Stavely Minerals
Annual Report 2017

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2017 | Annual Report CONTENTS CORPORATE DIRECTORY ..................................................................................................................................... 2 CHAIRMAN’S REPORT .......................................................................................................................................... 3 OPERATIONS REPORT .......................................................................................................................................... 4 DIRECTORS’ REPORT .......................................................................................................................................... 35 AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS ....................................................................... 45 DIRECTORS’ DECLARATION ............................................................................................................................... 46 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ............................ 47 CONSOLIDATED STATEMENT OF FINANCIAL POSITION .................................................................................... 48 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ..................................................................................... 49 CONSOLIDATED STATEMENT OF CASH FLOWS ................................................................................................. 50 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ................................................................................ 51 INDEPENDENT AUDIT REPORT .......................................................................................................................... 69 ADDITIONAL SHAREHOLDER INFORMATION..................................................................................................... 72 TENEMENT SCHEDULE....................................................................................................................................... 74 2017 Annual Report | Page 1 CORPORATE DIRECTORY Directors William Plyley (Non-Executive Chairman) Christopher Cairns (Managing Director) Jennifer Murphy (Technical Director) Peter Ironside (Non-Executive Director) Company Secretary Amanda Sparks Registered and Principal Office First Floor, 168 Stirling Highway Nedlands Western Australia 6009 Telephone: 08 9287 7630 08 9389 1750 Facsimile: Web Page: www.stavely.com.au Email: info@stavely.com.au ABN 33 119 826 907 Share Registry Computershare Investor Services Pty Ltd Level 11 172 St Georges Terrace Perth Western Australia 6000 Telephone: 1300 850 505 Facsimile: 08 9323 2033 Solicitors Steinepreis Paganin Level 4, Next Building 16 Milligan Street Perth Western Australia 6000 Bankers ANZ Bank 32 St Quentins Avenue Claremont Western Australia 6010 Stock Exchange Listing ASX Limited Level 40, Central Park, 152-158 St Georges Terrace Perth Western Australia 6000 ASX Code: SVY Auditors BDO Audit (WA) Pty Ltd Chartered Accountants 38 Station Street Subiaco Western Australia 6005 2017 Annual Report | Page 2 CHAIRMAN’S REPORT Welcome, It is my pleasure to present the Stavely Minerals Limited 2017 Annual Report. Stavely Minerals remained very active in the field during the year. The benefits of the strategy of having quality mineral exploration projects in both Victoria and Queensland was evidenced by our ability to rapidly advance The “Bank” prospect in Queensland to drilling just prior to Christmas. While that drilling programme did provide some very good copper-molybdenum-silver results, it did not provide the gold results Stavely Minerals was hoping for, it was an excellent undrilled discovery opportunity that was rapidly tested and the Company has moved on to other prospective areas. That the Company can work in Queensland during the winter rains in Victoria, and in Victoria during the summer rains in Queensland - both with very high quality exploration opportunities - means that the seasonality of in-field exploration is negated. During the year, Stavely Minerals has made very significant progress in its search for copper-gold porphyry-style mineralisation. Both the Toora West prospect in the Yarram Park Project and the Thursday’s Gossan deposit in the Stavely Project have been providing some very encouraging results which, your Company believes, provide very exciting discovery opportunities. At Thursday’s Gossan, recent results have demonstrated conclusively that the hunt is on for a copper-gold porphyry with broad intervals of high-level copper-gold mineralisation intercepted in shallow drilling. Much more work is being undertaken to obtain the most information from that drilling to assist our targeting of deeper holes to be drilled later in the year. Likewise, at Yarram Park, the Toora West prospect is shaping up as a very exciting drill target with previous drilling confirming porphyry host units and porphyry-style alteration with new geophysics identifying a large and strong IP chargeability feature located some 800 metres south of Stavely’s maiden drill holes. Your Company intends pursuing these opportunities with the same diligence, using the best available technologies and consultants. We will continue to spend shareholders’ money where it counts - in the ground. While continuing to provide shareholders exceptional value by running a financially responsible company, Stavely Minerals has materially progressed its exploration assets in Victoria and Queensland. It is with great pride that we can boast having 71%1 of expenditure during the year being direct in-the-field expenditure. That non-executive Directors and the Company Secretary have not received any cash remuneration during the year, and that executive Directors had accepted a 40% reduction in salaries demonstrates the commitment of Board and Management to the Company. With market funding for mineral exploration still challenging, despite the improved sentiment towards copper and gold producers, your Company strives to give you the best value opportunity for material discovery within the Company’s assets. The management team only attend a very few conferences during the year that are best suited to promoting the Company’s profile, and fly economy class to get there. Executive Management spent a significant proportion of time in the field as that is where the skills and experience of the management team can add greatest value for shareholders. I sincerely hope you join in our optimism for what is shaping up as a most exciting year for Stavely Minerals. Thank you BILL PLYLEY 1 Refer to ASX Release Quarterly Cashflow Report dated 31 July 2017 2017 Annual Report | Page 3 Overview EXPLORATION The two The Company’s assets located in western Victoria and in northern Queensland are prospective for copper-gold mineralisation with existing VMS-style and porphyry deposits. flagship projects, Ararat and Stavely, host Inferred Mineral Resources that contain over 130Kt of copper and over 19,000 ounces of gold plus accessory zinc and silver. Stavely Minerals is targeting a Cadia-type gold-copper porphyry (Stavely and Yarram Park Projects), and a Degrussa-style VMS (volcanogenic massive sulphide) deposit (Ararat Project). Fairview low-sulphidation The mesothermal to epithermal gold prospect, in the Stavely Project, is potentially analogous to a Lake Cowal gold deposit. There are also indications of ‘Stawell-style’ and ‘intrusive-related’ gold the Ararat mineralisation Project. at Project Queensland The Ravenswood in is northern prospective for intrusive related gold mineralisation, porphyry hosted copper-molybdenum and gold mineralisation, as well as rare earth elements. In excess of 5,000 metres of diamond and reverse circulation (RC) drilling has been conducted at the Toora West copper-gold in the Yarram Park prospect, Project, Thursday’s Gossan copper- gold prospect, Fairview North gold prospect and Mount Stavely the copper-gold prospect, Stavely Project and at The “Bank” prospect, the Ravenswood Project. in in OPERATIONS REPORT Polarisation A total of 54 line kilometres of Induced (IP) geophysics has been completed at the Honeysuckle gold prospect, Ararat Project, Fairview north and south gold prospects, Stavely Project and at the Toora West Prospect, Yarram Park Project. Geophysical programmes conducted in the Ararat Project have identified two new drilling targets. At the Carroll’s VMS prospect, which in previous diamond drilling returned narrow intervals of massive to stringer copper sulphide 0.2 mineralisation metres at 1.77% zinc and 0.12% copper, downhole electromagnetic (DHEM) survey off-hole has conductor which warrants drill testing. and including generated zinc the an including IP surveys over the Follow-up Curtis Diorite in the Ararat Project, which hosts a number of historic gold workings the Honeysuckle Mine, has defined a is chargeability anomaly which for drill considered a priority low testing. There are further amplitude anomalous chargeability features beneath the Honeysuckle gold workings and on the margin of the Curtis Diorite which have been recommended for further work. on based testing a Drill reinterpretation of the structural controls on gold mineralisation at the Fairview North gold prospect has returned a wide mineralised interval of 30 metres at 1.4 g/t gold from 47 metres drill depth, including 11 metres at 2.4 g/t gold. Deep diamond drilling completed at the Thursday’s Gossan prospect in early 2017 confirmed the ‘D’ vein relationship between high- grade copper-silver-gold mineralisation at depth and its distribution and relationship to the near-surface chalcocite blanket. Assay results included 3.1 metres at 1.72% copper, 1.48 g/t gold and 21 g/t silver including 0.9 metres at 5.17% copper, 4.87 g/t gold and 64 g/t silver. the potential drilling these specifically Further targeting near-surface expressions of the sulphide-rich ‘D’ to veins has materially increase the grade of that portion of the Mineral Resource where these veins occur, especially as gold and silver are not included in the current Mineral Resource estimate. the Strong porphyry-style copper-gold mineralisation over a 400 metre strike extent has been intersected shallow RC drilling in completed towards the end of the year at the Thursday’s Gossan copper prospect, with several RC in mineralisation holes ending tails (results from pending). Intercepts include 24 metres at 0.64% copper and 1.2 g/t gold, 29 metres at 0.53% copper and 0.30 g/t gold to end of hole (EoH), 25 metres at 0.52% copper and 0.37 g/t gold to EoH and 3 metres at 4.14% copper and 0.36 g/t gold. diamond The mineralisation is interpreted to be hosted within the upper-level phyllic (sericite-pyrite) to argillic (kaolinite) alteration, meaning that even developed mineralisation should be located at the depth within potassic feldspar-biotite- (potassium magnetite) alteration. better 2017 Annual Report | Page 4 OPERATIONS REPORT The funds raised through the combined Share Placement and SPP were primarily used to accelerate drilling programmes in Queensland targeting breccia- hosted gold mineralisation and in targeting Victoria western porphyry copper-gold mineralisation. Photo 1. RC Drill rig (foreground) and diamond rig (background) at the Thursday’s Gossan prospect, May 2017. Project. intrusive An outstanding porphyry drill target has been generated at the Toora West prospect in the Yarram Park The maiden drilling programme successfully confirmed the existence of a complex ‘blind’ compositionally and texturally consistent with a porphyry copper- gold environment. Petrographic analysis confirmed porphyry-style alteration. A very large and very strong, up to 50mV/V chargeability anomaly has been identified ~800m to the south of the first two diamond holes drilled by Stavely Minerals in early 2017. core of Company’s Exploration activities carried out at Ravenswood the Project in north Queensland led to the identification of The “Bank” breccia target. Diamond drilling at intercepted strong The “Bank” copper-moly-silver sulphide mineralisation in one drill hole, which returned 22.8 metres at 0.60% Copper, including 12.4 metres at 0.95% Copper, 120ppm Molybdenum and 8.0 g/t Silver, and 6.05 metres at 1.31% Copper, 100ppm Molybdenum and 12.4 g/t Silver. CORPORATE to allow 2016, Stavely In November Minerals completed a capital raising which was underpinned by a Share Placement of 13.33 million shares at 15 cents per share to sophisticated and institutional investors to raise $2 million before costs. The Share Placement was oversubscribed. In addition, the Company completed a Share Placement Plan (SPP), also at 15 existing cents shareholders to participate in the capital raising on the same terms as the Share Placement. Stavely offered eligible shareholders the opportunity to subscribe for new shares up to a maximum value of $15,000 per eligible shareholder. Applications totalling $1,531,500 were received, and while that total exceeded the target cap of $1.5 million for the SPP, the Board decided to accept all applications without any scale back. The share subscription agreement between Stavely Minerals and Titeline Drilling Pty Ltd, under which the Company has the option to settle monthly drilling charges by way of a cash payment and/or shares, place. still Approximately $0.78 million of the total $2 million facility has been used as at the end of June 2017. in is In from initiative. During the year, the Company received payments of $300k from the Victorian Government under the TARGET exploration initiative. In June 2016, Stavely Minerals received offers of over $1 million of exploration co-funding for five projects the Victorian Government under the TARGET exploration an economic and geoscience boost to Victoria, the Victorian Government offered a total of almost $2 million in grants to five recipients for nine projects to explore for copper, other base metals and gold in the Stavely Region. A collaborative geological research programme by the Geological Survey of Victoria and Geoscience Australia has identified the Stavely geological province in western Victoria as having potential for copper, other base gold mineralisation. The grant funding industry- is provided on an matched to mineral exploration companies to further metals basis and 2017 Annual Report | Page 5 enhance the understanding of potential mineral deposits in western Victoria, with the view that the investment will generate jobs, economic and other flow-on benefits to the region. The TARGET grants cover up to half the cost of activities, eligible exploration including surveys, geophysical drilling and sample analysis, with the companies funding the balance by their own means. To date the co-funding has been used to conduct geophysical surveys at the Yarram Park, Stavely and Ararat Projects, undertake maiden drilling at porphyry copper-gold targets on the Stavely and Yarram Park the Projects and to advance OPERATIONS REPORT understanding of the Thursday’s Gossan porphyry target through deep diamond drilling. Company distributed The Exploration Development Incentive Scheme (EDI) credits of $406,000 (28.5% of the Company’s eligible 2015- 2016 exploration expenditure of $1.425 million) to Shareholders in June 2017. The EDI credits were to Shareholders pro-rata relative to the number of shares held and the total shares on issue (121,227,119) on the Record date of 17 May 2017. The EDI enables eligible exploration companies to create exploration credits by giving up a portion of their carried forward distributed losses from eligible exploration expenditure and distributing these exploration to equity credits shareholders. investment The EDI is intended to encourage shareholder in companies exploration undertaking greenfields mineral exploration in Australia. Stavely Minerals had a total of $2.54M cash on hand at the end of June 2017, with a further $1.21M available pursuant to the Share Subscription Agreement with Drilling contractor, Titeline Drilling Pty Ltd and $0.7M of Victorian Government co-funding. Photo 2. Soil Sampling at the Ravenswood Project. 