Taruga Minerals Limited
Annual Report 2018

Plain-text annual report

ACN 153 868 789 ANNUAL REPORT 2018 CONTENTS Company Information Review of Operations Directors’ Report Corporate Governance Statement Auditor’s Independence Declaration Statement of Comprehensive Income Statement of Financial Position Statement of Changes in Equity Statement of Cash Flows Notes to Financial Statements Directors’ Declaration Independent Auditor’s Report Shareholder Details Interests in Exploration Leases AND CONTROLLED ENTITIES 3 4 19 30 31 32 33 34 35 36 57 58 62 64 Taruga Minerals Limited Page 2 COMPANY INFORMATION AND CONTROLLED ENTITIES Managing Director (appointed 28 February 2018) Non-Executive Director Non-Executive Director Non-Executive Director (appointed 6 September 2017) Non-Executive Director (resigned 6 September 2017) ACN Directors 153 868 789 Mark Gasson Bernard Aylward Gary Steinepreis Sheena Eckhof Daniel Smith Joint Company Secretaries Daniel Smith Sylvia Foong Registered Office Level 8, 99 St Georges Terrace Perth WA 6000 Telephone: Facsimile: +61 8 9486 4036 +61 8 9486 4799 Share Registry Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153 Auditor Bankers Telephone: Facsimile: 1300 992 916 +61 8 9315 2233 HLB Mann Judd Level 4, 130 Stirling Street Perth, WA 6000 Telephone: Facsimile: +61 8 9227 7500 +61 8 9227 7533 Westpac Banking Corporation 116 James Street Northbridge Perth, WA 6000 Securities Exchange Listing Taruga Minerals Limited Shares are listed on the Australian Securities Exchange. The home exchange is Perth, Western Australia. ASX Code: TAR Website www.tarugaminerals.com.au Taruga Minerals Limited Page 3 REVIEW OF OPERATIONS AND CONTROLLED ENTITIES REVIEW OF OPERATIONS Company Overview Taruga Minerals Limited (“Taruga” or “the Company”) is an exploration company that listed on the Australian Securities Exchange (ASX) on 7 February 2012. Taruga is focused on the exploration of key commodities required for Electric Vehicle (EV) Batteries, including Cobalt, Copper and Lithium exploration in the Democratic Republic of Congo (DRC) and Australia. Taruga recently completed technical due diligence drilling on two advanced Cobalt and Copper projects, Kamilombe and Mwilu, and is continuing to review and evaluate other opportunities prospective for Copper, Cobalt and Lithium within the DRC in conjunction with its DRC consultants. In addition to the African projects, Taruga has also pursued new opportunities in Australia and during the year announced the application of two licences regarded as prospective for Cobalt and Lithium in the mid- west region of Western Australia. The Company intends to explore these licences when they are granted. The Company successfully concluded two capital raisings during the financial year, with funds raised through existing shareholders and new investors, together totalling approximately $2.85m. Projects Overview Taruga Minerals Limited (Taruga or the Company) is a mineral exploration company which has projects located in the mineral rich DRC and Western Australia. Democratic Republic of Congo Copper-Cobalt Projects Prior to the 2018 financial year on May 2017, Taruga announced that it had appointed Mr Mark Gasson and Mr Klaus Eckhof as strategic consultants for the Company to identify and review opportunities in the DRC that have potential to host high-grade Copper, Cobalt and Lithium mineralisation with a focus on the EV Battery sector. The DRC is the major supplier of Cobalt to the world market and project generation has identified key areas for project acquisition. On 1 March 2018, the Company announced that it had entered into various option agreements to acquire highly prospective Cobalt and Copper mineralised concessions within the Central African Copper Belt, in the south-east of the DRC. Taruga has undertaken a comprehensive review on a number of projects, and has focused on potential acquisition of Cobalt-Copper projects and Lithium projects, ranging from advanced exploration with high-grade drill intersections through to early stage exploration offering additional opportunities. All concessions are shown in Figure 1 highlighting their position within the Central African Copper Belt. Taruga Minerals Limited Page 4 REVIEW OF OPERATIONS AND CONTROLLED ENTITIES Figure 1: Regional geology showing location of Taruga’s