ANNUAL R E P O R T 2015/ 16 E C U A D O R | A U S T R A L I A | S O L O M O N I S L A N D S p: + 61 7 3303 0660 | f : +61 7 3303 0 6 81 | e : info@solgold.com.au | w : www.solgold.com.au CORPORATE INFORMATION TABLE OF CONTENTS Corporate Information Chairman’s Statement Strategic Report Governance Independent Auditor’s Report Consolidated Statement of Comprehensive Income Consolidated and Company Statements of Financial Position Consolidated and Company Statements of Changes In Equity Consolidated and Company Statements of Cash Flows Notes to the Financial Statements 03 05 06 46 54 56 57 58 60 61 DIRECTORS Brian Moller (Non-Executive Chairman) Nicholas Mather (Executive Director) Dr Robert Weinberg (Non-Executive Director) John Bovard (Non-Executive Director) Scott A. Caldwell (Non-Executive Director) – appointed 9 September 2016 BROKER SP Angel Corporate Finance LLP Prince Frederick House 35-39 Maddox Street London W1S 2PP United Kingdom BANKERS Macquarie Bank Ltd (Brisbane Branch) 345 Queen Street, Brisbane QLD 4000 Australia UK SOLICITORS Locke Lord LLP 201 Bishopsgate, London EC2M 3AB, United Kingdom AUSTRALIAN SOLICITORS HopgoodGanim Level 8, Waterfront Place 1 Eagle Street, Brisbane QLD 4000, Australia REGISTRARS Computershare Investor Services plc The Pavilions, Bridgwater Road Bristol BS99 7NH United Kingdom COMPANY SECRETARY Karl Schlobohm REGISTERED OFFICE 201 Bishopsgate, London EC2M 3AB, United Kingdom Registered Number 5449516 AUSTRALIAN OFFICE Level 27, 111 Eagle St Brisbane QLD 4000 Phone: + 61 7 3303 0660 Fax: +61 7 3303 0681 Email: info@solgold.com.au Web Site: www.solgold.com.au AUDITOR BDO LLP 55 Baker Street London W1U 7EU United Kingdom NOMINATED ADVISOR SP Angel Corporate Finance LLP Prince Frederick House 35-39 Maddox Street London W1S 2PP United Kingdom 3 3 ANNUAL REPORT 2016 4 ANNUAL REPORT 2016 ANNUAL REPORT 2016 CHAIRMAN’S STATEMENT STRATEGIC REPORT REVIEW OF OPERATIONS CORPORATE STRUCTURE SolGold is a Brisbane based Exploration Group that carries a diverse portfolio of exploration projects in Ecuador, Solomon Islands and Australia (Figure 1). SolGold has been focused on exploring the riches of the Andean Copper Belt in Northern Ecuador since 2012. The Cascabel Project is SolGold’s flagship project and to date the Group has announced a number of world class intersections of continuous copper and gold mineralisation at the Alpala Deposit. SolGold’s Board includes accomplished professionals with strong track records in the areas of exploration, mine development, investment, finance and law. Board and Management have significant vested interests in the Company. SolGold is based in Brisbane, Queensland, Australia. The company is listed on London’s Alternative Investment Market (AIM) under the AIM Code ‘SOLG’. In Queensland, Australia, we continue to evaluate the future exploration plans for the Mt Perry, Rannes and Normanby projects. Joint venture agreements are still being investigated with the strategy for the joint venture partner to commit funds and carry out exploration to earn an interest in the tenements. In the Solomon Islands, we continue to receive proposals to participate in new projects, and a number are being considered. If any of these proposals represent a high quality gold-copper opportunity, they will be pursued vigorously. SolGold’s continued aim is to advance a portfolio of exploration assets and deliver shareholder growth through the discovery of gold and copper deposits. With the level of interest shown in North America with our capital raisings, we are now progressing a listing on TSX as we believe this will benefit all shareholders and improve the Company’s profile. I would also like to mention the efforts over the past 12 months by all our staff, but with special mention to our senior management team in both Australia and Ecuador, who have worked tirelessly to advance the Cascabel project and also our CEO and MD Nick Mather, who has been instrumental in securing funding, in what at times had been a challenging capital market. On behalf of the Board, I would like to thank you for your support of the Group and I look forward to bringing you further news as our exploration efforts continue. Yours faithfully Brian Moller Chairman Dear Shareholder, On behalf of the Board of Directors of SolGold, I take pleasure in presenting the Annual Report for 2016. The year has again been one where the central focus has been on the exploration of Cascabel, our flagship copper gold porphyry project in Ecuador. By June 2016, the Group had completed approximately 25km² of soil sampling, 14km² of electrical surveys, 23,700m of drilling and expended a total of approximately US$32m on the program, corporate costs and investments. Following completion of a capital raisings in August and October 2016, drilling at the Cascabel project continues with new drilling contracts having been signed and completed for the Group to underpin an aggressive exploration and appraisal program at Cascabel. This will include drill testing the other key targets in the Cascabel concession at Aguinaga, Trivinio, Moran, Alpala Northwest, Hematite Hill, Alpala Southeast, Cristal, Tandayama-America and Chinambicito. A twelve month drill program is planned for 36,000 metres with up to six rigs and we are aiming for a two year program to end October 2018 for a total of 95,000 metres with up to 10 rigs. Post year end, we were delighted with the assistance of our Canadian advisors Maxit Capital LLC to undertake and successfully complete some USD54.5m of fund raising and this leaves us well armed with a USD44m treasury with which to attack the next 2 years progress of up to 95,000 metres of drilling at Alpala and several of the other targets defined to date at Cascabel. As part of the this fund raising program, we welcomed new major shareholders including TSX listed Guyana Goldfields Inc. and ASX listed Newcrest Mining Ltd , one of the world’s leading gold mining companies. We also welcomed Scott A. Caldwell as a Non-Executive Director to the SolGold Board of Directors on 9 September 2016. Scott is a mining engineer with over 30 years of experience building and operating gold and base metal mines worldwide, including USA, Canada, Russia, Zimbabwe, Chile, and Indonesia. He is currently the President, CEO and Director of Guyana Goldfields Inc. 5 6 ANNUAL REPORT 2016 ANNUAL REPORT 2016 Figure 1: SolGold Corporate Structure. REVIEW OF OPERATIONS Continued CORPORATE STRATEGY The Group’s corporate strategy is to: REVIEW OF OPERATIONS Continued CORPORATE STRATEGY Continued • Create substantial wealth for its shareholders by exploring, discovering and defining large inventories of, but not limited to, copper and gold metal. Primarily focus on copper and gold, taking up the growth potential and increasing global demands • • Target regions with world class deposits. • • • Target grass roots level exploration opportunities to enable low cost entry into projects. Focus on disciplined and systematic approach to exploration. Maximise shareholder funds on “in the ground” exploration expenditure as a proportion of the total budget in order to generate high-quality results. Secure additional exploration projects by the application for new tenements and/or farm-in style agreements. Undertake an on-going review of potentially ‘value accretive’ opportunities that are presented to the company from time to time. Respect the communities and environment in which we operate. Maintain a strong focus on Health and Safety for our employees and contractors. • • • • SolGold is taking up the growth potential for copper as global urbanisation irrevocably drives copper demand higher. The Group is all about two of the world’s most important metals, copper and gold. SolGold has a dedicated commitment to Corporate Social Responsibility and is passionate about the Group’s active health, safety, community and environment programs in its areas of exploration. The Group is proud but not complacent about its outstanding safety record and ensures that its people are properly trained and work in a planned and controlled manner under procedures that ensure safe operations. Environmental and social management programs initiated in 2015 continue to expand and build on the programs initially established in 2012. The Cascabel property is situated within the boundaries of three communities. The main community of Santa Cecilia located in the central part of the concession is very supportive of the Group’s presence and exploration activities. Local concerns regarding mining and exploration relate primarily to issues of water use and water management, and the Group have state of the art water recycling facilities in place at the Rocafuerte base and Alpala field camp and at each drill site, including the commissioning of innovative Solids Removal Unit (SRU) sediment removal technology through AMC Minerals. The SRU units are highly beneficial towards good environmental stewardship during drilling programs at Cascabel, and substantially lower water usage by reducing the volume of material transported from drilling and reduces the potential of suspended solids running off into natural fresh waters. The AMC SRU unit technology won the Association of Mining and Exploration Companies (AMEC) Convention Award in 2014. SolGold cares deeply about community relations, and strives to build strong community relations with the communities at Cascabel, through sponsoring many community enterprises as well as engaging the community in regular environmental monitoring studies and rehabilitation programs (Figure 2). Figure 2: SolGold is becoming one of the biggest exploration stories around (top), and imagery from some of SolGold’s current health, safety, community and environment programs (above). EXPLORATION STRATEGY The Group’s exploration strategy includes the following elements: • • • • • Capitalisation of the Group’s track record of success in the discovery of mineral resources. Detailed due diligence of project opportunities. A disciplined approach to the evaluation of projects to generate exploration datasets that may include all or some of the following exploration activities: geological mapping, stream, soil and rock chip geochemical sampling, and geophysical surveying. Generation of robust drill targets testing ore deposit models based on multiple exploration datasets. Drill testing targets to define potentially economic mineral resources that the Group can take to feasibility study stage. SolGold has a track record of experience at operational management and board level to define and develop mineral resources from discovery through to feasibility and development. The team remains engaged upon project generation globally, targeting tectonically fertile areas and in countries set to blossom in the next mining up turn, as well as streamlining assets in Australia and the Solomon Islands (Table 1, and Figure 3). In Ecuador, the Group is advancing the Cascabel project. Country wide generative work in order to acquire top quality projects in this emerging mining country, is progressing with a number of tenements being granted at the time of writing. At Cascabel, the benefits of corporate deals with Newcrest Mining Ltd and Maxit Capital are being realised as exploration widens beyond the world class deposit being discovered at Alpala. A review of drilling results has clarified world class intersections at updated metal prices, and geology Model analysis is constantly improving drill targeting capabilities. 7 8 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued EXPLORATION STRATEGY Continued SRK consultants were commissioned to qualify complex geological modelling and a technical report on exploration at Alpala. The Alpala deposit is larger than previously thought, and the Alpala Maiden Resource was deferred due to excessive portions of the deposit remaining open. Further drilling is required to fully constrain the Alpala resource which is expected to require an additional 92,000m of drill testing. Additional porphyry copper-gold targets within the Cascabel concession require over 100,000m of drill testing, with a supplementary 90,000m of drilling anticipated for resource definition at additional targets. The aggressive ramp up of Alpala Resource drilling includes the arrival of 3 track mounted deep hole diamond drill rigs in October 2016, February 2017 and March 2017, ahead of a progressive ramp up to 10 diamond drill rigs, for testing of high-priority targets. In the Solomon Islands, SolGold has streamlined its in-country presence after significant drill testing reduced the prospectivity of Fauro, Koloula and Malakuna tenements. The exciting Kuma project in Guadalcanal has emerged as a significant porphyry copper-gold target upgraded by recent geochemical and spectral work by Guadalcanal Exploration Pty Ltd (GEX). In Australia, a reassessment of the range of projects held in Queensland has resulted in definition of detailed work programs that will be put in place as exploration funds become available. PROJECT Cascabel Kuma Rannes Mt Perry Normanby LOCATION Ecuador STYLE OWNERSHIP Copper Gold Porphyry SolGold (85% interest) Solomon Islands Copper Gold Porphyry Queensland, Australia Epithermal Gold 100% Owned 100% Owned Queensland, Australia Porphyry and Vein Gold 100% Owned Queensland, Australia Gold Copper Porphyry Cracow West Queensland, Australia Epithermal Gold Westwood Lonesome Queensland, Australia PGE Layered Intrusion Queensland, Australia Epithermal Gold Table 1: SolGold exploration projects 100% Owned 100% Owned 100% Owned 100% Owned REVIEW OF OPERATIONS Continued ECUADOR Cascabel Project (85% interest) Location: Ownership: 180 km north of the capital Quito, Ecuador Exploraciones Novomining S.A (ENSA) holds 100% of Cascabel concession. SolGold owns 85% of ENSA. Tenement Area: 50 km2 Primary targets: Porphyry copper-gold The Cascabel Project is a porphyry copper- gold deposit located in the Imbabura province of northwest Ecuador. It lies just off the main road, an easy 3-hour drive north of Ecuador’s capital city, Quito. The climate zone is tropical- savannah and vegetation is tropical forest with a well-developed soil horizon. Topography rises from elevations of 900 metres to 2,200 metres and the moderate to steep landscape is incised by four large drainage complexes. A first-order paved highway provides year-round access and crosses the north-east corner of the concession (Figure 4). Cascabel is SolGold’s flagship project and shows significant promise of hosting a tier 1 resource. At Alpala, 23,700m of drilling has been completed for 18 drill holes of which 16 have hit the Alpala deposit and 6 of which (Holes 5, 9, 12, 15R2, 16 and 17) delivered world class intersections - consisting of over 1km of continuous mineralisation grading over 1% Copper Equivalent. Drill hole CSD-14-009 for example, returned one of the best results in the history of mineral exploration, with 1312m grading 0.63% copper and 0.67 g/t gold for 1.23% Copper Equivalent. Drilling to date has not yet constrained the rich Alpala copper-gold deposit, and estimation of a resource is premature. Alpala alone is emerging as a Tier 1 copper project with high average grades in both copper and gold. The project will also enjoy the support of the surrounding 14 identified targets. SolGold now has a war chest of US$44 million, which will primarily be used to expand Alpala and drill test the other copper-gold targets, particularly Alpala, Alpala South East, Hematite Hill, Trivinio, Moran, Aguinaga and Tandayama- America. Over 90,000 metres of drilling is planned over the next two years. Ecuador is undergoing a transformation with significant improvements to infrastructure, including five key sea ports, over 10,000km of new highways, and 10 new hydroelectric projects. These infrastructure improvements are sure to afford the project enormous capital advantages as it moves toward feasibility over the coming years. Completion of a new access road to Alpala Camp via the village of Santa Cecilia in co-operation between the provincial government and the local community is providing vital operational advantages to the project. Figure 3: SolGold areas of interest (left) and some of SolGold’s experienced geoscientists at work (right). Figure 4: Location of the Cascabel project in northwest Ecuador, and examples of the infrastructure being developed across the country. 9 10 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued ECUADOR Continued REVIEW OF OPERATIONS Continued ECUADOR Continued Northern Ecuador lies within the under-explored northern section of the richly endowed Andean Copper Belt, which extends from Chile in the south to Colombia in the north and then north-west into Panama. The tenement lies on the margin of the Eocene and Miocene metallogenic belts which are renowned for hosting some of the world’s largest porphyry copper and gold deposits, like the giant La Escondida Copper Mine in Chile, which is the world’s largest producer of copper and hosted within the same age host rocks as Cascabel (Figure 5). A number of other globally significant deposits have been discovered in the region, some of which are becoming mines. These include the Junin copper project (982 million tonnes at 0.89% Cu), located some 60 km to the south-west of Cascabel, the La Colosa porphyry deposit (905 million tonnes at 0.92 g/t Au) located to the north in Colombia and the massive Cobre Panama deposit (3.3 billion tonne at 0.36% Cu) located to the north in Panama which contains over 26 million ounces of gold. The Fruta del Norte project in southern Ecuador is among the largest and highest grade undeveloped gold projects in the world (23.5 million tonnes at 9.59 g/t Au) and highlights the pedigree of potential within the country. Figure 5: Regional geological setting of the Cascabel property in northern Ecuador, showing nearby major porphyry deposits. The Cascabel project area is located above the subducted extension of the Carnegie Ridge, where low angle subduction of buoyant slabs have generated zones of high magma flux and an environment for outstanding porphyry copper and gold fertility. The project is located within the Cordillera Occidental (or Western Cordillera) of the Ecuadorian Andes. Basement rocks consist of ocean floor basalts and sediments of Cretaceous age. High-level Eocene (and possibly Late- Miocene) batholiths and associated granite, granodiorite and diorite bodies intrude volcanic and sedimentary rocks of Cretaceous to Tertiary age. The regional controls that localise gold and copper mineralisation at Cascabel are intimately related with the three-dimensional interaction of deep seated NE-trending 1st order (arc-parallel) structures, with NW-trending 2nd order (arc-normal) faults, and NNW-trending 3rd order structures (Figure 6). Within the Cascabel concession, volcanic and sedimentary rocks are intruded by a number of Quartz diorite, diorite and hornblende diorite stocks and dykes. The SolGold field teams continue to perform 1:500 scale, “Anaconda” style geological mapping over the tenement area and updates to the local geology map remain ongoing. Figure 6: Regional topographic imagery showing regional structural framework of the Cascabel project area (left), and major structural lineaments recognised within the Cascabel concession. (right). Exploration Highlights Exploration on the Cascabel concession has included: geological mapping, stream silt sampling, soil sampling, rock chip sampling, channel sampling, a heli-magnetic survey (which has been modelled in 3D), a radiometric survey, gridding in preparation for a 3D Induced Polarisation (IP) and magneto-telluric (MT) survey, diamond drilling, petrography, mineragraphy, metallurgical scoping work, terra-spec spectral mapping, and orientation and environmental base line sampling. Exploration activity to date has identified 14 potential porphyry centres at Cascabel, with 8 high priority prospects at (Figure 7): 1. Alpala 2. Alpala Northwest 3. Alpala Southeast 4. Trivinio 5. Moran 6. Aguinaga 7. America-Tandayama 8. Cristal 11 12 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued ECUADOR Continued Exploration activities during 2016 included: • Anaconda style geological mapping in key areas. • Exploration reconnaissance mapping and sampling across the mineralised corridors identified. • Extension and infill soil sampling across the remaining prospective portion of the tenement. Rock-saw channel sampling at Alpala, Alpala Southwest, Alpala South, Trivinio and Moran prospects. Re-modelling of constrained heli-magnetic, Orion 3DIP and magneto-telluric (MT) surveys at Alpala and Aguinaga using data collected from magnetic susceptibility of drill core and magnetic susceptibility of rock outcrops at satellite prospects Diamond drilling of holes 12 to 17 at Alpala, for a total of 11,544m, bringing the total metres drilled at Cascabel to 23,700m. Upgrade and expansion of the Alpala field camp and the Rocafuerte field office. Petrographic work on drill core from drill holes at Alpala, confirming intrusive lithologies, mineralisation styles, paragenesis, and alteration types. Mineragraphy and metallurgical scoping work. Spectral alteration mapping and soil gridding across the tenement, and follow-up deep auger mapping. Further refining targets identified. Ongoing environmental management with strict adherence to guidelines provided by the Ministry of Environment. Submission of annual technical and environmental management reports. Preparation for ground-magnetic and Lidar surveys in 2017. • • • • • • • • • REVIEW OF OPERATIONS Continued ECUADOR Continued The completion of soil gridding and infill across the entire tenement area has produced coincident molybdenum, gold and copper / zinc ratio in soil anomalies that highlight targets of potential porphyry centres characterised by higher temperatures of mineralisation. The low manganese in soil is inferred to be related to intense late-stage hydrothermal alteration, whilst the presence of elevated zinc surrounding these areas of low manganese is a geochemical signature that is typical of the metal zonation around porphyry copper-gold deposits (Figure 8). Preparation for ground-magnetic and Lidar surveys in 2017. Figure 8: Examples of soil geochemical anomalism (for molybdenum, manganese and copper-zinc ratio) over the Cascabel project area, showing classical porphyry signatures at Alpala, Aguinaga, Chinambicito and America-Tandayama. Priority target areas at Alpala, Trivinio, Hematite Hill, Alpala South East and Aguinaga will be drill tested in the coming year, whilst field programs continue to assess potential of the 14 possible porphyry centres identified to date. Detailed follow up field work and technical studies of the other satellite targets continue as new target are being generated in the surrounding areas and exploration over the tenement. During the year, the geology department collected 34 rock chip samples, 279 two metre long rock-saw channel samples, and 504 soil samples. Rock saw channel sampling was completed at Alpala, Alpala South, Parambas, Trivinio and Moran, whilst soil sampling saw completion of 100% coverage across the tenement, as well as completing infill sampling over the Alpala Central area. Figure 7: Key prospect areas showing interpreted porphyry centres over RTP magnetics background (left), and mineralised structural corridors identified at Cascabel (right). 