More annual reports from Surefire Resources :
2023 ReportAND ITS CONTROLLED ENTITIES
_____________________________________________________________________________________
ANNUAL REPORT
ENDED 30 JUNE 2018
_____________________________________________________________________________________
WWW.SUREFIRERESOURCES.COM.AU • ASX: SRN and SRNOB •ABN 48 083 274 024
AND ITS CONTROLLED ENTITIES
CONTENTS
Page No.
Corporate Directory
Review of Operations
Directors’ Report
Auditor’s Independence Declaration
Corporate Governance Statement
Consolidated Statement of Financial Performance
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to and forming part of the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Tenement Details
Other Information
- Page 2 -
3
4
11
20
21
22
23
24
25
26
41
42
46
47
CORPORATE DIRECTORY
DIRECTORS
FOR INFORMATION ON THE COMPANY CONTACT
VLADIMIR NIKOLAENKO
Executive Chairman and Managing Director
MICHAEL POVEY
Non-Executive Technical Director
ROGER SMITH
Non-Executive Director
COMPANY SECRETARY
Neville Bassett
REGISTERED OFFICE
Ground Floor
45 Ventnor Avenue, West Perth WA 6005
Telephone (08) 9429 8846
Facsimile (08) 9429 8800
WEBSITE
www.surefireresources.com.au
FOR SHAREHOLDER INFORMATION CONTACT
SHARE REGISTRY
Advanced Share Registry Limited
110 Stirling Highway, Nedlands WA 6009
Telephone (08) 9389 8033
Facsimile (08) 9262 3723
PRINCIPAL & REGISTERED OFFICE
Ground Floor
45 Ventnor Avenue, West Perth WA 6005
Telephone (08) 9429 8846
Facsimile (08) 9429 4400
BANKERS
National Australia Bank Limited
226 Main Street, Osborne Park WA 6017
AUDITORS
Greenwich & Co Audit Pty Ltd
Chartered Accountants
Level 2, 35 Outram Street, West Perth WA 6005
STOCK EXCHANGE
Australian Securities Exchange (ASX)
ASX COMPANY CODES
SRN (Fully paid shares)
SRNOB (Options to acquire fully paid shares)
ISSUED CAPITAL
420,653,640 fully paid ordinary shares
300,252,600 partly-paid ordinary shares
419,952,600 options to acquire fully paid shares exercisable
at $0.018 by 30 November 2019
- Page 3 -
REVIEW OF OPERATIONS
Overall Review
During the year, the Group has increased its licence area at the Kooline lead/silver project and now has a contiguous holding
covering 48km of mineralisation. Field work and rock chip sampling at Kooline has provided high-grade lead/silver results and also
anomalous gold and copper. At the Unaly Hill vanadium project exploration drilling has been undertake in order to further delineate
the known resource and identify higher-grade zones of vanadium mineralisation. A 345m diamond drill hole has confirmed three
consistent and extensive zones of mineralisation and provided sufficient mineralised core to advance a detailed metallurgical test
work programme.
Unaly Hill (E57/420), Western Australia –Vanadium Project
The licence area is located approximately 500km north of Perth Sandstone in the East Murchison Mineral field of Western Australia
covers the Unaly Hill Vanadium project and approximately 14km of a major N-S trending aeromagnetic anomaly within the Atley
Igneous Complex.
Figure 1 Location and geological setting of the Unaly Hill Project
- Page 4 -
REVIEW OF OPERATIONS
Geological Setting
The Unaly Hill Vanadium project licence area, E57/1068 (Figure 1) lies within the Atley Igneous Complex located approximately 48
km south of Sandstone in the East Murchison Mineral field of Western Australia. The Atley Intrusion is a layered gabbroic body that
is elongate in an NNE/SSW orientation and runs along the axis of the regional scale Youanmi Fault, a regionally dominant geological
feature. Unaly Hill’s geological setting and style of mineralization has been well documented and has many similarities with other
world-class magmatic Fe-Ti-V deposits associated with layered intrusive complexes.
The Group has previously established a substantial vanadium resource (Table 1) from drilling 3 kilometres of magnetic anomaly
corresponding with the cumulous magnetite layers within the intrusive. The mineralisation remains open at depth and along strike
and over 7 km of strike length of the magnetic anomaly within the licence area remains undrilled.
Table 1
Inferred Mineral Resource (October 2011)
Million Tonnes
V2O5 %
Content (Kt) V2O5
Fe %
TiO2 %
SiO2 %
86.3
0.42
36,533
23.57
4.51
30.1
(The JORC (2004) Inferred Mineral Resource (Table 1) based on a cut-off of 0.30% V2O5) was prepared (October 2011) by Mr
Vladilslav Trashliev of Gemcom, (an independent geological consultancy company) and Mr Andrew Bewsher from BM Geological
Services PL was the Competent Person responsible for the Independent Audit of the Mineral Resource
Exploration Activity
Subsequent to the end of the financial year the Group executed a single HQ diamond drill hole and commenced a more extensive
RC drilling programme that will test additional magnetic anomalies and areas of potential higher-grade mineralisation within the
Unaly Hill mineralisation. Southern Geoscience (SGC) who produced the original target drill hole model plots in 2010 were engaged
to analyse and assess the detailed geophysical data available for the areas north of the 2010 drilling program.
Drilling commenced and completed on the new magnetic targets in September and the assays results are currently pending.
The diamond dill hole, UHDM001 (Figure 2), was completed at a depth of 345.5m drilled to acquire sufficient core sample to advance
metallurgical testing. The hole intersected three consistent zones of extensive vandiferous mineralisation occurring as coarse,
euhedral magnetite in a chloritic gabbro
The mineralisation graded from moderate-heavily disseminated, to matrix and massive concentrations of cumulate magnetite and
included a 9m intersection grading 0.89% V2O5.
Metallurgical Testwork
Historical testwork undertaken in 2011 confirmed that a high-grade vanadium pentoxide concentrate could be produced from the
Unaly Hill mineralisation. In order to re-affirm this and evaluate the potential process flowsheet in detail a comprehensive
metallurgical test work program has been designed for the new mineralised core and the Group has engaged metallurgical
consultancy company METS Engineering of West Perth, to manage the testwork program in conjunction with ALS Metallurgy Pty Ltd
(ALS) part of the ALS Global group specialising in assay and metallurgical process work. Composites from the UHDM001
mineralised core are currently undergoing comminution and beneficiation testwork with results expected in the December quarter of
2018.
- Page 5 -
REVIEW OF OPERATIONS
Figure 2 Diamond Drill Hole UHDM – Intersections 2018
Victory Bore Vanadium Deposit Acquisition – E57/1036
Subsequent to the end of the financial year Surefire acquired the Victory Bore vanadium project subject to various approval
conditions.
The acquisition will greatly increase the company’s vanadium resource base. Exploration licence E57/1036 abuts the northern
boundary of Surefire’s Unaly Hill project licence E57/1068 and will provide approximately 25km of almost contiguous strike of the
vanadium–rich magnetite mineralisation within the Atley Igneous complex, the majority of which is untested.
Previous exploration activity conducted within the current tenement boundary has an established a Mineral Resource estimate in
accordance with JORC Code 2012.
Quest Minerals (ASX.QNL) previously announced this mineral resource estimate on 29 June 2017.
- Page 6 -
REVIEW OF OPERATIONS
Figure 3 Victory Bore and Unaly Hill Locations
The estimate provided by independent geological consultants CSA Global is shown in Table 2.
Table 2
Inferred Mineral Resource (October 2011)
Million Tonnes
V2O5 %
Content (Kt) V2O5
Fe %
TiO2 %
SiO2 %
151
0.44
66,440
25.0
6.73
28.6
Note: The Mineral Resource was estimated within constraining wireframe solids based on a nominal
lower cut-off grade of 20% Fe. The Resource is quoted from blocks above a specified Fe % cut-off grade
of 20% Fe.
SurefIre’s Vanadium Resources
The acquisition of the Victory Bore vanadium project will significantly increase the Group’s vanadium resource base and exploration
potential. In conjunction with the Group’s Unaly Hill vanadium project the Group with have a combined Inferred Mineral Resource of
237 Mt grading~0.42-44% V2O5 with a contained V2O5 content of 102,900 tonnes making it one of the largest vanadium resource
holders in Australia.
The majority of the magnetic anomalies within both licence areas remain untested by drilling the potential exists therefore for not only
an increased resource tonnage but for larger zones of higher-grade vanadium mineralisation.
- Page 7 -
REVIEW OF OPERATIONS
Vanadium Market
Significant changes have occurred in the vanadium market since the Group’s 2010 drill and metallurgical testwork programs.
With fivefold increase in price between November 2015 and April 2018 vanadium is ahead of other ‘hot’ battery metals, including
cobalt and lithium, whose prices have risen amid expectations of surging demand from electric vehicle manufacturers.
There are strong reasons to believe that the vanadium price will continue to rise, two excellent drivers of long-term demand are the
new tensile strength rules to be implemented in China and the growth of vanadium redox flow batteries (VRFBs).
From the 1st November 2018 Chinese steel manufacturers will have to double the vanadium content in their rebar products to make
them stronger. The China Iron & Steel Research Institute has stated this the move alone could increase vanadium consumption by
30 percent.
Whilst vanadium’s main use has been to produce high-strength steel and chemical catalysts, much future demand excitement stems
from its role in as an electrolyte in vanadium redox flow batteries (VRFBs). The technology is likely to replace lithium ion batteries for
fixed storage applications.
While lithium-based batteries are well suited to consumer electronics and electric vehicles, their lifetimes can be limited. With over a
20-year lifespan, VRFB technology can be fully discharged over an almost unlimited number of charge and discharge cycles without
wearing out. This is an important factor when matching the daily demands of utility-scale solar and wind power generation.