optioned tenements Taruga has entered into an agreement with a consortium including the Government of Lualaba Province and local construction and development company, Mint-Master, to earn a 60% interest in the high grade Mwilu (portion of Permis d’Exploitation – PE 4960) and Kamilombe (portions of PE 11599 and PE 2605) Cobalt-Copper projects. The Company has agreed to a 6 month due diligence period and concluded drilling programmes to better understand the true mineralised potential of both deposits, which are currently being mined from surface by artisanal miners. Taruga has already collected a series of channel samples through the artisanal workings and reports grades of up to 13% Co (range 0.2% Co to 13% Co) using a handheld XRF Niton. In addition, Taruga has also secured a first right of refusal to assess and develop additional Cobalt-Copper licences held by the Government of Lualaba Province and Mint-Master. The Company has also signed agreements with Madini for the acquisition of Madini’s 70% option on four highly prospective Cobalt-Copper licences as well as up to 100% interest of PR 12423, all of which cover a total of 116km2 of highly prospective ground with known Cobalt and Copper occurrences within inferred/mapped Roan sediments. The two main projects as part of acquisition, being Mwilu (portion of Permis d’Exploitation – PE 4960) and Kamilombe (portions of PE 11599 and PE 2605), are outlined below. Kamilombe Project Kamilombe covers a surface area of 2.37km2 and has similar geology to bordering KCC Katanga’s deposit where a 275Mt @ 3.66% Cu and 0.55% Co Measured and Indicated Resource has been defined (Figure 2).1 No outcrop was observed during the field visit at Kamilombe; however, artisanal mining is occurring in the footwall zone in an overturned sequence over more than 1km strike length. 1 Refer to Ni 43-101 Technical Report released by Katanga Mining Limited, dated 31 March 2017 Taruga Minerals Limited Page 5 REVIEW OF OPERATIONS AND CONTROLLED ENTITIES Eight samples were collected from the artisanal pits at depths ranging from 25m to 75m below surface as shown in Figure 2. Niton results shown in Figure 2 reported highly significant Cobalt grades of 0.8% Co to 5.6% Co. Little Copper mineralisation was reported, with a maximum grade of 0.38% Cu encountered. Figure 2: Interpreted geology from Gecamines and portable XRF grades for grab samples at Kamilombe On 2 May 2018, Taruga announced that due diligence drilling had commenced at Kamilombe and the Mwilu. All holes at Kamilombe are vertical and will be surveyed every 30m with orientations measured with a Reflex tool throughout the hole. Due to expected bad ground conditions holes will be started with PQ down to a maximum of 150m after which they will be drilled with HQ size. The drilling was undertaken to confirm grade, widths and stratigraphy. On 22 May 2018, Taruga announced that drilling at one hole had been completed at Kamilombe. KMDD001 was drilled down to 264m. An excellent correlation exists between stratigraphic sequences comprising the Mines R2 Series in both drill holes. KMDD002 located 400m east of KMDD001 has been drilled down to 74m. Two additional KCC/Gecamines diamond holes will be twinned during the due diligence programme. The drilling allowed the Company to create a 3D lithological model using historical drilling data which will assist in future planning and modelling. The Company announced the completion of drilling at Kamilombe post the financial year end, on 12 July 2018. Taruga completed 5 diamond holes at Kamilombe for a total of 999.3m, twinning historical drill holes (refer Figure 3). Taruga Minerals Limited Page 6 REVIEW OF OPERATIONS AND CONTROLLED ENTITIES Figure 3: Interpreted geology from Gecamines showing historic diamond holes and 5 twinned diamond holes completed by Taruga Post financial period Following the financial year-end, on 30 July 2018 Taruga announced high grade Cobalt and Copper results from assays of KMDD001 at Kamilombe. The Cobalt result of 31.21m at 0.52% Co from 33.1m including 3.04m at 1.45% Co from 36.4m and 5.18m at 1.05% Co from 57.7m confirms that Kamilombe is first and foremost a Cobalt project with Copper support. Significant intercepts are summarised in Table 1 and the locality of KMDD001 is shown in Figure 2. Table 1: Significant intercepts