13 14 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued ECUADOR Continued Alpala Following the granting of the Environmental License on 27 August 2013, SolGold commenced diamond drilling on 1 September 2013. The completion of 18 diamond core holes over a 700m by 350m surface area along an 1800m deep vertical column has now defined a northwesterly-trending, steeply northeast-dipping zone of multi-phase porphyry style stock-work veining and associated phases of diorite to quartz diorite stocks and dykes. This intrusive complex is hosted by a sequence of andesitic volcanoclastic rocks and lavas. The host-rocks are mapped as the Oligocene to Early Miocene San Juan de Lachas Formation, however, age date constraints from studies conducted by SolGold suggest that the lower portion of this sequence was deposited in the Eocene. The geometry and nature of the mineralisation at Alpala is now quite well understood. A total of 17 phases of intrusion are defined on the basis of composition and relative timing-relationships with porphyry-related vein-stages. Pre- mineralisation Volcanogenic and “D10” diorite host rocks, are intruded by upward tapering intrusions of early pre- to syn-mineral “QD10” quartz diorite, which are all subsequently intruded by intra-mineral “D15” diorite and “QD15” quartz diorite, cut later by late-mineralisation dikes and breccia bodies. Each intrusive phase has its own set of quartz veining, and the intimate association between “B”-type quartz vein abundance, with Copper Equivalent grades continues to prove an efficient targeting tool. (Figure 9). Age dating on zircons in mineralised intrusions returned 38.7 + 0.6 Ma, which lies near the boundary of the Middle- to Late-Eocene. The porphyry-related vein types and paragenesis at Alpala indicate a systematic progression in time and classical porphyry B-type quartz veins contain the majority of the copper and gold in the deposit. Chalcopyrite-rich, C-type sulphide veins containing accessory bornite also contain significant amounts of metal and are associated with elevated gold grades. The B- and C-type veins are spatially associated with intrusions that show variable feldspar- destructive, sericite-chlorite+clay overprinting of biotite-actinolite and chlorite-epidote alteration. REVIEW OF OPERATIONS Continued ECUADOR Continued During the year drilling has focussed on expanding the known mineralisation at Alpala along strike, both towards the northwest and southeast. Holes 12 to 17 were completed, for a combined 11,544m (Figure 10). Holes 15 and 15R were abandoned due to drilling issues encountered down hole, and hole 15R2 was successfully completed to planned depth thereafter. The mineralised porphyry copper gold system at Alpala occurs at surface over 250m in length and 50m and drilling to date has identified its extents at depth over a zone 700m in length and 550m width over a continuous 1800m vertical column. The limits of the Alpala deposit are not yet defined and an aggressive forward drilling program is underway. Figure 10: Drilling results highlights (top left) and drill hole locations at Alpala showing downhole copper results, and surface soil molybdenum geochemistry (top right). The best drill intercept to date is 1312 m at 0.67 % Cu and 0.63 g/t Au from 128 m depth in CSD-15-012, which includes 576 m at 1.03 % Cu and 1.19 g/t Au. Holes 15R2, 16, and 17 also returned spectacular results. The deposit remains open at depth, along- and across-strike and has similarities to several globally significant copper-gold deposits, many of which have or are becoming mines. A summary of drilling results shows the significance of the large high-grade porphyry system being defined at Alpala (Table 2). Figure 9: Section 82950N through the centre of the Alpala deposit, looking north west, showing the interpolated geometry of the different intrusive phases (top left), and the relationship with “B” type quartz vein occurrence (top middle) intimately associated with the intrusion of the syn-mineral “QD10” quartz-diorite phase. Copper Equivalent interpolations reflect further association between “B”-veins and copper and gold grades. Intra- mineral and late stage dykes and stocks intrude along contacts and structures. Examples of “B-“ and “C-“ type veining at Alpala (bottom). (Copper Equivalent grades calculated using a gold conversion factor of 0.89) 15 16 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued ECUADOR Continued REVIEW OF OPERATIONS Continued ECUADOR Continued Aguinaga Aguinaga prospect lies along a prominent topographic high (1615m) about 3km south of Rocafuerte site office and 1.3km to the north-west of Alpala. The interpreted porphyry centre at Aguinaga occurs at the confluence of a deep seated regional north-west trending structure with a major north-east trending lineament. This is the same structural regime within the same host rocks that hold the recently discovered porphyry deposit at Alpala. It is characterised by a classical 500m x 500m magnetic high surrounded by an annular magnetic-low which has strong similarities with the enormous Alumbrera deposit in Chile, as well as the Grasberg and Batu Hijau magnetic signatures. This geometry is consistent with a large porphyry system characterized by a central magnetic high related to an intrusive centre and a magnetite-destructive halo caused by pyritic phyllic / argillic alteration. The presence of a very strong annular chargeability high with a central tapering root at Aguinaga is consistent with sulphide-bearing, disseminated and/or stock work style mineralisation peripheral to and above a porphyry stock. (Figure 12). The textbook style combination of soil geochemical anomalies over the prospect is tremendously convincing. The presence of coincident copper, gold, and molybdenum in soil anomalies supports the inferred porphyry centre at Aguinaga. The low manganese in soil that flanks the central copper zone to the north and south is likely to be related to intense late-stage hydrothermal alteration. The presence of an elevated zinc aureole surrounding this area of low manganese is a geochemical signature that is typical of the metal zonation around porphyry copper-gold deposits. Table 2: Drilling results highlights at Alpala to date. 17 Figure 11: Surface interpretation of copper contours at 0.6% and 1% Cu showing preliminary copper models at 0.6% and 1% Cu. 18 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued ECUADOR Continued Reconnaissance field-work initially located mineralised porphyritic diorite along the northern slope of Aguinaga Hill, subsequent detailed, 1:500 scale, “Anaconda” style geological and structural mapping has led to the discovery of porphyry stock-work copper-gold mineralization outcropping at surface. Mineralisation is exposed along the upper section of Aguinaga Creek, where classic porphyry style ‘B’-type quartz-magnetite-chalcopyrite-bornite stock-work veining occurs within porphyritic diorite (Figure 13). The outcropping mineralisation is accompanied by potassic (biotite) alteration and remains open to the north where creek sediments and jungle limit further surface exposure. Rock-saw channel sampling results over the exposed outcrop returned an open ended intersection of 9.0m @ 1.01 % Cu, and 0.79 g/t Au. Infill soil-sampling along with spectral analysis of soil rock fragments using deep motorised auger gridding has been completed and results are being interpreted at the time of writing. REVIEW OF OPERATIONS Continued ECUADOR Continued Triviniot Ongoing expansion of 1:500 scale geological mapping across the growing Cascabel porphyry field led to another discovery of porphyry copper-gold mineralization in outcrop this year, along the northern and north-eastern slopes of Trivinio Hill, which lies 750m due north of Hole 5 at Alpala Central. Trivinio occurs along the northeastern margin of a deep seated regional north-west trending structure that parallels the Alpala Structural Zone (ASZ), which is inferred to be a zone of crustal weakness tapping into copper and gold rich intrusions at Alpala Central. The extent of outcropping mineralisation occurs over an area of approximately 300m x 200m and occurs as classic porphyry stockwork style ‘B’-type quartz veins with a centreline of magnetite and chalcopyrite as well as fine disseminated chalcopyrite in the wall rock. The high copper content mineral species chalcocite (70% Cu) has also been observed in the vein and in disseminations. Veins strike northwest and northeast and vein density is very strong, making up 10% of the rock mass in some zones (Figure 13). This material is comparable with the outcrops discovered in Alpala Creek, near Hole 12 (CSD-15-012) at Alpala Central. The Trivinio discovery, like the recent find of outcropping copper and gold mineralization at Aguinaga, highlights the fertility and potential of the broader porphyry copper-gold system at Cascabel. Mineralized surface outcrops such as these, in such close proximity to the vertically extensive high grade copper and gold mineralization discovered at Alpala, make for certain drill targets. The frequency of mineralised outcrops of porphyry at Cascabel endorses the importance of this system as a globally significant discovery. Figure 12: Early stage, high temperature “B” type quartz veining and accompanying potassic alteration on surface at Aguinaga Figure 13: Outcrops exposed along Trivinio ridge containing intense quartz stock-work veining (left), and quartz-magnetite-pyrite-chalcopyrite B-type veining in hand specimen (right). 19 20 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued ECUADOR Continued The Trivinio outcrops are located immediately north of the Alpala lithocap area where a discrete magnetic high occurs, and forms part of the complex magnetic signature over the wider Alpala area. The presence of coincident copper, molybdenum, and copper / zinc in soil, supports a porphyry centre characterised by higher temperatures of mineralisation. This geochemical signature is typical of the metal zonation around many global porphyry copper-gold deposits (Figure 14). REVIEW OF OPERATIONS Continued ECUADOR Continued Alpala South 1:500 scale geological mapping and rock-saw channel sampling to the south and south-east of the Alpala deposit also lead to discovery of porphyry copper-gold mineralization in outcrop, along the northern and southern slopes of the Alpala South prospect, which lies 400m due south of Hole 5 at Alpala Central. The extent of outcropping mineralisation at Alpala South and Hematite Hill has not yet been defined, as mapping continues over the ridges that separate Alpala Central and Alpala Southeast. The prospective centres at Alpala South and Hematite Hill occur within an area of elevated magnetic response within part of the complex magnetic signature that occurs over the wider Alpala area, known as the Alpala Magnetic Complex, and occur along either side of the south-eastern extension of the Alpala Structural Zone (“ASZ”). The ASZ is a deep seated regional north-west trending structure inferred to be a zone of crustal weakness tapping into copper and gold rich intrusions at Alpala Central. The presence of a discrete copper / zinc soil anomaly, supports a preserved porphyry centre characterised by higher temperatures of mineralisation. This geochemical signature is typical of the metal zonation around many global porphyry copper-gold deposits. The occurrences of more distinct copper / zinc anomalies further south of Alpala South, and at Alpala Southeast are priority areas for ongoing reconnaissance field inspection. The outcrops at Alpala South contain porphyry style quartz - iron oxide veins, the fresh sulphides having been leached from the weathering environment. The veining occurs within volcanic host rocks in a sheeted form, with veins orientated along a WNW trend, and dipping steeply towards the NNE (Figure 15). Figure 14: Discrete magnetic high within the Alpala magnetic Complex marks the Trivinio prospect (left), and Cu/Zn ratio in soil geochemistry supports a porphyry centre characterised by higher temperatures of mineralisation (right). Assay results for surface rock saw channel sampling at Trivinio indicate surface copper gold mineralisation of up to 0.43% copper and 0.43g/t gold. The mineralisation occurs within volcanic rocks within the upper argillic clay altered zone interpreted to lie above a significant copper porphyry system responsible for the mineralisation. The prospect covers an area of 300 x 400 metres at surface, more extensive than the Alpala Creek discovery out crop. Trivinio has been advanced to drill-ready status and a drilling platform has been identified. Subject to the results of Hole 16, rig availability and logistics, SolGold intends to drill this target in the next quarter, along with the promising outcropping Aguinaga Prospect located 1.2kms north east of Alpala Central. 21 22 Figure 15: Outcrops recently discovered at Hematite Hill and Alpala South. ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued ECUADOR Continued REVIEW OF OPERATIONS Continued ECUADOR Continued The Alpala South discovery, like the recent finds of outcropping copper and gold mineralization at Aguinaga and Trivinio, highlights the fertility and potential of the broader porphyry copper-gold system at Cascabel. Mineralised surface outcrops such as these that display very high vein density, up to 10% of the total rock mass, and in close proximity to the vertically extensive high grade copper and gold mineralization discovered at Alpala, make for certain drill targets. The discovery of new outcrops around Alpala is becoming increasingly numerous and the frequency of discovery of new mineralised outcrops of porphyry style mineralisation at Cascabel endorses the importance of this system as a globally significant discovery. Spectral alteration mapping along the Moran-Alpala Trend highlights an abundance of high temperature clays in the south eastern quadrant of the greater Alpala area, and drill testing along this portion of the corridor is planned as Rig 1 moves further south east in the coming year (Figure 16). The presence of underlying MVI magnetic anomalies at Carmen, Moran, and Parambas have encouraged follow-up work on these areas, and new information will become available as the exploration program progresses. Figure 17: SolGold’s team at the Rocafuerte field office. Figure 16: Spectral Alteration Interpretation along the Moran-Alpala Trend 23 24 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued SOLOMON ISLANDS REVIEW OF OPERATIONS Continued SOLOMON ISLANDS Continued In the Solomon Islands, SolGold has streamlined its in-country presence after significant drill testing reduced the prospectivity of the Fauro, Koloula and Malakuna tenements. No further exploration work was carried out on these projects and they were subsequently relinquished. The exciting Kuma project in Guadalcanal has emerged as a significant porphyry copper-gold target upgraded by recent geochemical and spectral work by GEX in 2014-15. The Kuma project lies just to the south-west of a series of major NW-SE-trending arc-parallel faults. These faults are associated with numerous Cu and Au anomalies, including the Sutakiki prospect and the Mbetilonga prospect (formerly part of the Guadalcanal Joint Venture). The project area overlies a 3.5-kilometre wide, annular, caldera- like topographic feature. Annular and nested topographic anomalies in the region suggest the presence of extensive batholiths of the Koloula Diorite beneath the volcanic cover of the Suta Volcanics. The prospect geology is dominated by a 4km by 1km lithocap. This extensive zone of argillic and advanced argillic alteration is caused by hydrothermal fluids that emanate from the top of porphyry copper-gold mineralising systems, and thus provides a buried porphyry copper gold target (Figure 19). Figure 18: Location of the Kuma exploration license held by SolGold in the Solomon Islands. Kuma Project (100% owned application) Location: 37km south-east of the capital Honiara, Solomon Islands Ownership: 100% owned Tenement Area: 43 km2 Primary targets: Copper gold porphyry deposits Figure 19: N-S section showing conceptual model over the Kuma prospect, showing geochemical zonation and an alteration lithocap overlying a buried porphyry copper-gold system The geochemically anomalous portion of the Kuma lithocap (northwest end) lies within the annular topographic anomaly. Kuma has a spectacular oxidized float boulder trail along the Kuma River and was traced to Alemba and Kolovelo creeks which lead to discovery of broad hydrothermal alteration zones and lithocap (Figure 20). 25 26 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued SOLOMON ISLANDS Continued REVIEW OF OPERATIONS Continued SOLOMON ISLANDS Continued Figure 20: Geological setting of the Kuma lithocap along Tabala Ridge (top) and the discovery of classical porphyry style leached cap and lithocap rocks at Kololevu and Alemba creeks (above). Previous exploration completed at Kuma under the Guadalcanal Joint Venture between SolGold and Newmont included extensive geochemical sampling (BLEG, rock chip and channel samples), geological mapping, a magnetic survey and an electromagnetic survey. Geochemical results define a central zone of manganese depletion (Mn < 200 ppm) inferred to indicate the destruction of mafic minerals by hydrothermal alteration. Zinc > 75 ppm forms an annulus to this zone, and Molybdenum > 4 ppm lies along the margins of the manganese low indicating potential for porphyry Cu-Au mineralization at depth. TerraSpec spectral analysis of sieved coarse fraction soil samples covering the Kuma lithocap area was completed at a commercial laboratory in Australia. The results integrated with known geology in the prospect area has highlighted a primary porphyry target centre in the northern portion of the lithocap. (Figures 19 and 20). One of the related prospecting licences (PL 08/06) expired on 11 April 2015 and accordingly the carrying value of $0.31 million was considered to be impaired and an impairment charge of $0.31 million was recognised in the prior year. Figure 21: Soil geochemical zonation over the Kuma prospect showing a central molybdenum high with coincident manganese depletion with an annular zinc halo (left), and simplified geology showing extent of mapped silica-clay-pyrite (right). Anaconda style geological mapping is planned for the coming year so as to bring the project to drill ready status in 2017. Three steeply-inclined diamond core drill-holes, each about 800 m deep, are envisaged for an initial test of the target area. Drill Sites will be located following Anaconda style geological mapping within and peripheral to the target area. Silica ledges and dickite anomalies controlled by high level structure can be tested to provide vectors toward the centre of the Kuma porphyry gold-copper system and the identification and orientation of dikes (porphyritic felsic), veins (quartz and epidote) and fractures (containing chalcopyrite or magnetite). 27 28 Figure 22: Combined imagery showing summary of interpreted hydrothermal alteration zones and geochemical anomalies, over RTP magnetics. ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued QUEENSLAND – AUSTRALIA REVIEW OF OPERATIONS Continued QUEENSLAND – AUSTRALIA Continued There was no exploration activity on the projects in Queensland during the period. Joint venture opportunities are being sought for these projects and it is pleasing to note that there has been much interest by junior exploration and mining companies. However, despite this interest, the continued challenging equities markets are making it difficult for companies to raise the exploration funds to complete joint venture deals and commence exploration. The Mt Perry Goldfield is located four hours by road from Brisbane and is host to more than 60 named and numerous other unnamed historical mines and workings (see Figure 16). The area lies adjacent to Evolution’s 100,000 ounce per annum Mt Rawdon Gold Mine which lies at the intersection of two major geological fault structures; the Mt Bania and Darling Lineaments. Current published resources at Mt Rawdon stand at 36.7 million tonnes at 0.87g/t gold for 1 million ounces, and historical production has been approximately 1 million ounces. Exploration at Mt Perry has focussed along two mineralised structural zones (The Augustine-New Moonta trend and the Chinamans-Reagans trend (Figure 21). The structural orientations of these are similar to the major structures that host the Mt Rawdon gold mine. Figure 23: Location of tenements held by SolGold in Queensland, Australia. Mount Perry (100% SolGold) Location: 130km north-west of Gympie, Queensland, Australia Ownership: 100% owned Tenement Area: 89 granted sub-blocks (circa 277km2) and 103 application sub-blocks (circa 336km2; primarily tenement consolidation areas). Primary targets: High grade, lode gold deposits and possible gold porphyry deposits Figure 24: Mt Perry project showing the prospect areas, and the Mt Rawdon mine and major regional structures. 29 30 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued QUEENSLAND – AUSTRALIA Continued REVIEW OF OPERATIONS Continued QUEENSLAND – AUSTRALIA Continued The ‘Augustine-New Moonta trend’ extends over a 20km long north-east trending corridor from Augustine in the south-west to the New Moonta mines in the north-east. Sulphide-mineralised breccia bodies with variable gold, silver, base metals and with occurrences of uranium characterise the Augustine-New Moonta trend. The second target zone is the ‘Chinamans-Reagans trend’. This target zone is characterised by copper-molybdenum porphyries with gold and zinc anomalous halos in the south of the project area, and it merges with the 7km long and strongly mineralised Chinaman’s Creek – Reid’s Creek – Spring Creek – Reagan’s target immediately to the north. Extensive airborne magnetic and electromagnetic surveys have been conducted over the Mt Perry Project area, together with detailed soil sampling, rock chip sampling and geological mapping surveys. This has been followed by drilling programs that conducted first pass reconnaissance drilling on numerous targets. Exploration at Mt Perry has identified several high grade vein-style targets and lower grade, high-tonnage porphyry-style gold targets. Independent review of the geological resource potential of the area concluded that the prospects have a combined potential to host between 200,000 ounces (base case) and 700,000 ounces (geological potential) of gold. A significant amount of the tenement remains unexplored, leaving the potential for unrecognised prospects to be discovered within the area. SolGold encourages interest in a JV partnership to continue exploration at Mt Perry. Figure 26: Chinamans Creek North section displaying interpreted Au and As lodes through the SW lode (Caledonian Reef) and Middle lode Figure 25: Augustine North section displaying an interpreted high-grade shoot dipping to the north-east (above), and long-section through the Bania Lode, showing gram-metre values over the 400m strike length of drill testing Figure 27: Spring Pig cross section, displaying interpreted Au and As lodes. 