2017 Annual Report | Page 6 OPERATIONS REPORT The Projects have excellent infrastructure and access with paved highways, port connection by railroad and a 62 MW wind farm located 8 kilometres from the Stavely Project. The primary land is grazing and broad acre use cropping. The Ravenswood Project is located 90km south of Townsville and 10km south west of Ravenswood in north Queensland. The Mingela- Ravenswood - Burdekin Dam road passes down the eastern boundary of the Project (Figure 2). Review of Operations Background approximately The Ararat and Stavely Projects are located 200 kilometres west of Melbourne and are respectively just west of the regional centre of Ararat, Victoria and just east of the regional town of Glenthompson (Figure 1). The Victorian projects include exploration tenements with a total area of 29 square kilometres of 100% owned and 72 square kilometres of joint venture tenure. topography The Queensland Project includes four granted exploration licences with a total area of 548 square is kilometres. The made up of rolling hills alternating with sandy flats. The Burdekin River runs through the Project area. Access within the tenements is by 4WD via station tracks. Figure 1. Ararat, Stavely and Yarram Park Project Location Plan. Figure 2. Ravenswood Project Location Plan. 2017 Annual Report | Page 7 OPERATIONS REPORT Regional Victoria Geology Western The Ararat and Stavely Projects, while only 40 kilometres apart, are hosted within materially different geologic domains (Figure 3). The Ararat Project is hosted in the Stawell - Bendigo zone of the Lachlan Fold Belt and is comprised of Cambrian age mafic volcanic and pelitic sedimentary units of the Moornambool Metamorphics which were metamorphosed to greenschist to amphibolite facies during the Silurian period. of The Stavely Project is hosted in Cambrian age Delamerian Orogeny submarine mafic and intermediate volcanics and tuffs which were overlain by quartz-rich turbidite sequences of the Glenthompson Sandstone. These sequences were deformed in the late-Cambrian. Seismic traverses by the Victorian Department Economic Development, Jobs, Transport and Resources in western Victoria have supported the interpretation of an Andean-style convergent margin environment for the development of the buried Stavely Arc beneath the Stavely Volcanic Complex and environs (Cayley, in prep, pers. comm., 2013). This regional considered is architecture conducive to the formation of fertile copper / gold mineralised porphyry systems (Crawford et al, 2003) as is the case with the Macquarie Arc in New South Wales, which hosts the Cadia Valley and North Parkes copper- gold porphyry complexes. mineralised Lachlan Fold Belt and The Delamerian sequences are in fault contact large-scale thrusting along the east dipping through Figure 3. Geology of south-eastern Australia. Moyston Fault (Cayley and Taylor, 2001). Largely unconformably overlying both these domains by low-angle décollement is a structural outlier of the younger Silurian fluvial to to shallow marine mudstone the Grampians Group. sequences of sandstone Regional Queensland Geology North The dominant rock types within the Ravenswood Project are typically I-type calcic hornblende- biotite granodiorite to tonalite of the Ravenswood Batholith of to Middle Middle Devonian age (Figure 4). Silurian A major structure, the Mosgardies Shear Zone, cuts east-west through Ravenswood Batholith the adjacent to three gold centres. The shear zone is up to 2.5km wide. The main reef at Ravenswood, the ”Buck Reef”, is contained within the Mosgardies Shear Zone. The majority of faults in the area are transverse to the Morgardies Shear Zone and trend 30o to 40o either side of north. The bulk of the auriferous quartz reefs and leaders are hosted by shears with NW to NS orientation. Mineralisation is associated with shear hosted quartz veins and is dominated by pyrite-chalcopyrite- galena-gold. are The generally narrow and of limited strike style of mineralisation is widespread but of low tonnage. length. This veins 2017 Annual Report | Page 8 OPERATIONS REPORT chalcopyrite Copper as (and molybdenum-gold) mineralisation is also associated with quartz porphyry stocks. Mineralisation is contained both in sparse quartz veins and disseminated within the intrusive. More widespread phyllic (quartz- sericite) and potassic (biotite) alteration is reported suggestive of style alteration and porphyry style of mineralisation. deposit offers bulk tonnage potential. This in Cu-Au-Mo occurs intrusive breccias (“pipes”) at Three Sisters and Mt Wright outside the Project area. Paleoplacer gold deposits occur in Quaternary sediments on the flanks of Tertiary laterites. Figure 4. Ravenswood West Project – Regional Geology Plan. 2017 Annual Report | Page 9 OPERATIONS REPORT Mineral Resources The Ararat and Stavely Projects host Mineral Resources reported in compliance with the 2012 JORC Code: (a) Ararat Project Mineral Resource In the Ararat Project, the Mount Ararat prospect hosts a Besshi- style VMS deposit with an estimated (using a 1% Cu lower cut-off) Total Mineral Resource of 1.3Mt at 2.0% copper, 0.5 g/t gold, 0.4% zinc and 6 g/t silver for a contained 26kt of copper, 21,000 ounces of gold, 5.3kt of zinc and 242,000 ounces of silver (Table 1). Refer to ASX release dated 8 September 2015 for all criteria for sections 1, 2 and 3 of the JORC Code Table 1 and 2. The Mt Ararat Copper Indicated and Inferred Resource Estimate, August 2017, remains unchanged from the Mt Ararat Copper Indicated and Inferred Resource Estimate, August 2015. There has been no additional drill data collected from the deposit and although economic circumstances affecting the mining industry have changed the underlying assumptions utilised in 2015 Mineral Resource estimate remain valid. 2015, since (b) Stavely Project Mineral Resource In the Stavely Project, at the Thursday’s Gossan prospect, a near surface secondary chalcocite an enriched estimated (using a 0.2% Cu grade lower cut-off) – 28Mt at 0.4% copper for 110kt of contained copper (Table 2). blanket with The Thursday’s Gossan Chalcocite Copper Inferred Mineral Resource Estimate remains unchanged from the Thursday’s Gossan Chalcocite Resource Inferred Copper Estimate, August 2013. Although economic circumstances affecting the mining industry have changed since underlying assumptions utilised in the 2013 Mineral Resource estimate remain valid. 2013, the Table 1. The Mount Ararat Resource Estimate. Reporting Threshold Classification Domain Tonnes: Cu Resource (KT) Cu Grade (%) Tonnes: Au,Ag,Zn Resource (KT) Au Grade (ppm) Ag Grade (ppm) Zn Grade (%) 1.0% Cu 2.0% Cu Indicated Inferred Total 1% Cu Indicated Inferred Total 2% Cu Supergene Fresh Total Weathered Supergene Fresh Total Supergene Fresh Total Weathered Supergene Fresh Total 50 200 250 170 30 870 1070 1320 30 80 110 30 20 230 280 390 2.4 2.2 2.2 1.7 2.2 1.9 1.9 2.0 2.9 2.9 2.9 2.9 3.0 3.0 3.0 2.9 170 80 1070 1320 1320 30 50 310 390 390 0.5 0.4 0.5 0.5 0.5 1.3 0.3 0.6 0.6 0.6 3.1 4.4 6.2 5.7 5.7 7.9 4.2 7.7 7.3 7.3 0.1 0.4 0.4 0.4 0.4 0.2 0.4 0.6 0.5 0.5 Table shows rounded estimates. This rounding may cause apparent computational discrepancies. Significant figures do not imply precision. Nominal copper grade reporting cuts applied. Three material types reported as varied economic factors will be applicable to the deposit base on reported material types. 2017 Annual Report | Page 10 OPERATIONS REPORT Table 2. The Thursday’s Gossan Chalcocite Copper Inferred Resource Estimate (reviewed in 2017). Table shows rounded estimates. This rounding may cause apparent computational discrepancies. Significant figures do not imply precision. Nominal copper grade reporting cuts applied. Three mineralised thicknesses reported as varied economic factors are likely to be applicable to each. Ararat Project The Ararat Project is prospective for VMS copper-gold-zinc-silver mineralisation as well as ‘Stawell- style’ and intrusion-related gold mineralisation. Geophysics, including an IP survey at the Honeysuckle Gold prospect and a DHEM survey at the Carroll’s VMS prospect, where successful in identifying significant new drill targets in the Ararat Project (Figure 5). The IP and DHEM programmes were part of the Victorian Government TARGET exploration initiative co-funding. The Mount Ararat copper deposit and the Carroll’s prospect lie within a small portion of a much more extensive prospective exhalative horizon on the contact between the Carrolls Amphibolite and the Lexington Schist. Figure 5. Ararat Project – Copper and Gold Targets. 2017 Annual Report | Page 11 The Ararat Goldfield has significant historic alluvial and deep lead production of circa 640,000 ounces of gold but with no known substantial hard-rock source. i. Carroll’s Base Metal Prospect A DHEM survey was completed on the two diamond holes drilled at the Carroll’s VMS prospect in late 2015. The diamond holes were drilled to target strong IP anomalies the prospective VMS within horizon. The drilling returned intervals of massive to narrow stringer sulphide zinc and copper mineralisation, including: OPERATIONS REPORT o 0.2 metres at 1.77% zinc and 0.12% copper o 0.25 metres at 0.57% zinc and 0.13% copper o 0.25 metres at 0.41% zinc base metal The aim of the DHEM survey was to ascertain if there were any off-hole conductors which may be the result of sulphide mineralisation. Drill hole SADD007 returned a small isolated on-hole response which matched a 5 metre intersection containing sphalerite interval within and a bearing copper. Drill hole SADD005 returned a distal off-hole response, which was modelled to establish thinner the projected downhole depth. Simultaneous modelling with the Fixed Loop Electromagnetic data indicated a collected projected intersection at a depth of 500m. This predicted depth agreed with independent modelling of only the DHEM data. in 2013 Despite the abundant sulphide mineralisation intercepted, selective sampling of the drilling did not return any significant gold intercepts or interesting any pathfinder elements. ii. Honeysuckle Mine Gold Prospect There are a number of historic mines, including the Honeysuckle Mine, hosted within a late-phase in the Ararat intrusive granite Project Field (Figure identified investigations alteration which may indicate the presence of a reasonably sized gold mineralised although focussed upon historic mining narrow, high-grade reefs. system, have 6). Gold in the Honeysuckle area was discovered in 1897 and grades of 7.5 g/t gold were reported. With the gold being hosted within an intrusive, IP is likely to be effective in identifying sulphides potentially associated gold mineralisation. with IP data was collected on four lines over the Curtis Diorite in the Honeysuckle Mine area. Processing of the data and integration with magnetic and gravity data has led to the identification of a number of chargeability features which are considered worthy of follow-up. Previous rock chip sampling by the Company in the vicinity of the Honeysuckle Mine returned a gold value of 5.33 g/t. Additional IP data will be collected prior to the selection of drill targets. 2017 Annual Report | Page 12 Figure 6. Ararat Project – Simplified Geology with Primary Gold Workings and IP Anomalies. Stavely Project opportunities The Stavely Project hosts several for significant discovery of porphyry copper-gold and VMS base-metals +/- gold deposits. During the year the Company conducted diamond and RC drilling at the Thursday’s Gossan porphyry prospect, Mount Stavely porphyry prospect and the Fairview North gold prospect. An extensive IP completed at the survey was south and Fairview prospects. Three diamond holes at Thursday’s Gossan one diamond hole at Mount Stavely were co-funded by the Victorian north and OPERATIONS REPORT Government TARGET exploration initiative. Diamond drill testing based on a reinterpretation of the structural controls on gold mineralisation at the Fairview North gold prospect returned a thick zone of strong near surface gold mineralisation with a mineralised interval of 30 metres at 1.4 g/t gold from 47 metres drill Subsequent RC drilling depth. returned mineralised intervals including 17 metres at 1.23 g/t gold a from mineralised envelope of 57 metres at 0.57 g/t gold from surface. 23 metres within Exploration during the year has led to Stavely Minerals’ exploration team developing a conceptual model that there were two phases of mineralisation at Thursday’s Gossan. The early porphyry phase is a low-grade copper-only phase that previous explorers had identified and is of little economic interest. Stavely’s original interest in the Project was based on the recognition, in previous explorer’s drill core, of evidence of intense high-level alteration associated with copper-gold mineralisation. The Company’s belief was that these attributes were indications that a second- phase porphyry existed at depth that had not yet been seen in the historical drilling (Figure 7). copper-gold strong Figure 7. Thursday’s Gossan Prospect Conceptual Model. 2017 Annual Report | Page 13 OPERATIONS REPORT zone. This was mainly because previous explorers had not assayed for gold or silver in many drill holes within results this conclusively demonstrate that significant gold and silver grades are hosted within the Mineral Resource area. These on Study Scoping A the development of the chalcocite resource has been progressing well with some very positive outcomes achieved to date. However, the the believes Company relationship between the higher copper grades and the distribution of silver and gold grades as they relate to the porphyry ‘D’ veins requires further investigation as a priority before the Scoping Study is finalised. that i. Thursday’s Gossan Porphyry Prospect deep initiative diamond holes Three (SMD006, SMD007 and SMD008) for a total of 950 metres were drilled at the Thursday’s Gossan Porphyry prospect as part of the Victorian Government TARGET co- funded exploration in early 2017 (Figure 8). This drilling resulted in a major advance in the understanding of the controls on the near-surface, high grade gold and copper, mineralisation as well as assisting with vectoring towards the potassic ‘core’ to the porphyry altered system. silver from results This theory is supported by initial assay the deep diamond drilling at the Thursday’s Gossan copper prospect which confirmed the ‘D’ vein relationship between high-grade copper-silver- gold mineralisation at depth and its distribution and relationship to the near-surface chalcocite blanket. Assays confirming the high-grade at mineralisation Thursday’s Gossan include results of up to 4.87 g/t gold, 64 g/t silver and 5.17% copper. controls In addition, very encouraging results including 24 metres at 0.64% copper and 1.2 g/t gold have been received from the RC drilling programme designed to follow-up the new interpretation of the controls on high-grade copper-gold mineralisation in the near-surface chalcocite-enriched copper ‘blanket’. are the intercepts for These shallow copper-gold (and silver) very significant potential development of the near-surface chalcocite enriched ‘blanket’ at Thursday’s Gossan, demonstrating that significant gold and silver values exist within this zone. All Resource Mineral previous estimates the Thursday’s for Gossan chalcocite blanket (28Mt at 0.4% copper in Inferred Resources, see ASX release dated 8 September 2015) to date have only estimated the copper within the deposit, silver. excluding gold and Figure 8. Stavely Project – Thursday’s Gossan Drill Hole Location