SolGold Annual Report 2018

Plain-text annual report

l S o G o d p c l l A N N U A L R E P O R T 2 0 1 8 LEADING EXPLORERS OF WORLD-CLASS COPPER-GOLD DEPOSITS ANNUAL REPORT 2018 SolGold plc BRISBANE HEAD OFFICE: LONDON CORPORATE OFFICE: QUITO CORPORATE OFFICE: Level 27, 111 Eagle Street, Brisbane, Queensland, Australia 4000 Octagon Point, 5 Cheapside, St Paul’s, London, EC2V 6AA Avenida Coruña E25-58 y San Ignacio, Ediﬁcio Altana Plaza, piso 4 oﬁcina 406, Quito SOLGOLD IS A LEADING EXPLORATION COMPANY FOCUSSED ON THE DISCOVERY AND DEFINITION OF WORLD-CLASS COPPER AND GOLD DEPOSITS CONTENTS OVERVIEW 02 About Us 04 At a Glance 06 Chairman’s Statement STRATEGIC REPORT 08 Our Market 12 A Road Map for Development 12 Investment Case 14 Our Business Model 16 Delivering on our Strategy 16 Our Successful Blueprint 18 Q&A with the Chief Executive Director 20 Operations Review 22 Ecuador 32 Australia 36 Solomon Islands 38 Financial Review 42 Principal Risks & Uncertainties 46 Our Sustainable Approach GOVERNANCE 50 Board of Directors and Company Secretary 52 Corporate Governance 57 Directors’ Report 60 Statement of the Chairman of the Remuneration Committee 60 Remuneration Report 66 Independent Auditor’s Report FINANCIAL STATEMENTS 70 71 Consolidated Statement of Proﬁt or Loss and Comprehensive Income Consolidated and Company Statements of Financial Position 72 Consolidated Statement of Changes in Equity 74 Company Statement of Changes in Equity 76 Consolidated and Company Statements of Cash Flows 77 Notes to the Financial Statements OVERVIEW OVERVIEW /01/01 ABOUT US Having utilised its first mover advantage SolGold is the largest and most active concession holder in Ecuador and is aggressively exploring the length and breadth of this highly prospective section of the Andean Copper Belt, home of multiple Tier 1 copper and gold projects and half of the world’s copper resources The (cid:36)lpala disco(cid:89)er(cid:92) at the co(cid:80)pan(cid:92)(cid:183)s (cid:193)a(cid:74)ship (cid:80)a(cid:77)orit(cid:92)(cid:16)o(cid:90)ned (cid:38)asca(cid:69)el pro(cid:77)ect (cid:90)ith its continuin(cid:74) (cid:20)(cid:78)(cid:80)(cid:16)plus copper(cid:16)(cid:74)old intersections(cid:15) is the first o(cid:73) (cid:80)an(cid:92)(cid:17) (cid:54)ol(cid:42)old has alread(cid:92) identified (cid:20)(cid:19) priorit(cid:92) pro(cid:77)ects (cid:90)hich are no(cid:90) scheduled (cid:73)or e(cid:91)ploration (cid:73)ast(cid:16)trac(cid:78)(cid:17) (cid:54)ol(cid:42)old is (cid:69)uildin(cid:74) a ne(cid:90) copper co(cid:80)pan(cid:92)(cid:15) and it has the tea(cid:80)(cid:15) trac(cid:78) record and resources to succeed(cid:17) PERFORMANCE HIGHLIGHTS METRES DRILLED (cid:27)(cid:23)(cid:15)(cid:23)(cid:21)(cid:22)M (cid:11)(cid:21)(cid:19)(cid:20)(cid:26)(cid:29) (cid:23)(cid:23)(cid:15)(cid:24)(cid:19)(cid:19)(cid:48)(cid:12) CASH BALANCE A$(cid:27)(cid:20)(cid:17)(cid:27) MILLION (cid:11)(cid:21)(cid:19)(cid:20)(cid:26)(cid:29) (cid:36)(cid:7)(cid:27)(cid:28)(cid:17)(cid:22)(cid:48)(cid:12) (cid:24) INTERNATIONAL INDUSTRY AWARDS (cid:11)(cid:21)(cid:19)(cid:20)(cid:26)(cid:29) (cid:19)(cid:12) TSX & LSE MAIN MARKET LISTING ALPALA MRE (cid:20)(cid:19) PRIORITY REGIONAL PROJECTS IDENTIFIED 02/ SOLGOLD ANNUAL REPORT 2018 SOLGOLD HAS THE TEAM, TRACK RECORD AND RESOURCES TO SUCCEED OVERVIEW OVERVIEW /03/03 AT A GLANCE Headquartered in Brisbane, Australia SolGold has offices in London, England and Quito, Ecuador. The Company is listed on the London Main Board and Toronto Stock Exchange under the code ’SOLG’. (cid:54)ol(cid:42)old has a lar(cid:74)e port(cid:73)olio o(cid:73) copper and (cid:74)old pro(cid:77)ects in (cid:40)cuador(cid:15) (cid:36)ustralia and the (cid:54)olo(cid:80)on (cid:44)slands(cid:17) The (cid:38)o(cid:80)pan(cid:92)(cid:183)s (cid:73)ocus(cid:15) since (cid:21)(cid:19)(cid:20)(cid:21)(cid:15) has (cid:69)een on the riches o(cid:73) the (cid:36)ndean (cid:38)opper (cid:37)elt in (cid:40)cuador(cid:17) This (cid:92)ear the (cid:38)o(cid:80)pan(cid:92) announced its (cid:80)aiden (cid:80)ineral resource esti(cid:80)ate (cid:73)ro(cid:80) the (cid:36)pala prospect on the (cid:38)asca(cid:69)el pro(cid:77)ect in (cid:49)orthern (cid:40)cuador(cid:17) (cid:54)ol(cid:42)old has also identified (cid:20)(cid:19) ne(cid:90) priorit(cid:92) pro(cid:77)ects (cid:73)ro(cid:80) the (cid:26)(cid:21) re(cid:74)ional concessions(cid:17) (cid:54)ol(cid:42)old has a hi(cid:74)hl(cid:92) e(cid:91)perienced and si(cid:74)nificantl(cid:92) in(cid:89)ested (cid:37)oard and throu(cid:74)hout (cid:21)(cid:19)(cid:20)(cid:26) (cid:54)ol(cid:42)old(cid:183)s (cid:80)ana(cid:74)e(cid:80)ent tea(cid:80) (cid:90)as reco(cid:74)nised as an e(cid:91)a(cid:80)ple o(cid:73) e(cid:91)cellence in the industr(cid:92) and continues to stri(cid:89)e to deli(cid:89)er o(cid:69)(cid:77)ecti(cid:89)es e(cid:73)ficientl(cid:92) and in the interests o(cid:73) shareholders(cid:17) SOLGOLD CORPORATE STRUCTURE SolGold plc is the overall corporate entity of the business, listed on the London Stock Exchange and Toronto Stock Exchange SolGold subsidiary companies EXPLORACIONES NOVOMINING S.A* GREEN ROCK RESOURCES S.A VALLE RICO RESOURCES S.A CARNEGIE RIDGE RESOURCES S.A CRUZ DEL SOL S.A SOLOMON OPERATION LTD ARM P/L HONIARA HOLDINGS P/L GUADALCANAL EXPLORATION P/L ACAPULCO MINING P/L CENTRAL MINERALS P/L * 85% SolGold owned, All other subsidiaries 100% SolGold owned. 04/ SOLGOLD ANNUAL REPORT 2018 OUR BUSINESS ECUADOR Projects Offices Listings Headquarters (cid:22)(cid:15)(cid:21)(cid:19)(cid:19)KM(cid:21) EXPLORATION GROUND IN ECUADOR SOLOMON ISLANDS AUSTRALIA (cid:23)(cid:24)(cid:19) EMPLOYEES (cid:28)(cid:26)% ECUADORIAN 84 GEOLOGISTS (cid:22)(cid:19)% WOMEN OVERVIEW /05 CHAIRMAN’S STATEMENT DEAR SHAREHOLDERS It has been a very busy year for SolGold. The past year has seen a signiﬁcant acceleration of drilling at the Cascabel project, publication of our Maiden Mineral Resource Estimate for the Alpala prospect and the commencement of the Preliminary Economic Assessment. In addition to this we have started to see exciting results from our pan-Ecuadorian strategy. Our experienced regional teams have been able to rapidly review our multiple concessions and identify ten priority projects for SolGold to progress. With its move to the London Stock Exchange Main List in October 2017 and new Toronto Stock Exchange listing completed in July 2017, SolGold now has exposure to a wider variety of investors and access to strong capital markets in the UK and North America. During the year SolGold was delighted to strengthen its board and management, welcoming James Clare, a well-known Canadian corporate and resources lawyer to its board and appointing Eduardo Valenzuela to oversee the preparation of the Preliminary Economic Assessment for Alpala. SolGold published its maiden Mineral Reserve Estimate for Alpala in January 2018. The highlights include: • estimate across both Indicated and Inferred classiﬁcations totals a current 1.08 Bt @ 0.68% CuEq (7.4 Mt CuEq) at 0.3% CuEq cut off, some 40% of which is in the Indicated category (by tonnage); • contained metal content totals a current 5.2 Mt Cu and 12.3 Moz Au, some 45% of which is within the Indicated category (by contained metal); • higher grade core has a current 120 Mt @ 1.8% CuEq (2.0 Mt CuEq) at a 1.1% CuEq cut off, some 60% of which is in the Indicated category (by tonnage); and • a further 100 Mt @ 1.0% CuEq (1.0 Mt CuEq) is added to the high grade core if a 0.9% CuEq cut off is used, some 50% of which is in the Indicated category (by tonnage). With further drilling of some 70,000m since then, SolGold has focussed on growing both the core resource and the high-grade zone at Alpala. It is well placed to provide a signiﬁcant update to the maiden resource in Q4 2018. SolGold has also progressed work on an independent Preliminary Economic Assessment expected in Q1 2019. SolGold is investigating both high tonnage open cut and underground block caving operations, as well as a high grade / low tonnage initial underground development towards the economic development of the copper-gold deposit/s at Cascabel. The last ﬁnancial year has seen SolGold focus on its Pan Ecuadorean strategy. Work undertaken by SolGold’s team has delineated and ranked regional exploration targets for the potential to contain world class copper-gold deposits. Through its four 100% owned subsidiary companies in Ecuador; Carnegie Ridge Resources S.A., Green Rock Resources S.A., Cruz del Sol S.A. and Valle Rico Resources S.A, some 72 mineral concessions over approximately 3,200km2 have been secured giving SolGold the largest land holding in Ecuador. Ten major targets have been identiﬁed, including Blanca, Cisne Loja, La Hueca, Porvenir and Timbarra. The past year has seen signiﬁcant improvements to the mining industry and environment in Ecuador. SolGold is delighted to see signiﬁcant reform, including overhauling the mining tax regime and removing a prohibitive windfall tax on foreign investment. In 2017 these changes, efforts and improvements were recognised on an international stage with Ecuador winning Latin America Country Award for 2017 at Mines & Money Americas in Toronto and Most Innovative Country at Mines & Money London. President Lenin Moreno announced an economic plan in April 2018 which promotes private enterprise in infrastructure, oil, energy, mining and telecommunication sectors to generate US$7B of investment by 2021. BRIAN MOLLER Non-Executive Chairman WITH A STRONG SHAREHOLDER BASE, DEDICATED AND FOCUSSED MANAGEMENT AND TECHNICAL TEAM, SOLGOLD IS WELL PLACED TO BOTH ADVANCE ITS ALPALA PROJECT ON A PATH TO DEVELOPMENT AND PROGRESS ITS PAN ECUADOREAN STRATEGY IN 2019.” 4 X (cid:20)(cid:19)(cid:19)% OWNED SUBSIDIARIES ESTABLISHED IN ECUADOR 06/ SOLGOLD ANNUAL REPORT 2018 SolGold enjoys a strong financial position with some AUD$81.8 million in its treasury at the start of the new financial year. With a strong shareholder base, dedicated and focussed management and technical team, SolGold is well placed to both advance its Alpala project on a path to development and progress its Pan Ecuadorean strategy in 2019. I would like to extend my thanks to the Company’s CEO Mr Nicholas Mather, my fellow Directors and the management team for their ongoing efforts in advancing the Company’s projects in this past year and I look forward to delivering further news on the Company’s continued progress. Yours faithfully OUR AWARDS MINES AND MONEY TORONTO 2017 Ecuador Country of the Year (Latin America) Nick Mather CEO of the Year SolGold (Latin America) SolGold Exploration Award (Latin America) MINES AND MONEY AWARDS LONDON 2017 BRIAN MOLLER Chairman SolGold Exploration Award Nick Mather CEO of the Year SolGold Ecuador Country of the Year MINES AND MONEY ASIA 2018 Nick Mather Exploration Mining Executive of the Year SolGold OVERVIEW /07/07 OVERVIEWOUR MARKET (cid:42)(cid:47)(cid:50)(cid:37)(cid:36)(cid:47) (cid:54)(cid:56)(cid:51)(cid:51)(cid:47)(cid:60) (cid:36)(cid:49)D D(cid:40)(cid:48)(cid:36)(cid:49)D (cid:11)(cid:182)(cid:19)(cid:19)(cid:19) T(cid:50)(cid:49)(cid:49)(cid:40)(cid:54)(cid:12) 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000 1996 2001 2006 2011 2016 2021 2026 Base case production capability Probable projects Possible projects Primary Demand Source: Wood Mackenzie Q4 – 2017. Copper outlook – December 2017. COPPER DEMAND BY SECTOR Construction Electric Network Consumer and general Transport Industrial machinery Source: Wood Mackenzie Q4 – 2017. Copper outlook – December 2017. 08/ SOLGOLD ANNUAL REPORT 2018 COPPER SUPPLY IS FORECAST TO STRUGGLE TO MEET GROWING DEMAND OVER THE LONG TERM Global demand for copper is the highest it has ever been, driven by urbanisation, infrastructure development and technology, and steady growth is anticipated to continue. Conversely, the limited project pipeline, declining grades, and more challenging mining conditions point to supply constraints. DEMAND FUNDAMENTAL TO MANY INDUSTRIES The properties of copper – high electrical and thermal conductivity, malleability, ductility and corrosion resistance – make the metal a vital element in applications such as power generation and transmission, electric motors, consumer electronics, air conditioning systems and refrigerators. Consequently the metal is used in diverse applications, with construction, electrical networks and domestic appliances key sectors for the metal. Transport currently accounts for more than 10% of demand. DEMAND UNDERPINNED BY GLOBAL MEGATRENDS AND TECHNOLOGY SHIFTS Global trends of urbanisation and economic development have been core drivers of copper consumption, with the associated construction of new buildings, electricity and telecommunications infrastructure, and rising demand for vehicles, electronic devices and other consumer durables. While it is difficult to isolate the contribution of urbanisation to demand for copper, there is a correlation between GDP per capita and demand for metals used in infrastructure and consumer goods. China alone accounted for almost half of reﬁned copper demand in 2017, although an estimated 15–25% of Chinese consumption is re-exported as ﬁnished products. The shift to renewable energy sources and more sustainable transportation solutions has opened up new opportunities for copper, whose characteristics are valuable to solar power systems, wind turbines, electric vehicles and battery storage. ECUADOR HAS ATTRACTED $1.3 BILLION IN INVESTMENT COMMITMENTS FOR NEW EXPLORATION STRATEGIC REPORT STRATEGIC REPORT /09/09 OUR MARKET CONTINUED Used in the vehicles and well as in the charging networks, up to 80–85kg of copper is used per electric vehicle, four times as much as in a vehicle powered with an internal combustion engine. Annual copper consumption from electric vehicles is forecast to be c. 1.7 million tonnes by 2027. In 2017 demand from the sector was 185,000 tonnes. The ease of recycling copper – with metal produced from scrap requiring as little as 10% of the energy needed to produce it from ore – makes the material all the more attractive to users. SUPPLY TIGHTENING MARKET There is an urgent need for more copper discoveries, since there could be a supply deﬁcit of around three quarters of current supply by 2035, according to mining consultancy CRU. Having reduced exploration budgets to cut costs in the down-cycle, major mining companies now have sizeable exploration budgets and are more willing to back promising junior exploration projects. Despite exploration budgets reaching record highs, however, the number of signiﬁcant copper discoveries has dwindled. FUNDAMENTAL FACTORS (cid:56)(cid:49)D(cid:40)(cid:53)(cid:51)(cid:44)(cid:49)(cid:49)(cid:44)(cid:49)(cid:42) (cid:47)(cid:50)(cid:49)(cid:42)(cid:40)(cid:53)(cid:16)T(cid:40)(cid:53)(cid:48) PRICE FORECASTS Notwithstanding short-term ﬂuctuations, in the longer-term, analysts predict that copper prices will be buoyed by the fact that the metal is becoming more difficult and expensive to mine. Consumption continues to increase, and, since the easy to access deposits have been mined, production must shift to the more difficult, large, low-grade deposits to meet demand. Although Chinese demand is expected to grow by 3.3% in 2018, there are indications of softening in the country’s infrastructure and property sectors, with an escalation of the trade war with the US another important inﬂuence. Nevertheless, analysts forecast that China will remain the primary contributor to growth in copper demand through 2030. GOLD GOLD CONTINUES TO PLAY A (cid:46)(cid:40)(cid:60) (cid:53)(cid:50)(cid:47)(cid:40) (cid:36)(cid:54) (cid:36) (cid:53)(cid:44)(cid:54)(cid:46)(cid:16)D(cid:44)(cid:57)(cid:40)(cid:53)(cid:54)(cid:44)(cid:41)(cid:44)(cid:40)D INVESTMENT ASSET Considered a safe haven investment, the price of gold has traditionally been impacted by geopolitical and macroeconomic events and their associated effect on currency markets. This era of elevated geopolitical and economic risk – including a US/China trade war, populism in the Eurozone and currency issues in several emerging markets - would tend to support demand for gold, yet pricing activity over the past year indicates that the traditional ‘geopolitical risk hedge’ relationship has broken, since the global economy remains in a cyclical upturn and there has been a dollar rally. However, according to the World Gold Council’s report, Gold 2048, as the use of gold across energy, healthcare and technology continues to change rapidly, gold’s position as the material of choice is expected to continue and evolve over the coming decades. This shift, combined with the expanding middle class in China and India will have a signiﬁcant impact on gold demand. ECUADOR Attractive investment conditions, underpinned by its geology and a government that is keen to support the mining sector. RICH GEOLOGY Ecuador lies on the northern section of the Andean Copper Belt which stretches from Chile through Peru, Ecuador, Colombia and north-west to Panama, and which yields approximately half of the world’s annual copper production. The Andean Copper Belt hosts many of the world’s largest porphyry copper and gold mines, including Escondida, Chuquicamata and Collahuasi in Chile. Less than 10% of the territory has been explored, but, over the last four years, Ecuador has attracted $1.3 billion in investment commitments for new exploration from mining companies, and there have been world-class discoveries of both copper and gold. AS ECUADOR LOOKS TO RAPIDLY ESTABLISH A LARGE-SCALE MINING INDUSTRY THE MINISTRY HAS ALSO REFORMED THE EXPLORATION PROCESS.” COPPER SUPPLY DEFICIT OF (cid:22)(cid:18)(cid:23) OF CURRENT (cid:54)(cid:56)(cid:51)(cid:51)(cid:47)(cid:60) (cid:37)(cid:60) (cid:21)(cid:19)(cid:22)(cid:24) LESS THAN (cid:20)(cid:19)% OF ECUADOR’S TERRITORY HAS BEEN EXPLORED 10/ SOLGOLD ANNUAL REPORT 2018 OUR SUSTAINABLE APPROACH (cid:20)(cid:19) (cid:51)(cid:40)(cid:53)(cid:54)(cid:50)(cid:49) COMMUNITY RELATIONS TEAM SolGold places the highest importance in creating and maintaining open, respectful, proactive and productive relations within all the community in which we operate. FAVOURABLE INVESTMENT CONDITIONS Politically stable, Ecuador’s economy has hitherto been dependent on oil revenues, resulting in growing GDP per capita as well as investment in infrastructure. The decline in oil reserves coupled with falling oil prices led to a greater focus on the mining industry as part of a push to diversify the economy, however. Mining is on track to become the second pillar of Ecuador’s economy, and the goal is that the sector will account for more than 4% of GDP by 2021. The government is committed to the development of a best practice, responsible mining sector by providing attractive and fair investment conditions to encourage the world’s best mining companies to the country. Since the Mines Ministry (now the Ministry of Oil, Mining and Energy) was established in 2015, there have been signiﬁcant improvements to the regulatory landscape through tax reform and incentives. A major milestone was achieved this year with the removal of the windfall tax. The windfall tax was levied at 70% based upon the difference between the sale price of the metal extracted from the ground and best price established in the Mining Exploitation Contracts and applied only to large mines in full-scale production. The well documented biodiversity of Ecuador means that this consideration must sit at the heart of any mining activity. Holders of mining concessions are required to obtain environmental licenses, and to compile impact assessments and environmental management plans, adhering to associated guarantees and audit requirements. The government plans to reform environmental legislation to better reﬂect the realities of industrial-scale mining, however, with the aim of streamlining the permitting process, enabling more efficient and optimised control, and developing voluntary environmental certiﬁcations for companies conforming to best practice. As Ecuador looks to rapidly establish a large- scale mining industry the Ministry has also reformed the exploration process, allowing mining companies to more quickly identify prospective concessions by the allowance of reconnaissance, or “scout”, drilling during the four-year initial exploration phase. The industry will be supported by plans for on-going investment in the infrastructure (roads, ports, energy) and skills required by the mining industry, as well as a commitment to engage with local communities and to reinvest royalties in social projects. (cid:48)(cid:36)(cid:45)(cid:50)(cid:53) (cid:38)(cid:50)(cid:51)(cid:51)(cid:40)(cid:53) D(cid:44)(cid:54)(cid:38)(cid:50)(cid:57)(cid:40)(cid:53)(cid:44)(cid:40)(cid:54) (cid:178) (cid:38)(cid:56) (cid:44)(cid:49) (cid:53)(cid:40)(cid:54)(cid:40)(cid:53)(cid:57)(cid:40)(cid:54) (cid:9) (cid:53)(cid:40)(cid:54)(cid:50)(cid:56)(cid:53)(cid:38)(cid:40)(cid:54) (cid:11)(cid:48)T(cid:12)(cid:20) 120 100 80 60 40 20 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 Chile Peru Other 1. A major discovery is deﬁned as a deposit with at least 500kt of copper in combined reserves, resources and past production 2. Year when discovery hole was drilled. Source: S&P Global Market Intelligence, BCG analysis. STRATEGIC REPORT /11 A ROAD MAP FOR DEVELOPMENT 2006 Solomon Gold lists on LSE AIM 2007 High grade gold discovery in Solomon Islands 2009 Acquisition of Mount Perry & Rannes projects in Queensland 2012 Company name changed to SolGold and agreement signed with TSX-V listed Cornerstone Capital Resources for Cascabel project, Northern Ecuador May 2017 SolGold unveils Pan Ecuadorian strategy, creating four 100% subsidiaries 2016 Newcrest Mining makes initial US$23M investment for 10% of SolGold and SolGold enters the FTSE AIM 50 2015 Ownership of ENSA increased from 50% to 85% 2013 Ownership of ENSA increased from 30% to 50% and drilling commenced at Alpala prospect at the Cascabel project July 2017 SolGold lists on the Toronto Stock Exchange October 2017 SolGold graduates to the London Stock Exchange Main Board January 2018 Maiden Mineral Resource Estimate for Alpala prospect published March 2018 Drilling commences at Aguinaga prospect at the Cascabel project September 2018 BHP invests US$35M for 6.1% of SolGold July 2018 10 priority projects identified across Ecuador in regional exploration program INVESTMENT CASE EXPERIENCED TEAM ECUADOR’S OPPORTUNITY Strongly invested Board and management team, and award- winning exploration team with unrivalled experience in the region. A four year first mover advantage in Ecuador has allowed SolGold to build a substantial and unrivalled portfolio across the country. SolGold presents a unique investment opportunity that offers a clear path to cash flow in addition to considerable long-term exploration upside. 6% BOARD SHAREHOLDING 3,200KM2 OF EXPLORATION UPSIDE 12/ SOLGOLD ANNUAL REPORT 2018FUTURE PLANS 2018 Updated Mineral Resource Estimate for Alpala prospect, Cascabel project 2019 Preliminary Economic Assessment for the Cascabel project 2019 Drilling to commence on selected projects for the 10 priority projects identiﬁed A WORLD-CLASS PROJECT PAN-ECUADORIAN STRATEGY Cascabel, our ﬂagship project, has delivered world-class intersections of continuous copper and gold mineralisation. Its location and infrastructure deliver CAPEX advantages and a proposal to block cave mine to deliver OPEX savings. 72 carefully selected concessions which are perceived (by SolGold) to be the most prospective areas granted across Ecuador 100% owned in four subsidiaries: Carnegie Ridge Resources, Green Rock Resources, Cruz Del Sol S.A. and Valle Rico Resources. FUNDED FOR THE FUTURE Strong cash balance to deliver signiﬁcant resource expansion at Cascabel and advance regional exploration strategy. (cid:51)(cid:36)(cid:42)(cid:40) (cid:21)(cid:21) (cid:20)(cid:19) PRIORITY PROJECTS IDENTIFIED A$(cid:27)(cid:20)(cid:17)(cid:27)MILLION CASH IN BANK STRATEGIC REPORT /13 STRATEGIC REPORT /13 OUR BUSINESS MODEL The e(cid:91)ploration o(cid:73) copper and (cid:74)old is core to our (cid:69)usiness (cid:80)odel(cid:17) (cid:58)e (cid:74)enerate (cid:89)alue (cid:69)(cid:92) disco(cid:89)erin(cid:74) and definin(cid:74) (cid:90)orld(cid:16)class pro(cid:77)ects(cid:17) (cid:58)e (cid:80)a(cid:91)i(cid:80)ise (cid:73)unds usin(cid:74) an esta(cid:69)lished s(cid:92)ste(cid:80)atic and disciplined approach to e(cid:91)ploration tar(cid:74)etin(cid:74) (cid:74)rass roots opportunities to ensure lo(cid:90) cost entr(cid:92) in to pro(cid:77)ects(cid:17) (cid:50)ur (cid:89)ision is to (cid:69)eco(cid:80)e a leadin(cid:74) copper and (cid:74)old (cid:80)iner underpinned (cid:69)(cid:92) our e(cid:91)ceptional port(cid:73)olio o(cid:73) pro(cid:77)ect options(cid:17) EXPLORATION Utilise our highly experienced team and our ﬁrst mover advantage in Ecuador to identity multiple potential world-class copper and/or gold projects. (cid:22)(cid:15)(cid:21)(cid:19)(cid:19)KM(cid:21) OF EXPLORATION UPSIDE (cid:51)(cid:36)(cid:42)(cid:40) (cid:21)(cid:21) INNOVATION TECHNIQUES Utilise technology to limit environmental footprint, maximise funds and minimise costs. OPERATION Maximise value by returning a portion of proﬁts to develop a pipeline of projects to form a unique portfolio. (cid:20)(cid:19) PRIORITY PROJECTS IDENTIFIED (cid:51)(cid:36)(cid:42)(cid:40) (cid:20)(cid:25) FINANCIAL STRENGTH Secure control and longevity through shareholder support. A$(cid:27)(cid:20)(cid:17)(cid:27)MILLION CASH BALANCE (cid:51)(cid:36)(cid:42)(cid:40) (cid:22)(cid:27) 14/ SOLGOLD ANNUAL REPORT 2018 STAKEHOLDER SUPPORT Invest in and safeguard relationships with communities, employees, governments and shareholders. (cid:23)(cid:24)(cid:19) EMPLOYEES DEVELOPMENT Deliver growth by initially developing low capex, high value projects. 4 X (cid:20)(cid:19)(cid:19)% OWNED SUBSIDARIES ESTABLISHED IN ECUADOR (cid:51)(cid:36)(cid:42)(cid:40) (cid:19)(cid:25) EXPERIENCED TEAM Create a culture of creativity and productivity through ownership and transparency. 6% BOARD SHAREHOLDING (cid:51)(cid:36)(cid:42)(cid:40) (cid:24)(cid:19) OUR SUSTAINABLE APPROACH Ensuring and protecting our social licence to operate completes our sustainable business model. (cid:23)(cid:19)(cid:15)(cid:19)(cid:19)(cid:19) PLANTS GROWN EACH YEAR PAGE 46 STRATEGIC REPORT /15 DELIVERING ON OUR STRATEGY Following the early success at Cascabel a comprehensive, nation-wide desktop study was undertaken by SolGold’s independent experts to analyse the available regional topographic, geological, geochemical and gravity data over the prospective magmatic belts of Ecuador, with the aim of understanding the controls to copper- gold mineralisation on a regional scale. SolGold has delineated and ranked regional exploration targets for the potential to contain world class copper-gold deposits. As a result of this study, SolGold has formed and funded four new 100% owned subsidiary companies in Ecuador; Carnegie Ridge Resources S.A., Green Rock Resources S.A., Cruz del Sol S.A. and Valle Rico Resources S.A. The objective of these subsidiaries was to apply the exploration blueprint developed at Cascabel to discover more porphyry copper-gold deposits in Ecuador. Each subsidiary deals with a geographic region of Ecuador and the four subsidiaries combined currently hold 72 mineral concessions over approximately 3,200km2. First pass exploration work across these concessions has been very successful and resulted in the discovery of several targets which SolGold believes have the potential to become world class porphyry Copper-Gold or epithermal Gold Silver projects. SolGold has applied a ranking on these projects which identified the 10 highest priority projects as: • Blanca • Rio Amarillo • La Hueca • Cisne Victoria • Porvenir • Cisne Loja • Chillanes • Salinas • Timbara • Sharug SolGold have applied for drilling permits on five of these concessions and is currently focussed on defining robust drill targets. JASON WARD Exploration Manager WHEN I FIRST ARRIVED IN ECUADOR, I WAS IMMEDIATELY IMPRESSED BY THE INFRASTRUCTURE AND THE LANDSCAPE.” OUR SUCCESSFUL BLUEPRINT SolGold is an emerging copper-gold major. The Company has created a blueprint to rapidly discover and develop a new mining district in Ecuador. LOCATION EXPERTISE EFFICIENCY • The Andean Copper belt is • Dr Steve Garwin, Chief Technical • Man-portable drill rigs allow drilling renowned as the base for nearly half of the world’s copper production. • Ecuador is underexplored. • The area hosts mineralisation of Eocene age, the same age as numerous Tier 1 deposits along the Andean Copper Belt in Chile and Peru to the south. Advisor – porphyry expert. where access is constrained. • Jason Ward, Exploration Manager – Remote operations specialist with significant community and government engagement experience. • Benn Whistler, Technical Services Manager – Data collection management and modelling expert. • Combination of man-portable rigs and track mounted rigs significantly reduces drill costs. 