Oklo Resources Limited
Annual Report 2015

Plain-text annual report

OKLO RESOURCES LIMITED ACN 121 582 607 ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2015 CORPORATE INFORMATION DIRECTORS Mr James Henderson - Non-Executive Chairman Mr Simon Taylor - Managing Director and CEO Mr Jeremy Bond - Non-Executive Director COMPANY SECRETARY Ms Louisa Martino BANKER National Australia Bank Ltd South Sydney Partnership Suite 1, Level 6, 5-13 Rosebery Avenue Rosebery, NSW, 2018 AUDITORS BDO Audit (WA) Pty Ltd 38 Station Street Subiaco, WA, 6008 SOLICITORS Steinepreis Paganin 16 Milligan Street Perth, WA, 6000 REGISTERED OFFICE Level 5, 56 Pitt Street Sydney, NSW, 2000 Telephone: Facsimile: Website: +61 2 8823 3100 +61 8 9252 8466 www.okloresources.com STOCK EXCHANGE The Company’s securities are quoted on the official list of the Australian Securities Exchange Limited (ASX code: OKU) SHARE REGISTRY Computershare Investor Services Pty Ltd Level 11, 172 St Georges Terrace Perth, WA, 6000 Oklo Resources Limited Page 2 2015 Annual Report CONTENTS Chairman’s Letter Operations Review Directors’ Report Auditor’s Independence Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Audit Report ASX Additional Information PAGE 4 5 17 31 32 34 35 37 38 79 80 82 Oklo Resources Limited Page 3 2015 Annual Report CHAIRMAN’S LETTER Dear Shareholder, On behalf of the Board of Oklo Resources Limited, I am pleased to present our Annual Report for the year ended 30 June 2015. The past 12 months has seen the Company take great strides in advancing our promising gold projects in Mali, West Africa. We completed a solid year of exploration, having undertaken further surface geochemical and geophysical surveys across our three priority projects, Dandoko, Socaf and Yanfolila, and completed a program of just over 6,000m of shallow reconnaissance air core drilling at Dandoko and Yanfolila. The drilling results were highly encouraging and highlight the prospective nature of Oklo’s extensive and strategically located projects within the world-class gold Birimian greenstone belts of Mali, where more than 40 million ounces of gold have been discovered to date. We are becoming increasingly confident that we can add further to that total and progress towards our stated goal of becoming a gold producer. We also strengthened our team considerably during the year. Simon Taylor, who joined the Board as a Non-Executive Director in August 2014, was appointed to the role of Managing Director in March 2015. Simon is a geologist with more than 25 years’ experience in mineral exploration, project assessment and development as well as commercial transactions and financing within the resources sector. Simon has also previously held both Managing Director and Non-Executive Director roles with numerous ASX listed companies. We firmly believe he has the skills necessary to lead Oklo, while we continue the evaluation of our extensive project portfolio. We were also pleased to have Andrew Boyd join us as a Technical Consultant. Andrew is a geophysicist with over 20 years of exploration and mining experience and most recently was General Manager – Geoscience for Papillion Resources before its merger in October last year with TSX listed B2 Gold. Papillion’s key asset was the multi-million ounce Fekola discovery located some 30km to the west of the Company’s Dandoko Project. Andrew works closely with Simon and with the Company’s Exploration Manager Dr Madani Diallo, who has an impressive track record of significant gold discoveries in Mali. I would like to thank our Management team and staff, as well as my fellow Board members, for their hard work and commitment over the past year. I also thank our shareholders for your continued support and hope that it continues. As we look to the year ahead, I hope it will be another busy one. We are undertaking measures to keep our operational costs as low as possible so that our funds are funnelled towards more exploration, and we believe that our increasing understanding of our projects will result in greater value for our shareholders. We expect further strong news flow over the coming months as our drilling programs resume following the wet season and I look forward to sharing it with you. James Henderson Chairman Oklo Resources Limited Page 4 2015 Annual Report OPERATIONS REVIEW REVIEW OF OPERATIONS Oklo Resources Limited (“Oklo” or the “Company”) continued to make significant progress during the year on the advancement of its Mali gold projects in West Africa (Figure 1). Located within the Keneiba Inlier, the Company holds a large strategic land package covering 1,389km2 focused on well-endowed gold belts that host world class deposits. The highlights of the year included the successful completion of an initial air core (AC) drilling program totalling 4,921m at the Dandoko Project, located 30km west of B2Gold Resources’ 5.15Moz Fekola Project in western Mali. The program tested a combination of gold-in-soil and geophysical targets at the Disse, Diabarou and Selingouma prospects. The shallow reconnaissance AC program was highly successful in delineating significant alteration and gold mineralisation at all three prospects for follow-up drilling including: Disse – Best drill intersections included 21m at 5.67 g/t gold and 3m at 12.80 g/t gold coincident with a line of artisanal workings that extends over 350m and is open in all directions. Drilling also intersected a new parallel structure located approximately 500m to the north returning 3m at 4.38 g/t gold. Diabarou – drilling confirmed gold anomalism peripheral to the artisanal workings and along strike from the 12m at 1.50 g/t gold and 20m at 1.44 g/t gold intersection from 2013 drilling. Selingouma – drilling from within the northern 600 metres of the 6 km long gold-in-soil anomaly intersected wide zones of alteration and gold anomalism, with the remainder of the anomaly still untested. Best intersections included 18m at 1.75 g/t gold. Subsequent to reporting date, the Company announced results from a first pass AC drilling program totaling 1,222 metres at the Yanfolila Project, testing a new target at Solona North-West, which intersected significant gold mineralisation including 6m at 5.29 g/t gold. Figure 1: Oklo’s Mali Gold Project Portfolio Oklo Resources Limited Page 5 2015 Annual Report OPERATIONS REVIEW DANDOKO PROJECT – West Mali (Gold) The Dandoko Permit (134km2) is located within the Kenieba Inlier in western Mali. It is situated in close proximity to numerous world class gold deposits including B2Gold Resources’ 5.15Moz Fekola gold project 30km to the east and Randgold’s 12.5Moz Loulo Gold Mine 50km to the south-southeast (Figure 2). Access from Bamako is via a high quality sealed road, which passes through the northern part of the tenement. Oklo considers the tenement to be prospective for the discovery of multiple, substantial gold deposits and places particular emphasis on the importance of NNE-trending faults as mineralising conduits. The permit is underlain by a Lower Proterozoic Birimian meta-volcanic and meta-sedimentary sequence. A series of dominant NNE-trending faults, displaced by a second set of ESE-trending faults, have been mapped or interpreted from aeromagnetic data. Oklo considers that these NNE structures are splays emanating from the Senegal-Mali Shear Zone (“SMSZ”), a regional NNW-trending strike-slip fault, and play an important role in controlling gold mineralisation in the region. Previous exploration work in the area, largely undertaken by Compass Gold Corporation from 2010 to 2012, comprised mapping, soil sampling, pitting and trenching, which together with the commissioning of an airborne magnetic and radiometric survey, delineated a number of prospects. Figure 2: Location and Geological Setting of the Dandoko and Moussala (application) Projects in southwest Mali Oklo Resources Limited Page 6 2015 Annual Report OPERATIONS REVIEW Dandoko was the subject of a successful reconnaissance reverse circulation (“RC”) drilling program in late 2013 and early 2014 providing strong encouragement. Significant results included; 16m at 2.30 g/t gold and 20m at 1.44 g/t gold at the Disse prospect, 12m at 1.50 g/t gold1 at the Diabarou prospect and wide alteration zones with low level gold intersected at Selingouma. Oklo completed a further 73 AC holes for 4,921m during the financial year, which tested multiple targets at the Disse, Selingouma North and Diabarou prospects. Figure 3: Dandoko Project – Prospect locations overlain on soil sampling geochemistry and total magnetic intensity geophysical data 1 Refer Oklo's ASX release 22nd January 2014 Oklo Resources Limited Page 7 2015 Annual Report OPERATIONS REVIEW Table 1: Drilling statistics by prospect. Prospect Selingouma Disse Diabarou Total No. of holes 30 23 20 73 Metres 1,787 1,805 1,329 4,921 Disse At Disse, artisanal workings extend for over 880m co-incident with a gold-in-soil anomaly and dump samples of up to 16.25 g/t gold. Previous RC drilling by Oklo in 2013 along a single traverse (3 holes) returned significant results including 16m at 2.30 g/t gold from 158m. A program comprising 23 AC holes was completed during the financial year testing for along-strike extensions to the previously reported gold intersections below the artisanal workings on approximately 100m spaced traverses (Figure 4). Significant AC intersections from Disse are summarised in Table 2. Table 2: Summary of significant intersections from Disse (above 1.0g/t Au) Hole No. DIS03 DIS04 DIS09 DIS18 DIS22 Down Hole Intercept 21m at 5.67 g/t Au incl. 6m at 8.75 g/t Au and 3m at 20.8 g/t Au 3m at 3.75 g/t Au 3m at 12.80 g/t Au 3m at 4.38 g/t Au 1m at 1.18 g/t Au From Depth (Down Hole) 33m 36m 51m 3m 39m 15m 88m Noteworthy was the high grade mineralisation intersected in hole DIS03 (21m at 5.67 g/t gold) at a downhole depth of 33m, which was above and adjacent to the significant intersection from the 2013 drilling program at 158m depth. This result provides confidence on the continuity of mineralisation extending to surface. Drilling also intersected a second new parallel structure located approximately 500m to the north on a recently opened artisanal working with 3m at 4.38 g/t gold returned from hole DIS18. Based on these results, the Company intends to undertake a follow-up program of deeper RC drilling upon completion of the current AC programs. Subsequent to reporting date, further sampling and mapping was completed with a total of 21 in-situ samples collected from the bottom of the artisanal workings, which returned further high grade results of up to 20.2 g/t gold. Oklo Resources Limited Page 8 2015 Annual Report OPERATIONS REVIEW Figure 4: Disse prospect - Location of AC drilling results overlain on IP resistivity geophysical data Diabarou The Diabarou gold-in-soil anomaly covers an area of 1.2km north-east x 1.0km east-west. Artisanal workings have revealed gold-bearing quartz veins of up to 3m in thickness extending over 600m. Up to 64 g/t gold has been previously reported from surface rock chip samples along with soil results of up to 0.89 g/t gold. Drill rig access into the central part of the anomaly was hampered by the presence of active artisanal workings. The recently completed AC program totalling 20 holes for 1,329m was therefore restricted to evaluating the extent of a previous isolated RC intersection of 12m at 1.50 g/t gold and 20m at 1.44 g/t gold from 96m. The program intersected significant gold mineralisation in hole DIA12 (6m at 1.43 g/t gold), some 300m southwest of the previous RC hole (Figure 5). Subsequent to the reporting date , further sampling and mapping was completed over the prospect with a total of 45 in-situ samples collected from the bottom of the artisanal workings to assist in the understanding of the geology and design of further drilling programs. Significant assay results are tabulated in Table 3 and presented on Figure 5 below. High grade gold results of up to 68.3 g/t gold were returned from within the area untested by drilling and to the immediate east of the previous successful RC hole drilled in 2013 (refer table 3). This zone of artisanal workings will be the focus of a drilling program scheduled to commence in the 4th quarter of 2015. Oklo Resources Limited Page 9 2015 Annual Report OPERATIONS REVIEW Figure 5: Diabarou prospect - location of 2015 pit sampling results and AC drilling overlain on IP resistivity geophysical data Table 3: Significant bottom of artisanal pit sample results from Diabarou Sample No. AKDIAP2 AKDIAP3 AKDIAP5 AKDIAP11 AKDIAP34 AKDIAP35 AKDIAP36 AKDIAP41 Gold (Au) 14.2g/t 20.3g/t 19.1g/t 9.43g/t 33.7g/t 20.6g/t 68.3g/t 40.3g/t Sample Depth 26m 27.5m 30m 50m 17m 17m 15m 17m Sample Description Weathered quartz veins Saprolite with quartz veinlets Saprolite with quartz veinlets Saprolite with quartz veinlets Saprolite with quartz veinlets Weathered quartz veins Saprolite with quartz veinlets Saprolite with quartz veinlets Selingouma The Selingouma prospect comprises a series of open ended gold-in-soil anomalies that extend over 6km with peak values of up to 0.45 g/t gold. Previous reconnaissance auger and limited RC drilling outlined extensive alteration over wide zones associated with elevated gold and highly elevated arsenic results. An IP geophysical survey completed over the northern 600m extent of the Selingouma anomaly has outlined an interpreted sinistral oriented structure with potential dilational zones associated with surface gold anomalism. During the financial year, Oklo completed a total of 30 vertical AC holes for 1,787m over the geophysical anomaly and intersected encouraging gold mineralisation (Figure 6). Significant results received from the program are summarised in Table 4. Oklo Resources Limited Page 10 2015 Annual Report OPERATIONS REVIEW Table 4: Summary of significant intersections from Selingouma (above 1.0g/t Au) Hole No. Down Hole Intercept SEL17 SEL24 SEL33 SEL34 SEL38 18m at 1.75 g/t Au 3m at 1.31 g/t Au 9m at 1.38 g/t Au 9m at 1.40 g/t Au 3m at 2.42 g/t Au From Depth (Down Hole) 6m 51m 45m 21m 21m The significant AC results from the broad 200m spaced traverses are spatially associated with a pronounced IP resistivity low (Figure 6). Figure 6: Selingouma prospect - AC drilling traverses overlain on gold-in-soil geochemistry and IP resistivity geophysics Oklo Resources Limited Page 11 2015 Annual Report OPERATIONS REVIEW SOCAF PROJECT - Mali (Gold) In May 2011, Oklo acquired 75% of the issued capital of Malian company SOCAF sarl which holds the Boutounguissi South and Aourou concessions located 80km north of the regional gold mining centre of Kayes. The concessions are located close to a major regional highway, a regional airport, power and water. The Socaf permit (224km2) covers a sparsely outcropping inlier of Birimian volcanics, interpreted as a continuation of the Senegal-Mali Shear Zone (“SMSZ”). The SMSZ is widely mineralised and hosts no fewer than six major gold deposits for an endowment >40Moz including Sadiola (13.5Moz) and Loulo (12.5Moz, Figure 7). Although the SMSZ is now well explored along its southern extent, manifested in the form of several world-class gold deposits including the latest discovery of Fekola (5.15Moz), the prospectivity of the northern extension is poorly understood. As such, the potential for additional discoveries is considered high. Figure 7: Socaf – Project Location and other major gold mines in the region A total of 337 RC and 15 RAB holes were previously drilled in 2007-08 to assess three geochemical targets within the Socaf permit. Over 94% of these holes were less than 40 metres in depth. This drilling resulted in a small gold resource being outlined at the Nreilat prospect in late 2011. The resource remains open in a number of directions with the drilling to a large extent restricted to shallow depths and poorly optimised to adequately test the controlling structures. During the financial year, a planned AC drilling program at Socaf was deferred due to harder than expected ground conditions requiring additional equipment to be mobilised to site to complete the testing of down dip extensions to the significant intersections from the 2007-08 drilling program. These included 8m at 4.1 g/t gold and 8m at 3.5 g/t gold2 from an extensive gold-in-soil anomaly which extends for over 2km (Figure 8). Due to the onset of the wet season, this drilling is now scheduled for late 2015. 