Plan. 2017 Annual Report | Page 14 zone to SMD006 intercepted a deeper than of average supergene enrichment a depth of approximately 100 metres. This zone hosts multiple ‘D’ veins including a 12 metre wide ‘D’ vein which is believed to occur at a low angle fault contact. A number of sulphide ‘D’ veins were intersected from 27 to 83 metres and 137 to 237 metres in drill hole SMD007. rich Previously recognised porphyry ‘D’ veins noted in drilling at depth are now believed to be responsible for the higher tenor copper, gold and silver results close to surface, including: o 7.7 metres at 4.1% copper and 1.1 g/t gold from 94.7 metres; and o 9.5 metres at 25.9% copper and 0.4 g/t gold from 154.6 metres in drill hole SNDD001; o 6 metres at 4.23% copper, 50 g/t silver and 0.42 g/t gold from 32 metres in drill hole TGAC016; o 33 metres at 0.6 g/t gold from 23 metres, including 9 metres at 1.76 g/t gold from 26 metres in drill hole TGAC013; o 12 metres at 1.08% copper and 0.24 g/t gold from 30 metres in drill hole TGAC004; and o 32 metres at 0.8% copper and 0.4 g/t gold from 22 metres in drill hole VSTD001. These intercepts are located within the existing and adjacent to chalcocite Mineral blanket Resource of 28 Mt at 0.4% copper. At least two distinct north-west striking trends are evident in the near-surface expression of these OPERATIONS REPORT zones two sulphide-rich of porphyry ‘D’ veins, both of which were originally recognised in the Company’s earlier deep diamond drill holes, SMD001 and SMD003 (Figure 9). Results from drill hole SMD007 confirm the ‘D’ vein relationship with high-grade copper-silver-gold mineralisation with assay results including: o 3.1 metres at 1.48 g/t gold, 21 g/t silver and 1.72% copper from 216.9 metres depth, including 0.9 metres at 4.87 g/t gold, 64 g/t silver and 5.17% copper o 4.3 metres at 0.44 g/t gold, 6 g/t silver and 1.66% copper from 237 metres depth, including 1.3 metres at 0.16 g/t gold, 16 g/t silver and 5.16% copper. Processing and sampling of drill holes SMD006 and SMD008 and the remainder of SMD007 has been the assay completed however results were outstanding at the end of the year. Four sections of five holes each for a total of 20 RC holes were drilled to confirm an interpretation that copper-gold high-grade mineralisation near surface at Thursday’s Gossan is hosted by sulphide-rich veins in structures ‘leaking’ from a porphyry intrusion at depth (Figure 10). The shallow drilling has intersected thick zones of strong porphyry-style copper-gold mineralisation. Selected results from this highly successful campaign drilling include: o 24 metres at 0.64% copper and 1.2 g/t gold, including 14 metres at 0.82% copper and 1.99 g/t gold, including 1 metre at 0.84% copper and 22.2 g/t gold o 29 metres at 0.53% copper and 0.30 g/t gold to end of hole (EoH), including 4 metres at 1.39% copper, 0.5 g/t gold and 55 g/t silver o 25 metres at 0.52% copper and 0.37 g/t gold to EoH o 3 metres at 4.14% copper, 0.36 g/t gold and 59 g/t silver o 43 metres at 0.55% copper and 0.11 g/t gold o 28 metres at 0.59% copper and 0.19 g/t gold o 8 metres at 0.74% copper and 0.17 g/t gold o 25 metres at 0.30% copper and 0.29 g/t gold to EoH, including 3 metres at 1.24% copper and 1.31 g/t gold. Selected significant intercepts from the RC drilling is presented in Figure 10 and the drill sections are provided in Figures 11 to 14. Selected RC drill holes have been extended with diamond drill hole “tails” and while assays were still pending at year end for these intersections, they are visually very impressive. 2017 Annual Report | Page 15 OPERATIONS REPORT Figure 9. Thursday’s Gossan drill collar plan showing the two NW trends of drill holes with +0.1 g/t gold interpreted to coincide with the near-surface expression of the sulphidic ‘D’ veins. 2017 Annual Report | Page 16 OPERATIONS REPORT Figure 10. Thursday’s Gossan Chalcocite Deposit – Drill Hole Location Plan with selected significant intercepts from RC drilling. 2017 Annual Report | Page 17 OPERATIONS REPORT Figure 11. Thursday’s Gossan Prospect Schematic Cross Section STRC009 – STRC001D. 2017 Annual Report | Page 18 OPERATIONS REPORT Figure 12. Thursday’s Gossan Prospect Schematic Cross Section STRC010 – STRC004. 2017 Annual Report | Page 19 OPERATIONS REPORT Figure 13. Thursday’s Gossan Prospect Schematic Cross Section STRC020 – STRC016. 2017 Annual Report | Page 20 OPERATIONS REPORT Figure 14. Thursday’s Gossan Prospect Schematic Cross Section STRC015 – STRC011. 2017 Annual Report | Page 21 ii. Fairview Gold Prospect with During the year an IP survey and diamond and RC drilling were conducted at the Fairview gold prospect, where a 4.8 kilometre long mesothermal to epithermal gold anomalism was originally in soil sampling and identified followed-up shallow reconnaissance aircore, RC and limited diamond drilling. The drilling conducted by Beaconsfield Gold Mines Pty Limited between 2006 and 2010 returned numerous anomalous intercepts, gold including 2.5 metres at 17.44 g/t gold; 2 metres at 16.06 g/t gold and 4 metres @ 6.69 g/t gold. However previous drilling has failed to provide a focus for further drilling which could potentially lead to the discovery of a Lake Cowal-style gold deposit. A total of 29 line kilometres of IP data was collected over a strike of 4.5 kilometres at the Fairview North and South gold prospects. The IP programme was co-funded the Victorian Government by TARGET initiative. exploration Interpretation of the IP data has been disadvantaged by the limited direct information available due to the shallow depths of historical drilling which rarely penetrated IP below interpreted base of oxidation as well as the drilling being restricted to the central corridor of the survey area. geological the Previous explorers have tested the Fairview North gold prospect with a large number of aircore drill holes, eleven RC holes and two diamond drill holes (Figure 15). Strong near- surface gold grades up to 1 metre at 28 g/t gold were achieved but inconsistent along had proven OPERATIONS REPORT section and between sections. A new interpreted orientation of shallowly NW dipping mineralised vein arrays at Fairview North was drill tested by drill hole SMD011, which intersected: o 30 metres at 1.4 g/t gold from 47 metres depth, including 11 metres at 2.4 g/t gold, drill The newly interpreted shallow NW plunge of the vein arrays would account for the inconsistency of the previous drill sections oriented to 070 degrees magnetic given that these drill sections would have been approximately parallel to the strike of the mineralised veins. Diamond drill hole SMD011 was drilled at -55 degrees dip to 155 degrees azimuth – almost at right- angles to previous drilling. The mineralisation is associated with fine quartz veins with central terminations, within which are hosted sulphides sphalerite (zinc), galena (lead) and minor chalcopyrite (copper). The sphalerite is a pale yellow to honey- coloured species, low-iron indicating a low temperature of typical of a distal formation porphyry environment. base-metal The high angle of incidence of most of the veins to the drill core does indicate that SMD011 was drilled perpendicular to the mineralised veins. The Fairview North and Fairview South prospects are marginal to the interpreted Mount Stavely porphyry at depth, as indicated by a distinct gravity low (Figure 15). Late in the year, RC drilling was conducted to specifically target the revised geometry interpretation of the gold mineralised veins. Broad zones of low grade mineralisation 16 17). intercepted was from surface, including 57 metres at 0.57 g/t gold and 68 metres at 0.42 g/t gold These and (Figure mineralised envelopes included higher grade intercepts of 17 metres at 1.23 g/t gold from 23 metres and 16 metres at 1.04 g/t gold from 6 metres. These RC drill results appear to confirm the shallow NNW dip to the structurally controlled gold mineralisation. low-grade gold Given that the intervals commence mineralised from surface, composite bulk samples are being collected for metallurgical to the determine mineralisation may be amenable to low-cost gold production. test work whether leach heap 2017 Annual Report | Page 22 OPERATIONS REPORT Figure 15. Fairview North Gold Prospect – Drill Hole Collar Plan over Gravity draped on magnetics. 2017 Annual Report | Page 23 OPERATIONS REPORT Figure 17. Fairview North Gold Prospect – SFRC001 – SFRC004 Oblique Section. Figure 16. Fairview North Gold Prospect – SFRC002 – SFRC003 Oblique Section. 2017 Annual Report | Page 24 iii. Mount Stavely Porphyry Prospect is Two diamond drill holes have been completed at the Mount Stavely porphyry copper-gold target. The Mt Stavely porphyry target is reflected as a ‘low’ in gravity data and as a ‘low’ in the airborne magnetic data which is interpreted to reflect magnetite destructive hydrothermal fluid alteration. A porphyry is inferred to exist at depth and in proximity to marginal gold mineralisation at the Fairview gold prospect, which itself low- is sulphidation style mineralisation. An IP survey in the Mt Stavely area returned a chargeability feature which was slightly offset from the gravity low. Geochemical soil sampling over the Mount Stavely prospect returned anomalous arsenic, molybdenum and gold values. interpreted epithermal to be a geochemical Drill hole SMD009, was drilled to a depth of 321 metres as part of the co-funded exploration TARGET initiative and was designed to test a co-incident IP chargeability feature anomalism and (Figure 18). Drilling did intercept a sulphide- mineralised polymict breccia which displayed four to five sulphide recognisable mineralisation events but did not return any gold or base metal results. of magnetite both as pervasive magnetite and numerous magnetite veins are now considered to be responsible for the IP chargeability anomaly. abundance alteration The OPERATIONS REPORT A second hole (SMD010) was drilled to a depth of 230.9 metres to target a smaller IP anomaly and and coincident molybdenum arsenic soil geochemical anomaly to the north-west of the Mount low (Figure 18). Stavely gravity Apart from a shear zone near the end of the hole which quartz- carbonate veining with sphalerite- chalcopyrite was galena and encountered, sulphide mineralisation is largely restricted the to diagenetic pyrite mudstones. in Figure 18. Mount Stavely Copper-Gold Prospect – Soil Sampling (Mo) over Gravity Draped on Magnetics. 2017 Annual Report | Page 25 OPERATIONS REPORT Yarram Park Project The Yarram Park Project is located within an area where interpretation of the regional aeromagnetic data has identified the presence of an offset portion of either the Mount Stavely Belt, or the Bunnagul Belt, beneath the Quaternary cover (Figure 19). Both the Mount Stavely Belt and the Bunnagul Belt are considered to be highly prospective for porphyry copper-gold and diatreme-hosted gold mineralisation. intrusive-related Two phases of IP and a diamond drilling programme was conducted at the Toora West porphyry prospect in the Yarram Park Project. The first phase of IP and the two diamond holes were co-funded by the Victorian Government TARGET exploration initiative. An outstanding porphyry drill target has been generated at the Toora West prospect. Maiden drilling in early 2017, confirmed the existence of the right host rocks with the presence of distal porphyry-style alteration. A very large and very strong, up to 50mV/V chargeability anomaly has been identified from IP the recent anomaly is located approximately 800m to the south of the previous drilling and is a Priority 1 drill target for Stavely Minerals. IP survey. This i. Toora West Prospect low with peripheral The Toora West target comprises a coincident magnetic high and gravity IP chargeability features within the prospective Mount Stavely Volcanic Complex (Figure 20). Two diamond drill holes for a total of 650 metres IP were completed to test an chargeability initially identified from a survey conducted in 2015. anomaly strong Analysis of the additional IP data collected towards the end of the year has identified a very large and chargeability IP very anomaly being some 500 metres in diameter and the 20mV/V anomaly being in excess of 1km in diameter in an NW/SE orientation (Figure 21). confirmed The maiden drilling programme at Toora West the existence of a previously un-known complex, intrusive ‘blind’ the correct to be considered composition to host a porphyry copper ± gold deposit. Petrographic description of the intrusive units intersected in the indicates that, texturally drilling and compositionally, they are typical of those found in some low- K calc-alkaline porphyry copper- gold systems. 2017 Annual Report | Page 26 Figure 19. Yarram Park Project – Aeromagnetic Image. OPERATIONS REPORT the Further, petrographic description of the intrusive and metamorphic units describes a weak-to-moderate widespread early and hot potassic alteration, expressed as biotite and K-spar alteration of mafic minerals and K- spar alteration of plagioclase feldspars. Also observed was a later moderate alteration propylitic overprint expressed as a chlorite alteration of mafic minerals. The intrusive phases intersected in the drilling hosted both early and later porphyry-style alteration, albeit likely distal to a potentially mineralised gold copper porphyry. Recently completed IP geophysics has identified a very large and very strong chargeability anomaly located approximately 800 metres to the south of the maiden drill hole locations. ± There is strong potential that this chargeability anomaly may be caused by disseminated sulphides copper-gold with associated mineralisation. now considered a Priority 1 drill target, which is being prepared for drill testing. This is Figure 20. Yarram Park – Gravity Draped on Magnetics. 2017 Annual Report | Page 27 OPERATIONS REPORT Figure 21. Yarram Park – Toora West IP Chargeability Anomaly on Magnetics. 