16/ SOLGOLD ANNUAL REPORT 2018When I ﬁrst arrived in Ecuador, I was immediately impressed by the infrastructure and the landscape. At Cascabel I was impressed by the large alteration footprint and widespread veining and mineralisation and the Gold credits associated with copper mineralisation. Speaking to Ecuadorian geologists and prospectors I was struck by just how little work had been done right across Ecuador. We started generating projects in anticipation of the cadastre re opening in 2014 and got Steve Garwin involved to do a multi-dataset study to generate the areas with the best chance of ﬁnding a porphyry. We combined this with local expertise from our outstanding Ecuador geology team and came up with over 100 areas. Of these we currently hold 72 and are awaiting granting of some others. I credit our rapid success in deﬁning 10 key projects to two things. Firstly, our ﬁeld teams, comprising geologists, social and community experts and environmental technicians, talent and hard work. Secondly, to the incredibly rich geology of Ecuador. We have learnt a lot from Cascabel and having 72 other concessions situated on the most unexplored segment of the world’s best porphyry copper belt is like going back in time 50 years and pegging northern Chile. In our ﬁrst year we have identiﬁed ten high priority targets and already we have identiﬁed drill targets at ﬁve of these and applied for permits. To make successful discoveries you have search in the right place, know what to look, collaborate with the local communities and operate safely and responsibly. We will make further discoveries in Ecuador.” JASON WARD Exploration Manger TECHNOLOGY • State of the art magnetic modelling used to identify porphyry targets. • Coincident geochemical signatures used to identify which porphyries are mineralised, fertile and pregnant with copper • Rock chip sampling and structural measurements of quartz veins to provide geological context for diamond drill programmes. • Anaconda geological mapping • Strong and cooperative government SOCIAL relations to ensure permits are progressed. • Strong and collaborative community engagement to secure local support and social licence to operate. and drill core logging to facilitate the identiﬁcation of intrusion stages and a vein para-genesis that allows for the prediction of copper-gold grades. The most important indicators of high-grade mineralisation include the presence of the early-stage causal intrusion(s), elevated porphyry-style vein abundance and an increased ratio of chalcopyrite to pyrite. STRATEGIC REPORT /17 Q&A WITH THE CHIEF EXECUTIVE DIRECTOR Q: How do you view SolGold’s progress in the past 12 months? A: As a number of aggressive value additions across Ecuador. SolGold’s progress over the last 12 months has focussed on making the resource at Alpala, particularly the high grade portion, larger and higher in grade. This has involved focus with the drilling rigs – of which ten have been on Alpala and two recently at Aguinaga. We have been receiving and announcing some very encouraging extensions and infills to the high grade model and the overall resource at Alpala. Ultimately this will add significant value to the project and we expect with the early outcomes from the Preliminary Economic Assessment (PEA) that the share price will appreciate to close the value price gap. This could be further enhanced by delivery of conditional funding arrangements to see the project reach bankable feasibility within two years and hopefully a development decision at the end of that period soon after. Q: What is your vision for SolGold and how do you plan to achieve this? A: To become an integrated miner, developer and explorer. The vision for SolGold is to add to our already demonstrated strengths as an explorer at Cascabel, discoveries on the other projects all through the spine of Ecuador along the gold rich Northern Andean Copper Belt. In addition, we aim to add a development and production leg to SolGold’s project inventory by moving Alpala into feasibility and development stages. This will involve further capital raisings and the addition of personnel at operative and management levels with the necessary familiarity with mine development in porphyries and in South America. We are planning these personnel additions along the way. Q: How much do you think your personality has shaped SolGold’s strategy? A: A culture of dedication and determination. The culture of a company is very important. We enlist those with resilience and a willingness to tackle challenges on a large scale. All of the personnel at SolGold are driven and invested in the company both professionally and financially. As CEO I have led this ethos and established a culture of increasing value and retaining the upside for shareholders rather than farming the project out to opportunistic majors. There is so much value in the Alpala project to be realised and we have a reasonable target of 10million tonnes of copper and 25 million ounces of gold in the next mineral resource estimate and a valuation which I believe can deliver a NPV over $4 billion and IRR over 25% for a 40 million tonne per year block cave mine at reasonable gold and copper prices and reasonable discount rates. From the very beginning of this project, we knew that it was big and ambitious, but management input into a large project is much more efficient than management input into a small project and for the market to see value drivers to increase the SolGold share price, we needed to be focussed on the big target and not give away the upside. Q: What is the roadmap for Cascabel? A: MRE December 2018, PEA 2019, Pre-Feasibility December 2019, permitting, fiscal framework and financing and final feasibility 2020. The roadmap for Cascabel is to deliver a new Mineral Resource Estimate by early December with a 43-101 compliant report within a month, along with the Maiden PEA in January 2019. From there, continued increasingly detailed feasibility studies in the resource evaluation, mine planning, process design and plant design, capital and operating cost estimates, and environmental and Community and Social Responsibility areas will deliver an increasingly robust project by calendar end of 2019. We expect to spend 2020 on permitting, final feasibility, financing and fiscal negotiations with a plan to get to a development decision by calendar end 2020. Q: Does the arrival of BHP into the register concern you? A: No, they’re very welcome. We are obviously happy to have Alpala, Ecuador, the copper market and our management team endorsed by BHP buying 6%. I’m assuming that’s just for starters. NICHOLAS MATHER Chief Executive Director OUR CHALLENGE IS TO PROVIDE THE NECESSARY FUNDING TO SEE ALPALA PROGRESS TOWARD DEVELOPMENT AND THE OPPORTUNITY IS TO CREATE AN INTEGRATED PIPELINE OF EXPLORATION, DEVELOPMENT AND MINING PROJECTS.” 18/ SOLGOLD ANNUAL REPORT 2018ALPALA MRE UPDATE TARGETING (cid:20)(cid:19) MILLION TONNES OF COPPER (cid:21)(cid:24) MILLION OUNCES OF GOLD Q: Is Alpala a copper or gold project? A: There’s more value (approximately 2/3) in the copper, but the gold grades in the core are very rich and disproportionately high. As a gold project with early cash ﬂows and high grades, I expect it to be very valuable and very ﬁnanceable. Q: How do you respond to those who say SolGold is too small to fund a project the size of Cascabel, let alone your signiﬁcant portfolio across Ecuador? A: High copper and gold grades at Alpala deliver independence. The extraordinary high grades evident in the core of Alpala and, the high grades we expect in the nearby Blanca gold project will enable a low capital, quick, highly proﬁtable development, to provide much of the capital that is required to develop Cascabel. So we see an operation starting in very high grades and gradually ramping up into a 40 million tonne a year block cave at the high grade core grades of 1.5% Cu.Eq. We are working on a conditional total funding package which involves agreement of the funding parameters with ﬁnanciers and off- takers now, at pre-arranged prices related to the NPV rather than the share price and conditional only on the delivery of ﬁrstly, a feasibility study, secondly, appropriate permits, and thirdly, the necessary ﬁscal arrangements with the Ecuadorian Government. That way the market and the industry will be able to see that the project is substantially de-risked from an early stage. The logistic advantages are compelling. We have ports nearby, rail easements, sealed highways, low elevation and an international hydro power grid to save us billions, compared to a high and dry project in the Chilean Andes. On top of that, the block cavable conﬁguration for this large orebody makes it cheaper to develop and operate, and more environmentally acceptable than a big open cut mine. Q: SolGold is in a very unique position in the market, do you view this as a challenge or opportunity? A: Independence is the challenge. Diversity is the opportunity. Our unique position is both a challenge and an opportunity. Our challenge is to provide the necessary funding to see Aplala progress toward development and the opportunity is to create an integrated pipeline of exploration, development and mining projects largely 100% owned under the SolGold roof. This will present SolGold’s shareholders with a unique opportunity to take part in ownership of one of the world’s largest emerging copper-gold porphyry explorers, developers and miners. Q: SolGold is perceived as being a very technical story, as an experienced geologist how do you explain it to the person on the street? A: Mineral systems repeating on all scales, which allows SolGold to create and deliver a blueprint quickly, effectively and successfully apply it all across Ecuador. SolGold is of course at a project scale a very technical story at the moment and the scale of the project at every level is replicable at higher levels. The mineralisation style that we see in an outcrop or piece of core, persists across very large mineral systems and has the potential to deliver very, very large orebodies, not just at Alpala but at all the projects throughout Ecuador. SolGold’s project is really Ecuador. The country is extremely underexplored and fortunately, the Government is very committed to the development of an exploration and mining industry to supplement the nation’s GDP with income to replace oil and gas revenues. The Andean Copper Belt, the northern section of which is very gold rich, yields repeatably recognisable geological and mineral systems in Ecuador, and this means that our exploration programmes can be blueprinted and executed at low costs and with low discovery risk. The experiences at Alpala and Cascabel equip SolGold like no other in the country, with abundant access to the best prospects, a familiarity with the operating environment and an understanding of the predictability of these systems – all of which lead to high discovery rates of large mineral inventories on time and at low cost. So yes, it’s technical on a prospect scale, but on the corporate scale it’s simple and clear – big, rich orebodies, extensive title and capable endorsed teams of dedicated professionals, working in a theatre abundant with opportunity. We aim to retain each project ourselves to best beneﬁt our shareholders. STRATEGIC REPORT /19 OPERATIONS REVIEW (cid:20)(cid:21)(cid:24)(cid:15)(cid:22)(cid:21)(cid:22)M OF DRILLING COMPLETED AT CASCABEL THUS FAR OUR SUSTAINABLE APPROACH (cid:23)(cid:19)(cid:15)(cid:19)(cid:19)(cid:19) PLANTS GROWN EACH YEAR SolGold’s plant nursery established at the Cascabel project produces multiple plant species for reforestation and agriculture. During the ﬁnancial year ended 30 June 2018, SolGold actively explored its concessions in Ecuador and Australia, whilst expanding its exploration license portfolio across Ecuador, and pursuing key prospecting licences in the Solomon Islands. SEE MAP ON (cid:51)(cid:36)(cid:42)(cid:40) (cid:19)(cid:24) The Company developed a detailed understanding of the Alpala deposit at Cascabel through surface geological mapping, spectral alteration mapping, drilling, geophysics, sample analysis, and modelling and is applying this knowledge in the development of other targets throughout Ecuador. During the ﬁnancial year ended 30 June 2018, twelve drill rigs were operational on the Alpala and Aguinaga prospects, completing approximately 81,700m at the Alpala Deposit and approximately 3,600m at Aguinaga prospect. A total 125,323m of drilling has been completed on the Cascabel project thus far. A major milestone for the Cascabel project was the release of the Alpala maiden Mineral Resource Estimate (MRE) in February this year. The maiden MRE was estimated from the initial 53,616m of drilling comprised: • 430 Mt @ 0.8% CuEq (at 0.3% CuEq cut off) in the Indicated category, and 650 Mt @ 0.6% CuEq (at 0.3% CuEq cut off) in the Inferred category; • contained metal content of 2.3 Mt Cu in the Indicated category and 2.9 Mt Cu in the Inferred category; and • contained metal content of 6.0Moz Au in the Indicated category, and 6.3Moz Au in the Inferred category. The size of the Alpala deposit continues to expand with the completion of nearly every drill-hole. Recent drilling, now updated into 3D geological and grade models conﬁrms the core of the deposit to have uninterrupted true dimension of up to 750m vertically, 700m long, and 300m wide, at a cut-off grade of 1.5% CuEq. The actual grade of this gold rich internal core (to the larger deposit) will of course be signiﬁcantly higher grade than the cut-off grade. The gold rich internal core is very encouraging towards the deﬁnition of high grade tonnage for early access. From a mining perspective, upon release, a second updated MRE could provide not only a far stronger resource base but also a larger and more cohesive high-grade core, and additional, high grade tonnage being deﬁned along the western lobe, which lies in a raised position, adjacent to the high grade core of the deposit. It is envisaged that such options could be mined at a higher production rate in the early years thus enhancing the project NPV signiﬁcantly. The Company is currently planning further metallurgical testing and completion of an independent Preliminary Economic Assessment at Cascabel. SolGold is investigating underground block caving operations, with high grade / low tonnage initial underground development towards the economic development of the copper- gold deposit/s at Cascabel. SolGold has commenced acquisition of landholdings in the Cascabel project area in anticipation of infrastructure requirements for the project development. This has resulted in the acquisition of 281 hectares of land during the ﬁnancial year ended 30 June 2018. SolGold have improved the site facilities to increase throughput of core processing and sampling – allowing it to process on average over 300m of drill core per day. Storage facilities have also been increased to accommodate projected requirements to the end of calendar year 2018. Camp infrastructure has also been extended and improved to accommodate up to 88 personnel at Rocafuerte and 217 at the Alpala camps. The Regional Exploration team have identiﬁed areas prospective for porphyry and epithermal style mineralisation areas throughout Ecuador. During the year over 100 hundred concessions were applied for, with a total of 72 concessions representing 306,543 hectares granted. SolGold is the largest concession holder in Ecuador. 20/ SOLGOLD ANNUAL REPORT 2018 22 ECUADOR 32 AUSTRALIA 36 SOLOMON ISLANDS In these regional concessions, social teams are engaging with communities and government organisations to gain access to tenements, and to keep them informed of the SolGold activities in their areas. Geologists have been involved in various programs of reconnaissance mapping and rock chip and stream sediment sampling and progressed many of these with follow up gridded sampling. First pass exploration has rapidly covered most of the 72 concessions during the past year. From this early stage work, a total of 10 priority projects have been identiﬁed. These projects represent the core regional focus for exploration activities for the next 12 months. SolGold continues to employ locally and support local business. Our permanent Ecuadorian work force is currently over 300 people at Cascabel with 84 exploration geologists. In the Solomon Islands SolGold is actively pursuing the application of the Kuma and Mbetilonga prospecting licences which are considered prospective for porphyry copper and gold mineralisation. SolGold maintains its interest in Australia through its Queensland tenements. SolGold remains optimistic about the potential of these holdings with encouraging drilling results and geophysics supporting further exploration, and target prioritisation. OPERATIONS REVIEW /21 /21 ECUADOR CASCABEL PROJECT PROJECT OVERVIEW Location Ownership Subsidiary Imbabura province, Northern Ecuador 85% Exploraciones Novomining SA (ENSA) Tenement area 50km2 Deposit type Infrastructure Copper-gold porphyry 3 hour drive from Quito (Ecuador’s capital) along sealed highway, 180km from deep water port, Esmeraldas, 30km from hydropower network, adjacent fresh water supply Elevation 600 – 1,800m ALPALA The Alpala maiden Mineral Resource Estimate (MRE announced on 3 January 2018 was a major milestone (Table 1). The MRE was based on 53,616m of results from drilled between 2013 and October 2017. A further 71,000m of drilling was completed by the end of June 2018. This new information not yet considered in the MRE, is expected to result in significant resource growth for a revised MRE planned for release at the end of calendar year 2018. Table 1 Alpala maiden Mineral Resource Estimate statement. RESOURCE CATEGORY TONNAGE (MT) >1.1% CuEq 0.9 – 1.1% CuEq 0.3 – 0.9% CuEq Indicated Inferred Indicated Inferred Indicated Inferred Total >0.3% CuEq Indicated Inferred Notes: 70 50 50 50 310 550 430 650 GRADE CONTAINED METAL AU (G/T) CUEQ (%) CU (MT) AU (MOZ) CUEQ (MT) 1.3 1.3 0.5 0.5 0.2 0.2 0.4 0.3 1.8 1.8 1.0 1.0 0.5 0.5 0.8 0.6 0.7 0.5 0.3 0.4 1.2 2.0 2.3 2.9 2.8 1.9 0.9 0.9 2.3 3.5 6.0 6.3 1.2 0.8 0.5 0.5 1.6 2.6 3.4 4.0 CU (%) 1.1 1.1 0.7 0.7 0.4 0.4 0.5 0.4 • Mr. Martin Pittuck, MSc, CEng, MIMMM, is responsible for this Mineral Resource estimate and is an “independent qualified person” as such term is defined in NI 43-101. • The Mineral Resource is reported using a cut-off grade of 0.3% copper equivalent calculated using [copper grade (%)] + [gold grade (g/t) x 0.6] based on copper price of US$2.8/lb and gold price of US$1,160/oz. • The Mineral Resource is considered to have reasonable potential for eventual economic extraction by underground mass mining such as block caving. • Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. • The statement uses the terminology, definitions and guidelines given in the CIM Standards on Mineral Resources and Mineral Reserved (May 2014). • The MRE is reported on 100 percent basis. • Values given in the table have been rounded, apparent calculation errors resulting from this are not considered to be material. • The effective date for the Mineral Resource statement in the 18th December 2017. 22/ SOLGOLD ANNUAL REPORT 2018The drilling program has focussed on delineating the geometry and geological character of the Alpala deposit. Understanding of the Alpala system and global porphyry systems has provided additional knowledge that the Company is applying in the exploration of other targets within the Cascabel project as well as targets at regional projects. The drilling program was accelerated during the year with the mobilisation of an additional 8 drill rigs, increasing the drill ﬂeet from 4 to 12 rigs on site. The bolstered drilling ﬂeet numbers along with custom drilling ﬂuid programs, the use of sediment removal and directional drilling techniques has resulted in the average cost per metre being reduced by over 40% during the year. Drilling assay results from Holes 28 to 55R were received during the year ended 30 June 2018, with assay results from inﬁll drilling at Alpala revealing a far more robust high-grade core than previously modelled, as exempliﬁed (for example) by resource extension drill holes 33, 37, 42 and 49, and by inﬁll drill Holes 41-D1, 41-D1-D2, 43, 55R and 57 (Figure 1). Table 2 Highlights from drilling results at Alpala during 2017/18. ASSAYS COPPER EQUIVALENT (CUEQ) DESCRIPTION HOLE Hole 33 Hole 37 Hole 42 Hole 49 824m @ 0.80%, including 576m @ 0.93%, and 170m @ 1.48% 842m @ 0.44%, including 198m @ 0.74% 728m @ 1.06%, including 388m @ 1.44%, and 254m @ 1.78% 850m @ 0.66%, including 444m @ 0.83%, 268m @ 1.12%, and 120m @ 1.57% Hole 41-D1 756m @ 0.82%, including 386m @ 1.19%, and 252m @ 1.53% Hole 41-D1-D2 853m @ 0.91%, including 582m @ 1.18%, 340m @ 1.54%, 146m @ 2.32% Resource extension – Western Lobe Resource extension – Alpala NW Resource extension – Western Lobe Resource extension – Alpala NW and Trivinio Resource inﬁll – Alpala Central Resource inﬁll – Alpala Central Hole 43 Hole 55R Hole 57 898m @ 0.76%, including 478m @ 1.02%, and 160m @ 1.56% Resource inﬁll and Extension – Alpala Central 1062m @ 1.02%, including 548m @ 1.36%, and 220m @ 2.07% 832m of visible copper sulphide mineralisation, including 304m of intense visible copper sulphide mineralisation Resource inﬁll – Alpala Central Assay results pending Drill hole intercepts have been updated to reﬂect current commodity prices, using a data aggregation method, deﬁned by copper equivalent cut-off grades and reported with up to 10m internal dilution, excluding bridging to a single sample. Copper equivalent grades are calculated using a gold conversion factor of 0.63, determined using an updated copper price of USD3.00/pound and an updated gold price of USD1300/ounce. True widths of down hole intersections are estimated to be approximately 25-50%. The SolGold geologists expect a signiﬁcant increase in the grade, extent and continuity of the resources in the planned updated MRE including a signiﬁcant increase in the high-grade core tonnage and grade (Figure 2). This expectation is based on better understanding of the deposit through observations achieved from higher density drilling. Drilling continues to demonstrate strong mineralisation in drill holes outside the current inferred and indicated resource blocks along with strong assay results from inﬁll drilling within the existing core of the deposit. (cid:20)(cid:20) PROJECTS IN ECUADOR AVERAGE COST PER METRE REDUCED BY OVER (cid:23)(cid:19)% OPERATIONS REVIEW /23 ECUADOR CONTINUED Figure 1 Cross-section looking northwest through the high-grade core of the Alpala deposit (window of + 40m), showing Cu-equivalent values in drill-hole, the outlines of the high- grade zone (>1.5% CuEq, black polygon) and indicated / inferred resources determined in the January 2018 Mineral Resource Estimate (MRE). Those important drill holes included in the MRE are labelled with black text. Those drill-holes completed subsequent to the MRE calculation are indicated by red text (holes 41-D1, 41-D1-D2 and 57). Preliminary in-house calculations, based on these recent holes, suggests that the central high-grade core is signiﬁcantly larger than announced in the MRE. This can be seen by comparing the size and shape of Jan 18 MRE polygon (black) to the current in-house model polygon (grey). Other geological activities completed during the year ended 30 June 2018 include: • Mapping – to improve understanding of the geometry of the mineralised systems and assist with drill planning: – Anaconda style geological mapping. – – Spectral alteration mapping. Soil gridding. – Auger mapping. • Geophysics – to assist with drill targeting: – Spartan Orion 3D Magnetotelluric survey (3d IP). • Analyses – to understand the characteristics of ore minerals: – Petrographic –provides geological context to exploration. – Terraspec – spectral mapping of hydrothermal alteration minerals. – Mineragraphy (scanning electron microscope) – location of gold and grainsize characteristics of ore minerals. – Petrophysics – to provide better geological context to better interpret geophysical results. • Modelling – the basis for resource calculation and addition: – 3D geochemical modelling of porphyry geochemical signatures in soil and auger data. – Re-modelling of constrained heli- magnetic, Orion 3DIP and magneto- telluric (MT) surveys. – Development of 3D geological, grade, geochemical and alteration models at Alpala. • Target generation – to feed the pipeline for future discovery: – Geophysics modelling - Identiﬁcation and drill testing of northwest trending magnetic bodies (Alpala Southeast, Alpala East, Alpala Northwest, Trivinio, Moran, Tandayama-America, Aguinaga, Chinambicito, Carmen and Parambas). 24/ SOLGOLD ANNUAL REPORT 2018 (cid:24) HOLES COMPLETED AGUINAGA SolGold continues to drill test the 5 targets identiﬁed at Aguinaga. The drilling program is in its initial stages with 5 holes completed, totalling approximately 3,600m. To date, drilling has intersected zones of strongly mineralised host rock (Figure 2), intra- mineral dykes, and late dykes and breccias. The mineralisation source intrusion is yet to be encountered. Mineralisation intersected in drilling at Aguinaga thus far, has similarities to that being drilled at Alpala and to that discovered at surface in rock saw channel samples that returned an open-ended, rock-saw channel sample result of 9.0m @ 1.51% CuEq (1.01% Cu, 0.79 g/t Au). SolGold geologists deem that the initial drilling at Aguinaga conﬁrms the potential for a second large porphyry deposit at Cascabel, thus far demonstrating a vertical column to the mineralising system of more than 600m, and a width of approximately 320m. Table 3 Highlights of Aguinaga drilling program HOLE Hole 01 Hole 02 ASSAYS COPPER EQUIVALENT (CUEQ) 218m @ 0.45%, including 122m @ 0.52% 172m @ 0.42%, including 46m @ 0.63% DESCRIPTION Mineralisation intersected validating geological target. Mineralisation intersected with similar characteristics as Hole 1. Figure 2 Selected examples of mineralisation encountered in Hole 1 at Aguinaga. OPERATIONS REVIEW /25 ECUADOR CONTINUED THE(cid:20)(cid:19) PRIORITY (cid:51)(cid:53)(cid:50)(cid:45)(cid:40)(cid:38)T(cid:54) (cid:36)(cid:53)(cid:40)(cid:29) • Blanca • Rio Amarillo • Cisne Loja • Porvenir • Timbara • Chillanes • Salinas • Sharug • La Hueca • Cisne Victoria REGIONAL PROJECTS SolGold’s strategy to become a tier 1 copper and gold producing company through aggressive exploration is continuing to yield exciting results. SolGold has applied for over 100 carefully selected concessions perceived (by SolGold) to be the most prospective areas in Ecuador. During the last 12 months applications were granted for 72 concessions (Figure 3). These applications are held in four SolGold subsidiaries, Carnegie Ridge Resources, Green Rock Resources, Cruz Del Sol S.A. and Valle Rico Resources. With the granting of the regional concessions in Ecuador, social teams were employed to liaise and engage with local communities; establish and maintain ﬁeld access for the technical teams; and to ensure local labour was identiﬁed and employed whenever positions were available. Multiple technical ﬁeld teams were formed for each subsidiary, consisting primarily of national geologists and technicians. A total of 42 national geologists are now employed in regional exploration along with many more technicians and local workers. Over the past year, ﬁrst pass reconnaissance mapping, stream sediment geochemistry, and detailed geological mapping over target areas has rapidly covered most of the 72 concessions. Based on the results of this initial exploration, a list of 10 priority targets has been prioritised for second phase exploration. Ongoing exploration will focus on advancing these priority projects, through detailed geological mapping, soil geochemistry and geophysical surveys (where necessary), with a view to progressing to drill testing as soon as permissions are in place. Figure 3 SolGold granted concessions in Ecuador (including Cascabel) highlighting the priority projects. 26/ SOLGOLD ANNUAL REPORT 2018 PROJECT OVERVIEW Location Ownership Subsidiary Charchi province, Northern Ecuador 100% Carnegie Ridge Resources S.A Tenement area 1 concession (Blanca) over 97km2 Deposit type Epithermal gold BLANCA The rich epithermal gold mineralisation has been identiﬁed within the Blanca concession and is thought to be associated with large copper-gold porphyry systems in the area. A ridge and spur auger soil program is underway traversing the projected trend of the epithermal structural corridor. Following the results of the geochemical sampling program, a targeted geophysical survey will be planned, and priority targets reﬁned to drill ready status. In the Blanca concession, sampling of the intermediate sulphidation “Cielito” vein and outcropping veins in surrounding drainages are hosted in volcanics and volcanic breccias showing weak quartz-pyrite-illite and chlorite-sericite alteration (Figure 4). The results include: • 0.00% Cu, 72.3g/t Au, 13.3g/t Ag. • 0.01% Cu, 18.75g/t Au, 0.35g/t Ag. • 0.03% Cu, 17.05g/t Au, 7.14g/t Ag. • 0.00% Cu, 4.93g/t Au, 1.63g/t Ag. Figure 4 Example of the ‘Bonanza’ style epithermal silica mineralisation occurring at “Cielito” vein. OPERATIONS REVIEW /27 ECUADOR CONTINUED CISNE LOJA PROJECT OVERVIEW Location Ownership Subsidiary Loja province, Southern Ecuador 100% Green Rock Resources S.A. Tenement area 3 concessions, 146km2 Deposit type Epithermal gold and silver First pass stream sediment surveys have identiﬁed several large areas of strong gold mineralisation across the tenement. Recent follow up of gold anomalies has led to the discovery of outcropping epithermal style alteration and mineralisation over an area of 2.5km by 1.5km with several episodes of quartz veining, which shows similarities to the epithermal gold system at Fruta del Norte in Southern Ecuador. Numerous areas of epithermal quartz veins with alteration exhibiting silica-kaolinite- quartz clay assemblages together with vuggy quartz, indicate an intermediate to low sulphidation epithermal environment. SolGold has had ﬁeld teams on the ground conducting reconnaissance stream and rock chip sampling, mapping and prospecting at the three Cisne Loja concessions since December 2017. Streams over a 6km x 4km zone draining the area of interest were ubiquitously rich in gold and magnetite indicating the prevalence of the copper-gold mineralised porphyries in the area. Geological mapping of these anomalies deﬁned alteration and quartz veining over an area of 2.5km by 1.5km. These were outcropping, epithermal style alteration and mineralisation with multiple episodes of quartz veining evident. Rock chip samples have returned gold and silver results greater than 1 g/t Au with a best rock chip sample of 15.25g/t Au and 23.6g/t Ag. Further detailed mapping, sampling and trenching is planned along with a geophysical survey, prior to drill testing. ROCK CHIP SAMPLES HAVE RETURNED GOLD AND SILVER RESULTS (cid:33)(cid:20)(cid:42)(cid:18)T (cid:36)(cid:56) TIMBARA PROJECT OVERVIEW Location Ownership Subsidiary Tenement area Zamora Chinchipe province, Southern Ecuador 100% Greenrock Resources 4 concessions (Timbara 1, Timbara 2, Timbara 3 and Timbara 4), 152 km2 Deposit type Copper-gold porphyry (cid:24)M THICK QUARTZ VEINS EXPOSED IN OTHER OUTCROPS At Timbara 1 prospect, outcropping porphyry style mineralisation occurs as north-east trending narrow quartz veins containing Pyrite, Chalcopyrite, Covellite and Bornite hosted within granodiorite intrusive. At Timbara 2 prospect ﬁne-grained diorite contains abundant stockworks of porphyry style quartz-chalcopyrite veins and magnetite veinlets characterised by intense propylitic chlorite alteration. Mineralisation is represented by up to 3% chalcopyrite, 2% bornite, and 1% chalcocite, with traces of malachite and native Cu. At Timbara 3 prospect, reconnaissance mapping has located a 25m wide zone of quartz - hematite veining including localised bornite rich veining. Other outcrops identiﬁed show signiﬁcant exposed 5m thick quartz veins containing pyrite, chalcopyrite, bornite, and minor chalcocite. Peripheral to these mineralised zones, host rocks contain abundant magnetite veinlets cut by quartz veins containing chalcopyrite, magnetite, pyrite and minor chalcocite. 