reported at Kamilombe Hole ID Easting Northing RL Azimuth Dip EOH (m) From (m) To (m) KMDD001 325565 8812076 1446.7 0 -90 266.00 incl. incl. incl. 33.1 36.4 57.7 72.3 138.3 144.08 204.87 64.31 39.44 62.88 88.46 162.8 152.2 214.5 Interval (m) 31.21 3.04 5.18 16.16 24.5 8.12 9.63 Co (%) 0.52 1 1.45 1 1.05 0.10 Cu (%) 1.05 1.22 1.01 1 – includes 39% recoveries for high grade Co intercept (1.64m at 2.02% Co) A cut-off grade of 0.1% Co and 0.5% Cu was used with a maximum dilution of 3m within each intercept Taruga Minerals Limited Page 7 REVIEW OF OPERATIONS AND CONTROLLED ENTITIES Drilling recoveries averaged 38% for the deeper Mines R2 Series and results cannot be considered to be reliable below a depth of 217m. Future holes will be drilled with the larger diameter PQ and HQ bit sizes to ensure better recoveries at depth. Diamond drilling carried out by Taruga intersected an additional mineralised zone of 24.5m at 1.22% Cu from 138.3m and 8.12m at 0.1% Co from 144.08m which was not reported in historical drilling data. Thicknesses of the mineralised intersections are close to true thickness as bedding in the highly weathered stratigraphic units appears to be flat. The remaining 4 holes at Kamilombe demonstrate reasonable stratigraphic correlation with the existing drill holes, however slight variations were noted due to faulting and were easily identified in the core. The most significant variation was noted in KMDD005 where historical drilling intercepted mineralization from 70m, however Taruga observed mineralisation in artisanal workings and drill core which starts immediately below the 3-5m thick overburden. On 31 August 2018, the Company announced that results for the final 4 diamond drill holes at Kamilombe and the initial 3 drill holes at Mwilu have been received. Drilling at Kamilombe included significant intercepts of 13.68m at 1.21% Co from 30.47m within a broader zone of 50.87m at 0.49% Co from 5.8m. This sits immediately below the quartz/dolomite mineralised overburden which reported 5.8m at 0.2% Co from surface. A second intercept of 8.85m at 0.41% Co and 1.32% Cu was reported from 88.85m all in KMDD005. KMDD004 at the southern end of the area of drilling (refer Figure 1) reported 10.72m at 0.4% Co from 40m while KMDD002 reported a best result of 16.28m at 0.2% Co from 164.6m. The intercept in KMDD002 lies east of a thrust fault shown in Figure 3 on the same section where KMDD001 reported significant intercepts of 3.04m at 1.45% Co from 36.4m and 5.18m at 1.05% Co from 57.7m within a broader zone of 31.21m at 0.52% Co from 33.1m. The section shows that mineralisation in MWDD001 is flat lying and open to the west. Narrow zones of Copper mineralisation were intersected in most holes with a broad zone of approximately 120m of anomalous Copper (0.3% Cu) reported in KMDD004. Results confirm that Kamilombe is a Cobalt project with Copper mineralisation reported at deeper intervals. Table 2: Significant intercepts reported at Kamilombe Hole ID Easting Northing RL Azi- muth Dip EOH (m) From (m) To (m) Interval (m) Co % Cu % KMDD002 325965 8812078 1439 0 -90 230.00 0.00 0.70 47.76 49.58 141.30 142.38 151.50 155.82 161.60 171.22 0.70 1.82 1.08 4.32 9.62 164.60 180.88 16.28 184.88 185.66 0.78 201.40 212.05 10.65 KMDD003 325567 8811676 1452 0 -90 82.70 0.00 1.35 Taruga Minerals Limited 211.05 215.75 incl. 212.84 213.90 4.70 1.06 1.35 0.25 0.20 0.10 0.12 0.19 0.14 0.11 1.20 2.06 5.44 0.26* Page 8 REVIEW OF OPERATIONS Hole ID Easting Northing RL Azi- muth Dip EOH (m) From (m) To (m) Interval (m) Co % Cu % AND CONTROLLED ENTITIES KMDD004 325359 8811473 1450 0 -90 293.00 incl. incl. 40 41 48.4 55.45 42 49.4 56.3 42.60 45.85 57.16 57.50 61.65 62.30 3.25 0.34 0.65 50.72 10.72 74.8 75.78 85.70 86.70 91.67 97.70 112.20 113.03 116.04 117.00 152.92 154.26 173.45 180.64 203.40 208.00 211.89 214.00 220.9 221.6 254.30 255.12 254.3 255.1 259.4 260.8 275.63 276.13 283.76 287.60 incl. 283.76 284.76 1.00 1.00 0.85 0.98 1.00 6.03 0.83 0.96 1.34 7.19 4.60 2.11 0.69 0.82 0.82 1.31 0.50 3.84 1.00 5.80 incl. 30.47 44.15 13.68 68.16 69.16 78.61 84.85 incl. 79.74 80.07 88.85 97.70 88.85 90.5 94.50 96.50 95 97 incl. incl. incl. 1.00 6.24 0.33 8.85 1.65 2.00 2.00 0.11 0.13 0.10 0.38 0.90 0.74 0.11 0.10 0.12 0.14 0.12 0.2* 0.49 1.21 0.68 0.76 1.58 0.73 0.62 0.52 0.54 0.85 0.57 0.84 1.96 5.32 