31 32 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued QUEENSLAND – AUSTRALIA Continued Normanby Project (100% SolGold) REVIEW OF OPERATIONS Continued QUEENSLAND – AUSTRALIA Continued Rannes Project (100% SolGold) Location: 120km north-west of Mackay, Queensland, Australia Location: 140km west of Gladstone, Queensland, Australia Ownership: 100% owned Ownership: 100% owned Tenement Area: 171 granted sub-blocks (circa 550 km2) and 100 application sub-blocks (circa 321 km² which are primarily consolidation areas). Tenement Area: 209 granted sub-blocks (circa 655km2) and 203 application sub-blocks (circa 651.5 km2) which are primarily consolidation areas). Primary targets: Cu-Au porphyry deposits and batholith associated gold vein deposits Primary targets: Disseminated and vein gold and silver deposits The Normanby Project is located at the southern margin of eastern Australia’s densest cluster of million ounce gold deposits, the nearest of which is the Mt. Carlton Au-Ag mine, located 40km to the northwest of Normanby. SolGold’s exploration to date has focussed around the Normanby Goldfield, a collection of 70 historical workings. Work programs have included extensive stream sediment, soil and rock chip sampling, an airborne magnetic survey and 50 drill holes totalling 1523 metres in length. The most significant intersections were at the Mt Flat Top prospect and included an intersection of 42m grading 1.16 g/t gold and 34m grading 1.22 g/t gold. The mineralisation has the geological features of a porphyry copper system with a high gold to copper ratio. A second phase of drilling may be carried out to test the lateral and vertical extension of this potential porphyry target. Regional-scale stream sediment and rock chip sampling has identified numerous anomalous areas, including the Mt Crompton breccia pipe. No field exploration was conducted in 2016 at Normanby as SolGold is seeking expressions of interest to joint venture the Normanby project. Figure 28: Mt Flat Top cross-section, displaying Au (colour histograms) and Cu (black line) assay grades. Figure 29: Overview of the Rannes project displaying the main prospects, soil gold anomalies and a simplified geology map. Indicated and inferred gold resources exist at Kauffmans and Crunchie, while untested prospect targets exist at Woolein, Bojangles and Longfellow. SolGold’s principal targets at the Rannes project are structurally-controlled, low-sulphidation epithermal gold-silver deposits. Thirteen prospects have been identified within the Permian-aged Camboon Volcanics, with the majority lying along north-northwest trending fault zones. Exploration has included tenement wide stream sediment, soil and rock chip sampling surveys. A detailed airborne magnetic survey was recently re-interpreted to enhance the development of the structural model of the belt. Exploration methods have included a 3D IP (Induced Polarisation) survey, geological mapping, and trenching all contributing to definition of additional drill targets at several prospects. 33 34 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued QUEENSLAND – AUSTRALIA Continued REVIEW OF OPERATIONS Continued QUEENSLAND – AUSTRALIA Continued A total of 473 holes have been drilled at the Rannes project for a total of 58,887m. Most of this drilling has occurred at Kauffmans prospect (151 holes) and the Crunchie prospect (90 holes), while lower metreage drill programs have been conducted at the Shilo, Cracklin Rosie, Porcupine, Brother, Spring Creek and Police Camp Creek prospects. The geometry and nature of the Kauffmans and Crunchie systems are well understood (Figures 30 and 31). Mineral resources estimates were completed by Hellman & Schofield Pty Ltd, and by H&S Consulting Pty. Ltd., independent geological consultancies. The most recent resource estimate includes resources in both Indicated and Inferred categories for reporting under the JORC Code for Reporting of Mineral Resources and Ore Reserves. The current combined indicated and inferred resource estimate stands at 12.23 million tonnes at 0.6 g/t gold and 23.18 g/t silver; for 237,240 ounces Au and 9,105,072 ounces Ag. Table 3 lists the current resource estimates at the five main prospects. These estimates are based on gold to silver ratio of 1:50 and a 0.5 g/t Au equivalent cut-off. Figure 30: Cross section trending north-south through the Crunchie Ag-Au deposit, showing drill hole results. Table 3: Resource estimates at Kauffmans, Crunchie, Cracklin, Porcupine and Brother as of 23 May 2012. The gold equivalent values are based on a ratio of 1:50 (Au:Ag). The resource at 0.3 g/t Au cut-off was announced on 23 May 2012. SolGold welcomes expressions of interest from potential JV partners to continue exploration at Rannes. Cracow West Project (100% SolGold) Location: 260km west-north-west of Gympie, Queensland, Australia Ownership: 100% owned Tenement Area: 47 granted sub-blocks (circa 146 km²) and 30 application sub-blocks (circa 93.16 km²) Primary targets: Low-sulphidation epithermal Au-Ag deposits Cracow West is located 15km to the north-west of Evolution Mining’s Cracow gold mine (approximately 1.5 million ounces of gold). Gold mineralisation at the mine is associated with Permian-aged, low-sulphidation, epithermal quartz veins which have been emplaced along north-west and north-northwest trending fault zones. SolGold’s initial exploration concept was to explore for a similar deposit to Cracow gold mine but a recent review of the regional geology suggests that the anomalism seen at Cracow West may be associated with a later phase of Triassic intrusions, suggesting a later mineralisation event. SolGold’s exploration at Cracow West has included stream sediment, soil and rock chip sampling. This has identified three significant prospects; Dawson Park, Kambrook and Theodore Bends. A ‘SAM’ survey (sub-audio magnetotellurics) has also been completed over the Kambrook and Dawson Park prospect. This has identified a potential buried target at Dawson Park, which coincides with a distinct soil tellurium anomaly at surface. Figure 31: Cross section trending southwest-northeast through the Kauffmans Au-Ag deposit, showing geology and alteration over the ore zone with key drill hole results. 35 36 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED REVIEW OF OPERATIONS Continued QUEENSLAND – AUSTRALIA Continued Figure 32: A conceptual geological cross-section through the Cracow West project and the surrounding area. The age of the intrusions interpreted below Dawson Park and Theodore has been interpreted to be Late Permian to Early Triassic. Qualified Person: Information in this report relating to the exploration results is based on data reviewed by Mr Nicholas Mather (B.Sc. Hons Geol.), the Chief Executive Officer of the Company. Mr Mather is a Fellow of the Australasian Institute of Mining and Metallurgy who has in excess of 25 years’ experience in mineral exploration and is a Qualified Person under the AIM Rules. Mr Mather consents to the inclusion of the information in the form and context in which it appears. INTERESTS IN TENEMENTS EPM Queensland EPM NAME PRINCIPAL HOLDER PROJECT EXPIRY 25245 19410 18760 19243 19639 25300 18032 Ecuador 402288 Mount Perry Consolidated Acapulco Mining Pty Ltd Mt Perry Normanby Consolidated Acapulco Mining Pty Ltd Normanby Westwood Lonesome Central Minerals Pty Ltd Central Minerals Pty Ltd Goovigen Consolidated Central Minerals Pty Ltd Cooper Consolidated Central Minerals Pty Ltd Rannes Rannes Rannes Rannes 21/Jan/18 16/Jun/17 22/Jan/17* 22/Jan/17* 19/Oct/17 04/Mar/18 Cracow West Central Minerals Pty Ltd Cracow West 11/Oct/18 Cascabel Exploraciones Novomining S.A. Cascabel 26/Apr/35 *Renewal applications have been lodged with the Queensland Department of Natural Resources and Mines and the Group has no reason to believe the renewals will not be granted. RISKS AND UNCERTAINTIES The Directors consider that the factors and risks described below are the most significant. FUNDING RISKS The Group’s ability to effectively implement its business strategy over time may depend in part on its ability to raise additional funds and/or its ability to generate revenue from its projects. The need for and amount of any additional funds required is currently unknown and will depend on numerous factors related to the Group’s current and future activities. If required, the Group would seek additional funds, through equity, debt or joint venture financing. There can be no assurance that any such equity, debt or joint venture financing will be available to the Group in a timely manner, on favourable terms, or at all. Any additional equity financing will dilute current shareholdings, and debt financing, if available, and may involve restrictions on further financing and operating activities. If adequate funds are not available on acceptable terms, the Group may not be able to take advantage of opportunities or otherwise respond to competitive pressures, as well as possibly resulting in the delay or indefinite postponement of the Group’s activities. GENERAL EXPLORATION AND EXTRACTION RISKS There is no certainty that the Group will identify commercially mineable reserves in the Tenements. The exploration for, and development of, mineral deposits involves significant uncertainties and the Group’s operations will be subject to all of the hazards and risks normally encountered in such activities, particularly given the terrain and nature of the activities being undertaken. Although precautions to minimise risks will be taken, even a combination of careful evaluation, experience and knowledge may not eliminate all of the hazards and risks. The targets identified by the Group’s personnel and consultants, are based on current experience and modelling and all available data. There is no guarantee that surface sample grades of any metal or mineral taken in the past will persist below the surface of the ground. Furthermore, there can be no guarantee that the estimates of quantities and grades of gold and minerals disclosed will be available for extraction and sale. Reserve and resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. TITLE RISK SolGold’s tenements and interest in tenements are subject to the various conditions, obligations and regulations which apply in the relevant jurisdictions including Ecuador in South America, Queensland, Australia and the Solomon Islands. If applications for title or renewal are required this can be at the discretion of the relevant government minister or officials. If approval is refused, SolGold will suffer a loss of the opportunity to undertake further exploration, or development, of the tenement. SolGold currently knows of no reason to believe that current applications will not be approved, granted or renewed. Some of the properties may be subject to prior unregistered agreements or transfers or native or indigenous peoples’ land claims and title may be affected by undetected defects or governmental actions. No assurance can be given that title defects do not exist. If a title defect does exist, it is possible that SolGold may lose all or a portion of the property to which the title defects relates. 37 38 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED RISKS AND UNCERTAINTIES Continued PERMITTING RISK IN ECUADOR As with all jurisdictions in which SolGold operates, a particular permitting regime exists in Ecuador with which SolGold must comply. Before commencing any exploration activity, SolGold may be required to negotiate access and compensation arrangements with any interested land access groups and relevant authorities in Ecuador. SolGold has engaged experienced advisors and consultants to assist with negotiations, however, there is no guarantee that all necessary access and compensation arrangements will be entered in a timely manner, on favourable terms, without onerous conditions or at all. Similarly, no guarantees can be made as to timeframes within which negotiations may be finalised or the reasonableness of third parties. Failure to obtain all necessary permits, licenses and access and compensations arrangements may have a material adverse effect on SolGold. AUSTRALIAN NATIVE TITLE RISK The effect of the Native Title Act 1993 (Cth) (“NTA”) is that existing and new tenements held by SolGold in Australia may be affected by native title claims and procedures. SolGold has not undertaken the historical, legal or anthropological research and investigations at the date of this report that would be required to form an opinion as to whether any existing or future claim for native title could be upheld over a particular parcel of land covered by a tenement. There is a potential risk that a determination could be made that native title exists in relation to land the subject of a tenement held or to be held by SolGold which may affect the operation of SolGold’s business and development activities. In the event that it is determined that native title does exist or a native title claim is registered, SolGold may need to comply with procedures under the NTA in order to carry out its operations or to be granted any additional rights such as a Mining Lease. Such procedures may take considerable time, involve the negotiation of significant agreements, involve a requirement to negotiate for access rights, and require the payment of compensation to those persons holding or claiming native title in the land which is the subject of a tenement. The administration and determination of native title issues may have a material adverse impact on the position of SolGold in terms of its cash flows, financial performance, business development, ability to pay dividends and share price. VOLATILITY OF COMMODITY PRICES SolGold’s possible future revenues will probably be derived mainly from Gold and Copper and/or from royalties gained from potential joint ventures or from mineral projects sold. Also, during operations by SolGold, the revenues earned will be dependent on the terms of any agreement for the activities. Consequently, SolGold’s potential future earnings could be closely related to the price of either of these commodities. Gold and Copper prices fluctuate and are affected by numerous industry factors, many of which are beyond the control of SolGold. Such factors include, but are not limited to, demand for CDIs, technological advancements, forward selling by producers, production cost levels in major producing regions, macroeconomic factors, inflation, interest rates, currency exchange rates and global and regional demand for, and supply of, Gold and Copper. If the market price of Gold and Copper sold by SolGold were to fall below the costs of production and remain at such a level for any sustained period, SolGold would experience losses and could have to curtail or suspend some or all of its proposed mining activities. In such circumstances, SolGold would also have to assess the economic impact of any sustained lower commodity prices on recoverability. PROJECT DEVELOPMENT RISKS If the Group discovers a potentially economic resource or reserve, there is no assurance that the Group will be able to develop a mine thereon, or otherwise commercially exploit such resource or reserve. Further, there can be no assurance that the Group will be able to manage effectively the expansion of its operations or that the Group’s current personnel, systems, procedures and controls will be adequate to support the Group’s operations as operations expand. RISKS AND UNCERTAINTIES Continued Any failure of management to manage effectively the Group’s growth and development could have a material adverse effect on the Group’s business, financial condition and results of operations. There is no certainty that all or, indeed, any of the elements of the Group’s current strategy will develop as anticipated. CURRENCY FLUCTUATIONS The future of the ordinary shares and the Group’s asset and liability values may fluctuate in accordance with movements in the foreign currency exchange rates. For example, it is common practice in the mining industry for mineral production revenue to be denominated in USD, although most but not all of the costs of exploration and production will be incurred in USD and not all of the ore or metal obtained from the Tenements will be sold in USD denominated transactions. Accordingly, foreign currency fluctuations may adversely affect the Groups financial position and operating results. LAND ACCESS RISK Land access is critical for exploration and evaluation to succeed. In all cases the acquisition of prospective tenements is a competitive business, in which propriety knowledge or information is critical and the ability to negotiate satisfactory commercial arrangements with other parties is often essential. Access to land for exploration purposes can be affected by land ownership, including private (freehold) land, pastoral lease and native title land or indigenous claims. Immediate access to land in the areas of activities cannot in all cases be guaranteed. SolGold may be required to seek consent of land holders or other persons or groups with an interest in real property encompassed by, or adjacent to, SolGold’s tenements. Compensation may be required to be paid by SolGold to land holders so that SolGold may carry out exploration and/or mining activities. Where applicable, agreements with indigenous groups have to be in place before a mineral tenement can be granted. Rights to mineral tenements carry with them various obligations in regard to minimum expenditure levels and responsibilities in respect of the environment and safety. Failure to observe these requirements could prejudice the right to maintain title to a given area. In the case of mining and exploration operations in the Solomon Islands, there is a complex land tenure structure and while the Tenements and those Access Agreements entered into between Australian Resource Management (ARM) Pty Ltd (“ARM”) and Honiara Holdings Pty. Ltd. and various landowners entitle it to explore for the duration of the term of each Prospecting Licence (PL), the existing legislative framework only provides for limited forms of negotiation between the landowners/community leaders on the one hand and mining companies on the other. It is also incumbent on the Director of Mines and the mining tenement holder to identify which landowners and community leaders they need to negotiate with. SolGold does not guarantee that the identifications made to date and upon which the Access Agreements are currently based may not be contested. As a consequence there may be unexpected difficulties experienced in progressing a promising resource into a commercial mining operation. SolGold has also procured Access Agreements for areas within the Tenements. Whilst SolGold believes that it is entitled to rely upon the same to conduct exploration within these areas, no assurance can be given that there may not be some future challenge to SolGold’s ability to do so. Whilst SolGold has the Access Agreements with landowners covering the majority of the prospective areas identified by SolGold within the Tenements, its ability to carry out exploration in the residual areas will require additional access agreements to be entered into. The ability of SolGold to secure the benefits of all the Access Agreements is dependent upon, inter alia, the contracting parties’ willingness to perform and discharge their obligations thereunder. There may be legal and commercial limitations in respect of enforcement of contractual rights. Additionally, SolGold will not be permitted to explore in areas nominated by the landowners as reserved or protected areas in the Solomon Islands under section 4(2) of the Mining Act. Whilst SolGold is actively seeking to liaise with landowners to identify relevant reserved or protected areas, some considerable uncertainty exists as to the precise location of these areas, 39 40 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED RISKS AND UNCERTAINTIES Continued LAND ACCESS RISK Continued the identification of which requires the input of the indigenous population. The inability of SolGold to identify these areas, or a claim by landowners that reserved or protected areas exist over areas identified by SolGold as prospective, may have a material adverse effect on the ability of SolGold to conduct its exploration programme in the manner identified in this document. Government policy, impassable or difficult access as a result of the terrain, seasonal climatic effects or inclement weather can also adversely impact SolGold’s activities. ENVIRONMENTAL RISK SolGold’s operations and projects are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. Its activities are or will be subject to in-country national and local laws and regulations regarding environmental hazards. These laws and regulations set various standards regulating certain aspects of health and environmental quality and provide for penalties and other liabilities for the violation of such standards. In certain circumstances they establish obligations to remediate current and former facilities and locations where operations are or were conducted. Significant liability could be imposed on SolGold for damages, clean-up costs, or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of property acquired by SolGold or its subsidiaries, or non-compliance with environmental laws or regulations. SolGold proposes to minimise these risks by conducting its activities in an environmentally responsible manner, in accordance with applicable laws and regulations, and where possible, by carrying appropriate insurance coverage. Nevertheless, there are certain risks inherent in SolGold’s activities which could subject it to extensive liability. GEOPOLITICAL, REGULATORY AND SOVEREIGN RISK The availability and rights to explore and mine, as well as industry profitability generally, can be affected by changes in government policy that are beyond the control of SolGold. SolGold’s exploration tenements are located in Ecuador, the Solomon Islands and Australia and are subject to the risks associated with operating both in domestic and foreign jurisdictions. As the Solomon Islands and Ecuador are developing countries, their legal and political systems are emerging when compared to those in operation in Australia and the United Kingdom. Such risks include, but are not limited to: • economic, social or political instability or change; • hyperinflation, currency non-convertibility or instability; • changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, resource rent taxes, repatriation of capital, environmental protection, mine safety, labour relations; government control over mineral properties or government regulations that require the employment of local staff or contractors or require other benefits to be provided to local residents; delays and declines in the standard and effective operation of SolGold’s activities, unforeseen and un-budgeted costs, and/or threats to occupational health and safety as a consequence of geopolitical, regulatory and sovereign risk. • • 41 RISKS AND UNCERTAINTIES Continued Ecuador Ecuador regulations have broad authority to shut down and/or levy fines against facilities that do not comply with regulations or standards. SolGold’s Cascabel project in Ecuador may be exposed to potentially adverse risks associated with the evolving rules and laws governing mining expansion and development in that jurisdiction. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, environmental legislation and mine safety. Additionally, SolGold’s operations may be detrimentally affected in the event that the Ecuadorian government were to default on its foreign debt obligations or become subject to wider global economic and investment uncertainty. SolGold is not aware of any current material changes in legislative, regulatory and public policy initiatives in Ecuador, however any future or proposed changes may adversely affect the Cascabel project or SolGold’s ability to operate successfully in Ecuador. Under the current legislative regime, a mining corporation and the Ecuadorian Government must enter into an exploitation contract prior to exploitation of natural resources. There is no certainty that SolGold will be able to successfully enter into an exploitation contract, or enter into one on commercially favourable terms, and such a scenario may adversely impact on the Cascabel project or render it uneconomical. Queensland The Queensland Minister for Natural Resources, Mines and Energy conducts reviews from time to time of policies relating to the granting and administration of mining tenements. At present, SolGold is not aware of any proposed changes to policy that would affect its tenements. In Queensland, the Aboriginal Cultural Heritage Act 2003 and the Torres Strait Islander Cultural Heritage Act 2003 (which commenced on 16 April 2004) impose duties of care which require persons, including SolGold, to take all reasonable and practical measures to avoid damaging or destroying Aboriginal cultural heritage. This obligation applies across the State and requires SolGold to develop suitable internal procedures to discharge its duty of care in order to avoid exposure to substantial financial penalties if its activities damage items of cultural significance. Under this legislation, indigenous people can exercise control over land with respect to cultural heritage without necessarily having established the connection element (as required under native title law). This creates a potential risk that the tenement holder may have to deal with several indigenous individuals or corporations, where no native title has been established, to identify and manage cultural heritage issues. This could result in tenement holders requiring lengthy lead times to manage cultural heritage for their projects. Changing attitudes to environmental, land care, cultural heritage and indigenous land rights’ issues, together with the nature of the political process, provide the possibility for future policy changes. There is a risk that such changes may affect SolGold’s exploration plans or, indeed, its rights and/or obligations with respect to the tenements. Solomon Islands The Solomon Islands minerals board may from time to time amend and review its policies on mining and exploration in the Solomon Islands. Any such changes in Government policy may affect the ability of SolGold to conduct and undertake mining and exploration in the Solomon Islands. 42 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED FINANCIAL REVIEW FINANCIAL REVIEW Continued The Group achieved several milestones during the financial year ended 30 June 2016. These included: • • • Diamond drilling of six holes at Alpala, for a total of 11,544m, bringing the total metres drilled at Cascabel to 23,700m. Execution of Convertible Note Deeds with major shareholders, DGR Global Ltd and Tenstar Trading Ltd, to raise $2.3 million. The completion of successful fund raisings totalling approximately $9.1 million during the year from institutional and professional investors. RESULTS The Group incurred a loss before tax of $5,723,122 for the year (2015: $4,238,661), inclusive of the decision to expense $1,555,004 (2015: $1,175,172) for exploration expenditure associated with tenements that were surrendered or which had expired during the year. A detailed assessment of the carrying values of deferred exploration costs is provided in note 12. STATEMENT OF FINANCIAL POSITION As at 30 June 2016, the Group had net assets of approximately $35 million, an increase of approximately $4.6 million over the previous financial year. This increase was largely associated with the completion of $7.7 million in share placements, net of costs, the increase in the value and purchase of available for sale financial assets of $0.7 million offset by the exploration write off of $1.6 million recognised in respect of the Groups’ exploration assets and annual operating expenses (including finance costs) of approximately $2.8 million. CASH FLOW Our cash expenditure for the year was approximately $9.9 million (2015: $11.1 million). Cash of approximately $0.9 million (2015: $6.9 million) was received from the issue of shares, $2.3 million (2015: nil) received from the issue of Convertible notes and $6.5 million (2015: nil) received in borrowings. Accordingly, the net cash outflow of the Group for the year was approximately $0.2 million (2015: $4.2 million). Cash of approximately $6.4 million (2015: $8.5 million) was invested by the Group on exploration expenditure during the year. CLOSING CASH As at 30 June 2016, the Group held cash balances of $0.09 million (2015: $0.32 million). Subsequent to year end the Group completed two fund raisings to raise US$54.5 million (A$71.6 million) before costs. Refer to ‘Post Reporting Date Events’ for further details. POST REPORTING DATE EVENTS On 26 August 2016, the Company issued an additional 268,819,004 shares at £0.06 to raise $27.9 million in a combination of cash and debt conversions pursuant to a private placement to progress its exploration and project development efforts across its portfolio of projects in the Solomon Islands, Ecuador and Queensland, Australia. On 9 September 2016, Mr Scott A. Caldwell was appointed as a Non-Executive Director. On 24 September 2016, 6,520,000 unlisted options (comprising 2,850,000 options exercisable at 14p, 2,850,000 options exercisable at 28p and 820,000 options exercisable at 50p) expired. On 14 October 2016, the Company issued an additional 63,353,339 shares at £0.13 to raise $13.4 million in cash pursuant to a private placement to continue to fund the Group’s exploration of its flagship Cascabel Copper Gold Porphyry Project, for general working capital purposes and ongoing corporate costs. On 17 October 2016, the Company issued an additional 142,896,661 shares at £0.13 to raise $30.3 million in cash pursuant to a private placement to continue to fund the Group’s exploration of its flagship Cascabel Copper Gold Porphyry Project, for general working capital purposes and ongoing corporate costs. On 17 October 2016, the Company issued an additional 19,591,768 unlisted options to Maxit Capital. The options consist of two tranches of 9,795,884 options each exercisable at £0.14 and £0.28. The Directors are not aware of any other significant changes in the state of affairs of the Group or events after the reporting date that would have a material impact on the consolidated or Company financial statements. OUTLOOK The exploration programs for 2017 will primarily focus on the Cascabel project along with finding joint venture partners for the Group’s, Rannes, Normanby, and Mt Perry projects. Discussions on the future exploration programs at each of the projects are detailed in the Operations Report. KEY PERFORMANCE INDICATORS Given the stage of the Group’s operations, the Board regards the maintenance of tenure and land access arrangements, maintenance of operation capabilities and the continued collection of exploration data in order to advance the prospectivity of the project areas to be the key performance indicators in measuring the Group’s success. The review of the business with reference to key performance indicators is set out in the Operations Report and Financial Review. FINANCIAL CONTROLS AND RISK MANAGEMENT The Board regularly reviews the risks to which the Group is exposed and ensures through Board Committees and regular reporting that these risks are managed and minimised as far as possible. The Audit Committee is responsible for the implementation and review of the Group’s internal financial controls and financial risk management systems. NOMINATED ADVISORS AND BROKERS SP Angel Corporate Finance LLP acts as Nominated Advisor and Broker to the Company. 43 44 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUEDSTRATEGIC REPORT CONTINUED GOVERNANCE FINANCIAL REVIEW Continued EQUITY Since the date of the last Annual Report, the Company has issued the following equities: On 19 November 2015, the Company issued an additional 62,263,534 shares at £0.015 to raise the equivalent of $2 million in a combination of cash and debt conversions pursuant to a private placement to progress its exploration and project development efforts across its portfolio of projects in the Solomon Islands, Ecuador and Queensland, Australia. On 7 March 2016, the Company issued an additional 80,909,257 shares at £0.023 to raise $3.5 million in a combination of cash and debt conversions pursuant to a private placement to progress its exploration and project development efforts across its portfolio of projects in the Solomon Islands, Ecuador and Queensland, Australia. On 7 March 2016, the Company issued an additional 50,271,739 shares at £0.023 to extinguish both DGR Global Ltd and Tenstar convertible notes. On 26 August 2016, the Company issued an additional 268,819,004 shares at £0.06 to raise $27.9 million in a combination of cash and debt conversions pursuant to a private placement to progress its exploration and project development efforts across its portfolio of projects in the Solomon Islands, Ecuador and Queensland, Australia. DIRECTORS AND COMPANY SECRETARY The Board consists of one Executive Director and four Non-Executive Directors. Nicholas Mather (Executive Director) Nicholas Mather (59), appointed 11 May 2005, graduated in 1979 from the University of Queensland with a B.Sc. (Hons, Geology). He has over 25 years’ experience in exploration and resource company management in a variety of countries. His career has taken him to numerous countries exploring for precious and base metals and fossil fuels. Nicholas Mather has focused his attention on the identification of and investment in large resource exploration projects. He was Managing Director of BeMaX Resources NL (an ASX-listed company) from 1997 until 2000 and instrumental in the discovery of the world class Ginkgo mineral sand deposit in the Murray Basin in 1998. As an executive Director of Arrow Energy NL (also ASX-listed) until his resignation in 2004, Nicholas Mather drove the acquisition and business development of Arrow’s large Surat Basin Coal Bed Methane project in south-east Queensland. He was managing Director of Auralia Resources NL, a junior gold explorer, before its USD23 million merger with Ross Mining NL in 1995. He was a non-executive Director of Ballarat Goldfields NL until 2004, having assisted that company in its recapitalisation and re-quotation on the ASX in 2003. On 14 October 2016, the Company issued an additional 63,353,339 shares at £0.13 to raise $13.4 million in cash pursuant to a private placement to continue to fund the Group’s exploration of its flagship Cascabel Copper Gold Porphyry Project, for general working capital purposes and ongoing corporate costs. Nicholas Mather is Managing Director and Chief Executive of DGR Global Limited and non-executive Director of ASX-listed Companies Armour Energy Limited, Aus Tin Mining Limited, Dark Horse Limited, and Lakes Oil NL and LSE AIM-listed Company IronRidge Resources Limited. On 17 October 2016, the Company issued an additional 142,896,661 shares at £0.13 to raise $30 million in cash pursuant to a private placement to continue to fund the Group’s exploration of its flagship Cascabel Copper Gold Porphyry Project, for general working capital purposes and ongoing corporate costs. Brian Moller (Non-Executive Chairman) On 17 October 2016, the Company issued an additional 19,591,768 unlisted options to Maxit Capital. The options consist of two tranches of 9,795,884 options each exercisable at £0.14 and £0.28. At year end the Company had a total of 953,897,601 shares and 21,380,000 options on issue. As at the date of this report, the Company had a total of 1,428,966,605 shares and 26,951,768 options on issue. The strategic report was authorised for issue and signed on behalf of the directors by, Brian Moller (57), appointed 11 May 2005, is a corporate partner in the Brisbane-based law firm Hopgood Ganim Lawyers, the Australian solicitors to the Company. He was admitted as a solicitor in 1981 and has been a partner at Hopgood Ganim since 1983. He practices almost exclusively in the corporate area with an emphasis on capital raising, mergers and acquisitions. Brian Moller holds an LLB Hons from the University of Queensland and is a member of the Australian Mining and Petroleum Law Association. Brian Moller acts for many publicly-listed resource and industrial companies and brings a wealth of experience and expertise to the board, particularly in the corporate regulatory and governance areas. He is a non-executive Director of ASX listed DGR Global Limited, Navaho Gold Limited, Aguia Resources Limited and Platina Resources Limited, and the non-executive Chairman of ASX-listed Aus Tin Mining Limited. Nicholas Mather Executive Director 17 November 2016 45 46 ANNUAL REPORT 2016 ANNUAL REPORT 2016 STRATEGIC REPORT CONTINUED DIRECTORS AND COMPANY SECRETARY Continued DIRECTORS AND COMPANY SECRETARY Continued Dr Robert Weinberg (Non-Executive Director) Rob Weinberg (69), appointed 22 November 2005, gained his doctorate in geology from Oxford University in 1973. He has more than 40 years’ experience of the international mining industry and is an independent mining research analyst and consultant. He is a Fellow of the Geological Society of London and also a Fellow of the Institute of Materials, Minerals and Mining. He has been an independent non-executive director of a number of minerals exploration, development and mining companies. Prior to his current activities he was Managing Director, Institutional Investment at the World Gold Council. Previously he was a Director of the investment banking division at Deutsche Bank in London after having been head of the global mining research team at SG Warburg Securities. He has also held senior positions within Société Générale and was head of the mining team at James Capel & Co. He was formerly marketing manager of the gold and uranium division of Anglo American Corporation of South Africa Ltd. John Bovard (Non-Executive Director) John Bovard (71), appointed 2 November 2009, is a civil engineer with over 40 years’ experience in mining, heavy construction, project development and corporate management throughout Australia. His career to date has included roles as CEO of public companies and both Executive and Non-Executive Directorships. He holds a Bachelor’s Degree in Civil Engineering, is a Fellow of the Australasian Institute of Mining and Metallurgy, and a Fellow of the Australian Institute of Company Directors. Mr Bovard is currently the Non-Executive Chairman of the ASX-listed Aus Tin Mining Ltd. Other roles within the past five years have included Non-Executive Chairman of Orbis Gold Limited (resigned 17 February 2015), Non-Executive Director of Australian Pacific Coal Limited (resigned 29 November 2012), acting as the interim CEO of Australian Solomons Gold Ltd (April 2007 to January 2008) and the Non-Executive Chairman of Axiom Mining Ltd (June 2006 to April 2007). From March 2002 to June 2006, Mr Bovard acted as the CEO of Asia Pacific Resources Ltd (listed on the TSX) developing a large potash resource in Thailand. Other Directorships have included Danae Resources NL (Managing Director) and Greenwich Resources Plc, both through to early 2006. He was also Project Manager for the $A800 million Phosphate Hill Fertiliser Project for Western Mining Corporation (WMC) situated south of Mount Isa in Queensland, Australia. Other previous project experience includes managing the construction of the Porgera Mine in Papua New Guinea, the Super Pit expansion at Kalgoorlie, and the development of the Bronzewing Gold Mine in Western Australia. He was previously the General Manager of the giant OK Tedi porphyry Copper Gold Mine. John Bovard’s corporate profile, together with his extensive experience in south west Pacific mining operations and construction is considered to be of great value to SolGold Plc. Scott A. Caldwell (Non-Executive Director) Mr. Caldwell (59) is a mining engineer with over 30 years of experience building and operating gold and base metal mines worldwide, including USA, Canada, Russia, Zimbabwe, Chile, and Indonesia. He is currently the President, CEO and Director of Guyana Goldfields Inc. (Guyana) and has led the team to finance, build, commission and achieve commercial production of the Aurora mine ahead of schedule and on budget. Previously, Mr. Caldwell was the President, CEO and Director of Allied Nevada Gold Corp. from 2006 to 2013. Prior to Allied Nevada, Mr. Caldwell held various senior capacities at Kinross Gold Corporation for eight years. Mr. Caldwell holds a Bachelor of Science (Mining) degree in Engineering from the University of Arizona. COMPANY SECRETARY Karl Schlobohm (Company Secretary) Karl Schlobohm (48) has over twenty years’ experience in the accounting profession across a wide range of businesses and industries. He has previously been contracted into CFO roles with ASX-listed resource companies Discovery Metals Limited and Meridian Minerals Limited, and as Company Secretary of ASX-listed Linc Energy Limited, Agenix Limited, Discovery Metals Limited and Global Seafood Australia Limited. Mr Schlobohm is a Chartered Accountant and holds Bachelor Degrees in Commerce and in Economics, and a Master’s Degree in Taxation. Mr Schlobohm is also contracted to act as the Company Secretary of the AIM listed IronRidge Resources Limited and ASX-listed DGR Global Limited, Dark Horse Resources Limited, Aus Tin Mining Limited and Armour Energy Limited. DIRECTORS’ REPORT The Directors present their annual report and audited financial statements for the year ended 30 June 2016. PRINCIPAL ACTIVITIES The principal activities of SolGold plc (the “Company”) and its subsidiaries (together “SolGold” or the “Group”) are gold and mineral exploration in Ecuador, the Solomon Islands, and Queensland, Australia. Details of the Group’s activities, together with a description of the principal risks and uncertainties facing the Group, and the development of the business, are given in the Strategic Report. The principal activity of the Company is that of a holding company. BUSINESS REVIEW A detailed review of the Group’s business and future developments is set out in the Operations Report and Financial Review. The principal risks and uncertainties facing the Group at its present stage of development are given under Risks and Uncertainties. GOING CONCERN In common with many exploration companies, the Company raises finance for its exploration and appraisal activities in discrete tranches. The Group and the Company have not generated revenues from operations. As such, the Group’s and Company’s ability to continue to adopt the going concern assumption will depend upon a number of matters including future successful capital raisings for necessary funding and the successful exploration and subsequent exploitation of the Group’s tenements. It should be noted that the current working capital levels will not be sufficient to bring the Group’s projects into full development and production and, in due course, further funding will be required. In the event that the Company is unable to secure further finance either through third parties or capital raising, it may not be able to fully develop its projects. Subsequent to the end of the year, the Group issued 475,069,004 ordinary shares at £0.06 (US$0.08) and £0.13 (US$0.16) per share to raise $71.6 million as a result of three private placements. 47 48 ANNUAL REPORT 2016 ANNUAL REPORT 2016 GOVERNANCECONTINUEDGOVERNANCECONTINUED DIRECTORS’ REPORT Continued CURRENCY The functional currency of the subsidiaries in Australia is considered to be Australian Dollars (A$). The functional currency of the subsidiaries in Solomon Islands is considered to be Solomon Islands Dollars (SBD$). The functional currency of the subsidiaries in Ecuador is considered to be United States Dollars (US$). The presentational currency of the Group is Australian dollars (“A$”) and all amounts presented in the Directors’ Report and financial statements are presented in Australian dollars unless otherwise indicated. RESULTS DIRECTORS’ REPORT Continued There were no options issued to Directors during the year (2015: 4,360,000). SHARE OPTIONS HELD AT 30 JUNE 2016 AT 30 JUNE 2015 OPTION PRICE EXERCISE PERIOD Nicholas Mather Brian Moller Robert Weinberg John Bovard 1,500,000 1,100,000 880,000 880,000 1,500,000 1,100,000 880,000 880,000 14p-28p 14p-28p 14p-28p 14p-28p 08/07/15 -08/07/17 08/07/15 -08/07/17 08/07/15 -08/07/17 08/07/15 -08/07/17 The Group’s consolidated loss for the year was $5,723,122 (2015: $4,238,661). CORPORATE GOVERNANCE CHANGES IN SHARE CAPITAL DURING 2015 A statement of changes in the share capital of the Company is set out in Note 17 to the financial statements. DIVIDENDS PAID OR RECOMMENDED The Directors do not recommend the payment of a dividend (2015: nil). FINANCIAL INSTRUMENTS The Company does not undertake financial instrument transactions that are speculative or unrelated to the Company’s or Group’s activities. The Group’s financial instruments consist mainly of deposits with banks, accounts payable, loans payable to related parties (including conversion options) and loans to subsidiaries. Further details of financial risk management objectives and policies, and exposure of the Group to financial risks are provided in note 20 to the financial statements. DIRECTORS AND DIRECTORS’ INTERESTS The Directors who held office during the year were as follows: Nicholas Mather Brian Moller Robert Weinberg John Bovard Executive Director Non-Executive Chairman Non-Executive Director Non-Executive Director The Company has a Directors’ and Officers’ Liability insurance policy for all its Directors. The Directors who held office at the end of the financial year held direct and indirect interests in the ordinary shares and unlisted options of the Company as shown in the tables below. SHARES HELD Nicholas Mather Brian Moller Robert Weinberg John Bovard 49 AT 30 JUNE 2016 AT 30 JUNE 2015 89,268,275 3,901,072 4,296,091 3,858,813 85,519,570 3,086,942 3,118,484 3,858,812 In formulating the Group’s corporate governance procedures the Board of Directors takes due regard of the principles of good governance set out in the UK Corporate Governance Code to the extent they consider appropriate in light of the Group’s size, stage of development and resources. However, given the size of the Group, at present the Board of Directors do not consider it necessary to adopt the Code in its entirety. The Board of SolGold plc is made up of one Executive Director and four Non-executive Directors. Nicholas Mather is the Executive Director. It is the Board’s policy to maintain independence by having at least half of the Board comprising Non-executive Directors who are free from any material business or other relationship with the Group. The structure of the Board ensures that no one individual or group is able to dominate the decision making process. The Board ordinarily meets on a monthly basis providing effective leadership and overall control and direction of the Group’s affairs through the schedule of matters reserved for its decision. This includes the approval of the budget and business plan, major capital expenditure, acquisitions and disposals, risk management policies and the approval of the financial statements. Formal agendas, papers and reports are sent to the Directors in a timely manner, prior to Board meetings. The Board also receives summary financial and operational reports before each Board meeting. The Board delegates certain of its responsibilities to management, who have clearly defined terms of reference. All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that all Board procedures are followed. Any Director may take independent professional advice at the Group’s expense in the furtherance of his duties. One third of the Directors retire from office at every Annual General Meeting of the Company. In general, those Directors who have held office the longest time since their election are required to retire. A retiring Director may be re-elected and a Director appointed by the Board may also be elected, though in the latter case the Director’s period of prior appointment by the Board will not be taken into account for the purposes of rotation. The Audit Committee, which meets not less than twice a year, is responsible for ensuring that the financial performance, position and prospects of the Group are properly monitored as well as liaising with the Group’s auditor to discuss the accounts and the Group’s internal controls. The Committee is comprised of the entire Board of Directors. The Audit Committee has reviewed the systems in place and considers these to be appropriate. The Remuneration Committee meets at least once a year and is responsible for making decisions on Directors’ and key management’s remuneration packages. The Committee is comprised of the entire Board of Directors. The remuneration of the non-executive Directors is determined by the executive Directors who consider it essential, notwithstanding the small size of the Company and the fact that it is not yet revenue earning, to recruit and retain individuals of the highest calibre for that role. Consequently they believe that it is in the interests of shareholders that non-executive Directors should be provided with share options in addition to the level of fees considered affordable. On 8 July 2014, 4,360,000 options were issued or just under 0.57% of the current issued share capital, and in the opinion of the executive Director this is not of sufficient magnitude as to affect their independence. 