28/ SOLGOLD ANNUAL REPORT 2018 PROJECT OVERVIEW Location Ownership Subsidiary Zamora Chinchipe province, Southern Ecuador 100% Green Rock Resources S.A. Tenement area 244km2 Deposit type Copper-gold porphyry PORVENIR A stream sediment sampling program at the Porvenir Project delineated two geochemical anomalies within the larger 6km x 5.5km stream anomaly at the Derrumbo and Bartolo prospects. SolGold geologists have identiﬁed mineralised outcrops which extend over some 1.5km x 1km with chalcopyrite up to 7% and lesser covellite up to 1%, chalcocite up to 2%, bornite up to 1%, malachite up to 3% and pyrite. New mineralised outcrops identiﬁed in the Porvenir Project that are rich in chalcopyrite, chalcocite, covellite, bornite (copper sulphide minerals) and malachite (copper carbonate mineral). A program of ridge and spur auger soil sampling is currently underway with initial auger soil results having identiﬁed a 2.5km by 2km zone of strong copper anomalism. Initial multi element soil geochemistry is delineating a strongly zoned porphyry copper target with copper in soil values of up to 0.42% Cu. Auger soil programs are continuing and inﬁll programs are planned to delineate drill targets. Geopysical surveys are also planned over the Bartolo and Derrumbo prospects. Follow up mapping has conﬁrmed mineralisation in outcrop, with best rock chip results including: • 8.65% Cu, 0.19g/t Au, 38.1g/t Ag. • 6.64% Cu, 0.09g/t Au, 33.1g/t Ag. • 5.10% Cu, 0.05g/t Au, 22.3g/t Ag. • 4.27% Cu, 0.09g/t Au, 14.6g/t Ag. PROJECT OVERVIEW Location Ownership Subsidiary Zamora Chinchipe province, Southern Ecuador 100% Cruz del Sol Tenement area 3 concessions, 150km2 Deposit type Copper-gold porphyry LA HUECA Teams conducted extensive stream sediment and panned concentrate sampling throughout the La Hueca project. The geochemical results of this work delineated 5 porphyry copper targets situated along the contact between the Zamora batholith and volcanic units. The results delineate a copper rich porphyry corridor running through the La Hueca project. Target 6 has returned strong copper, gold and molybdenum anomalism over a large area 1.25km by 1.0 km.The discovery is signiﬁcant due to k-feldspar, secondary biotite, and chlorite-sericite hydrothermal alteration intensity, and the presence of chalcopyrite, molybdenite and bornite. A- and B-type quartz veins are also present at variable density. Geochemical high Cu-Mo results are signiﬁcant (Table 2), and they are dispersed over an extensive area. A program of gridded auger soil sampling is underway at Target 6 to further delineate drilling targets. Further reconnaissance, detailed mapping, and sampling and trenching is planned, prior to reﬁning targets for drill testing. Best rock chip results from Target 6 include: • 6.27% Cu, 0.29g/t Au, 22.9 g/t Ag, >1% Mo. • 4.58% Cu, 0.13g/t Au, 14.6g/t Ag, 0.16% Mo. • 4.15% Cu, 0.24g/t Au, 16.1g/t Ag, 0.28% Mo. • 2.19% Cu, 0.12g/t Au, 9.11g/t Ag, 0.02% Mo. OPERATIONS REVIEW /29 ECUADOR CONTINUED CHILLANES PROJECT OVERVIEW Location Ownership Subsidiary Bolivar/Chimborazo province, Central Ecuador 100% Green Rock Resources S.A. Tenement area 48km2 Deposit type Copper-gold Porphyry Following the completion of initial anaconda mapping, a program of auger soil geochemistry will be carried out to delineate priority drill targets. Stream sediment geochemical sampling has returned the highest copper results from any SolGold project in Ecuador with best results including 1140ppm Cu and 1110ppm Cu. Detailed follow up mapping and rock chip sampling is continuing with the best rock chip assay returned to date of 1.42% Cu. Hydrothermal alteration consists of phyllic alteration with abundant chalcopyrite and pyrite with lesser chalcocite and bornite mapped in outcrop. RIO AMARILLO PROJECT OVERVIEW Location Ownership Subsidiary Imbabura province, Northern Ecuador 100% Carnegie Ridge Resources S.A. Tenement area 3 concessions, 123 km2 Deposit type Copper porphyry (cid:21)(cid:24)(cid:19)M LONG OUTCROP OF COPPER MINERALISATION Two main prospects have been identiﬁed in both Rio Armarillo 1 & 2; Chilanes and the Pugaran Prospects. Chilanes consists of an extensive lithocap with surrounding strong stream sediment anomalies. The lithocap measures approximately 2.4km by 2.4km. It consists of crackle and hydrothermal breccias, with silca-clay and advanced argillic alteration, typical of the upper levels of a porphyry system. Pugaran hosts abundant B-type veins and zones of strong copper mineralisation. It represents a 250m long outcrop of copper mineralisation consisting of B type veins with pyrite, chalcopyrite, chalcocite and bornite. K-alteration overprinted by phyllic alteration. The next stage of exploration at Rio Armarillo project will start with detailed auger soil program over the Chilanes lithocap in Rio Armarillo 2 concession and geophysical surveys covering the entire project, to enable drill target selection. 30/ SOLGOLD ANNUAL REPORT 2018 PROJECT OVERVIEW Location Ownership Subsidiary Morana Santiago province, Southeastern Ecuador 100% Cruz del Sol S.A. Tenement area 170km2 Deposit type Copper-gold Porphyry CISNE VICTORIA Numerous prospects have been discovered during SolGold’s initial geochemical stream sampling. Signiﬁcant alteration and mineralisation has been identiﬁed that is indicative of a large porphyry system. Best results include a 7m continuous channel chip sample that returned: • 7m @ 2.28% Cu, 0.73 g/t Au, 8.83 g/t Ag. Initial ﬁrst pass exploration is continuing to deﬁne the extent of the copper mineralisation and locate new prospects. SHARUG SALINAS PROJECT OVERVIEW Location Ownership Subsidiary Azuy province, Southwest Ecuador 100% Greenrock Resources S.A. Tenement area 2 conessions, 52 km2 Deposit type Copper-gold Porphyry New diorite outcrops located in the Sharug project, in the Sharug 2 concession. The alteration and mineralisation observed is indicative of a potential porphyry copper-gold system. Hydrothermal alteration consists of chlorite, sericite and secondary biotite. The quartz vein stockwork has a preferential direction NE – SW. The ﬁne stockwork veinlets comprise magnetite, pyrite and disseminated chalcopyrite. Mineralisation is observed with up to 1.5% pyrite, 0.2% chalcopyrite, traces bornite, native copper traces, with chalcopyrite up to 1% in maﬁcs with abundant secondary biotite. Tourmaline veins with chalcopyrite have also been identiﬁed. Assays are pending. PROJECT OVERVIEW Location Ownership Subsidiary Bolivar province, Southwest Ecuador 100% Valle Rico Resources S.A. Tenement area 4 concessions, 189 km2 Deposit type Gold-silver-copper epithermal The Salinas Project represents a high sulphidation epithermal Ag-Au-Cu with indications of a nearby Cu-Au porphyry system. Previous diamond drilling conducted by Rio Tinto returned a best intersection: • 74.5m @ 2.0 g/t Au and 137 g/t Ag. • incl. 39.5m 3.3 g/t Au and 168 g/t Ag. Mineralisation is hosted in structurally controlled hydrothermal volcanic breccias. A hypogene covellite-enargite-chalcocite- arsenopyrite paragenesis of phases in the hydrothermal breccia suggests a nearby larger Cu-Au porphyry system. Valle Rico will focus on exploring for both epithermal and porphyry systems at the Salinas project. Along with continuing to drill test the mineralised epithermal breccias, Valle Rico will carry out regional prospecting to identify porphyry targets. OPERATIONS REVIEW /31 AUSTRALIA (cid:54)ol(cid:42)old continues to hold tene(cid:80)ents across central and southeast (cid:52)ueensland(cid:15) throu(cid:74)h its (cid:90)holl(cid:92) o(cid:90)ned su(cid:69)sidiaries(cid:15) (cid:38)entral (cid:48)inerals and (cid:36)capulco (cid:48)inin(cid:74)(cid:17) CENTRAL MINERALS • EPM 25300 Cooper Consolidated. • EPM 19639 Goovigen Consolidated. • EPM 19243 Lonesome. • EPM 18760 Westwood. • EPM 18032 Cracow West. ACAPULCO MINING • EPM 19410 Normanby. • EPM 25245 Mount Perry. Located, 140km west of Gladstone (Queensland Australia), the Rannes project hosts 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 lines. Exploration activities during the year included the drilling of two holes (RC pre-collar with diamond tail) totalling 589.8m of drilling. A VTEM (Versatile Time Domain Electromagnetic) airborne geophysics survey was completed over the main tenement areas in June 2018. The VTEM survey tested for conductive and/or resistive bodies that may indicate mineralisation lying underneath adjacent extensive cover sequences. Preliminary analysis of the VTEM data show conductors offset to the south-west of the surface mineralisation, suggesting the potential for sulphide zones down south-westerly dipping thrust faults. A large conductor lying untested in the far south-west portion of the survey area was marked for follow up, where gold and silver soil geochemical anomalies occur in a poorly exposed area. The two diamond holes were drilled under the thickest part of the Crunchie deposit to test for depth extensions to mineralisation under soil geochemical anomalies, however drilling returned no signiﬁcant results. Further analysis of the VTEM with existing data will form the basis of further work in 2018/2019 and reﬁnement of follow up drill testing. Located near Goovigen, approximately 140km west of Gladstone (Queensland Australia), exploration activities at the consolidated concessions around Woolein included the drilling of 10 reverse circulation drill holes in February 2018 totalling 946m. The holes were designed to test gold geochemical anomalies in soil where linear structural features are interpreted from topographic and regional magnetic imagery. (cid:26) ONGOING PROJECTS IN AUSTRALIA COOPER (cid:24)(cid:27)(cid:28)(cid:17)(cid:27)M OF DRILLING DURING THE PAST YEAR GOOVIGEN 32/ SOLGOLD ANNUAL REPORT 2018 LONESOME EPM 19243 is located 40 km south-west of Biloela in Central Queensland. Central Minerals Pty Ltd is exploring for gold and silver about the stratigraphic level of the basal sediments of the Bowen basin. The Rannes area 40 km to the north contains several of these deposits, and to date Central has deﬁned resources of about 10 million ounces of silver, and about 270,000 ounces of gold. are mineralised with zoned silver – gold and then copper just to the west at Mt Tam. In 2017–2018, work has consisted of office- based reporting. No ﬁeld work has been carried out. The proposed programs have been postponed. Central Minerals is now in a position where postponed programs can be resumed. (cid:20)(cid:19) MILLION OUNCES OF SILVER DEFINED BY CENTRAL The tenement area contains structures that are visible on satellite images. They appear to be repetitions of chalcedonic breccia’s that WESTWOOD Located approximately 50km south-west of Rockhampton (Queensland Australia), exploration activities at Westwood included the drilling of 5 RC percussion and diamond drill holes totaling 713.7m, comprising 2 RC drill holes with Diamond tails totaling 527m and 2 RC percussion holes totaling 186m. Drilling veriﬁes that the Westwood deposits are steeply dipping. The most easterly hole WWD001 intersected potentially ore grade palladium with anomalous gold and copper with the best intersection 44m @ 1.0 g/t Au+Pd+Pt and 0.11% Cu.Samples have been sent to Canada for full analysis including Platinum, Palladium, Ruthenium, Osmium and Iridium. Drilling veriﬁed that the deposits are steeply dipping. The remainder of drill holes returned poor results, however, the Westwood prospect is very large and offers potential for porphyry and layered intrusion style Cu-Au-PGE mineralisation, especially in low lying areas north and east of drill hole WWD001, which are marked for follow up work in the coming year. At the Westwood Prospect, the objective of the drilling was to test weak conductors identiﬁed from previous Electromagnetic survey imagery. CRACOW WEST Located approximately 10km west of Cracow (Queensland Australia), the Cracow West tenement holds targets anomalous in tellurium over a Subaudio Magnetics (SAM) resistor anomaly. The target area holds several similar characteristics to the now mined ‘Klondyke’ at Cracow deposit, which led to the recent revival of Evolution Mining’s Cracow mine. SolGold did not undertake exploration activities in the current financial year and a renewal application has been lodged to the Queensland Department of Natural Resources with an immediate commitment to drill two diamond holes prior to October 2018. SolGold is optimistic of a favorable decision on the renewal application and expects the proposed program to be underway during Q4 2018. Initial drilling will test a resistive feature at Dawson Park identified by the recent VTEM survey at a prognosed depth of 300m. Drilling will target potential for resistive gold-bearing epithermal silica, and follow up drill holes will be drilled in order to more accurately determine the dip and geometry of potential epithermal quartz adularia telluride-gold mineralisation. OPERATIONS REVIEW /33 AUSTRALIA CONTINUED NORMANBY Assay results returned the following highlights: • 14m @ 5.3 g/t Au from 58m depth (MFT019). • 28m @ 1.1 g/t Au, from 40m depth, including 10m @ 2.3 g/t Au (MFT020). • 28m @ 1.2 g/t Au from surface (MFT022). 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 north-west of Normanby. The quartz vein gold copper systems at Normanby occur in shear zones along a diorite – granite contact. The ﬁeld extends for several kilometres to the west beyond the current sampling, into ﬂatter areas with a partial gravelly cover. Exploration activities included drilling of 6 RC percussion holes totalling 607m (including a diamond tail). Drilling focussed on targets identiﬁed by a prospecting program conducted in early 2017. A signiﬁcant vertical mineralised structure was intersected in holes MFT19, and MFT17, and a separate shallow dipping zone of mineralisation was also discovered in holes MFT24 and MFT014. Regional-scale stream sediment and rock chip sampling has identiﬁed numerous anomalous areas, including the Mt Crompton breccia pipe that require follow up work over the coming year. Further work is planned at Mount Flat Top and Normanby including more detailed soil and rock sampling to guide future drilling more accurately. MOUNT PERRY The Mount Perry mineral ﬁeld located approximately 100km south-west of Bundaberg (Queensland, Australia) and comprises epithermal to mesothermal veins that cluster around mineralized porphyry intrusions and associated breccia bodies. Two diamond holes (total 567.4m) and two shallow RC percussion holes (59m) were drilled to test a potential porphyry target postulated as the feeder for now abandoned high grade underground mines in the New Moonta area. The drilling was completed early July 2018. Drilling has identiﬁed chalcopyrite and molybdenum mineralisation consistent with and is indicative of a porphyry system. Both holes intersected a copper/molybdenum mineralised monzonite porphyry, and were terminated in mineralisation. Assay results remain pending. Should assays results offer encouragement, deeper drilling is planned to continue in this area, including the vicinity of the Red Hill breccia pipe where very shallow drilling completed in 2008 intersected good gold copper grades (4m@5.7 g/t Au and 0.28% Cu for the interval 0 to 4m). Figure 5 Project locations, Queensland. 34/ SOLGOLD ANNUAL REPORT 2018 SOLGOLD REMAINS OPTIMISTIC ABOUT THE POTENTIAL OF THESE HOLDINGS, STRATEGIC REPORT /35 SOLOMON ISLANDS The (cid:46)u(cid:80)a and (cid:48)(cid:69)etilon(cid:74)a tene(cid:80)ents in the (cid:54)olo(cid:80)on (cid:44)slands (cid:11)(cid:54)outh (cid:58)est (cid:51)acific(cid:12) are considered (cid:69)(cid:92) (cid:54)ol(cid:42)old to (cid:69)e hi(cid:74)hl(cid:92) prospecti(cid:89)e (cid:73)or porph(cid:92)r(cid:92) copper(cid:16)(cid:74)old and epither(cid:80)al (cid:74)old deposits(cid:17) SolGold has applied for two prospecting licences in the Solomon Islands – both on the island of Guadalcanal: • Mbetilonga prospecting licence (Mbetilonga Application). • Kuma prospecting licence (Kuma Application). The Mbetilonga Application covers an area of approximately 46 km2 and is located approximately 8km south of Honiara (the capital of the Solomon Islands). The prospect is located over an inferred collapsed caldera with widespread supergene copper mineralisation and intermediate sulphidation epithermal veins bearing gold, silver, lead, zinc and copper. No ﬁeld activities were completed at Mbetilonga in the current ﬁnancial year. SolGold awaits the grant of the Mbetilonga Prospecting Licence which was submitted on 10 February 2017. (cid:21) PROSPECTING LICENSES APPLIED FOR IN THE SOLOMON ISLANDS MBETILONGA Figure 6 Discovery of classical porphyry style leached cap and lithocap rocks at Kololevu and Alemba creeks. 36/ SOLGOLD ANNUAL REPORT 2018 KUMA COVERS AN AREA OF APPROXIMATELY (cid:24)(cid:19)KM(cid:21) The Kuma Application covers an area of approximately 50km2 and is located 37km south-east Honiara. The Kuma prospect on the island of Guadalcanal exhibits surface lithocap characteristics which are traditionally indicative of a large metal rich copper-gold intrusive porphyry system. SolGold is awaiting the grant of an application submitted on 13 April 2017 to explore the Kuma prospect, and has not completed any exploration activities in the current ﬁnancial year. The Kuma project lies just to the south-west of a series of major NW-SE-trending arc- parallel faults, associated with numerous Cu and Au anomalies in streams and soils. 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. The geochemically anomalous portion of the Kuma lithocap (north-west end) lies within the annular topographic anomaly. Kuma has a spectacular oxidised 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 6). 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 mineralisation at depth. TerraSpec spectral analysis of sieved coarse fraction soil samples covering the Kuma lithocap in integration with known geology in the prospect area has highlighted a primary porphyry target centre in the northern portion of the lithocap that SolGold plans to drill test upon granting of tenure. QUALIFIED PERSON: Information in this report relating to the exploration results is based on data reviewed by Mr Jason Ward ((CP) B.Sc. Geol.), Exploration Manager Global of the Company. Mr Ward is a Fellow of the Australasian Institute of Mining and Metallurgy, holds the designation MAusIMM (CP), and has in excess of 20 years’ experience in mineral exploration and is a Qualiﬁed Person for the purposes of the relevant LSE and TSX Rules. Mr Ward consents to the inclusion of the information in the form and context in which it appears. OPERATIONS REVIEW /37 FINANCIAL REVIEW The (cid:42)roup achie(cid:89)ed se(cid:89)eral (cid:80)ilestones durin(cid:74) the financial (cid:92)ear ended (cid:22)(cid:19) (cid:45)une (cid:21)(cid:19)(cid:20)(cid:27)(cid:17) A$(cid:27)(cid:20)(cid:17)(cid:27) MILLION CASH BALANCE (cid:36)T (cid:22)(cid:19) (cid:45)(cid:56)(cid:49)(cid:40) (cid:21)(cid:19)(cid:20)(cid:27) APPROXIMATELY A$(cid:26)(cid:25)(cid:17)(cid:27) MILLION INVESTED BY THE GROUP ON EXPLORATION EXPENDITURE OUR SUSTAINABLE APPROACH IMPLEMENTATION OF BOREALIS A state of the art online reporting tool for our CSR initiatives. These included: • The completion of successful fund raisings (including exercise of share options) totalling approximately A$78.4 million from institutional and professional investors. This has resulted in a cash balance of approximately A$81.8 million at 30 June 2018. • Exploration and evaluation expenditure of A$83.5 million for the year including the release of the Alpala Maiden Resource Estimate. • Operating loss of A$15.9 million representing an increase of A$7.7 million over the prior year. The increase in loss is largely attributable to a share-based payments expense of A$10.6 million recognised on the fair value of share options granted to Directors, employee and contractors. This represents an increase of A$8.3 million over the prior year charge. This was offset by an unrealised foreign exchange gain during the year of $4.1 million due to the Group’s cash reserves primarily being held in USD. • A loss of $6.2 million recognised on the Company’s mark to market adjustment on its investment in Cornerstone Capital Resources Inc. RESULTS The Group incurred a loss before tax of A$15,267,636 for the year (2017: A$8,323,050), inclusive of the decision to expense A$376,031 (2017: A$17,310) 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. The increase in the loss before tax is largely due to A$10,568,889 (2017: A$2,239,533) recognised as a share- based payments expense. This represents a proportion of the Black-Scholes fair value of share options granted to Directors, employees and contractors expensed over the vesting period in the year. Additionally, the Group experienced increased regulatory and compliance costs due to its London Stock Exchange main board listing and Toronto Stock Exchange listing of $1,137,106 (2017: $116,051). This was offset by an unrealised foreign exchange gain during the year of $4,115,511 million due to the Group’s cash reserves primarily being held in USD. An income tax expense of $4,415,424 (2017: tax beneﬁt of $3,823,078) was recognised based primarily on the mark to market adjustment of the Company’s investment in Cornerstone Capital Resources Inc. A loss of A$6,244,922 (2017: gain of A$8,920,515) was recognised in comprehensive income representing the mark to market adjustment on the Company’s investment in Cornerstone Capital Resources Inc. This was offset by a gain of A$4,500,418 for the ﬁnancial year ended 30 June 2018 (2017: loss of A$2,089,272) recognised on exchange differences on translation of foreign operations. The average exchange rate used to translate the Group’s Ecuadorian subsidiary ﬁnancial statements for the year ended 30 June 2018 from United States dollars to Australian dollars was 1.3009 compared to 1.3254 for the ﬁnancial year ended 30 June 2017. STATEMENT OF FINANCIAL POSITION As at 30 June 2018, the Group had net assets of approximately A$230.4 million, an increase of approximately A$66.5 million over the previous ﬁnancial year. This increase was largely associated with the completion of A$76.5 million in share placements, net of costs, offset by the exploration write off of A$376,031 recognised in respect of the Groups’ exploration assets, the decrease in the value of available for sale ﬁnancial assets of A$6.2 million and annual corporate operating expenses of approximately A$15.9 million. 38/ SOLGOLD ANNUAL REPORT 2018 GROUP HAS NET ASSESTS OF APPROXIMATELY A$(cid:21)(cid:22)(cid:19)(cid:17)(cid:23) MILLION (cid:26)(cid:21) TENEMENTS GRANTED TO SOLGOLD’S FOUR ECUADORIAN SUBSIDIARIES CASH FLOW OUTLOOK Cash expenditure (before ﬁnancing activities) for the year ended 30 June 2018 was A$87.2 million (2017 A$28.3 million). During the ﬁnancial year ended 30 June 2018, cash of A$78,406,209 (2017: A$117,862,952) was received from the issue of shares via private placements and the exercise of share options. During the prior year A$852,736 received as unsecured short-term borrowings from DGR Global Ltd. No such borrowings were received during the current ﬁnancial year. Accordingly, the net cash outﬂow of the Group for the year ended 30 June 2018 was A$11,593,982 (2017: inﬂow of A$90,249,820). Cash of approximately A$76.8 million (2017: A$21.7 million) was invested by the Group on exploration expenditure during the year. The focus of the Group during the ﬁnancial year ending 30 June 2019 will be to continue exploration as well as furthering the economic evaluation of its Cascabel project in Ecuador through the completion of a Preliminary Economic Assessment (PEA) and continue carrying out further exploration over the 72 tenements granted to SolGold’s four Ecuadorian subsidiaries, including scout drilling on priority targets subject to environmental approvals. KEY PERFORMANCE INDICATORS Given the stage of the Group’s operations, the Board monitors the following key performance indicators in measuring the Group’s success: CLOSING CASH As at 30 June 2018, the Group held cash balances of A$81.8 million (2017: A$89.3 million). POST REPORTING DATE EVENTS On 5 July 2018, the Company issued an additional 21,250,000 unlisted options to employees and contractors. The options have a strike price of £0.40 each and are exercisable through to 4 July 2020. On 5 July 2018, the Company issued an additional 250,000 unlisted options to a contractor. The options have a strike price of £0.60 each and are exercisable through to 4 July 2021. 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. • Drilling efficiency and the associated metres drilled. • Total cost per metre drilled. • Cost management and performance against budget. • Health and safety management. • Compliance with the Environmental Management Plan. • Staffing mix and engagement of communities. The review of the business with reference to key performance indicators is set out in the Operations Report and Financial Review on pages 20 to 40. 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. STRATEGIC REPORT /39 FINANCIAL REVIEW CONTINUED EQUITY POST YEAR END EQUITIES ISSUED On 5 July 2018, the Company issued an additional 21,250,000 unlisted options to employees and contractors. The options have a strike price of £0.40 each and are exercisable through to 4 July 2020. On 5 July 2018, the Company issued an additional 250,000 unlisted options to a contractor. The options have a strike price of £0.60 each and are exercisable through to 4 July 2021. As at the date of this report, the Company had a total of 1,696,245,686 shares and 109,553,768 options on issue. Since the date of the last Annual Report, the Company has issued the following equities: On 7 July 2017, the Company issued an additional 1,300,000 shares at £0.14 to raise A$0.31 million (£0.18 million) in cash as a result of the exercise of employment options. On 7 July 2017, the Company issued an additional 1,300,000 shares at £0.28 to raise A$0.62 million (£0.36 million) in cash as a result of the exercise of employment options. On 28 July 2017, the Company issued an additional 36,750,000 unlisted options to Directors. The options have a strike price of £0.60 each and are exercisable through to 8 August 2020. On 9 August 2017, the Company issued an additional 10,012,000 unlisted options to employees and contractors. The options have a strike price of £0.60 each and are exercisable through to 8 August 2020. On 11 August 2017, the Company issued an additional 690,000 shares at £0.38 to raise A$0.43 million (£0.26 million) in cash to Newcrest International pursuant to “top-up rights” held by Newcrest International pursuant to the Newcrest Subscription Agreement. The allotment price was based on the 10 day VWAP, in accordance with the terms of the Newcrest Subscription Agreement. On 30 November, the Company issued 180,000,000 ordinary shares at £0.25 to raise A$77.0 million in cash pursuant to a private placement to continue to fund the continued exploration of the Cascabel Project, general working capital and SolGold’s pan Ecuadorean exploration strategy. At year end the Company had a total of 1,696,245,686 shares and 88,353,768 options on issue. 