High-Grade Lead/Silver
Kooline Project
The Kooline Project is centred 55 kilometres south of the Paulsen’s goldmine and 190 kilometres WNW of Paraburdoo within the
Ashburton province of Western Australia. The project area tenements consist of granted Exploration Licences, E08/2372, and
E08/2373 and ELA 08/2956 (Figure 1). The Group’s licence tenure now covers a total of 386 km², and more importantly, includes
48km of contiguously striking licences linking a number of clusters of historic artisanal lead workings and mines in the high-grade
Kooline Lead Field.
- Page 8 -
REVIEW OF OPERATIONS
Figure 4 Kooline Licence area Locations
The Kooline Project is situated in a relatively underexplored region in Western Australia where numerous historic gold, and
particularly lead/silver workings are evident. The tenements strike along a moderately defined magnetic and gravity anomaly,
indicating the potential presence of moderately deep igneous intrusions. Such intrusions are an important heat source driving the
circulation of hydrothermal fluids enriched in various base and precious metals, particularly lead. The lead/silver is deposited in vein
filled shears and structures primarily as massive galena
Exploration Activity
Most of the modern exploration activity over of the licence areas at Kooline was undertaken between 2007 and 2010 and included a
number of geophysical and geochemical field surveys and some very limited drilling.
During the year geological consultants Unearthed Elements were commissioned by Surefire to undertake field investigations of the
KooIine Lead/Silver Project with a primary focus on the high-grade workings in the main field cluster. The field trip consisted of
interpretation of remote sensing information, reconnaissance mapping of the most important of the lead workings and rock chip
sampling. The main prospect areas that were inspected were those with a historic mining and exploration history, over 30 workings
are recorded in the main area but the field investigation revealed many more that have not been recorded.
- Page 9 -
REVIEW OF OPERATIONS
Rock Chip Sampling
The main cluster of over thirty mines at Kooline has seen rock-chip samples containing galena, cerussite and silver returning some
extremely high grades. A number of rock chip samples were collected from the main areas during the year and the assay results
announced from these samples in the June quarter continue to confirm the high-grade nature of the mineralisation with results up to
79% Pb and 232g/t Ag. The significant sample results are shown in Table 3 below:
KOOL-001
UNITS
KRK001
KRK002
KRK005
KRK006
KRK007
KRK008
KRK009
KRK011
KRK013
Pb
%
12.3
30.9
55.3
48.1
7
79.3
12
44.7
7.28
Table 3
Au
PPM
0.15
0.23
0.11
0.52
0.03
0.21
0.15
0.05
0.04
Cu
PPM
5120
12300
615
9350
150
1390
26200
690
145
Ag
PPM
24
36
249
170
39
232
78
40
23
PROSPECT
Rainbow Costean
Rainbow Costean
Bilrose - costean
June Audrey
Bilrose channel sample 1m
June Audrey - spoils pile
Phar Lap
Big Chief - costean
Kooline Griffiths
Due to the high grade in the samples all were re-analysed using XRF in order to provide a more accurate determination of the lead
grade. It is notable that all the samples carried anomalous gold and copper values. These copper and gold values were considered
significant and the company has engaged CSA Global of Perth, a respected geological consultancy to undertake a study of the
available geochemical and geophysical data in order to determine a geological model and target generation for the licence areas.
- Page 10 -
DIRECTORS’ REPORT
Your directors submit the financial report of Surefire Resources NL (the “Group” or “Surefire”) and its controlled entities (the
“Consolidated Entity” or “Group”) for the year 30 June 2018.
DIRECTORS
The following persons were directors of the Group during the year and up to the date of this report:
Mr Vladimir Nikolaenko – Appointed 27.7.2017
Mr Brett Clark – Resigned 17.8.2017
Mr John Wareing – Resigned 12.10.2017
Mr Michael Povey – Appointed 12.10.2017
Mr Victor Turco – Resigned 29.11.2017
Mr Roger Smith – Appointed 29.11.2017
PRINCIPAL ACTIVITIES
The principal activities of the Group during the year were to explore and/or review mineral tenement holdings in Western Australia.
RESULTS FROM OPERATIONS
During the year the Group recorded an operating loss of $1,231,789 (2017: Loss $1,473,389).
The operating loss recorded during the year included $196,000 in respect of “equity-settled share-based payments”. This was not a cash
outlay and was brought to account by virtue of a requirement at law. Net of this figure, the operating loss for the year was $1,035,789.
DIVIDENDS
No amounts have been paid or declared by way of dividend by the Group since the end of the previous financial year and the Directors do
not recommend the payment of any dividend.
REVIEW OF OPERATIONS
A review of operations is covered elsewhere in this Annual Report.
EARNINGS PER SHARE
Basic and diluted loss per share for the financial period was 0.805 cents (2017: Loss 1.60 cents and 1.40 cents respectively– adjusted for
1:20 consolidation effected during year ended 30 June 2018).
FINANCIAL POSITION
The Group’s cash position as at 30 June 2018 was $1,860,697, a substantial increase from the 30 June 2017 cash balance which was
$20,554.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
During the year the Group entered into a Lead Manager, Broker and Corporate Advisory Mandate agreement with CPS Capital Group Pty
Ltd to manage and underwrite a rights issue of 300,252,600 shares at $0.012 each. Each share was issued with a free attaching option on
a 1:1 basis together with a Contributing Share on the same basis with calls thereon totalling $0.027 per share staged over a 3-year period.
Broker fees on funds raised comprised a 2% Management Fee, 4% Underwriting Fee and 64,000,000 Options exercisable at $0.018 with a
30 November 2019 expiry, subject to commercial terms and conditions.
As a consequence of the association with CPS, Surefire was successful in raising $2,757,560 (before costs).
Other than as noted above, there were no significant changes in the state of affairs of the Group during the financial period.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
Subsequent to the end of the financial reporting period, the Group:
1.
has consolidated its tenement holding at Unaly Hill by the acquisition of the Victory Bore Vanadium field from High Grade Metals
Limited as announced to ASX on 23 August 2018; and
2.
issued 300,000 fully paid ordinary shares pursuant to a shareholder’s request to exercise 300,000 options at $0.018 each.
- Page 11 -
DIRECTORS’ REPORT
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Likely developments in the operations of the Group and the expected results of those operations in future financial years have not been
included in this report as the directors believe, on reasonable grounds, that the inclusion of such information would be likely to result in
unreasonable prejudice to the Group.
Full current details of the Group’s operations can be located on its website, www.surefireresources.com.au
ENVIRONMENTAL ISSUES
The Group carries out exploration operations in Australia which are subject to environmental regulations under both Commonwealth and
State legislation. The Group’s exploration manager is responsible for ensuring compliance with those regulations. During or since the
financial period there have been no known significant breaches of these regulations.
INFORMATION ON DIRECTORS AND COMPANY SECRETARIES
Vladimir Nikolaenko
Executive Chairman and Managing Director (Re-appointed 27 July 2017)
Mr Nikolaenko has over 30 years of commercial experience in exploration, project evaluation, development and operations, predominantly
focused in the base metals, gold and diamond sectors. He has a depth of management and corporate expertise in the operation of public
companies and has held the position of managing director of four public companies over a period of more than 20 years involved in
exploration and production, property development and technology.
He has held no directorships in public companies in the past 3 years.
Mr Nikolaenko has a relevant interest in 92,687,141 ordinary fully paid shares, 67,188,767 partly-paid ordinary shares and 102,188,767
options to acquire fully paid shares. Mr Nikolaenko is not considered to be an independent director but posses appropriate skill sets to be a
suitably qualified key board member whose interests are aligned with those of the shareholders.
Michael Povey
Non-Executive Technical Director (Appointed 12.10.2017)
Mr Povey is a mining engineer with over 34 years worldwide experience in the resource sector. This experience has encompassed a wide
range of commodities and included senior management positions in mining operation and the explosives industry in Africa, North America
and Australia. During this time, he has been responsible for general and mine management, mine production, project evaluation, mine
feasibility studies and commercial contract negotiations.
Mr Povey has a relevant interest in 1,797,945 ordinary fully paid shares, 1,797,945 partly-paid ordinary shares and 19,797,945 options to
acquire fully paid shares. Mr Povey is considered to be an independent director.
Roger Smith
Non-Executive Director (Appointed 29.11.2017)
Mr Smith has served on a number of boards of listed companies as both a Non-Executive Chairman and Non-Executive Director as well as
having held a number of proprietary company directorships. Mr Smith has been successful in the operation of wholesale/retail businesses,
property development and the hotel industry.
Mr Smith has a relevant interest in 6,664,155 ordinary fully paid shares, 1,469,178 partly-paid ordinary shares and 4,469,178 options to
acquire fully paid shares. Mr Smith is considered to be an independent director.
John Wareing
Chairman (Resigned 12.10.2017)
Victor Turco
Non-Executive Director (Resigned 29.11.2017)
Brett Clark
Non-Executive Director (Resigned 17.8.2017)
Rahul Singh
Executive Chairman (Appointed 5.7.2017, Resigned 10.8.2017)
This was an interim short-term appointment disputed by a major shareholder.
Jan Peter Sloane
Non-Executive Director (Appointed 5.7.2017, Resigned 10.8.2017)
This was an interim short-term appointment disputed by a major shareholder.
Phillip Hains
Non-Executive Director (Appointed 5.7.2017, Resigned 10.8.2017)
This was an interim short-term appointment disputed by a major shareholder.