50 ANNUAL REPORT 2016 ANNUAL REPORT 2016 GOVERNANCECONTINUEDGOVERNANCECONTINUED DIRECTORS’ REPORT Continued CORPORATE GOVERNANCE Continued The Board attaches importance to maintaining good relationships with all its shareholders and ensures that all price sensitive information is released to all shareholders at the same time, in accordance with the AIM rules of the London Stock Exchange rules. The Group’s principal communication with its investors is through the Annual General Meeting, the annual report and accounts, the interim statement and its website. The 2016 Annual General Meeting will provide an opportunity for the Chairman and/or Chief Executive Officer to present to the shareholders a report on current operations and developments and will enable the shareholders to question and express their views about the Group’s business. A separate resolution will be proposed on each substantially separate issue, including the receipt of the financial statements and shareholders will be entitled to vote either in person or by proxy. A Health, Safety, Environment and Community Committee (HSEC Committee) is responsible for the overall health, safety and environmental performance of the Group and its operations and its relationship with the local community in Ecuador, Solomon Islands and Queensland. The Committee is comprised of the entire Board of Directors. EXECUTIVE REMUNERATION STRATEGY Remuneration of the Executive Director is established by reference to the remuneration of executives of equivalent status both in terms of the level of responsibility of the position and by reference to their job qualifications and skills. The Remuneration Committee will also have regard to the terms which may be required to attract an executive of equivalent experience to join the Board from another company. Such packages include performance related bonuses and the grant of share options. RELATED PARTY TRANSACTIONS Details of related party transactions for the Group and Company are given in note 22. Key management personnel remuneration disclosures are given in note 5. DIRECTORS’ INDEMNITY The Company has arranged appropriate directors’ and officers’ insurance to indemnify the directors against liability in respect of proceedings brought by third parties. Such provisions remain in force at the date of this report. AUDITOR A resolution for the appointment of the Company’s auditor will be proposed at the forthcoming Annual General Meeting. SUBSEQUENT EVENTS On 26 August 2016, the Company issued an additional 268,819,004 shares at £0.06 to raise $27.9 million in a combination of cash and debt conversions pursuant to a private placement to progress its exploration and project development efforts across its portfolio of projects in the Solomon Islands, Ecuador and Queensland, Australia. On 9 September 2016, Mr Scott A. Caldwell was appointed as a Non-Executive Director. On 24 September 2016, 6,520,000 unlisted options (comprising 2,850,000 options exercisable at 14p, 2,850,000 options exercisable at 28p and 820,000 options exercisable at 50p) expired. DIRECTORS’ REPORT Continued On 14 October 2016, the Company issued an additional 63,353,339 shares at £0.13 to raise $13.4 million in cash pursuant to a private placement to continue to fund the Group’s exploration of its flagship Cascabel Copper Gold Porphyry Project, for general working capital purposes and ongoing corporate costs. On 17 October 2016, the Company issued an additional 142,896,661 shares at £0.13to raise $30.3 million in cash pursuant to a private placement to continue to fund the Group’s exploration of its flagship Cascabel Copper Gold Porphyry Project, for general working capital purposes and ongoing corporate costs. On 17 October 2016, the Company issued an additional 19,591,768 unlisted options to Maxit Capital. The options consist of two tranches of 9,795,884 options each exercisable at £0.14 and £0.28. The Directors are not aware of any other significant changes in the state of affairs of the Group or events after the reporting date that would have a material impact on the consolidated or Company financial statements. The Directors are not aware of any other significant changes in the state of affairs of the Company after the reporting date that is not covered in this report. DIRECTORS’ RESPONSIBILITIES STATEMENT The directors are responsible for preparing the directors’ report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the Group and Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. In preparing these financial statements, the directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable and prudent; • state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business. • The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. WEBSITE PUBLICATION The directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the directors. The directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein. 51 52 ANNUAL REPORT 2016 ANNUAL REPORT 2016 GOVERNANCECONTINUEDGOVERNANCECONTINUED DIRECTORS’ REPORT Continued DISCLOSURE OF AUDIT INFORMATION In the case of each person who are Directors of the Company at the date when this report is approved: • • So far as they are individually aware, there is no relevant audit information of which the Company’s auditor is unaware; and Each of the Directors has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of the information. This report was approved by the board on 17 November 2016 and signed on its behalf. Karl Schlobohm Company Secretary Lvl 27, 111 Eagle St Brisbane QLD 4000 Australia INDEPENDENT AUDITOR’S REPORT INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SOLGOLD PLC We have audited the financial statements of SolGold for the year ended 30 June 2016 which comprise the consolidated and Company statements of financial position, the consolidated statement of comprehensive income, the consolidated and Company statement of cash flows, the consolidated and Company statements of changes in equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006. This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Financial Reporting Council’s (FRC’s) Ethical Standards for Auditors. SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS A description of the scope of an audit of financial statements is provided on the FRC’s website at www.frc.org.uk/auditscopeukprivate. OPINION ON FINANCIAL STATEMENTS In our opinion: • • • • the financial statements give a true and fair view of the state of the group’s and the parent company’s affairs as at 30 June 2016 and of the group’s loss for the year then ended; the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006 In our opinion the information given in the strategic report and directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements. 53 54 ANNUAL REPORT 2016 ANNUAL REPORT 2016 GOVERNANCECONTINUED INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SOLGOLD PLC Continued MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • • • • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or the parent company financial statements are not in agreement with the accounting records and returns; or certain disclosures of directors’ remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit. Anne Sayers (senior statutory auditor) For and on behalf of BDO LLP, statutory auditor London United Kingdom 17 November 2016 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016 NOTES GROUP 2016 $ GROUP 2015 $ - - - - - - - - (1,555,004) (2,553,010) (1,378,260) (5,486,274) 585 (237,433) (1,175,172) (3,066,982) - (4,242,154) 10,570 (7,077) (5,723,122) (4,238,661) - - (5,723,122) (4,238,661) 12 22a (v) 6 6 3 7 Revenue Cost of sales Gross profit Other income Expenses Exploration costs written-off Administrative Movement in fair value of derivative liability Operating loss Finance income Finance costs Loss before tax Tax expense Loss for the year Other comprehensive income Items that may be reclassified into profit or loss Change in fair value of available-for-sale financial assets 10a Exchange differences on translation of foreign operations Total comprehensive income for the year 190,610 1,048,814 (2,045,919) 1,159,075 (4,483,698) (5,125,505) Loss for the year attributable to: Owners of the parent company Non-controlling interest Total comprehensive income for the year attributable to: Owners of the parent company Non-controlling interest (5,465,830) (4,197,335) (257,292) (41,326) (5,723,122) (4,238,661) (4,383,728) (5,258,040) (99,970) 132,535 (4,483,698) (5,125,505) Loss per share Basic loss per share Diluted loss per share CENTS PER SHARE CENTS PER SHARE 8 8 (0.7) (0.7) (0.6) (0.6) The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. 55 56 ANNUAL REPORT 2016 ANNUAL REPORT 2016 CONTINUEDINDEPENDENT AUDITOR’S REPORT T h e a b o v e s t a t e m e n t o f c h a n g e s i n e q u i t y s h o u d b e r e a d l i j n c o n u n c t i o n w i t h t h e a c c o m p a n y n g n o t e s i . CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2016 Registered Number 5449516 NOTES GROUP 2016 $ GROUP 2015 $ COMPANY 2016 $ COMPANY 2015 $ Assets Property, plant and equipment Intangible assets Investment in subsidiaries Investment in available-for-sale securities Loans receivable and other non-current assets Total non-current assets Other receivables and prepayments Cash and cash equivalents Total current assets Total assets 11 12 9 10(b) 13 15 16 375,400 419,898 9,449 11,118 41,079,914 30,748,723 - - - - 40,132,827 30,379,601 1,622,712 896,197 1,617,132 894,192 123,974 159,433 - 7,169 43,202,000 32,224,251 41,759,408 31,292,080 203,169 94,933 298,102 151,295 321,440 168,353 17,199 136,872 215,312 472,735 185,552 352,184 43,500,102 32,696,986 41,944,960 31,644,264 Equity Share capital Share premium Other reserves Accumulated loss Non-controlling interest Total equity Liabilities 17 17 17,015,019 13,184,721 17,015,019 13,184,721 87,488,507 82,212,310 87,488,507 82,212,310 2,844,038 1,761,936 963,038 772,428 (72,489,364) (67,023,534) (69,514,852) (65,874,946) 123,137 223,107 - - 34,981,337 30,358,540 35,951,712 30,294,513 Trade and other payables 18 3,742,361 2,338,446 1,216,844 1,349,751 Borrowings Total current liabilities Total liabilities Total equity and liabilities 22a (iv) 4,776,404 - 4,776,404 - 8,518,765 2,338,446 5,993,248 1,349,751 8,518,765 2,338,446 6,001,910 1,349,751 43,500,102 32,696,986 41,944,960 31,644,264 The above consolidated and company statements of financial position should be read in conjunction with the accompanying notes. The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 17 November 2016. Nicholas Mather Director 57 L o s s f o r t h e y e a r S h a r e i s s u e c o s t s l B a a n c e a t 3 0 J u n e 2 0 1 6 N e w s h a r e c a p i t a l s u b s c r i b e d f o r t h e y e a r T o t a l c o m p r e h e n s i v e i n c o m e O t h e r c o m p r e h e n s i v e i n c o m e l B a a n c e a t 3 0 J u n e 2 0 1 5 1 7 L o s s f o r t h e y e a r a n d c o n s u l t a n t s l V a u e o f s h a r e a n d o p t i o n s i s s u e d t o D i r e c t o r s , l e m p o y e e s S h a r e i s s u e c o s t s N e w s h a r e c a p i t a l s u b s c r i b e d f o r t h e y e a r T o t a l c o m p r e h e n s i v e i n c o m e O t h e r c o m p r e h e n s i v e i n c o m e l B a a n c e a t 3 0 J u n e 2 0 1 4 1 7 , 1 3 1 8 4 7 2 1 , , 8 2 2 1 2 3 1 0 , - - ( 3 7 9 0 1 9 ) , - , 2 0 7 8 1 9 7 , , 4 1 5 6 3 4 4 , , 1 1 1 0 6 5 2 4 , , 7 8 4 3 4 9 8 5 , - - - - - - ( 3 3 1 9 0 9 , ) - - - ( , 2 0 4 5 9 1 9 , ) , ( 2 0 4 5 9 1 9 ) , , 1 7 1 4 0 1 0 , - , 1 1 0 4 3 3 7 , , 5 9 5 9 5 - - - - - , 1 0 4 4 7 4 2 , N O T E S C A P I T A L S H A R E P R E M U M I F I N A N C A L I F O R - S A L E R E S E R V E A S S E T S S H A R E A V A I L A B L E - R E S E R V E O P T I O N S H A R E $ $ $ $ , 1 0 5 7 3 7 2 , 9 8 5 2 1 4 , 9 8 5 2 1 4 , , 7 2 1 5 8 - $ - - - ( , 6 7 8 6 4 ) - - - - - - ( , 6 7 8 6 4 ) , 1 7 0 1 5 0 1 9 , , 8 7 4 8 8 5 0 7 , - , ( 1 6 1 6 1 ) , 3 8 3 0 2 9 8 , , 5 2 9 2 3 5 8 , ( 1 4 1 2 9 9 , ) - - - - - - - - 1 9 0 6 1 0 , 1 9 0 6 1 0 , - , 1 1 0 4 3 3 7 , , 1 9 4 8 8 6 4 , ( , 6 7 8 6 4 ) - - - - - 8 9 1 4 9 2 , 8 9 1 4 9 2 , - - - - - - - - ( , 7 2 4 8 9 3 6 4 , ) ( , 5 4 6 5 8 3 0 , ) , ( 5 4 6 5 8 3 0 ) , - - - ( , 6 7 0 2 3 5 3 4 , ) ( , 4 1 9 7 3 3 5 , ) - - - , 3 4 8 5 8 2 0 0 , , ( 1 6 1 6 1 ) , 9 1 2 2 6 5 6 , 1 2 3 1 3 7 , - - , 3 4 9 8 1 3 3 7 , , ( 1 6 1 6 1 ) , 9 1 2 2 6 5 6 , ( , 4 3 8 3 7 2 8 , ) , ( 5 4 6 5 8 3 0 ) , , 3 0 1 3 5 4 3 3 , ( 3 7 9 0 1 9 ) , , 5 9 5 9 5 , 1 0 8 2 1 0 2 , , 6 2 3 4 5 4 1 , ( , 5 2 5 8 0 4 0 , ) ( , 9 9 9 7 0 ) 1 5 7 3 2 2 , ( 2 5 7 2 9 2 ) , 2 2 3 1 0 7 , 1 3 2 5 3 5 , - - - ( , 4 4 8 3 6 9 8 , ) , ( 5 7 2 3 1 2 2 ) , , 3 0 3 5 8 5 4 0 , ( 3 7 9 0 1 9 ) , , 5 9 5 9 5 , 1 2 3 9 4 2 4 , , 6 2 3 4 5 4 1 , ( , 5 1 2 5 5 0 5 , ) ( , 6 2 8 2 6 1 9 9 , ) , 2 9 4 7 8 3 5 6 , , ( 4 1 9 7 3 3 5 ) , , ( 4 1 9 7 3 3 5 ) , , ( 4 1 3 2 6 ) , 9 0 5 7 2 , ( 4 2 3 8 6 6 1 ) , , 2 9 5 6 8 9 2 8 , , ( 1 0 6 0 7 0 5 ) , 1 7 3 8 6 1 , ( 8 8 6 8 4 4 ) , $ $ $ $ T R A N S L A T I O N R E S E R V E R E S E R V E I N T E R E S T C U R R E N C Y P R O P O R T I O N A T E L O S S F O R E I G N C H A N G E I N A C C U M U L A T E D T O T A L C O N T R O L L I N G I N T E R E S T S N O N - E Q U I T Y T O T A L F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 1 6 C H A N G E S I N E Q U I T Y C O N S O L I D A T E D S T A T E M E N T O F C H A N G E S I N E Q U I T Y C O N S O L I D A T E D A N D C O M P A N Y S T A T E M E N T S O F 58 ANNUAL REPORT 2016 ANNUAL REPORT 2016 COMPANY STATEMENT OF CHANGES IN EQUITY NOTES SHARE CAPITAL SHARE PREMIUM AVAILABLE- FOR-SALE FINANCIAL ASSETS SHARE OPTION RESERVE ACCUMULATED LOSS TOTAL $ $ $ $ $ $ Balance at 30 June 2014 17 11,106,524 78,434,985 1,714,010 1,044,742 (62,005,995) 30,294,266 Loss for the year Other comprehensive income Total comprehensive income for the year New share capital subscribed Share issue costs Value of shares and options issued to Directors, employees and consultants - - - - - - - (2,045,919) (2,045,919) 2,078,197 4,156,344 - - (379,019) - - - - - - - - - 59,595 - - (3,868,951) (2,045,919) (3,868,951) (5,914,870) - - - 6,234,541 (379,019) 59,595 Balance at 30 June 2015 17 13,184,721 82,212,310 (331,909) 1,104,337 (65,874,946) 30,294,513 Loss for the year Other comprehensive income Total comprehensive income for the year New share capital subscribed Share issue costs - - - - - - - 190,610 190,610 3,830,298 5,292,358 - (16,161) - - - - - - - (3,639,906) (3,639,906) - 190,610 - - 9,122,656 (16,161) Balance at 30 June 2016 17,015,019 87,488,507 (141,299) 1,104,337 (69,514,852) 35,951,712 CONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2016 Cash flows from operating activities Operating loss Depreciation Share based payment expense Write-off of exploration expenditure (Profit) on sale of property, plant and equipment Movement in fair value of derivative liability Impairment of investments in subsidiaries (Increase) decrease in other receivables and prepayments NOTES GROUP 2016 $ GROUP 2015 $ COMPANY 2016 $ COMPANY 2015 $ (5,723,122) (4,242,154) (3,639,906) (3,871,748) 14,303 - 18,378 59,595 1,555,004 1,175,172 - (888) 8,012 - - - 1,378,260 - - - 1,378,260 - (51,874) 961,045 (31,481) 9,573 59,595 674,815 - - 349,581 878,250 (Decrease) increase in trade and other payables (148,391) 80,792 516,318 (284,748) Net cash outflow from operating activities (2,975,820) (1,948,060) (1,768,797) (2,184,682) Cash flows from investing activities Interest received Interest paid Security deposit refunds 585 (15,449) 22,715 10,570 (7,077) 4,346 - (15,449) - 9,873 (7,076) - Acquisition of property, plant and equipment (79,221) (439,333) (6,343) (3,890) Proceeds from the sale of property, plant and equipment - 134,801 Investment in available-for-sale securities Loans advanced to subsidiaries (530,330) - - - Net cash outflow from investing activities (7,010,058) (8,781,698) (8,188,687) (8,263,046) Cash flows from financing activities Proceeds from the issue of ordinary share capital Payment of issue costs Proceeds from Convertible note issues Proceeds from borrowing 908,329 6,877,414 908,329 6,877,414 (16,163) (373,445) (16,163) (373,445) 2,332,000 6,535,205 - - 2,332,000 6,535,205 - - Net cash inflow from financing activities 9,759,371 6,503,969 9,759,371 6,503,969 Net (decrease) in cash and cash equivalents (226,507) (4,225,789) (198,113) (3,943,759) Cash and cash equivalents at the beginning of year 321,440 4,547,229 215,312 4,159,071 Cash and cash equivalents at end of year 16 94,933 321,440 17,199 215,312 - - (530,330) - (19,496) - (7,636,565) (8,242,457) (3,639,906) (3,449,296) Acquisition of exploration and evaluation assets (6,408,358) (8,485,005) The above statement of changes in equity should be read in conjunction with the accompanying notes. The above statements of cash flows should be read in conjunction with the accompanying notes. 59 60 ANNUAL REPORT 2016 ANNUAL REPORT 2016 CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITYFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 NOTE 1: ACCOUNTING POLICIES NOTE 1: ACCOUNTING POLICIES Continued The Company is a public limited company incorporated in England and Wales and is listed on the AIM market of the London Stock Exchange. (A) STATEMENT OF COMPLIANCE The consolidated financial statements and company financial statements have been prepared in accordance with International Financial Reporting Standards (‘IFRS’) and their interpretations issued by the International Accounting Standards Board (IASB), as adopted by the European Union. They have also been prepared in accordance with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The accounting policies set out below have been applied consistently throughout these consolidated financial statements. (B) BASIS OF PREPARATION OF FINANCIAL STATEMENTS AND GOING CONCERN The consolidated financial statements are presented in Australian dollars (“A$”), rounded to the nearest dollar. The Company was incorporated on 11 May 2005. The Group from incorporation has prepared the annual consolidated financial statements in accordance with IFRS. A separate statement of comprehensive income for the parent company has not been presented as permitted by section 408 of the Companies Act 2006. The financial statements have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business. The Company has not generated revenues from operations. In common with many exploration companies, the Company raises finance for its exploration and appraisal activities in discrete tranches. At the reporting date, the Group had a net working capital deficit position of $8,220,663, compared with a net working capital deficit position in 2015 of $1,865,711. As such, the Company’s ability to continue to adopt the going concern assumption will depend upon a number of matters including future successful capital raisings for necessary funding and the successful exploration and subsequent exploitation of the Group’s tenements. Subsequent to the end of the year, the Group has raised $71.6 million through the issue of 475,069,004 ordinary shares at £0.06 (US$0.08) and £0.13 (US$0.16), which was a combination of cash and debt conversions. It should be noted that the current working capital levels will not be sufficient to bring the Group’s projects into full development and production and, in due course, further funding will be required. In the event that the Company is unable to secure further finance either through other finance arrangements or capital raisings, it may not be able to fully develop its projects and this may have a consequential impact on the carrying value of the related exploration assets and the investment of the parent company in its subsidiaries. In the absence of these matters being successful, there exists a material uncertainty that may cast significant doubt on the entity’s ability to continue as a going concern, and therefore, it may be unable to realise its assets and discharge its liabilities in the ordinary course of business. (C) BASIS OF CONSOLIDATION (i) Subsidiaries The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 30 June each year. Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. De-facto control exists in situations where the company has the practical ability to direct the relevant activities of the investee without holding the majority of the voting rights. In determining whether de-facto control exists the company considers all relevant facts and circumstances, Including: • • • • The size of the company’s voting rights relative to both the size and dispersion of other parties who hold voting rights Substantive potential voting rights held by the company and by other parties Other contractual arrangements Historic patterns in voting attendance. The consolidated financial statements present the results of the company and its subsidiaries (“the Group”) as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases. The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies into line with those used by the Group. Non-controlling interests are allocated their share of net profit after tax in the statement of comprehensive income and presented within equity in the consolidated statement of financial position, separately from the equity of the owners of the parent. (ii) Transactions eliminated on consolidation Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. (D) FOREIGN CURRENCY Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the year-end are translated into Australian dollars at the foreign exchange rate ruling at that date. Any resultant foreign exchange currency translation amount is taken to the profit and loss. The functional currency of the subsidiaries in Australia is considered to be Australian Dollars (A$). The functional currency of the subsidiaries in the Solomon Islands is considered to be Solomon Islands Dollars (SBD$). The functional currency of the subsidiaries in Ecuador is considered to be United States Dollars (US$). The assets and liabilities of the entities are translated to the group presentation currency at rates of exchange ruling at the reporting date. Income and expense items are translated at average rates for the period. Any exchange differences are taken directly to reserves. On disposal of an entity, cumulative deferred exchange differences are recognised in the income statement as part of the profit or loss on sale. The Company’s functional and presentation currency is Australian dollars (A$). The exchange rates applied in preparation of these financial statements at 30 June 2016 were £0.55359/A$1.0, US$0.7451/A$1.0 and SBD$5.8635/A$1.0 (30 June 2015: £0.4872/A$1.0, US$0.76575/A$1.0 and SBD$6.0205/A$1.0). The average exchange rate applied for the year ended 30 June 2016 was US$0.7286/A$1.0 (2015: US$0.84034/A$1.0). 61 62 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 1: ACCOUNTING POLICIES Continued NOTE 1: ACCOUNTING POLICIES Continued (E) PROPERTY, PLANT AND EQUIPMENT (i) Owned assets recoverable ore reserves, the ability of the Group to obtain the necessary financing to complete the development of ore reserves and future profitable production or proceeds from the disposal thereof. Items of property, plant and equipment are stated at cost less accumulated depreciation (see below) and impairment losses (see accounting policy i below). (G) LOANS RECEIVABLES, OTHER RECEIVABLES AND PREPAYMENTS (ii) Subsequent costs The Group recognises in the carrying amount of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other costs are recognised in the statement of comprehensive income as an expense as incurred. (iii) Depreciation Depreciation is charged to the statement of comprehensive income on a straight-line basis over the estimated useful lives of each item of property, plant and equipment used in corporate and administrative operations. Depreciation is capitalised to exploration on a straight-line basis over the estimated useful lives of each item of property, plant and equipment used in exploration operations. The estimated useful lives of all categories of assets are: Office Equipment: Furniture and Fittings: Motor Vehicles: Plant and Equipment: Land and Buildings: 3 years 5 years 5 years 5 years 12 years The residual values and useful lives are assessed annually. Gains and losses on disposal are determined by comparing proceeds with carrying amounts and are included in the statement of comprehensive income. (F) INTANGIBLE ASSETS Deferred exploration costs Costs incurred in relation to the acquisition of, or application for, a tenement area are capitalised where there is a reasonable expectation that the tenement will be acquired or granted. Where the Group is unsuccessful in acquiring or being granted a tenement area, any such costs are immediately expensed. All other costs incurred prior to obtaining the legal right to undertake exploration and evaluation activities on a project are written-off as incurred. Exploration and evaluation costs arising following the acquisition of an exploration licence are capitalised on a project- by-project basis, pending determination of the technical feasibility and commercial viability of the project. Costs incurred include appropriate technical and administrative overheads. Deferred exploration costs are carried at historical cost less any impairment losses recognised. If an exploration project is successful, the related expenditures will be transferred to mining assets and amortised over the estimated life of the ore reserves on a unit of production basis. The recoverability of deferred exploration and evaluation costs is dependent upon the discovery of economically Other receivables and prepayments are not interest bearing and are stated at their nominal amount less provision for impairment. (H) CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position. (I) IMPAIRMENT Whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable the asset is reviewed for impairment. An asset’s carrying value is written down to its estimated recoverable amount (being the higher of the fair value less costs to sell and value in use) if that is less than the asset’s carrying amount. Impairment reviews for deferred exploration costs are carried out on a project-by-project basis, with each project representing a potential single cash generating unit. An impairment review is undertaken when indicators of impairment arise, typically when one of the following circumstances apply: • • • • The period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. (J) SHARE CAPITAL (i) Ordinary share capital The Company’s ordinary shares are classified as equity. (ii) Shares issued to settle liabilities The Group from time to time settles financial liabilities by issuing shares. The Group considers these equity instruments as ‘consideration paid’ and accordingly derecognises the financial liability. The equity instruments issued are measured at fair value, with the difference being taken to the income statement, unless the creditor is also a direct or indirect shareholder and is acting in its capacity as direct or indirect shareholder. When the creditor is acting in capacity as a direct or indirect shareholder the value of shares issued is deemed to be the carrying value of the liability. 63 64 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 1: ACCOUNTING POLICIES Continued NOTE 1: ACCOUNTING POLICIES Continued (K) EMPLOYEE BENEFITS (i) Share based payment transactions The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and model used for estimating fair value for share based payment transactions are disclosed in Note 19. (ii) Retirement benefits The Group operates a defined contribution pension scheme. Contributions payable for the year are charged to the statement of comprehensive income. (L) PROVISIONS Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. (M) TRADE AND OTHER PAYABLES Trade and other payables are not interest bearing and are stated at their nominal value, unless settled with shares as per (J) (ii) above. The effect of discounting is immaterial. (N) REVENUE During the exploration phase, any revenue generated from incidental sales is treated as a contribution towards previously incurred costs and offset accordingly. (O) OTHER INCOME Other income is recognised in the statement of comprehensive income as it accrues. (P) FINANCING COSTS AND INCOME (i) Financing costs Financing costs comprise interest payable on borrowings calculated using the effective interest rate method. (ii) Finance income Interest income is recognised in the statement of comprehensive income as it accrues, using the effective interest method. (Q) TAXATION Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (R) SEGMENT REPORTING The Group determines and presents operating segments based on information that is internally provided to the Board of Directors, who are the Group’s chief operating decision makers. An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results and asset position are reviewed regularly by the Board to make decisions about resources to be allocated to the segment and assess its performance, for which discrete financial information is available. Segment results that are reported to the Board include items directly attributable to a segment, as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate office assets, head office expenses, and income tax assets and liabilities. (S) BUSINESS COMBINATIONS Business combinations occur where an acquirer obtains control over one or more businesses and results in the consolidation of its assets and liabilities. Business combinations are accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The acquisition method requires that for each business combination one of the combining entities must be identified as the acquirer (i.e. parent entity). The business combination will be accounted for as at the acquisition date, which is the date that control over the acquiree is obtained by the parent entity. At this date, the parent shall recognise, in the consolidated accounts, and subject to certain limited exceptions, the fair value of the identifiable assets acquired and liabilities assumed. In addition, contingent liabilities of the acquiree will be recognised where a present obligation has been incurred and its fair value can be reliably measured. The acquisition may result in the recognition of goodwill or a gain from a bargain purchase. The method adopted for the measurement of goodwill will impact on the measurement of any non-controlling interest to be recognised in the acquiree where less than 100% ownership interest is held in the acquiree. The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements. Consideration may comprise the sum of the assets transferred by the acquirer, liabilities incurred by the acquirer to the former owners of the acquiree and the equity interests issued by the acquirer. Fair value uplifts in the value of pre-existing equity holdings on acquisition are taken to the statement of comprehensive income. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss on disposal of the interest. Included in the measurement of consideration transferred is any asset or liability resulting from a contingent consideration arrangement. Any obligation incurred relating to contingent consideration is classified as either a 65 66 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 1: ACCOUNTING POLICIES Continued NOTE 1: ACCOUNTING POLICIES Continued financial liability or equity instrument, depending upon the nature of the arrangement. Rights to refunds of consideration previously paid are recognised as a receivable. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or a liability is remeasured at each reporting period to fair value through the statement of comprehensive income unless the change in value can be identified as existing at acquisition date. All transaction costs incurred in relation to the business combination are expensed to the statement of comprehensive income. (T) PROJECT FINANCING / FARM-OUTS The Group, from time to time, enters into funding arrangements with third parties in order to progress specific projects. The Group accounts for the related exploration costs in line with the terms of the specific agreement. Costs incurred by SolGold plc are recognised as intangible assets within the financial statements. Costs incurred by third parties are not recognised by SolGold plc. (U) LEASES Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership are transferred to entities in the Group, are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses on a straight-line basis over the period of the lease. (V) FINANCIAL INSTRUMENTS Recognition and Initial Measurement Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below. Classification and Subsequent Measurement (i) (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method. Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are classified as held for trading unless they are designated as hedges. Assets in this category are classified as current assets. These assets are measured at fair value with gains or losses recognised in the profit or loss. (iii) Available-for-sale financial assets Available-for-sale financial assets comprise investments in listed and unlisted entities and non-derivatives that are either designated in this category or not classified in any other categories. After initial recognition, these investments are measured at fair value with gains or losses recognised in other comprehensive income. (iv) Financial liabilities (v) Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest rate method. Derivatives Derivative financial instruments, consisting of embedded conversion options in convertible loan notes, are initially measured at fair value on the contract date and are re-measured to fair value at subsequent reporting dates. Changes in the fair value of derivative financial instruments are recognised in profit or loss as they arise. Fair value Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value of all other financial assets and liabilities, where appropriate, including recent arm’s length transactions, reference to similar instruments and option pricing models. Derecognition Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. Impairment of financial assets An assessment is made at each reporting date to determine whether there is objective evidence that a specific financial asset or a group of financial assets may be impaired. If such evidence exists, the estimated recoverable amount of that asset is determined from available information such as quoted market prices or by calculating the net present value of future anticipated cash flows. In estimating these cash flows, management makes judgements about a counter-party’s financial situation and the net realisable value of any underlying collateral. Impairment losses are recognised in the profit or loss. Impairment losses on assets measured at amortised cost using the effective interest rate method are calculated by comparing the carrying value of the asset with the present value of estimated future cash flows at the original effective interest rate. Where there is objective evidence that an available for sale financial asset is impaired (such as a significant or prolonged decline in the fair value of an available for sale financial asset) the cumulative loss that has been recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment. When a subsequent event reduces the impairment of an available for sale debt security the impairment loss is reversed through profit or loss. When a subsequent event reduces the impairment of an available for sale equity instrument the fair value increased is recognised in other comprehensive income. 67 68 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 1: ACCOUNTING POLICIES Continued NOTE 1: ACCOUNTING POLICIES Continued (W) ACCOUNTING POLICIES FOR THE COMPANY New standards and interpretations not yet adopted The Group has elected not to early adopt the following revised and amended standards, which are not yet endorsed in the EU. The list below includes only standards and interpretations that could have an impact on the Consolidated Financial Statements of the Group. IFRS 9 Financial instruments The complete standard has been issued in July 2014 including the requirements previously issued and additional amendments. The new standard replaces IAS 39 and includes a new expected loss impairment model, changes to the classification and measurement requirements of financial assets as well as to hedge accounting. The new standard becomes effective for financial years beginning on or after 1 January 2018. The Group will assess the impact on its Consolidated Financial Statements. IFRS 15 Revenue from contracts with customers The new standard was issued in May 2014 and establishes the principles for the disclosure of useful information in the financial statements in respect of contracts with customers. The new standard becomes mandatory for financial years beginning on or after 1 January 2018. The effect will be assessed and disclosure will be made once the Group has assessed the impact of applying IFRS 15. However as the Group currently does not generate revenue there is no significant impact expected. IFRS 16 Leases The new standard was issued in January 2016 replacing the previous leases standard, IAS 17 Leases, and related Interpretations. IFRS 16 establishes the principles for the recognition, measurement, presentation and disclosure of leases for the customer (‘lessee’) and the supplier (‘lessor’). IFRS 16 eliminates the classification of leases as either operating or finance as is required by IAS 17 and, instead, introduces a single lessee accounting model requiring a lessee to recognise assets and liabilities for all leases unless the underlying asset has a low value or the lease term is twelve months or less. This new standard applies to annual reporting periods beginning on or after 1 January 2019 subject to EU endorsement. The Group will review its arrangements in place in order to evaluate the potential impact of the new standard. The accounting policies applied to the Company are consistent with those adopted by the Group with the exception of the following: (i) (ii) Company statement of comprehensive income As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the Company has not been separately presented in these financial statements. The Company’s loss for the year was $3,639,906 (2015: $3,868,951). Subsidiary investments Investments in subsidiary undertakings are stated at cost less impairment losses. Expenditure incurred by plc on behalf of a subsidiary, for assets that could be capitalised in accordance with IFRS 6, is recorded within investments in subsidiary undertakings. (X) NATURE AND PURPOSE OF RESERVES (i) (ii) Available for sale financial assets reserve Changes in the fair value and exchange differences arising on translation of investments, such as equities, classified as available for sale financial assets, are recognised in other comprehensive income and accumulated in a separate reserve within equity. Amounts are reclassified to profit or loss when the associated assets are sold or impaired. Share option reserve The share based payments reserve is used to recognise: • the grant date fair value of options issued to employees but not exercised. • the grant date fair value of shares issued to employees. (iii) Change in proportionate interest reserve This reserve is used to record the differences which may arise as a result of transactions with non controlling interests that do not result in a loss of control. (iv) Foreign currency translation reserve Exchange differences arising on translation of foreign controlled entities are recognised in other comprehensive income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of. (Y) CHANGES IN ACCOUNTING POLICIES New standards and amendments in the year The following were amendments to published standards and interpretations to existing standards effective in the year and adopted by the Group. These new standards and interpretations had no effect on reported results, financial position or disclosure in the financial statements: • Annual Improvements to IFRSs – 2010 - 2012 Cycle • Annual Improvements to IFRSs – 2011 - 2013 Cycle • IFRIC 21 Levies 69 70 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 2: SEGMENT REPORTING NOTE 2: SEGMENT REPORTING Continued The Group determines and separately reports operating segments based on information that is internally provided to the Board of Directors, who are the Group’s chief operating decision makers. The Group has outlined below the separately reportable operating segments, having regard to the quantitative threshold tests provided in IFRS 8, namely that the relative revenue, asset or profit / (loss) position of the operating segment equates to 10% or more of the Group’s respective total. The Group reports information to the Board of Directors along company lines. That is, the financial position of SolGold and each of its subsidiary companies is reported discreetly, together with an aggregated Group total. Accordingly, each company within the Group that meets or exceeds the threshold tests outlined above is separately disclosed below. The financial information of the subsidiaries that do not exceed the thresholds outlined above, and is therefore not reported separately, is aggregated as Other Subsidiaries. 30 JUNE 2016 FINANCE INCOME TOTAL INCOME LOSS FOR THE YEAR ASSETS LIABILITIES DEPRECIATION SHARE BASED PAYMENTS $ - 166 4 415 - - - - - - $ - $ $ $ (3,639,906) 41,944,960 5,993,248 166 (912) 319,400 32,904,594 4 (143,336) 3,670,423 13,239,905 415 (217,676) 5,641,323 3,814,227 - - - - - - - (558) 4 - 9,948 958,120 (5,456) 1,222,828 1,222,828 (1,715,278) 26,155,728 20,613,853 - - 102,480 102,480 (35,557,044) (70,340,438)) 585 585 (5,723,122) 43,500,102 8,518,765 $ - - - - - - - - - - - FINANCE INCOME TOTAL INCOME LOSS FOR THE YEAR ASSETS LIABILITIES SHARE BASED PAYMENTS $ $ $ $ $ $ 9,873 9,873 (3,868,951) 31,993,846 1,349,750 59,595 186 10 500 - - - - - 186 10 500 (389,634) 320,139 32,904,421 12,077 3,670,423 13,186,119 (130,957) 5,812,595 3,767,823 - - - - - 71,510 (2,337) (4,442) 4 - 9,948 957,562 2,338 1,217,372 (275,500) 15,975,498 10,431,634 349,573 (25,077,858) (61,486,183) - - - - - - - - $ 8,228 724 376 5,191 - - - - - - 14,519 DEPRECIATION $ 9,573 2,455 1,165 5,185 - - - - - SolGold ARM Central Minerals Acapulco Mining Solomon Operations Honiara Holdings Guadalcanal Exploration ENSA Others Consolidation / Elimination Total 30 JUNE 2015 SolGold ARM Central Minerals Acapulco Mining Solomon Operations Honiara Holdings Guadalcanal Exploration ENSA Consolidation / Elimination Total NON-CURRENT ASSETS UK Australia Solomon Islands Ecuador The Group had no revenue during the current and prior year. NOTE 3: LOSS BEFORE TAX Loss is stated after charging (crediting) Auditors’ remuneration: Amounts received or due and receivable by BDO (UK) for: The audit of the company’s annual accounts Amounts received or due and receivable by related practices of BDO (UK) for: The audit of the company’s annual accounts Depreciation Foreign exchange (gains)/losses Share based payments NOTE 4: STAFF NUMBERS AND COSTS 2016 $ - 2015 $ - 11,570,970 16,318,503 - - 31,631,030 15,905,748 GROUP 2016 $ GROUP 2015 $ 36,735 62,939 14,519 (129,619) - 36,900 34,910 18,161 (122,623) 59,595 Corporate finance and administration Technical The aggregate payroll costs of these persons were as follows: GROUP 2016 GROUP 2015 COMPANY 2016 COMPANY 2015 11 108 119 11 100 111 7 2 9 7 2 9 Wages and salaries Contributions to superannuation Share based payments Total staff costs GROUP 2016 $ GROUP 2015 $ COMPANY 2016 $ COMPANY 2015 $ 2,833,769 2,763,284 235,414 - 215,228 17,534 850,352 47,615 - 3,069,183 2,996,046 897,967 765,229 58,171 17,534 840,934 10,570 10,570 (4,238,661) 32,696,985 2,338,446 59,595 18,378 Included within total staff costs is $2,192,934 (2015: $1,977,592) which has been capitalised as part of deferred exploration costs. 