0.50 0.58 0.20 2.31 0.41 1.32 0.94 0.62 3.11 KMDD005 325759 8812471 1455 0 -90 100.50 0 5.8 5.8 56.67 50.87 A cut-off grade of 0.5 % Cu and 0.1 % Co was used with a maximum dilution of 3m within each intercept * Overburden Taruga Minerals Limited Page 9 REVIEW OF OPERATIONS AND CONTROLLED ENTITIES Figure 4: Interpreted section across KMDD005 highlighting the near surface and shallow dipping mineralized RSC unit and lower RAT unit Figure 5: Interpreted section across KMDD001 and KMDD002 Taruga Minerals Limited Page 10 REVIEW OF OPERATIONS AND CONTROLLED ENTITIES Mwilu Project Mwilu covers 3.36km2 within the Kolwezi “Klippe” (Figure 6) which hosts a number of the largest known Cobalt and Copper mines, and borders the city of Kolwezi to the north. The area is currently being mined at shallow levels by artisanal miners who are providing Cobalt ore to the consortium, the sale of which is used to fund ongoing development projects in the Lualaba Province. The Company is in discussions with the vendors of Mwilu for possible early stage production at shallow levels on the two projects. Figure 6: Geological map of the Kolwezi “Klippe” showing the Mwilu and Kamilombe project areas and known mines and deposits In March 2018, Taruga conducted a reconnaissance sampling and mapping programme at Mwilu to confirm historical mapping carried out by La Générale des Carrières et des Mines (Gécamines). Samples were collected from a number of artisanal pits and a series of trenches in the NW corner of the project area. Significant results for grab and channel samples using a portable XRF are shown in Figure 7. At shallow levels, no significant Copper grades were reported, confirming a dominance of Cobalt mineralisation at Mwilu. No historic drilling was available at Mwilu. A drilling programme was designed to test the near surface geology and mineralisation after which a fence of diamond holes at differing angles was planned to cover 1.4km of underlying Mines R2 Series lithologies. Post financial period On 12 July 2018, Taruga announced the completion of 6 drill holes at Mwilu for a total of 857m. Four inclined shallow holes were drilled at Mwilu to test near surface Cobalt grades of Mines R2 series lithologies exposed Taruga Minerals Limited Page 11 REVIEW OF OPERATIONS AND CONTROLLED ENTITIES in two ridges at Mwilu. The holes were planned to evaluate the potential for early stage, small scale, near surface production. Both diamond holes which targeted the northern ridge intersected mineralised lower R2 Mines series stratigraphy before intersecting a major thrust fault. Two diamond holes drilled below the southern ridge showed that mineralised Mines R2 series were duplicated through thrusting and could potentially host a broad zone of mineralisation. All holes have showed varying amounts of black oxide which potentially includes heterogenite (Cobalt mineral). Copper in the form of malachite was observed at depth in many of the holes, especially along fault zones. On 31 August 2018, the Company announced that results for the initial 3 drill holes at Mwilu had been received, with the remaining results from drilling at the southern end of the project outstanding. Two inclined shallow holes drilled to test near surface Cobalt mineralisation under the northern ridge and the potential for early stage, small scale, near surface production at Mwilu reported best intercepts of 3.58m at 0.18% Co from 33.72m in MWDD001 and 11m at 0.14% Co from 22.2m in MWDD002. Both intersections were reported from the lower R2 mineralised unit before intersecting a major thrust fault. As shown in Figure 8, hole MWDD003 drilled further south reported best intercepts of 25.45m at 0.13% Co from 14.25m, 3.73m at 0.34% Co from 45.37m including 0.5m at 1.41% Co from 45.37m. Both upper and lower mineralised R2 units were intersected. Results for holes MWDD004 to MWD008 are outstanding. All results are shown in Table 3 and results and drill hole localities in Figures 7 Table 3: Significant intercepts reported at Mwilu Hole ID Easting Northing RL Azi- muth Dip EOH (m) MWDD001 325565 8812076 1446 0 -90 170.60 MWDD002 335520 8819941 1473 345 -55 59.20 MWDD003 335518 8819777 1472 0 -90 136.05 From (m) 18 21.9 33.72 49.2 8.22 22.2 37.2 9.1 14.25 45.37 To (m) 18.8 24.9 37.3 50.2 10.22 33.2 41.2 9.75 39.7 49.1 incl. 45.37 