- Page 12 -
DIRECTORS’ REPORT
Victor Turco
Group Secretary (Resigned 29.11.2017)
Winton Willesee and Erlyn Dale
Joint Group Secretaries (Appointed 29.11.2017, Resigned 15.12.2017)
Rudolf Tieleman
Group Secretary (Appointed 15.12.2017, Resigned 24.4.2018)
Neville Bassett
Group Secretary (Appointed 24.4.2018)
AUDIT COMMITTEE
At the date of this report the Group does not have a separately constituted Audit Committee as all matters normally considered by an audit
committee are dealt with by the full Board.
REMUNERATION COMMITTEE
At the date of this report, the Group does not have a separately constituted Remuneration Committee and as such, no separate committee
meetings were held during the year. All resolutions made in respect of remuneration matters were dealt with by the full Board.
MEETINGS OF DIRECTORS
During the financial year ended 30 June 2018, the following director meetings were held:
Eligible to Attend
Attended
B Clark
J Wareing
V Turco
V Nikolaenko
M Povey
R Smith
1
1
1
3
3
3
1
1
1
3
3
3
REMUNERATION REPORT (Audited)
Names of and positions held by key management personnel (defined by the Australian Accounting Standards as being “those people
having authority and responsibility for planning, directing, and controlling the activities of an entity, either directly or indirectly. This includes
an entity's directors”) in office at any time during the financial year are:
Key Management Person
Position
Vladimir Nikolaenko
Executive Director
Michael Povey
Roger Smith
John Wareing
Brett Clark
Victor Turco
Rahul Singh
Jan Peter Sloane
Phillip Hains
Neville Bassett
Non-Executive Director
Non-Executive Director
Chairman – resigned 12.10.2017
Non-Executive Director – resigned 17.8.2017
Non-Executive Director – resigned 29.11.2017
Non-Executive Director – resigned 10.8.2017
Non-Executive Director – resigned 10.8.2017
Non-Executive Director – resigned 10.8.2.017
Group Secretary
Winton Willesee and Erlyn Dale
Joint Group Secretaries – resigned 15.12.2017
Rudolf Tieleman
Group Secretary – resigned 24.4.2018
The Group’s policy for determining the nature and amounts of emoluments of key management personnel is set out below:
- Page 13 -
DIRECTORS’ REPORT
Key Management Personnel Remuneration and Incentive Policies
At the date of this report, the Group does not have a separately constituted Remuneration Committee (“Committee”) as all matters
normally considered by such a Committee are dealt with by the full Board. When constituted, its mandate will be to make
recommendations to the Board with respect to appropriate and competitive remuneration and incentive policies (including basis for paying
and the quantum of any bonuses), for key management personnel and others as considered appropriate to be singled out for special
attention, which:
motivates them to contribute to the growth and success of the Group within an appropriate control framework;
aligns the interests of key leadership with the interests of the Group’s shareholders;
are paid within any limits imposed by the Constitution and make recommendations to the Board with respect to the need for
increases to any such amount at the Group’s annual general meeting; and
in the case of directors, only permits participation in equity-based remuneration schemes after appropriate disclosure to, due
consideration by and with the approval of the Group’s shareholders.
Non-Executive Directors
Non-executive directors are not provided with retirement benefits other than statutory superannuation entitlements, where
applicable.
To the extent that the Group adopts a remuneration structure for its non-executive directors other than in the form of cash and
superannuation, disclosure shall be made to stakeholders and approvals obtained as required by law and the ASX listing rules.
Incentive Plans and Benefits Programs
The Board, acting in its capacity as a Remuneration Committee, is to:
review and make recommendations concerning long-term incentive compensation plans, including the use of equity-based
plans, administer equity-based and employee benefit plans and discharge any responsibilities under those plans, including
making and authorising grants, in accordance with the terms of those plans;
ensure that, where practicable, incentive plans are designed around appropriate and realistic performance targets that measure
relative performance and provide remuneration when they are achieved; and
review and, if necessary, improve any existing benefit programs established for employees.
Retirement and Superannuation Payments
No prescribed benefits were provided by the Group to directors by way of superannuation contributions during the year.
Non-Executive Director and Executive Remuneration
The remuneration of non-executive directors may not exceed in aggregate in any financial year the amount fixed by the Group.
The Board has previously agreed to set remuneration for non-executive directors at $3,500 per month and the Chairman at $5,000
per month once working capital and cashflow of the Group allowed.
During the year ended 30 June 2018, the non-executive directors and Chairman received a maximum of an annualised base
director’s fee of $42,000.
Relationship between Group Performance and Remuneration
There is no relationship between the financial performance of the Group for the current or previous financial year and the
remuneration of the key management personnel.
Remuneration is set having regard to market conditions and encourage the continued services of key management personnel.
Use of Remuneration Consultants
The Group did not employ the services of any remuneration consultant during the financial year ended 30 June 2018.
Consultant Agreements
The current directors and company secretary do not have employment contracts with the Group save to the extent that the
Group’s constating documents comprise the same.
- Page 14 -
DIRECTORS’ REPORT
Key Management Personnel Remuneration
Key Management Person
John Wareing (i)
Resigned 12.10.2017
Victor Turco (ii)
Resigned 12.10.2017
Brett Clark
Resigned 12.10.2017
Rahul Singh
Appointed 5.7.2017
Resigned 10.8.2017
Jan Peter Sloane
Appointed 5.7.2017
Resigned 10.8.2017
Phillip Haines
Appointed 5.7.2017
Resigned 10.8.2017
Vladimir Nikolaenko (iii)
Appointed 27.7.2017
Michael Povey (iv)
Appointed 12.10.2017
Roger Smith
Appointed 29.11.2017
Winton Willesee and Erlyn
Dale
Appointed 29.11.2017
Resigned 15.12.2017
Rudolf Tieleman
Appointed 15.12.2017
Resigned 24.4.2018
Neville Bassett
Appointed 24.4.2018
Year ended 30 June 2018
Short-term
benefits
Fees &
contractual
payments
($)
Total cash and
cash equivalent
benefits
($)
Equity-settled
share-based
payments
($)
37,450
94,141
37,450
94,141
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
($)
37,450
94,141
-
-
-
-
200,066
200,066
122,500
322,566
46,355
24,682
-
46,355
24,682
-
26,372
26,372
-
-
63,000
10,500
-
-
-
109,355
35,182
-
26,372
-
Total
429,066
429,066
196,000
625,066
(i)
Includes $28,050 corporate consulting fees accrued to Argonaut Consulting Group Pty Ltd, a company related to John Wareing.
(ii)
Includes $79,141 accountancy and secretarial service fees accrued to Turco & Co Pty Ltd, a company related to Victor Turco.
(iii)
Includes $161,000 fees accrued to Corporate Admin Services Pty Ltd, a company related to Vladimir Nikolaenko.
(iv)
Includes $16,150 geologist consulting fees accrued to Minman Pty Ltd, a company related to Michael Povey.
The following amounts payable to Key Management Personnel (including GST where applicable) are included in Trade and Other
Payables as at 30 June 2018 in respect of costs accrued during the years ended 30 June 2017 and 30 June 2018:
J Wareing and Argonaut Consulting Group Pty Ltd
V Turco and Turco & Co Pty Ltd
B Clark and Wembley Corporate Services Pty Ltd
Mineral Resources Consulting Pty Ltd
V Nikolaenko and Corporate Admin Services Pty Ltd
M Povey and Minman Pty Ltd
R Smith
Rudolf Tieleman
Total
41,195
104,017
97,881
22,000
179,502
16,110
7,052
3,630
$471,387
- Page 15 -
DIRECTORS’ REPORT
Key Management Personnel Remuneration (Continued)
Key Management Person
Year ended 30 June 2017
Short-term
benefits
Fees &
contractual
payments
($)
Post-
employment
Statutory
superannuation
($)
Total cash and
cash equivalent
benefits
($)
Equity-settled
share-based
payments
($)
Total
($)
John Wareing
Appointed 16.5.2017
Victor Turco
Appointed 21.6.2017
Vladimir Nikolaenko
Resigned 18.5.2016
Graeme Smith
Resigned 16.5.2017
David Sumich
Appointed 16.5.2017
Resigned 21.6.2017
Brett Clark
Trent Spry
Resigned 4.1.2017
Don Valentino
Resigned 16.5.2017
Total
3,000
3,500
-
102,934
-
37,302
80,000
72,396
299,132
-
-
-
-
-
8,101
8,101
3,000
3,500
-
102,934
-
37,302
80,000
80,497
307,233
-
-
15,000
15,000
-
8,750
-
18,750
57,500
3,000
3,500
15,000
117,934
-
46,052
80,000
99,247
364,733
- Page 16 -
DIRECTORS’ REPORT
INTERESTS HELD BY DIRECTORS, OTHER KEY MANAGEMENT PERSONNEL and RELATED PARTIES
The number of shares and partly-paid contributing shares in the Group held at the beginning and end of the year and net movements
during the financial year by directors, other key management personnel and/or their related entities are set out below:
30 June 2018:
Name
Balance at the
start of the year
or date of
appointment
Issued during the year
Balance at the end
of the year or date
of resignation
Remuneration
Entitlement Offer
John Wareing
Victor Turco
Brett Clark
Fully paid ordinary shares
Rahul Singh
Jan Peter Sloane
Phillip Haines
Vladimir Nikolaenko
Fully paid ordinary shares
Partly paid ordinary shares
Michael Povey
Fully paid ordinary shares
Partly paid ordinary shares
Roger Smith
Fully paid ordinary shares
Partly paid ordinary shares
Winton Willesee and Erlyn Dale
Rudolf Tieleman
Neville Bassett
Total ordinary shares
Total partly paid contributing shares
-
-
-
-
-
-
25,498,374
-
-
-
5,194,977
-
-
-
-
30,693,351
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
67,188,767
67,188,767
92,687,141
67,188,767
1,797,945
1,797,945
1,469,178
1,469,178
-
-
-
1,797,945
1,797,945
6,664,155
1,469,178
-
-
-
70,455,890
70,455,890
101,149,241
70,455,890
- Page 17 -
DIRECTORS’ REPORT
30 June 2017 (Comparatives adjusted for 1:20 Consolidation effected April 2018):
Name
Balance at the
Issued during the year
start of the year or
date of
appointment
-
-
24,078,052
1,875,000
-
-
600,000
-
26,553,052
Remuneration
Other
-
-
-
616,667
-
312,500
-
354,167
1,283,334
John Wareing
Victor Turco
Vladimir Nikolaenko
Graeme Smith
David Sumich
Brett Clark
Trent Spry
Don Valentino
Total ordinary shares
Balance at the end
of the year or date
of resignation
-
-
-
-
-
-
-
-
-
-
-
24,078,052
2,491,667
-
312,500
600,000
354,167
27,836,386
Options held by Directors, Other Key Management Personnel and Related Parties
The number of options over fully paid ordinary shares in the Group held at the beginning and end of the year and net movements during
the financial year by key management personnel and/or their related entities are set out below:
30 June 2018:
Name
Balance at the
Granted
Granted
Lapsed during
Balance at the
Vested &
start of the
during the
during the
the year
end of the year
exercisable at
year or date of
year as
year pursuant
or date of
the end of the
appointment
remuneration
to Entitlement
appointment
year
John Wareing
Victor Turco
Brett Clark
Rahul Singh
Jan Peter Sloane
Phillip Haines
Vladimir Nikolaenko
Michael Povey
Roger Smith
Winton Willesee and
Erlyn Dale
Rudolf Tieleman
Neville Bassett
Total
-
-
-
-
-
-
Offer
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
392,500,000
35,000,000
67,188,767
(392,500,000)
102,188,767
102,188,767
-
18,000,000
25,000,000
3,000,000
1,797,945
1,469,178
-
19,797,945
19,797,945
(25,000,000)
4,469,178
4,469,178
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
417,500,000
56,000,000
70,455,890
(417,500,000)
126,455,890
126,455,890
Options held by Directors, Other Key Management Personnel and Related Parties
The options granted on 10.4.2018 for nil cash consideration as non-cash remuneration to KMP’s entitles the holder to acquire one fully
paid ordinary share for each option held. The options were valued using the Black-Scholes Binomial valuation method at $0.0035 each at
grant date. Each option is exercisable at $0.018 each on or before 30.11.2019.