40/ SOLGOLD ANNUAL REPORT 2018 OUR FOCUS IS TO FURTHER THE ECONOMIC EVALUATION OF OUR CASCABEL PROJECT STRATEGIC REPORT /41 PRINCIPAL RISKS & UNCERTAINTIES RISK DESCRIPTION KEY MITIGATORS FUNDING RISKS The exploration and development of the Group’s projects will require substantial additional financing above and beyond the Group’s current treasury. It is management’s view that high quality exploration projects should always be capable of being financed. The executive management team regularly meet with advisors, shareholders and financiers to discuss the types of financing the Group are looking at to gauge their support. The Group uses modern geophysical and geochemical exploration and surveying techniques. The Group employs a world class team of geologists with considerable regional expertise and experience. They are supported by a network of fully accredited laboratories capable of performing a range of assay work to high standards. Group Mineral Resource and Ore Reserve estimates are prepared by a team of qualified specialists following guidelines of NI 43- 101, which is one of the most recognised reporting codes. Mineral Resource and Ore Reserve estimates are prepared by independent consultants. Successful relationships with governments, senior in-country officials and other key external stakeholders are built and maintained. This includes delivering on and adhering to the conditions attached to the tenement grant documents. SolGold currently knows of no reason to believe that current applications will not be approved, granted or renewed. Current global financial conditions have been subject to significant volatility, and access to public financing, particularly for resource companies, has been negatively impacted in recent years. These factors may impact the Group’s ability to obtain equity or debt financing in the future and additional financing may not be available, or if available, the terms of such financing may be unfavourable. Failure to obtain sufficient financing may result in the delay or indefinite postponement of exploration and development on any or all of the Group’s projects. Exploration activities are speculative, time-consuming and can be unproductive. In addition, these activities often require substantial expenditure to establish Reserves and Resources through drilling and metallurgical and other testing, determine appropriate recovery processes to extract copper and gold from the ore and construct mining and processing facilities. Once deposits are discovered it can take several years to determine whether Reserves and Resources exist. During this time, the economic viability of production may change. As a result of these uncertainties, the exploration programmes in which the Group is engaged in may not result in new Reserves. 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. 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. GENERAL EXPLORATION AND EXTRACTION RISKS TITLE RISK 42/ SOLGOLD ANNUAL REPORT 2018RISK DESCRIPTION KEY MITIGATORS SolGold has a successful track record of operating in Ecuador, Australia and the Solomon Islands and the Group actively monitors political developments on an ongoing basis. The management team aims to maintain open working relationships with local authorities in the countries where the Group operates. Attention is focussed on maintaining sound relations with local communities and working with these groups to enhance these relationships. The Group’s social team, under the supervision of the country manager, continues to address any such issues and reports to the Board. Furthermore, there is regular dialogue with the affected communities by senior executives. GEOPOLITICAL, REGULATORY AND SOVEREIGN RISK 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. LAND ACCESS RISK Operating in Ecuador and the Solomon Islands involves some risk of political instability, which may include changes in government, negative policy shifts and civil unrest. In addition, there is a risk that due to the deterioration of the macroeconomic situation, governments in Ecuador and the Solomon Islands may consider imposing currency controls and limitations on capital flows. These factors may have a negative impact on the ability of the Group to secure external financing and an adverse effect on the Group’s market value. Land access is critical for exploration and evaluation to succeed. In all cases the acquisition of prospective tenements is a competitive business, in which proprietary 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. /43 STRATEGIC REPORTPRINCIPAL RISKS & UNCERTAINTIES CONTINUED RISK DESCRIPTION KEY MITIGATORS In line with all Ecuadorian mining companies, the management of this risk is based on compliance with the Environmental Management Plan. In order to ensure compliance, the Group provides adequate resources to this area including the employment of personal and the utilisation of third party consultants to audit the compliance with the Environmental Management Plan. To date, the Group has been fully compliant. The Group attempts to mitigate these risks by managing its US dollar inflows and outflows and maintaining a significant portion of it cash and cash deposits in US dollars. No hedging instruments have been used by the Group, however, depending upon the nature and level of future foreign exchange transactions, consideration may be given to the use of hedging instruments. ENVIRONMENTAL RISK The Group’s Ecuadorian exploration activities are required to adhere to local environmental regulations. Any failure to adhere to local environmental regulations could adversely affect the Group’s ability to explore under its exploration rights in Ecuador. CURRENCY RISK The Group’s operations are sensitive to currency movements, especially those between the Australian Dollar, US Dollar and British Pound. These movements can have a negative impact on the Group’s earnings. The parent company and the Ecuadorian subsidiaries are exposed to currency risk in regard to the US Dollar value of inter-company loan balances with its Ecuadorian operations. It arises as a result of the retranslation of US Dollar denominated inter- company loan balances into Australian Dollars that are held within Australia and which are payable by US Dollar functional currency subsidiaries. The Group is exposed to currency risk in regard to the retranslation of the Group’s Ecuadorian functional currency net assets to the Australian Dollar reporting functional currency of the Group. A weakening of the US Dollar against the Australian Dollar can have a negative impact on the financial position and net asset values reported by the Group. 44/ SOLGOLD ANNUAL REPORT 2018SOLGOLD HAS A SUCCESSFUL TRACK RECORD OF OPERATING (cid:44)(cid:49) (cid:40)(cid:38)(cid:56)(cid:36)D(cid:50)(cid:53)(cid:15) THE SOLOMON ISLANDS AND AUSTRALIA STRATEGIC REPORT /45 OUR SUSTAINABLE APPROACH (cid:58)e are co(cid:80)(cid:80)itted to a sustaina(cid:69)le approach to e(cid:91)ploration and (cid:80)inin(cid:74)(cid:17) Transparent and responsi(cid:69)le practices are critical to our lon(cid:74)(cid:16)ter(cid:80) success(cid:17) R PEOPLE U O O U R C O M M U N IT Y H E A L T H & S A F E T Y OUR PRIORITIES P HI S D L A T N ME V IR O N S TE W AR N E OUR GOALS Injury and incident free workplace Equal opportunities for all employees Proactive contribution to local communities Positive understanding of beneﬁts of responsible mining Rehabilitation and reforestation of land Responsible use of energy, water and other resources A key priority during the year has been the development of a reporting system for corporate responsibility performance data to effectively measure, and report on, our performance across these CSR priorities. We look forward to sharing this performance next year. 46/ SOLGOLD ANNUAL REPORT 2018 OUR PEOPLE HEALTH & SAFETY OUR COMMUNITY Attracting and maintaining a skilled and diverse workforce is central to SolGold’s success. An engaged, safe and motivated team maximises SolGold’s ability to generate value for its stakeholders. The Group’s policy is to attract staff and motivate employees by offering competitive terms of employment. The Group provides equal opportunities to all employees and prospective employees including those who are disabled. We are very proud to have a large, and skilled Ecuadorian workforce. SolGold, during the financial year ended 30 June 2018, employed an average of 455 people, of which 96% were Ecuadorian and 10% are women. Many of these women are geologists. The Strategic Report gives details of the Group’s activities and policies concerning the employment, training, health and safety and community support concerning the Group’s employees in Ecuador. Health and Safety is the responsibility of everyone and SolGold recognises the importance of leading and promoting the highest principles and practices to ensure the safety and good health of all employees, contractors, community members and visitors. SolGold is committed to achieving an injury and incident free workplace. We achieve this through the following activities: • Education of health and safety risks. • Implementation of health and safety procedures. • Training. • Provision of health and safety equipment and appropriately trained personnel. • Prompt reporting of any injuries and incidents to ensure lessons are learnt and equipment and procedures are adapted if required. • Regular review of compliance to health and safety policies to avoid complacency. At Cascabel we have two medical facilities, one at the Rocafuerte camp and one at Alpala camp. The facilities have the necessary equipment to handle emergencies and medicine for outpatient treatment. SAFEGUARDING SolGold is committed to providing a workplace in which everyone, regardless of nationality, race, gender or religious belief is treated with respect and without sexual, physical or mental harassment. TRAINING AND DEVELOPMENT A comprehensive training and development programme is paramount to ensure the company has an appropriately skilled workforce, as well as a pipeline of skilled workers. SolGold implements a bespoke programme for each employee dependant on their abilities and personal development goals. SolGold believes that strong community relations are fundamental to creating a safe, sustainable and successful operations. Since arriving in Ecuador in 2012 SolGold has always placed the highest importance on creating and maintaining an open, respectful, proactive and productive relationships with all the communities within which SolGold operates. SolGold wants to empower the communities in which it operates and therefore makes strong alliances with state institutions and local governments to support the fulfilment of the specific development plans for the different communities. We have multiple community relations teams, 6 employees in the Cascabel team and 2 employees in each of the other regional subsidiaries, that achieve this through the following activities: • Hosting introductory meetings with communities within licence areas prior to the commencement of any exploration activities. • Hosting regular consultation meetings to listen to and respond to concerns and to generate community-led ideas on how SolGold can actively help to overcome the specific local issues the communities have. • Providing educational sessions on exploration and mining to help communities understand the processes and benefits. • Implementing a diverse range of social initiatives. There are 14 experienced professionals in our Social Team with backgrounds in human development, economics, agronomy and project management. /47 STRATEGIC REPORTOUR SUSTAINABLE APPROACH CONTINUED Minimising our environmental footprint is a key priority for SolGold. We strive to go above and beyond the required environmental guidelines. Our goal is to undertake our operations in an environmentally responsible manner by integrating the protection of the environment into our everyday working practices. We achieve this by: • designing, developing and operating company facilities with the goal of minimising the environmental impact; • implementing procedures and practices to ensure the efficient use of water, energy and other resources; • responsibly managing the Company’s waste; • providing education and training of best practices to foster a culture of environmental stewardship; and • regularly monitoring our environmental impact and adapting procedures and practices where required. The strategic report was authorised for issue and signed on behalf of the Directors by ENVIRONMENTAL STEWARDSHIP (cid:44)(cid:49) (cid:21)(cid:19)(cid:20)(cid:27) SOLGOLD JOINED NICHOLAS MATHER Executive Director 27 September 2018 CHICKEN FARM INITIATIVE This is a productive project established this year with the aim to provide women in San Pedro with additional household income by raising and selling chickens. The project is run in conjunction with the Ministry of Agriculture. The ministry is responsible for training the participants in rearing chickens and animal welfare while SolGold provides the chickens, chicken coups, food and vaccines. 48/ SOLGOLD ANNUAL REPORT 2018 RECYCLING Organic waste generated on camp is used as compost for the garden where plants for the reforestation project are cultivated. Inorganic wastes such as glass, plastic and cardboard bottles that are generated in the camps are sorted and recycling sent to companies that treat these materials. REFORESTATION Established a plant nursery which grows fruit and forest specimens for reforestation and agriculture. Plants include citrus, cocoa, coffee, cedar, mahogany and wax palm. ON AVERAGE (cid:23)(cid:19)(cid:15)(cid:19)(cid:19)(cid:19) (cid:51)(cid:47)(cid:36)(cid:49)T(cid:54) ARE GROWN EVERY YEAR FOR FARMING AND REFORESTATION THE NURSERY BENEFITS (cid:21)(cid:24)(cid:19) LOCAL FAMILIES ANNUALLY (cid:24) (cid:47)(cid:50)(cid:38)(cid:36)(cid:47) COMMUNITY MEMBERS ARE EMPLOYED AT THE PLANT NURSERY THE TEAM HAS REHABILITATED (cid:26)(cid:24)(cid:8) OF THE AREAS AFFECTED BY ADVANCED EXPLORATION AT CASCABEL BAKERY INITIATIVE An enterprise that allows women in the community to generate additional household income. A project in collaboration with the Mayor’s Office of Ibarra. SolGold purchased the property and all necessary equipment and helped the community renovate the building while the mayor’s office provided the necessary training for the women. STRATEGIC REPORT /49 BOARD OF DIRECTORS BRIAN MOLLER (59) NICHOLAS MATHER (61) DR. ROBERT WEINBERG (71) JOHN BOVARD (73) NON-EXECUTIVE CHAIRMAN CHIEF EXECUTIVE OFFICER & EXECUTIVE DIRECTOR SENIOR INDEPENDENT DIRECTOR NON-EXECUTIVE DIRECTOR DATE APPOINTED DATE APPOINTED 11 May 2005 COMMITTEE 11 May 2005 COMMITTEE DATE APPOINTED 22 November 2005 COMMITTEE DATE APPOINTED 2 November 2009 COMMITTEE (Chair) (Chair) EXPERIENCE EXPERIENCE EXPERIENCE EXPERIENCE Mr Moller, was appointed Non- Executive Director on 11 May 2005 and assumed the role of Non-Executive Chairman on 28 February 2013, 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. Nicholas graduated from the University of Queensland with a B.Sc. (Hons, Geology) and has 30 years’ experience across all levels of the junior resource sector. Mr. Mather has a special area of experience and expertise in the generation of, and entry into unrecognised resource exploration opportunities. Nicholas has been instrumental in the delivery of major resource projects that resulted in nine takeovers and 5 billion dollars in shareholder return. Mr Moller holds an LLB Hons from the University of Queensland and is a member of the Australian Mining and Petroleum Law Association. Mr 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, Dark Horse Resources Limited, and TSX-V listed, Aguia Resources Limited and the non-executive Chairman of ASX-listed Aus Tin Mining Limited, Lithium Consolidated Mineral Exploration Ltd and Platina Resources Limited. Nicholas was co-founder of Arrow Energy and was responsible for the generation of its Surat Basin Coal project. He was founder and Chairman of Waratah Coal and co-founder and Non-Executive Director of Bow Energy, from inception to takeover. Nicholas and the DGR Global team founded Orbis Gold and continued to hold a signiﬁcant equity stake and board position until its takeover in 2015. As CEO of BeMax Resources, Nicholas headed the discovery of the Pooncarie mineral sands project. He was also a Non- Executive Director of Ballarat Goldﬁelds. Nicholas is currently Managing Director of DGR Global, Executive Chairman of Armour Energy, Non-Executive Director of Dark Horse Resources, Aus Tin Mining, Lakes Oil and IronRidge Resources. Dr Weinberg, was appointed 22 November 2005 as a Non- Executive Director, and to be considered as a Senior Independent Director of the Company, gained his doctorate in geology from Oxford University in 1973. Dr Weinberg 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. Dr Weinberg has been an independent non-executive director of a number of minerals exploration, development and mining companies. Prior to his current activities Dr Weinberg 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. Dr Weinberg has also held senior positions within Société Générale and was head of the mining team at James Capel & Co. Dr Weinberg was formerly marketing manager of the gold and uranium division of Anglo American Corporation of South Africa Ltd. Mr Bovard, appointed 2 November 2009, is a civil engineer with over 50 years experience in mining, heavy construction, project development and corporate management. Mining project activities have ranged from feasibility studies through project management of construction, commissioning and management of operating mines. Corporate activities have included establishing new companies and turning around others. He was the inaugural CEO of St Barbara Mines (ASX), inaugural Chairman of Orbis Gold (ASX), Chairman of Greenwich Resources (LSE), CEO of Asia- Paciﬁc Resources (TSX) and CEO of the group of companies that developed the Super Pit in Kalgoorlie. He has also been a non-executive director or CEO of a number of other smaller resource companies. Other major projects include the early construction stages of both Ok Tedi (as GM) and Porgera (as project manager and GM) and the $800 M Queensland Phosphate Project as project director. Areas worked in outside of Australia include PNG, Thailand, Solomon Islands, several North African countries, several Central Asian countries together with Mongolia and China. He holds a Bachelors 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. 50/ SOLGOLD ANNUAL REPORT 2018 COMMITTEE MEMBERSHIP KEY Audit and Risk Management Committee Remuneration Committee HSEC Committee CRAIG JONES (47) JAMES CLARE (42) KARL SCHLOBOHM (50) NON-EXECUTIVE DIRECTOR NON-EXECUTIVE DIRECTOR COMPANY SECRETARY DATE APPOINTED DATE APPOINTED DATE APPOINTED 3 March 2017 COMMITTEE 26 April 2018 COMMITTEE EXPERIENCE EXPERIENCE Mr Jones, appointed 3 March 2017, holds a Bachelor of Mechanical Engineering from the University of Newcastle, Australia, joined Newcrest Mining in 2008 and has held various senior management and executive roles within the Newcrest group, including General Manager Projects, General Manager Cadia Valley Operations, Executive General Manager Projects and Asset Management, Executive General Manager Australian and Indonesian Operations, Executive General Manager Australian Operations and Projects, and Executive General Manager Cadia and Morobe Mining Joint Venture. Mr Jones is currently the Executive General Manager Waﬁ- Golpu (Newcrest / Harmony). Prior to joining Newcrest, Mr Jones worked for Rio Tinto. Mr Jones’ operational and block cave mining expertise, particularly relevant in the context of the Company’s existing Alpala deposit at Cascabel in Northern Ecuador. Mr Clare, appointed 26 April 2018, is a partner at Bennett Jones LLP, one of Canada’s leading corporate law ﬁrms. He is a corporate and securities lawyer with extensive experience in the mining sector both domestically and internationally. Mr Clare is recognised by Lexpert as a leading mining lawyer in Canada, and repeatedly recommended for his experience in mining, corporate ﬁnance and securities law by the Canadian Legal Lexpert Directory. Mr Clare also currently acts as a non-executive Director of PJX Resources Inc, Riverside Resources Inc and Spanish Mountain Gold Ltd. Mr Clare was extensively involved with SolGold’s TSX listing process and provides ongoing legal and corporate advice to the Company in relation to its Canadian regulatory and business matters. . n/a COMMITTEE n/a EXPERIENCE Mr Schlobohm, appointed 14 April 2009, has over twenty ﬁve years’ experience 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’s Degrees in Commerce and in Economics, and a Master’s Degree in Taxation. He is also a fellow of the Governance Institute of Australia. 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 GOVERNANCE /51 CORPORATE GOVERNANCE APPROACH TO CORPORATE GOVERNANCE SolGold moved from the AIM Board to the Main Board of the London Stock Exchange in October 2017 via a standard listing. Accordingly, it is only required to comply with the relevant Listing Rules, the Disclosure and Transparency Rules of the UK Corporate Governance Code (the “Code”) and the Prospectus Rules, but not the super-equivalent provisions of the Listing Rules which apply to companies with a premium listing. The Directors are, however, committed to maintaining high standards of corporate governance as detailed in the Company’s Corporate Governance Charter and continue to voluntarily adopt and comply with the Quoted Company Alliance Code (“QCA Code”). Given the Company’s size, stage of development and resources, the Directors acknowledge that adherence to certain provisions of the QCA Code may be delayed until such time as the Directors are able to fully adopt them. In particular, the Company has not established a nominations committee, as it is considered unnecessary at this stage of the Company’s development. The Board as a whole will consider potential Director appointments on a case by case basis. The Company is also subject to various corporate laws and regulations in Canada and Australia as a result of being a reporting issuer in Canada and a registered foreign corporation in Australia. BOARD AND COMMITTEE STRUCTURE The Board ordinarily meets on a monthly basis providing effective leadership and overall control and direction of the Company’s affairs through the schedule of matters reserved for its determination. The Board is collectively responsible for approving the long-term objectives and strategy of the Company. 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 Chair of the Board is Mr Brian Moller, who is a Non- Executive Director. As Chair, Mr Moller is responsible for leadership of the Board, for efficient organization and conduct of the Board’s function and the briefing of all Directors in relation to issues arising at Board Meetings. The Chair is also responsible for shareholder communication, arranging Board performance evaluation and setting the tone for the Company’s approach to corporate governance. The terms of appointment for each of the Company’s Directors is set out under a Letter of Appointment, which contains, amongst other things, the expected time commitment for Directors to attend: • all Director’s Board and Strategy Meetings; • all shareholder’s Meetings; • any special Board or other meeting that may be convened (including committee meetings of which the Director is a member); and • time required to liaise with fellow Directors. It is the Board’s policy to maintain independence by having a number of its members as Non-Executive Directors who are free from any material business or other relationship with the Company. The structure of the Board ensures that no one individual or group is able to dominate the decision making process. The Board of the Company is currently made up of one Executive Director and five Non-Executive Directors. Messrs John Bovard, Dr. Robert Weinberg, Craig Jones and James Clare are considered to be independent by the Board. Nicholas Mather is not independent as he is the Chief Executive Officer of the Company. Brian Moller is not considered independent as he is a partner in the Australian firm Hopgood Ganim Lawyers for the provision of legal services to the Company. These professional services are based on normal commercial terms and conditions. Dr Robert Weinberg is considered to be the Company’s Senior Independent Director (SID). The role of the SID is to be available to shareholders to discuss any concerns they may have about the running of the Company where the normal channels of communication are not appropriate. The SID is usually expected to lead discussions at meetings of Non-Executive Directors without the Chairman present on an annual basis. The Board has delegated the Chief Executive Officer (“CEO”) for running the day-to-day management of the Company under clearly defined terms of reference. The CEO is supported by experienced management team including the Exploration Manager, UK Markets and Investor Relations Executive, the Chief Financial Officer and Company Secretary of the Company. 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 Company’s expense in the furtherance of his or her duties. 52/ SOLGOLD ANNUAL REPORT 2018 Other responsibilities are devolved to the Audit and Risk Management, Remuneration and Health, Safety, Environment and Community (HSEC) Committees, which are described more fully below. The terms of reference of each Committee, and the matters reserved to the Board, are available on the Company’s website. BOARD CHANGES DURING FY2018 Mr James Clare was appointed as a Non-Executive Director to the SolGold Board of Directors on 1 May 2018. The details of his qualiﬁcation and experience are shown on page 51. The Company considers Dr Robert Weinberg to be a Senior Independent Director. His experience and expertise will continue to provide strong oversight on the Board together with supporting the further development of the Company’s strategy. ATTENDANCE RECORD Directors’ attendance at Board and Committee meetings which they were eligible to attend the meetings during 2018 was as follows: Total Meetings Held Attendance: Brian Moller Nicholas Mather John Bovard Robert Weinberg Craig Jones James Clare Committee key: FULL BOARD 8 8 8 7 7 8 3 2 2 – 2 2 – – – 1 – 1 1 – – – – – – – – – Audit and Risk Management Remuneration Committee HSEC Committee NOMINATION OF DIRECTORS The Board does not currently have a formal Nomination Committee. The Board as a whole is responsible for identifying and recommending candidates for Directorial appointment. The Board reviews and makes determinations with respect to: • the size and composition of the Board; • the organization and responsibilities of the committees of the Board; • the evaluation process for the Board and committees of the Board and the chairpersons of the Board and such committees; and • creating a desirable balance of expertise and qualiﬁcations among members of the Board. In any Director nomination process, the Board assesses its current composition and requirements going forward in light of the stage of the Company’s project and corporate development and the skills required to ensure proper oversight of the Company and its operations. The Board has recently amended its corporate governance charter to include a nominee director policy setting out the principles to be followed by the Board, which is available on the Company’s website, in respect of those Directors that are nominated by a Shareholder and the nominating shareholders. BOARD EVALUATION During 2018 and as part of the processes for its LSE and TSX listings, the Board reviewed its performance from the point of view of its composition, mix of skills, committee composition and roles. As a result of this review, the following matters were determined: • separation of the roles of chairman and chief executive, appointment of a Canadian based independent Non- Executive in May 2018; • amendment of Corporate Governance Charters and policies in compliance with rules and regulations with the admission to the LSE and or the TSX listing; The Board will continue to regularly review and monitor its composition and performance having regard to the evolving complexity of the Company’s activities and operations, and make changes as appropriate. The Company is in the process of establishing the criteria against which its performance and effectiveness will be measured and how frequently evaluations of the Board and the Board Committees will take place. These matters will be reported on in the future. GOVERNANCE /53 CORPORATE GOVERNANCE CONTINUED ORIENTATION AND CONTINUING EDUCATION Incoming Directors are provided with access to the CEO and the Company Secretary to gain a full understanding of the Company, its projects, personnel and policies & procedures. At all times Directors are encouraged to attend any professional course or update relevant to the discharge of their duties as a Director of the Company. Directors are also encouraged to visit the Company’s project sites as practical, and attend any international mining conferences at which the Company may present. 