Ltd
Kautag Pty Ltd
Lujeta Pty Ltd
Mr John Darroch, Mrs Gloria Darroch, Mr Richard Darroch
Escrow 24
months
2,853,500
2,103,500
4,187,222
1,578,500
0
Ordinary
shares
1,657,142
2,263,674
0
661,500
2,000,000
Total
4,510,642
4,367,174
4,187,222
2,245,000
2,000,000
& Ms Helen Darroch
Mr Colin Henry Naylor & Mrs Anne Naylor
Dalregal Pty Ltd
Mr Trevor James Shard & Ms Lidia Lee Merzel
Mad Fish Management Pty Ltd
Ms Katherine Griffin
Northgate Australian Ventures Corporation Pty Ltd
Zen Asset Management Pty Ltd
Yavern Creek Holdings Pty Ltd
Calama Holdings Pty Ltd
Karrina Mitchell
Mr Wayne Daryl King & Mr Craig Alan King
Yelwac Pty Ltd
Kevin Philip Wilkie & Kerry Wilkie
Mr Alnis Ernst Vedig & Mrs Rasma Vedig
3.
Substantial Shareholders
The substantial holders were as follows:
0
903,500
0
753,500
0
0
0
0
0
0
0
0
0
0
0
1,893,333
1,630,000
1,560,722
1,220,000
1,130,000
1,010,000
1,000,000
990,000
933,333
900,000
900,000
834,000
563,683
544,000
500,000
12,379,722 20,534,387 32,919,109
1,893,333
726,500
1,560,722
466,500
1,130,000
1,010,000
1,000,000
990,000
933,333
900,000
900,000
834,000
563,683
544,000
500,000
%
Issued
capital
8%
8%
7%
4%
4%
3%
3%
3%
2%
2%
2%
2%
2%
2%
2%
2%
1%
1%
1%
1%
59%
Shareholder
Leviathan Resources Pty Ltd (including Northgate Australian Ventures Corporation Pty Ltd)
Mr Geoffrey McDermott (including New Chum Holdings Pty Ltd and others)
Mr Kevin John Wilson
Mr John Dorward (including Kautag Pty Ltd and Ms Katherine Griffin)
No of shares
5,187,222
4,610,507
4,367,174
3,255,000
%
9.3
8.3
7.8
5.8
57
Navarre Minerals Limited
ABN 66 125 140 105
ADDITIONAL SHAREHOLDER INFORMATION
4.
Voting Rights
At a general meeting of shareholders:
(i)
(ii)
On a show of hands, each person who is a member or sole proxy has one vote.
On a poll, each shareholder is entitled to one vote for each fully paid share.
TENEMENT INFORMATION (as at 24 September 2012)
Project
Bendigo North
Tandarra
Tandarra East
Castlemaine Gold JV
Raydarra1
Sebastian 11
Sebastian 21
Sebastian 31
Sebastian 41
Landsborough Fault
Kingston
Glendhu
Ballarat South
Delamerian Fold Belt
Black Range
Mitre
Mooralla
Tenement Details
Group Interest
EL4897
EL5364
EL5266
EL3105
EL4536
EL4974
EL5335
EL5280
EL5380
EL4996
EL4590
EL4973
EL5164
100%
100%
0%
0%
0%
0%
0%
100%
100%
100%
100%
100%
100%
Notes
1Navarre may earn up to a 75% interest in these projects.
58