- Page 18 -
DIRECTORS’ REPORT
General
There were no other transactions conducted between the Group and KMP or their related parties apart from those disclosed above relating
to equity and loans, that were conducted other than in accordance with normal employee, customer or supplier relationships on terms no
more favourable than those reasonably expected under the arm’s length dealings with unrelated parties.
End of Remuneration Report.
EMPLOYEES
At 30 June 2018, aside from directors, the Group has no other employees. The same position prevailed at 30 June 2017.
CORPORATE STRUCTURE
Surefire is a no liability company incorporated and domiciled in Australia.
ACCESS TO INDEPENDENT ADVICE
Each director has the right, so long as he is acting reasonably in the interests of the Group and in the discharge of his duties as a
director, to seek independent professional advice and recover the reasonable costs thereof from the Group.
The advice shall only be sought after consultation about the matter with the chairman (where it is reasonable that the chairman be
consulted) or, if it is the chairman that wishes to seek the advice or it is unreasonable that he be consulted, another direc tor (if that
be reasonable).
The advice is to be made immediately available to all Board members other than to a director against whom privilege is claime d.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Group has entered into agreements indemnifying, to the extent permitted by law, all the directors and officers of the Group against all
losses or liabilities incurred by each director and officer in their capacity as directors and officers of the Group. During the year no amount
was incurred as insurance premiums for this purpose – an amount of $6,013 was paid during the year ended 30 June 2017 which
substantially covered the whole of the 2018 year.
OPTIONS
As at the date of this report there are 420,252,600 quoted options over unissued ordinary shares in the Group.
Option holders do not have any rights to participate in any issues of shares or other interest of the Group.
For details of options issued to directors and other key management personnel, refer to the Remuneration Report above.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group,
or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or
part of those proceedings.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out in this annual
report.
This report has been signed in accordance with a resolution of directors.
For and on behalf of the Directors
Electronic Signature noted as having been affixed with approval
Mr Vladimir Nikolaenko
Managing Director
28 September 2018
- Page 19 -
To those charged with the governance of Surefire Resources NL
Auditor’s Independence Declaration
As auditor for the audit of Surefire Resources NL for the year ended 30 June 2018, I declare that, to the best of my
knowledge and belief, there have been:
(i)
(ii)
no contraventions of the independence requirements of the Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
Greenwich & Co Audit Pty Ltd
Rafay Nabeel
Audit Director
28 September 2018
Perth
- Page 20 -
CORPORATE GOVERNANCE STATEMENT
This statement is provided in compliance with the ASX Corporate Governance Council’s (the Council) Corporate Governance Principles and
Recommendations Third Edition (“Principles and Recommendations”).
The Group has resolved that for so long as it is admitted to the official lists of the ASX, it shall abide by the Principles and Recommendations,
subject however to instances where the Board of Directors that a Council recommendation is not appropriate to its particular circumstances.
The Board encourages all key management personnel, other employees, contractors and other stakeholders to monitor compliance with this
Corporate Governance manual and periodically, by liaising with the Board, management and staff, especially in relation to observable departures
from the intent of these policies and with any ideas or suggestions for improvement. Suggestions for improvements or amendments can be made at
any time by providing a written note to the chairman.
Website Disclosures
In order to streamline the content of this Annual Report and pursuant to the disclosure options mandated by the Council, the Group has elected to
publish its Corporate Governance Statement in compliance with ASX Listing Rule 4.10.3 on its website at www.surefireresources.com.au under the
“Corporate Governance” tab.
- Page 21 -
CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2018
Year Ended
30 Jun 2018
($)
Year Ended
30 Jun 2017
($)
Notes
39
-
736
42,564
Revenue:
Interest income
R & D rebate
Expenses:
Administrative expenses
3
(358,377)
(207,253)
Director fees and consulting charges
(386,544)
(215,582)
Exploration expenses
(268,002)
(96,430)
Exploration acquisition costs written off
-
(990,000)
Interest expense
Share-based payments
(Loss) before income tax expense
Income tax expense
(Loss) from continuing operations
Other comprehensive income for the period
Loss from discontinued operations
Total Comprehensive income for the period attributable to members
of the Group
Basic (loss) per share (cents per share)
2017 adjusted for 1:20 consolidation effected during year ended 30.6.2018
Diluted (loss) per share (cents per share)
2017 adjusted for 1:20 consolidation effected during year ended 30.6.2018
The accompanying notes form part of these financial statements.
(22,905)
(7,424)
(196,000)
-
(1,231,789)
(1,473,389)
-
-
(1,231,789)
(1,473,389)
-
(116,272)
(1,231,789)
(1,589,661)
(0.805)
(0.805)
(1.60)
(1.40)
17
4
6
6
- Page 22 -
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2018
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-Current Assets
Deferred exploration expenditure
Total Non-Current Assets
TOTAL ASSETS
Current Liabilities
Trade and other payables
Interest-bearing liabilities
Total Current Liabilities
Notes
30 Jun 2018
($)
30 June 2017
($)
7
8
9
10
11
1,860,697
42,473
1,903,170
415,000
415,000
20,554
-
20,554
415,000
415,000
2,318,170
435,554
717,100
-
717,100
376,561
805,937
1,182,498
TOTAL LIABILITIES
717,100
1,182,498
NET ASSETS/(LIABILITIES)
1,601,070
(746,944)
Equity
Contributed equity
Reserves
Accumulated losses
TOTAL EQUITY
The accompanying notes form part of these financial statements.
12
12
26,507,259
375,200
23,250,156
52,500
(25,281,389)
(24,049,600)
1,601,070
(746,944)
- Page 23 -
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018
Balance at 1.7.2016
Comprehensive Income
Operating (loss) for the period
Total comprehensive income for the period
Transactions with owners, in their capacity as owner, and
other transfers
Shares issued during the period
Cost of capital raising
Contributed
Equity
(Net of costs)
Reserves
($)
($)
22,025,668
-
-
1,374,540
(150,052)
-
-
-
-
-
Options issued as share-based payments for capital raising costs
Total transactions with owners and other transfers
1,224,488
Balance at 30.6.2017
23,250,156
52,500
52,500
52,500
Accumulated
Losses
($)
Total
($)
(22,459,939)
(434,271)
(1,589,661)
(1,589,661)
(1,589,661)
(1,589,661)
-
-
-
-
1,374,540
(150,052)
52,500
1,276,988
(24,049,600)
(746,944)
23,250,156
52,500
(24,049,600)
(746,944)
Balance at 1.7.2017
Comprehensive Income
Operating (loss) for the period
Total comprehensive income for the period
Transactions with owners, in their capacity as owner, and
other transfers
-
-
Shares issued during the period
3,603,031
Cost of capital raising (includes share-based payments)
(398,428)
Unexercised options issued as capital raising costs expired
December 2017
52,500
(52,500)
Share-based Payments Reserve
-
375,200
-
-
-
-
(1,231,789)
(1,231,789)
(1,231,789)
(1,231,789)
-
-
-
-
3,603,031
(398,428)
-
375,200
Balance at 30.6.2018
26,507,259
375,200
(25,281,389)
1,601,070
The accompanying notes form part of these financial statements.