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 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. RELATIONS WITH SHAREHOLDERS 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 LSE and TSX Listing Rules. The Company’s principal communication with its investors is through the quarterly Management Discussion and Analysis (the “MD&A”), the Annual General Meeting, the annual report and accounts, the interim statement and its website, twitter together with the e-mail news service. RISK MANAGEMENT AND INTERNAL CONTROL The Board has overall responsibility for the Company’s risk management and internal control system and determine the nature and extent of the principal risks and uncertainties of the Company. The Board has delegated the Audit and Risk Committee to monitor the effectiveness of the Company’s risk management processes on behalf of the Board. The Board, supported by executive management will also enhance the review and closely monitoring the Company’s principal risks and uncertainties. The principal risks and uncertainties identiﬁed by the Company are shown on pages 42 to 44. The Company is diligent in minimising exposure to business risks, but by the nature of its activities and size, will always have some risks. These risks are not always quantiﬁable due to their uncertain nature. Should one or more of these risks and uncertainties materialise, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements. The Company’s system of internal control is designed to provide the Directors with reasonable, but not absolute, assurance that the Company will not hindered in achieving its business objectives, or in the orderly and legitimate conduct of its business, by circumstances that may reasonably be foreseen. However, no system of internal control can eliminate the possibility of human error, fraud or other unlawful behaviour, management overriding controls, and the resulting potential for material misstatement or loss. The process used by the Board to review the effectiveness of the internal controls are through the Audit and Risk Management Committee, and the executive management reporting to the Board on a regular basis where business plans and budgets, including investments are appraised and agreed. The Board also seeks to ensure that there is proper organisational and management structure with clear responsibilities and accountability. A statement of Director’s responsibilities in light of the ﬁnancial statement is on page 59. COMMITTEE REVIEWS As described above, one of the functions of the Board is to form and monitor any special purpose Committee established to review certain aspects of the operations of the Company, having regard to these principles. So far to date, the Board has established an Audit & Risk Management Committee; a Remuneration Committee and a Health, Safety, Environment and Community (HSEC) Committee. The Board has not yet formally established a Corporate Governance Committee; or a Nomination Committee. As the Board considers that the Company is not of a size nor is its affair of such complexity as to justify the formation of these Committees as at the date of this report. Rather, the Board as a whole is able to address the issues that would otherwise be addressed by such Committees and is guided by the principles set out in the Corporate Governance Charter that is available on the Company’s website. The Company will review this position annually and determine whether additional special purpose Committee need to be established. AUDIT AND RISK COMMITTEE COMPOSITION The Audit and Risk Management Committee meets not less than twice a year and is responsible for ensuring that the ﬁnancial performance, position and prospects of the Company are properly monitored as well as liaising with the Company’s auditor to discuss ﬁnancial statements and the Company’s internal controls. The Executive Director attends meetings by invitation, if appropriate. The Audit and Risk Management Committee is comprised of three members, all of whom are independent Non-Executive Directors of the Company, namely: Brian Moller, John Bovard and Dr. Robert Weinberg. John Bovard is the Chair of the Audit and Risk Management Committee. The Committee members have a wide range of ﬁnancial and commercial experience, which the Board considers appropriate to fulﬁl the Committee’s duties. Details of the experience and qualiﬁcations of Committee members are set out on pages 50 and 51. 54/ SOLGOLD ANNUAL REPORT 2018 ROLE AND RESPONSIBILITIES The objective of the Committee is to assist the Board in discharging its responsibility to exercise due care, diligence and skill in monitoring decisions and processes designed to ensure the integrity of ﬁnancial reporting, to establish sound systems of internal control and to facilitate robust risk management processes. • deﬁning and periodically reviewing risk management as it applies to the Company and clearly identify all stakeholders; • ensuring the A&R Committee clearly communicates the Company’s risk management philosophy, policies and strategies to Directors, Management, employees, contractors and appropriate stakeholders; The Committee’s term of reference set out its main responsibilities and are available on the Company’s website. The Committee is responsible for: Audit Related • monitoring the integrity of the ﬁnancial statements of the Company and any formal announcements relating to the Company’s ﬁnancial performance and reviewing signiﬁcant ﬁnancial reporting judgements contained in them prior to their approval by the Board; • reviewing the Company’s internal ﬁnancial controls; • monitoring and reviewing the effectiveness of the Company’s internal audit function; • reviewing the scope and results of both external and internal audits; • monitoring corporate conduct and business ethics, including auditor independence and ongoing compliance with laws and regulations; • maintaining open lines of communication between the Board, Management and the external auditors, thus enabling information and points of view to be freely exchanged; • ensuring that Directors and Management establish a risk aware culture which reﬂects the Company’s risk policies and philosophies; • reviewing methods of identifying broad areas of risk and setting parameters or guidelines for business risk reviews; • reviewing the Company’s internal control and risk management systems and making informed decisions in respect of the same; • considering capital raising, treasury and market trading activities with particular emphasis on risk treatment strategies, products and levels of authorities; and • implementing and reviewing arrangements by which Directors, Management, employees and contractors may, in conﬁdence, raise concerns about possible improprieties in matters of ﬁnancial reporting or other matters. MAIN ACTIVITIES COVERED DURING FY2018 The Committee’s activities focussed on the following matters during FY2018: • reviewing the impairment assessment of exploration and evaluation assets; • reviewing the asset carrying values and other material • reviewing matters of signiﬁcance affecting the ﬁnancial accounting matters; welfare of the Company; • ensuring that systems of accounting and reporting of ﬁnancial information to shareholders, regulators and the general public are adequate; • reviewing the Company’s internal ﬁnancial control system; • considering the appointment, re-appointment, removal, remuneration and terms of engagement of the external auditor and making recommendations to the Board in respect of the same; • monitoring and reviewing the external auditor’s independence, objectivity and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements; and • developing and implementing policy on the engagement of the external auditor to supply non audit services, taking into account relevant ethical guidance regarding the provisions of non-audit services by the external audit ﬁrm and reporting to the Board in respect of the same. Risk Related • ensuring the development of an appropriate risk management policy framework that will provide guidance to Management in implementing appropriate risk management practices throughout the Company’s operations, practices and systems; • discussing equity transactions and share based payments; • MD&A report preparation to comply with TSX regulatory requirements; • reviewing all documents within the Annual Report and half-yearly ﬁnancial input. REMUNERATION COMMITTEE COMPOSITION The Remuneration Committee meets at least once a year and is responsible for making decisions on Directors’ and key management’s remuneration packages. Remuneration of any Executive Directors 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 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. The members of the Remuneration Committee are John Bovard (as chair), Nicholas Mather, Robert Weinberg and Brian Moller. Details of the experience and qualiﬁcations of Committee members are set out on pages 50 and 51. GOVERNANCE /55 CORPORATE GOVERNANCE CONTINUED ROLE AND RESPONSIBILITIES ROLE AND RESPONSIBILITIES In discharging its responsibilities, the Committee is expected to do the following: • review, formulate and revise with management the Company’s goals, policies and programs relative to environmental, health and safety and social issues; • make inquiries and recommendations to the Board in respect of the Company’s compliance with applicable environmental and occupational health and safety laws, regulations, and internal operating procedures and standards; • review with management the Company’s risk assessment, risk exposure and risk management in respect of environmental, health and safety matters; • review with management the Company’s record of performance on environmental, health and safety matters, along with any proposed actions based on such record; • inform the Audit Committee of the Board in respect of signiﬁcant changes in ﬁnancial risk or potential disclosure issues related to environmental, health and safety matters; • perform such other duties and responsibilities as are consistent with the purpose of the Committee and as the Board or the Committee shall deem appropriate; • review and reassess the adequacy of these Terms of Reference on a regular basis and submit any proposed revisions to the Board for consideration and approval; and • on a regular basis, review and assess the adequacy of the Company’s individual Policies relating to sustainable development. The Remuneration Committee is responsible for reviewing the remuneration Policies and practices of the Company and making recommendations to the Board in relation to: • executive remuneration and executive incentive plans; • the remuneration packages for management including the Chief Executive Officer and Non- Executive Director remuneration; • the Company’s recruitment, retention and termination policies and procedures for senior management; and • incentive plans and share allocation schemes and superannuation arrangements. The Committee’s term of reference set out its main responsibilities and are available on the Company’s website. MAIN ACTIVITIES COVERED DURING FY2018 The Committee’s activities focussed on the following matter during FY2018: • review and establish MD/CEO contract having regard to advice obtained from an independent remuneration consultant; and • reviewed the remuneration arrangements for the Company’s senior geological staff. HSEC COMMITTEE The main purpose of the Committee is to review, monitor and make recommendations to the Board in respect of the environmental, health, safety and community policies and activities of the Company in order to ensure that such policies and activities reﬂect and are in accordance with the matters set out below. The Committee may review or investigate any activities of the Company relating to the health, safety and environment and will have unrestricted access to any officers and employees of the Company, independent consultants and advisors, and such information and resources as the Committee considers necessary in order to perform its duties and responsibilities. The Committee’s term of reference set out its main responsibilities and are available on the Company’s website. COMPOSITION Currently the fully Board of the Group currently fulﬁls this role. 56/ SOLGOLD ANNUAL REPORT 2018 DIRECTORS’ REPORT The Directors present their annual report and audited financial statements for the year ended 30 June 2018. RESULTS GLOBAL GREENHOUSE GAS EMISSIONS The Group’s consolidated loss for the year was A$19,683,060 (2017: A$4,499,972). CHANGES IN SHARE CAPITAL DURING 2018 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 (2017: 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 and accounts payable. In addition to the Group’s financial instruments, the Company’s financial instruments also include its loans to subsidiaries. Further details of financial risk management objectives and policies, and exposure of the Group and Company to financial risks are provided in note 20 to the financial statements. DONATIONS No political or charitable donations were made during the year (2017: Nil). This section contains information on green house gas (“GHG”) emissions required by Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 (the “Regulations”). METHODOLOGY The methodology used for the calculation of emissions was the GHG Protocol Corporate Accounting and Reporting Standard (revised edition to 2015). The standard covers the accounting and reporting of seven greenhouse gases mandatory – carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFCs), perfluorocarbons (PCFs), sulphur hexafluoride (SF6) and nitrogen trifluoride (NF3), and it covers the company’s operational boundaries. The Company has reported on all of the emission sources required under the Regulations. The Company does not have responsibility for any emission sources that are not included in its consolidated statements. CONSOLIDATION APPROACH AND ORGANISATION BOUNDARY An operational control approach was used to define the Company’s organisational boundary and responsibility for GHG emissions. All material emission sources within this boundary have been reported upon, in line with the requirements of the Regulations. GOING CONCERN SCOPE OF REPORTED EMISSIONS 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. The Group has $81,825,617 in cash and cash equivalents at 30 June 2018 and has sufficient working capital levels to carry out its planned exploration activities for the following 12 months. 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. Emissions data from sources within Scope 1 and Scope 2 of the Company’s operational boundaries is detailed on page 58. This includes emissions from direct activities of the operation, this include: the use of vehicles owned by the company for transportation of machinery, material and personnel, operation of machinery for perforation, the use of generator for electricity in the camps, LPG is camps and composting activities (Scope 1), as well as Emissions from activities of the operation associated with the consumption and purchase of electricity from the grid for the camps (Scope 2). INTENSITY RATIO In order to express, the GHG emissions in relation to a quantifiable factor associated with the Company’s activities, drilling metres were chosen as a normalisation factor. This will allow comparison of the Company’s performance over time, as well as with other companies in the sector. The intensity ratio for “Cascabel” operations is of 0.05CO2e/ metre drilled in the reporting year (1 July 2017 to 30 June 2018). /57 GOVERNANCEDIRECTORS’REPORT CONTINUED TOTAL GREENHOUSE GAS EMISSIONS DATA FOR THE YEAR FROM 1 JULY 2017 TO 30 JUNE 2018 YEAR CHOSEN AS BASE YEAR (FINANCIAL YEAR) 1 JULY 2017–30 JUNE 2018 BASE YEAR EMISSIONS EMISSIONS Scope 1 Scope 2 TOTAL TOTAL (mtCO2e) CO2 (mtCO2e) CH4 (mtCO2e) N2O (mtCO2e) HFCS (mtCO2e) PFCS (mtCO2e) SF6 (mtCO2e) 4569 25 4594 4548 25 4573 8 0 8 13 0 13 – – – – – – – – – CURRENCY RELATED PARTY TRANSACTIONS The functional currency of SolGold plc and its 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. 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. DIRECTORS The Directors who held office during the year were as follows: Nicholas Mather Executive Director Brian Moller Non-Executive Chairman Robert Weinberg Non-Executive Director John Bovard Non-Executive Director Craig Jones Non-Executive Director James Clare Non-Executive Director – appointed 1 May 2018 The Company has a Directors’ and Officers’ Liability insurance policy for all its Directors. AUDITOR A resolution for the re-appointment of the Company’s auditor will be proposed at the forthcoming Annual General Meeting. SUBSEQUENT EVENTS On 5 July 2018, the Company issued an additional 21,250,000 unlisted options to employees and contractors. The options have a strike price of £0.40 each and are exercisable through to 4 July 2020. On 5 July 2018, the Company issued an additional 250,000 unlisted options to a contractor. The options have a strike price of £0.60 each and are exercisable through to 4 July 2021. 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 is not covered in this report and would have a material impact on the consolidated or Company ﬁnancial statements. 58/ SOLGOLD ANNUAL REPORT 2018 DIRECTORS’ RESPONSIBILITY STATEMENT WEBSITE PUBLICATION 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 ﬁnancial statements and have elected to prepare the 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. 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; • 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; and • prepare a director’s report, a strategic report and director’s remuneration report which comply with the requirements of the Companies Act 2006. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable the Company’s transactions and disclose with reasonable accuracy at any time the ﬁnancial position of the Company accuracy at any time the ﬁnancial position of the Company and enable them to ensure that the ﬁnancial statements and enable them to ensure that the ﬁnancial statements comply with the requirements of the Companies Act 2006. comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. prevention and detection of fraud and other irregularities. 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. DIRECTORS’ RESPONSIBILITIES PURSUANT TO DTR4 The Directors conﬁrm to the best of their knowledge: • the Group ﬁnancial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and Article 4 of the IAS Regulation and give a true and fair view of the assets, liabilities, ﬁnancial position and proﬁt and loss of the Group; and • the annual report includes a fair review of the development and performance of the business and the ﬁnancial position of the Group and the parent company, together with a description of the principal risks and uncertainties that they face. 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. that the Company’s auditor is aware of the information. This report was approved by the Board on 27 September This report was approved by the Board on 27 September 2018 and signed on its behalf. 2018 and signed on its behalf. KARL SCHLOBOHM KARL SCHLOBOHM Company Secretary Company Secretary Level 27, 111 Eagle St Level 27, 111 Eagle St Brisbane QLD 4000 Australia GOVERNANCE /59 REMUNERATION REPORT STATEMENT OF THE CHAIRMAN OF THE REMUNERATION COMMITTEE JOHN BOVARD Non-Executive Director CHAIRMAN’S STATEMENT The remuneration committee presents its report for the year ended 30 June 2018. The Annual Remuneration Report details remuneration awarded to Directors and Non-Executive Directors during the year. The shareholders will be asked to approve the Annual Remuneration Report as an ordinary resolution at the AGM in December 2018. Both of the above reports have been prepared in accordance with The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. The Company’s auditors, BDO LLP are required by law to audit certain disclosures and where disclosures have been audited they are indicated as such. A copy of the remuneration policy, which details the remuneration policy for Directors, can be found at www.solgold. com.au. The current remuneration policy was part of the meeting materials at the AGM in January 2018. The remuneration committee reviewed the existing policy and deemed no changes necessary to the current arrangements. JOHN BOVARD Chairman – Remuneration Committee Level 27, 111 Eagle St Brisbane QLD 4000 Australia REMUNERATION GOVERNANCE The Remuneration Committee is a standing committee of the Board that meets periodically and is responsible for making decisions on Directors’ and key management executive’s remuneration packages. The Remuneration Committee has among other duties the responsibility to recommend to the Board the compensation of the CEO and that of key management. The remuneration of key management executives is determined by the Executive Director who considers 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, the Company believes that it is in the interests of Shareholders that key management executives should be provided with options in addition to the level of fees and salaries considered affordable. The Remuneration Committee is currently comprised of four members: Mr. John Bovard (the Chair of the Remuneration Committee), Mr. Nicholas Mather, Dr. Robert Weinberg and Mr. Brian Moller, all of whom are independent Directors, other than Mr. Nicholas Mather. The Board recognises the signiﬁcance of appointing independent, knowledgeable and experienced individuals to the Remuneration Committee who have the necessary background in executive compensation and risk management to fulﬁll the Remuneration Committee’s duties and responsibilities. 60/ SOLGOLD ANNUAL REPORT 2018 DIRECTOR COMPENSATION A function of the Remuneration Committee is to assist the Board in fulfilling its responsibilities relating to the compensation of the Directors of the Company. The Remuneration Committee is empowered to review the compensation levels and components of the Company’s Directors and to report and make recommendations thereon to the Board and to consider any other matters which, in the Remuneration Committee’s judgment, should be taken into account in reaching any recommendation to the Board concerning the compensation levels of the Company’s Directors. The Company’s Directors’ compensation program is designed to attract and retain qualified individuals to serve on the Board. Each Non-Executive Director receives base annual salary of A$70,000, all of which is payable in cash and none of which is payable in security based compensation. As Chairman of the Company, Mr. Brian Moller receives a base annual salary of A$110,000. The Executive Director receives a base annual salary of A$400,000. From time to time, the Board, in its discretion, may also compensate Directors with fees for their services on Board projects. The Company has agreed to reimburse Directors for all reasonable expenses incurred in order to attend meetings. REMUNERATION DETAILS Single total figure of remuneration for the years ended 30 June 2018 and 2017: SALARIES AND FEES A$ BONUSES A$ BENEFITS A$ TOTAL BEFORE SHARE OPTIONS A$ Brian Moller Nicholas Mather Robert Weinberg John Bovard Craig Jones James Clare Total remuneration 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 110,000 50,000 400,000 316,667 70,000 50,000 70,000 50,000 70,000 16,667 11,667 – 731,667 483,334 – – – 100,000 – – – – – – – – – 100,000 SUMMARY OF DIRECTORS’ TERMS – – – – – – – – – – – – – – SHARE OPTIONS A$ 633,361 – TOTAL A$ 743,361 50,000 4,433,528 4,833,528 – 380,017 – 380,017 – 380,017 – – – 416,667 450,017 50,000 450,017 50,000 450,017 16,667 11,667 – 110,000 50,000 400,000 416,667 70,000 50,000 70,000 50,000 70,000 16,667 11,667 – 731,667 6,206,940 6,938,607 583,334 – 583,334 DATE OF CONTRACT UNEXPIRED TERM Brian Moller 12 December 2005 Retire by rotation under the Articles of Association of the Company Nicholas Mather 23 June 2017 3 years Robert Weinberg 12 December 2005 John Bovard 2 November 2009 Craig Jones 27 February 2017 James Clare 26 April 2018 Retire by rotation under the Articles of Association of the Company Retire by rotation under the Articles of Association of the Company Retire by rotation under the Articles of Association of the Company Retire by rotation under the Articles of Association of the Company NOTICE PERIOD 3 months 12 months 3 months 3 months 3 months 3 months /61 GOVERNANCEREMUNERATION REPORT CONTINUED SHARE OPTION SCHEMES The share incentive plan (the “Share Incentive Plan”) of the Company was adopted by the Board in July 2017 and approved by shareholders at the annual general meeting held on July 28, 2017. The Company understands that the establishment of a balance between short and long-term compensation is essential for the Company’s sustained performance, including its ability to attract, motivate and retain a pool of talented executives and directors in a very competitive employment market as well as to ensure a proper alignment of the executives and directors interests with those of shareholders. As of 30 June 2018, the following options have been issued under the Share Incentive Plan: BALANCE AT 30 JUNE 2017 GRANTED AS REMUNERATION EXERCISED BALANCE AT 30 JUNE 2018 OPTION PRICE Directors Brian Moller Nicholas Mather Robert Weinberg John Bovard Craig Jones James Clare Total 1,100,000 1,500,000 26,250,000 (1,100,000) 26,250,000 3,750,000 (1,500,000) 3,750,000 – – – – 2,250,000 2,250,000 2,250,000 – – – – – 2,250,000 2,250,000 2,250,000 – 2,600,000 36,750,000 (2,600,000) 36,750,000 60p 60p 60p 60p 60p – EXERCISE PERIOD 28/01/19 – 08/08/20 28/01/19 – 08/08/20 28/01/19 – 08/08/20 28/01/19 – 08/08/20 28/01/19 – 08/08/20 – No consideration is payable for the grant of options under the Share Incentive Plan. The options at 30 June 2018 were unvested. PAYMENTS TO PAST DIRECTORS No payments were made to past directors in the year ended 30 June 2018. PAYMENTS FOR LOSS OF OFFICE No payments for loss of office were made in the year ended 30 June 2018. .STATEMENT OF DIRECTORS’ SHAREHOLDING AND SHARE INTEREST DIRECTORS’ INTERESTS The interests of the Directors in the shares of the Company, including family and trustee holdings where appropriate, were as follows: Brian Moller Nicholas Mather Robert Weinberg John Bovard Craig Jones James Clare BENEFICIAL NON BENEFICIAL 30 JUNE 2018 30 JUNE 2017 30 JUNE 2018 30 JUNE 2017 5,189,121 89,918,275 4,296,091 3,858,813 – – 4,089,121 89,268,275 4,296,091 3,858,813 – – 103,262,300 101,512,300 – – – – – – – – – – – – – – 62/ SOLGOLD ANNUAL REPORT 2018 RELATIONSHIP BETWEEN REMUNERATION AND COMPANY PERFORMANCE During the ﬁnancial year, the Company has generated losses as its principal activity was mineral exploration. The following table show the share price at the end of the ﬁnancial year for the Company for the past ﬁve years: 30 JUNE 2014 30 JUNE 2015 30 JUNE 2016 30 JUNE 2017 30 JUNE 2018 Share price at year end Loss per share (cents) £0.08 (0.8) £0.0225 (0.6) £0.03075 (0.7) £0.3925 (0.3) £0.2280 (1.1) There were no dividends paid during the year ended 30 June 2018 and the previous four years. As the Company is still in the exploration and development stage, the link between remuneration, Company performance and shareholder wealth is tenuous. Share prices are subject to the inﬂuence of metals prices and market sentiment toward the sector, and as such increases or decreases may occur quite independent of Executive performance or remuneration. PERCENTAGE CHANGE IN REMUNERATION OF DIRECTOR UNDERTAKING ROLE OF CHIEF EXECUTIVE Base salary Pension Bonuses CHIEF EXECUTIVE OTHER KEY MANAGEMENT PERSONNEL 2018 400,000 – – 2017 % CHANGE 316,667 – 100,000 26% – -100% 2018 1,109,693 49,685 - 2017 % CHANGE 775,052 52,144 181,472 43% -5% -100% The comparator group chosen is key management employees as the remuneration committee believe this provides the most accurate comparison of underlying increases based on similar annual bonus performances utilised by the Group. RELATIVE IMPORTANCE OF SPEND ON PAY The total expenditure of the Group on remuneration to all employees and Directors (see Notes 4 and 5 to the ﬁnancial statements) is shown below: Employee remuneration Expenditure of exploration and evaluation 2018 25,522,146 81,968,954 2017 8,371,040 19,549,202 STATEMENT OF IMPLEMENTATION OF NEW REMUNERATION POLICY The remuneration policy formed part of the meeting materials at the AGM in January 2018. The policy took effect from 1 July 2017 and will remain in place indeﬁnitely unless changes are deemed necessary by the Remuneration committee. The Company may not make a remuneration payment or payment for loss of office to a person who is, is to be, or has been a Director of the Company unless that payment is consistent with the approved remuneration policy, or has otherwise been approved by a resolution of members. CONSIDERATION BY THE DIRECTORS OF MATTERS RELATING TO DIRECTORS’ REMUNERATION The remuneration committee considered the executive Directors’ remuneration and the Board considered the Non- Executive Directors’ remuneration in the year ended 30 June 2018. Non-Executive Director salary and fees were increased from $50,000 to $70,000 per annum and the Chairman’s salary and fee was increased from $50,000 to $110,000 for the year ended 30 June 2018. External advice was taken in reaching this decision. GOVERNANCE /63 REMUNERATION REPORT CONTINUED REMUNERATION POLICY TABLE The remuneration policy table below is an extract of the Group’s current remuneration policy on Directors’ remuneration, which formed part of the meeting materials at the AGM in January 2018. The approved policy took effect from 1 July 2017. ELEMENT PURPOSE POLICY OPERATION Executive Director BASE SALARY To recognise: • Skills Considered by remuneration committee on appointment. Reviewed annually. Paid monthly in cash. OPPORTUNITY AND PERFORMANCE CONDITION Specific performance conditions are attached to base salaries. BENEFITS • Responsibility • Accountability • Experience • Value To provide a competitive benefits package Set at a level considered appropriate to attract, retain motivate and reward the right individuals. Contractual benefits can include but are not limited to: • Travel allowance • Car parking • Mobile phone The committee retains the discretion to approve changes in contractual benefits in exceptional circumstances or where factors outside the control of the Group lead to increased costs. The costs associated with benefits offered are closely controlled and reviewed on an annual basis. No specific performance conditions are attached to contractual benefits. The value of benefits for each Director for the year ended 30 June 2018 is shown in the table on page 61. BONUSES To reward and incentivise In assessing the performance of the executive team, and in particular to determine whether bonuses are merited the remuneration committee takes into account the overall performance of the business. Bonuses are generally offered in cash or shares. The remuneration committee determines the level of bonus on an annual basis applying such performance conditions and performance measures as it considers appropriate. Performance conditions will be assessed on an annual basis. The performance measures applied may be financial, non-financial, corporate, divisional or individual and in such proportion as the remuneration committee considers appropriate. SHARE OPTIONS To provide Executive Directors with a long-term interest in the Company Granted under the Share Incentive Plan. Offered at appropriate times by the remuneration committee. Entitlement to share options is not subject to any specific performance conditions. Share options will be offered by the remuneration committee as appropriate. The aggregate number of shares over which options may be granted under all of the Company’s option schemes (including any options and awards granted under the Company’s employee share plans) in any period, will not exceed, at the time of grant, 10% of the ordinary share capital of the Company from time to time. 64/ SOLGOLD ANNUAL REPORT 2018 ELEMENT PURPOSE POLICY OPERATION Non-Executive Director BASE SALARY To recognise: • Skills • Experience • Value BENEFITS No benefits offered. Considered by remuneration committee on appointment. Reviewed annually. Paid monthly in cash. Set at a level considered appropriate to attract, retain motivate and reward the right individuals. SHARE OPTIONS To align interest with shareholders. Granted under the Share Incentive Plan. Offered at appropriate times by the remuneration committee. OPPORTUNITY AND PERFORMANCE CONDITION No specific performance conditions are attached to base salaries. Entitlement to share options is not subject to any specific performance conditions. Share options will be offered by the remuneration committee as appropriate. The aggregate number of shares over which options may be granted under all of the Company’s option schemes (including any options and awards granted under the Company’s employee share plans) in any period, will not exceed, at the time of grant, 10% of the ordinary share capital of the Company from time to time. The remuneration committee consider the performance measures outlined in the table above to be appropriate measures of performance and that the KPI’s chosen align the interests of the Directors and shareholders. For details of remuneration of other company employees can be found in Note 5 to the financial statements. /65 GOVERNANCEINDEPENDENT AUDITOR’S REPORT INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SOLGOLD PLC OPINION We have audited the financial statements of SolGold plc (the ‘parent company’) and its subsidiaries (the ‘Group’) for the year ended 30 June 2018, which comprise the Consolidated Statement of Profit or Loss and Comprehensive Income, Consolidated and Company Statements of Financial Position, Consolidated and Company Statement of Changes in Equity, Consolidated and Company Statements of Cash Flows and notes to the financial statements including a summary of significant accounting policies. 