71 72 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 5: REMUNERATION OF KEY MANAGEMENT PERSONNEL NOTE 6: FINANCE INCOME AND COSTS 2016 Directors Nicholas Mather Brian Moller Robert Weinberg John Bovard Total paid to Key Management Personnel Staff and contractors Total 2015 Directors Alan Martin1 Nicholas Mather Brian Moller Robert Weinberg John Bovard Total paid to Key Management Personnel Staff and contractors Total BASIC ANNUAL SALARY $ 150,000 50,000 50,000 33,333 283,333 2,833,769 3,117,102 BASIC ANNUAL SALARY $ 444,849 150,000 50,000 50,000 50,000 744,489 2,318,435 3,063,284 OTHER BENEFITS PENSIONS TOTAL REMUNERATION $ - - - - - - - $ - - - - - 235,414 235,414 $ 150,000 50,000 50,000 33,333 283,333 3,069,183 3,352,516 OTHER BENEFITS PENSIONS TOTAL REMUNERATION $ - 18,423 13,526 10,542 10,542 53,033 - 53,033 $ $ 28,011 - - - - 28,011 157,057 185,068 472,860 168,423 63,526 60,542 60,542 825,893 2,475,492 3,301,385 Interest income Finance income Interest cost Finance costs NOTE 7: TAX EXPENSE GROUP 2016 $ 585 585 (237,433) (237,433) GROUP 2015 $ 10,570 10,570 (7,077) (7,077) FACTORS AFFECTING THE TAX CHARGE FOR THE CURRENT YEAR The tax credit for the period is lower than the credit resulting from the application of the standard rate of corporation tax in Australia of 30% (2015: 30%) being applied to the loss before tax arising during the year. The differences are explained below. Tax reconciliation Loss before tax Tax at 30% (2015: 30%) Effects at 30% (2015: 30%) of: Short term temporary differences Non-deductible expenses Tax losses carried forward Tax on loss GROUP 2016 $ GROUP 2015 $ (5,723,122) (1,716,937) (4,238,661) (1,271,598) (43,663) 31,773 1,728,826 - 179,781 135,986 955,831 - 1Includes the following payments: Termination payment - $150,000, annual leave payout - $2,228, bonus - $50,000, superannuation - $27,274 FACTORS THAT MAY AFFECT FUTURE TAX CHARGES During the year no directors exercised options granted under the employee share option plan (2015: nil). During the year, no employer’s social security costs (2015: $28,011) were paid in respect of remuneration for key management personnel. The board of directors are all considered to be key management personnel. The Group has carried forward tax losses of approximately $52 million (2015: $45 million). These losses may be deductible against future taxable income dependent upon the on-going satisfaction by the relevant Group company of various tax integrity measures applicable in the jurisdiction where the tax loss has been incurred. The jurisdictions in which tax losses have been incurred include Australia, Ecuador and the Solomon Islands. NOTE 8: LOSS PER SHARE The calculation of basic loss per ordinary share on total operations is based on losses of $5,723,122 (2015: $4,238,661) and the weighted average number of ordinary shares outstanding of 839,995,115 (2015: 686,978,658). There is no difference between the diluted loss per share and the basic loss per share presented as the share options on issue during the period and prior period were not considered dilutive. At 30 June 2016 there were 21,380,000 share options on issue (2015: 21,380,000). 73 74 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 9: INVESTMENTS IN SUBSIDIARY UNDERTAKINGS NOTE 9: INVESTMENTS IN SUBSIDIARY UNDERTAKINGS Continued COUNTRY OF INCORPORATION AND OPERATION PRINCIPAL ACTIVITY SOLGOLD PLC’S EFFECTIVE INTEREST Australia Exploration Australian Resources Management (ARM) Pty Ltd Acapulco Mining Pty Ltd Central Minerals Pty Ltd Australia Australia Solomon Operations Ltd Solomon Islands Honiara Holdings Pty Ltd Guadalcanal Exploration Pty Ltd Exploraciones Novomining S.A. Carnegie Ridge Resources S.A Green Rock Resources S.A Valle Rico Resources S.A. Cruz Del Sol S.A Australia Australia Ecuador Ecuador Ecuador Ecuador Ecuador Cost Balance at 30 June 2014 Acquisitions and advances in the year Balance at 30 June 2015 Acquisitions and advances in the year Balance at 30 June 2016 Amortisation and impairment losses Balance at 30 June 2014 Provision for impairment Balance at 30 June 2015 Provision for impairment Balance at 30 June 2016 Carrying amounts Balance at 30 June 2014 Balance at 30 June 2015 Balance at 30 June 2016 Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration 2016 100% 100% 100% 100% 100% 100% 85% 100% 100% 100% 100% 2015 100% 100% 100% 100% 100% 100% 85% - - - - INVESTMENT IN SUBSIDIARY UNDERTAKINGS SHARES $ LOANS $ TOTAL $ 14,004,879 56,944,721 70,949,600 - 8,787,343 8,787,343 14,004,879 65,732,064 79,736,943 - 9,753,226 9,753,226 14,004,879 75,485,290 89,490,169 (5,016,948) (43,990,813) (49,007,761) - (349,581) (349,581) (5,016,948) (44,340,394) (49,357,342) - - - (5,016,948) (44,340,394)- (49,357,342) 8,987,931 8,987,931 8,987,931 12,953,908 21,941,839 21,391,670 30,379,601 31,144,896 40,132,827 The write-down of the deferred exploration costs during the prior year associated with certain projects in Queensland and the Solomon Islands led to the Company recording a provision for impairment of $349,581 on the loans receivable from Australian Resource Management (ARM) Pty Ltd, Central Minerals Pty Ltd and Guadalcanal Exploration Pty Ltd. Details of all loans within the Group made during the year are set out below: SHARES $ LOANS $ TOTAL $ Cost Total investment in subsidiaries by the Company at 30 June 2014 14,004,879 56,944,721 70,949,600 Advances during the period to ARM Pty Ltd Advances during the period to Acapulco Mining Pty Ltd Repayments during the period from Central Minerals Pty Ltd Advances during the period to Honiara Holdings Pty Ltd Advances during the period to Guadalcanal Exploration Pty Ltd Advances during the period to Exploraciones Novomining S.A. - - - - - - 194,967 12,085 (18,389) 1,048 1,863 194,967 12,085 (18,389) 1,048 1,863 8,595,769 8,595,769 Total investment in subsidiaries by the Company at 30 June 2015 14,004,879 65,732,064 79,736,943 Advances during the period to ARM Pty Ltd Advances during the period to Acapulco Mining Pty Ltd Advances during the period to Central Minerals Pty Ltd Advances during the period to Honiara Holdings Pty Ltd Advances during the period to Guadalcanal Exploration Pty Ltd Advances during the period to Exploraciones Novomining S.A. Advances during the period to Carnegie Ridge Resources S.A Advances during the period to Green Rock Resources S.A Advances during the period to Valle Rico Resources S.A. Advances during the period to Cruz Del Sol S.A - - - - - - - - - - 6 1,852 7,435 558 5,456 6 1,852 7,435 558 5,456 9,635,440 9,635,440 70,390 12,280 19,809 - 70,390 12,280 19,809 - Total investment in subsidiaries by the Company at 30 June 2016 14,004,879 75,485,290 89,490,169 75 76 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 10: INVESTMENTS NOTE 11: PROPERTY, PLANT AND EQUIPMENT (A) INVESTMENTS ACCOUNTED FOR AS AVAILABLE-FOR-SALE ASSETS Movements in available-for-sale financial assets Opening balance at 1 July Additions Fair Value adjustment through other comprehensive income GROUP 2016 $ 2015 $ COMPANY 2016 $ 2015 $ 896,197 535,905 2,942,116 - 190,610 (2,045,919) 894,192 532,330 190,610 2,940,111 (2,045,919) PLANT AND EQUIPMENT MOTOR VEHICLES GROUP TOTAL COMPANY OFFICE EQUIPMENT FURNITURE & FITTINGS $ $ $ $ $ $ Cost Balance 30 June 2014 150,852 101,553 115,218 38,654 406,276 54,289 Additions – business combinations 12,047 5,624 119,708 294,470 8,618 28,139 3,556 29,845 - 20,474 462,791 3,890 - (134,802) - (2,338) (137,140) - Additions – other Disposals 1,622,712 896,197 1,617,132 894,192 Balance 30 June 2015 282,607 266,845 151,975 60,346 761,772 58,179 Available for sale financial assets comprise an investment in the ordinary issued capital of Cornerstone Capital Resources Inc., listed on the Toronto Stock Exchange (“TSX”) and an investment in the ordinary issued capital of Aus Tin Mining Ltd, a company listed on the Australian Securities Exchange. (B) FAIR VALUE Fair value hierarchy The following table details the consolidated entity’s assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. The fair values of financial assets and financial liabilities approximate their carrying amounts principally due to their short-term nature or the fact that they are measured and recognised at fair value. The following table represents the Group’s financial assets and liabilities measured and recognised at fair value. 2016 Available for sale financial assets 2015 Available for sale financial assets LEVEL 1 $ LEVEL 2 $ LEVEL 3 $ TOTAL $ 1,622,712 896,197 - - - - 1,622,712 896,197 The available for sale financial assets are measured based on the quoted market prices at 30 June. Effect of foreign exchange on opening balance Additions Disposals 4,783 5,258 1,936 1,029 13,006 - 28,294 - - - 17,478 22,887 68,659 6,343 - - - - Balance 30 June 2016 315,684 272,103 171,389 84,262 843,438 64,522 Depreciation and impairment losses Balance 30 June 2014 (90,263) (90,986) (73,661) (17,625) (272,535) (37,488) Effect of foreign exchange on opening balance (706) (5,624) (444) (16) (6,790) - Depreciation charge for the year (6,696) (5,082) (4,686) (1,697) (18,161) (9,573) Depreciation capitalised to exploration Disposals (28,940) (29,854) (22,140) (4,093) (85,026) - 40,541 - 97 40,639 - - Balance 30 June 2015 (126,605) (91,005) (100,931) (23,334) (341,873) (47,061) Effect of foreign exchange on opening balance (682) (637) (779) (130) (2,228) - Depreciation charge for the year (3,358) (5,088) (4,373) (1,700) (14,519) (8,012) Depreciation capitalised to exploration Disposals (43,259) (38,999) (22,984) (4,174) (109,416)) - - - - - - - Balance 30 June 2016 (173,904) (135,729) (129,067) (29,338) (468,038) (55,073) Carrying amounts At 30 June 2014 At 30 June 2015 At 30 June 2016 60,589 10,567 156,002 175,840 141,780 136,374 41,557 51,044 42,322 21,029 133,742 37,012 419,898 54,924 375,400 16,801 11,118 9,449 77 78 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 12: INTANGIBLE ASSETS NOTE 12: INTANGIBLE ASSETS Continued Cost Balance 30 June 2014 Additions – expenditure Balance 30 June 2015 Additions – expenditure Balance 30 June 2016 Impairment losses Balance 30 June 2014 Impairment charge Balance 30 June 2015 Impairment charge Balance 30 June 2016 Carrying amounts At 30 June 2014 At 30 June 2015 At 30 June 2016 IMPAIRMENT LOSS DEFERRED GROUP EXPLORATION COSTS DEFERRED COMPANY EXPLORATION COSTS $ $ 70,451,479 10,472,446 80,923,925 11,886,195 92,810,120 (49,000,030) (1,175,172) (50,175,202) (1,555,004) (51,730,206) 21,451,449 30,748,723 41,079,914 640,857 33,533 674,390 - - - (674,390) - - - 640 857 - - The Group did not consider it necessary to make a provision for impairment during the year (2015: nil). A decision was made to expense $1,555,004 (2015: $1,175,172) for exploration expenditure associated with other tenements that were surrendered or lapsed during the year. A detailed assessment of the carrying values of deferred exploration costs is provided below. CASCABEL PROJECT (85% OWNERSHIP) The Cascabel Project is a porphyry copper- gold deposit located in the Imbabura province of northwest Ecuador. It lies just off the main road, an easy 3-hour drive north of Ecuador’s capital city, Quito. The climate zone is tropical- savannah and vegetation is tropical forest with a well-developed soil horizon. Topography rises from elevations of 750 metres to 2,100 metres and the moderate to steep landscape is incised by four large drainage complexes. A first-order paved highway provides year-round access and crosses the north-east corner of the concession. Cascabel is SolGold’s flagship project and shows significant promise of hosting a tier 1 resource. At Alpala, 24,242.5m of drilling has been completed for 18 drill holes of which 16 have hit the Alpala deposit and 6 of which (Holes 5, 9, 12, 15R2, 16 and 17) delivered world class intersections - consisting of over 1km of continuous mineralisation grading over 1% Copper Equivalent. Drill hole CSD-14-009 for example, returned one of the best results in the history of mineral exploration, with 1088m grading 0.66% copper and 0.89 g/t gold for 1.48% Copper Equivalent. Drilling to date has not yet constrained the rich Alpala copper-gold deposit, and a resource estimation at this stage would be premature. Alpala alone is emerging as a Tier 1 copper project with high average grades in both copper and gold. The project will also enjoy the support of the surrounding 14 identified targets. SolGold now has a war chest of US$44 million, which will primarily be used to expand Alpala and drill test the other copper-gold targets, particularly Alpala, Alpala South East, Hematite Hill, Trivinio, Moran, Aguinaga and Tandayama- America. Over 90,000 metres of drilling is planned over the next two years, using directional drilling and ramping up to 10 rigs on site. Completion of a new access road to Alpala Camp via the village of Santa Cecilia, located in the centre of the concession, is providing vital operational advantages to the project now. Ecuador is undergoing a transformation with significant improvements to infrastructure, including five key sea ports, over 10,000km of new highways, and 10 new hydroelectric projects. These infrastructure improvements are sure to afford the project enormous capital advantages as the project moves toward feasibility over the coming years. Northern Ecuador lies within the under-explored northern section of the richly endowed Andean Copper Belt, which extends from Chile in the south to Colombia in the north and then north-west into Panama. The tenement lies on the margin of the Eocene and Miocene metallogenic belts which are renowned for hosting some of the world’s largest porphyry copper and gold deposits, like the giant La Escondida Copper Mine in Chile, which is the world’s largest producer of copper and hosted within the same age host rocks as Cascabel. A number of other globally significant deposits have been discovered in the region, some of which are becoming mines. These include the Junin copper project (982 million tonnes at 0.89% Cu), located some 60 km to the south-west of Cascabel, the La Colosa porphyry deposit (905 million tonnes at 0.92 g/t Au) located to the north in Colombia and the massive Cobre Panama deposit (3.3 billion tonne at 0.36% Cu) located to the north in Panama which contains over 26 million ounces of gold. The Fruta del Norte project in southern Ecuador is among the largest and highest grade undeveloped gold projects in the world (23.5 million tonnes at 9.59 g/t Au) and highlights the pedigree of potential within the country. Exploration on the Cascabel concession has included: geological mapping, stream silt sampling, soil sampling, rock chip sampling, channel sampling, a heli-magnetic survey (which has been modelled in 3D), a radiometric survey, gridding in preparation for a 3D Induced Polarisation (IP) and magneto-telluric (MT) survey, diamond drilling petrography, mineragraphy, metallurgical scoping work, terra-spec spectral mapping, and orientation and environmental base line sampling. Exploration activity to date has identified 14 potential porphyry centres at Cascabel, with 8 high priority prospects at: • Alpala • Alpala Northwest • Alpala Southeast • Trivinio • Moran • Aguinaga • America-Tandayama • Cristal 79 80 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 12: INTANGIBLE ASSETS Continued CASCABEL PROJECT (85% OWNERSHIP) Continued Exploration activities during 2016 included: • Anaconda style geological mapping in key areas. • Exploration reconnaissance mapping and sampling across the mineralised corridors identified. • Extension and infill soil sampling across the remaining prospective portion of the tenement. Rock-saw channel sampling at Alpala, Alpala Southwest, Alpala South, Trivinio and Moran prospects. Re-modelling of constrained heli-magnetic, Orion 3DIP and magneto-telluric (MT) surveys at Alpala and Aguinaga using data collected from magnetic susceptibility of drill core. Diamond drilling of drill holes 12 to 17 at Alpala, for a total of 16,848.7m, bringing the total for metres drilled at Cascabel to 24,242.5m. Upgrade and expansion of the Alpala field camp and the Rocafuerte field office. Petrographic work on drill core from drill holes at Alpala, confirming intrusive lithologies, mineralisation styles, paragenesis, and alteration types. Mineragraphy and metallurgical scoping work. Spectral alteration mapping on soil gridding across the tenement, and follow-up deep auger mapping, further refining targets identified. Ongoing environmental management over the concession area in line with guidelines provided by the Ministry of Environment. Submission of annual technical and environmental management reports. Preparation for ground-magnetic survey in December 2016. • • • • • • • • • All drilling to date has focussed on the Alpala prospect where 18 drill holes have been completed for a total combined meterage of 24,242.5m. The completion of soil gridding and infill across the entire tenement area has produced coincident molybdenum, gold and copper / zinc ratio in soil anomalies that highlight targets of potential porphyry centres characterised by higher temperatures of mineralisation. The low manganese in soil is inferred to be related to intense late-stage hydrothermal alteration, whilst the presence of elevated zinc surrounding these areas of low manganese is a geochemical signature that is typical of the metal zonation around porphyry copper-gold deposits. Priority target areas at Alpala, Alpala Southest and Aguinaga will be drill tested in the coming year, whilst field programs continue to assess potential of the 14 possible porphyry centres identified to date. Detailed follow up field work and technical studies of the other satellite targets continue as new target are being generated in the surrounding areas and exploration over the tenement. The aggregate carrying value of $28.8 million is considered to be unimpaired. SOLGOLD 100% OWNED PROJECTS Acapulco Mining Projects Acapulco has three granted tenements across Queensland. The granted tenements comprise of 232 sub-blocks (circa 718km²). NOTE 12: INTANGIBLE ASSETS Continued Extensive airborne magnetic and electromagnetic surveys have been conducted over some of the tenements, together with detailed stream sediment sampling, soil sampling, rock chip sampling and geological mapping programs. Furthermore, since May 2006 a total of 283 holes, equivalent to 24,377.8m have been drilled on the tenements. The objective has been to step-out from areas of known gold mineralisation so that resources can be defined and enlarged, with the objective of defining a maiden resource. The Company is seeking a joint venture partner to further progress these projects. The aggregated carrying value of $8.72 million is considered to be unimpaired. Central Minerals Projects Central Minerals comprises of seven granted tenements which is comprised of 280 sub-blocks (circa 886km2). Extensive airborne magnetic surveys have been conducted over the area, together with detailed soil and rock chip sampling, trenching, mapping programs and an induced polarisation geophysical survey. Since October 2007, a total of 473 holes, equivalent to 58,886.62m, have been drilled on the tenements. On 23 May 2012, SolGold announced an updated indicated and inferred combined resource at Rannes at an 0.3 g/t Au cut-off of 18.7 million tonnes at 0.92 g/t gold equivalent (gold + silver) for 550,000 ounces of gold equivalent (296,700 ounces of gold and 10,139,000 ounces of silver; values rounded). The resource at a 0.5 g/t Au cut-off is 12.23 million tonnes at 0.60g/t gold and 23.18g/t silver; for 237,240 ounces Au and 9,105,072 ounces Ag (using a gold to silver ratio of 1:50). Several other prospects exist that contain known gold mineralisation that has not yet been included in the resource estimate. The Company is seeking a JV partner to progress drilling on the Rannes project tenements. The Central Minerals projects have a carrying value of $3.55 million at 30 June 2016 and are considered to be unimpaired. NOTE 13: LOAN RECEIVABLES AND OTHER NONCURRENT ASSETS Security bonds GROUP 2016 $ 123,974 123,974 GROUP 2015 $ 159,433 159,433 COMPANY 2016 $ COMPANY 2015 $ - - 7,169 7,169 Security bonds relate to cash security held against office premises, Level 27, 111 Eagle St, Brisbane, Queensland Australia, cash security held by Queensland Department of Natural Resources and Mines against Queensland exploration tenements held by the Group and on cash backed bank guarantees held by the Ecuadorian Ministry of Environment against Ecuadorian exploration tenements held by the Group. 