- Page 24 -
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2018
CASH FLOWS FROM OPERATING ACTIVITIES
13
Interest received
R & D tax offset
Payments to suppliers and employees
Exploration and evaluation expenditure incurred
Year
Ended
30 Jun 2018
($)
Year
Ended
30 Jun 2017
($)
39
-
(543,687)
(63,483)
737
42,563
(474,680)
(96,430)
Net cash (used in) operating activities
(607,1318)
(527,810)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for new tenement prospects
Net cash from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Share issue costs
Loan advances
Loan repayments
Net cash from financing activities
(55,852)
(55,852)
2,936,760
(398,428)
271,905
(307,111)
2,503,126
-
-
459,989
-
-
(59,850)
400,139
Net increase (decrease) in cash held
1,840,143
(127,671)
Cash and cash equivalents at the beginning of the financial period
20,554
148,225
Cash and cash equivalents at the end of the financial period
1,860,697
20,554
The accompanying notes form part of these financial statements.
- Page 25 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
The financial report is a general-purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian
Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 for
Surefire Resources NL and its controlled entities.
The financial statements were authorised for issue on 28 September 2018.
The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial report.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and
reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial
statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this
financial report are presented below and have been consistently applied unless otherwise stated.
Reporting Basis and Conventions
The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current
assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.
Going Concern
The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities and the
realisation of assets and settlement of liabilities in the normal course of business.
The ability of the Group to continue as a going concern is dependent on securing additional capital raising activities to continue its operational and
exploration activities.
Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the
ordinary course of business, and at amounts that differ from those stated in the financial statements and that the financial report does not include
any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the Group
not continue as a going concern.
Cash and cash equivalents on hand as at the date of this report was approximately $1,293,760.
Principles of Consolidation
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct
the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated
from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of the impairment of the transferred asset. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss and other
comprehensive income, statement of changes in equity and statement of financial position respectively.
(ii) Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A
change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their
relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or
received is recognised in a separate reserve within equity attributable to owners of Surefire Resources NL.
When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value with the change in carrying amount
recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an
associate, jointly controlled entity or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of
that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously
recognised in other comprehensive income are reclassified to profit or loss.
If the ownership interest in a jointly controlled entity or associate is reduced but joint control or significant influence is retained, only a proportionate
share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.
Accounting Policies
(a)
Interest Income
Interest revenue is recognised on a proportional basis taking into account interest rates applicable to the financial asset. All revenue is stated
net of the amount of goods and services tax (GST).
- Page 26 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
(b) Employee Benefits
Provision is made for the Group’s liability for employee benefits arising from services rendered by non-casual employees to balance date.
Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability
is settled. There is no liability for annual or long service leave entitlements.
(c)
Exploration and Evaluation Expenditure
All exploration and evaluation expenditure is expensed to Statement of Financial Performance as incurred. The effect of this is to increase
the loss incurred from continuing operations as disclosed in the Statement of Financial Performance and to decrease the carrying values of
total assets in the Statement of Financial Position. That the carrying value of mineral assets, as a result of the operation of this policy, may
be zero does not necessarily reflect the Board’s view as to the market value of that asset.
(d) Acquisition of Assets
The cost method is used for all acquisitions of assets regardless of whether shares or other assets are acquired. Cost is determined as the
fair value of assets given up at the date of acquisition plus costs incidental to the acquisition.
Costs relating to the acquisition of new areas of interest are classified as either exploration and evaluation expenditure or mine properties
based on the stage of development reached at the date of acquisition.
(e) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST except where the GST incurred on a purchase of goods and
services is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the
asset or as part of the expense item as applicable. Receivables and payables in the Statement of Financial Position are shown inclusive of
GST.
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 presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing
activities, which are disclosed as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
(f)
Income Tax
The income tax expense for the year comprises current income tax expense and deferred tax expense.
Current income tax expense charged to the Statement of Financial Performance is the tax payable on taxable income calculated using
applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities and assets are therefore measured
at the amounts expected to be paid to or recovered from the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused
tax losses, if any in fact are brought to account.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and
their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax
deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business
combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised, or the
liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in
which management expects to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future
taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or
simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a
legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on
either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement
of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to
be recovered or settled. No deferred tax is recognised for the carried forward tax losses as the Group considers there will be no taxable profit
available to offset the brought forward tax losses in the foreseeable future.
(g) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, and other short-term highly liquid investments with original
maturities of three months or less.
- Page 27 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
(h)
(i)
Impairment of Assets
At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any
indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the
asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over
its recoverable amount is expensed to the Statement of Financial Performance. This policy has no application where paragraph (c)
(Exploration and Evaluation Expenditure) applies.
Earnings per Share
(i)
Basic Earnings per Share – Basic earnings per share is determined by dividing the loss from continuing operations after related
income tax expense by the weighted average number of ordinary shares outstanding during the financial period.
(ii)
Diluted Earnings per Share – Options that are considered to be dilutive are taken into consideration when calculating the diluted
earnings per share.
(j)
Property, plant and equipment
Each class of plant, equipment and motor vehicles is carried at cost or fair value as indicated less, where applicable, any accumulated
depreciation and impairment losses.
Plant, equipment and motor vehicles are measured on the cost basis.
The carrying amounts of plant, equipment and motor vehicles are reviewed annually by directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received
from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in
determining recoverable amounts.
Depreciation
The depreciable amount of all plant, equipment and motor vehicles are depreciated on a straight-line basis over the asset’s useful life to the
Group commencing from the time the asset is held ready for use.
The depreciation rates used for the class of plant, equipment and motor vehicle depreciable assets range between 20% and 100%.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each Statement of Financial Position date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the
Statement of Financial Performance. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are
transferred to retained earnings.
(k)
Financial Instruments
Recognition and Initial Measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For
financial assets, this is equivalent to the date that the Group commits itself to either the purchase or sale of the asset.
Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified at fair value through
profit and loss, in which case transaction costs are expensed to profit and loss immediately.
Classification and Subsequent Measurement
Finance instruments are subsequently measured at either of fair value, amortised cost using the effective interest rate method, or cost. Fair
value represents the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties. Where
available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.
Amortised cost is calculated as:
the amount at which the financial asset or financial liability is measured at initial recognition;
less principal repayments;
plus or minus the cumulative amortisation of the difference, if any, between the amount initially
calculated using the effective interest method; and
recognised and the maturity amount
less any reduction for impairment.
The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that
exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the
expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the
financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a
consequential recognition of an income or expense in profit and loss.
The Group does not designate any interests in joint venture entities as being subject to the requirements of accounting standards specifically
applicable to financial instruments.
- Page 28 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and
are subsequently measured at amortised cost.
Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the
Group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost.
Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are not suitable to be classified into other categories of financial
assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where
there is neither a fixed maturity or determinable payments.
They are subsequently measured at fair value with changes in such fair value (i.e. gains and losses) recognised in other comprehensive
income (except for impairment losses and foreign exchange gains and losses). When the financial asset is derecognised, the cumulative
gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit and loss.
Available-for-sale financial assets are included in current assets where they are expected to be sold within 12 months after the end of the
reporting period. All other financial assets are classified as non-current assets.
Financial liabilities
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost.
Fair Value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value
for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models. The
expression “fair value” – and derivatives thereof – wherever used in this report bears the meaning ascribed to that expression by the
Australian Accounting Standards Board.
Impairment
At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of
available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment
has arisen. Impairment losses are recognised in the profit or loss.
Financial Guarantees
Where material, financial guarantees issued, which require the issuer to make specified payments to reimburse the holder for a loss it incurs
because a specified debtor fails to make payment when due, are recognised as a financial liability at fair value on initial recognition.
The guarantee is subsequently measured at the higher of the best estimate of the obligation and the amount initially recognised less, when
appropriate, cumulative amortisation in accordance with AASB 118: Revenue. Where the entity gives guarantees in exchange for a fee,
revenue is recognised under AASB 118.
The fair value of financial guarantee contracts has been assessed using a probability weighted discounted cash flow approach. The
probability has been based on:
the likelihood of the guaranteed party defaulting in a year period;
the proportion of the exposure that is not expected to be recovered due to the guaranteed party defaulting; and
the maximum loss exposed if the guaranteed party were to default.
De-recognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party
whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities
are derecognised where the related obligations are either discharged, cancelled or expired. The difference between the carrying value of the
financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets
or liabilities assumed, is recognised in profit or loss.
(l)
Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an
outflow of economic benefits will result, and that outflow can be reliably measured.
(m) Leases
Lease payments for operating leases (where substantially all the risks and benefits remain with the lessor) are charged as an expense in the
periods in which they are incurred.
Lease incentives under operating leases, if any, are recognised as a liability and amortised on a straight-line basis over the life of the lease
term.
- Page 29 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
(n) Contributed Equity
Ordinary share capital is recognised at the fair value of the consideration received by the Group. Any transaction costs arising on the issue of
ordinary shares are recognised directly in equity as a reduction of the share proceeds received.
(o) Share-based Payments and Value Attribution to Equity Remuneration/Benefits
Share-based compensation benefits provided to directors from time to time are approved in general meeting by members. Share-based
benefits provided to non-directors are approved by the Board of Directors and form part of that employee’s remuneration package.
The Australian Accounting Standards specifies that a valuation technique must be applied in determining the fair value of employees’ or
directors’ stock options as at their grant date. No particular model is specified.
In respect of share options granted to company officers, the (theoretical) fair value is recognised upon vesting as an employee benefit
expense with a corresponding increase in equity. The theoretical fair value of the option is calculated at the date of grant taking into account
the terms and conditions upon which the options were granted, the effects of non-transferability, exercise restrictions and behavioural
considerations using the Black-Scholes Option Pricing Model, an industry accepted method of valuing equity instruments. Upon the exercise
of options, the balance of the share-based payments reserve relating to those options is transferred to share capital.