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. In our opinion the financial statements: • give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 30 June 2018 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; and, as regards the Group financial statements, Article 4 of the IAS Regulation. BASIS FOR OPINION We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. CONCLUSIONS RELATING TO GOING CONCERN We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: • the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or • the Directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group’s or the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. KEY AUDIT MATTERS Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 66/ SOLGOLD ANNUAL REPORT 2018 KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN OUR AUDIT Carrying value of Exploration and Evaluation assets The Group’s intangible exploration and evaluation assets (‘E&E assets’) represent the most signiﬁcant asset on its statement of ﬁnancial position totalling AU$ 142.9m as at 30 June 2018. Total Assets Intangible E&E assets Other non-current assets Other receivables and prepayments Cash Management are required to assess the carrying value of E&E assets and consider whether there is any indication that the E&E assets may be impaired at 30 June 2018. Given the signiﬁcance of the E&E assets on the Group’s statement of ﬁnancial position and the signiﬁcant management judgement which is required to be applied in the assessment of whether any indicators of impairment exist there is considered to be an increased risk of material misstatement of the ﬁnancial statements in this regard. OUR APPLICATION OF MATERIALITY We evaluated Management’s and the Board’s assessment of potential indicators of impairment of the E&E assets. Our speciﬁc audit testing in this regard included: • The veriﬁcation of license status, in order to conﬁrm legal title • Reviewing exploration activity to assess whether there was any evidence from exploration results to date which would indicate a potential impairment • Obtaining approved budget forecasts and minutes of Management and Board meetings to conﬁrm whether or not the Group intended to continue to explore project area, and • In order to obtain an understanding of Management’s expectation of commercial viability reviewed any available technical documentation, discussed results and operations with the operational site teams and conducted a site visit to the Cascabel license area. • We also assessed the disclosures included in the ﬁnancial statements. MATERIALITY 30 JUNE 2018 30 JUNE 2017 BASIS OF MATERIALITY Materiality for the ﬁnancial statements as a whole Materiality for the parent company ﬁnancial statements AU$3.0m AU$2.5m 1.3% of total assets (2017:1.5% of total assets) AU$1.5m AU$1.13m Capped at 50% of Group materiality We consider total assets to be the ﬁnancial metric of the most interest to shareholders and other users of the ﬁnancial statements, given the Company’s current focus on the exploration of its assets. Total assets was therefore considered to be the most appropriate basis for materiality. We apply the concept of materiality both in planning and performing our audit and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could inﬂuence the economic decisions of reasonable users that are taken on the basis of the ﬁnancial statements. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account the nature of identiﬁed misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the ﬁnancial statements as a whole. GOVERNANCE /67 INDEPENDENT AUDITOR’S REPORT CONTINUED INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SOLGOLD PLC CONTINUED The audit of ENSA was performed in Ecuador by a BDO member ﬁrm. All audit work (full scope audit or review work) was conducted by BDO LLP and BDO member ﬁrms. As part of our audit strategy the Group audit team were present onsite in Ecuador during the planning, execution and completion of the Ecuadorian audit work by the Ecuadorian audit team. BDO LLP had full access to all audit working papers of the signiﬁcant component audited by the BDO member ﬁrm. OTHER INFORMATION The Directors are responsible for the other information. The other information comprises the information included in the annual report, other than the ﬁnancial statements and our auditor’s report thereon. Our opinion on the ﬁnancial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the ﬁnancial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the ﬁnancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the ﬁnancial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006 In our opinion, based on the work undertaken in the course of the audit: • the information given in the Strategic Report and the Directors’ report for the ﬁnancial year for which the ﬁnancial statements are prepared is consistent with the ﬁnancial statements; and • the Strategic Report and the Directors’ report have been prepared in accordance with applicable legal requirements; and • the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. Performance materiality is the application of materiality at the individual account or balance level and is set at an amount which reduces to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the ﬁnancial statements as a whole. Performance materiality was set at 75% (2017: 75%) of the above materiality levels. Whilst materiality for the ﬁnancial statements as whole was AU$3m, each signiﬁcant component was audited to a lower level of materiality ranging from AU$0.3m to AU$1.5m (2017: AU$0.3m to AU$1.3m). Such materialities are used to determine the ﬁnancial statement areas that are included within the scope of our audit and the extent of sample sizes tested during the audit. We agreed with the Audit Committee that we would report to the Committee all individual audit differences identiﬁed during the course of our audit in excess of AU$150,000 (2017: AU$ 125,000). There were no misstatements identiﬁed during the course of our audit that were individually, or in aggregate, considered to be material in terms of their absolute monetary value or on qualitative grounds. AN OVERVIEW OF THE SCOPE OF OUR AUDIT Our Group audit scope focussed on the Group’s principal mining entity, Exploraciones Novomining S.A (“ENSA”). ENSA holds the Cascabel exploration project. ENSA was subject to a full scope audit. The two other signiﬁcant components were determined to be the parent company and the Group consolidation which were also both subject to a full scope audit. The remaining components of the Group were considered non-signiﬁcant and such components were subject to analytical review procedures together with substantive testing on Group audit risk areas determined to be applicable to a particular component (‘review work’). We set out below the extent to which the Group’s total assets were subject to full scope audit procedure versus analytical review procedures. AUDIT SCOPE 100 80 60 40 20 0 2017 2018 Full scope Review work 68/ SOLGOLD ANNUAL REPORT 2018 MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identiﬁed material misstatements in the Strategic report or the Directors’ report. A further description of our responsibilities for the audit of the ﬁnancial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditor’s report. OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or • the parent company ﬁnancial statements and the part of the Directors’ remuneration report to be audited 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. RESPONSIBILITIES OF DIRECTORS As explained more fully in the Directors’ responsibilities statement set out on [page 59], the Directors are responsible for the preparation of the ﬁnancial statements and for being satisﬁed that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of ﬁnancial statements that are free from material misstatement, whether due to fraud or error. In preparing the ﬁnancial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the ﬁnancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to inﬂuence the economic decisions of users taken on the basis of these ﬁnancial statements. Following the recommendation of the Audit Committee, we were appointed to audit the ﬁnancial statements for the year ended 30 June 2006 and subsequent ﬁnancial periods. In respect of the year ended 30 June 2018 we were reappointed as auditor by the members of the Company at the annual general meeting held on 30 January 2018. The period of total uninterrupted engagement is 13 years, covering the years ended 30 June 2006 to 30 June 2018. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent Company and we remain independent of the Group and the Parent Company in conducting our audit. Our audit opinion is consistent with the additional report to the Audit Committee. USE OF OUR REPORT 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. ANNE SAYERS (SENIOR STATUTORY AUDITOR) For and on behalf of BDO LLP, Statutory Auditor London BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). GOVERNANCE /69 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2018 Expenses Exploration costs written-off Administrative expenses Operating loss Finance income Finance costs Loss before tax Tax (expense) benefit Loss for the year Other comprehensive (loss) / profit Items that may be reclassified into profit or loss NOTES GROUP 2018 A$ GROUP 2017 A$ 12 3 6 6 7 (377,038) (15,568,490) (15,945,528) 677,892 – (15,267,636) (4,415,424) (19,683,060) (17,310) (8,232,307) (8,249,617) 69 (73,502) (8,323,050) 3,823,078 (4,499,972) Change in fair value of available-for-sale financial assets net of tax 10a / 14 Exchange differences on translation of foreign operations (6,244,922) 4,500,418 8,920,515 (2,089,272) Items that will not be reclassified Change in Ecuador pension Total comprehensive (loss) / profit for the year Loss for the year attributable to: Owners of the parent company Non-controlling interest Total comprehensive (loss) / profit for the year attributable to: Owners of the parent company Non-controlling interest (68,268) – (21,495,832) 2,331,271 (19,517,402) (165,658) (4,418,025) (81,947) (19,683,060) (4,499,972) (21,676,760) 180,928 (21,495,832) 2,697,343 (366,072) 2,331,271 CENTS PER SHARE CENTS PER SHARE Loss per share Basic loss per share Diluted loss per share 8 8 (1.2) (1.2) (0.7) (0.7) The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. 70/ SOLGOLD ANNUAL REPORT 2018CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2018 Registered Number 5449516 NOTES GROUP 2018 A$ COMPANY 2017 A$ 2018 A$ 2017 A$ Assets Property, plant and equipment Intangible assets Investment in subsidiaries 11 12 9 4,278,038 1,777,937 158,121 189,342 142,882,867 59,723,105 – – – – 146,415,708 64,289,892 Investment in available-for-sale securities 10(a) 5,445,408 14,366,304 5,437,408 14,360,725 Loans receivable and other non-current assets Total non-current assets Other receivables and prepayments Cash and cash equivalents Total current assets Total assets Equity Share capital Share premium Other reserves Accumulated loss 13 15 16 17 17 1,207,745 226,175 923,879 90,137 153,814,058 76,093,521 152,935,116 78,930,096 4,230,054 1,307,344 546,886 780,168 81,825,617 89,312,743 79,628,278 88,669,626 86,055,671 90,620,087 80,175,164 89,449,794 239,869,729 166,713,608 233,110,280 168,379,890 29,513,563 26,376,265 29,513,563 26,376,265 273,572,301 199,322,436 273,572,301 199,322,436 23,741,415 15,385,705 19,579,998 15,309,852 (96,329,208) (76,869,038) (91,429,630) (73,389,037) Equity attributable to owners of the parent company 230,498,071 164,215,368 231,236,232 167,619,516 Non-controlling interest (62,007) (242,935) – – Total equity Liabilities Trade and other payables Total current liabilities Total liabilities Total equity and liabilities 230,436,064 163,972,433 231,236,232 167,619,516 18 9,433,665 9,433,665 9,433,665 2,741,175 2,741,175 2,741,175 1,874,048 1,874,048 1,874,048 760,374 760,374 760,374 239,869,729 166,713,608 233,110,280 168,379,890 The above consolidated and Company statements of ﬁnancial position should be read in conjunction with the accompanying notes. 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 Company’s loss for the year was A$18,097,825 (2017: A$3,912,536). The ﬁnancial statements were approved and authorised for issue by the Board and were signed on its behalf on 27 September 2018. The ﬁnancial statements were approved and authorised for issue by the Board and were signed on its behalf on 27 September 2018. NICHOLAS MATHER NICHOLAS MATHER Director FINANCIAL STATEMENTS /71 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018 Balance at 30 June 2016 17,015,019 87,488,507 (141,299) 1,104,337 SHARE CAPITAL A$ SHARE PREMIUM A$ AVAILABLE-FOR- SALE FINANCIAL ASSETS RESERVE A$ SHARE OPTION RESERVE A$ Loss for the year Other comprehensive income Total comprehensive income for the year New share capital subscribed Options exercised Share issue costs Options expired Value of shares and options issued to Directors, employees and consultants – – – 9,282,812 78,434 – – – – – – – 8,920,515 8,920,515 117,092,097 1,216,906 (6,475,074) – – – – – – – Balance at 30 June 2017 26,376,265 199,322,436 8,779,216 Loss for the year Other comprehensive income Total comprehensive income for the year New share capital subscribed Options exercised Share issue costs (net of deferred tax of A$1,739,029) Options expired Value of share and options issued to Directors, employees and consultants – – – 3,093,343 43,955 – – – – – – – (6,244,922) (6,244,922) 74,389,805 879,106 (1,019,046) – – – – – – – Balance at 30 June 2018 29,513,563 273,572,301 2,534,294 The above statement of changes in equity should be read in conjunction with the accompanying notes. – – – – – – (38,351) 5,464,650 6,530,636 – – – – – 3,411 (57,232) 10,568,889 17,045,704 72/ FOREIGN CURRENCY TRANSLATION RESERVE A$ 1,948,864 (1,805,147) (1,805,147) OTHER ACCUMULATED RESERVES A$ LOSS A$ TOTAL A$ (67,864) (72,489,364) 34,858,200 (4,418,025) (4,418,025) (4,418,025) NON- CONTROLLING INTERESTS A$ 123,137 (81,947) (284,125) (366,072) – – – – – – – – – – – – – – – – – – – – – – – – – 38,351 – – – – – – – – – – – 57,232 7,115,368 2,697,343 126,374,909 1,295,340 (6,475,074) 5,464,650 (19,517,402) (2,159,358) 77,483,148 923,061 (1,015,635) – 10,568,889 TOTAL EQUITY A$ 34,981,337 (4,499,972) 6,831,244 2,331,271 126,374,909 1,295,340 (6,475,074) – 5,464,650 (1,812,772) (21,495,832) 77,483,148 923,061 (1,015,635) – 10,568,889 – – – – – – – – – – 143,717 (67,864) (76,869,038) 164,215,368 (242,935) 163,972,433 4,153,832 4,153,832 (68,268) (68,268) (19,517,402) (21,676,760) 346,586 180,928 (19,517,402) (165,658) (19,683,060) 4,297,549 (136,132) (96,329,208) 230,498,071 (62,007) 230,436,064 SOLGOLD ANNUAL REPORT 2018Loss for the year Other comprehensive income Total comprehensive income for the year New share capital subscribed Options exercised Share issue costs Options expired Value of shares and options issued to Directors, employees and consultants Loss for the year Other comprehensive income Total comprehensive income for the year New share capital subscribed Options exercised Share issue costs Options expired (net of deferred tax of A$1,739,029) Value of share and options issued to Directors, employees and consultants SHARE CAPITAL A$ AVAILABLE-FOR- SHARE SALE FINANCIAL SHARE OPTION PREMIUM ASSETS RESERVE A$ A$ (141,299) RESERVE A$ 1,104,337 9,282,812 78,434 117,092,097 1,216,906 (6,475,074) 3,093,343 43,955 74,389,805 879,106 (1,019,046) – – – – – – – – – – – – – – – – – – – – – – 8,920,515 8,920,515 (6,244,922) (6,244,922) – – – – – – – – – – – – – – – – – – – – – – – (38,351) 5,464,650 6,530,636 3,411 (57,232) 10,568,889 17,045,704 Balance at 30 June 2016 17,015,019 87,488,507 1,948,864 (67,864) (72,489,364) 34,858,200 123,137 34,981,337 FOREIGN CURRENCY TRANSLATION RESERVE A$ OTHER RESERVES A$ ACCUMULATED LOSS A$ NON- CONTROLLING INTERESTS A$ TOTAL A$ TOTAL EQUITY A$ Balance at 30 June 2017 26,376,265 199,322,436 8,779,216 143,717 (67,864) (76,869,038) 164,215,368 (242,935) 163,972,433 – (1,805,147) (1,805,147) – – – – – – – – – – – – – (4,418,025) (4,418,025) – (4,418,025) – – – 7,115,368 2,697,343 126,374,909 1,295,340 (6,475,074) 38,351 – – 5,464,650 (81,947) (284,125) (366,072) – – – – – (4,499,972) 6,831,244 2,331,271 126,374,909 1,295,340 (6,475,074) – 5,464,650 Balance at 30 June 2018 29,513,563 273,572,301 2,534,294 4,297,549 (136,132) (96,329,208) 230,498,071 (62,007) 230,436,064 The above statement of changes in equity should be read in conjunction with the accompanying notes. – 4,153,832 4,153,832 (68,268) (68,268) (19,517,402) – (19,517,402) (2,159,358) (19,517,402) (21,676,760) – – – – – – – – – – – – – 57,232 77,483,148 923,061 (1,015,635) – – 10,568,889 (165,658) (19,683,060) 346,586 180,928 – – – – – (1,812,772) (21,495,832) 77,483,148 923,061 (1,015,635) – 10,568,889 /73 FINANCIAL STATEMENTSCOMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018 Balance at 30 June 2016 Loss for the year Other comprehensive income Total comprehensive income for the year New share capital subscribed Options exercised Share issue costs Options expired Value of shares and options issued to Directors, employees and consultants Balance at 30 June 2017 Loss for the year Other comprehensive income for the year Total comprehensive income for the year New share capital subscribed Options exercised Share issue costs (net of deferred tax of A$ 1,739,029) Options expired Value of shares and options issued to Directors, employees and consultants Balance at 30 June 2018 SHARE CAPITAL A$ SHARE PREMIUM A$ 17,015,019 87,488,507 – – – 9,282,812 78,434 – – – – – – 117,092,097 1,216,906 (6,475,074) – – AVAILABLE-FOR- SALE FINANCIAL ASSETS A$ (141,299) – 8,920,515 8,920,515 – – – – – 26,376,265 199,322,436 8,779,216 – – – 3,093,343 43,955 – – – – – – – (6,244,922) (6,244,922) 74,389,805 879,106 (1,019,046) – – – – – – – 29,513,563 273,572,301 2,534,294 The above statement of changes in equity should be read in conjunction with the accompanying notes. SHARE OPTION ACCUMULATED RESERVE A$ 1,104,337 LOSS A$ TOTAL A$ (69,514,852) 35,951,712 (3,912,536) (3,912,538) (3,912,536) (38,351) 38,351 – – – – – – – – – – – (73,389,037) (18,097,825) (18,097,825) 57,232 (91,429,630) 8,920,515 5,007,979 126,374,909 1,295,340 (6,475,074) 5,464,650 167,619,516 (18,097,825) (6,244,922) (24,342,747) 77,483,148 923,061 (1,015,635) – 10,568,889 231,236,232 – – – – – – – – – – – 5,464,650 6,530,636 3,411 (57,232) 10,568,889 17,045,704 74/ SOLGOLD ANNUAL REPORT 2018Balance at 30 June 2016 Loss for the year Other comprehensive income Total comprehensive income for the year New share capital subscribed Options exercised Share issue costs Options expired Value of shares and options issued to Directors, employees and consultants Balance at 30 June 2017 Loss for the year Other comprehensive income for the year Total comprehensive income for the year New share capital subscribed Options exercised Share issue costs (net of deferred tax of A$ 1,739,029) Options expired Value of shares and options issued to Directors, employees and consultants Balance at 30 June 2018 AVAILABLE-FOR- SHARE SALE FINANCIAL SHARE CAPITAL A$ PREMIUM A$ 17,015,019 87,488,507 9,282,812 78,434 117,092,097 1,216,906 (6,475,074) 26,376,265 199,322,436 8,779,216 ASSETS A$ (141,299) 8,920,515 8,920,515 (6,244,922) (6,244,922) – – – – – – – – – – – – – – – – – – – – – – 3,093,343 43,955 74,389,805 879,106 (1,019,046) – – – – – – – – – – – – The above statement of changes in equity should be read in conjunction with the accompanying notes. 29,513,563 273,572,301 2,534,294 SHARE OPTION RESERVE A$ ACCUMULATED LOSS A$ TOTAL A$ 1,104,337 (69,514,852) 35,951,712 – – – – – – (3,912,536) (3,912,538) – (3,912,536) – – – 8,920,515 5,007,979 126,374,909 1,295,340 (6,475,074) (38,351) 38,351 – 5,464,650 6,530,636 – – – – – 3,411 (57,232) 10,568,889 17,045,704 – (73,389,037) (18,097,825) – (18,097,825) – – – 57,232 – (91,429,630) 5,464,650 167,619,516 (18,097,825) (6,244,922) (24,342,747) 77,483,148 923,061 (1,015,635) – 10,568,889 231,236,232 /75 FINANCIAL STATEMENTSCONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2018 GROUP 2018 A$ 2017 A$ COMPANY 2018 A$ 2017 A$ NOTES Cash flows from operating activities Loss for the year Depreciation (19,683,060) (4,499,972) (18,097,825) (3,912,536) 11 80,454 36,713 48,223 35,855 Share based payment expense 5 / 19 10,568,889 2,239,533 10,568,889 2,239,533 Write-off of exploration expenditure Foreign exchange (gain) / loss Deferred taxes (Increase) / decrease in other receivables and prepayments 12 14 377,038 17,310 – – (4,106,856) 1,032,010 (4,106,856) 1,032,010 4,415,424 (3,823,078) 4,415,424 (3,823,078) (Decrease) / increase in trade and other payables 378,182 454,139 (455,941) (353,550) (387,251) 318,367 8,718 (214,060) Net cash outflow from operating activities (8,425,870) (4,896,895) (7,241,029) (4,633,558) Cash flows from investing activities Security deposit (payments) / refunds (4,063,394) (102,201) (833,742) (90,137) (215,748) – (4,207) – – Acquisition of property, plant and equipment Acquisition of exploration and evaluation assets Investment in subsidiaries Loans advanced to subsidiaries 11 12 9 (72,796,241) (21,739,184) – – – – (2,580,555) (1,439,250) (17,002) (81,328,509) (23,799,262) Net cash outflow from investing activities (79,440,190) (23,280,635) (82,179,253) (24,109,354) Cash flows from financing activities Proceeds from the issue of ordinary share capital 17 79,026,742 117,862,952 79,026,742 117,862,952 Payment of issue costs Proceeds from borrowing (2,754,664) (288,339) (2,754,664) (288,339) – 852,736 – 852,736 Net cash inflow from financing activities 76,272,078 118,427,349 76,272,078 118,427,349 Net (decrease) / increase in cash and cash equivalents (11,593,982) 90,249,820 (13,148,204) 89,684,437 Cash and cash equivalents at the beginning of year 89,312,743 94,933 88,669,626 17,199 Effect of foreign exchange on cash 4,106,856 (1,032,010) 4,106,856 (1,032,010) Cash and cash equivalents at end of year 16 81,825,617 89,312,743 79,628,278 88,669,626 The above statements of cash flows should be read in conjunction with the accompanying notes. 76/ SOLGOLD ANNUAL REPORT 2018NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 NOTE 1 ACCOUNTING POLICIES (C) BASIS OF CONSOLIDATION SolGold plc (‘the Company or ‘SolGold’) is domiciled in London, United Kingdom and was incorporated on 11 May 2015, with company registration number 5449516. SolGold is a public limited company which is dual listed on the London Stock Exchange and the Toronto Stock Exchange. The address of the Company’s registered office is 201 Bishopsgate, London EC2M 3AB, United Kingdom. (A) STATEMENT OF COMPLIANCE The consolidated ﬁnancial statements and Company ﬁnancial statements have been prepared in accordance with International Financial Reporting Standards and their interpretations issued by the International Accounting Standards Board (IASB), as adopted by the European Union (‘IFRS’). They have also been prepared in accordance with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated ﬁnancial statements also comply with IFRS as issued by the IASB, as is required as a result of the Company’s listing on TSX in Canada. 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. From incorporation the Group has prepared the annual consolidated ﬁnancial statements in accordance with IFRS. 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. The Company currently has sufficient working capital levels to carry out its planned exploration activities for the following 12 months however, 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. (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. 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 and share of other comprehensive income in the statement of proﬁt or loss and 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. FINANCIAL STATEMENTS /77 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 30 JUNE 2018 NOTE 1 ACCOUNTING POLICIES CONTINUED (III) DEPRECIATION (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. Transactions in foreign currencies are translated at the exchange rate ruling on transaction date. Intercompany loans between the parent and subsidiaries are translated at the rate the loan was made to the subsidiary. Any exchange differences are taken to other comprehensive income. On disposal of an entity, cumulative 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 2018 were £0.5606/A$1.0, US$0.7433/A$1.0 and SBD$6.05/ A$1.0 (30 June 2017: £0.5951/A$1.0, US$0.7692/A$1.0 and SBD$5.9401/A$1.0). The average exchange rate applied for the year ended 30 June 2018 was US$0.7687/A$1.0 (2017: US$0.7545/A$1.0). (E) PROPERTY, PLANT AND EQUIPMENT (I) OWNED ASSETS Items of property, plant and equipment are stated at cost less accumulated depreciation (see below) and impairment losses (see accounting policy i below). (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. 78/ SOLGOLD ANNUAL REPORT 2018 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 Buildings Land 3 years 5 years 5 years 5 years 12 years Not depreciated 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 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. (G) LOANS RECEIVABLES, OTHER RECEIVABLES AND PREPAYMENTS 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 exists 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. (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 and amortised over the vesting periods. Share based payments to non-employees are measured at the fair value of goods or services rendered or the fair value of the equity instrument issued, if it is determined the fair value of the goods or services cannot be reliably measured. 