2 Refer Oklo’s ASX release 11th February 2011 Oklo Resources Limited Page 12 2015 Annual Report OPERATIONS REVIEW Figure 8: Socaf Project - Plan of gold-in-soil anomalies extending over 2km, IP survey area and previous AC drilling YANFOLILA PROJECT – Southern Mali (Gold) Oklo’s Yanfolila permit is located in southern Mali, 45km north of Avnel Gold’s Kalana gold mine (2.1Moz) and 35km east of Hummingbird Resources’ Komana gold project (1.8Moz). First pass drilling at the Solona Main prospect in 2012 returned significant intersections including 26.5m at 3.59 g/t gold and 15.6m at 2.01 g/t gold3 within an extensive gold-in-soil anomaly that extends for over 2km and has been tested by limited drilling. Subsequent to the reporting date, the Company completed a shallow AC drilling program testing a new gold geochemical anomaly outlined by soil sampling and shallow auger drilling at the Solona North West prospect, located 2.1 km to the northwest of Solona Main (Figure 9). The program comprised 28 holes totalling 1,022 metres and was designed on a nominal spacing of 50m by 100m to a maximum depth of 50m or refusal. Infill holes were drilled on visual inspection of samples. Numerous holes intersected wide zones (up to 16m) of quartz veining with some holes ending in gold mineralisation. Significant drill intersections from the program are summarised in Table 5. The program was highly successful in confirming the presence of bedrock gold mineralisation associated with the extensive quartz veining and has provided encouragement for follow-up RC drilling which will test the along strike and depth potential of this prospect beyond the relatively shallow capabilities of the AC drill rig. 3 Refer Oklo’s ASX releases 29th October 2013, 16th July 2014 Oklo Resources Limited Page 13 2015 Annual Report OPERATIONS REVIEW Table 5: Summary of significant intersections from Solona North West Hole No. SAC005 SAC007 SAC013 SAC014 SAC016 SAC023 SAC025 SAC027 Down Hole Intercept 21m at 0.57 g/t Au including 3m at 2.22 g/t Au 3m at 1.23 g/t Au 3m at 0.66 g/t Au 3m at 1.13 g/t Au 6m at 5.29 g/t Au 3m at 0.85 g/t Au 3m at 0.96 g/t Au 3m at 0.70 g/t Au From Depth (Down Hole) 9m, ended in mineralisation 3m, ended in mineralisation 27m, ended in mineralisation 9m, ended in mineralisation 6m 27m 0m 27m Solana North West 6m @ 5.29g/t gold Figure 9: Solona Main and Solona North West prospects showing drill hole locations overlain on magnetic geophysical data Oklo Resources Limited Page 14 2015 Annual Report OPERATIONS REVIEW SAMIT NORD – Mali (Phosphate) In 2011, Oklo’s wholly owned Malian subsidiary, La Société Oklo Uranium Limited Mali sarl was granted under the Malian Mining Code, a 30 year mining concession over the Samit Nord area for the exploration and mining of phosphate and other Group 2 minerals. Covering an area of 530km2, Samit Nord is located in eastern Mali, in close proximity to the regional centre of Gao. A program of surface sampling and mapping conducted on part of the granted area in late 2009, which amongst other phosphate occurrences, identified a phosphate deposit referred to as the “Plateau Deposit”. The deposit occurring at or within a few metres of surface is currently known to extend over 7.8 km in length and varies in width from 150 m and 1.3 km wide in places. A Scoping Study completed in August 2010 by GEOS Mining Mineral Consultants concluded that the project warranted further investigation. It was noted the initial exploration area constituted only a small part of the granted area and there are numerous other targets within this extensive area. The Samit Nord project concept comprises conventional shallow strip mining, mobile crushing and screening, with transport to a fixed plant at Gao for cone crush, mill grind, granulation and bagging. Due to a continuing security situation in this part of Mali, the Company in 2013 made application to invoke the Force Majeure provisions of the Malian Mining Code. No work was completed on the project during the financial year. KIDAL - Mali (Uranium and Base Metals) In November 2009, Oklo was granted, through a wholly owned Malian subsidiary, two mining concessions over its Kidal project. Due to ongoing social disruption in this remote area of Mali, applications for invoking the Force Majeure provisions of the conventions have been lodged with the Malian Government. Accordingly no work has been carried out on this project in the past 4 years. This tenement package represents a large land holding with a significant number of targets for uranium, as well as other base and precious metals, for future evaluation and is viewed as a strategically important long-term holding of the Group. No work was completed on the project during the financial year. Harts Range (Australia) Base Metals, Gold, Uranium During the March 2015 quarter, Mithril Resources Ltd notified Oklo that it was withdrawing from the Harts Range joint venture. Oklo also made the decision not to renew the tenements EL’s 25453 and 30005 which formed the Harts Range Project during the quarter so it could concentrate its technical staff and expenditure on its priority gold projects in Mali. Oklo Resources Limited Page 15 2015 Annual Report OPERATIONS REVIEW CORPORATE During the financial year, the Company successfully completed the following capital management initiatives:   A share placement of 180,000,000 (9,000,000 shares on a post-consolidation basis) ordinary shares at an issue price of $0.003 ($0.06 post consolidation) per share to raise $540,000 (before costs) in August and September 2014 an underwritten, non-renounceable rights issue of 1 new ordinary share for every 5 existing ordinary shares held at a price of $0.003 ($0.06 post consolidation) per ordinary security to raise up to $1,007,824 (before costs) through the issue of 335,941,431 (16,797,076 post consolidation) ordinary shares completed in December 2014 a consolidation of the Company’s share capital on a 1 for 20 basis in December 2014 the issue of 3,000,000 ordinary shares (post consolidation) in satisfaction of the debt owed by the Company’s wholly owned Malian subsidiary, Africa Mining sarl, to Dr Madani Diallo in December 2014    A share placement of 9,314,615 ordinary shares at $0.065 per share to raise $605,450 (before costs) in March 2015 and finalized in May 2015  The issue of 500,000 shares to Dr Madani Diallo in March 2015 pursuant to a consulting agreement entered into in March 2013. Competent Person’s Declaration The information in this report that relates to Exploration Results is based on information compiled by geologists employed by Africa Mining (a wholly owned subsidiary of Oklo Resources) and reviewed by Mr Simon Taylor, who is a member of the Australian Institute of Geoscientists. Mr Taylor is the Managing Director of Oklo Resources Limited. Mr Taylor is considered to have sufficient experience deemed relevant to the style of mineralisation and type of deposit under consideration, and to the activity that he is undertaking to qualify as a Competent person as defined in the 2012 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (the 2012 JORC Code). Mr Taylor consents to the inclusion in this report of the matters based on this information in the form and context in which it appears. Oklo Resources Limited Page 16 2015 Annual Report DIRECTORS REPORT The Board of Directors present their report on the Consolidated entity (referred to hereafter as the Group) consisting of Oklo Resources Ltd and the entities it controlled at the end of, or during the year ended 30 June 2015. DIRECTORS The names and details of the Company’s Directors in office during the financial year and until the date of this report, unless as otherwise stated, are as follows: Mr James Henderson B.Com, CA Non-Executive Chairman (appointed 3 November 2009) Mr Henderson is currently Executive Chairman of Transocean Group Pty Ltd, a corporate advisory and private equity group focused on the emerging company market. His expertise is in the area of corporate strategy and structuring, capital raising and commercial negotiation. Mr Henderson has led teams on a variety of transactions including mergers, acquisitions, dispositions, takeovers, and capital raisings particularly in Australia, Canada, the USA and Africa. Current External Directorships: Actus Mineral Corporation (TSX-V) Compass Gold Corporation (TSX-V) Past Directorships in last 3 years: Sherwin Iron Limited (ASX) Mr Simon Taylor B.Sc, MAIG,Gcert AppFin Managing Director from 5 March 2015, Non-Executive Director from 28 August 2014 to 5 March 2015 Mr Taylor is a geologist with over 25 years’ experience in exploration, project assessment and development in the resources sector. He has had a diversified career as a resources professional providing services to resource companies and financial corporations. His experience spans a range of commodities including gold, fertilisers (phosphate and potash), base metals, nickel, uranium, coal and coal seam methane. Whilst his experience includes Australia a majority of his projects have been in international countries including Brazil, Turkey, Uganda, Tanzania, Mali, China, UK and North America. His experience includes providing consulting services to resource companies and financial corporations as a resource analyst. His analytical and technical expertise, combined with his corporate experience have given him an ability to advise companies at a corporate and Board level including fund raising, acquisitions, promotion and recognising value opportunities to add shareholder value. Current External Directorships Past Directorships in last 3 years: Chesser Resources Limited (ASX) King Solomon Mines (ASX) TW Holdings Limited (ASX) Aguia Resources Limited (ASX) Bondi Mining Limited (ASX) Probiomics Limited (ASX) Oklo Resources Limited Page 17 2015 Annual Report DIRECTORS REPORT Mr Jeremy Bond B. Com, B. Econ., B. A Non-Executive Director (appointed 11 September 2014) Mr Bond is an investment manager of Terra Capital, an Australian based resource fund. He previously worked as a resource analyst at RAB Special Institutions Fund at RAB Capital Plc based in London. Prior to joining RAB, Mr Bond was an associate at Azure Capital, a boutique investment bank based in Perth, WA. There he worked on numerous mergers and acquisitions as well as being involved in a number of capital raisings in the resources sector. Current External Directorships XTD Limited (ASX) Past Directorships in last 3 years: Orecorp Limited (ASX) Mr Michael Pixley B. Bus. Non-Executive Director (appointed 14 March 2013, resigned 25 November 2014) Mr Pixley has many years’ experience in private banking, biotechnology and mining exploration, having been based in both Singapore and now Perth. Current External Directorships Panasia Corporation Limited (ASX) Past Directorships in last 3 years: Holista Colltech Limited (ASX) Mr Marshall Auerback BA Non-Executive Director (appointed 27 January 2011 and resigned 28 August 2014) Mr Auerback is a dual Canadian and British national and is resident in Denver, Colorado, USA. With a BA from Queens University, Kingston, Ontario and a BA (Jurisprudence) from Oxford University, United Kingdom, Mr. Auerback has been in the investment management world for over 27 years, with postings including, Hong Kong, Tokyo and New York. Mr Auerback is a director of Pinetree Capital Limited, a diversified investment firm based in Toronto Canada and listed on the TSX. Current External Directorships: Pinetree Capital Limited (TSX) Past Directorships in last 3 years: Compass Gold Corporation (TSX) COMPANY SECRETARY Ms Louisa Martino B.Com, CA, SA Fin Company Secretary (appointed 5 January 2015) Ms Martino is an experienced company secretary with a substantial background in accounting, finance, company compliance (ASIC and ASX) and corporate finance, including IPOs and mergers and acquisitions. Ms Martino has a Bachelor of Commerce from the University of Western Australia, is a member of the Institute of Chartered Accountants in Australia and a member of the Financial Services Institute of Australasia (FINSIA). Mr Alan Boys B.Com, CA Company Secretary (appointed 14 August 2007, resigned 5 January 2015) Mr. Boys is a Chartered Accountant with over 29 years’ experience in public accounting and corporate advisory services. Oklo Resources Limited Page 18 2015 Annual Report DIRECTORS REPORT PRINCIPAL ACTIVITIES The principal activities of the Group during the year were identification of potential mining resource assets for acquisition, acquiring same, conducting mineral exploration in Australia and the Republic of Mali. FINANCIAL POSITION The Group’s net assets at 30 June 2015 were $9,870,979 (30 June 2014: $7,583,832). The Directors consider that the Group is in a strong and stable financial position to continue and grow its existing activities. REVIEW OF OPERATIONS The Group’s operations are reviewed from pages 5 to 16 of the Annual Report. SIGNIFICANT CHANGES IN STATE OF AFFAIRS There were no significant changes in the state of affairs of the Group other than those referred to elsewhere in this report of the financial statements or notes thereto. During the year the Company undertook a share consolidation (refer Note 11) and all share and per share disclosures have been re-states to reflect a post consolidation number of shares, unless otherwise stated. EVENTS SUBSEQUENT TO REPORTING DATE On 22 September 2015, the Company announced that Mr Andrew Boys had agreed to renew his contact with the Company as a technical consultant for a further 12 months. Other than the above, there has not been any matter or circumstance that has arisen since the end of the financial year, that has significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. DIVIDENDS No dividends were declared or paid during the year. FUTURE DEVELOPMENTS Likely future developments in the operations of the Group are referred to in the Chairman’s Letter, Operations Review and Note on subsequent events. INDEMNIFICATION OF DIRECTORS AND OFFICERS During the year, the Company paid an insurance premium to insure certain directors and officers including Directors named in this report. The Directors and Officers Liability insurance provides cover against all costs and expenses that may be incurred in defending civil or criminal proceedings that fall within the scope of the indemnity and that may be brought against the officers in their capacity as officers of the Group. The insurance policy does not contain details of the premium paid in respect of individual officers of the Group. Disclosure of the nature of the liability cover and the amount of the premium is subject to a confidentiality clause under the insurance policy. The Company has not provided any insurance for an auditor of the group. Oklo Resources Limited Page 19 2015 Annual Report DIRECTORS REPORT ENVIRONMENTAL REGULATION The Group is aware of its environmental obligations and acts to ensure that its environmental commitments are met. The Group is not currently subject to significant environmental regulation in respect of its activities. The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use. For the measurement period from 1 July 2014 to 30 June 2015 the Directors have assessed that the Company has no current reporting requirements, but may be required to report in the future. PROCEEDINGS ON BEHALF OF THE GROUP No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year. NON-AUDIT SERVICES An amount of $Nil (2014: $2,448) was paid to the external auditor during the year for non-audit services. The Directors are satisfied that any non-audit services provided during the year ended 30 June 2015 did not compromise the general principles relating to auditor independence in accordance with APES 110:Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board. GENDER DIVERSITY The company has the following appointments by gender: Position Directors Senior executives Other employees Male 3 - - Female - - - Total 3 - - DIRECTORS’ INTERESTS IN SECURITIES OF THE GROUP At the date of this report the relevant interests of the Directors in shares or options over shares of the Group are: DIRECTOR ORDINARY SHARES James Henderson Simon Taylor Jeremy Bond 4,824,932 1,057,200 2,051,668 OPTIONS 2,568,720 2,000,000 1,000,000 Oklo Resources Limited Page 20 2015 Annual Report