In respect of share options granted to non-company officers, the (theoretical) fair value is recognised upon vesting as an expense with a
corresponding increase in equity. The theoretical fair value of the option is calculated at the date of grant taking into account the terms and
conditions upon which the options were granted, the effects of non-transferability, exercise restrictions and behavioural considerations using
the Black-Scholes Option Pricing Model, an industry accepted method of valuing equity instruments. Upon the exercise of options, the
balance of the share-based payments reserve relating to those options is transferred to share capital.
(p) Comparative Figures
When required by the Australian Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for
the current financial period.
(q) Segment Reporting
Operating segments are reported in a manner that is consistent with the internal reporting to the chief operating decision makers which have
been identified by the company as the Board of Directors.
(r)
Critical Accounting Estimates, Assumptions, and Judgements
The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available
current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data
obtained both externally and from within the Group.
Taxation
Balances disclosed in the financial statements and the notes thereto related to taxation are based on best estimates by directors. These
estimates take into account both the financial performance and position of the Group as they pertain to current income tax legislation and the
directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The current tax position represents
the directors’ best estimate pending an assessment being received from the Australian Taxation Office.
Environmental Issues
Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental legislation and
the directors understanding thereof. At the current stage of the Group’s development and its current environmental impact, the directors
believe such treatment is reasonable and appropriate.
Share-based payments
Share-based payment transactions made from time to time, in the form of options to acquire ordinary shares, are ascribed a fair value using
the Black-Scholes Option Pricing Model. This model uses assumptions and estimates as inputs.
(s) New Accounting Standards for Application in Future Periods
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2018 reporting period and
have not been early adopted by the Group. The Group’s assessment of the impact of these new standards and interpretations is set out
below. New standards and interpretations not mentioned are considered unlikely to impact on the financial reporting of the Group.
AASB 9 Financial Instruments (applicable for annual reporting periods commencing on or after 1 January 2018).
AASB 9 addresses the classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for
hedge accounting and a new impairment model for financial assets. AASB 9 is effective for annual periods beginning on or after 1 January
2018, with early application permitted. Except for hedge accounting, retrospective application is required but providing comparative
information is not compulsory. For hedge accounting, the requirements are generally applied prospectively, with some limited exceptions.
The Group plans to adopt the new standard on the required effective date and will not restate comparative information. Based on the Group’s
current operations and financial assets and liabilities currently held, the Group does not anticipate any material impact on the financial
statements upon adoption of this standard. The Group does not presently engage in hedge accounting.
- Page 30 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
AASB 15 Revenue from Contracts with Customers (applicable for annual reporting periods commencing on or after 1 January
2018).
AASB 15 will replace AASB 118 which covers revenue arising from the sale of goods and the rendering of services and AASB 111 which
covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service
transfers to a customer and establishes a five-step model to account for revenue arising from contracts with customers. The standard permits
either a full retrospective or a modified retrospective approach for the adoption.
The Group plans to adopt the new standard on the required effective date using the full retrospective method. There will be no material
impact on the Group’s financial position or performance from the adoption of this new standard.
AASB 16 Leases (applicable for annual reporting periods commencing on or after 1 January 2019).
AASB 16 was issued in February 2016. It will result in almost all leases being recognised on the statement of financial position, as the
distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a
financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases.
The accounting for lessors will not significantly change. The Group plans to adopt the new standard on the required effective date. The
Group continues to assess the potential impact of AASB 16 on its consolidated financial statements.
NOTE 2
OPERATING SEGMENTS
Segment Information
Identification of reportable segments
The Group has identified that it operates in only one segment based on the internal reports that are reviewed and used by the board of directors
(chief operating decision makers) in assessing performance and determining the allocation of resources. The Group's principal activity is mineral
exploration.
Revenue and assets by geographical region
The Group's revenue is received from sources and assets located wholly within Australia.
Major customers
Due to the nature of its current operations, the Group has not generated or provided any products and services during the year.
NOTE 3
ADMINISTRATIVE EXPENDITURE
Other Expenses
Audit fees
Occupancy costs
Filing and ASX fees
Legal fees
Other expenses from continuing operations
2018
($)
53,579
3,892
49,635
161,940
89,331
358,377
2017
($)
24,836
1,100
71,952
27,900
81,465
207,253
- Page 31 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 4
INCOME TAX EXPENSE
The components of tax expense comprise:
Current tax
Deferred tax asset/liability
The prima facie tax on loss from ordinary activities before income tax is reconciled to
income tax as follows:
Loss from continuing operations before income tax
Prima facie tax benefit attributable to loss from continuing operations before income tax
at 27.5% (2017: 28.5%)
Tax effect of Non-allowable items
Share-based payments and net end of year accruals
Section 40-880 deduction
Brought forward accruals
Deferred tax benefit on tax losses not brought to account
Income tax attributable to operating loss
Unrecognised temporary differences
Net deferred tax assets (calculated at 27.5% - 2017: 28.5%) have not been recognised in
respect of the following items:
Provisions
Unrecognised deferred tax assets relating to the above temporary differences
Unrecognised deferred tax assets
The Group has accumulated tax losses of $15,873,927 (2017: $14,999,261).
2018
($)
-
-
-
1,231,789
338,742
104,931
-
(6,771)
(436,902)
-
-
-
2017
($)
-
-
-
1,589,661
453,053
-
1,735
-
(454,788)
-
7,017
7,017
The potential deferred tax benefit of these losses at the current corporate tax rate ($4,365,330) will only be recognised if:
(i)
the Group derives future assessable income of a nature and of an amount sufficient to enable the benefit from the losses and deductions to
be released;
(ii)
(iii)
the Group continues to comply with the conditions for deductibility imposed by the law; and
no changes in tax legislation adversely affect the Group in realising the benefit from the deductions for the losses.
NOTE 5
AUDITORS REMUNERATION
Amounts received or due and receivable by the auditors of the Group for:
Auditing and reviewing the financial report
Other
2018
($)
53,579
-
53,579
2017
($)
24,836
-
24,836
- Page 32 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 6
EARNINGS PER SHARE
The following reflects the earnings and share data used in the calculation of basic
and diluted earnings per share
Loss for the year
Earnings used in calculating basic and diluted earnings per share
Weighted average number of ordinary shares used in calculating basic and diluted
earnings per share
2017 comparative shares have been adjusted to reflect the 1:20 consolidation effected during the year ended
30 June 2018
2018
($)
2017
($)
(1,231,789)
(1,231,789)
(1,589,661
(940,457)
153,005,435
98,068,985
The Group had 420,252,600 options (2017 – 430,000,000) over fully paid ordinary shares on issue at balance date. Options are considered to be
potential ordinary shares. However, they are not considered to be dilutive in this period and accordingly have not been included in the determination
of diluted earnings per share.
NOTE 7
CASH AND CASH EQUIVALENTS
Cash at bank
NOTE 8
TRADE AND OTHER RECEIVABLES
Net tax receivables
NOTE 9
DEFERRED EXPLORATION EXPENDITURE
Balance at beginning of year:
Kooline and Unaly Hill projects
Ashburton option
Costs written off
Balance at end of year
2018
($)
1,860,697
1,860,697
2018
($)
42,473
42,473
2018
($)
415,000
268,002
-
(268,002)
415,000
2017
($)
20,554
20,554
2017
($)
-
-
2017
($)
840,000
415,000
150,000
(990,000)
415,000
Realisation of the carrying value of the Group’s interest in deferred exploration expenditure is dependent upon:
The continuance of the Group’s right of tenure of the areas of interest;
The results of future exploration; and
The recoupment of costs through successful development and exploitation of the areas of interest, or alternatively, by their
sale
NOTE 10
TRADE AND OTHER PAYABLES
Trade payables *
Sundry payables and accrued expenses
* Trade payables are non-interest bearing
2018
($)
529,768
187,332
717,100
2017
($)
351,940
24,621
376,561
- Page 33 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 11:
INTEREST BEARING LIABILITIES
Loan – Fiji Holdings Pty Ltd (i)
Loan – Plato Mining Pty Ltd (ii)
Loan – Pyro Holdings Pty Ltd (ii)
30 June 2018
($)
30 June 2017
($)
-
-
-
-
81,671
724,000
266
805,937
Totals
(i)
(ii)
Loan payable to Fiji Holdings (company related to Mr Vladimir Nikolaenko) was unsecured. Interest was payable on this loan at 10% per
annum. The loan has been repaid in full, partly by way of debt to equity conversion and partly by cash repayment.
Loans payable to Pyro Holdings and Plato Mining (companies related to Mr Vladimir Nikolaenko) were unsecured and non-interest
bearing. The loan has been repaid in full, partly by way of debt to equity conversion and partly by cash repayment.
- Page 34 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 12
ISSUED CAPITAL
2018
2017
No.
$
No.
$
Contributed Equity – Ordinary Shares
At the beginning of the year
Shares issued at $0.0015 each
Shares issued at $0.002 each
Shares issued at $0.003 each
Shares issued at $0.0035 each
Shares consolidated on 1:20 basis
Shares consolidated on 1:20 basis
Shares issued pursuant to Entitlement Offer at $0.012 each
Share issuance costs
Closing balance:
Contributed Equity – Contributing Shares – Partly-paid
At the beginning of the year
Shares issued pursuant to Entitlement Offer
Closing balance:
Reserves
Share-based Payments reserve (i)
Closing balance
2,402,020,803
-
-
-
-
(2,402,020,803)
120,101,040
300,252,600
-
420,353,640
-
300,252,600
300,252,600
23,250,156
-
-
-
-
-
-
3,603,031
(345,928)
26,507,259
-
-
-
375,200
375,200
(i) The reserve is used to recognise the fair value of options issued.