81 82 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 14: DEFERRED TAXATION RECOGNISED DEFERRED TAX ASSETS GROUP 2016 $ GROUP 2015 $ COMPANY 2016 $ COMPANY 2015 $ Deferred tax assets: Tax losses Deferred tax liabilities: 3,682,448 3,753,665 Temporary timing differences arising on intangible assets (3,682,448) (3,753,665) Net deferred taxes - - - - - - - - UNRECOGNISED DEFERRED TAX ASSETS Deferred tax assets have not been recognised in respect of the following amounts. Deferred tax has been calculated at the expected future rate of corporation tax of 30%. Temporary differences Tax losses GROUP 2016 $ GROUP 2015 $ COMPANY 2016 $ 12,107,126 12,712,206 - 11,655,562 10,175,920 11,525,379 23,762,688 22,888,126 11,525,379 COMPANY 2015 $ - 9,934,125 9,934,125 The deferred tax asset in respect of these items has not been recognised as future taxable profit is not anticipated within the foreseeable future. NOTE 15: OTHER RECEIVABLES AND PREPAYMENTS Other receivables Prepayments GROUP 2016 $ 203,169 - GROUP 2015 $ 151,295 - COMPANY 2016 $ COMPANY 2015 $ 168,353 136,872 - - 203,169 151,295 168,353 136,872 NOTE 16: CASH AND CASH EQUIVALENTS Cash at bank Cash and cash equivalents in the statement of cash flows GROUP 2016 $ 94,933 94,933 GROUP 2015 $ 321,440 321,440 COMPANY 2016 $ 17,199 17,199 COMPANY 2015 $ 215,312 215,312 NOTE 17: CAPITAL AND RESERVES (A) AUTHORISED SHARE CAPITAL At 1 July 2014 – Ordinary shares Increase in authorised share capital of £0.01 each on 23 January 2015 At 30 June 2015 – Ordinary shares At 1 July 2015 – Ordinary shares Increase in authorised share capital of £0.01 each on 27 November 2015 At 30 June 2016 – Ordinary shares (B) CHANGES IN ISSUED SHARE CAPITAL AND SHARE PREMIUM 2015 NO. OF SHARES 2015 NOMINAL VALUE £ 820,000,000 200,000,000 8,200,000 2,000,000 1,020,000,000 10,200,000 2016 NO. OF SHARES 2016 NOMINAL VALUE £ 1,020,000,000 400,000,000 1,420,000,000 10,200,000 4,000,000 14,200,000 NO. OF SHARES NOMINAL VALUE $ SHARE PREMIUM $ TOTAL $ Ordinary shares of 1p each at 30 June 14 652,153,202 11,106,524 78,434,985 89,541,509 Shares issued at £0.03 – Placement 17 December 2014 33,591,828 633,842 1,267,633 1,901,475 Share issue costs charged to share premium account - - (85,191) (85,191) Shares issued at £0.03 – Open offer 9 April 2015 74,708,041 1,444,355 2,888,711 4,333,066 Share issue costs charged to share premium account - - (293,828) (293,828) Ordinary shares of 1p at 30 June 2015 760,453,071 13,184,721 82,212,310 95,397,031 NO. OF SHARES NOMINAL VALUE $ SHARE PREMIUM $ TOTAL $ Ordinary shares of 1p each at 30 June 15 760,453,071 13,184,721 82,212,310 95,397,031 Shares issued at £0.015 – Placement 19 November 2015 62,263,534 1,331,612 Share issue costs charged to share premium account - - 665,807 (16,161) 1,997,419 (16,161) Shares issued at £0.023 – Placement 7 March 2016 80,909,257 1,541,129 2,003,467 3,544,596 Shares issued at £0.023 – Convertible notes conversion 7 March 2016 50,271,739 957,557 2,623,084 3,580,641 Ordinary shares of 1p at 30 June 2016 953,897,601 17,015,019 87,488,507 104,503,526 83 84 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 17: CAPITAL AND RESERVES Continued NOTE 17: CAPITAL AND RESERVES Continued POTENTIAL ISSUES OF ORDINARY SHARES At 30 June 2016 the Company had 21,380,000 options outstanding for the issue of ordinary shares (2015: 21,380,000). OPTIONS Share options are granted to employees under the company’s Employee Share Option Plan (“ESOP”). The employee share option plan is designed to align participants’ interests with those of shareholders. Unless otherwise documented with the Company, when a participant ceases employment prior to the vesting of their share options, the share options are forfeited after 90 days unless cessation of employment is due to termination for cause, whereupon they are forfeited immediately. The Company prohibits key management personnel from entering into arrangements to protect the value of unvested ESOP awards. SHARE OPTIONS ISSUED No options were granted during the year ended 30 June 2016. On 8 July 2014, the company entered into an agreement to grant 4,360,000 unlisted options to the Board of Directors. The options have a life of 3 years. The terms of the share options are as follows: • • 2.18 million Options exercisable at £0.14, vesting once the Company’s share price has traded at a minimum of £0.20 on a 30 day VWAP basis; 2.18 million Options exercisable at £0.28, vesting once the Company’s share price has traded at a minimum of £0.40 on a 30 day VWAP basis. Refer to note 19 for further details. DIVIDENDS The contractual life of each option granted is generally three (3) years. There are no cash settlement alternatives. The Directors do not recommend the payment of a dividend (2015: nil). Each option can be exercised from vesting date to expiry date for one share with the exercise price payable in cash. DATE OF GRANT EXERCISABLE FROM EXERCISABLE TO EXERCISE PRICES NUMBER GRANTED NUMBER AT 30 JUNE 2015 10 May 2013* When the Company’s share price has traded at a minimum of £0.20 on a 30 day VWAP basis 6 September 2017 £0.14 3,000,000 3,000,000 15 July 2013 15 July 2013 15 July 2013 24 September 2013 24 September 2013 24 September 2013 8 July 2014 8 July 2014 When the Company’s share price has traded at a minimum of £0.20 on a 30 day VWAP basis When the Company’s share price has traded at a minimum of £0.40 on a 30 day VWAP basis When the Company’s share price has traded at a minimum of £0.80 on a 30 day VWAP basis 15 July 2016 £0.14 1,250,000 1,250,000 15 July 2016 £0.28 2,250,000 2,250,000 15 July 2016 £0.50 4,000,000 4,000,000 When the Company’s share price has traded at a minimum of £0.20 on a 30 day VWAP basis 24 September 2016 When the Company’s share price has traded at a minimum of £0.40 on a 30 day VWAP basis 24 September 2016 When the Company’s share price has traded at a minimum of £0.80 on a 30 day VWAP basis 24 September 2016 £0.14 3,250,000 2,850,000 £0.28 3,250,000 2,850,000 £0.50 820,000 820,000 When the Company’s share price has traded at a minimum of £0.20 on a 30 day VWAP basis When the Company’s share price has traded at a minimum of £0.40 on a 30 day VWAP basis 8 July 2017 £0.14 2,180,000 2,180,000 8 July 2017 £0.28 2,180,000 2,180,000 22,180,000 21,380,000 *The options were granted for accounting purposes on 10 May 2013, approved at the Annual General Meeting held on 19 August 2013 and formally allotted on 6 September 2013. CAPITAL MANAGEMENT Given the nature of the Group’s current activities the entity will remain dependant on equity funding in the short to medium term until such time as the Group becomes self-financing from the commercial production of mineral resources. NOTE 18: TRADE AND OTHER CURRENT PAYABLES Current Trade payables Other payables Accrued expenses GROUP 2016 $ GROUP 2015 $ COMPANY 2016 $ COMPANY 2015 $ 1,348,875 1,065,617 847,413 1,000,066 351,145 2,042,341 326,689 946,140 56,958 312,473 68,019 281,666 3,742,361 2,338,446 1,216,844 1,349,751 85 86 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 19: EMPLOYEE BENEFITS SHARE-BASED PAYMENTS The number and weighted average exercise price of share options are as follows: Outstanding at the beginning of the year Lapsed during the year Granted during the year Outstanding at the end of the year Exercisable at the end of the year WEIGHTED AVERAGE EXERCISE PRICE NUMBER OF OPTIONS WEIGHTED AVERAGE EXERCISE PRICE NUMBER OF OPTIONS 2016 £0.27 2016 21,380,000 - - - - £0.27 21,380,000 - - 2015 £0.34 £0.41 £0.21 £0.27 - 2015 30,920,000 (13,900,000) 4,360,000 21,380,000 - The options outstanding at 30 June 2016 have an exercise price of £0.14 - £0.50 (2015: £0.14 - £0.50) and a weighted average contractual life of 0.46 years (2015: 1.46 years). Share options held by Directors are as follows: SHARE OPTIONS HELD AT 30 JUNE 2016 AT 30 JUNE 2015 OPTION PRICE EXERCISE PERIOD Nicholas Mather Brian Moller Robert Weinberg John Bovard 750,000 750,000 550,000 550,000 440,000 440,000 440,000 440,000 750,000 750,000 550,000 550,000 440,000 440,000 440,000 440,000 14p 28p 14p 28p 14p 28p 14p 28p 08/07/14 – 08/07/17 08/07/14 – 08/07/17 08/07/14 – 08/07/17 08/07/14 – 08/07/17 08/07/14 – 08/07/17 08/07/14 – 08/07/17 08/07/14 – 08/07/17 08/07/14 – 08/07/17 The total number of options outstanding at year end is as follows: SHARE OPTIONS HELD AT 30 JUNE 2016 SHARE OPTIONS HELD AT 30 JUNE 2015 OPTION PRICE EXERCISE PERIODS 3,000,000 1,250,000 2,250,000 4,000,000 2,850,000 2,850,000 820,000 2,180,000 2,180,000 3,000,000 1,250,000 2,250,000 4,000,000 2,850,000 2,850,000 820,000 2,180,000 2,180,000 £0.14 £0.14 £0.28 £0.50 £0.14 £0.28 £0.50 £0.14 £0.28 Vesting from 30 day VWAP of 20p to 06/09/2017 Vesting from 30 day VWAP of 20p to 15/07/2016 Vesting from 30 Day VWAP of 40p to 15/07/2016 Vesting from 30 Day VWAP of 80p to 15/07/2016 Vesting from 30 Day VWAP of 20p to 24/09/2016 Vesting from 30 Day VWAP of 40p to 24/09/2016 Vesting from 30 Day VWAP of 80p to 24/09/2016 Vesting from 30 Day VWAP of 20p to 08/07/2017 Vesting from 30 Day VWAP of 40p to 24/09/2016 21,380,000 21,380,000 NOTE 19: EMPLOYEE BENEFITS Continued The fair value of services received in return for share options granted is measured by reference to the fair value of share options granted. This estimate is based on either a Black-Scholes model or Monte Carlo Simulation considering the effects of the vesting conditions, expected exercise period and the dividend policy of the Company. FAIR VALUE OF SHARE OPTIONS AND ASSUMPTIONS £0.50 OPTIONS £0.28 OPTIONS £0.14 OPTIONS £0.50 OPTIONS £0.28 OPTIONS £0.14 OPTIONS 15 JULY 2013 15 JULY 2013 15 JULY 2013 24 SEPT 2013 24 SEPT 2013 24 SEPT 2013 2014 Number of options 4,000,000 2,250,000 1,250,000 820,000 3,250,000 3,250,000 Fair value at issue date £0.0001 £0.0012 £0.0043 £0.001 £0.003 £0.011 Exercise price £0.50 £0.28 £0.14 £0.50 £0.28 £0.14 Expected volatility 127.46% 127.46% 127.46% 113.24% 113.24% 113.24% Option life 3.00 years 3.00 years 3.00 years 3.00 years 3.00 years 3.00 years Expected dividends Risk-free interest rate (short-term) Valuation methodology 0.00% 1.28% 0.00% 1.28% 0.00% 1.28% 0.00% 1.62% 0.00% 1.62% 0.00% 1.62% Monte Carlo Monte Carlo Monte Carlo Monte Carlo Monte Carlo Monte Carlo FAIR VALUE OF SHARE OPTIONS AND ASSUMPTIONS 2015 Number of options Fair value at issue date Exercise price Expected volatility Option life Expected dividends Risk-free interest rate (short-term) Valuation methodology £0.14 OPTIONS £0.28 OPTIONS 8 JULY 2014 8 JULY 2014 2,180,000 2,180,000 £0.010 £0.140 £0.003 £0.280 115.31% 115.31% 3.00 years 3.00 years 0.00% 2.48% 0.00% 2.48% Monte Carlo Monte Carlo The calculation of the volatility of the share price was based on the Company’s daily closing share price over the two- year period prior to the date the options were issued. 87 88 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 20: FINANCIAL INSTRUMENTS (GROUP AND COMPANY) NOTE 20: FINANCIAL INSTRUMENTS (GROUP AND COMPANY) Continued FINANCIAL INSTRUMENTS BY CATEGORY FINANCIAL ASSETS LOANS AND RECEIVABLES AVAILABLE-FOR-SALE The table below shows the extent to which Group companies have monetary assets and liabilities in different currencies. Foreign exchange differences on retranslation of such assets and liabilities are taken to the statement of comprehensive income. Cash and cash equivalents Trade and other receivables Equity investments Total financial assets FINANCIAL LIABILITIES Trade and other payables Borrowings Total financial liabilities 2016 2016 2016 94,933 123,974 - 2015 321,440 159,433 - - - 1,622,712 218,907 480,873 1,622,712 - - 896,197 896,197 FINANCIAL LIABILITIES AT AMORTISED COST 2016 3,742,361 4,776,404 2015 2,338,446 - 8,518,765 2,338,446 If required, the Board of Directors determines the degree to which it is appropriate to use financial instruments, commodity contracts or other hedging contracts or techniques to mitigate risks. The main risks for which such instruments may be appropriate are foreign currency risk and liquidity risk, each of which is discussed below. The main credit risk is the non-collection of loans and other receivables which include refunds and tenement security deposits. There were no overdue receivables at year end. There have been no changes in financial risks from the previous year. During the year ended 30 June 2016 and 2015 no trading in commodity contracts was undertaken. MARKET RISK Interest rate risks The Group’s and Company’s policy is to retain its surplus funds on the most advantageous term of deposit available up to twelve month’s maximum duration. The increase/decrease of 2% in interest rates will impact the Group’s income statement by a gain/loss of $1,899 and the company’s income statement by $344. The group considers that a 2% +/- movement interest rates represent reasonable possible changes. Foreign currency risk The Group has potential currency exposures in respect of items denominated in foreign currencies comprising: • • Transactional exposure in respect of operating costs, capital expenditures and, to a lesser extent, sales incurred in currencies other than the functional currency of operations which require funds to be maintained in currencies other than the functional currency of operation; and Translational exposures in respect of investments in overseas operations which have functional currencies other than Australian dollars. Currency risk in respect of non-functional currency expenditure is reviewed by the Board. Solomon Island dollar (SBD) United States dollar (USD) Great British Pound (GBP) Australian dollar GROUP 2016 $ 7,075 40,376 1,467 46,015 94,933 GROUP 2015 $ 7,071 61,859 1,800 250,710 321,440 The main currency exposure relates to the effect of re-translation of the Group’s assets and liabilities in Solomon Island dollar (SBD) and United States dollar (USD). A 10% change in the SBD/A$ and USD/A$ exchange rates would give rise to a change of approximately $4,892 (2015: $7,073) in the Group net assets and reported earnings. In respect of other monetary assets and liabilities held in currencies other than Australian dollars, the Group ensures that the net exposure is kept to an acceptable level, by buying or selling foreign currencies at spot rates where necessary to address short-term imbalances. The Company did not have any monetary assets and liabilities in currencies other than the company functional currency. CREDIT RISK The Group is exposed to credit risk primarily from the financial institutions with which it holds cash and cash deposits. At 30 June 2016, the Group had $11,401 in cash accounts with Macquarie Bank Limited in Australia, $22,679 in cash accounts with the ANZ Bank in Australia, $16,466 in cash accounts with Westpac Bank in Australia, $4,219 in cash accounts with the ANZ Bank in Honiara, Solomon Islands, $34,182 in cash accounts with Banco Guayaquil in Ecuador, $2,215 in cash accounts with Banco Pichincha and $916 in petty cash. Including other receivables, the maximum exposure to credit risk at the reporting date was $298,102 (2015: $472,735). The company is also exposed to credit risk due to the cash balances it holds directly. It is also exposed to credit risk on the loan balances it holds with its subsidiaries. At 30 June 2016, the company had $17,199 in cash and cash equivalents and $31,144,896 of intercompany loan balances receivable. The maximum exposure to credit risk at the reporting date was $31,162,095. LIQUIDITY RISKS The Group and Company raises funds as required on the basis of budgeted expenditure for the next 12 to 24 months, dependent on a number of prevailing factors. Funds are generally raised in capital markets from a variety of eligible private, corporate and fund investors, or from interested third parties (including other exploration and mining companies) which may be interested in earning an interest in the project. The success or otherwise of such capital raisings is dependent upon a variety of factors including general equities and metals market sentiment, macro-economic outlook, project prospectivity, operational risks and other factors from time to time. When funds are sought, the Group balances the costs and benefits of equity financing. When funds are received they are deposited with banks of high standing in order to obtain market interest rates. The Group deals with banks with high credit ratings assigned by international credit rating agencies. Funds are provided to local sites weekly, based on the sites’ forecast expenditure. 89 90 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 20: FINANCIAL INSTRUMENTS (GROUP AND COMPANY) Continued NOTE 22: RELATED PARTIES Continued LIQUIDITY RISKS Continued All liabilities held by the Group are contractually due and payable within 1 year. Fair values In the Directors’ opinion there is no material difference between the book value and fair value of any of the Group’s and Company’s financial instruments. The classes of financial instruments are the same as the line items included on the face of the statement of financial position and have been analysed in more detail in notes to the accounts. All the Group’s financial assets are categorised as loans and receivables and all financial liabilities are measured at amortised cost. NOTE 21: COMMITMENTS The Group also has certain obligations to expend minimum amounts on exploration in tenement areas. These obligations may be varied from time to time and are expected to be fulfilled in the normal course of operations of the Group. The combined commitments of the Group related to its granted tenement interests are as follows: LOCATION Ecuador Solomon Islands Queensland UP TO 12 MONTHS 13 MONTHS TO 5 YEARS LATER THAN 5 YEARS - - 622,400 622,400 - - 205,500 205,500 - - - - To keep tenements in good standing, work programs should meet certain minimum expenditure requirements. If the minimum expenditure requirements are not met, the Group has the option to negotiate new terms or relinquish the tenements. The Group also has the ability to meet expenditure requirements by joint venture or farm in agreements. NOTE 22: RELATED PARTIES (A) GROUP Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. a) Transactions with Directors and Director-Related Entities (i) The Company had a commercial agreement with Samuel Capital Ltd (“Samuel”) for the engagement of Nicholas Mather as director of the Company. For the year ended 30 June 2016 $150,000 was paid or payable to Samuel (2015: $150,000). These amounts are included in Note 5 (Remuneration of Key Management Personnel). The total amount outstanding at year end is $62,500 (2015: $58,358). (ii) The Company has a long-standing commercial arrangement with DGR Global Ltd, an entity associated with Nicholas Mather (Director) and Brian Moller (Director), for the provision of various services, whereby DGR Global provides resources and services including the provision of its administration and exploration staff, its premises (for the purposes of conducting the Company’s business operations), use of existing office furniture, equipment and certain stationery, together with general telephone, reception and other office facilities (‘‘Services’’). In consideration for the provision of the Services, the Company shall reimburse DGR Global for any expenses incurred by it in providing the Services. For the year ended 30 June 2016 $360,000 was paid or payable to DGR Global (2015: $360,000) for the provision of administration, management and office facilities to the Company during the year. The total amount outstanding at year end was $120,000 (2015: $310,690). (iii) Mr Brian Moller (a Director), is a partner in the Australian firm HopgoodGanim lawyers. For the year ended 30 June 2016, HopgoodGanim were paid $66,263 (2015: $128,681) for the provision of legal services to the Company. The services were based on normal commercial terms and conditions. The total amount outstanding at year end was $66,263 (2015: $74,704). (iv) On 20 November 2015, DGR Global Ltd agreed to provide short term funding to SolGold plc to provide working capital. Interest on the facility is charged at the rate of 9.5% per annum. The loan is repayable by SolGold plc on the earlier of any capital raising event, or 31 December 2016. DGR Global Ltd can, at its sole election, convert all or part of the loan, including accrued interest, into further equity as part of a SolGold plc capital raising, and at the same price as third party participants, subject to DGR Global Ltd and SolGold plc obtaining all necessary regulatory approvals. A new loan agreement was signed on 30 June 2016 revising the limit on the facility to $7 million, all other conditions remained the same. On 29 August 2016, DGR Global Ltd converted $5,700,000 of the debt funding provided to SolGold into SolGold shares in accordance with the terms of the loan arrangements announced to the market on 1 July 2016. (v) On 2 October 2015, DGR Global Ltd and Tenstar Trading Ltd agreed to provide short term funding to SolGold PLC to provide working capital. Interest on the facility was charged at 9.5% per annum. The loans were repayable by SolGold 12 months from the date of issue. DGR Global Ltd and Tenstar Trading Ltd could, at their sole election, convert all or part of the loan, including accrued interest, into further equity at either 1.75 pence (GBP) or a price equal to 80% of the VWAP of the shares’ five days trading before the conversion notice. On 7 March 2016 DGR Global Ltd and Tenstar Trading Ltd converted $2,295,218 of the debt funding derivative provided to SolGold. The conversion was at 3.67 (GBP) per share and generated a movement in fair value on derivative financial liabilities of $1,378,260 which was expensed to the income statement in the year. b) Share and Option transactions of Directors are shown under Notes 5 and 19. (B) COMPANY The Company has related party relationships with its subsidiaries (see Note 9), Directors and other key personnel (see Note 19). All related party transactions are conducted at arm’s length. Subsidiaries The Company has an investment in subsidiaries balance of $40,132,827 (2015: $30,729,182). The transactions during the year have been included in note 9. As the Company does not expect repayment of this amount and will not call payment until the subsidiary can adequately pay it out of working capital, this amount has been included in the carrying amount of the investment in the Parent Entity’s statement of financial position. (C) CONTROLLING PARTY In the Directors’ opinion there is no ultimate controlling party. 91 92 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUEDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED NOTE 23: ACCOUNTING ESTIMATES AND JUDGEMENTS KEY SOURCES OF ESTIMATION UNCERTAINTY The key elements of the Statement of Financial Position that rely on the business judgment of the Directors as related to their carrying value include the capitalised exploration expenditure, and the business combination (also largely reflected in the consolidated carrying value of exploration expenditure). The Directors have carried out an assessment of the carrying values of deferred exploration costs and any required impairment and is included in note 12. NOTE 24: CONTINGENT ASSETS AND LIABILITIES A 2% net smelter royalty is payable to Santa Barbara Resources Limited, who were the previous owners of the Cascabel tenements. These royalties can be bought out by paying a total of US$4 million. Fifty percent (50%) of the royalty can be purchased for US$1 million 90 days following the completion of a feasibility study and the remaining 50% of the royalty can be purchased for US$3 million 90 days following a production decision. In the event Cornerstone Capital Resources Inc.’s (Cornerstone) equity interest in ENSA is diluted below 10%, Cornerstone’s equity interest will be converted to a half of one percent (0.5%) interest in a Net Smelter Return and SolGold will have right to purchase the Net Smelter Return for US$3.5 million at any time. There are no other contingent assets and liabilities at 30 June 2016 (2015: nil). NOTE 25: CONTINGENT ASSETS AND LIABILITIES On 26 August 2016, the Company issued an additional 268,819,004 shares at £0.06 to raise $27.9 million in a combination of cash and debt conversions pursuant to a private placement to progress its exploration and project development efforts across its portfolio of projects in the Solomon Islands, Ecuador and Queensland, Australia. On 9 September 2016, Mr Scott A. Caldwell was appointed as a Non-Executive Director. On 24 September 2016, 6,520,000 unlisted options (comprising 2,850,000 options exercisable at 14p, 2,850,000 options exercisable at 28p and 820,000 options exercisable at 50p) expired. On 14 October 2016, the Company issued an additional 63,353,339 shares at £0.13 to raise $13.4 million in cash pursuant to a private placement to continue to fund the Group’s exploration of its flagship Cascabel Copper Gold Porphyry Project, for general working capital purposes and ongoing corporate costs. On 17 October 2016, the Company issued an additional 142,896,661 shares at £0.13 to raise $30.3 million in cash pursuant to a private placement to continue to fund the Group’s exploration of its flagship Cascabel Copper Gold Porphyry Project, for general working capital purposes and ongoing corporate costs. On 17 October 2016, the Company issued an additional 19,591,768 unlisted options to Maxit Capital. The options consist of two tranches of 9,795,884 options each exercisable at £0.14 and £0.28. The Directors are not aware of any other significant changes in the state of affairs of the Group or events after the reporting date that would have a material impact on the consolidated or Company financial statements. 93 94 ANNUAL REPORT 2016 ANNUAL REPORT 2016 NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2016 CONTINUED 95 96 ANNUAL REPORT 2016 ANNUAL REPORT 2016