DIRECTORS REPORT Unissued ordinary shares of the Company under option at the date of this report are as follows: DATE OPTIONS GRANTED EXPIRY DATE ISSUE PRICE OF SHARES* NUMBER UNDER OPTION* 21 May 2013 20 May 2016 20 December 2013 and 12 February 2014 20 December 2016 20 December 2013 31 December 2016 12 February 2014 and 17 February 2014 12 February 2017 5 May 2014 4 May 2017 23 September 2014 22 September 2017 8 December 2014 8 December 2017 25 March 2015 25 March 2018 18 May 2015 18 May 2015 18 May 2018 18 May 2018 * - Reflects post-consolidation position $0.15 $0.10 $0.20 $0.10 $0.20 $0.10 $0.10 $0.10 $0.10 $0.15 350,000 581,000 2,500,000 468,950 1,000,000 540,000 4,007,825 500,000 500,000 500,000 At the date of this report the Group had on issue 113,597,173 ordinary shares and 10,947,775 options over ordinary shares. REMUNERATION REPORT (Audited) The information provided in this remuneration report has been audited as required under Section 308(3C) of the Corporations Act 2001. This report details the nature and amount of remuneration for each director of Oklo Resources Limited and key management personnel. For the purposes of this report, Key Management Personnel (“KMP”) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any Director (whether Executive or otherwise) of the parent company. The names and positions of the KMP of the company and the Group during the financial year were: Name Mr. James Henderson Mr Simon Taylor (Appointed 28 August 2014 as a Non-Executive Director and 5 March 2015 as Managing Director) Mr Jeremy Bond (Appointed 11 September 2014) Mr Michael Pixley (Resigned 25 November 2014) Mr. Marshall Auerback (Resigned 28 August 2014) Mr Ian Spence (Resigned 1 February 2015) Mr. Alan Boys (Resigned 5 January 2015) Position Chairman Managing Director Non-executive Director Non- executive Director Non-executive Director Chief Executive Officer Company Secretary Oklo Resources Limited Page 21 2015 Annual Report DIRECTORS REPORT REMUNERATION REPORT (Audited) (Cont.) Remuneration Policy The nature and amount of remuneration for the Non-executive Directors and executives depends on the nature of the role and market rates for the position, with the assistance of external surveys and reports, taking into account the experience and qualifications of each individual. The Board ensures that the remuneration of key management personnel is competitive and reasonable. Fees and payments to the Non- executive Directors reflect the demands which are made on, and the responsibilities of the Directors. Non- executive Director’s fees and payments are reviewed annually by the Board. In undertaking a review of the performance of both directors and executives, consideration is given to the respective performance of person during the review period; however there are no prescribed performance measures or hurdles connected with the level of remuneration. Given the current size, nature and risks of the Company, incentive options have been used to attract and retain Non-executive Directors and executives. The grant of such options is at the discretion of the Board and subject, as appropriate, to shareholder approval. The group has not engaged the services of external remuneration consultants to advise them on Director and executive remuneration policy. At the Company’s 2014 Annual General Meeting, the Remuneration Report was passed by way of show of hands and no comment was made on this matter by any attendees. Employment Contracts of Directors and Executives The directors do not have formal contracts as at the completion of the 30 June 2015 financial year. The directors are paid director’s fees under the terms agreed to by a directors’ resolution. By way of a directors’ resolution dated 23 December 2013, it was resolved that with effect from 1 July 2013, the current remuneration of directors be at the rate of $60,000 per annum for the Chairman and $30,000 per annum for Non-Executive Directors. By way of a directors’ resolution dated 17 November 2014, it was resolved that with effect from 1 September 2014, the current remuneration of the Chairman be at the rate of $48,000 per annum. By way of a directors’ resolution dated 26 March 2015, it was resolved that with effect from 1 March 2015, the current remuneration of the Managing Director be at the rate of $196,200 per annum The terms during the past year and as at the date of this report are set out as follows: Name Mr. James Henderson Mr. Simon Taylor Mr. Jeremy Bond Mr Michael Pixley Mr. Marshall Auerback Position Chairman Non-executive Director Managing Director Non-executive Director Non- executive Director Non-executive Director Annual Remuneration From 1/7/2014 $60,000 (to December 2014) $48,000 (from January 2015) $30,000 (to January 2015) $196,200 (from February 2015) $30,000 $30,000 $30,000 The payment of statutory employment entitlements (such as superannuation contributions) is in addition to the above amounts. The non-executive directors’ fees are determined within an aggregate directors’ fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at $300,000, which was approved by shareholders at the Annual General Meeting on 23 November 2006. Oklo Resources Limited Page 22 2015 Annual Report DIRECTORS REPORT REMUNERATION REPORT (Audited) (Cont.) In addition, during the year additional monies were paid to Transocean Securities Pty Ltd, Geeland Pty Ltd and Nepix Pty Ltd, related parties of Mr Henderson, Mr Taylor and Mr Pixley respectively with respect to consultancy services provided. These amounts are included salaries and fees in the following schedule By way of a directors’ resolution dated 7 April 2014, it was resolved that with effect from 1 January 2014 that monthly consulting fees of $3,500 per month would be paid to Transocean Securities Pty Ltd. This arrangement ceased on 30 September 2014. By way of a board resolution dated 26 August 2015, it was resolved that with effect from September 2015 that monthly consulting fees of $2,000 per month would be paid to Geeland Pty Ltd. This arrangement was varied in February 2015 when Mr Taylor was appointed Managing Director. See above for details. By way of resolution dated 7 April 2014, it was resolved that Nepix Pty Ltd would be paid consulting fees of $1,000 per month for the period 1 January 2013 to 31 December 2013 and with effect from I January 2014, an amount of $3,380 per month. This arrangement ceased in September 2014. By way of directors’ resolution dated 7 April 2014 it was confirmed that the fee payable to Lotus Australian Holding Pty Ltd would be an amount of $10,925 per month. By way of directors’ resolution dated 17 November 2014, it was confirmed that the fee payable to Lotus Australian Holding Pty Ltd would be an amount of $6,000 per month applicable from 1 October 2015. The former Company Secretary, Mr Alan Boys, is an employee of Dubois Group Pty Ltd, which provides the services of Mr Boys and other of its staff to undertake accounting and secretarial roles for the Group. The contract with Dubois Group Pty Ltd provides for the payment of fees on an hourly as needs basis and no period of prior notice of termination is required of either party. This arrangement ceased in January 2015. Remuneration of Key Management Personnel Details of the remuneration provided to the Key Management Personnel of the Group are set out in the following tables. Key Management Personnel of the Group 2015 SHORT- TERM Cash salary & fees $ 69,0001 106,2502 25,000 14,9063 5,000 220,156 POST EMPLOYMENT Superannuation Contribution $ - 1,188 2,375 1,188 - 4,751 59,2504 41,3055 100,555 - - - SHARE BASED PAYMENTS Options $ 15,110 75,980 15,110 - - 106,200 - - - Shares $ - - - - - - - - - TOTAL TOTAL $ 84,110 183,418 42,485 16,094 5,000 331,107 59,250 41,305 100,555 DIRECTORS J Henderson1 S Taylor J Bond M Pixley M Auerback Total OTHERS I. Spence A. Boys Total Note 1: Fees paid to Transocean Securities Pty Ltd Note 2: Of this amount $12,500 was paid to Simon Taylor directly and $93,750 was paid to Geeland Pty Ltd Note 3: Of this amount $4,766 was paid to Michael Pixley directly and $10,140 was paid to Nepix Pty Ltd Note 4: Fees paid to Lotus Australian Holding Pty Ltd Note 5: Company Secretary fees paid to Dubois Group Pty Ltd Oklo Resources Limited Page 23 2015 Annual Report DIRECTORS REPORT REMUNERATION REPORT (Audited) (Cont.) Key Management Personnel of the Group 2014 SHORT- TERM Cash salary & fees $ 77,5001 60,2802 30,000 167,780 65,5503 93,2634 158,813 POST EMPLOYMENT Superannuation Contribution $ - 2,775 2,775 - - - SHARE BASED PAYMENTS Options $ 58,000 29,000 29,000 116,000 40,000 29,000 69,000 Shares $ - - - - - - - TOTAL TOTAL $ 135,500 92,055 59,000 286,555 105,550 122,263 227,813 DIRECTORS J Henderson M Pixley M Auerback Total OTHERS I. Spence A. Boys Total Note 1: Fees paid to Transocean Group Pty Ltd Note 2: Includes fees of $30,280 paid to Nepix Pty Ltd Note 3: Fees paid to Lotus Australian Holding Pty Ltd Note 4: Company Secretary fees paid to Dubois Group Pty Ltd Share–based compensation The Company has engaged in share-based remuneration with the Directors during the year. During the year ended 30 June 2015, the Company granted the following persons or their nominees, options. Grant Date Vesting Date Expiry Date Exercise Price Number J. Henderson S Taylor S Taylor S Taylor J Bond 27 Nov 14 27 Nov 14 18 May 15 18 May 15 27 Nov 14 8 Dec 14 8 Dec 14 18 May 15 18 May 15 8 Dec 14 8 Dec 17 8 Dec 17 18 May 18 18 May 18 8 Dec 17 $0.10 $0.10 $0.10 $0.15 $0.10 1,000,000 1,000,000 500,000 500,000 1,000,000 Value Per Option at Grant Date $0.015 $0.015 $0.066 $0.056 $0.015 At a meeting of Members of the Company held on 27 November 2014, approval was granted for the issue of 3,000,000 options to the Directors with a strike price of $0.10 with an expiry date of 3 years after the date of issue (8 December 2017). At a meeting of Members of the Company held on 15 May 2015, approval was granted for the issue of 500,000 options to the Managing Director with a strike price of $0.10 with an expiry date of 3 years after the date of issue (18 May 2018) and a further 500,000 options with a strike price of $0.15 with an expiry date of 3 years after the date of issue (18 May 2018) The grant of options to the Managing Director has not been linked to performance; however the Board considered the issue of the options to be reasonable in the circumstances given the Company’s size, stage of development and need to attract directors and key management personnel of a high calibre while still maintaining cash reserves. Oklo Resources Limited Page 24 2015 Annual Report DIRECTORS REPORT REMUNERATION REPORT (Audited) (Cont.) Options granted carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share. The assessed fair value at grant date of options granted to the individuals is allocated equally over the period from the grant date to vesting date and the amount is included in the remuneration tables above. Fair values at grant date are independently determined using a Binomal Methodology option pricing model that takes into account the exercise price, the terms of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free rate for the term of the option. The model inputs for the options granted during the year ended 30 June 2015 included: $0.10 Options Expiring 8 Dec 17 (a) Options granted for nil consideration $0.10 Options Expiring 18 May 18 Options granted for nil consideration Exercise price of $0.10 (b) Exercise price of $0.10 (c) Grant date of 27 November 2014 Grant date of 18 May 2015 Expiry date of 18 May 2018 (d) Expiry date of 8 Dec 2017 Share price at grant date $0.11 (e) Share price at grant date $0.04 Expected price volatility being (f) Expected price volatility being 90% Expected dividend yield of nil Risk-free rate of 2.00% (g) Expected dividend yield of nil (h) Risk-free rate of 2.52% 90% $0. 15 Options Expiring 18 May 18 Options granted for nil consideration Exercise price of $0.15 Grant date of 18 May 2015 Expiry date of 18 May 2018 Share price at grant date $0.11 Expected price volatility being 90% Expected dividend yield of nil Risk-free rate of 2.00% Other transactions with Key Management Personnel Transactions with other related parties are made on normal commercial terms and conditions and at market rates. Outstanding balances are unsecured and are repayable in cash. (i) Transocean Securities Pty Ltd (Mr.James Henderson – Executive Chairman) Transocean Securities Pty Ltd, a company of which Mr James Henderson is a director, provides the Group with the services of Mr Henderson as director, office accommodation, capital advisory and underwriting services. A summary of the total fees paid to Transocean Securities Pty Ltd for the year ended 30 June 2015 is as follows Director and Consulting fees Underwriting and capital raising services Recoverable expenses Office rent and costs Consolidated 2015 $ 69,0001 - 9,447 38,371 $116,818 2014 $ 77,5001 125,000 9,692 27,505 $239,697 Note 1: These amounts are included in the key management personnel remuneration. The total amount due to Transocean Securities Pty Ltd as at 30 June 2015 was $2,519 (2014 : $27,948). Oklo Resources Limited Page 25 2015 Annual Report DIRECTORS REPORT REMUNERATION REPORT (Audited) (Cont.) (ii) Geeland Pty Ltd (Mr Simon Taylor – Non-executive Director from 28 August 2014 to 5 January 2015. Managing Director from 5 January 2015)) Geeland Pty Ltd, a company of which Mr. Simon Taylor is a director, provides consulting services to the Group. Director and Consulting fees Recoverable expenses Consolidated 2015 $ 93,7501 37,873 131,623 2014 $ - - - Note 1: This amount is included in the key management personnel remuneration The total amount due to Geeland Pty Ltd as at 30 June 2015 was $nil (2014: nil). (iii) Nepix Pty Ltd (Mr Michael Pixley – Non-executive Director – resigned 25 November 2014) Nepix Pty Ltd, a company of which Mr. Michael Pixley is a director, provides consulting services to the Group. Consulting fees Consolidated 2015 $ 10,1401 2014 $ 30,2801 Note 1: This amount is included in the key management personnel remuneration The total amount due to Nepix Pty Ltd as at 30 June 2014 was $Nil (2014: $10,140). (iv) Dubois Group Pty Ltd (Mr Alan Boys –Company Secretary – resigned 5 January 2015) Dubois Group Pty Ltd a company of which Mr. Alan Boys is a director provides secretarial services and accounting services of Mr Alan Boys and his staff to the Group. For the period 1 July 2013, Dubois Group Pty Ltd sublet an office from the Company. On 1 September 2013 Dubois Group Pty Ltd assumed the office lease formerly held by the Company and rent was paid by the Company from that date to Dubois Group Pty Ltd for provision of the registered office and office premises Payments for Goods and Services Secretarial and accounting fees Rent Recoverable Expenses Total Receivables for goods and services provided Rent Consolidated 2015 $ 41,305 6,000 14,975 62,280 2014 $ 93,2621 10,500 - 103,762 - 3,000 Note 1: This amount is included in the key management personnel remuneration The total amount due to Dubois Group Pty Ltd as at 30 June 2015 was $Nil (2014: $9,020). Oklo Resources Limited Page 26 2015 Annual Report DIRECTORS REPORT REMUNERATION REPORT (Audited) (Cont.) (v) Lotus Australian Holding Pty Ltd (Mr Ian Spence- Chief Executive Officer) Lotus Australian Holding Pty Ltd a company of which Mr. Ian Spence is a director provided CEO services during the year. Fees Consolidated 2015 $ 59,2501 2014 $ 65,550 Note 1: This amount is included in the key management personnel remuneration (vi) Aggregate amounts of each of the above types of other transactions with key management personnel of Oklo Resources Limited: (i) Amounts recognised as revenue Rent Amounts recognised as expense (ii) Director and consulting fees Company secretarial and accounting fees Underwriting and capital raising services Recoverable expenses Office rent and costs Consolidated 2015 $ 2014 $ - 3,000 232,1401 41,305 - 62,295 44,371 380,111 173,3301 93,2621 125,000 9,692 38,005 439,289 Note 1: This amount is included in the key management personnel remuneration Equity Instruments Held by Key Management Personnel a) Shareholdings - Number of shares held by key management personnel: 2015 Directors James Henderson Simon Taylor Jeremy Bond Michael Pixley Marshall Auerback Total Others Alan Boys Ian Spence Total Balance 30 Jun 20143 