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. FINANCIAL STATEMENTS /79 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 30 JUNE 2018 NOTE 1 ACCOUNTING POLICIES CONTINUED (R) SEGMENT REPORTING (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. A contingent asset or liability is disclosed in the notes to the ﬁnancial statements when an uncertainty exists and the amount of the asset or liability cannot be reliably measured. (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. 80/ SOLGOLD ANNUAL REPORT 2018 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 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 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. CLASSIFICATION AND SUBSEQUENT MEASUREMENT (i) Loans and receivables Loans and receivables are non-derivative ﬁnancial assets with ﬁxed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method. (ii) 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 Non-derivative ﬁnancial liabilities (excluding ﬁnancial guarantees) are subsequently measured at amortised cost using the effective interest rate method. (v) 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 (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. 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. 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. FINANCIAL STATEMENTS /81 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 30 JUNE 2018 NOTE 1 ACCOUNTING POLICIES CONTINUED (I) SUBSIDIARY INVESTMENTS (V) FINANCIAL INSTRUMENTS CONTINUED 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. (W) ACCOUNTING POLICIES FOR THE COMPANY The accounting policies applied to the Company are consistent with those adopted by the Group with the exception of the following: 82/ SOLGOLD ANNUAL REPORT 2018 Investments in subsidiary undertakings are stated at cost less impairment losses. Expenditure incurred by plc on behalf of a subsidiary, and where the subsidiary does not reimburse the Company 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) 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. (II) 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; and • 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. (V) OTHER RESERVES This reserve is used to adjust the pension liability to fair value for the deﬁned beneﬁt pension plan maintained for the Group’s employees in Ecuador. (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: • Amendment to IAS 12, ‘Income taxes’, regarding recognition of deferred tax assets for unrealised losses’. • Amendment to IAS 7, ‘Cash ﬂow statements’, regarding the Disclosure initiative. • Annual improvements 2014-2016 IFRS 12, ‘Disclosure of interests in other entities’. 1 January 2018 1 January 2018 1 January 2018 1 January 2019 1 January 2021 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 mandatory in the EU. They are also not yet mandatory in accordance with IFRSs as issued by the IASB. The list below includes only standards and interpretations that could have an impact on the Consolidated Financial Statements of the Group. EFFECTIVE PERIOD COMMENCING ON OR AFTER Share based payments – classiﬁcation and measurement of share based payment transactions 1 January 2018 IFRS 2 IFRS 9 Financial instruments IFRS 15 Revenue from contracts with customers IFRIC 221 Foreign currency transactions and advance considerations IFRS 16 Leases IFRS 171 Insurance contracts 1 Not yet adopted by the European Union IFRS 9 Financial instruments IFRS 16 Leases The complete standard was 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 does not expect a material impact on its Consolidated Financial Statements by adopting this standard during the ﬁnancial year ending 30 June 2019. IFRS 15 Revenue from contracts with customers The new standard was issued in May 2014. IFRS 15 provides a single, principles-based model to be applied to all contracts with customers. Generally, revenue will be recognised when control of a good or service transfers to a customer. Guidance is provided on topics such as the point at which revenue is recognised, accounting for variable consideration, costs of fulﬁlling and obtaining a contract and various related matters. New disclosures regarding revenue are also introduced. The Group will apply the new standard from its application date, 1 July 2018. Management has assessed the effects of applying IFRS 15 on the Group’s ﬁnancial statements and has determined that, apart from providing more extensive disclosures on the Group’s revenue transactions, the application of IFRS 15 will not have an impact on the Group’s ﬁnancial statements. No cumulative impact is expected from the initial implementation of IFRS 15 as the Group is still currently in the exploration phase and has not generated any revenues. 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. Management has made a preliminary assessment of the effects of applying IFRS 16 on the Group’s ﬁnancial statements and has determined that it is likely to have an immaterial impact in the future periods. IFRS 17 Insurance contracts The new standard was issued in May 2017. IFRS 17 requires a current measurement model, where estimates are remeasured in each reporting period. The measurement is based on the building blocks of discounted, probability- weighted cash ﬂows, a risk adjustment and a contractual service margin. Management has made a preliminary assessment of the effects of applying IFRS 17 on the Group’s ﬁnancial statements and has determined that it is likely to have an immaterial impact in the future periods. FINANCIAL STATEMENTS /83 NOTE 2 SEGMENT REPORTING 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. SHARE BASED PAYMENTS A$ NON- CURRENT ASSET ADDITIONS A$ – – – 70,927,717 14,101,256 804,462 FINANCE INCOME A$ DEPRECIATION A$ IMPAIRMENT OF E&E A$ LOSS FOR THE YEAR A$ ASSETS A$ LIABILITIES A$ 31,882 – (1,106,535) 120,947,506 6,810,450 30 JUNE 2018 Cascabel project * Other Ecuadorian projects Other projects – 211 66 Corporate Total 677,615 677,892 – (18,097,829) 86,700,049 1,874,050 10,568,889 (8,112,898) 377,038 (19,683,060) 239,869,729 9,433,665 10,568,889 77,720,537 376,148 (395,447) 18,882,929 890 (83,249) 13,339,245 636,681 112,484 – 349 48,223 80,454 FINANCE INCOME A$ DEPRECIATION A$ IMPAIRMENT OF E&E A$ LOSS FOR THE YEAR A$ ASSETS A$ LIABILITIES A$ SHARE BASED PAYMENTS A$ NON- CURRENT ASSET ADDITIONS A$ 30 JUNE 2017 Cascabel project * Other Ecuadorian projects Other projects Corporate Total – – 69 – 69 – – 858 35,855 36,713 – – (546,315) 49,132,923 1,783,879 – 16,590,892 (6,487) 3,355,760 17,310 (34,634) 12,495,730 186,211 8,408 – – 3,355,760 484 – (3,912,536) 101,729,194 762,677 2,239,533 12,944,385 17,310 (4,499,972) 166,713,607 2,741,175 2,239,533 32,891,521 * The Cascabel project is held the subsidiary Exploraciones Novomining S.A. which is 15% owned by a non-controlling interest. See further details of the subsidiary in note 9. 84/ FOR THE YEAR ENDED 30 JUNE 2018NOTES TO THE FINANCIAL STATEMENTS CONTINUEDSOLGOLD ANNUAL REPORT 2018GEOGRAPHICAL INFORMATION NON-CURRENT ASSETS UK Australia Solomon Islands Ecuador The Group had no revenue during the current and prior year. NOTE 3 OPERATING LOSS The operating 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 The review of the Company’s interim accounts Amounts received or due and receivable by related practices of BDO (UK) for: The audit of subsidiary undertakings Depreciation Foreign exchange (gains)/losses Share based payments NOTE 4 STAFF NUMBERS AND COSTS Corporate ﬁnance and administration Technical GROUP 2018 22 433 455 2017 17 238 255 The aggregate payroll costs of the average number of employees was: Wages and salaries Contributions to superannuation Share based payments Total staff costs GROUP 2018 A$ 14,900,722 52,535 10,568,889 25,522,146 2017 A$ 5,454,825 54,320 2,239,533 7,748,678 2018 A$ – 2017 A$ – 17,418,251 24,726,686 – 136,395,807 153,814,058 – 51,366,835 76,093,521 GROUP 2018 A$ GROUP 2017 A$ 257,945 55,584 117,627 – 62,532 79,714 80,454 (4,115,511) 10,568,889 36,713 1,032,010 2,239,533 COMPANY 2018 12 6 18 COMPANY 2018 A$ 2,410,956 52,535 10,568,889 13,032,380 2017 12 3 15 2017 A$ 1,240,536 54,320 2,239,533 3,534,389 Included within total staff costs is A$13,009,135 (2017: A$5,002,689) which has been capitalised as part of deferred exploration costs. FINANCIAL STATEMENTS /85 NOTE 5 REMUNERATION OF KEY MANAGEMENT PERSONNEL BASIC ANNUAL SALARY A$ OTHER BENEFITS1 A$ PENSIONS A$ TOTAL REMUNERATION A$ 2018 Directors Nicholas Mather2 (highest paid Director) Brian Moller2 Robert Weinberg John Bovard Craig Jones James Clare Other Key Management Personnel3 Total paid to Key Management Personnel Other staff and contractors Total 400,000 110,000 70,000 70,000 70,000 11,667 1,109,693 1,841,360 13,059,362 14,900,722 4,433,528 633,361 380,017 380,017 380,017 – 3,392,676 9,599,616 969,273 10,568,889 – – – – – – 49,685 49,685 2,850 52,535 4,833,528 743,361 450,017 450,017 450,017 11,667 4,552,054 11,490,661 14,031,485 25,522,146 1 2. 3 Other Benefits represents the fair value of the share options granted during the year based on either the Black-Scholes model or Monte Carlo Simulation considering the effects of the vesting conditions. During the year Mr Mather and Mr Moller exercised a total of 2,600,000 options granted under the employee share option plan (2017: nil). The nominal gain on the date of exercise of the share options was A$754,910. Other Key Management Personnel consist of the aggregated remuneration of Karl Schlobohm (Company Secretary), Priy Jayasuriya (Chief Financial Officer), Jason Ward (Chief Geologist), Benn Whistler (Technical Geologist), Eduardo Valenzuela (Study Manager) and Lazaro Roque- Albelo (Latin Affairs Manager). BASIC ANNUAL SALARY A$ OTHER BENEFITS1 A$ PENSIONS A$ TOTAL REMUNERATION A$ 2017 Directors Nicholas Mather (highest paid Director) Brian Moller Robert Weinberg2 John Bovard2 Scott A Caldwell Craig Jones Other Key Management Personnel3 Total paid to Key Management Personnel Other staff and contractors Total 416,667 50,000 50,000 50,000 39,028 16,667 956,524 1,578,886 4,040,645 5,619,531 – – – – – – 181,473 181,473 2,058,061 2,239,534 – – – – – – 52,144 52,144 459,832 511,976 416,667 50,000 50,000 50,000 39,028 16,667 1,190,141 1,812,503 6,558,537 8,371,040 1 2. 3 Other Benefits represents the fair value of the share options granted during the year based on either the Black-Scholes model or Monte Carlo Simulation considering the effects of the vesting conditions. During the year Mr Robert Weinberg and Mr John Bovard exercised a total of 1,760,000 options granted under the employee share option plan (2016: nil). The nominal gain on the date of exercise of the share options was A$465,399. Other Key Management Personnel consist of the aggregated remuneration of Karl Schlobohm (Company Secretary), Priy Jayasuriya (Chief Financial Officer), Jason Ward (Chief Geologist), Benn Whistler (Technical Geologist) and Lazaro Roque-Albelo (Latin Affairs Manager). During the year, A$49,685 employer’s social security costs (2017: A$52,144) were paid in respect of remuneration for key management personnel. 86/ FOR THE YEAR ENDED 30 JUNE 2018NOTES TO THE FINANCIAL STATEMENTS CONTINUEDSOLGOLD ANNUAL REPORT 2018NOTE 6 FINANCE INCOME AND COSTS Interest income Finance income Interest cost Finance costs NOTE 7 TAX EXPENSE GROUP 2018 A$ 677,892 677,892 – – GROUP 2017 A$ 69 69 (73,502) (73,502) 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% (2017: 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% (2017: 30%) Add (less) tax effect of: Permanent differences Derecognise (Recognise) prior year losses Prior period adjustments to true-up tax return Other GROUP 2018 A$ GROUP 2017 A$ (15,267,636) (4,580,291) (8,323,050) (2,496,915) 3,194,567 6,365,927 (684,691) 119,912 670,818 (1,983,330) – (13,651) Income tax (expense) beneﬁt on loss (4,415,424) 3,823,078 Components of tax (expense) / beneﬁt on other comprehensive income comprise of: Valuation gains on available for sale investments (see note 14) Income tax (expense) beneﬁt on other comprehensive income 2,676,395 2,676,395 (3,823,078) (3,823,078) Amounts recognised directly in equity Net deferred tax credited directly to equity Income tax (expense) beneﬁt recognised directly in equity 1,739,029 1,739,029 – – Deferred tax assets are recognised only to the extent of deferred tax liabilities. Where deferred tax assets exceed deferred tax liabilities, deferred tax assets on carried forward tax losses are derecognised in the ﬁrst instance. FACTORS THAT MAY AFFECT FUTURE TAX CHARGES The Group has carried forward gross tax losses of approximately A$173.1 million (2017: A$86.2 million). These losses may be deductible against future taxable income dependent upon the on-going satisfaction by the relevant Group Company of various tax integrity measures applicable in the jurisdiction where the tax loss has been incurred. The jurisdictions in which tax losses have been incurred include Australia, Ecuador and the Solomon Islands. Tax losses in Australia can be carried forward indeﬁnitely while in Ecuador, tax losses may be carried forward and offset against proﬁts in the following ﬁve years, provided that the amount offset does not exceed 25% of the year’s proﬁts. FINANCIAL STATEMENTS /87 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 30 JUNE 2018 NOTE 8 LOSS PER SHARE Basic loss per share Diluted loss per share (A) LOSS 2018 2017 CENTS PER SHARE CENTS PER SHARE (1.2) (1.2) 2018 A$ (0.3) (0.3) 2017 A$ Loss used to calculate basic and diluted loss per share (19,517,402) (4,418,025) (B) WEIGHTED AVERAGE NUMBER OF SHARES Used in calculating basic LPS Weighted average number of dilutive options Weighted average number of ordinary shares and potential ordinary shares used in calculating dilutive LPS NOTE 9 INVESTMENTS IN SUBSIDIARY UNDERTAKINGS COUNTRY OF INCORPORATION AND OPERATION REGISTERED ADDRESS Australian Resources Management (ARM) Pty Ltd Acapulco Mining Pty Ltd Central Minerals Pty Ltd Solomon Operations Ltd Australia Australia Australia Solomon Islands Honiara Holdings Pty Ltd Australia Guadalcanal Exploration Pty Ltd Australia Level 27, 111 Eagle Street Brisbane, QLD, 4000 Australia Level 27, 111 Eagle Street Brisbane, QLD, 4000 Australia Level 27, 111 Eagle Street Brisbane, QLD, 4000 Australia c/- Morris & Sojnocki Chartered Accountants 1st Floor City Centre Building, Mendana Avenue, Honiara Solomon Islands Level 27, 111 Eagle Street Brisbane, QLD, 4000 Australia Level 27, 111 Eagle Street Brisbane, QLD, 4000 Australia NUMBER OF SHARES NUMBER OF SHARES 1,620,664,371 1,330,798,371 3,780,868 15,415,281 1,624,445,239 1,346,213,652 PRINCIPAL ACTIVITY Exploration SOLGOLD PLC’S EFFECTIVE INTEREST 2018 100% 2017 100% Exploration 100% 100% Exploration 100% 100% Exploration 100% 100% Exploration 100% 100% Exploration 100% 100% 88/ SOLGOLD ANNUAL REPORT 2018 COUNTRY OF INCORPORATION AND OPERATION REGISTERED ADDRESS Exploraciones Novomining S.A. Ecuador Carnegie Ridge Resources S.A. Ecuador Green Rock Resources S.A. Ecuador Valle Rico Resources S.A. Ecuador Cruz Del Sol S.A. Ecuador Avenida La Coruña E25-58 y San Ignacio, Edificio Altana Plaza piso 4, oficina 406 Quito Ecuador Avenida La Coruña E25-58 y San Ignacio, Edificio Altana Plaza piso 4, oficina 406 Quito Ecuador Avenida La Coruña E25-58 y San Ignacio, Edificio Altana Plaza piso 4, oficina 406 Quito Ecuador Avenida La Coruña E25-58 y San Ignacio, Edificio Altana Plaza piso 4, oficina 406 Quito Ecuador Avenida La Coruña E25-58 y San Ignacio, Edificio Altana Plaza piso 4, oficina 406 Quito Ecuador SOLGOLD PLC’S EFFECTIVE INTEREST PRINCIPAL ACTIVITY Exploration 2018 85% 2017 85% Exploration 100% 100% Exploration 100% 100% Exploration 100% 100% Exploration 100% 100% Cost Balance at 30 June 2016 Acquisitions and advances in the year Balance at 30 June 2017 Acquisitions and advances in the year Balance at 30 June 2018 Amortisation and impairment losses Balance at 30 June 2016 Provision for impairment Balance at 30 June 2017 Provision for impairment Balance at 30 June 2018 Carrying amounts Balance at 30 June 2016 Balance at 30 June 2017 Balance at 30 June 2018 INVESTMENT IN SUBSIDIARY UNDERTAKINGS SHARES A$ LOANS A$ TOTAL A$ 14,004,879 4,208 14,009,087 512,372 14,521,459 75,485,290 24,152,857 99,638,147 81,613,444 181,251,591 89,490,169 24,157,065 113,647,234 82,125,816 195,773,050 (5,016,948) (44,340,394) (49,357,342) – – – (5,016,948) (44,340,394) (49,357,342) – – – (5,016,948) (44,340,394) (49,357,342) 8,987,931 8,992,139 9,504,511 31,144,896 55,297,753 136,911,197 40,132,827 64,289,892 146,415,708 /89 FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 30 JUNE 2018 NOTE 10 INVESTMENTS (A) INVESTMENTS ACCOUNTED FOR AS AVAILABLE-FOR-SALE ASSETS GROUP 2018 A$ 2017 A$ COMPANY 2018 A$ 2017 A$ Movements in available-for-sale assets Opening balance at 1 July 14,366,304 1,622,712 14,360,725 1,617,132 Additions Fair Value adjustment through other comprehensive income – – – – (8,920,896) 12,743,593 (8,920,896) 12,743,593 Balance at 30 June 5,445,408 14,366,304 5,439,829 14,360,725 Available for sale ﬁnancial assets comprise an investment in the ordinary issued capital of Cornerstone Capital Resources Inc., listed on the Toronto Venture Exchange (“TSXV”) 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. LEVEL 1 A$ LEVEL 2 A$ LEVEL 3 A$ TOTAL A$ 2018 Available for sale ﬁnancial assets 5,445,408 2017 Available for sale ﬁnancial assets 14,360,725 – – – – 5,445,408 14,360,725 The available for sale ﬁnancial assets are measured based on the quoted market prices at 30 June. 90/ SOLGOLD ANNUAL REPORT 2018 NOTE 11 PROPERTY, PLANT AND EQUIPMENT GROUP COMPANY LAND AND BUILDINGS A$ PLANT AND EQUIPMENT A$ MOTOR VEHICLES A$ OFFICE EQUIPMENT A$ FURNITURE & FITTINGS A$ TOTAL A$ TOTAL A$ Cost Balance 30 June 2016 Effect of foreign exchange on opening balance Additions Disposals – – – – 315,684 272,103 171,389 84,262 843,438 64,522 – (6,311) (5,984) (2,545) (1,857) (16,697) 194,440 426,762 587,227 201,184 178,414 1,588,027 – – – – – – Balance 30 June 2017 194,440 736,135 853,346 370,028 260,819 2,414,768 280,270 Effect of foreign exchange on opening balance Additions Disposals 7,457 4,674 29,768 10,322 8,540 60,761 – 1,421,529 545,912 653,818 399,641 88,374 3,109,274 16,999 – – (47,488) – – (47,488) – Balance 30 June 2018 1,623,426 1,286,721 1,489,444 779,991 357,733 5,537,315 297,269 Depreciation and impairment losses Balance 30 June 2016 Effect of foreign exchange on opening balance Depreciation charge for the year Depreciation capitalised to exploration Disposals Balance 30 June 2017 Effect of foreign exchange on opening balance Depreciation charge for the year Depreciation capitalised to exploration Disposals Balance 30 June 2018 Carrying amounts At 30 June 2016 At 30 June 2017 At 30 June 2018 – – – – – – – – – – – (173,904) (135,729) (129,067) (29,338) (468,038) (55,073) 1,764 (29,625) 1,908 (397) 1,579 (5,544) 262 5,513 – (1,147) (36,713) (35,855) (47,314) (40,809) (26,299) (23,171) (137,593) – – – – – – – (249,079) (175,027) (159,331) (53,394) (636,831) (90,926) 7,237 (3,755) (41,013) – (2,799) (37,250) (541) 142 – (2,191) (80,454) (48,222) (116,689) (269,731) (129,754) (53,661) (569,835) – 27,701 – – 27,701 (399,544) (420,812) (329,134) (109,787) (1,259,277) (139,148) 141,780 136,374 42,322 54,924 375,400 9,449 194,440 487,056 678,319 1,623,426 887,177 1,068,632 210,697 450,857 207,425 1,777,937 189,342 247,946 4,278,038 158,121 /91 FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 30 JUNE 2018 NOTE 12 INTANGIBLE ASSETS Cost Balance 30 June 2016 Effect of foreign exchange on opening balances Additions – expenditure Balance 30 June 2017 Effect of foreign exchange on opening balances Additions – expenditure Balance 30 June 2018 Impairment losses Balance 30 June 2016 Impairment charge Balance 30 June 2017 Impairment Charge Balance 30 June 2018 Carrying amounts At 30 June 2016 At 30 June 2017 At 30 June 2018 IMPAIRMENT LOSS GROUP DEFERRED EXPLORATION COSTS A$ COMPANY DEFERRED EXPLORATION COSTS A$ 92,810,120 (888,701) 19,549,202 111,470,621 1,567,846 81,968,954 195,007,421 (51,730,206) (17,310) (51,747,516) (377,038) (52,124,554) 41,079,914 59,723,105 142,882,867 – – – – – – – – – – – – – – A decision was made to expense A$376,031 (2017: A$17,310) 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) In Ecuador, the Group is advancing the Cascabel project, whilst continuing to pursue its strategy to become a globally important copper company by expanding the Company’s copper-gold exploration portfolio in Ecuador. At Cascabel, drilling continues to expand the growing world class deposit at Alpala and drilling to date has not yet constrained the rich Alpala copper-gold deposit. Approximately 125,323m of diamond drilling has been completed on the project to date. Currently, 12 drill rigs are active on site, with 10 rigs drilling on the Alpala cluster, and two drilling at the Aguinaga prospect. The Cascabel drill program for calendar 2018 comprises over 120,000m of planned drilling focussing on extending and inﬁlling the Alpala Resource, as well as further drill testing of the Aguinaga prospect. Numerous other untested targets remain, namely at Trivinio, Moran, Cristal, Tandayama-America and Chinambicito, some of which will also be drilled by the end of calendar 2018. In January 2018, SolGold announced a maiden Mineral Resource Estimate (MRE) at Alpala, completed from 53,616m of drilling reported in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Deﬁnition Standards for Mineral Resources and Mineral Reserves (May 2014). 92/ SOLGOLD ANNUAL REPORT 2018 The Alpala maiden mineral resource estimate totals a current 430 Mt @ 0.8% CuEq (at 0.3% CuEq cut off) in the Indicated category, and 650 Mt @ 0.6% CuEq (at 0.3% CuEq cut off) in the Inferred category; contained metal content of 2.3 Mt Cu in the Indicated category and 2.9 Mt Cu in the Inferred category; and contained metal content of 6.0 Moz Au in the Indicated category and 6.3 Moz Au in the Inferred category. Assay results from the initial 53,616m of drilling at Alpala were incorporated into the Alpala maiden Mineral Resource Estimate (MRE) completed in December 2017 and announced on 3 January 2018. That meterage represents approximately 43% of the 125,323m currently drilled on the project at 30 June 2018. There remains strong potential for further growth from the more recent drilling results and continued rapid growth of the deposit. There are no indicators of impairment for the aggregate carrying value of A$112.79 million. SOLGOLD 100% OWNED PROJECTS NEW CONCESSIONS GRANTED FOR 100% SOLGOLD ECUADOR SUBSIDIARIES As at 30 June 2018 SolGold holds a 100% interest in 72 concessions through its Ecuadorian subsidiary companies, Carnegie Ridge Resources S.A., Cruz del Sol S.A., Green Rock Resources S.A. and Valle Rico Resources S.A. These concessions are located on the gold-rich northern section of the proliﬁc Andean Copper belt which is renowned as the production base for nearly half of the world’s copper. During the ﬁnancial year ended 30 June 2018, exploration activity has continued at a rapid pace with 39 national geologists operating in ten ﬁeld teams. Exploration activities have continued the initial evaluation of the SolGold regional concessions. Activities included stream sediment sampling, heavy panned concentrate collection and Anaconda-style mapping and rock chip sampling of all streams within each concession. Led by highly experienced senior geologists, ﬁeld teams have made initial evaluation of 71% of all granted concessions. During the year, exploration activities have been transitioning to detailed follow-up mapping and rock chip sampling of priority areas. From the detailed follow-up work conducted, SolGold has currently identiﬁed a total of 10 priority projects will progress these to the next phase of exploration. SolGold has established experienced teams of social and environmental personnel focussed on obtaining government and community permissions to conduct advanced exploration activities for the priority exploration prospects. The new Ecuadorean projects have a carrying value of A$16.87 million at 30 June 2018 and are considered to be unimpaired. ACAPULCO MINING PROJECTS Acapulco has three granted tenements across Queensland. The granted tenements comprise of 232 sub-blocks (circa 718km2). 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 288 holes, equivalent to 24,895.8m have been drilled on the tenements. Drill testing of porphyry style copper-gold mineralisation at the Normanby Project, in northern Queensland was completed. A total of 518m of RC drilling from 7 RC drill holes and 89.2m of diamond coring from 1 drill holes was completed. A signiﬁcant vertical mineralised structure was intersected in holes MFT19, and MFT17, and a separate shallow dipping zone of mineralisation was also discovered in holes MFT24 and MFT014. Assay results returned the following highlights: • 14m @ 5.3 g/t Au from 58m depth (MFT019); • 28m @ 1.1 g/t Au, from 40m depth, including 10m @ 2.3 g/t Au (MFT020); and • 28m @ 1.2 g/t Au from surface (MFT022). There are no indicators of impairment for the aggregate carrying value of A$9.01 million. FINANCIAL STATEMENTS /93 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 30 JUNE 2018 NOTE 12 INTANGIBLE ASSETS CONTINUED SOLGOLD 100% OWNED PROJECTS CONTINUED 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 58,886.6m, 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. Exploration activities for the year ended 30 June 2018 included the drilling of two holes (RC pre-collar with diamond tail) totalling 589.8m of drilling and VTEM (Versatile Time Domain Electromagnetic) airborne geophysics survey The two diamond holes were drilled under the thickest part of the Crunchie deposit to: • test for mineralisation under magnetic anomalies; • • identify mineralisation associated with soil anomalies; and identify electromagnetic targets for further exploration. Preliminary analysis of the VTEM (ﬂown in mid-June) show conductors offset to the south-west of the surface mineralisation, suggesting the potential for sulphide zones down the south-westerly dipping thrust faults. Also, a large conductor lies under an undrilled gold silver soil anomaly in a poorly exposed area in the far south-west of the survey. Further analysis of the VTEM with existing data will form the basis of further work in 2018/2019. There are no indicators of impairment for the aggregate carrying value of A$4.21 million. NOTE 13 LOAN RECEIVABLES AND OTHER NON-CURRENT ASSETS Security bonds GROUP COMPANY 2018 A$ 1,207,745 1,207,745 2017 A$ 226,175 226,175 2018 A$ 923,879 923,879 2017 A$ 90,137 90,137 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. 94/ SOLGOLD ANNUAL REPORT 2018 NOTE 14 DEFERRED TAXATION RECOGNISED DEFERRED TAX ASSETS AND LIABILITIES GROUP 2018 OPENING BALANCE A$ NET CHARGED TO INCOME A$ NET CHARGED TO OTHER COMPREHENSIVE INCOME A$ NET CHARGED TO EQUITY A$ NET MOVEMENT ON UNWIND / TRANSFER A$ CLOSING BALANCE A$ Recognised deferred tax assets Carried forward tax losses Accruals / provisions Potential beneﬁt 16,227,631 314,852 16,542,483 12,086,958 (77,806) 12,009,152 Recognised deferred tax liabilities Available for sale ﬁnancial assets Exploration and evaluation assets Foreign exchange gains/losses Potential beneﬁt (3,823,078) (12,719,405) – (16,542,483) – (15,502,122) (922,454) (16,424,576) – – – – 1,739,029 1,739,029 2,676,395 – – 2,676,395 – – – – Net deferred taxes – (4,415,424) 2,676,395 1,739,029 Deferred tax assets not recognised Unused tax losses Unused capital losses Temporary differences1 Tax beneﬁt 6,701,410 – 12,107,126 18,808,536 7,841,697 – – 7,841,697 – – – – – – – – – – – 28,214,589 1,976,015 30,290,664 (1,146,683) – (28,221,527) – – (922,454) – (30,290,664) – – – – – – 14,543,107 – 12,107,126 26,650,233 1 Exploration expenditure incurred in the Solomon Islands that has been expensed. This is expenditure is deductible over 5 years from when production commences. GROUP 2017 OPENING BALANCE A$ NET CHARGED TO INCOME A$ NET CHARGED TO OTHER COMPREHENSIVE INCOME A$ NET CHARGED TO EQUITY A$ NET MOVEMENT ON UNWIND / TRANSFER A$ CLOSING BALANCE A$ Recognised deferred tax assets Carried forward tax losses Accruals / provisions Potential beneﬁt 9,341,373 – 9,341,373 6,886,258 314,852 7,201,110 – – – Recognised deferred tax liabilities Available for sale ﬁnancial assets Exploration and evaluation assets Potential beneﬁt – (9,341,373) (9,341,373) – (3,378,032) (3,378,032) (3,823,078) – (3,823,078) Net deferred taxes – 3,823,078 (3,823,078) Deferred tax assets not recognised Unused tax losses Unused capital losses Temporary differences1 Tax beneﬁt 11,655,562 – 12,107,126 7,128,806 (4,954,152) – – (1,486,246) – – – – – – – – – – – – – – – – – – 16,227,631 314,852 16,542,483 (3,823,078) – – (12,719,405) – (16,542,483) – – – – – – 6,701,410 – 12,107,126 5,642,561 1 Exploration expenditure incurred in the Solomon Islands that has been expensed. This expenditure is deductible over 5 years from when production commences. FINANCIAL STATEMENTS /95 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 30 JUNE 2018 NOTE 14 DEFERRED TAXATION CONTINUED RECOGNISED DEFERRED TAX ASSETS AND LIABILITIES CONTINUED COMPANY 2018 Recognised deferred tax assets Carried forward tax losses Accruals / provisions Potential beneﬁt Recognised deferred tax liabilities Available for sale ﬁnancial assets Exploration and evaluation assets Potential beneﬁt Net deferred taxes Deferred tax assets not recognised Unused tax losses Unused capital losses Temporary differences Tax beneﬁt COMPANY 2017 Recognised deferred tax assets Carried forward tax losses Accruals / provisions Potential beneﬁt Recognised deferred tax liabilities Available for sale ﬁnancial assets Exploration and evaluation assets Potential beneﬁt Net deferred taxes Deferred tax assets not recognised Unused tax losses Unused capital losses Temporary differences Tax beneﬁt OPENING BALANCE A$ NET CHARGED TO INCOME A$ 3,823,078 (2,676,395) 3,823,078 (2,676,395) NET CHARGED TO OTHER COMPREHENSIVE INCOME A$ – – CLOSING BALANCE A$ 1,146,683 1,146,683 (3,823,078) – (3,823,078) – – – 2,676,395 (1,146,683) – – 2,676,395 (1,146,683) – (2,676,395) 2,676,395 – 10,624,572 7,601,417 – – – – 3,187,372 2,280,425 – – – – OPENING BALANCE A$ NET CHARGED TO INCOME A$ NET CHARGED TO OTHER COMPREHENSIVE INCOME A$ 3,823,078 – 3,823,078 – – – 18,225,989 – – 5,467,797 CLOSING BALANCE A$ 3,823,078 – 3,823,078 – – – – (3,823,078) (3,823,078) – – (3,823,078) (3,823,078) – – – – – – 10,624,572 – – 3,187,372 11,525,379 (900,807) – – – – 3,457,614 (270,242) – – – – – – – The deferred tax asset in respect of these items has not been recognised as future taxable proﬁt is not anticipated within the foreseeable future. 