Options
The Group had the following options over un-issued fully paid
ordinary shares at the end of the year:
Options exercisable at $0.003 on or before 30.12.2017 to
acquire fully paid ordinary shares (Lapsed 30.12.2017)
Options exercisable at $0.018 on or before 30.11.2019 to
acquire fully paid ordinary shares
Total Options
Terms and condition of contributed equity
-
420,252,600
420,252,600
22,025,668
411,000
868,200
92,000
3,340
-
-
-
(150,052)
23,250,156
-
-
-
52,500
52,500
1,655,353,481
274,279,990
440,766,666
30,666,666
954,000
-
-
-
-
2,402,020,803
-
-
-
430,000,000
430,000,000
Ordinary Fully Paid Shares
Ordinary shares have the right to receive dividends as declared and, in the event of winding up of the Group, to participate in the proceeds from the
sale of all surplus assets in proportion to the number of shares held, regardless of the amount paid up thereon.
On a show of hands, every holder of fully paid ordinary shares present at a meeting in person or by proxy, is entitled to one vote and upon a poll,
each member present in person or by proxy or by attorney or duly authorised representative shall have one vote for each fully paid ordinary share.
Contributing Shares
Contributing shares were issued at a price of $0.00 with no amount paid up upon issue.
A total amount of $0.027 per share is payable as follows:
A first call will be made on the date which is 12 months following the date on which the Contributing Shares were issued, when the
amount of $0.009 per share will become payable; and
A second call will be made on the date which is 24 months following the date on which the Contributing Shares were issued, when the
amount of $0.009 per share will become payable; and
A third and final call will be made on the date which is 36 months following the date on which the Contributing Shares were issued, when
the amount of $0.009 per share will become payable.
- Page 35 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 13 CASH FLOW INFORMATION
Reconciliation of operating loss after income tax with funds used in operating activities:
Operating (loss) after income tax
Interest expense charged to loan
Non-cash director fees
Exploration expenditure included in operating loss
Exploration expenditure written off
Discontinued operations
Share-based payments
Share-based payments – Group officers
Changes in operating assets and liabilities:
(Increase) / Decrease in trade and other receivables relating to operating activities
Increase / (Decrease) in trade and other payables in relation to operating activities
Cash flow from operations
2018
($)
(1,231,789)
7,630
67,110
119,335
-
-
-
196,000
(42,473)
340,539
543,648
2017
($)
(1,589,661)
7,424
-
96,430
990,000
35,722
102,000
-
11,776
(85,071)
(431,380)
TENEMENT EXPENDITURES CONDITIONS AND OTHER COMMITTMENTS
NOTE 14
The Group has certain obligations to perform minimum exploration work on the tenements in which it has an interest. These obligations may in
some circumstances, be varied or deferred. Tenement rentals and minimum expenditure obligations which may be varied or deferred on application
are expected to be met in the normal course of business.
The minimum statutory expenditure commitments required to be spent on the granted tenements for the next twelve months amounts to $83,000.
NOTE 15
TENEMENT ACCESS
Native Title and Freehold
All or some of the tenements in which the Group has an interest are or may be affected by native title.
The Group is not in a position to assess the likely effect of any native title impacting the Group.
The existence of native title and heritage issues represent, as a general proposition, a serious threat to explorers and miners, not only in terms of
delaying the grant of tenements and the progression of exploration development and mining operations, but also in terms of costs arising
consequent upon dealing with aboriginal interest groups, claims for native title and the like.
As a general proposition, a tenement holder must obtain the consent of the owner of freehold before conducting operations on the freehold land.
Unless it already has secured such rights, there can be no assurance that the Group will secure rights to access those portions (if any) of the
Tenements encroaching freehold land but, importantly, native title is extinguished by the grant of freehold so if and whenever the Tenements
encroach freehold the Group is in the position of not having to abide by the Native Title Act in respect of the area of encroachment albeit aboriginal
heritage matters still be of concern.
NOTE 16 EVENTS SUBSEQUENT TO REPORTING DATE
Subsequent to the end of the financial reporting period, the Group:
1.
has consolidated its tenement holding at Unaly Hill by the acquisition of the Victory Bore Vanadium field from High Grade Metals Limited
as announced to ASX on 23 August 2018; and
2.
issued 300,000 fully paid ordinary shares pursuant to a shareholder’s request to exercise 300,000 options at $0.018 each.
Other than noted above or reported to ASX there have been no matters or circumstances that have arisen since 30 June 2018 which have
significantly affected or may significantly affect:
(a)
(b)
(c)
the Group’s operations in future years; or
the results of those operations in future years; or
the Group’s state of affairs in future years.
- Page 36 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 17 EQUITY-SETTLED SHARE-BASED PAYMENTS
On 10 April 2018, 56,000,000 share options were granted to directors to take up ordinary shares. The options are exercisable on or before
30 November 2019 at $0.018 each and were subsequently listed on ASX. The options have no voting or dividend rights, are transferable and
vested immediately upon issue. Each option was ascribed a fair value of $0.0035, calculated using the Black-Scholes Option Pricing Model
applying the following inputs:
Exercise price:
Life of option:
Expected share price volatility:
Risk-free interest rate:
Share price on grant date:
$0.018
599 days
58%
1.50%
$0.015
The resulting “fair value” of $196,000 has been shown as an expense in the Statement of Financial Performance.
On 21 May 2018, 64,000,000 share options were granted to nominees of the Group’s share brokers in accordance with a contractual agreement.
The options are exercisable on or before 30 November 2019 at $0.018 each and were subsequently listed on ASX. The options have no voting or
dividend rights, are transferable and vested immediately upon issue. Each option was ascribed a fair value of $0.0028, calculated using the Black-
Scholes Option Pricing Model applying the following inputs:
Exercise price:
Life of option:
Expected share price volatility:
Risk-free interest rate:
Share price on grant date:
$0.018
558 days
58%
1.50%
$0.015
The resulting “fair value” of $179,200 has been shown as an expense as a Capital Raising Cost in the Balance Sheet (see Statement of Changes in
Equity).
NOTE 18 CONTROLLED ENTITIES
Subsidiaries of Surefire Resources NL
Country of Incorporation
2018
2017
Percentage Owned (%)
Percentage Owned (%)
Unaly Hill Pty Ltd
Sandstone Holdings Pty Ltd
Associate of Surefire Resources NL
Australia
Australia
100%
Deregistered
Oil & Gas SE Pty Ltd
Australia
49%
All of these companies are dormant and have not operated during the year.
100%
100%
49%
NOTE 19 RELATED PARTY AND RELATED ENTITY TRANSACTIONS
During the year the following related party transactions were entered into by the company:
Name of the related entity
Total amount invoiced
Description of services
Argonaut Consulting Group Pty Ltd
$37,450 (2017: $Nil)
Corporate consultancy
Turco & Co Pty Ltd
$94,141 (2017: $3,500)
Group secretarial and accounting
Corporate Admin Services Pty Ltd
$161,000 (2017: $Nil)
Corporate consultancy and administration
Minman Pty Ltd
$16,150 (2017: $Nil)
Geologist consultancy
Particulars of contractual arrangements and financial benefits provided to the key management personnel are detailed in the directors’ report.
The total amount owing to both current and past directors and/or director-related parties (including GST) at 30 June 2018 was $467,757
(2017: $315,960).
Of this amount, $265,093 is being disputed and subject to legal processes.
- Page 37 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
NOTE 20 CONTINGENT LIABILITIES AND ASSETS
The directors have disputed various invoices included in the Group’s financial records which were raised by outgoing directors in relation to
services rendered. The total amount of those charges equates to $265,093 and have been included in expenses incurred to date.
Native Title
Tenements are commonly (but not invariably) affected by native title.
The Group is not in a position to assess the likely effect of any native title impacting the Group.
The existence of native title and heritage issues represent, as a general proposition, a serious threat to explorers and miners, not only in terms of
delaying the grant of tenements and the progression of exploration development and mining operations, but also in terms of costs arising
consequent upon dealing with aboriginal interest groups, claims for native title and the like.
NOTE 21
FINANCIAL INSTRUMENTS DISCLOSURE
(a)
Financial Risk Management Policies
The Group’s financial instruments consist of deposits with banks, receivables, available-for-sale financial assets and payables.
Risk management policies are approved and reviewed by the Board. The use of hedging derivative instruments is not contemplated at this
stage of the Group’s development.
Specific Financial Risk Exposure and Management
The main risks the Group is exposed to through its financial instruments, are interest rate and liquidity risks.
Interest Rate Risk
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at reporting date whereby a future change in
interest rates will affect future cash flows or the fair value of fixed rate financial instruments.
Liquidity Risk
The Group manages liquidity risk by monitoring forecast cash flows, cash reserves, liquid investments, receivables and payables.
Capital Risk
The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern so that they may continue to
provide returns for shareholders and benefits for other stakeholders.
Due to the nature of the Group’s activities being mineral exploration, the Group does not have ready access to credit facilities, with the
primary source of funding being equity raisings. Therefore, the focus of the Group’s capital risk management is the current working capital
position against the requirements of the Group to meet exploration programmes and corporate overheads. The Group’s strategy is to ensure
appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raising as required.
The working capital position of the Group at 30 June 2018 and 30 June 2017 was as follows:
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Working capital position
2018
($)
1,860,697
42,473
(717,100)
1,186,070
2017
($)
20,554
-
(376,561)
(356,007)
- Page 38 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is
the carrying amount, net of any provisions for impairment of those assets, as disclosed in the Statement of Financial Position and notes to
the financial statements.
There are no material amounts of collateral held as security at balance date.
The following table provides information regarding the credit risk relating to cash and cash equivalents based on credit ratings:
AAA rated
AA rated
A rated
2018
($)
1,860,697
-
-
The credit risk for counterparties included in trade and other receivables at balance date is detailed below.