Acquisitions3 Disposals 4,544,932 7,5001 833,3341 7,500 98,557 5,491,823 435,550 386,405 821,955 - 1,049,700 1,218,334 - - 2,268,034 - - - Balance 30 Jun 2015 4,544,932 1,057,200 2,051,668 7,5002 98,5572 7,759,857 435,5502 386,4052 821,955 - - - - - - - - - Note 1: At date of appointment Note 2: At date of resignation Note 3: During the year the company completed a 1 for 20 share consolidation and all share numbers have been adjusted to reflect post-consolidation numbers of shares. Oklo Resources Limited Page 27 2015 Annual Report DIRECTORS REPORT REMUNERATION REPORT (Audited) (Cont.) (b) Options and Rights Holdings - Number of Options held by key management personnel Options to expire on 20 December 2016 at an exercise price of $0.10 2015 Directors James Henderson Total Balance 01.07.14 Granted as compensation Lapsed Disposals/ Acquired Vested & Exercisable Unvested Balance 30.06.15 294,500 294,500 - - - - - - 294,500 294,500 - - 294,500 294,500 Options to expire on 12 February 2017 at an exercise price of $0.10 2015 Directors James Henderson Total Balance 01.07.14 Granted as compensation Lapsed Disposals/ Acquired Vested & Exercisable Unvested Balance 30.06.15 269,715 269,715 - - - - - - 269,715 269,715 - - 269,715 269,715 Options to expire on 31 December 2016 at an exercise price of $0.20 2015 Directors James Henderson Directors James Henderson Simon Taylor Jeremy Bond Total Balance 01.07.14 Granted as compensation Lapsed Disposals/ Acquired Vested and Exercisable 1,000,000 Total 1,000,000 - - - - - - 1,000,000 1,000,000 Unvested Balance 30.06.15 1,000,00 0 1,000,00 0 - - 2015 Options to expire on 8 December 2017 at an exercise price of $0.10 Lapsed Disposals/ Acquired Granted as compensation Balance 01.07.14 - - - - 1,000,000 1,000,000 1,000,000 3,000,000 - - - - - - - - Vested and Exercisable 1,000,000 1,000,000 1,000,000 3,000,000 - Unvested Balance 30.06.15 1,000,00 0 1,000,00 0 1,000,00 0 3,000,00 0 - - - Oklo Resources Limited Page 28 2015 Annual Report DIRECTORS REPORT REMUNERATION REPORT (Audited) (Cont.) 2015 Options to expire on 18 May 2018 at an exercise price of $0.10 Directors Simon Taylor Total Balance 01.07.14 Granted as compensation Lapsed Disposals Vested and Exercisable Unvested Balance 30.06.15 - - 500,000 500,000 - - - - 500,000 500,000 - - 500,000 500,000 2015 Options to expire on 18 May 2018 at an exercise price of $0.15 Directors Simon Taylor Total Balance 01.07.14 Granted as compensation Lapsed Disposals Vested and Exercisable Unvested Balance 30.06.15 - - 500,000 500,000 - - - - 500,000 500,000 - - 500,000 500,000 Securities Trading Policy The Company’s security trading policy provides guidance on acceptable transactions in dealing in the Company’s various securities, including shares, debt notes and options. The Company’s security trading policy defines dealing in company securities to include: (a) Subscribing for, purchasing or selling Company Securities or entering into an agreement to do any of those things; (b) Advising, procuring or encouraging another person (including a family member, friend, associate, colleague, family company or family trust) to trade in Company Securities; and (c) Entering into agreements or transactions which operate to limit the economic risk of a person’s holdings in Company Securities. The securities trading policy details acceptable and unacceptable times for trading in Company Securities including detailing potential civil and criminal penalties for misuse of “inside information”. The Directors must not deal in Company Securities without providing written notification to the Chairman. The Chairman must not deal in Company Securities without the prior approval of the Chief Executive Officer. The Directors are responsible for disclosure to the market of all transactions or contracts involving the Company’s shares. This is the end of the Audited Remuneration Report. Oklo Resources Limited Page 29 2015 Annual Report DIRECTORS REPORT DIRECTORS’ MEETINGS The table below sets out the number of Directors’ meetings held during the period and the number of meetings attended by each as a Director. DIRECTOR J. Henderson S. Taylor1 J. Bond2 M. Pixley3 M. Auerback4 1. Appointed 28 August 2014 2. Appointed 11 September 2014 3. Resigned 25 November 2014 4. Resigned 28 August 2014 NUMBER OF MEETINGS ELIGIBLE TO ATTEND 7 4 4 5 3 NUMBER OF MEETINGS ATTENDED 7 4 4 5 0 AUDITOR’S INDEPENDENCE DECLARATION The auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 for the year ended 30 June 2015 has been received and can be found on page 31. This report has been made in accordance with a resolution of the Board of Directors pursuant to s.298 (2) of the Corporations Act 2001. Signed James Henderson Chairman, Sydney: 30 September 2015 Oklo Resources Limited Page 30 2015 Annual Report Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF OKLO RESOURCES LIMITED As lead auditor of Oklo Resources Limited for the year ended 30 June 2015, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Oklo Resources Limited and the entities it controlled during the period. Dean Just Director BDO Audit (WA) Pty Ltd Perth, 30 September 2015 BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania. CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 30 June 2015 Continuing Operations Other income Employee benefits expense Share based payments expense Professional fee expense Exploration expense Legal expense Administration expense Business Development Travel and accommodation expense Occupancy expense Foreign exchange Loss on sale of available for sale investment Results from continuing operations Finance income Finance costs Net finance income Loss before income tax Income tax expense Loss after income tax Net loss for the year Other comprehensive income Foreign currency translation differences for foreign operations Other comprehensive income for the year, net of income tax Note 2 24 2 3 Consolidated Group 2015 $ Consolidated Group 2014 $ 656,684 3,000 (192,266) (106,200) (220,727) (8,000) (13,019) (77,529) (61,811) (35,621) (42,737) 100 (32,015) (133,141) 9,464 - 9,464 (112,011) (215,000) (253,812) (4,611) (13,180) (84,822) - (62,048) (49,717) - - (792,201) 3,402 - 3,402 (123,677) (788,799) - - (123,677) (788,799) (123,677) (788,799) 88,037 88,037 (320,546) (320,546) Total comprehensive loss for the year (35,640) (1,109,345) Oklo Resources Limited Page 32 2015 Annual Report CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (Cont.) For the year ended 30 June 2015 Loss attributable to: Owners of the Company Non-Controlling Interest Total Comprehensive Loss attributable to: Owners of the Company Non-Controlling Interest Loss per share for loss attributable to the ordinary equity holders of the company: Diluted loss per share for loss attributable to the ordinary equity holders of the company: Note Consolidated Group 2015 Consolidated Group 2014 $ $ 13 14 4 4 (123,677) - (123,677) (788,799) - (788,799) (35,640) - (1,123,645) 14,300 (35,640) (1,109,345) (0.001) (0.016)* (0.001) (0.016)* * 2014 comparative has been restated due to share consolidation during the year. Refer Note 4. The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes Oklo Resources Limited Page 33 2015 Annual Report CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2015 CURRENT ASSETS Cash and cash equivalents Trade and other receivables Financial assets available for sale TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment Exploration and evaluation expenditure Note 15(a) 5 6 Consolidated Group Consolidated Group 2015 $ 2014 $ 871,871 19,256 - 891,127 285,786 8,660 40,000 334,446 7 8 95,893 9,128,431 191,633 8,016,414 TOTAL NON-CURRENT ASSETS 9,224,324 8,208,047 TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 10,115,451 8,542,493 9 244,472 TOTAL CURRENT LIABILITIES 244,472 NON-CURRENT LIABILITIES Borrowings 10 TOTAL NON-CURRENT LIABILITIES 158,354 158,354 800,307 800,307 958,661 - - 244,472 9,870,979 7,583,832 11 12 13 14 21,740,846 (484,126) (11,925,958) 540,217 19,575,543 (729,647) (11,802,281) 540,217 9,870,979 7,583,832 TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Accumulated losses Non-controlling interest TOTAL EQUITY The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. Oklo Resources Limited Page 34 2015 Annual Report CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2015 Consolidated Group Contributed Equity Accumulated losses ($) ($) Foreign Currency Translation Reserve ($) Share Option Reserve Total Reserve ($) Non- Controlling Interest Total ($) ($) ($) Balance at 30 June 2013 Loss for year Other comprehensive income Exchange differences on translation of foreign operation Total other comprehensive income Total comprehensive loss for the year Transactions with owners in their capacity of owners Non-controlling interest Contributions of equity, net of transaction costs Share based payments 14,012,620 - (11,013,482) (788,799) (933,261) - 288,360 - (644,901) - 525,917 - 2,880,154 (788,799) - - - - 5,562,923 - - (334,846) (788,799) (334,846) (788,799) (334,846) - - - - - - - - - - - 250,100 (334,846) 14,300 (320,546) (334,846) 14,300 (1,109,345) (334,846) 14,300 (1,109,345) - - 250,100 - - - - 5,562,923 250,100 Balance at 30 June 2014 19,575,543 (11,802,281) (1,268,107) 538,460 (729,647) 540,217 7,583,832 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. Oklo Resources Limited Report Page 35 2015 Annual CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2015 Consolidated Group Contributed Equity Accumulated losses ($) ($) Foreign Currency Translation Reserve ($) Share Option Reserve Total Reserve ($) Non- Controlling Interest Total ($) ($) ($) Balance at 30 June 2014 Loss for year Other comprehensive income Exchange differences on translation of foreign operation Total other comprehensive income Total comprehensive loss for the year Transactions with owners in their capacity of owners Non-controlling interest Contributions of equity, net of transaction costs Share based payments 19,575,543 - (11,802,281) (123,677) (1,268,107) - 538,460 - (729,647) 540,217 - 7,583,832 (123,677) - - - - 2,165,303 - - - (123,677) - - - 88,037 88,037 88,037 - - - - - - - 88,037 88,037 88,037 - - 157,484 157,484 - - - - - - 88,037 88,037 (35,640) - 2,165,303 157,484 Balance at 30 June 2015 21,740,846 (11,925,958) (1,180,070) 695,944 (484,126) 540,217 9,870,979 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. Oklo Resources Limited Report Page 36 2015 Annual CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2015 Consolidated Group Consolidated Group Note 2015 $ 2014 $ CASH FLOW FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest received Other receipts Net cash outflow in operating activities 15(a) CASH FLOW FROM INVESTING ACTIVITIES Payments for investment in Compass Gold Payments for investment in listed shares Loan to Compass Gold pre acquisition Cash acquired on acquisition of Compass Gold Proceeds from sale Investments Payments for exploration Net cash outflow in investing activities CASH FLOW FROM FINANCING ACTIVITIES (670,590) 9,464 - (661,126) - - - - 7,895 (731,812) (723,917) (575,613) 3,402 3,000 (569,211) (534,456) (40,000) (95,000) 97,777 - (675,588) (1,247,267) Proceeds from share issue (net of share issue costs) Net cash provided by financing activities 1,970,990 1,970,990 1,365,983 1,365,983 Net increase/ (decrease) in cash held 585,947 (450,495) Cash at beginning of the year Foreign exchange variances on cash 285,786 138 Cash at end of the year 15(a) 871,871 739,061 (2,780) 285,786 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. Oklo Resources Limited Page 37 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements for the consolidated entity consist of Oklo Resources Limited and its subsidiaries. Statement of compliance The financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Australian Accounting Interpretations and complies with other requirements of the law. The financial statements and notes of the consolidated entity comply with International Financial Reporting Standards (‘IFRS’). Oklo Resources Limited is a for-profit entity for the purposes of preparing the financial statements. The financial statements were authorised for issue by the Directors on 30 September 2015. Basis of preparation The financial statements have been prepared on the basis of historical cost. Cost is based on the fair values of the consideration given in exchange for assets. In the application of IFRS, management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgments. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Judgments made by management in the application of IFRS that have significant effects on the financial statements and estimates with a significant risk of material adjustments in the next period are disclosed, where applicable, in the relevant notes to the financial statements. New and amended standards adopted by the group The group has applied the following standards and amendments for the first time for the annual reporting period commencing 1 July 2014: Interpretation 21 Accounting for Levies   AASB 2013-3 Amendments to AASB 136 – Recoverable Amount Disclosures for Non- Financial Assets  AASB 2013-4 Amendments to Australian Accounting Standards – Novation of Derivatives and Continuation of Hedge Accounting  AASB 2014-1 Amendments to Australian Accounting Standards. The adoption of these standards has not resulted in changes in accounting policies that have resulted in adjustments to the amounts recognised in the financial statements. Oklo Resources Limited Page 38 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont). New standards and interpretations not yet adopted The Group’s assessment of the new and amended pronouncements that are relevant to the Group but applicable in future accounting periods is set out below: Effective Date 1/1/2018 1/1/2018 Standard Title Summary AASB 9 Financial Instruments AASB 15 Revenue from Contracts with Customers Replaces the requirements of AASB 139 for the classification and measurements of financial assets. This is the result of the first part of Phase 1 of the IASB’s project to replace IAS 39. The AASB has issued a new standard for the recognition of revenue. This will replace AASB 118 which covers contracts for goods and services and AASB111 which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer, so the notion of control replaces the existing notion of risks and rewards. The standard permits a modified retrospective approach for the adoption. Under this approach entities will recognise any applicable transitional adjustments in retained earnings on the date of the initial application (i.e. 1 July 2017) without restating the comparative period. Entities will only need to apply the new rules to contracts that are not completed as of the date of initial application The Group has elected not to early adopt any of the new and amended pronouncements. These are not expected to have significant on the financial performance or position of the Group upon adoption. Going concern This report has been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. The consolidated entity has incurred a net loss after tax for the year ended 30 June 2015 of $123,677 (June 2014: $788,799) and experienced net cash outflows from operating activities of $661,126 (June 2014: $569,211). As at 30 June 2015, the consolidated entity had net current assets of $646,655 (June 2014: $176,092). The Directors believe that there are sufficient funds to meet the consolidated entity’s working capital requirements. However the Directors recognize that the ability of the consolidated entity to continue as a going concern and to fund its planned exploration programs is dependent on the ability of the consolidated entity to secure additional funding. Oklo Resources Limited Page 39 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont). The Directors have reviewed the business outlook and are of the opinion that the use of the going concern basis of accounting is appropriate as they believe the consolidated entity will achieve the matters set out above. As such, the Directors believe that they will continue to be successful in securing additional funds through debt or equity issues as and when the need to raise working capital arises. However, should the consolidated entity be unsuccessful in securing additional funds, there is a material uncertainty that may