2017 Annual Report | Page 28 OPERATIONS REPORT programmes exploration The to led the during the year identification of “Bank” The breccia-hosted gold target (Figure 23). The “Bank” breccia was interpreted to be a sub-volcanic formed by deep- breccia pipe seated explosive fracturing of a column of rock above a porphyry intrusion. In north-east Queensland these breccia pipes are often associated with porphyritic rhyolite intrusions and, due to the additional porosity induced by the often multiple brecciation events, present ideal Intrusive-Related hosts for Gold System (IRGS) style gold mineralisation. later Ravenswood Project orogenic The Ravenswood Project is highly gold-copper for prospective excellent mineralisation, with and potential for intrusive-related gold mineralisation, as well as having copper- four molybdenum-gold prospects identified (Figure 22). porphyry Figure 22. Ravenswood Project – Prospect Location Plan. 2017 Annual Report | Page 29 OPERATIONS REPORT Figure 23. Ravenswood West Project (EPM26041) – Prospect Location Plan. Other notable IRGS gold deposits in north-east Queensland include: Kidston- 5.0 million ounces of gold (breccia-hosted), Ravenswood - 4.8 million ounces of gold, Mount Leyshon - 3.5 million ounces of gold (breccia-hosted), Red Dome - 2.1 million ounces of gold, Mungana - 1.1 million ounces of gold, Mount Wright - 1.0 million ounces of gold (breccia-hosted), and Welcome - 0.21 million ounces of gold (breccia-hosted) During the year five diamond holes were drilled to test The “Bank”. One hole returned strong copper-moly- silver sulphide mineralisation with a broad interval of 22.8 metres at 0.60% copper. A review of the drill core led to the conclusion that all the Cu-Mo + Ag mineralisation is associated with an equigranular intrusion interpreted as Barrabas Adamellite and is not a prospective target. the Ordovician i. The “Bank” Breccia Prospect During the year, field mapping, rock chip and soil sampling conducted at the Ravenswood West Project lead to the identification of The “Bank” breccia-hosted gold target. At The “Bank” breccia there is evidence of poly-phase brecciation, quartz veining and sulphide mineralisation both as disseminations and as fill in the core of dog’s tooth and banded quartz veins. The breccia system appears to encompass three low hills including The “Bank” breccia to the south, Hamish’s Hill to the north and Chalcedony Hill to the 2017 Annual Report | Page 30 (Figure 24). east Rock-chip sampling confirms the ‘spotty’ gold anomalism with more consistent anomalism in elements considered to reflect the very high level of exposure of the breccia pipe system including lead, silver, arsenic and antimony. Rock-chips up to 0.5 g/t gold and high silver to 28.5 g/t with associated high lead values to 7,740 ppm characterise Hamish’s Hill (Figure 24). At The “Bank” breccia, rock-chip results have returned gold up to 0.25 g/t with high silver to 45.7 g/t associated with strong arsenic and antimony anomalism to 4,310 ppm and 1,720 ppm respectively (Figure 24). In late 2016 five diamond holes were drilled for a total of 1838 metres (Figure 24). Encouraging zones of vein-hosted and breccia- hosted quartz-carbonate-sulphide OPERATIONS REPORT mineralisation was intersected in all five holes and strong copper-moly- silver sulphide mineralisation was intercepted in drill hole SRD002 (Figure 25) within a broad interval of 22.8 metres at 0.60% copper there are higher grade intervals including: o 12.4 metres at 0.95%, 120 ppm molybdenum and 8.0 g/t silver, including 6.05 metres at 1.31% copper, 100 ppm molybdenum and 14.4 g/t silver. A subsequent review of the drill core led to the conclusion that all the copper-moly-silver sulphide is typical of that mineralisation which might be expected in association with a larger batholitic intrusion body. No tuffisites, which would have provided analogies to a Mt Leyshon target, or rhyolite In addition, is apparent dykes, which would be analogous to a Kidston style breccia pipe, were recognised. the sheeted veins intersected in the drilling were barren. While some concentration of metals (copper- in the moly-silver) structurally controlled greisens, it was considered that these are small and unlikely to lead to significant targets. Consequently, the target as defined from surface features has been tested and does not fit the It was exploration concluded that The “Bank” breccia prospect does not warrant further work. concept. Figure 24. Ravenswood West Project – The “Bank” Breccia Prospect Drill Hole Location Plan. 2017 Annual Report | Page 31 OPERATIONS REPORT Figure 25. Ravenswood West Project – The “Bank” Breccia Prospect Cross Section SRD002. ii. Rare Earth Element Target element sediment stream Follow-up sampling was conducted within the Ravenswood West project area to find the source of the strong rare earths anomalism identified in a stream sediment sample taken by BHP Minerals in The sample the mid 1990’s. returned results up to 0.25% cerium, 0.14% lanthanum, 768 ppm neodymium, ppm praseodymium and 102 ppm samarium, and other rare earth elements which to date have not These been followed 218 up. rare ‘Lanthanide’ earth light elements are characteristic of a rare intrusive rock called a carbonatite which globally host the largest and highest grade rare earth deposits (eg. Mt Weld, in Western Australia). The first phase of stream sediment sampling conducted along the Barrabas Creek and its’ tributaries returned more anomalous results than the historical samples with up to 0.63% cerium, 0.34% lanthanum, 2,270 ppm neodymium, 672 ppm praseodymium and 345 ppm samarium. in taken stream sediment Follow-up the samples were tributaries of the Barrabas Creek as well as in the tributaries of the Elphinstone Creek. These samples also returned highly anomalous rare earth element results, with one sample assaying 0.91% cerium, lanthanum, 3,130 ppm 0.43% neodymium, ppm 926 praseodymium and 514 ppm samarium. the anomalous rare earth assays, a number of samples assayed in excess of 0.1 g/t gold with a peak value of 1.1 g/t gold. In addition to 2017 Annual Report | Page 32 OPERATIONS REPORT JORC Compliance Statement The information in this report that relates to Exploration Targets, Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Chris Cairns, a Competent Person who is a Member of the Australian Institute of Geoscientists. Mr Cairns is a full-time employee of the Company. Mr Cairns is the Managing Director of Stavely Minerals Limited, is a substantial shareholder of the Company and is an option holder of the Company. Mr Cairns has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Cairns consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. With respect to reporting of the Mineral Resources at the Mt Ararat VMS copper-gold-zinc deposit and Thursday’s Gossan chalcocite copper deposit, the information is extracted from the report entitled “Mount Ararat 2015 Resource Estimate Report” dated 24 August 2015 and “Appendix 1, Reporting of Thursday Gossan Chalcocite Copper Resource against criteria in Table 1 JORC Code 2012” authored by Mr Duncan Hackman of Hackman and Associates Pty Ltd. Mr Hackman is a Member of the Australian Institute of Geoscientists and has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (The JORC Code, 2012 Edition). As there has been no new information generated from the Mineral Resource areas, Mr Cairns has reviewed the underlying assumptions in the 2015 Mineral Resources reports and finds that there have been no material changes and that the underlying assumptions and technical parameters remain valid. There are therefore no changes to the Mineral Resources estimates from this annual review. Stavely Minerals’ policy for Mineral Resources estimates is to have the estimates done by suitably qualified and experienced external consultants and have these estimates reviewed internally by suitably qualified and experienced Stavely Minerals’ personnel. 2017 Annual Report | Page 33 OPERATIONS REPORT Bibliography Australian Stratigraphic Names Database, 2012, Geoscience Australia. Bastrakov, E. 2014. Stavely Regional Drilling Project, western Victoria: sulfur isotopic fingerprinting of Cambrian copper systems. http://www.ga.gov.au/about-us/news-media/minerals-alert.html#e Cayley, R.A., 1988, The structure and metamorphism of the Mount Ararat region Victoria. B.Sc. (Hons) thesis, University of Melbourne, Melbourne (unpubl.). Cayley, R.A and Taylor, D.H., 2001, Ararat: 1:100 000 map area geological report. Geological Survey of Victoria Report 115. Crawford, A.J., 1988, Cambrian. in J.G. Douglas & J.A. Ferguson (eds.) Geology of Victoria. Geological Society of Australia, Victorian Division, Melbourne, page 37- 62. Corbett, G., 2012, Corbett, G. J., 2012 Comments on the potential for the Mount Stavely Volcanics to host porphyry Cu-Au mineralisation. Unpublished report to the Geological Survey of Victoria, June 2012. Corbett, G. & Menzies, D., 2013, Review of the Thursdays Gossan Project, Victoria for Northern Platinum Pty Ltd. Internal company report. Crawford, A.J., Cayley, R.A., Taylor, D.H., Morand, V.J., Gray, C.M., Kemp. A.I.S., Wohlt, K.E., Vandenberg, A.H.M., Moore, D.H., Maher, S., Direen, N.G., Edwards, J., Donaghy, A.G., Anderson, J.A., and Black, L.P., 2003, Neoproterozoic and Cambrian continental rifting, continent-arc collision and post-collisional magmatism in Evolution of the Palaeozoic Basement. Geological Society of Australia, Sydney, Australia, pages 73 -93. Halley, S., 2013, Interpretation of HyLogger Spectral Data from the Stavely Volcanic Belt, Western Victoria for Northern Platinum Pty Ltd. Internal company report. Hackman and Associates Pty Ltd., 2013a, Thursday Gossan Chalcocite Copper Deposit, Victoria, Australia 2013 Resource Estimate Report. Hackman and Associates Pty Ltd., 2013b, Mount Ararat Copper Deposit, Victoria, Australia 2013 Resource Estimate Report. Hackman and Associates Pty Ltd., 2015, Mount Ararat, Victoria, Australia 2015 Resource Estimate Report. Holliday, J.R., and Cooke, D.R., 2007, Advances in Geological Models and Exploration Methods for Copper ± Gold Porphyry Deposits in Proceedings of Exploration 07: Fifth Decennial International Conference on Mineral Exploration, B Milkereit (ed), pages 791-809. Spencer, A.A.S., 1996, Geology and Hydrothermal Alteration of Thursdays Gossan Porphyry System, Stavely, Victoria BSc (Hons) Thesis La Trobe University (Unpublished). Stuart-Smith, P.G. & Black, L.P., 1999. Willaura, sheet 7422, Victoria, 1:100 000 map geological report. Australian Geological Survey Organisation Record 1999/38. 2017 Annual Report | Page 34 DIRECTORS’ REPORT Your Directors present their report for the year ended 30 June 2017. DIRECTORS The names and particulars of the Directors of the Company in office during the financial year and up to the date of this report were as follows. Directors were in office for the entire year unless otherwise stated. William Plyley B.Sc (Metallurgical Engineering) Non Executive Chairman (appointed 6 December 2013) Mr William Plyley is a mining executive with over 36 years operational experience in exploration, mining, processing, and management with substantial resources companies such as Placer Dome Inc, Normandy Mining Limited and Red Back Mining Inc. He has been responsible for major mine developments in Ghana, West Africa and Australia. He has also had significant roles in development and expansion of mines in Papua New Guinea and Australia. Mr Plyley retired, in late 2010, from a role as Chief Operating Officer of La Mancha Resources where he was responsible for the development of the Frog’s Leg and White Foil mines near Kalgoorlie, Western Australia and the operation of mines in Sudan and Cote d’Ivoire, Africa. Recently, Mr Plyley was a Director of Integra Mining Limited from November 2011 until the take over of Integra by Silver Lake Resources Limited in January 2013. Mr Plyley has a B.Sc. in Metallurgical Engineering from Mackay School of Mines, University of Nevada. He is a member of Australian Institute of Mining and Metallurgy (MAusIMM) and Graduate of Australian Institute of Company Directors (GAICD). Mr Plyley is a member of the Company’s Audit and Risk Committee. Other directorships of listed companies in the last three years: None. Christopher Cairns B.Sc (Hons) Executive Managing Director (Appointed 23 May 2006) Mr Christopher Cairns completed a First Class Honours degree in Economic Geology from the University of Canberra in 1992. Mr Cairns has extensive experience having worked for: • BHP Minerals as Exploration Geologist / Supervising Geologist in Queensland and the Philippines • Aurora Gold as Exploration Manager at the Mt Muro Gold Mine in Borneo • • LionOre as Supervising Geologist for the Thunderbox Gold Mine and Emily Anne Nickel Mine drill outs Sino Gold as Geology Manager responsible for the Jinfeng Gold Deposit feasibility drillout and was responsible for the discovery of the stratabound gold mineralisation taking the deposit from 1.5Moz to 3.5Moz in 14 months. Mr Cairns joined Integra Mining Limited in March 2004 and as Managing Director oversaw the discovery of three gold deposits, the funding and construction of a new processing facility east of Kalgoorlie transforming the company from explorer to gold producer with first gold poured in September 2010. In 2008 Integra was awarded the Australian Explorer of the Year by Resources Stocks Magazine and in 2011 was awarded Gold Miner of the Year by Paydirt Magazine and the Gold Mining Journal. In January 2013, Integra was taken over by Silver Lake Resources Limited for $426 million (at time of bid) at which time Mr Cairns resigned along with the whole Integra Board after having successfully recommended shareholders accept the Silver Lake offer. Mr Cairns is a member of the Australian Institute of Geoscientists, a member of the JORC Committee and a Board member of the Australian Prospectors and Miners Hall of Fame. Other directorships of listed companies in the last three years: None. 2017 Annual Report | Page 35 DIRECTORS’ REPORT Jennifer Murphy B.Sc(Hons), M.Sc Executive Technical Director (Appointed 8 March 2013) Ms Jennifer Murphy completed a First Class Honours Degree in Geology in 1989, and subsequently a Master of Science Degree in 1993 at the University of Witwatersrand in South Africa. Ms Murphy joined Anglo American Corporation in 1993 as an exploration geologist working in Tanzania and Mali. In 1996, she immigrated to Australia and joined Normandy Mining Limited, working initially as a project geologist in the Eastern Goldfields and Murchison Greenstone Provinces and afterwards was responsible for the development and management of the GIS and administration of the exploration database. Between 2004 and 2007, Ms Murphy provided contract geological services to a range of junior exploration companies. Ms Murphy joined Integra Mining Limited in 2007, initially as an administration geologist, and in 2010 the role was expanded to that of corporate geologist. In 2013 Ms Murphy joined Stavely Minerals as part of the management team to provide technical and geological expertise. Ms Murphy is a member of the Australian Institute of Geoscientists and has a broad range of geological experience ranging from exploration program planning and implementation, GIS and database management, business development, technical and statutory, and ASX reporting, as well as corporate research and analysis and investor liaison. Ms Murphy is a member of the Company’s Audit and Risk Committee. Other directorships of listed companies in the last three years: None. Peter Ironside B.Com, CA Non Executive Director (appointed 23 May 2006) Mr Peter Ironside has a Bachelor of Commerce Degree and is a Chartered Accountant and business consultant with over 30 years’ experience in the exploration and mining industry. Mr Ironside has a significant level of accounting, financial compliance and corporate governance experience including corporate initiatives and capital raisings. Mr Ironside has been a Director and/or Company Secretary of several ASX listed companies including Integra Mining Limited and Extract Resources Limited (before $2.18Bn takeover) and is currently a non-executive director of Zamanco Minerals Limited. Mr Ironside is Chair of the Company’s Audit and Risk Committee. Other directorships of listed companies in the last three years: Zamanco Minerals Limited (current). COMPANY SECRETARY Amanda Sparks B.Bus, CA, F.Fin Appointed 7 November 2013 Ms Amanda Sparks is a Chartered Accountant with over 28 years of resources related financial experience, both with explorers and producers. Ms Sparks has extensive experience in financial management, corporate governance and compliance for listed companies. 