Trade and other receivables
Trade receivables
(b)
Financial Instruments
The Group holds no derivative instruments, forward exchange contracts or interest rate swaps.
Financial Instrument composition and maturity analysis
The table below reflects the undiscounted contractual settlement terms for financial instruments.
2018
($)
42,473
42,473
2017
($)
20,554
-
-
2017
($)
-
-
2018
Financial Assets:
Cash and cash equivalents
Trade and other receivables
Total Financial Assets
Financial Liabilities:
Trade and other payables
Net Financial Assets
Weighted Average
Effective Interest Rate
%
Floating Interest Rate
($)
Non-Interest Bearing
($)
Total
($)
0%
-
-
-
-
-
1,860,697
42,473
1,903,170
(717,100)
1,186,070
1,860,697
42,473
1,903,170
(717,100)
1,186,070
2018
($)
(717,100)
(717,100)
Trade and other payables are expected to be paid as follows:
Less than 6 months
- Page 39 -
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
20,554
20,554
(376,561)
(356,007)
2017
($)
(376,561)
(376,561)
2017
Financial Assets:
Cash and cash equivalents
Total Financial Assets
Financial Liabilities:
Trade and other payables
Net Financial Assets
Weighted Average
Effective Interest Rate
%
Floating Interest Rate
($)
Non-Interest Bearing
($)
Total
($)
0%
-
-
-
-
20,554
20,554
(376,561)
(356,007)
Trade and other payables are expected to be paid as follows:
Less than 6 months
(c)
Sensitivity Analysis – Interest rate risk
The Group has performed a sensitivity analysis relating to its exposure to interest rate risk at balance date. The sensitivity analysis
demonstrates the effect on the current year results and equity which could result from a change in this risk.
As at balance date, the effect on loss and equity as a result of changes in the interest rate, with all other variables remaining constant would
be as follows:
Change in loss – increase/(decrease):
-
-
Increase in interest rate by 2%
Decrease in interest rate by 2%
Change in equity – increase/(decrease):
-
-
Increase in interest rate by 2%
Decrease in interest rate by 2%
2018
($)
-
-
-
-
2017
($)
-
-
-
-
- Page 40 -
DIRECTORS' DECLARATION
The directors of the Group declare that:
1.
the accompanying financial statements and notes are in accordance with the Corporations Act 2001 and:
(a)
(b)
(c)
comply with Australian Accounting Standards and the Corporations Act 2001;
give a true and fair view of the financial position as at 30 June 2018 and performance for the year ended on that date of the
Group; and
the audited remuneration disclosures set out in the Remuneration Report section of the Directors’ Report for the year ended
30 June 2018 complies with section 300A of the Corporations Act 2001;
2.
the Chief Executive Officer has declared pursuant to section 295A(2) of the Corporations Act 2001 that:
(a)
(b)
(c)
the financial records of the company for the financial year have been properly maintained in accordance with section 286 of
the Corporations Act 2001;
the financial statements and the notes for the financial year comply with Australian Accounting Standards; and
the financial statements and notes for the financial year give a true and fair view;
3.
4.
in the directors’ opinion, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become
due and payable;
the directors have included in the notes to the financial statements an explicit and unreserved statement of compliance with
International Financial Reporting Standards.
This declaration is made in accordance with a resolution of the Board of Directors.
Electronic Signature noted as having been affixed with approval
Mr Vladimir Nikolaenko
Managing Director
Dated 28 September 2018
- Page 41 -
Independent Audit Report to the members of Surefire Resources NL
Report on the Audit of the Financial Report
Qualified Opinion
We have audited the financial report of Surefire Resources NL and its subsidiaries (the Group), which comprises
the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit or loss
and other comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and the directors' declaration.
In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion section of our
report, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
(i)
performance for the year then ended; and
giving a true and fair view of the Group's financial position as at 30 June 2018 and of its financial
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Qualified Opinion
The Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2018 includes
Director fees and employee benefits expense: $386,544.
We have been unable to obtain sufficient appropriate audit evidence of the validity, accuracy and completeness of
the recorded remuneration of former key management persons Mr John Wareing, Mr Victor Turco and Mr Brett
Clark and their related entities for the year ended 30 June 2018. This is because certain information was unable
to be procured from former key management persons of the Group and as explained in Note 20, the Directors
have disputed various invoices included in the Company’s financial records which were raised by outgoing
Directors in relation to services rendered.
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our
report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (the code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
qualified opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
- Page 42 -
Deferred exploration expenditure: $415,000
Refer to Note 9, accounting policy Notes 1(d) and 1(r)
Key Audit Matter
The Group has a significant amount of
capitalised exploration costs. As the carrying
value of exploration assets
represents a
significant asset of the Group, we considered it
facts and
to assess whether
necessary
circumstances exist to suggest the carrying
amount of
its
recoverable amount.
this asset may exceed
How our audit addressed the matter
Our audit work included, but was not restricted to, the
following:
We obtained evidence that the Group has valid rights to
the capitalised
explore
exploration by obtaining independent searches of a sample
of the Company’s tenement holdings.
the areas represented by
in
We enquired with those charged with governance to
further
assess whether substantive expenditure on
exploration for and evaluation of the mineral resources in
the Group’s areas of interest are planned.
We enquired with management,
reviewed ASX
announcements made and reviewed minutes of directors’
meetings to ensure that the Group has not decided to
discontinue activities in any of its areas of interest.
Directors fees, employee benefits expenses, and administration expenses: $744,921
Refer to Consolidated Statement of Profit or Loss and Other Comprehensive Income and Note 3
Key Audit Matter
Director fees, employee benefit expenses, and
administration expenses, collectively are a
substantial figure in the financial statements of
the Group, representing a significant portion of
shareholder equity spent during the financial
year.
the high
Given
turnover of directors and
company secretaries of the Group over the past
12 months, we considered that the validity and
accuracy of the recorded expenditures to be a
key audit matter.
How our audit addressed the matter
Our audit work included, but was not restricted to, the
following:
We examined the Group’s approval processes in relation
to making payments to its suppliers and employees.
We selected a systematic sample of expenses using the
dollar unit sampling method, and vouched each item
selected to invoices and other supporting documentation.
We requested copies of service agreements with key
management personnel of the Group during the financial
year.
From those charged with governance of the Group we
requested confirmations from all directors and other key
management personnel of the Group during the financial
year of their remuneration and any other transactions
between them, their related parties and the Group.
We reviewed Board minutes of meetings held during the
financial year.
Other Information
The directors are responsible for the other information. The other information obtained at the date of this auditor's
report is included in the annual report, but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
- Page 43 -
If, based on the work we have performed on the other information obtained prior to the date of this auditor's
report, we conclude that there is a material misstatement of this other information, we are required to report that
fact. We have nothing to report in this regard.
Responsibilities of Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of the financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and
whether the financial report represents the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
- Page 44 -
From the matters communicated with the directors, we determine those matters that were of most significance in
the audit of the financial report of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 13 to 19 of the directors’ report for the year ended
30 June 2018. The directors of the Surefire Resources NL are responsible for the preparation and presentation of
the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit in accordance with Australian Auditing Standards.
Qualified Opinion
In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion section of our
report, the Remuneration Report of Surefire Resources NL for the year ended 30 June 2018 complies with section
300A of the Corporations Act 2001.
Basis for Qualified Opinion
The Remuneration Report includes $37,450 relating to Mr John Wareing and $94,141 relating to Mr Victor Turco
for the year ended 30 June 2018 and $97,881 relating to services provided by an entity related to Mr Brett Clark
during the year ended 30 June 2018.
We have been unable to obtain sufficient appropriate audit evidence of the validity, accuracy and completeness of
the recorded remuneration of former key management persons Mr John Wareing, Mr Victor Turco and Mr Brett
Clark and their related entities for the year ended 30 June 2018. This is because certain information was unable
to be procured from former key management persons of the Group.
Greenwich & Co Audit Pty Ltd
Rafay Nabeel
Audit Director
28 September 2018
Perth
- Page 45 -
TENEMENT DETAILS
Tenement
Nature of Interest
E08/2372
E08/2373
Granted
Granted
ELA08/2956
Application
E57/1068
E57/1036
Granted
Granted
Project
Kooline Mt Dawson Ashburton Region -
Lead/Silver
Kooline-Wyloo Group Ashburton Region -
Lead/Silver
Kooline Ashburton Region - Lead/Silver
Unaly Hill Sandstone Region - Vanadium
Victory Bore Sandstone Region – Vanadium
Equity (%)
100
100
100
100
100
ANNUAL ASX REPORTING REQUIREMENTS
In compliance with Chapter 5 of the ASX Listing Rules, the directors consider that the Group does not have any ore reserves
and mineral resources on which to conduct a review.
- Page 46 -
OTHER INFORMATION
The following information was applicable as at 26 September 2018.
Share and Option holdings:
Category (Size of
Holding)
Fully Paid Ordinary
Shares
Partly-paid Ordinary
Shares
Options
30.11.2019
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Total
438
287
103
486
393
1,707
4
11
3
43
146
207
6
10
3
43
153
215
The number of shareholdings held in less than marketable parcels is:
1,124 holders of fully paid ordinary shares; and
79 holders of options to acquire fully paid shares.
Substantial shareholders:
The names of the substantial shareholders listed in the Group's register as at 26 September 2018.
Shareholder Name
Vladimir Nikolaenko
Total
Number of Fully Paid
Shares
% of Issued Fully
Paid Share Capital
92,687,141
92,687,141
22.03
22.03
Twenty largest shareholders – Quoted fully paid ordinary shares:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
Shareholder Name
Plato Mining Pty Ltd
Celtic Capital Pty Ltd
Continue reading text version or see original annual report in PDF format above