cast significant doubt on the consolidated entity’s ability to continue as a going concern, and therefore the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business. Asset Acquisition On 11 December 2013, Oklo Resources Limited acquired 100% of the issued shares of Compass Gold BVI Mali Corp by the payment of $436,568 cash and the issue of 800,000,000 shares its shareholder, Compass Gold Corporation (TSXV:CVB). in Oklo Resources Limited to Given commonality of management and the nature of the assets acquired, it is not deemed a business acquisition and is an asset acquisition. Subsequent to settlement, Compass Gold Corporation distributed the settlement shares to its shareholders as a return of capital. A significant number of the shareholders of Oklo Resources Limited were also shareholders of Compass Gold Corporation such that following the acquisition, control of Oklo Resources Limited remained unchanged and therefore does not constitute a reverse acquisition. As the acquisition of Compass Gold BVI Mali Corp is not deemed a business acquisition, nor a reverse acquisition, the transaction must be accounted for as a share based payment for the net assets acquired. When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying amount based on their relative fair values in an asset purchase transaction and no deferred tax will arise in relation to the acquired assets and assumed liabilities as the initial recognition exemption for deferred tax under AASB 112 applies. No goodwill will arise on the acquisition and transaction costs of the acquisition will be included in the capitalised cost of the asset. Significant accounting estimates and assumptions include:- (i) Impairment of capitalised exploration and evaluation expenditure The future recoverability of capitalised exploration and evaluation expenditure is dependent upon a number of factors including, whether the Company decides to exploit the related lease itself or, if not whether it successfully recovers the related exploration and evaluation asset through sale. Factors that could impact future recoverability include the level of reserves and resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. Oklo Resources Limited Page 40 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which the determination is made. In addition, exploration and evaluation expenditure is capitalised if activities in an area of interest have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent that it is determined in the future that this capitalised expenditure should be written off, profits and net assets will be reduced in the period to which the determination is made. (ii) Share-based payments The Company measures the cost of equity-settled share-based payment transactions with employees by reference to the fair value of the equity instruments at the grant date. The fair value is determined by using a valuation model, the basis of which is set out in note 24. The accounting estimates and assumptions relating to equity-settled share- based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity. Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is reported. The accounting policies set out below have been applied in preparing the financial statements for the year ended 30 June 2015. (a) Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Oklo Resources Limited ('company' or 'parent entity') as at 30 June 2015 and the results of all subsidiaries for the year then ended. Oklo Resources Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'. Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Oklo Resources Limited Page 41 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance. Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. (b) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of Oklo Resources Limited. (c) Cash and cash equivalents For the purpose of the statement of cash flows, cash includes cash on hand and in banks and at call deposits with banks or financial institutions. (d) Investments and other financial assets Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. They are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on the purpose of the acquisition and subsequent reclassification to other categories is restricted. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership. Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are either: i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit; or ii) designated as such upon initial recognition, where they are managed on a fair value basis or to eliminate or significantly reduce an accounting mismatch. Except for effective hedging instruments, derivatives are also categorised as fair value through profit or loss. Fair value movements are recognised in profit or loss. Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets, principally equity securities that are either designated as available-for-sale or not classified as any other category. After in other comprehensive income through the available-for-sale reserve in equity. Cumulative gain or loss previously reported in the available-for-sale reserve is recognised in profit or loss when the asset is derecognised or impaired. initial recognition, fair value movements are recognised Oklo Resources Limited Page 42 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) Impairment of financial assets The consolidated entity assesses at the end of each reporting period whether there is any objective evidence that a financial asset or group of financial assets is impaired. Objective evidence includes significant financial difficulty of the issuer or obligor; a breach of contract such as default or delinquency in payments; the lender granting to a borrower concessions due to economic or legal reasons that the lender would not otherwise do; it becomes probable that the borrower will enter bankruptcy or other financial reorganisation; the disappearance of an active market for the financial asset; or observable data indicating that there is a measurable decrease in estimated future cash flows. The amount of the impairment allowance for financial assets carried at cost is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the current market rate of return for similar financial assets. Available-for-sale financial assets are considered impaired when there has been a significant or prolonged decline in value below initial cost. Subsequent increments in value are recognised in other comprehensive income through the available-for-sale reserve. (e) Financial instruments issued by the Company Debt and equity instruments Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement. Transaction costs on the issue of equity instruments Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued. Interest and dividends Interest and dividends are classified as expenses or as distributions of profit consistent with the statement of financial position classification of the related debt or equity instruments or component parts of compound instruments. (f) Impairment of assets At each reporting date, the entity reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher 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 for which the estimates of future cash flows have not been adjusted. Oklo Resources Limited Page 43 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash- generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior periods. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase. (g) Property, plant and equipment Each class of property, including land, buildings, plant and equipment is carried at cost less, where applicable, any accumulated depreciation. Depreciation Depreciation is provided on a straight line basis on all property, plant and equipment, other than freehold land. This is done over the useful lives of the asset to the Company commencing from the time the asset is held ready for use. The depreciation periods used for each class of depreciable assets are: Class of fixed asset Plant and equipment Software Office equipment Motor vehicles Buildings Depreciation period 5 years 3 years 5 years 5 years 10 years (h) Trade and other payables Trade payables and other accounts payable are recognised when the consolidated entity becomes obliged to make future payments resulting from the purchase of goods and services. (i) Provisions Provisions are recognised when the entity has a present obligation, the future sacrifice of economic benefits is probable, and the amount of the provision can be measured reliably. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cashflows estimated to settle the present obligation, its carrying amount is the present value of those cashflows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably. Oklo Resources Limited Page 44 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 1. (j) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) Revenue recognition Dividend and interest revenue Dividend revenue is recognised on a receivable basis. Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset. (k) Income tax Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). Deferred tax Deferred tax is accounted for using the comprehensive liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items. In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, branches, associates and joint ventures except where the consolidated entity is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the consolidated entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the company intends to settle its current tax assets and liabilities on a net basis. Oklo Resources Limited Page 45 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) Current and deferred tax for the year Current and deferred tax is recognised as an expense or income in the profit and loss, except when it relates to items credited or debited in other comprehensive income or directly to equity, in which case the deferred tax is also recognised in other comprehensive income or directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess. (l) Goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. (m) Employee benefits Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled within 12 months of the reporting date are recognised in current liabilities in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are recognised in non-current liabilities, provided there is an unconditional right to defer settlement of the liability. The liability is 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 on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Defined contribution superannuation expense Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred. Share-based payments Equity-settled and cash-settled share-based compensation benefits are provided to employees. Oklo Resources Limited Page 46 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) Equity-settled transactions are awards of shares, or options over shares that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price. The costs of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non- vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. The costs of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:  during the vesting period, the liability at each reporting date is the fair value of the  award at that date multiplied by the expired portion of the vesting period. from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date. All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability. Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met provided all other conditions are satisfied. If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification. If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. Oklo Resources Limited Page 47 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 1. (n) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) Leases Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership. Finance leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. Assets held under a finance lease are initially recognised at their fair value or, if lower, the present value of the minimum lease payments each determined at the inception of the lease. The corresponding liability is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the general policy on borrowing costs. Operating leases The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits or ownership of the leased item, are recognised as an expense on a straight line basis. (o) Earnings per share Basic earnings per share is determined by dividing the profit from ordinary activities after related income tax expense and after preference dividends by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. (p) Foreign currency translation Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is Oklo Resources Limited’s functional and presentation currency. Oklo Resources Limited Page 48 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates are of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. Group companies The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:  assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; income and expenses for each statement of comprehensive income are translated at average exchange rates; and all resulting exchange differences are recognised in other comprehensive income.   On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are taken to other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences are recognised in profit and loss, as part of the gain or loss on sale where applicable. (q) Mine properties Exploration and evaluation expenditures in relation to separate areas of interest are capitalised in the year in which they are incurred and are carried at cost less accumulated impairment losses where the following conditions are satisfied: i) ii) rights to tenure of the area of interest are current; and at least one of the following conditions is also met: a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively by its sale; or b) exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to the area of interest are continuing. Capitalised exploration costs are reviewed each reporting date to test whether an indication of impairment exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Oklo Resources Limited Page 49 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) Where a decision is made to proceed with development, accumulated expenditure is tested for impairment and transferred to capitalised development and then amortised over the life of the reserve associated with the area of interest once mining operations have commenced. Development expenditure is recognised at cost less any impairment of losses. Where commercial production in an area of interest has commenced, the associated costs are amortised over the life of reserves associated with the area of interest. Changes in factors such as estimates of proved and probable reserves that affect unit of production calculations are dealt with on a prospective basis. (r) Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principle market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interest. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed each reporting date and transfers between levels are determined based on a reassessment of the lowest level input that is significant to the fair value measurement. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. (s) 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. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of acquisition as part of the purchase consideration. If the entity reacquires its own equity instruments, e.g. as the result of a share buyback, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity. Oklo Resources Limited Page 50 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) (t) Acquisition of assets and goodwill The purchase method of accounting is used to account for all acquisitions of assets (including business combinations) regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the value of the instruments is their published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable measure of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Entity’s share of the identifiable net assets acquired is recorded as goodwill and not amortised, but tested for impairment annually and whenever there is an indication that the goodwill may be impaired. Any impairment is recognised immediately in profit or loss and is not subsequently reversed. If the cost of acquisition is less than the fair value of the business combination, the difference is recognised directly in the statement of comprehensive income. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the Entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. (u) Trade receivables Trade receivables are recognised initially at fair value. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. An allowance for doubtful receivables is established when there is objective evidence that the Entity will not be able to collect all amounts due according to the original terms of receivables. The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The movement of the allowance is recognised in the statement of comprehensive income. (v) Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans or borrowings are classified as non-current. Oklo Resources Limited Page 51 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 2. LOSS FROM OPERATIONS Other revenue and income from continuing operations Interest revenue Other- Gain on debt settlement Employee benefits expense Share based payments Professional fees expense Exploration expense Legal expense Administration expense Business development Travel and accommodation expense Occupancy expense Foreign exchange Loss on sale of available for sale investments Consolidated Group Consolidated Group 2015 $ 2014 $ 9,464 656,684 666,148 (192,266) (106,200) (220,727) (8,000) (13,019) (77,529) (61,811) (35,621) (42,737) 100 (32,015) 3,402 3,000 6,402 (112,011) (215,000) (253,812) (4,611) (13,180) (84,822) - (62,048) (49,717) - - Oklo Resources Limited Page 52 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 Consolidated Group Consolidated Group 2015 $ 2014 $ - - - - - - 3. INCOME TAX EXPENSE Current income tax expense/(benefit) Deferred income tax expense/(benefit) Total income tax expense/(benefit) Income tax expense differs to the standard rate of corporation tax as follows: Accounting loss before taxation (123,677) (788,799) Tax on loss at standard rate at 30% Tax effect of permanent differences Previously unrecognised timing differences Tax losses not recognised Income tax expense Deferred tax assets not recognised Temporary differences – P&L Temporary Differences - Equity Income tax losses (37,103) (165,024) (28,423) 230,550 - (28,423) 333,605 2,409,959 2,715,141 (236,640) 64,621 (28,120) 200,139 - 12,210 104,952 2,173,311 2,290,473 The recoupment of tax losses carried forward as at 30 June 2015 are contingent upon the company deriving assessable income of a nature and of an amount sufficient to enable the benefit from the losses to be realised; the conditions for deductibility imposed by tax legislation continuing to be complied with; and there being no changes in tax legislation which would adversely affect the company from realising the benefits from the losses. Oklo Resources Limited Page 53 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 Consolidated Group Consolidated Group 4. LOSS PER SHARE Basic loss per share – cents per share (0.001) 2015 $ 2014 $ (0.016)* The following reflects the loss and share data used in the calculations of basic loss per share and diluted loss per share: Net loss (123,677) (788,799)* Weighted average number of shares outstanding: Weighted average number of ordinary shares used in calculating basic earnings per share: Weighted average number of ordinary shares used in calculating diluted earnings per share: 96,260,624 47,829,005* 100,927,270 47,829,005* (a) Classification of securities Diluted earnings per share is calculated after classifying all options on issue and all ownership based remuneration scheme shares remaining uncovered at 30 June 2015 as potential ordinary shares. As at 30 June 2015, the company has on issue 10,947,775 options over unissued capital. Diluted loss per share has not been calculated as the Company made a loss for the year and the impact would be to reduce the loss per share. (b) Conversions, calls, subscriptions or issues after 30 June 2015. There have not been any conversions, calls, subscriptions or other share issues after 30 June 2015. * – 2014 information has been restated to account for the 20:1 share consolidation that occurred during the year ended 30 June 2015 5. TRADE AND OTHER RECEIVABLES Current Other Consolidated Group Consolidated Group 2015 $ 2014 $ 19,256 19,256 8,660 8,660 Oklo Resources Limited Page 54 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 6. Available for sale financial assets Australian listed equity securities 7. PROPERTY, PLANT & EQUIPMENT Office and field equipment: At cost Accumulated depreciation Motor vehicles At cost Accumulated depreciation Software: At cost Accumulated depreciation Land and buildings: At cost Accumulated depreciation Total property, plant & equipment – written down value Consolidated Group Consolidated Group 2015 $ 2014 $ - - 40,000 40,000 Consolidated Group Consolidated Group 2015 $ 2014 $ 166,849 (140,226) 26,623 283,567 (240,256) 43,311 27,612 (27,612) 0 34,707 (8,748) 25,959 95,893 165,589 (106,046) 59,543 282,997 (183,173) 99,824 27,557 (23,672) 3,885 34,637 (6,256) 28,381 191,633 Oklo Resources Limited Page 55 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 7. PROPERTY, PLANT & EQUIPMENT (Cont.) Movements in carrying amounts Consolidated Group: 2014 Opening net book value Additions via acquisition of subsidiary Disposals Accumulated depreciation Exchange differences Depreciation capitalised to exploration and evaluation asset Balance at 30 June 2014 2015 Opening net book value Depreciation capitalised to exploration and evaluation asset Exchange differences Balance at 30 June 2015 Office and field equipment Furniture Software and fixtures $ 7,827 157,784 $ - 295,861 $ - 28,810 Land and Building s $ - 36,212 - (106,046) (19,147) - (183,173) (44,927) - (23,672) (2,501) - (6,256) (10,691) 19,125 59,543 32,063 99,824 1,248 3,885 9,116 28,381 $ 59,543 (33,967) 1,047 26,623 $ 99,824 (56,713) 200 43,311 $ 3,885 (3,892) $ 28,381 (2,479) 7 - 57 25,959 Total $ 7,827 518,667 - (319,147) (77,266) 61,552 191,633 $ 191,633 (97,051) 1,311 95,893 8. EXPLORATION AND EVALUATION EXPENDITURE Consolidated Group Consolidated Group Note 2015 $ 2014 $ At written down value 9,128,431 8,016,414 Opening net book amount Additions Acquisitions Foreign exchange differences Closing net book amount 27 8,016,414 1,007,490 - 104,527 9,128,431 2,300,000 551,197 5,400,000 (234,783) 8,016,414 The Group has recognised an impairment of $Nil (2014: 5,400,000) with respect to the carrying value of capitalised exploration and evaluation expenditure. Oklo Resources Limited Page 56 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 9. TRADE AND OTHER PAYABLES Current Trade payables Sundry payables and accrued expenses 10. BORROWINGS Non-current Loan (unsecured) Consolidated Group Consolidated Group 2015 $ 2014 $ 149,698 94,774 244,472 74,572 83,782 158,354 Consolidated Group Consolidated Group 2015 $ 2014 $ - - 800,307 800,307 In acquiring Africa Mining sarl, as part of the Compass Gold transaction, a loan was due from Africa Mining sarl to Dr Madani Diallo. The loan was unsecured and interest free and could not be called upon to be repaid before 31 December 2016. On 24 September 2014 the Company accepted the grant of an option from Dr Madani Diallo to extinguish this loan through the issue of 3,000,000 ordinary shares in the Company. This option was exercised on 8 December 2014 (“Debt Settlement”). As a result of the Debt Settlement, a gain on debt settlement totalling $656,684 has been recorded as other income in the statement of profit or loss and other comprehensive income. Oklo Resources Limited Page 57 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 Consolidate d Group Consolidated Group 2015 $ 2014 $ 11. CONTRIBUTED EQUITY (a) Issued and paid up capital Fully paid ordinary shares 21,740,846 19,547,543 Number of shares Number of shares 2015 2014 2015 $ 2014 $ (b) Movements in shares on issue Beginning of the year(i) Issued during the year (ii) Issued during the year (iii) Issued during the year (iv) Issued during the year (iv) Issued during the year (v) Issued during the year (vi) Issued during the year (vii) Issued during the year (viii) Transaction costs on issue End of the year 74,985,482 - 9,000,000 705,010 16,092,066 3,000,000 8,429,615 500,000 885,000 17,524,984 57,460,498 - - - - - - - 19,575,543 - 540,000 42,301 965,524 180,000 547,925 42,500 57,525 113,597,173 - 113,597,173 74,985,482 - 74,985,482 21,951,318 (210,472) 21,740,846 14,012,620 5,912,185 - - - - - - - 19,924,805 (349,262) 19,575,543 (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) In December 2014, the company undertook a 20 for 1 share consolidation. All share numbers, including comparatives, have been adjusted to reflect the post-consolidation numbers. Refer to 30 June 2014 annual report for details of these transactions. Issue of shares in September 2014 pursuant to a placement. Issue of shares on 29 October 2014 pursuant to a 1 for 5 rights issue. The right issue closed in October 2014 and the Underwritten Shortfall was issued on 8 December 2014, following the consolidation of the Company’s securities. Issue of shares on 8 December 2014 in satisfaction of the debt owed by the Company’s wholly owned Malian subsidiary, Africa Mining sarl, to Dr Madani Diallo (refer Note 10). Issue of shares in March 2015 pursuant to a placement. Issue of shares on 27 March 2015 pursuant to a Representation Agreement with Dr Madani Diallo (M Consulting) of Mali. Issue of balance shares on 18 May 2015 pursuant to a placement. Oklo Resources Limited Page 58 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 11. CONTRIBUTED EQUITY (cont.) (c) Terms and condition of contributed equity Ordinary shares Ordinary shares have the right to receive dividends as declared and in the event of the winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company. (d) Share options At 30 June 2015 there were 10,947,775 (2013: 5,200,000) unissued ordinary shares for which options were outstanding. During the year, the Company issued 540,000 22 September 2017 unlisted options with an exercise price of $0.10 as consideration for underwriting a placement. During the year, the Company issued 3,000,000 8 December 2017 unlisted options with an exercise price of $0.10 as share based remuneration to the Directors of the Company. During the year, the Company issued 1,007,825 8 December 2017 unlisted options with an exercise price of $0.10 as consideration for underwriting a rights issue. During the period, the Company issued 500,000 23 March 2018 unlisted options with an exercise price of $0.10 to a consultant of the Company. During the period, the Company issued 500,000 18 May 2018 unlisted options with an exercise price of $0.10 to the Managing Director. During the period, the Company issued 500,000 18 May 2018 unlisted options with an exercise price of $0.15 to the Managing Director. (e) Capital risk management The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern, so it can continue its activities and provide returns for shareholders and other stakeholders. It is the board’s current policy, which it has operated since the company’s inception, that given the nature of its business, to fund its operations without the use of external borrowings. The board undertakes the preparation of an annual budget to assess its expected capital needs and to ensure sufficient capital is available to meet those needs. The financial performance of the company is measured on a regular basis against this budget to ensure that the company is meeting its cash inflow and outflow targets. In order maintain its capital structure and to maintain its policy of no external borrowings, to support its ongoing operations, the company may issue new shares or sell assets to provide ongoing funding of its operations. Oklo Resources Limited Page 59 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 12. RESERVES Foreign currency translation reserve: Balance at the beginning of year Currency translation differences arising During the year Balance at the end of the year Consolidated Group Consolidated Group 2015 $ 2014 $ (1,268,107) 88,037 (933,261) (334,846) (1,180,070) (1,268,107) Share option reserve: Balance at the beginning of year Value of option benefits granted pursuant to a capital raising fee Share based payments expense Capitalised as part of exploration expenditure Balance at the end of the year 538,460 28,188 106,200 23,096 695,944 288,360 65,100 185,000 538,460 Total reserves (484,126) (729,647) The Foreign Currency Translation Reserve records exchange differences arising on the translation of a foreign controlled subsidiary. The Options reserve records items recognised as expenses on the issue of employee share options or in respect of compensation for services rendered. 13. ACCUMULATED LOSSES Consolidated Group Consolidated Group 2015 $ 2014 $ Balance at the beginning of year Net loss attributable to owners of Oklo Resources Limited Balance at the end of the year (11,802,281) (11,013,482) (123,677) (788,799) (11,925,958) (11,802,281) 14. NON-CONTROLLING INTEREST Consolidated Group Consolidated Group 2015 $ 2014 $ Balance at the beginning of year Total comprehensive income attributable to non- controlling interest Balance at the end of the year 540,217 - 540,217 525,917 14,300 540,217 Oklo Resources Limited Page 60 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 15. NOTES TO THE STATEMENT OF CASH FLOWS (a) Reconciliation of cash Cash at bank Consolidated Group Consolidated Group 2015 $ 2014 $ 871,871 285,786 Loss after income tax (123,677) (788,799) Non-cash flows from continuing operations: Foreign exchange movements Exploration classified as investing Gain on debt settlement Exploration classified as Investing Shares issued to Madani Diallo Shares based payments Loss on sale of available for sale investment Changes in assets and liabilities: (Increase) / decrease in receivables Increase / (decrease) in payables (100) - (656,684) 8,000 - 106,200 32,015 (9,224) (6,861) (12,983) 4,611 - - 30,000 215,000 - 15,362 43,771 Increase / (decrease) in other creditors (10,795) (76,172) Net cash (used in)/generated by operating activities (661,126) (569,210) (b) Non-Cash Investing and Financing Activities (i) (i) (ii) 540,000 options with an exercise price of $0.10 per option and expiry date of 22 September 2017 were issued pursuant to an underwriting agreement for underwriting a plaecement. 1,007,825 options with an exercise price of $0.10 per option and expiry date of 8 December 2017 were issued pursuant to an underwriting agreement for underwriting a rights issue. 3,000,000 fully paid ordinary shares at were issued in satisfaction of the debt owed by the Company’s wholly owned Malian subsidiary, Africa Mining sarl, to Dr Madani Diallo (refer Note 10).. (iii) 500,000 options with an exercise price of $0.10 per option and expiry date of 25 March 2018 were issued to a consultant, with the amount capitalised as part of exploration expenditure Oklo Resources Limited Page 61 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 16. EXPENDITURE COMMITMENTS (a) Capital expenditure commitments Consolidated Group Consolidated Group 2015 $ 2014 $ No capital expenditure commitments were contracted for at reporting date. - - (b) Mineral tenement commitments - Within one year - Later than one year but not later than five years Aggregate expenditure contracted for at reporting date 69,000 21,200 90,200 78,632 15,800 94,432 17. CONTINGENCIES The Group’s Malian subsidiary SOCAF sarl has obligations in the event that it commences mining at either its Boutounguissi Sud or Aourou concessions in Mali. Under the granted concessions, the Government of Mali is entitled to a 10% interest in any mining company established to exploit a resource and may secure a further 10% on commercial terms. Pursuant to the concessions, upon commencement of mining an amount of $USD1,528,000 for Aourou and $USD343,735 for Boutounguissi Sud is payable to the Malian government in respect of past exploration costs incurred by it. Pursuant to an agreement with its founder M. B Camara an amount of FCFA 200,000,000 (approximately A$410,800) is payable from available cash-flow from mining, after reimbursement of the Malian Government for past exploration. 