2017 Annual Report | Page 36 DIRECTORS’ REPORT MEETINGS OF DIRECTORS During the financial year, 4 meetings of directors were held. The number of meetings attended by each director during the year is as follows: W Plyley C Cairns J Murphy P Ironside Board of Directors Audit and Risk Committee Meetings Held 4 4 4 4 Meetings Attended 4 4 4 4 Meetings Held 2 * 2 2 Meetings Attended 2 * 2 2 * Not a member of the Audit and Risk Committee DIRECTORS’ INTERESTS IN SHARES AND OPTIONS The following table sets out each director’s relevant interest in shares and options in shares of the Company as at the date of this report. Name of Director Number of Shares (direct and indirect) W Plyley C Cairns J Murphy P Ironside DIVIDENDS 22,000 15,007,419 3,497,097 30,257,419 Number of Unlisted Options at 27 cents, expiry 31/12/2017 1,000,000 5,032,258 1,561,290 5,032,258 Number of Unlisted Options at 26 cents, expiry 31/12/2017 2,500,000 3,500,000 2,100,000 1,000,000 No dividends were paid or declared during the year. The Directors do not recommend payment of a dividend. ENVIRONMENTAL REGULATIONS The Group’s environmental obligations are regulated by the laws of Australia. The Group has a policy to either meet or where possible, exceed its environmental obligations. No environmental breaches have been notified by any governmental agency as at the date of this report. The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use. The Directors have assessed that there are no current reporting requirements, but may be required to do so in the future. CORPORATE INFORMATION Corporate Structure Stavely Minerals Limited is a limited liability company that is incorporated and domiciled in Australia. Stavely Minerals Limited has prepared a consolidated financial report incorporating the entities that it controlled during the financial year as follows: Stavely Minerals Limited Ukalunda Pty Ltd - - parent entity 100% owned controlled entity Principal Activity The Group’s principal activity was mineral exploration for the year ended 30 June 2017. There were no significant changes in the nature of the principal activities during the year. Operations review Refer to the Operations Review on pages 4 to 34. 2017 Annual Report | Page 37 DIRECTORS’ REPORT Summary of Financial Position, Asset Transactions and Corporate Activities A summary of key financial indicators for the Group, with prior period comparison, is set out in the following table: Cash and cash equivalents held at year end Net loss for the year after tax Included in loss for the year: Exploration costs Equity-based payments Year Year 30 June 2017 30 June 2016 $ $ 2,539,101 1,520,166 (3,915,242) (3,002,027) (2,394,120) (1,534,337) (1,020,234) (884,473) Basic loss per share (cents) from continuing operations (3.54) (3.19) Net cash used in operating activities Net cash used in investing activities Net cash from financing activities (2,294,238) (1,700,195) (29,090) (48,958) 3,342,263 1,328,171 During the year: - On 5 July 2016, Stavely issued 270,270 new shares at an issue price of 11.1 cents per share as consideration for the extension of the Stavely Royalty Option with New Challenge Resources Pty Ltd. - On 16 November 2016, Stavely issued 13,333,334 fully-paid ordinary shares at 15 cents per share pursuant to a placement to sophisticated and institutional investors. Gross proceeds were $2,000,000. - On 8 December 2016, Stavely issued 10,210,000 fully-paid ordinary shares at 15 cents per share pursuant to a Share Purchase Plan. Gross proceeds were $1,531,500. - In October 2014, Stavely Minerals entered into a $2 million Share Subscription Agreement with its existing drilling contractor, Titeline Drilling Pty Ltd. Pursuant to this agreement, the drilling contractor has agreed to subscribe for up to $2 million of shares, with Stavely Minerals having the option to settle monthly drilling charges by way of cash payment and by way of offset of the price of subscription application for shares. During the year ended 30 June 2017, 1,922,922 ordinary shares ($279,653) were issued pursuant to this agreement. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Significant changes in the state of affairs of the Group during the financial year are detailed on pages 4 to 34 of this report. LIKELY DEVELOPMENTS AND EXPECTED RESULTS The Group anticipates to continue its exploration activities and consider corporate transactions to ensure further development of its tenements. 2017 Annual Report | Page 38 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) The Directors present the 2017 Remuneration Report, outlining key aspects of Stavely’s remuneration policy and framework, together with remuneration awarded this year. The report is structured as follows: A. Key management personnel (KMP) covered in this report B. Remuneration policy, link to performance and elements of remuneration C. Contractual arrangements of KMP remuneration D. Remuneration of key management personnel E. Equity holdings and movements during the year F. Other transactions with key management personnel G. Use of remuneration consultants H. Voting of shareholders at last year’s annual general meeting A. KEY MANAGEMENT PERSONNEL (KMP) COVERED IN THIS REPORT For the purposes of this report key management personnel of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any Director (whether Executive or otherwise). Key Management Personnel during the Year Non-Executive Directors William Plyley Peter Ironside – – Non-executive Chairman (from 6 December 2013) Director (from 23 May 2006) Executive Directors Christopher Cairns Jennifer Murphy – – Managing Director (from 23 May 2006) Technical Director (from 8 March 2013) B. REMUNERATION POLICY, LINK TO PERFORMANCE AND ELEMENTS OF REMUNERATION Remuneration Governance The Board is responsible for ensuring that the Company’s remuneration structures are aligned with the long-term interests of Stavely and its shareholders Once the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude, to assist the Board in fulfilling its duties, the Board will establish a Remuneration Committee. Until that time, the Board has taken a view that the full Board will hold special meetings or sessions as required. The Board are confident that this process is stringent and full details of remuneration policies and payments are provided to shareholders in the annual report and on the web. The Board has adopted the following policies for Directors’ and executives’ remuneration. 2017 Annual Report | Page 39 DIRECTORS’ REPORT Remuneration Philosophy The performance of the Group depends upon the quality of its Directors and Executives. To prosper, the Group must attract, motivate and retain highly skilled Directors and Executives. To this end, the Group embodies the following principles in its remuneration framework: • • • provide competitive rewards to attract high calibre Executives; link Executive rewards to shareholder value; and in the future, will establish appropriate, demanding performance hurdles in relation to variable Executive remuneration. In accordance with best practice corporate governance, the structure of non-executive director and executive compensation is separate and distinct. Non-Executive directors’ remuneration Objective The Board seeks to set aggregate remuneration at a level which provides the Group with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. Structure Non-executive Directors’ fees are paid within an aggregate limit which is approved by the shareholders from time to time. Retirement payments, if any, are agreed to be determined in accordance with the rules set out in the Corporations Act as at the time of the Director’s retirement or termination. Non-executive Directors’ remuneration may include an incentive portion consisting of options, as considered appropriate by the Board, which may be subject to shareholder approval in accordance with ASX listing rules. The option incentive portion is targeted to add to shareholder value by having a strike price considerably greater than the market price at the time of granting. The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst Directors is reviewed annually. The Board considers the amount of Director fees being paid by comparable companies with similar responsibilities and the experience of the Non-executive Directors when undertaking the annual review process. Executive Director Remuneration Objective The Group aims to reward Executives with a level and mix of remuneration commensurate with their position and responsibilities within the Group and so as to: • • • reward Executives for company, and individual performance; ensure continued availability of experienced and effective management; and ensure total remuneration is competitive by market standards. Structure In determining the level and make-up of Executive remuneration, the Board negotiates a remuneration to reflect the market salary for a position and individual of comparable responsibility and experience. Remuneration is regularly compared with the external market by participation in industry salary surveys and during recruitment activities generally. If required, the Board may engage an external consultant to provide independent advice in the form of a written report detailing market levels of remuneration for comparable Executive roles. Remuneration consists of a fixed remuneration and a long term incentive portion as considered appropriate. Fixed Remuneration - Objective The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market. Fixed remuneration is reviewed annually by the Board and the process consists of a review of Group and individual performance, and relevant comparative remuneration in the market. As noted above, the Board may engage an external consultant to provide independent advice. Fixed Remuneration - Structure The fixed remuneration is a base salary or monthly consulting fee. 2017 Annual Report | Page 40 DIRECTORS’ REPORT Variable Pay - Long Term Incentives - Objective The objective of long term incentives is to reward Executives in a manner which aligns this element of remuneration with the creation of shareholder wealth. The incentive portion is payable based upon attainment of objectives related to the Executive’s job responsibilities. The objectives vary, but all are targeted to relate directly to the Group’s business and financial performance and thus to shareholder value. Variable Pay — Long Term Incentives – Structure Long term incentives granted to Executives are delivered in the form of options. The option incentives granted are aimed to motivate Executives to pursue the long term growth and success of the Group within an appropriate control framework and demonstrate a clear relationship between key Executive performance and remuneration. Director options are granted at the discretion of the Board and approved by shareholders. Other key management employees may be granted options. Performance hurdles are not attached to vesting periods; however the Board determines appropriate vesting periods to provide rewards over a period of time to key management personnel. During the year, no performance related cash payments were made. C. CONTRACTUAL ARRANGEMENTS OF KMP REMUNERATION On appointment to the board, all non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the board policies and terms, including compensation, relevant to the office of director. Remuneration and other terms of employment for the executive directors and the other key management personnel are also formalised in service agreements. The major provisions of the agreements relating to remuneration are set out below. Name Directors William Plyley Term of agreement Commenced 22/1/2014. Ongoing, subject to re- elections Christopher Cairns Commenced 22/1/2014. No end date, subject to termination clauses Jennifer Murphy Commenced 22/1/2014. No end date, subject to termination clauses Peter Ironside Ongoing, subject to re-elections * Salary adjustments were effective from 1 March 2015 and are ongoing. Base annual salary exclusive of superannuation at 30/6/2017 Termination benefit Waived to Nil* (was $75,000) $150,000* (Was $250,000, reduced by 40%) $90,000* (Was $150,000, reduced by 40%) Waived to Nil* (Was $30,000) None 12 months 12 months None 2017 Annual Report | Page 41 DIRECTORS’ REPORT D. REMUNERATION OF KEY MANAGEMENT PERSONNEL Details of the remuneration of each key management personnel of the Group, including their personally-related entities, during the year were as follows: Cash salary, directors fees, consulting fees, insurances and movement in leave provisions $ - - 168,112 169,293 96,719 94,832 - - 264,831 264,125 Year 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Post Employment Share Based Superannuation $ Total Cash and Provisions $ Options (1) $ Total including share based payments $ - - 14,250 14,250 8,550 8,550 - - 22,800 22,800 - - 182,362 183,543 105,269 103,382 - - 287,631 286,925 175,911 170,953 246,276 307,715 147,766 136,762 70,365 68,381 640,318 683,811 175,911 170,953 428,638 491,258 253,035 240,144 70,365 68,381 927,949 970,736 Directors W Plyley C Cairns J Murphy P Ironside TOTAL (1) Equity based payments – options. These represent the amount expensed for options granted and vested in the year. There were no performance related payments made during the year. Performance hurdles are not attached to remuneration options; however the Board determines appropriate vesting periods to provide rewards over a period of time to key management personnel. Share-based Compensation During the year the following options were granted as equity compensation benefits to Directors and other Key Management Personnel. These options vested at grant date. 2017 Directors W Plyley C Cairns J Murphy P Ironside Number of Options at 26 cents, expiry 31/12/2017 Value* per option at grant date $ 2,500,000 3,500,000 2,100,000 1,000,000 0.0704 0.0704 0.0704 0.0704 These options were granted to recognise the efforts of Stavely’s directors and provide a retention incentive. It is important to note that in March 2015, all directors and staff agreed to reduce their salaries / fees in order to maximise cash for exploration expenditure. Issue of these Director options were approved by Shareholders at the Company’s Annual General Meeting held on 30 November 2016. * Value at grant date has been calculated in accordance with AASB 2 Share-based Payment. Stavely used a Black Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and the expected volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. Further details are in note 3 of the financial statements. Shares issued to Key Management Personnel on exercise of compensation options During the year to 30 June 2017, there were no compensation options exercised by Directors or other Key Management Personnel. 2017 Annual Report | Page 42 DIRECTORS’ REPORT E.. EQUITY HOLDINGS AND MOVEMENTS DURING THE YEAR (a) Shareholdings of Key Management Personnel 30 June 2017 Balance at beginning of the year Net change during the year Balance at end of the year Directors W Plyley C Cairns J Murphy P Ironside 22,000 15,007,419 3,467,097 30,157,419 48,653,935 - - 30,000 100,000 130,000 22,000 15,007,419 3,497,097 30,257,419 48,783,935 All equity transactions with Key Management Personnel have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arms-length. (b) Option holdings of Key Management Personnel 30 June 2017 Directors W Plyley C Cairns J Murphy P Ironside Balance at beginning of the year Granted as remuneration Expired during the year Balance at end of the year Exercisable 3,500,000 2,500,000 (2,500,000) 3,500,000 3,500,000 9,532,258 3,500,000 (4,500,000) 8,532,258 8,532,258 3,561,290 2,100,000 (2,000,000) 3,661,290 3,661,290 6,032,258 1,000,000 (1,000,000) 6,032,258 6,032,258 22,625,806 9,100,000 (10,000,000) 21,725,806 21,725,806 F. OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL Mr Peter Ironside, Director, is a shareholder and director of Ironside Pty Ltd. Ironside Pty Ltd is a shareholder of the 168 Stirling Highway Syndicate, the entity which owns the premises the Company occupies in Western Australia. During the year an amount of $149,310 (net of GST) was paid/payable for office rental and variable outgoings (2016: $141,375 (net of GST)). Mr Peter Ironside, Director, is also a shareholder and non-executive director of Zamanco Minerals Limited (“Zamanco”). Zamanco sub-leases office space in the premises the Company occupies. During the year an amount of $40,326 (net of GST) was paid/payable by Zamanco to the Company for reimbursement of office rental and associated expenses (2016: $39,416 (net of GST)). G. USE OF REMUNERATION CONSULTANTS No remuneration consultants were engaged by the Company during the year. H. VOTING OF SHAREHOLDERS AT LAST YEAR’S ANNUAL GENERAL MEETING The Company received 99.89% of ‘yes’ votes for its remuneration report for the 2016 financial year and did not receive any specific feedback at the AGM or throughout the year on its remuneration practices. End of Audited Remuneration Report. 