96/ SOLGOLD ANNUAL REPORT 2018 NOTE 15 OTHER RECEIVABLES AND PREPAYMENTS Other receivables Prepayments Other current assets GROUP COMPANY 2018 A$ 3,912,807 317,247 – 4,230,054 2017 A$ 1,086,332 90,920 130,092 1,307,344 2018 A$ 229,954 316,932 – 546,886 2017 A$ 689,248 90,920 – 780,168 SolGold elected to undertake the Optional Subscription under the terms of the Term Sheet (Term Sheet) signed between SolGold plc and Cornerstone Capital Resources Inc. (CGP), CGP’s subsidiary Cornerstone Ecuador S.A.,(CESA) and Exploraciones Novomining S.A., (ENSA) and holds an aggregate registered and beneficial equity position in ENSA of 85% under the terms of the Term Sheet . CGP and CESA elected to obtain the benefit of the Financing Option whereby SolGold will solely fund all operations and activities of ENSA until the completion of a Feasibility Study, including CESA’s contribution as the registered and beneficial holder of an aggregate equity position in ENSA of 15%. After completion and delivery of the Feasibility Study, SolGold and CESA shall jointly fund the operations and activities of ENSA based on their respective equity positions in ENSA’s on a proportionate basis. Furthermore, the Term Sheet allows for SolGold to be fully repaid for the financing provided, including interest at LIBOR plus 2% for the expenditures incurred by SolGold from the time CGP and CESA elected the Financing Option and the completion of the First Phase Drill Program (FPDP). SolGold is to be repaid out of 90% of CESA’s distribution of earnings or dividends from ENSA or the Cascabel Tenement to which CESA would otherwise be entitled. If CESA does not elect to contribute and its equity stake in ENSA is diluted to below 10%, its equity stake in ENSA will be converted to a 0.5% interest in the Net Smelter Return and SolGold may acquire this interest for US$3.5 million at any time. The amount receivable from CESA at 30 June 2018 was $16,827,186 (2017: $6,500,420). As there is uncertainty as to whether ENSA will be able to distribute earnings or dividends, a provision for doubtful debts has been recognised on the entire amount receivable from CESA. Other receivables represent Australian Goods and Services Tax receivable, advances made to landowners in Ecuador for land purchases and in the prior year funds receivable from the exercise of share options. A provision for impairment loss is recognised when there is objective evidence that an individual receivable is impaired. No impairment loss has been recorded for the current and previous financial year. NOTE 16 CASH AND CASH EQUIVALENTS GROUP 2018 A$ 2017 A$ COMPANY 2018 A$ 2017 A$ Cash at bank 81,825,617 89,312,743 79,628,278 88,669,626 Cash and cash equivalents in the statement of cash flows 81,825,617 89,312,743 79,628,278 88,669,626 The Group and Company do not have any loans or borrowings and therefore there are no changes in liabilities arising from financing activities to be disclosed in the cash flow statement. /97 FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 30 JUNE 2018 NOTE 17 ALLOTTED, CALLED-UP AND FULLY PAID SHARE CAPITAL AND RESERVES (A) AUTHORISED SHARE CAPITAL At 1 July 2016 – Ordinary shares Increase in authorised share capital of £0.01 each on 13 October 2016 At 30 June 2017 – Ordinary shares At 1 July 2017 – Ordinary shares Increase in authorised share capital of £0.01 each on 30 January 2018 At 30 June 2018 – Ordinary shares 2017 NO. OF SHARES 2017 NOMINAL VALUE £ 1,420,000,000 600,000,000 2,020,000,000 14,200,000 6,000,000 20,200,000 2018 NO. OF SHARES 2018 NOMINAL VALUE £ 2,020,000,000 735,024,500 2,755,024,500 20,200,000 7,350,245 27,550,245 Ordinary shares participate in dividends and the proceeds on winding up the Company in proportion to the number of shares held. At shareholder meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on show of hands. (B) CHANGES IN ALLOTTED, CALLED-UP AND FULLY PAID SHARE CAPITAL AND SHARE PREMIUM Ordinary shares of 1p each at 30 June 16 Shares issued at £0.06 – Placement 28 August 20161 Share issue costs charged to share premium account Shares issued at £0.13 – Placement 17 October 20162 Share issue costs charged to share premium account Shares issued at £0.14 – Exercise of options 17 January 2017 Shares issued at £0.30 – Newcrest share issue 31 January 2017 Shares issued at £0.14 – Exercise of options 3 February 2017 Shares issued at £0.14 – Exercise of options 21 February 2017 Shares issued at £0.38 – Newcrest share issue 1 March 2017 Shares issued at £0.41 – Placement 16 June 2017 Share issue costs charged to share premium account Shares issued at £0.14 – Exercise of options 26 June 2017 Shares issued at £0.28 – Exercise of options 26 June 2017 Ordinary shares of 1p at 30 June 2017 NO. OF SHARES 953,897,601 268,819,004 – 206,250,000 – 900,000 100,000 1,200,000 900,000 240,000 78,889,081 – 880,000 880,000 1,512,955,686 NOMINAL VALUE A$ 17,015,019 4,654,961 – 3,298,144 – 14,499 1,660 19,804 14,582 3,885 1,324,161 – 14,775 14,775 26,376,265 SHARE PREMIUM A$ 87,488,507 23,274,286 (4,696,253) 40,426,856 (1,706,552) 178,820 47,949 257,457 189,646 145,201 53,197,804 (72,269) 192,070 398,914 199,322,436 TOTAL A$ 104,503,526 27,929,248 (4,696,253) 43,725,000 (1,706,552) 193,319 49,609 277,261 204,228 149,086 54,521,966 (72,269) 206,844 413,688 225,698,701 1 Includes the conversion of the DGR Global Ltd loan of A$5,700,000, conversion of capital raising costs of A$1,221,614, other debt conversions of A$86,359 and bonus shares issued to certain staff of A$519,481 as part of the share placement. 2 Includes conversion of capital raising costs of A$1,660,751 as part of the share placement. Ordinary shares of 1p each at 1 July 2017 Shares issued at £0.14 – Exercise of options 7 July 2017 Shares issued at £0.28 – Exercise of options 7 July 2017 Shares issued at £0.38 – Newcrest share issue 11 August 2017 Shares issued at £0.25 – Placement 30 November 2017 Share issue costs charged to share premium account Ordinary shares of 1p at 30 June 2018 98/ SOLGOLD ANNUAL REPORT 2018 NO. OF SHARES 1,512,955,686 1,300,000 1,300,000 690,000 180,000,000 – 1,696,245,686 NOMINAL VALUE A$ 26,376,265 21,978 21,978 11,366 3,081,976 – 29,513,563 SHARE PREMIUM A$ 199,322,436 285,709 593,396 422,377 73,967,429 (1,957,490) 272,633,857 TOTAL A$ 225,698,701 307,687 615,374 433,743 77,049,405 (1,957,490) 302,147,420 CAPITAL MANAGEMENT Management controls the capital of the Group in order to generate long-term shareholder value and ensure that the Group can fund operations and continue as a going concern. Management effectively manages the Group’s capital by assessing the Group’s ﬁnancial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include share issues and debt considerations. 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 2018 A$ 3,023,403 1,999,965 4,410,297 9,433,665 2017 A$ 569,569 1,950,716 220,890 2,741,175 COMPANY 2018 A$ 1,453,696 112,372 307,980 1,874,048 2017 A$ 437,409 228,603 94,362 760,374 Increase in trade payable is due to the increased exploration activity on the Cascabel project as well as initial exploration carried out on the 72 regional exploration projects. Increase in accrued expenses for the Group represents amounts recognised for metres drilled but not invoiced. The Group had 12 drill rigs on the Cascabel project in 2018 compared to 2 drill rigs in 2017. NOTE 19 SHARE OPTIONS At 30 June 2018 the Company had 88,353,768 options outstanding for the issue of ordinary shares (2017: 44,191,768). 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. The contractual life of each option granted is generally two (2) to three (3) years. There are no cash settlement alternatives. Each option can be exercised from vesting date to expiry date for one share with the exercise price payable in cash. SHARE OPTIONS ISSUED There were 46,762,000 options granted during the year ended 30 June 2018 (2017: 41,591,768). On 9 August 2017, the Company issued a total of 10,012,000 unlisted options to certain employees and contractors. The options have a strike price of £0.60 each and are exercisable once vested through to 8 August 2020. On 28 July 2017, the Company issued a total of 36,750,000 unlisted options to Directors. The options have a strike price of £0.60 each and are exercisable once vested through to 8 August 2020. On 28 October 2016, the Company issued a total of 22,000,000 unlisted options to employees and contractors. The options have a strike price of £0.28 each and are exercisable once vested through to 28 October 2018. On 17 October 2016, the Company issued an additional 19,591,768 unlisted options to Maxit Capital LP. The options consist of two tranches of 9,795,884 options each exercisable at £0.14 and £0.28. FINANCIAL STATEMENTS /99 NOTE 19 SHARE OPTIONS CONTINUED DATE OF GRANT EXERCISABLE FROM EXERCISABLE TO 17 October 2016 The options vested immediately, 17 October 2018 through to 17 October 2018 EXERCISE PRICES NUMBER GRANTED NUMBER AT 30 JUNE 2018 £0.14 £0.28 9,795,884 9,795,884 9,795,884 9,795,884 28 October 2016 The options vest on the earlier of: 28 October 2018 £0.28 22,000,000 22,000,000 28 July 2017 9 August 2017 (a) the expiry of 75% of the Term, or (b) a Change of Control Transaction, as defined under the Company’s ESOP Rules. The options vest on the earlier of: (a) 18 months after the issue date, or (b) a Change of Control Transaction, as defined under the Company’s ESOP Rules. The options vest on the earlier of: (a) 18 months after the issue date, or (b) a Change of Control Transaction, as defined under the Company’s ESOP Rules. 8 August 2020 £0.60 36,750,000 36,750,000 8 August 2020 £0.60 10,012,000 10,012,000 DATE OF GRANT EXERCISABLE FROM EXERCISABLE TO 88,353,768 88,353,768 EXERCISE PRICES NUMBER GRANTED NUMBER AT 30 JUNE 2017 10 May 2013* When the Company’s share price has traded at a minimum of £0.20 on a 30 day VWAP basis 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 6 September 2017 £0.14 3,000,000 – 8 July 2017 £0.14 2,180,000 1,300,000 8 July 2017 £0.28 2,180,000 1,300,000 17 October 2016 The options vested immediately, 17 October 2018 £0.14 9,795,884 9,795,884 through to 17 October 2018 17 November 2016 The options vest on the earlier of: (a) the expiry of 75% of the Term, or (b) a Change of Control Transaction, as defined under the Company’s ESOP Rules £0.28 9,795,884 9,795,884 28 October 2018 £0.28 22,000,000 22,000,000 48,951,688 44,191,768 * 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. 100/ FOR THE YEAR ENDED 30 JUNE 2018NOTES TO THE FINANCIAL STATEMENTS CONTINUEDSOLGOLD ANNUAL REPORT 2018SHARE-BASED PAYMENTS The number and weighted average exercise price of share options are as follows: Outstanding at the beginning of the year Exercised during the year Lapsed during the year Granted during the year Outstanding at the end of the year Exercisable at the end of the year 2018 2017 WEIGHTED AVERAGE EXERCISE PRICE £0.25 £0.21 – £0.60 £0.45 £0.28 NUMBER OF OPTIONS 44,191,768 (2,600,000) – 46,762,000 88,353,768 41,603,768 WEIGHTED AVERAGE EXERCISE PRICE £0.27 £0.17 £0.31 £0.25 £0.25 £0.21 NUMBER OF OPTIONS 21,380,000 (4,760,000) (14,020,000) 41,591,768 44,191,768 22,191,768 The options outstanding at 30 June 2018 have an exercise price of £0.14 and £0.60 (2017: £0.14 and £0.28) and a weighted average contractual life of 1.26 years (2017: 1.24 years). Share options held by Directors are as follows: SHARE OPTIONS HELD AT 30 JUNE 2018 AT 30 JUNE 2017 OPTION PRICE EXERCISE PERIOD Nicholas Mather Brian Moller Robert Weinberg John Bovard Craig Jones – – 26,250,000 – – 3,750,000 – – 2,250,000 – – 2,250,000 2,250,000 750,000 750,000 – 550,000 550,000 – – – – – – – – 14p 28p 60p 14p 28p 60p 14p 28p 60p 14p 28p 60p 60p 08/07/14 – 08/07/17 08/07/14 – 08/07/17 28/01/19 – 08/08/20 08/07/14 – 08/07/17 08/07/14 – 08/07/17 28/01/19 – 08/08/20 08/07/14 – 08/07/17 08/07/14 – 08/07/17 28/01/19 – 08/08/20 08/07/14 – 08/07/17 08/07/14 – 08/07/17 28/01/19 – 08/08/20 28/01/19 – 08/08/20 FINANCIAL STATEMENTS/101 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 30 JUNE 2018 NOTE 19 SHARE OPTIONS CONTINUED SHARE-BASED PAYMENTS CONTINUED The total number of options outstanding at year end is as follows: SHARE OPTIONS HELD SHARE OPTIONS HELD AT 30 JUNE 2018 AT 30 JUNE 2017 OPTION PRICE EXERCISE PERIODS – – 9,795,884 9,795,884 1,300,000 1,300,000 9,795,884 9,795,884 £0.14 Vesting from 30 Day VWAP of 20p to 08/07/2017 £0.28 Vesting from 30 Day VWAP of 40p to 08/07/2017 £0.14 Exercisable through to 17/10/2018 £0.28 Exercisable through to 17/10/2018 22,000,000 22,000,000 £0.28 Vests on the earlier of the expiry of 75% of the term of 36,750,000 10,012,000 – – 88,353,768 44,191,768 the option or a Change of Control Transaction, as deﬁned under the Company’s ESOP Rules £0.60 Vests on the earlier of 18 months from date of grant or a Change of Control Transaction, as deﬁned under the Company’s ESOP Rules. £0.60 Vests on the earlier of 18 months from date of grant or a Change of Control Transaction, as deﬁned under the Company’s ESOP Rules. 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 Number of options Fair value at issue date Exercise price Expected volatility Option life Expected dividends Risk-free interest rate (short-term) Valuation methodology 2018 £0.60 OPTIONS 28 JULY 2017 £0.60 OPTIONS 9 AUGUST 2017 £0.60 OPTIONS 9 AUGUST 2017 36,750,000 10,000,000 £0.167 £0.60 £0.173 £0.60 12,000 £0.173 £0.60 89.714% 89.714% 89.714% 3.03 years 3.00 years 3.00 years 0.00% 0.461% 0.00% 0.461% 0.00% 0.461% Black–Scholes Black–Scholes Black–Scholes FOR THE FINANCIAL YEAR ENDED 30 JUNE 2018 A$ A$ Share based payments expense recognised in statement of comprehensive income 6,206,939 1,696,441 Share based payments expense recognised as share issue costs – – Share based payments expense to be recognised in future periods 3,861,293 1,146,244 A$ – 3,411 – The calculation of the volatility of the share price on the above options was based on the Company’s daily closing share price over the three-year period prior to the date the options were issued. 102/ SOLGOLD ANNUAL REPORT 2018 FAIR VALUE OF SHARE OPTIONS AND ASSUMPTIONS Number of options Fair value at issue date Exercise price Expected volatility Option life Expected dividends Risk-free interest rate (short-term) Valuation methodology 2017 £0.14 OPTIONS 17 OCTOBER 2016 £0.28 OPTIONS 17 OCTOBER 2016 £0.28 OPTIONS 28 OCTOBER 2016 9,795,884 9,795,884 22,000,000 £0.12 £0.14 £0.09 £0.28 £0.14 £0.28 99.744% 99.744% 99.744% 2.00 years 2.00 years 2.00 years 0.00% 0.53% 0.00% 0.53% 0.00% 0.66% Black–Scholes Black–Scholes Black–Scholes FOR THE FINANCIAL YEAR ENDED 30 JUNE 2018 Share based payments expense recognised in statement of comprehensive income Share based payments expense recognised as share issue costs Share based payments expense to be recognised in future periods FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017 Share based payments expense recognised in statement of comprehensive income A$ – – – A$ – A$ – – – A$ – Share based payments expense recognised as share issue costs 1,912,810 1,393,000 A$ 2,665,506 – – A$ 2,158,840 – Share based payments expense to be recognised in future periods – – 2,062,000 The calculation of the volatility of the share price on the above options was based on the Company’s daily closing share price over the two-year period prior to the date the options were issued. NOTE 20 FINANCIAL INSTRUMENTS (GROUP AND COMPANY) FINANCIAL INSTRUMENTS BY CATEGORY (GROUP) FINANCIAL ASSETS Cash and cash equivalents Other receivables Loans receivable and other non-current assets Equity investments Total ﬁnancial assets FINANCIAL LIABILITIES Trade and other payables Total ﬁnancial liabilities LOANS AND RECEIVABLES AVAILABLE-FOR-SALE 2018 2017 2018 2017 – – – – – – 5,445,408 5,445,408 14,366,304 14,366,304 81,825,617 89,312,743 3,912,826 1,207,745 – 1,086,331 226,175 – 86,946,188 90,625,249 FINANCIAL LIABILITIES AT AMORTISED COST 2018 9,433,662 9,433,662 2017 2,741,175 2,741,175 FINANCIAL STATEMENTS/103 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 30 JUNE 2018 NOTE 20 FINANCIAL INSTRUMENTS (GROUP AND COMPANY) CONTINUED FINANCIAL INSTRUMENTS BY CATEGORY (COMPANY) FINANCIAL ASSETS Cash and cash equivalents Other receivables Loans receivable and other non-current assets Equity investments Total ﬁnancial assets FINANCIAL LIABILITIES Trade and other payables Borrowings Total ﬁnancial liabilities LOANS AND RECEIVABLES AVAILABLE-FOR-SALE 2018 2017 2018 2017 – – – – – – 5,437,408 5,437,408 14,360,725 14,360,725 79,628,278 88,669,626 229,954 923,879 – 689,248 90,137 – 80,782,111 89,449,011 FINANCIAL LIABILITIES AT AMORTISED COST 2018 1,874,048 – 2017 760,374 – 1,874,048 760,374 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. For the Company, the main credit risk is the non-collection of loans made to its subsidiaries. The Directors expect to collect the loans through the successful exploration and subsequent exploitation of the subsidiaries’ tenements. There have been no changes in ﬁnancial risks from the previous year. During the year ended 30 June 2018 and 2017 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 A$1,632,512 and the Company’s income statement by A$1,592,566. The Group considers that a 2% +/- movement interest rates represent reasonable possible changes. FOREIGN CURRENCY RISK The Group has potential currency exposures in respect of items denominated in foreign currencies comprising: • transactional exposure in respect of operating costs, capital expenditures and, to a lesser extent, sales incurred in currencies other than the functional currency of operations which require funds to be maintained in currencies other than the functional currency of operation; and • translation exposures in respect of investments in overseas operations which have functional currencies other than Australian dollars. Currency risk in respect of non-functional currency expenditure is reviewed by the Board. 104/ SOLGOLD ANNUAL REPORT 2018 The table below shows the extent to which Group companies have monetary assets and liabilities in different currencies. Foreign exchange differences on retranslation of such assets and liabilities are taken to the statement of comprehensive income. NET FINANCIAL ASSETS (LIABILITIES) 2018 Australian dollar United States dollar (USD) Solomon Island dollar (SBD) Canadian dollar (CAD) Great British Pound (GBP) NET FINANCIAL ASSETS (LIABILITIES) 2017 Australian dollar United States dollar (USD) Solomon Island dollar (SBD) Great British Pound (GBP) AUD – 61,475,087 5,282 2,387,781 15,582,256 79,450,406 AUD – 86,554,253 14,746 173,926 86,742,925 FUNCTIONAL CURRENCY OF ENTITY USD SBD TOTAL – – – – – – – – – – – – – 61,475,087 5,282 2,387,781 15,582,256 79,450,406 FUNCTIONAL CURRENCY OF ENTITY USD SBD TOTAL – – – – – – – – – – – 86,554,253 14,746 173,926 86,742,925 The main currency exposure relates to the effect of re-translation of the Group’s assets and liabilities in Solomon Island dollar (SBD), United States dollar (USD) and the Great British Pound (GBP). A 10% increase in the SBD/A$, USD/A$ and GBP/A$ exchange rates would give rise to a change of approximately A$9,067,200 (2017: A$9,638,103) in the Group net assets and reported earnings. A 10% decrease in the SBD/A$, USD/A$ and GBP/A$ exchange rates would give rise to a change of approximately A$7,418,618 (2017: A$7,885,720), The Group does not hedge foreign currency exposures and manages net exposures by buying and selling foreign currencies at spot rates where necessary. 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. CREDIT RISK The Group is exposed to credit risk primarily from the ﬁnancial institutions with which it holds cash and cash deposits. The banks and their credit ratings the Group had cash accounts with at 30 June 2018 were A$180,096 in cash accounts with Macquarie Bank Limited (BBB) in Australia, A$5,111 in cash accounts with the ANZ Bank (AA-) in Australia, A$79,465,958 in cash accounts with Westpac Bank (AA-) in Australia, A$5,282 in cash accounts with the ANZ Bank (AA-) in Honiara, Solomon Islands, A$1,230,342 in cash accounts with Banco Guayaquil (AAA-) in Ecuador, A$919,409 in cash accounts with Produbanco (B) in Ecuador and A$19,419 in petty cash. Including other receivables, the maximum exposure to credit risk at the reporting date was A$85,738,424 (2017: A$90,388,769). 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 2018, the company had A$79,628,278 in cash and cash equivalents (2017: A$88,669,626) and A$136,911,197 of intercompany loan balances receivable (2017: A$55,302,853). The maximum exposure to credit risk at the reporting date was A$216,239,475 (2017: A$143,973,144). Credit risk is managed by dealing with banks with high credit ratings assigned by international credit rating agencies. Furthermore, funds are deposited with banks of high standing in order to obtain market interest rates. FINANCIAL STATEMENTS/105 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 30 JUNE 2018 NOTE 20 FINANCIAL INSTRUMENTS (GROUP AND COMPANY) CONTINUED 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 versus alternate ﬁnancing options. Funds are provided to local sites bi-monthly, based on the sites’ forecast expenditure. All liabilities held by the Group and Company 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, with the exception of available for sale 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 2,184,959 8,739,836 – 252,167 2,437,126 – 299,833 9,039,669 – – – – 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. 106/ SOLGOLD ANNUAL REPORT 2018 NOTE 22 RELATED PARTIES (A) GROUP Transactions between related parties are on normal commercial terms and conditions and are no more favourable than those available to other parties unless otherwise stated. A) TRANSACTIONS WITH DIRECTORS AND DIRECTOR-RELATED ENTITIES (i) (ii) 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 2018 A$400,000 was paid or payable to Samuel (2017: A$416,667). These amounts are included in Note 5 (Remuneration of Key Management Personnel). The total amount outstanding at year end is A$16,667 (2017: A$26,725). 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 2018 A$360,000 was paid or payable to DGR Global (2017: A$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 A$94,844 (2017: A$22,011). (iii) Mr Brian Moller (a Director), is a partner in the Australian ﬁrm HopgoodGanim lawyers. For the year ended 30 June 2018, HopgoodGanim were paid A$220,457 (2017: A$459,325) for the provision of legal services to the Company. The services were based on normal commercial terms and conditions. The total amount outstanding at year end was A$nil (2017: A$92,350). (iv) Mr James Clare (a Director), is a partner in the Canadian ﬁrm Bennett Jones lawyers. For the year ended 30 June 2018, Bennett Jones were paid A$565,982 for the provision of legal services to the Company. The services were based on normal commercial terms and conditions. The total amount outstanding at year end was A$nil. (v) On 20 November 2015, DGR Global Ltd agreed to provide short term funding to SolGold plc to provide working capital. Interest on the facility was charged at the rate of 9.5% per annum. The loan was repayable by SolGold plc on the earlier of any capital raising event, or 31 December 2016. DGR Global Ltd could, 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 A$7 million, all other conditions remained the same. On 29 August 2016, DGR Global Ltd converted A$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. 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 Notes 5 and 19). All related party transactions are conducted at arm’s length. SUBSIDIARIES The Company has an investment in subsidiaries balance of A$146,415,708 (2017: A$64,289,892). 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. FINANCIAL STATEMENTS/107 NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 30 JUNE 2018 NOTE 23 ACCOUNTING ESTIMATES AND JUDGEMENTS KEY SOURCES OF ESTIMATION UNCERTAINTY The Directors evaluate estimates and judgements incorporated into the ﬁnancial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. EXPLORATION AND EVALUATION EXPENDITURE The Group capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage that permits a reasonable assessment of the existence of reserves. The carrying values of exploration and evaluation expenditure were assessed for indicators of impairment based on an estimation of the recoverability from expected future development and production. In forming this assessment, the Group considered the external Maiden Resources Estimate, the status of its permits and internal economic models and ﬁnancing which supported the carrying value of the project. No triggers of impairment were identiﬁed at 30 June 2018. The Directors have carried out an assessment of the carrying values of deferred exploration and evaluation expenditure and any required impairment and is included in note 12. SHARE BASED PAYMENTS Share based payments relate primarily to share options issued by the Company, in relation to employee share beneﬁt schemes. The grant date fair value of such options are calculated using a Black-Scholes model whose input assumptions are derived from market and other internal estimates. The key estimates include volatility rates and the expected life of the options, together with the likelihood of non-market performance conditions being achieved. TAXES Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable proﬁt will be available against which the losses can be utilised. Signiﬁcant management judgement is required to determine the amount of deferred tax that can be recognised, based upon the likely timing and the level of future taxable proﬁts, together with future tax planning strategies. The Group has A$173,136,523 (2017: A$86,232,512) of tax losses carried forward. These losses relate to subsidiaries that have a history of losses and may not be used to offset taxable income elsewhere in the Group. The subsidiaries neither have any taxable temporary difference nor any tax planning opportunities available that could partly support the recognition of these losses as deferred tax assets. On this basis, the Group has determined that it cannot recognise deferred tax assets on the tax losses carried forward. Further details on taxes are disclosed in note 7. NET SMELTER ROYALTY PAYABLE 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. Signiﬁcant management judgement is required in determining whether a liability should be recognised in respect of the net smelter royalty payable. Given that the project is still in early stages and there is uncertainty surrounding timing of cashﬂows, the Group has determined that it cannot recognise a liability since the amount of the present obligation cannot be reliably measured. This is therefore considered to be a contingent liability 108/ SOLGOLD ANNUAL REPORT 2018 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. The smelter royalty is considered to be a contingent liability as the Group has not yet completed a pre-feasibility study at 30 June 2018 as such there is signiﬁcant uncertainty over the timing of any payments that may fall due. 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. At 30 June 2018, Cornerstone’s equity interest in ENSA had not diluted below 10%. On 21 August 2017, Major Drilling Group International Ecuador (hereinafter “Major”) ﬁled an arbitration claim before the Arbitration Center of the Quito Chamber of Commerce against Exploraciones Novomining S.A. (“the Company”) for the amount of US$350,000. Major alleged a breach of the drilling contract signed by the parties on 22 September 2016 (hereinafter “Agreement”). On 1 September 2017 the Company ﬁled a counterclaim against Major for the amount of US$ 360,000 for compensation for damages caused by Major. No provision for any liability has been made in these ﬁnancial statements beyond the existing trade payable and no receivable has been recognised in connection with the Company’s counter claim. There are no other contingent assets and liabilities at 30 June 2018 (2017: nil). NOTE 25 SUBSEQUENT EVENTS On 5 July 2018, the Company issued an additional 21,250,000 unlisted options to employees and contractors. The options have a strike price of £0.40 each and are exercisable through to 4 July 2020. On 5 July 2018, the Company issued an additional 250,000 unlisted options to a contractor. The options have a strike price of £0.60 each and are exercisable through to 4 July 2021. 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. FINANCIAL STATEMENTS/109

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