18. EVENTS SUBSEQUENT TO REPORTING DATE On 22 September 2015, the Company announced that Mr Andrew Boys had agreed to renew his contact with the Company as a technical consultant for a further 12 months. Other than the above, there has not been any matter or circumstance that has arisen since the end of the financial year, that has significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. Oklo Resources Limited Page 62 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 19. FINANCIAL RISK MANAGEMENT The Group attempts to mitigate risks that may affect its future performance through a process of identifying, assessing, reporting and managing risks of corporate significance. The board considers the principal risks of our business, particularly during the strategic planning and budget processes. The Group’s principal financial instruments comprise cash, short-term deposits and investments in shares. The main purpose of these financial instruments is to fund the Group’s operations. The Group has various other financial instruments such as trade debtors, trade creditors and borrowings, which arise directly from its operations. The main risk arising from the Group’s financial instruments is cash flow interest rate risk. Other minor risks include credit risk, liquidity risk, foreign exchange risk and capital risk management. The board reviews and adopts policies for each of these risks which are summarised (a) Credit risk The Group does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the Group. Financial instruments other than receivables that potentially subject the Group to concentrations of credit risk consist principally of cash deposits. The Group places its cash deposits with high credit quality financial institutions, being in Australia one of the major Australian (big four) banks. Cash holdings in other countries are not significant. The Group’s cash deposits are all on call and attract a rate of interest at normal short term money market rates. The maximum amount of credit risk the Group considers it would be exposed to would be $871,871 (2014: $325,786) being the total of its carrying values of cash and cash equivalents and other financial assets. The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates. Trade receivables Counterparties without external credit ratings Security and other deposits Other Cash at bank and short-term bank deposits AAA Consolidated Group Consolidated Group 2015 $ 2014 $ - - 19,256 19,256 - - - 8,660 8,660 871,871 285,786 Oklo Resources Limited Page 63 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 19. FINANCIAL RISK MANAGEMENT (cont.) (b) Cash flow interest rate risk The Group’s exposure to the risks of changes in market interest rates relate to its cash deposits. All other financial assets and liabilities in the form of receivables and payables are non-interest bearing. The Company had external borrowings amounting to $Nil as at 30 June 2015 (2014: $800,307). These external borrowings are non-interest bearing. The Group’s exposure to interest rate risk is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates. The Group does not have a formal policy in place to mitigate such risks as the Group’s income and operating cash flows are not materially exposed to changes in market interest rates. The Group’s exposure to interest rate risks and the effective interest rates on its financial assets and liabilities as at reporting date is as follows: Weighted Average Effective Interest Rate % 2015 $ 1.6% - - - - - Floating Interest Rate Fixed Interest Rate Maturing Within 1 Period 1-5 Periods Non- Interest Bearing Total 2015 $ 2015 $ 2015 $ 2015 $ 2015 $ 801,999 - - 801,999 - - - - - - - - - - - - - - - - - 69,872 19,256 871,871 19,256 - - 89,128 891,127 244,472 244,472 - - 244,472 244,472 2015 Financial assets: Cash at bank Trade and other receivables Investments Total financial assets Financial liabilities: Trade and other payables Borrowings Total financial liabilities Oklo Resources Limited Page 64 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 19. FINANCIAL RISK MANAGEMENT (cont.) Weighted Average Effective Interest Rate % 2014 $ 0.68% - - - - - Floating Interest Rate Fixed Interest Rate Maturing Within 1 Period 1-5 Periods Non- Interest Bearing Total 2014 $ 2014 $ 2014 $ 2014 $ 2014 $ 216,968 - - 216,968 - - - - - - - - - - - - - - - - - 68,817 8,660 40,000 117,477 285,786 8,660 40,000 334,446 158,354 158,354 800,307 958,661 800,307 958,661 2014 Financial assets: Cash at bank Trade and other receivables Investments Total financial assets Financial liabilities: Trade and other payables Borrowings Total financial liabilities Sensitivity Analysis At the reporting date, the variable interest profile of the Group and Company’s interest bearing financial instruments were: Consolidated Group Consolidated Group 2015 $ 2014 $ Financial assets 801,999 216,968 A change of 0.25% in the variable interest rates, at the reporting date, with all other variables held constant, would have increased/decreased the profit and loss by the amounts shown below. 0.25% is considered reasonable in light of current market expectations of interest rate movements. 0.25% increase 0.25% decrease Consolidated Group Consolidated Group 2015 $ 2,005 (2,005) 2014 $ 542 (542) Oklo Resources Limited Page 65 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 19. FINANCIAL RISK MANAGEMENT (cont.) (c) Liquidity risk The Group’s objective is to match the terms of funding sources to the terms of the assets or operations being financed. The Group aims to hold sufficient reserves of cash or cash equivalents to help manage the fluctuations in working capital requirements and provide the flexibility for investment into long- term assets without the need to raise debt. Maturities of financial liabilities The following tables analyse the Group’s and the parent entity’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contracted undiscounted cash flows. Group – at 30 June 2015 Trade and other payables Borrowings Group – at 30 June 2014 Trade and other payables Borrowings Less than 6 months $ 244,472 - Less than 6 months $ 158,354 - 6 – 12 months $ - - 6 – 12 months $ - - Between 1 and 2 years $ Between 2 and 5 years $ - - - - Between 1 and 2 years $ Between 2 and 5 years $ - - - 800,307 Over 5 years $ - - Over 5 years $ - - Total contractual cash flows $ Carrying amount (assets) /liabilities 244,472 $ 244,472 - - Total contractual cash flows $ Carrying amount (assets) /liabilities 158,354 $ 158,354 800,307 800,307 (d) Commodity price risk Due to the early stage of the Group’s exploration activities and its potential exposure to a number of different commodities, its exposure to commodity price risk is considered minimal. Increased risk is considered to arise where the Group engages in more detailed exploration and development of mineral commodities, changes in the price of commodities for which the Group is exploring and developing may result in changes to the Group’s market price. Oklo Resources Limited Page 66 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 19. FINANCIAL RISK MANAGEMENT (cont.) (e) Foreign Exchange Risk A risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency other than the consolidated entity’s functional currency. The Group operates internationally and is occasionally exposed to foreign exchange risk arising from currency exposures to the US Dollar, Euro and FCFA. At this time, given the Group’s limited level of activities outside Australia, exposure to foreign exchange risk is minimal and hedging policies have not been adopted. It is considered that the Group’s exposure to foreign currency exchange risk is not material. Should the Group’s activities outside Australia increase in future, the Board will look to adopt suitable policies for foreign exchange risk management. (f) Fair value of financial instruments The directors consider that the carrying amount of financial assets and financial liabilities recorded in the financial statements represents their respective net fair values, determined in accordance with accounting policies. The fair values and net fair values of financial assets and financial liabilities are determined as follows:   the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices; and the fair value of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis. 20. SEGMENT INFORMATION At 30 June 2015 the segment information reported was analysed on the basis of geographical Region (Australia and Mali). During the year to 30 June 2015, the Group’s management reporting has remained unchanged. Management has determined that the Company has two reportable segments, being mineral exploration in Mali and mineral exploration in Australia. Information regarding these segments is presented below. The accounting policies of the reportable segments are the same as the Group’s accounting policies. The following is an analysis of the Group’s revenue and results by reportable segment: Australia 2015 $ 2014 $ Mali 2015 $ 2014 $ Segment revenue Exploration expense Segment result - - - - 656,684 (4,611) (8,000) (4,611) 648,684 Group 2015 $ 656,684 (8,000) 648,684 2014 $ - (4,611) (4,611) - - - Oklo Resources Limited Page 67 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 20. SEGMENT INFORMATION (Cont.) The following is an analysis of the Group’s assets by reportable operating segment: 30 June 2015 $ 30 June 2014 $ Segment assets Australia Mali Total assets 816,667 9,298,784 10,115,451 260,788 8,281,705 8,542,493 The following is an analysis of the Group’s liabilities by reportable operating segment: Segment liabilities Australia Mali Total liabilities Result Other income Employee benefits expense Share based payments expense Professional fee expense Legal expense Administration expense Business Development Travel and accommodation expense Occupancy expense Foreign exchange loss Loss on sale of available for sale investment Finance income Loss before income tax 30 June 2015 $ 100,559 143,913 244,472 30 June 2014 $ 95,068 863,593 958,661 648,684 (4,611) - (192,266) (106,200) (220,727) (13,019) (77,529) (61,811) (35,621) (42,737) 100 (32,015) 9,464 (123,677) 3,000 (112,011) (215,000) (253,812) (13,180) (84,822) - (62,048) (49,717) - - 3,402 (788,799) Oklo Resources Limited Page 68 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 21. RELATED PARTY DISCLOSURES (a) Subsidiaries The consolidated financial statements include the financial statements of the ultimate parent entity Oklo Resources Limited and the subsidiaries listed in the following table: Name of Entity Oklo Resources Mali sarl Kidal Mining sarl Essouk Mining sarl Tessalit Mining sarl Telabit Mining sarl Anefis Mining sarl Adrar Mining sarl Tedeini Mining sarl Oklo Uranium Mali Limited sarl Socaf sarl Compass Gold (BVI) Mali Africa Mining sarl Compass Gold sarl (b) Earn--in agreement Country of Incorporation Republic of Mali Republic of Mali Republic of Mali Republic of Mali Republic of Mali Republic of Mali Republic of Mali Republic of Mali Republic of Mali Republic of Mali British Virgin Islands Republic of Mali Republic of Mali Equity Interest 2014 2015 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 75% 100% 100% 100% 75% 100% 100% 100% Investment of Parent 2015 2,550 2,434 2,434 2,434 2,434 2,434 2,550 2,550 2,550 2014 2,550 2,434 2,434 2,434 2,434 2,434 2,434 2,434 2,550 - 4,730,592 - 4,730,592 - - - - During the year, the Company was in an agreement with Mithril Resources Limited (ASX:MTH) over EL’s 25453 and 30005 (Oklo 40%/Mithril 60%). These tenements are located in the Harts Range area in the Northern Territory and are within Mithril’s East Arunta Project Area. During the March 2015 quarter, the Mithril advised the Company that it had withdrawn from the joint venture and the earn-in agreement has now ended. The Company’s past expenditure in respect of these tenements has been fully impaired. Oklo Resources Limited Page 69 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 22. KEY MANAGEMENT PERSONNEL (a) Directors and other key management personnel The directors of Oklo Resources Limited during the financial year were:  Mr James Henderson –Chairman  Mr Simon Taylor - Managing Director (appointed 28 August 2014)  Mr Jeremy Bond - Non-Executive Director (appointed 11 September 2014)  Mr Marshall Auerback – Non Executive Director (resigned 28 August 2014)  Mr Michael Pixley – Non-Executive Director (resigned 25 November 2014) Other key management personnel consisted of:  Mr Ian Spence – Chief Executive Officer (resigned 1 February 2015)  Mr Alan Boys - Company Secretary (resigned 5 January 2015) (b) Compensation of key management personnel Short-term employee benefits Post-employment benefits Share-based payments (c) Other transactions with key management personnel Amounts recognised as revenue Rent Amounts recognised as expense Director and consulting fees Company secretarial and accounting fees Underwriting and capital raising services Recoverable expenses Office rent and costs Consolidated Group Consolidated Group 2015 $ 320,711 4,751 106,200 431,662 2014 $ 326,593 2,775 185,000 514,368 Consolidated Group Consolidated Group 2015 $ 2014 $ - 3,000 232,1401 41,305 - 62,295 44,371 380,111 173,330 93,262 125,000 9,692 38,005 439,289 Note 1 – This amount is included in key management personnel remuneration. Oklo Resources Limited Page 70 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 23. REMUNERATION OF AUDITORS Auditors remuneration Consolidated Group Consolidated Group 2015 $ 2014 $ Amounts received or due and receivable by BDO Audit (WA) Pty Ltd -Audit and review of financial statements -Other amounts received or due and receivable by BDO- Tax advice Total remuneration 52,042 - 52,042 30,630 2,448 33,078 24. SHARE BASED PAYMENTS (a) Recognised share based payment expenses Expense recognised for director or key management personnel services Expense arising from equity settled share-based payment transactions as costs of equity raising Expense recognised for consulting services Expense recognised for consulting services (capitalised as exploration expenditure) Being Fair value of issue of Key Management Personnel options Fair value of issue of Key Management Personnel options Fair value of issue of Key Management Personnel shares Fair value of issue of shares other Recognised as expense Fair value of issue of Underwriter options Fair value of issue of Underwriter options Booked as cost of equity Fair value of options issue to a consultant (capitalised) Fair value of share issue to a consultant (capitalised) Booked as Exploration and Evaluation Expenditure (Asset) Total Note Consolidated Group 2015 $ Consolidated Group 2014 $ 106,200 185,000 28,188 211,150 - 30,000 65,595 - 199,983 426,150 45,330 32,875 27,995 - 106,200 12,960 15,228 28,188 23,095 42,500 65,595 145,000 40,000 - 30,000 215,000 146,050 65,100 211,150 - - - 199,983 426,150 (i) (ii) (iii) (iv) (v) (vi) (vii) Oklo Resources Limited Page 71 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 24. SHARE BASED PAYMENTS (Cont.) (i) At a Meeting of Members held on 27 November 2014, members approved the issue of 3,000,000 options to the directors with an expiry date of 8 December 2017 and a strike price of $0.10. The options have been valued using an option pricing model and have been given a fair value of $45,330, which has been expensed. The values and inputs used in the option pricing model were as follows: Options granted Value per option Life of options Risk free rate Volatility 3,000,000 $0.01511 36 months 2.52% 90% (ii) At a Meeting of Members held on 15 May 2015, members approved the issue of 500,000 options to the managing director with an expiry date of 18 May 2018 and a strike price of $0.10. The options have been valued using an option pricing model and have been given a fair value of $32,875, which has been expensed. The values and inputs used in the option pricing model were as follows: Options granted Value per option Life of options Risk free rate Volatility 500,000 $0.0657 36 months 2.00% 90% (iii) At a Meeting of Members held on 15 May 2015, members approved the issue of 500,000 options to the managing director with an expiry date of 18 May 2018 and a strike price of $0.15. The options have been valued using an option pricing model and have been given a fair value of $27,995, which has been expensed. The