45.87 54.1 63.6 55.1 64.6 73.43 74.76 83.15 86.15 Interval (m) Cu % Co % 0.80 3.00 3.58 1.00 2.00 11.00 4.00 0.65 25.45 3.73 0.50 1.00 1.00 1.33 3.00 0.10 0.17 0.18 0.13 0.18 0.14 0.11 0.11 0.13 0.34 1.41 0.21 0.11 0.13 0.14 1.31 A cut-off grade of 0.5 %Cu and 0.1 % Co was used with a maximum dilution of 3m within each intercept All drilling has been completed at Mwilu and all samples have been submitted to ALS Global’s accredited laboratory in Johannesburg for 4 acid digest and ICP-AES finish. Both ridges were tested as well as the area between the two ridges as shown in Figures 7 and 8. Taruga Minerals Limited Page 12 REVIEW OF OPERATIONS AND CONTROLLED ENTITIES On 14 September, the Company announced the final results from due diligence drilling at Mwilu, with best intercepts including 6.40m at 1.11% Co from 282.45m and 8.40m at 2.7% Cu from 269.15m. Taruga considers that two styles of mineralisation occur at Mwilu, each with potential to host significant Cobalt mineralisation. Additionally, Taruga believes that simple treatment, such as HMS (Heavy Media Separation) and/ or gravity separation, will concentrate the shallow Cobalt mineralised material within the northern area of Mwilu. Figure 7: Interpreted geology and portable XRF grades at Mwilu Taruga Minerals Limited Page 13 REVIEW OF OPERATIONS AND CONTROLLED ENTITIES Figure 8: Interpreted geology and drilling results at Mwilu Table 4: Significant intercepts reported at Mwilu Hole ID Easting Northing RL Azimuth Dip EOH (m) MWDD004 335826 8819648 1483 0 -90 196.4 From (m) 31.9 63.3 To (m) Interval (m) % Co % Cu 48.2 75.7 16.30 12.40 81.55 128.15 46.60 134.15 136.8 2.65 147.33 150.15 2.82 155.75 159.15 3.40 164.85 171.05 6.20 MWDD005 335708 8819838 1479 0 -90 110.15 18.06 33.38 28.7 38.2 58.1 59.95 10.64 4.82 1.85 64.62 77.55 12.93 95.01 105.5 10.49 MWDD006* 335468 8819427 1467 165 -55 121.15 36.95 40.45 3.50 50.45 63.45 13.00 67.83 69.35 1.52 0.16 0.11 0.12 0.12 0.22 0.13 0.32 0.15 0.21 0.16 0.15 0.11 0.15 0.13 0.41 Taruga Minerals Limited Page 14 REVIEW OF OPERATIONS AND CONTROLLED ENTITIES To (m) Interval (m) % Co % Cu Hole ID Easting Northing RL Azimuth Dip EOH (m) From (m) 79.45 94.05 MWDD007 335887 8819483 1481 165 -55 148.15 42.6 50.6 57.6 85.9 97.8 43.6 51.6 91.4 6.45 3.75 1.00 1.00 33.80 MWDD008 335544 8819138 1480 345 -70 305.6 212.65 213.65 1.00 117.95 122.95 5.00 136.39 140.35 3.96 0.24 0.11 0.10 0.20 0.14 0.14 0.12 0.10 0.16 0.10 0.39 228.65 233.65 5.00 251.15 252.5 1.35 256.55 299.4 42.85 264.5 277.55 13.05 269.15 270.25 1.10 1.00 269.15 277.55 8.40 282.45 299.4 16.95 282.45 288.85 6.40 0.61 1.11 2.02 2.71 295.88 299.4 3.52 1.15 incl. incl. incl. incl. incl. incl. A cut-off grade of 0.5 %Cu and 0.1 % Co was used with a maximum dilution of 3.3m within each intercept MWDD006*: Hole abandoned in lower mineralised zone due to broken ground conditions Due Diligence – Madini Licences and PR12423 The ongoing due diligence on the Madini licences and PR12423 is progressing with a decision to continue expected within the coming weeks. Central African Copperbelt All tenements are located within the Central African Copper Belt, which hosts many of the largest known Copper-Cobalt deposits both in the south-eastern DRC and Zambia. The geology of the Copper Belt sequence has been well studied, and a substantial history of mining and exploration provides a strong platform for future development work. Cobalt-Copper mineralisation was traditionally expected within the lower sedimentary sequences of the Lower Roan sub-group of rocks known as the Mines Group (R-2), although recent exploration has led to the discovery of several deposits in the overlying Mwashya (R-4) and Nguba Groups. The most significant example being Ivanhoe’s Kamoa deposits (>25m tonnes of contained Copper) hosted in the “Grand Conglomerate Formation” at the base of the Lower Kundulungu. These new discoveries have highlighted the potential for additional units with the geological formation to host major Cobalt-Copper mineralisation and significantly highlight large areas of prospective ground that has had little to no previous exploration. Taruga Minerals Limited Page 15 REVIEW OF OPERATIONS AND CONTROLLED ENTITIES Lithium During the 2018 financial year, Taruga advised that following technical and legal due diligence it did not intend to continue