2017 Annual Report | Page 43 DIRECTORS’ REPORT INDEMNIFICATION AND INSURANCE OF OFFICERS The Company has paid a premium to insure the Directors and Officers of the Company and its controlled entities. Details of the premium are subject to a confidentiality clause under the contract of insurance. The liabilities insured are costs and expenses that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Company. SHARES UNDER OPTION Unissued ordinary shares of the Company under option at the date of this report are as follows: Unlisted Options Unlisted Options Unlisted Options Unlisted Options Number 14,400,000 5,150,000 9,100,000 500,000 Exercise Price 27 cents 21 cents 26 cents 19 cents Expiry Date 31/12/2017 31/12/2017 31/12/2017 30/06/2018 No option holder has any right under the options to participate in any other share issue of the Company or any other related entity. No share options were exercised by employees or Key Management Personnel during the year. EVENTS OCCURRING AFTER THE REPORTING PERIOD There are no matters or circumstances that have arisen since 30 June 2017 that have or may significantly affect the operations, results, or state of affairs of the Group in future financial years. CORPORATE GOVERNANCE In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Stavely Minerals Limited support and adhere to the principles of corporate governance. Please refer to the Company’s website for details of corporate governance policies: http://www.stavely.com.au/about-stavely-minerals/corporate-governance/. AUDIT INDEPENDENCE AND NON-AUDIT SERVICES Auditor’s independence - section 307C The Auditor’s Independence Declaration is included on page 45 of this report. Non-Audit Services The following non-audit services were provided by the entity’s auditor, BDO. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised. BDO received, or are due to receive, the following amounts for the provision of non-audit services: Taxation and Corporate advice services Signed in accordance with a resolution of the Directors. 2017 $19,116 2016 $5,700 Christopher Cairns Managing Director Dated this 18th day of August 2017 2017 Annual Report | Page 44 AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS 2017 Annual Report | Page 45 DIRECTORS’ DECLARATION 1. In the opinion of the directors: a) The financial statements and notes are in accordance with the Corporations Act 2001, including: i) giving a true and fair view of the Group’s financial position as at 30 June 2017 and of its performance for the year then ended; and ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations), the Corporations Regulations 2001 and other mandatory professional reporting requirements; and iii) complying with International Financial Reporting Standards (IFRS) as stated in note 1 of the financial statements; and b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. This declaration has been made after receiving the declarations required to be made to the directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2017. This declaration is signed in accordance with a resolution of the Board of Directors. Christopher Cairns Managing Director Dated this 18th day of August 2017 2017 Annual Report | Page 46 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2017 Revenue and Income Interest revenue Rental sub-lease revenue Expenses Administration and corporate expenses Administration – equity based expenses Exploration expensed Total expenses Consolidated Year ended 30 June 2017 Year ended 30 June 2016 Note $ $ 45,875 40,326 51,596 39,416 86,201 91,012 2(a) 3 2(b) (587,089) (1,020,234) (2,394,120) (674,229) (884,473) (1,534,337) (4,001,443) (3,093,039) Loss before income tax (3,915,242) (3,002,027) Income tax expense Loss after income tax attributable to members of Stavely Minerals Limited 4 - - (3,915,242) (3,002,027) Other comprehensive income/(loss) Items that may be reclassified subsequently to profit or loss: Other Other comprehensive income/(loss) for the year, net of tax - - - - Total comprehensive loss for the year (3,915,242) (3,002,027) Loss per share for the year attributable to the members of Stavely Minerals Limited Basic loss per share 5 Cents Per Share (3.54) Cents Per Share (3.19) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. 2017 Annual Report | Page 47 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2017 ASSETS Current Assets Cash and cash equivalents Other receivables Total Current Assets Non-Current Assets Receivables Property, plant and equipment Deferred exploration expenditure Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Trade and other payables Provisions Total Current Liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Total Equity Consolidated 30 June 2017 $ Note 30 June 2016 $ 6 7 7 8 9 10 11 2,539,101 113,034 2,652,135 42,500 51,768 3,006,057 3,100,325 1,520,166 87,281 1,607,447 42,500 85,231 3,006,057 3,133,788 5,752,460 4,741,235 415,014 57,946 472,960 472,960 173,730 44,913 218,643 218,643 5,279,500 4,522,592 12 13 15,977,562 2,189,111 (12,887,173) 12,325,646 1,168,877 (8,971,931) 5,279,500 4,522,592 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 2017 Annual Report | Page 48 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2017 At 1 July 2015 Loss for the year Other comprehensive income/(loss) Total comprehensive loss for the year, net of tax Transactions with owners in their capacity as owners: Issue of share capital Cost of issue of share capital Share based payments As at 30 June 2016 At 1 July 2016 Loss for the year Other comprehensive income/(loss) Total comprehensive loss for the year, net of tax Transactions with owners in their capacity as owners: Issue of share capital Cost of issue of share capital Share based payments Issued Capital $ Reserves $ Accumulated Losses $ Total Equity $ 10,556,136 284,404 (5,969,904) 4,870,636 - - - 1,879,583 (110,073) - 1,769,510 - - - - - 884,473 884,473 (3,002,027) (3,002,027) (3,002,027) (3,002,027) - - - - 1,879,583 (110,073) 884,473 2,653,983 12,325,646 1,168,877 (8,971,931) 4,522,592 12,325,646 1,168,877 (8,971,931) 4,522,592 - - - 3,841,153 (189,237) - - - - - - 1,020,234 3,651,916 1,020,234 (3,915,242) (3,915,242) - - (3,915,242) (3,915,242) - - - - 3,841,153 (189,237) 1,020,234 4,672,150 As at 30 June 2017 15,977,562 2,189,111 (12,887,173) 5,279,500 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 2017 Annual Report | Page 49 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2017 Consolidated Year ended Year ended 30 June 2017 30 June 2016 Note $ $ Cash flows from operating activities Receipts in the ordinary course of activities (mostly GST and Victorian Government Co-Funding) Payments to suppliers and employees Interest received 561,044 211,099 (2,901,157) (1,962,890) 45,875 51,596 Net cash flows used in operating activities 6(i) (2,294,238) (1,700,195) Cash flows from investing activities Payments for plant and equipment Payments for bonds Investment in subsidiary Cash acquired upon acquisition of subsidiary Net cash flows used in investing activities Cash flows from financing activities Proceeds from issue of shares Payment of share issue costs Repayment of advances / loans from related parties Net cash flows from financing activities (29,090) - - - (29,090) 3,531,500 (189,237) - 3,342,263 (51,793) (2,500) (2) 5,337 (48,958) 1,583,204 (225,993) (29,040) 1,328,171 Net increase/(decrease) in cash and cash equivalents held 1,018,935 (420,982) Add opening cash and cash equivalents brought forward 1,520,166 1,941,148 Closing cash and cash equivalents carried forward 6 2,539,101 1,520,166 The above consolidated statement of cashflows should be read in conjunction with the accompanying notes. 2017 Annual Report | Page 50 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Preparation These financial statements are general purpose financial statements, which have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared on a historical cost basis. The financial report is presented in Australian dollars, which is the Group’s functional and presentation currency. Stavely Minerals Limited is a for-profit entity for the purpose of preparing the financial statements. The annual report of Stavely Minerals Limited for the year ended 30 June 2017 was authorised for issue in accordance with a resolution of the Directors on 18 August 2017. (b) Statement of Compliance These financial statements comply with Australian Accounting Standards and International Financial Reporting Standards (IFRS). (c) Adoption of New and Revised Standards and Change in Accounting Standards Early adoption of accounting standards The Group has not elected to apply any pronouncements before their operative date in the annual reporting year beginning 1 July 2017. New and amended standards adopted by the Group None of the new standards and amendments to standards that are mandatory for the first time for the financial year beginning 1 July 2017 affected any of the amounts recognised in the current year or any prior period and are not likely to affect future periods. Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2017 reporting year. The Group’s assessment of the impact of these new standards and interpretations that may have an impact on the Group is set out below: AASB 9 Financial Instruments AASB 9 includes requirements for the classification and measurement of financial assets. There is no material impact for Stavely. This standard is not applicable until the financial year commencing 1 July 2018. AASB 15 Revenue from Contracts with Customers AASB 15 deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. It also introduces new cost guidance which requires certain costs of obtaining and fulfilling contracts to be recognised as separate assets when specified criteria are met. This standard is not applicable until the financial year commencing 1 July 2018, and there will be no material impact on Stavely’s financial statements. AASB 16 Leases AASB 16 requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months. Stavely has not yet determined the impact on the group accounts, however it is likely that the rental of office premises in WA, residential premises used for site-based staff in Victoria and miscellaneous items such as a photocopier will require Stavely to recognise lease liabilities and right-of-use assets on its’ statement of financial position. This standard is not applicable until the financial year commencing 1 July 2019. 2017 Annual Report | Page 51 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued (d) Significant Accounting Estimates and Judgments Significant accounting judgments In the process of applying the Group’s accounting policies, management has made the following judgments, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements. Significant accounting estimates and assumptions The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting year are: Impairment of assets In determining the recoverable amount of assets, in the absence of quoted market prices, estimations are made regarding the present value of future cash flows using asset-specific discount rates and the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates. Share-based payment transactions The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black-Scholes model. Commitments - Exploration The Group has certain minimum exploration commitments to maintain its right of tenure to exploration permits. These commitments require estimates of the cost to perform exploration work required under these permits. (e) Basis of Consolidation and Business Combinations The consolidated financial statements comprise the financial statements of Stavely Minerals limited (“Company” or “Parent Entity”) and its subsidiaries as at 30 June each year (the Group). Subsidiaries are all entities over which the group has control. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: - - - Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee), Exposure, or rights, to variable returns from its involvement with the investee, and The ability to use its power over the investee to affect its returns The financial statements of the subsidiaries are prepared for the same period as the parent entity, using consistent accounting policies. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Control exists where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The acquisition of subsidiaries has been accounted for using the purchase method of accounting. The purchase method of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities and contingent liabilities assumed at the date of acquisition. Accordingly, the consolidated financial statements include the results of subsidiaries for the period from their acquisition. 2017 Annual Report | Page 52 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued The purchase method of accounting is used to account for all business combinations regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the combination. Where equity instruments are issued in a business combination, the fair value of the instruments is their published market price as at the date of exchange, adjusted for any conditions imposed on those shares. Transaction costs arising on the issue of equity instruments are recognised directly in equity. All identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of the business combination over the net fair value of the Group's share of the identifiable net assets acquired is recognised as goodwill. If the cost of acquisition is less than the Group's share of the net fair value of the identifiable net assets of the subsidiary, the difference is recognised as a gain in the statement of profit or loss and other comprehensive income, but only after a reassessment of the identification and measurement of the net assets acquired. NOTE 2 - EXPENSES (a) Administration and Corporate Expenses Administration and corporate expenses include: Depreciation - administration Operating lease rental expense Other administration and corporate expenses Equity based payments expense – refer note 3 (b) Exploration Costs Expensed Exploration costs expensed include: Depreciation - exploration Exploration drilling – non-cash - refer note 12 Exploration other – non-cash – refer note 6(ii) Other exploration costs expensed Victorian Government Co-Funding for exploration Year ended 30 June 2017 Year ended 30 June 2016 $ $ 2,437 150,056 434,596 587,089 1,020,234 1,607,323 60,115 279,653 30,000 2,319,067 (294,715) 2,394,120 1,926 146,224 526,079 674,229 884,473 1,558,702 66,450 266,379 30,000 1,171,508 - 1,534,337 NOTE 3 – EQUITY-BASED PAYMENTS (Recognised as Remuneration Expenses) Equity settled transactions: The Group provides benefits to executive directors, employees and consultants of the Group in the form of share-based payments, whereby those individuals render services in exchange for shares or rights over shares (equity-settled transactions). When provided, the cost of these equity-settled transactions with these individuals is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of options is determined using a Black- Scholes model. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Stavely Minerals Limited (market conditions) if applicable. 2017 Annual Report | Page 53 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 3 – EQUITY-BASED PAYMENTS (Recognised as Remuneration Expenses) – continued The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant individuals become fully entitled to the award (the vesting date). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects: (i) (ii) (iii) the grant date fair value of the award; the extent to which the vesting period has expired; and the number of awards that, in the opinion of the Directors of the Company, will ultimately vest taking into account such factors as the likelihood of non-market performance conditions being met. This opinion is formed based on the best available information at reporting date . No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition. If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. If an equity-settled award is forfeited, any expense previously recognised for the award is reversed. However, if a new award is substituted for a cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. (a) Value of equity based payments in the financial statements Expensed in the profit or loss: Equity-based payments- options 30 June 2017 30 June 2016 $ $ 1,020,234 884,473 (b) Summary of equity-based payments granted during the year: Granted to key management personnel and consultants as equity compensation: Grant Date Number Options of Terms 2017 24/11/16 5,150,000 Expire 31/12/2017 at 21c exercise price 30/11/16 9,100,000 Expire 31/12/2017 at 26c exercise price 14/03/17 500,000 Expire 30/6/2017 at 19c exercise price 2016 25/08/15 3,000,000 Expire 31/12/2016 at 27c exercise price 30/11/15 10,000,000 Expire 1/12/2016 at 23c exercise price Granted to Company Secretary, employees and consultants as incentives. Granted to Directors as approved by Shareholders on 30/11/2016. Granted as incentives. consultants to Granted to Company Secretary, employees and consultants as incentives. Granted to Directors as approved by Shareholders on 18/11/2015. 2017 Annual Report | Page 54 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 3 – EQUITY-BASED PAYMENTS (Recognised as Remuneration Expenses) – continued The assessed fair values of the options were determined using a Black-Scholes option pricing model, taking into account the exercise price, term of option, the share price at grant date and expected price volatility of the underlying share, expected dividend yield and the risk-free interest rate for the term of the option. The inputs to the model used were: Grant date Option exercise price ($) Expected life of options (years) Dividend yield (%) Expected volatility (%) Risk-free interest rate (%) Underlying share price ($) Value of Option ($) 24/11/2016 30/11/2016 14/03/2017 0.21 1.10 - 111.56 1.72 0.175 0.0695 0.26 1.08 - 110.71 1.73 0.195 0.0704 0.19 1.30 - 102.39 1.86 0.13 0.0445 The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement of fair value. (c) Weighted average fair value The weighted average fair value of equity-based payment options granted during the year was $0.0692 (2016: $0.06804). (d) Range of exercise price The range of exercise price for options granted as share based payments outstanding at the end of the year was $0.19 to $0.27 (2016: $0.23 to $0.27). (e) Weighted average remaining contractual life The weighted average remaining contractual life of share based payment options that were outstanding as at the end of the year was 0.51 years (2016: 0.59 years). (f) Weighted average exercise price The following table shows the number and weighted average exercise price (“WAEP”) of share options granted as share based payments. 12 Months to 30 June 2017 Number 12 Months to 30 June 2017 WAEP $ 12 Months to 30 June 2016 Number 12 Months to 30 June 2016 WAEP $ Outstanding at the beginning of year 15,400,000 Granted during the year Lapsed during the year Outstanding at the end of the year Exercisable at year end 5,150,000 9,100,000 500,000 (3,000,000) (10,000,000) 17,150,000 17,150,000 0.27 0.21 0.26 0.19 - - 0.24 0.24 2,400,000 3,000,000 10,000,000 - - - 15,400,000 15,400,000 0.27 0.27 0.23 - - - 0.24 0.24 The weighted average share price for options exercised during the year was nil (2016: nil). 2017 Annual Report | Page 55 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 4 - INCOME TAX EXPENSE Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except: ▪ when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or ▪ when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint operations, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except: ▪ when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or ▪ when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint operations, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income legislation and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. 2017 Annual Report | Page 56 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 4 - INCOME TAX EXPENSE - continued (a) Income Tax Expense The reconciliation between tax expense and the product of accounting loss before income tax multiplied by the Group’s applicable income tax rate is as follows: Loss for year Prima facie income tax (benefit) @ 27.5% (2016: 30%) Tax effect of non-deductible items Net deferred tax assets not brought to account Income tax attributable to operating loss (b) Net deferred tax assets not recognised relate to the following: DTA - Tax losses DTL - Other Timing Differences, net Year ended 30 June 2017 Year ended 30 June 2016 $ $ (3,915,242) (3,002,027) (1,076,692) (900,608) 290,906 785,786 - 276,142 624,466 - 2,841,723 (124,572) 2,635,978 (132,665) 2,717,151 2,503,313 These deferred tax assets have not been brought to account as it is not probable that tax profits will be available against which deductible temporary differences can be utilised. Tax Consolidation The Company and its 100% owned subsidiary have formed a tax consolidated group. Members of the Group have entered into a tax sharing arrangement in order to allocate income tax expense to the wholly owned controlled entities on a pro- rata basis. The agreement provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. At reporting date, the possibility of default is remote. The head entity of the tax consolidated group is Stavely Minerals Limited. Tax effect accounting by members of the tax consolidated group Members of the tax consolidated group have entered into a tax funding agreement. The tax funding agreement provides for the allocation of current taxes to members of the tax consolidated group. Deferred taxes are allocated to members of the tax consolidated group in accordance with a group allocation approach which is consistent with the principles of AASB 112 Income Taxes. The allocation of taxes under the tax funding agreement is recognised as an increase/decrease in the controlled entities intercompany accounts with the tax consolidated group head company, Stavely Minerals Limited. (c) Franking Credits The franking account balance at year end was $nil (2016: $nil). 2017 Annual Report | Page 57 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 5 - EARNINGS PER SHARE Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for: ▪ ▪ ▪ costs of servicing equity (other than dividends); the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. Basic loss per share Year ended 30 June 2017 Year ended 30 June 2016 Cents (3.54) Cents (3.19) $ $ Loss attributable to ordinary equity holders of the Company used in calculating: - basic loss per share (3,915,242) (3,002,027) Weighted average number of ordinary shares outstanding during the year used in the calculation of basic earnings per share 110,562,327 94,135,661 For the year ended 30 June 2017, diluted earnings per share was not disclosed because potential ordinary shares, being options granted, are not dilutive and their conversion to ordinary shares would not demonstrate an inferior view of the earnings performance of the Company. Number of shares Number of shares 2017 Annual Report | Page 58 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 6 - CASH AND CASH EQUIVALENTS Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as described above, net of outstanding bank overdrafts. Cash at bank and on hand (i) Reconciliation of loss for the period to net cash flows used in operating activities Loss after income tax Non-Cash Items: Depreciation Share-based payments expensed - options Exploration drilling – non-cash* Exploration other – non-cash ** Change in assets and liabilities: (Increase)/decrease in receivables Increase/(decrease) in payables Increase/(decrease) in provisions Year ended 30 June 2017 $ Year ended 30 June 2016 $ 2,539,101 1,520,166 (3,915,242) (3,002,027) 62,554 1,020,234 279,653 30,000 (15,331) 230,861 13,033 68,376 884,473 266,379 30,000 14,688 24,307 13,609 Net cash flows used in operating activities (2,294,238) (1,700,195) * 1,922,922 ordinary shares ($279,653) were issued pursuant to the Share Subscription Agreement with Titeline Drilling Pty Ltd and Greenstone Property Pty Ltd. Refer to note 12. ** In July 2016, the Company issued 270,270 ordinary shares ($30,000) to New Challenge Resources Pty Ltd as consideration for extension of the Stavely Royalty Agreement. (ii) Non-Cash Financing and Investing Activities No non-cash financing and investing activities were undertaken during the year (2016: none). NOTE 7 – TRADE AND OTHER RECEIVABLES Receivables are initially recognised at fair value and subsequently measured at amortised cost, less provision for doubtful debts. Current receivables for GST are due for settlement within 30 days and other current receivables within 12 months. Cash on deposit is not due for settlement until rights of tenure are forfeited or performance obligations are met. Revenues, expenses and assets are recognised net of the amount of GST except: ▪ when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables, which are stated with the amount of GST included. ▪ 2017 Annual Report | Page 59 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 7 – TRADE AND OTHER RECEIVABLES - continued The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. Current GST refundable Bonds – credit card Other Total current receivables Non-Current Cash on deposit - security bonds Fair Value and Risk Exposures: 30 June 2017 $ 30 June 2016 $ 55,112 40,000 17,922 113,034 45,961 40,000 1,320 87,281 42,500 42,500 (i) Due to the short term nature of these receivables, their carrying value is assumed to approximate their fair value. (ii) The maximum exposure to credit risk is the fair value of receivables. Collateral is not held as security. (iii) Details regarding interest rate risk exposure are disclosed in note 18. (iv) Other current receivables generally have repayments between 30 and 90 days. Receivables do not contain past due or impaired assets as at 30 June 2017 (2016: none). NOTE 8 - PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows: Plant and equipment Motor vehicles - 0 to 4 years - 3 to 5 years The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end. Disposal An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised. 2017 Annual Report | Page 60 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 8 - PROPERTY, PLANT AND EQUIPMENT - continued Motor vehicles- at cost Less: Accumulated depreciation Plant and equipment - at cost Less: Accumulated depreciation 30 June 2017 30 June 2016 $ 57,364 (35,909) 21,455 182,977 (152,664) 30,313 $ 28,273 (21,204) 7,069 182,977 (104,815) 78,162 Total property, plant and equipment 51,768 85,231 Reconciliation of property, plant and equipment: Motor Vehicles Carrying amount at beginning of year Additions Depreciation Carrying amount at end of year Plant and Equipment Carrying amount at beginning of year Additions Depreciation Carrying amount at end of year NOTE 9 - DEFERRED EXPLORATION EXPENDITURE 7,069 29,091 (14,705) 21,455 78,162 - (47,849) 30,313 15,550 - (8,481) 7,069 86,264 51,793 (59,895) 78,162 Exploration expenditure is expensed to the statement of profit or loss and other comprehensive income as and when it is incurred and included as part of cash flows from operating activities. Exploration costs are only capitalised to the statement of financial position if they result from an acquisition. Costs carried forward in respect of an area of interest which is abandoned are written off in the year in which the abandonment decision is made. 30 June 2017 $ 30 June 2016 $ Deferred exploration acquisition costs brought forward Capitalised acquisition expenditure incurred during the year, net Deferred exploration costs carried forward 3,006,057 2,982,126 - 23,931 3,006,057 3,006,057 Ultimate recoupment of exploration and evaluation expenditure carried forward is dependent on successful development and commercial exploitation or, alternatively, sale of the respective areas. 2017 Annual Report | Page 61 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 10 - TRADE AND OTHER PAYABLES Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. Trade creditors Accruals 30 June 2017 30 June 2016 $ 396,295 18,719 415,014 $ 141,997 31,733 173,730 Fair Value and Risk Exposures (i) Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value. (ii) Trade and other payables are unsecured and usually paid within 60 days of recognition. NOTE 11 – PROVISIONS Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Wages, salaries and, annual leave (i) Liabilities for wages and salaries, including non-monetary benefits and annual leave and expected to be settled wholly within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefit obligations (ii) The liability for long service leave and annual leave not expected to be settled wholly within 12 months of the reporting date are recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures, and period of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows. The obligations are presented as current liabilities if the Group does not have an unconditional right to defer settlement for at least 12 months of the reporting date, regardless of when actual settlement is expected to occur. Current Employee entitlements 30 June 2017 30 June 2016 $ $ 57,946 44,913 2017 Annual Report | Page 62 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 12 – ISSUED CAPITAL Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (a) Issued Capital 121,227,119 (2016: 95,490,593) ordinary shares fully paid (b) Movements in Ordinary Share Capital 30 June 2017 $ 30 June 2016 $ 15,977,562 12,325,646 87,110,206 Opening balance at 1 July 2015 85,700 6,332,726 75 232,811 1,378,672 350,403 Issue of shares – New Challenge Royalty 6 July 2015 Issue of shares – Rights Issue 20 July 2015 Issue of shares – Exercise of Options 6 August 2015 Issue of shares – Share Subscription Agreement 13 November 2015 Issue of shares – Share Subscription Agreement 17 December 2015 Issue of shares – Share Subscription Agreement 12 May 2016 Costs of equity issues 95,490,593 Closing Balance at 30 June 2016 95,490,593 Opening balance at 1 July 2016 270,270 13,333,334 10,210,000 895,180 1,027,742 Issue of shares – New Challenge Royalty 5 July 2016 Issue of shares – Placement 16 November 2016 Issue of shares – Share Purchase Plan 8 December 2016 Issue of shares – Share Subscription Agreement 21 December 2016 Issue of shares – Share Subscription Agreement 4 March 2017 Costs of equity issues 121,227,119 Closing Balance at 30 June 2017 10,556,136 30,000 1,583,181 23 42,605 176,470 47,304 (110,073) 12,325,646 12,325,646 30,000 2,000,000 1,531,500 145,019 134,634 (189,237) 15,977,562 New Challenge Royalty On 5 July 2016, Stavely issued 270,270 fully paid ordinary shares at 11.1c a share as consideration for the extension of the Stavely Royalty Option with New Challenge Resources Pty Ltd. Placement On 16 November 2016, Stavely issued 13,333,334 fully-paid ordinary shares at 15c a share pursuant to a placement to sophisticated and institutional investors. Gross proceeds were $2,000,000. Share Purchase Plan On 8 December 2016, Stavely issued 10,210,000 fully-paid ordinary shares at 15c a share pursuant to a Share Purchase Plan. Gross proceeds were $1,531,500. Share Subscription Agreement In October 2014, Stavely Minerals entered into a $2 million Share Subscription Agreement with its existing drilling contractor, Titeline Drilling Pty Ltd. Pursuant to this agreement, the drilling contractor has agreed to subscribe for up to $2 million of shares, with Stavely Minerals having the option to settle monthly drilling charges by way of cash payment and by way of offset of the price of subscription application for shares. During the year ended 30 June 2017, 1,922,922 ordinary shares ($279,653) were issued pursuant to the Share Subscription Agreement with Titeline Drilling Pty Ltd and Greenstone Property Pty Ltd as trustee for the Titeline Property Trust. As at 30 June 2017, cumulative subscriptions totalled $785,689 (2016: $506,036). 