values and inputs used in the option pricing model were as follows: Options granted Value per option Life of options Risk free rate Volatility 500,000 $0.056 36 months 2.00% 90% (iv) On 22 September 2014, the Company issued 540,000 Options in consideration for underwriting services provided by Taylor Collison pursuant to the funding mandate entered into between the Company and Taylor Collison Limited dated 26 August 2014. The options have a strike price of $0.10 and expiry date of 22 September 2017. The options have been valued using an option pricing model and have been given a total market value of $12,960 which has been booked as a cost of equity. The values and inputs used in the option pricing model were as follows: Options granted Value per option Expiry date Risk free rate Volatility 540,000 $0.0240 22 September 2017 2.52% 90% Oklo Resources Limited Page 72 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 24. SHARE BASED PAYMENTS (Cont.) (v) On 8 December 2014, the Company issued 1,007,825 Options in consideration for underwriting services provided by Taylor Collison pursuant to the underwriting agreement in respect of the 1 for 5 rights issue entered into between the Company and Taylor Collison Limited dated October 2014. The options have a strike price of $0.10 and expiry date of 8 December 2017. The options have been valued using an option pricing model and have been given a total market value of $15,228 which has been booked as a cost of equity. The values and inputs used in the option pricing model were as follows: Options granted Value per option Expiry date Risk free rate Volatility 1,007,825 $0.0151 8 December 2017 2.52% 90% (vi) On 23 March 2015, the Company issued 500,000 Options in as part of a consultancy agreement between Cairn Geoscience and the company dated February 2015. The options have a strike price of $0.10 and expiry date 25 March 2018. The options have been valued using an option pricing model and have been given a total market value of $23,095 which has been booked as a cost of exploration and evaluation expenditure. The values and inputs used in the option pricing model were as follows: Options granted 500,000 Value per option Life of options Risk free rate Volatility $0.04621 36 months 2.25% 90% (vii) On 27 March 2015, the Company issued 500,000 shares in as part of a consultancy agreement between M-Consulting and the company dated March 2013. In accordance with the agreement, during the year a further 500,000 shares were issued following the second anniversary of the contract and the grant of shares has been capitalised as part of the cost of exploration and evaluation expenditure. The shares have been valued at fair value at the date of issue of $0.085 per share being a total of $42,500. Oklo Resources Limited Page 73 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 24. SHARE BASED PAYMENTS (Cont.) (b) Summary of Options Granted 2015 2014 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding at beginning of year(viii) Issued year ending 2014 (i)(viii) Issue (ii) Issue (iii) Issue (iv) Issue (v) Issue (vi) Issue (vii) Expired during the year Outstanding at end of the year 5,200,000 $0.22 650,000 - 540,000 1,007,825 3,000,000 500,000 500,000 500,000 (300,050) 10,947,775 - $0.10 $0.10 $0.10 $0.10 $0.10 $0.15 ($0.80) $0.14 4,550,000 - - - - - - - 5,200,000 Exercisable at end of the year 10,947,775 $0.14 5,200,000 $0.46 $0.18 - - - - - - - $0.22 $0.22 (i) Refer to 30 June 2014 annual report for details of issues. (ii) Issue of 540,000 unlisted options with exercise prices of $0.10 and expiry date of 22 September 2017 as consideration for underwriting fees on share placement Issue. Issue of 1,007,825 unlisted options with exercise prices of $0.10 and expiry dates of 8 December 2017 as consideration for underwriting fees on share placement. Issue of 3,000,000 unlisted options with exercise prices of $0.10 and expiry dates of 8 December 2017 as part of remuneration of directors of the company. Issue of 500,000 unlisted options with exercise prices of $0.10 and expiry dates of 25 March 2018 as part of consideration to a consultant of the company. Issue of 500,000 unlisted options with exercise prices of $0.10 and expiry dates of 18 May 2018 as share based remuneration of the Managing Director. Issue of 500,000 unlisted options with exercise prices of $0.15 and expiry dates of 18 May 2018 as share based remuneration of the Managing Director. (iii) (iv) (v) (vi) (vii) (viii) During the year the company completed a 1 for 20 share consolidation and all numbers of securities have been adjusted to reflect post-consolidation number of securities. (c) Weighted average remaining contractual life The weighted average remaining contractual life of the share options outstanding as at 30 June 2015 is 2.55 years (2014: 2.55 years). (d) Range of exercise prices The range of exercise prices for options outstanding at the end of the year is $0.10 to $0.20 (2014: $0.10 to $0.80). (e) Weighted fair average value The weighted fair average value of options granted during the year was $0.10 per option (2014: $0.054). The Company has not established an executive or employee share option plan as at the date of this report. Oklo Resources Limited Page 74 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 25. PARENT ENTITY DISCLOSURES Parent entity Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Equity Issued capital Accumulated losses Share based payment reserve Total equity Financial performance Loss for the year Other comprehensive income Total comprehensive income Contingent liabilities Contractual commitments: Operating lease Mineral properties Total contractual commitments 2015 $ 2014 $ 816,633 8,410,184 9,226,817 220,788 7,458,112 7,678,900 100,560 - 100,560 95,068 - 95,068 21,740,846 (13,310,532) 695,944 9,126,258 19,547,229 (12,530,171) 566,774 7,583,832 (780,361) - (780,361) (1,109,346) - (1,109,346) - - - - - - - - Oklo Resources Limited Page 75 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 26. NON-CONTROLLING INTERESTS IN SUBSIDIARY Summarised financial information of SOCAF sarl, the subsidiary with non-controlling interests that are material to the consolidated entity are set out below: Summarised statement of financial position Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Summarised statement of profit or loss and other comprehensive income Revenue Expenses Profit /(Loss) before income tax expense Income tax expense Loss after income tax expense Other comprehensive income Total comprehensive income Statement of cash flows Net cash from operating activities Net cash used in investing activities Net cash provided by financing activities Net increase/(decrease) in cash and cash equivalents Other financial information Loss attributable to non-controlling interests Accumulated non-controlling interests at the end of financial year Socaf sarl 2015 $ 2014 $ 20,876 2,373,376 2,394,252 36 240,417 240,453 1,142 2,316,417 2,317,559 36 168,252 168,288 2,153,799 2,149,271 - - - - - - - - - - - - - - - (52,431) 72,165 19,734 - (28,431) 29,093 662 - - 540,217 540,217 Oklo Resources Limited Page 76 2015 Annual Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2015 27: ASSET ACQUISITION On 11 December 2013, Oklo Resources acquired 100% of the issued shares of Compass Gold BVI Mali Corp by the payment of up to $450,000 cash and the issue of 40,000,000 shares in Oklo Resources Limited to its shareholder, Compass Gold Corporation (TSXV:CVB). Details of the fair value of the assets and liabilities acquired as at 11 December 2013 are as follows: Purchase consideration comprises: Cash 800,000,000 Ordinary shares Total Consideration Acquisition costs attributable to assets acquired Net assets acquired Cash and cash equivalents Trade and other receivables Property, plant and equipment Exploration and evaluation assets Trade and other payables Borrowings $ 436,568 4,196,136 4,632, 704 97,889 4,730,593 97,777 11,931 254,039 5,400,000 (12,351) (1,020,803) 4,730,593 Oklo Resources Limited Page 77 2015 Annual Report DIRECTORS’ DECLARATION OKLO RESOURCES LIMITED AND ITS CONTROLLED ENTITIES ABN 53 121 582 607 DIRECTORS’ DECLARATION The directors of the Company declare that: 1. The financial statements, comprising the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity, accompanying notes, are in accordance with the Corporations Act 2001 and: (a) comply with Accounting Standards and Corporations Regulations 2001 and other mandatory professional reporting requirements; and, (b) give a true and fair view of the financial position as at 30 June 2015 and of the performance for the year ended on that date of the consolidated entity. 2. In the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 3. The directors have been given the required declarations by the chief executive officer and chief financial officer required by section 295A. Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by: James Henderson Director Sydney: 30 September 2015 Oklo Resources Limited Page 78 2015 Annual Report Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia INDEPENDENT AUDITOR’S REPORT To the members of Oklo Resources Limited Report on the Financial Report We have audited the accompanying financial report of Oklo Resources Limited, which comprises the consolidated statement of financial position as at 30 June 2015, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Oklo Resources Limited, would be in the same terms if given to the directors as at the time of this auditor’s report. BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees. Opinion In our opinion: (a) the financial report of Oklo Resources Limited is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1. Emphasis of matter Without modifying our opinion, we draw attention to Note 1 in the financial report, which indicates that the ability of the consolidated entity to continue as a going concern is dependent on the ability of the consolidated entity to secure additional funding. This condition, along with other matters as set out in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business at amounts stated in the financial statements. Report on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2015. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion, the Remuneration Report of Oklo Resources Limited for the year ended 30 June 2015 complies with section 300A of the Corporations Act 2001. BDO Audit (WA) Pty Ltd Dean Just Director Perth, 30 September 2015 ASX ADDITIONAL INFORMATION As at 31 August 2015 The following information is required by the Australian Securities Exchange Limited in respect of listed public companies: 1. Shareholding (a) Distribution of shareholders- fully paid ordinary shares Size of Holding 1-1,000 shares 1,001 - 5,000 shares 5,001 – 10,000 shares 10,000 – 100,000 shares 100,001 shares and over Total Number of Shareholders 247 201 55 173 137 813 Percentage of Holders 30.4% 24.7% 6.8% 21.3% 16.9% 100% Number of Shares 106,412 508,746 443,312 6,909,148 105,629,555 113,597,173 Percentage of Shares 0.1% 0.4% 0.4% 6.1% 93.0% 100% (b) Marketable Parcels The number of shareholdings held in less than a marketable parcel is 453 holders with 641,866 shares. The required marketable parcel is $500 (5,556 shares). (c) Substantial Shareholders The company has received the following details of substantial shareholdings as notified pursuant to sections 671B of The Corporations Act. Substantial Shareholder Terra Capital Pty Ltd Dr Madani Diallo William Philip Seymour Richards Number of Securities 10,576,665 10,461,355 7,857,000 Voting Power 9.3% 9.2% 6.9% (d) Voting Rights The Constitution of Oklo Resources Limited provides that on a show of hands every member present or by proxy, attorney or other representative will have one vote for each fully paid share held by that member. Oklo Resources Limited Page 81 2015 Annual Report ASX ADDITIONAL INFORMATION As at 31 August 2015 Top Twenty Shareholders of Oklo Resources Limited: Fully Paid Ordinary Shares J P Morgan Nominees Australia Limited TT Capital Nominees Pty Ltd HSBC Custody Nominees (Australia) Limited GP Securities Pty Ltd Mr John Darroch + Mrs Gloria Darroch + Mr Richard Darroch + Ms Helen Darroch Citicorp Nominees Pty Limited Elliott Services Pty Ltd Highbound Holdings Pty Ltd Calama Holdings Pty Ltd Octifil Pty Ltd OFX Global Private Limited JH & KM Pty Ltd Mr John Darroch Mr Donald Bedford Courtenay Poulden Tisia Nominees Pty Ltd Transocean Securities Pty Ltd Fernland Holdings Pty Ltd Mr Madani Diallo Transocean Finance Pty Ltd Corporate Property Services Pty Ltd 11,300,579 8,772,417 8,408,120 4,205,500 3,842,797 3,738,047 3,000,000 2,947,223 2,853,750 1,670,788 1,666,667 1,618,051 1,500,000 1,500,000 1,353,361 1,232,580 1,218,334 1,188,938 1,145,830 1,104,567 Percentage of Total 9.95% 7.72% 7.4% 3.7% 3.38% 3.29% 2.64% 2.59% 2.51% 1.47% 1.47% 1.42% 1.32% 1.32% 1.19% 1.09% 1.07% 1.05% 1.01% 0.97% 64,267,549 56.57% Oklo Resources Limited Page 82 2015 Annual Report ASX ADDITIONAL INFORMATION As at 31 August 2015 Unlisted options Issued by The Company The company has the following unlisted options and option holders as detailed below: Holder Exercise Price Expiry Date Number Aglub Investments Pty Ltd Portafortuna Pty Ltd Taycol Nominees Pty Ltd <211 A/C> Compass Global Holdings Pty Ltd Fitel Nominees Limited Transocean Securities Pty Ltd Wealth Enterprises Limited Mr Philip Cawood Mr Hamish McCathie C G Nominees Pty Ltd Compass Global Holdings Pty Ltd Mr Steve Martin Transocean Nominees Pty Ltd Barclay Wells Limited JH & KM Pty Ltd Mr. Marshall Auerback Mrs. Anne Boys Mr Michael Pixley12/2/2017 Lotus Australian Holding Pty Ltd Transocean Securities Pty Ltd Wealth Enterprises Ltd Taycol Nominees Pty Ltd <211 A/c> Compass Global Holdings Pty Ltd Tisia Nominees Pty Ltd Lotus Australian Holding Pty Ltd Taycol Nominees Pty Ltd <211 A/c> Fernland Holdings Pty Ltd Jalonex Investments Pty Ltd Jimbzal Pty Ltd Taycol Nominees Pty Ltd <211 A/c> Ms Susan Boyd Jimbzal Pty Ltd Jimbzal Pty Ltd TOTAL $0.15 $0.15 $0.15 $0.15 $0.15 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.20 $0.20 $0.20 $0.20 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.20 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 20/5/2016 20/5/2016 20/5/2016 20/5/2016 20/5/2016 20/12/2016 20/12/2016 20/12/2016 20/12/2016 20/12/2016 20/12/2016 20/12/2016 20/12/2016 20/12/2016 6,250 200,000 43,750 50,000 50,000 299,000 80,000 41,000 41,000 104,000 4,000 5,600 4,000 2.400 31/12/2016 1,000,000 31/12/2016 31/12/2016 31/12/2016 12/2/2017 12/2/2017 12/2/2017 12/2/2017 12/2/2017 12/2/2017 4/5/17 22/9/2017 8/12/2017 8/12/2017 8/12/2017 8/12/2017 25.3.2018 18/5/2018 18/5/2018 500,000 500,000 500,000 96,000 269,720 16,000 60,000 14,960 12,270 1,000,000 540,000 1,000,000 1,000,000 1,000,000 1,007,825 500,000 500,000 500,000 10,947,775 Oklo Resources Limited Page 83 2015 Annual Report ASX ADDITIONAL INFORMATION As at 31 August 2015 2. COMPANY SECRETARY The name of the Company Secretary is Louisa Martino. 3. REGISTERED OFFICE Level 5, 56 Pitt Street Sydney, NSW, AUSTRALIA, 2000 Telephone: Facsimile: Website: +61 2 8823 3100 +61 2 9525 8466 www.okloresources.com 4. REGISTERS OF SECURITIES Computershare Investor Services Pty Ltd Level 11, 172 St Georges Terrace Perth, WA, 6000 5. STOCK EXCHANGE LISTING Australian Securities Exchange Limited (ASX Code: OKU) 6. RESTRICTED SECURITIES The Company has the following restricted securities: nil 7. ON MARKET BUY-BACK The company does not have a current on market buy-back facility. Oklo Resources Limited Page 84 2015 Annual Report ASX ADDITIONAL INFORMATION As at 31 August 2015 8. TENEMENT DIRECTORY Granted tenements as at the date of this report: Country Location Prospect Tenement Number Kidal 09/3639 Holder La Société Oklo Uranium Mali Ltd sarl La Société Oklo Uranium Mali Ltd sarl La Société Oklo Uranium Mali Ltd sarl SOCAF sarl 09/3640 11/0463 08/3232 North East Mali Tessalit Mali West Mali Samit Nord Boutounguissi South Aourou Yanfolila Dandoko Solabougouda Aite South Mali Kolondieba SOCAF sarl 08/2159 2012-0108/MM-SG DU Africa Mining sarl Africa Mining sarl 10-1305/MM-SG DU 2011-0469/MM-SG DU Africa Mining sarl 2015-1279/MM-SG 2012-0109/MM-SG DU Africa Mining sarl Oklo Resources Mali sarl Oklo Resources Limited Page 85 2015 Annual Report 

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