2017 Annual Report | Page 63 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 12 – ISSUED CAPITAL - continued (c) Options on issue at 30 June 2017 Exercise Price 27 cents 21 cents 26 cents 19 cents Expiry Date 31/12/2017 31/12/2017 31/12/2017 30/06/2018 Number 14,400,000 5,150,000 9,100,000 500,000 29,150,000 Unlisted Options Unlisted Options Unlisted Options Unlisted Options During the year: (i) (ii) (iii) (iv) (v) (vi) No listed options were issued (2016: 3,166,373); No listed options were exercised (2016: 75); No listed options expired (2016: 5,966,298); 14,750,000 unlisted options were granted as share-based payments (2016: 13,000,000); 13,000,000 unlisted options expired (2016: nil); and No unlisted options were exercised (2016: nil). (d) Terms and conditions of issued capital Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. In the event of winding up of the Company, ordinary shareholders rank after all other shareholders and creditors are fully entitled to any proceeds of liquidations. (e) Capital management When managing capital, management's objective is to ensure the entity continues as a going concern as well as maintains optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity. Management may in the future adjust the capital structure to take advantage of favourable costs of capital and issue further shares in the market. Management has no current plans to adjust the capital structure. There are no plans to distribute dividends in the next year. NOTE 13 - RESERVES Share-based payment transactions The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black-Scholes model. Equity-based payments reserve Balance at the beginning of the year Equity-based payments expense Balance at the end of the year 30 June 2017 $ 30 June 2016 $ 1,168,877 1,020,234 2,189,111 284,404 884,473 1,168,877 Nature and purpose of the reserve: The Equity-based payments reserve is used to recognise the fair value of options issued but not exercised. 2017 Annual Report | Page 64 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 14 – COMMITMENTS AND CONTINGENCIES Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease. Operating leases (non-cancellable): (a) Within one year More than one year but not later than five years 30 June 2017 $ 30 June 2016 $ 115,331 8,028 123,359 140,198 7,140 147,338 These non-cancellable operating leases are primarily for office premises, residential premises at site and a ground lease. Exploration Commitments (b) The Group has certain minimum exploration commitments to maintain its right of tenure to exploration permits. These commitments require estimates of the cost to perform exploration work required under these permits. Tenement Expenditure Commitments: The Group is required to maintain current rights of tenure to tenements, which require outlays of expenditure in 2017/2018. Under certain circumstances these commitments are subject to the possibility of adjustment to the amount and/or timing of such obligations, however, they are expected to be fulfilled in the normal course of operations. 561,700 442,900 Contingencies (c) The Company is party to a Deed of Option and Royalty relating to the Stavely tenement EL 4556. The Group had no other contingent liabilities at year end (2016: same). NOTE 15 – RELATED PARTIES (a) Compensation of Key Management Personnel Short-term employment benefits Post-employment benefits Equity-based payment 30 June 2017 $ 30 June 2016 $ 264,831 22,800 640,318 927,949 264,125 22,800 683,811 970,736 (b) Other transactions and balances with Key Management Personnel Other Transactions with Key Management Personnel Mr Peter Ironside, Director, is a shareholder and director of Ironside Pty Ltd. Ironside Pty Ltd is a shareholder of the 168 Stirling Highway Syndicate, the entity which owns the premises the Company occupies in Western Australia. During the year an amount of $149,310 (net of GST) was paid/payable for office rental and variable outgoings (2016: $141,375 (net of GST)). Mr Peter Ironside, Director, is also a shareholder and non-executive director of Zamanco Minerals Limited (“Zamanco”). Zamanco sub-leases office space in the premises the Company occupies. During the year an amount of $40,325 (net of GST) was paid/payable by Zamanco to the Company for reimbursement of office rental and associated expenses (2016: $39,416 (net of GST)). NOTE 15 – RELATED PARTIES - continued 2017 Annual Report | Page 65 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 15 – RELATED PARTIES - continued (c) Transactions with Other Related Parties There were no transactions with other related parties (2016: none). NOTE 16 - AUDITORS' REMUNERATION Amount received or due and receivable by the auditor for: Auditing the financial statements, including audit review - current year audits Other services – taxation and corporate advisory Total remuneration of auditors NOTE 17 – SEGMENT INFORMATION 30 June 2017 $ 30 June 2016 $ 33,923 19,116 53,039 36,565 5,700 42,265 An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of Directors. Operating segments have been identified based on the information provided to the chief operating decision makers – being the executive management team. The Group aggregates two or more operating segments when they have similar economic characteristics, and the segments are similar in each of the following respects: Nature of the products and services, - Type or class of customer for the products and services, - Methods used to distribute the products or provide the services, and if applicable - Nature of the regulatory environment. - Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the Financial Statements. Management has determined the operating segments based on the reports reviewed by the board of directors that are used to make strategic decisions. The Group does not have any material operating segments with discrete financial information. The Group does not have any customers and all its’ assets and liabilities are primarily related to the mining industry and are located within Australia. The Board of Directors review internal management reports on a regular basis that is consistent with the information provided in the statement of profit or loss and other comprehensive income, statement of financial position and statement of cash flows. As a result no reconciliation is required because the information as presented is what is used by the Board to make strategic decisions. 2017 Annual Report | Page 66 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 18 – FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES Interest revenue Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset. The Group’s principal financial instrument comprises cash. The main purpose of this financial instrument is to provide working capital for the Group’s operations. The Group has various other financial instruments such as sundry debtors, security bonds and trade creditors, which arise directly from its operations. It is, and has been throughout the year under review, the Group’s policy that no trading in financial instruments shall be undertaken. The main risk arising from the Group’s financial instruments is interest rate risk. The Board reviews and agrees on policies for managing each of these risks and they are summarised below. Interest rate risk At reporting date the Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s cash and bonds. The Group constantly analyses its exposure to interest rates, with consideration given to potential renewal of existing positions, the mix of fixed and variable interest rates and the period to which deposits may be fixed. At reporting date, the Group had the following financial assets exposed to variable interest rates that are not designated in cash flow hedges: Financial Assets: Cash and cash equivalents - interest bearing Trade and other receivables - bonds Net exposure 30 June 2017 $ 30 June 2016 $ 2,435,603 80,000 2,515,603 1,372,318 80,000 1,452,318 Sensitivity At 30 June 2017, if interest rates had increased by 0.5% from the year end variable rates with all other variables held constant, post tax profit and equity for the Group would have been $12,577 higher (2016: changes of 0.5% $7,261 higher). The 0.5% (2016: 0.5%) sensitivity is based on reasonably possible changes, over a financial year, using an observed range of historical RBA movements over the last year. Liquidity risk The Group has no significant exposure to liquidity risk as there is effectively no debt. The Group manages liquidity risk by monitoring immediate and forecast cash requirements and ensuring adequate cash reserves are maintained. Credit risk Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted the policy of dealing with creditworthy counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group measures credit risk on a fair value basis. Significant cash deposits are with institutions with a minimum credit rating of AA (or equivalent) as determined by a reputable credit rating agency e.g. Standard & Poor. The Group does not have any other significant credit risk exposure to a single counterparty or any group of counterparties having similar characteristics. 2017 Annual Report | Page 67 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 NOTE 19 – PARENT ENTITY INFORMATION Statement of Financial Position Information Current assets Non-current assets Current liabilities Non-current liabilities Net Assets Issued capital Reserves Accumulated losses Profit or loss information Loss for the year Comprehensive loss for the year Commitments and contingencies Company 30 June 2017 $ 30 June 2016 $ 2,647,469 3,073,896 (472,961) - 1,602,611 3,131,197 (212,453) - 5,248,404 4,521,355 15,977,562 12,325,646 2,189,111 1,168,877 (12,918,269) 5,248,404 (8,973,168) 4,521,355 (3,945,101) (3,945,101) (3,003,264) (3,003,264) There are no commitments or contingencies, including any guarantees entered into by Stavely Minerals Limited on behalf of its subsidiaries. Subsidiaries 30 June 2017 30 June 2016 Name of Controlled Entity Class of Share Place of Incorporation % Held by Parent Entity Ukalunda Pty Ltd Ordinary Australia 100% 100% NOTE 20 – ACQUISITION OF SUBSIDIARY On 15 February 2016, Stavely Minerals Limited acquired Ukalunda Pty Ltd (‘Ukalunda’). Ukalunda was established in 2007 by Stavely Minerals’ Directors Mr Chris Cairns and Mr Peter Ironside with the specific purpose of opportunistically applying for exploration permits in north Queensland. Cash consideration for the acquisition was $2. At the date of acquisition, Ukalunda had loans totalling $29,040 outstanding to Mr Cairns and Mr Ironside for company establishment fees, tenement application fees and compliance costs etc. but does not include any costs for Mr Cairns’ or Mr Ironside’s time and efforts. The loans were discharged by Stavely Minerals after acquisition. The following table summarises the assets and liabilities acquired: Cash and cash equivalents Receivables Exploration asset Trade payables Loans payable Net Assets 30 June 2017 30 June 2016 $ - - - - - - $ 5,337 22 23,931 (248) (29,040) 2 NOTE 21 – EVENTS OCCURRING AFTER THE REPORTING PERIOD There are no matters or circumstances that have arisen since 30 June 2017 that have or may significantly affect the operations, results, or state of affairs of the Group in future financial years. 2017 Annual Report | Page 68 INDEPENDENT AUDIT REPORT . 2017 Annual Report | Page 69 INDEPENDENT AUDIT REPORT 2017 Annual Report | Page 70 INDEPENDENT AUDIT REPORT 2017 Annual Report | Page 71 ADDITIONAL SHAREHOLDER INFORMATION Information as at 11 August 2017 a) Substantial Shareholders (who have lodged notices with Stavely Minerals Limited) Number of Ordinary Shares 30,157,419 15,007,419 7,566,014 Name Peter Reynold Ironside Christopher John Cairns Greenstone Property Pty Ltd and Associates b) Shareholder Distribution Schedule Size of Holding 1 - 1,001 - 5,001 - 10,001 - 1,000 5,000 10,000 100,000 100,001 and over Total Number of shareholders holding less than a marketable parcel c) Voting Rights Number of Shareholders 56 102 152 326 142 778 101 (i) at meetings of members entitled to vote each member may vote in person or by proxy or attorney, or in the case of a member which is a body corporate, by representative duly appointed under section 250D; (ii) on a show of hands every member entitled to vote and present in person or by proxy or attorney or representative duly authorised shall have one (1) vote; (iii) on a poll every member entitled to vote and present in person or by proxy or attorney or representative duly authorised shall have one (1) vote for each fully paid share of which he is the holder and in the case of contributing shares until fully paid shall have voting rights pro rata to the amount paid up or credited as paid up on each such share; and (iv) a member shall not be entitled to vote at general meeting or be reckoned in a quorum in respect of any shares upon which any call or other sum presently payable by him is unpaid. 2017 Annual Report | Page 72 ADDITIONAL SHAREHOLDER INFORMATION d) Twenty largest shareholders: Name 1 2 3 4 5 6 7 8 9 Chaka Investments Pty Ltd Goldwork Asset Pty Ltd BNP Paribas Nominees Pty Ltd Ironside Pty Ltd Greenstone Property Pty Ltd Goldwork Asset Pty Ltd Ironside Pty Ltd Citicorp Nominees Pty Limited Jennifer Elaine Murphy 10 Dr Anthony Cairns 11 Michelle Maria Skinner 12 McNeil Nominees Pty Limited 13 DK & SJ Pty Ltd 14 JC Holdings Pty Ltd 15 Mick Ashton Nominees Pty Ltd 16 17 Trading Pursuits Group Pty Ltd Sanluri Pty Ltd 18 Mr Harle John Mossman 19 Elphick Superannuation Pty Ltd 20 National Nominees Limited Shares on issue at 11 August 2017 e) Unlisted Options Number of Ordinary Shares 19,580,000 % of Issued Capital 16.03 9,759,032 5,863,389 5,677,419 5,586,859 5,238,387 5,000,000 4,377,479 3,427,097 2,700,000 2,358,065 2,028,262 1,250,000 1,250,000 1,250,000 1,250,000 1,233,000 1,225,000 970,000 845,000 80,868,989 122,133,983 7.99 4.80 4.65 4.57 4.29 4.09 3.58 2.81 2.21 1.93 1.66 1.02 1.02 1.02 1.02 1.01 1.00 0.79 0.69 66.18 Name Directors: W Plyley C Cairns J Murphy P Ironside Others: H Forgan M Skinner A Sparks Q Te Tai B Nijhof P Van Luyt R McBeath 31/12/2017 27 cents 31/12/2017 21 cents 31/12/2017 26 cents 30/06/2018 19 cents 1,000,000 5,032,258 1,561,290 5,032,258 - 774,194 750,000 250,000 - - 14,400,000 - - - - 1,100,000 1,100,000 1,600,000 1,100,000 250,000 - - 5,150,000 2,500,000 3,500,000 2,100,000 1,000,000 - - - - - - - 9,100,000 - - - - - - - - - 250,000 250,000 500,000 2017 Annual Report | Page 73 TENEMENT SCHEDULE Tenement Portfolio - Victoria Area Name Tenement Mt Ararat Ararat Stavely Yarram Park Mortlake Ararat Ararat Ararat Ararat Stavely Ararat Ararat EL 3019 EL 4758 EL 4556 EL 5478 EL 5470 EL 5486 ELA 5487 EL 6271 RLA 2020 RLA 2017 EL 5403 EL 5450 Grant Date/ (Application Date) 21 December 1989 29 January 2004 5 April 2001 26 July 2013 17 June 2013 10 July 2014 (21 June 2013) 21 July 2016 (12 June 2014) (20 May 2014) 25 January 2012 21 February 2013 Tenement Portfolio - Queensland Area Name Tenement Grant Date/ (Application Date) Ravenswood West EPM26041 24 May 2016 Ravenswood North Application EPM26152 15 September 2016 Dreghorn Kirk North EPM26303 EPM26304 23 March 2017 23 March 2017 Size (Km2) 42 12 139 99 110 1 5 6 28 139 68 4 Size (Km2) 241 48 137 81 2017 Annual Report | Page 74 STAVELY MINERALS LIMITED ABN 33 119 826 907 www.stavely.com.au

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