with the Option to acquire an interest in licence PEPM4019, in the Kolwezi Mining District in the south-east of the DRC. On 11 January 2018, the Company announced that it had entered a binding agreement to acquire, subject to due diligence, up to 65% interest in permit ZRG0705 in the Manono Tin Tantalum Mining District in the Tanganyika Province, east-central DRC. The project lies within the renowned “Katanga Tin Belt” where both primary and alluvial tin and tantalum have been mined since early 1900’s. On 1 March 2018, the Company announced that following technical and legal due diligence it decided not to pursue the project. Australia Lithium Three exploration tenement applications in the south-west of Western Australia were lodged during the period. The tenement application areas are in the Ballingup Greenstone belt, and are located to the south of the Greenbushes Tin-Tantalum-Lithium, the largest hard rock Lithium mine in the world (Figure 9). Taruga identified the region as highly prospective for the discovery of additional Lithium mineralised pegmatite bodies through review of historic data and geological mapping completed by the Geological Survey of Western Australia. The tenement areas contain identified Lithium exploration targets, including the historic Tin-Tantalum-Lithium Yeraminup prospect. The geological setting is interpreted to be analogous to the setting of the Greenbushes mine, and a detailed exploration programme of mapping and sampling is proposed for the tenements when granted. Figure 9: Taruga Minerals Limited – Tenement Application Location Plan Taruga Minerals Limited Page 16 REVIEW OF OPERATIONS AND CONTROLLED ENTITIES Niger During the 2018 financial year the Kossa licenses reached their end of term and were not renewed. Subsequent to this the Company commenced a wind down of operations in Niger, including the closure of the field camp and associated mining operations. The Company retains its exploration geologist and country manager in Niger and will review opportunities if and when they arise. CORPORATE Capital Raisings and Security Issues On 1 March 2018, as part of the Company’s announcement regarding the acquisition of high-grade Cobalt and Copper projects in the DRC, Taruga foreshadowed a placement of up to 13,500,000 ordinary shares to new and existing shareholders at an issue price of $0.10 per share, to raise $1,350,000 (March Placement). On 6 March 2018, the Company announced the completion of the first tranche of the March Placement, being 10,900,000 ordinary shares at an issue price of $0.10 per share, to raise $1,090,000. Shareholders at a general meeting held on 1 June 2018 approved the second tranche of the Placement, being the subscription of 2,600,000 ordinary shares at an issue price of $0.10 per share. Following the passing of all resolutions at the Company’s general meeting on 1 June 2018, the Company issued a total of 13,500,000 Performance Rights to Directors and key management personnel. Additionally, the Company issued 6,000,000 strategic adviser shares each to Mr Klaus Eckhof and Mr Mark Gasson. On 5 June 2018, the Company announced that it had received firm commitments to raise up to $2,835,000 by way of a placement of 13,500,000 ordinary shares to strategic and sophisticated investors at $0.21 per share (June Placement). The funds raised from the June Placement were earmarked for funding due diligence exploration activities and project evaluation in the Democratic Republic of Congo. Under the terms of the June Placement, the investors will also be issued with unlisted options on a 1 for 1 basis (up to 13,500,000 free attaching options) exercisable at $0.30 each within 24 months from the date of issue. On 19 June 2018, the Company announced that Tranche 1 of the June Placement had been completed, with the issue of 6,988,095 fully paid ordinary shares (and 6,988,095 free attaching options) to professional and sophisticated investors at $0.21 per share under the additional placement capacity from the Company’s June general meeting. Post the financial year, on 17 September 2018, the Company issued 2,380,952 ordinary shares at a price of $0.21 per share and 2,380,952 free attaching options, to sophisticated investors as part of the Tranche 2 placement announced 19 June 2018. The shares and options were issued under the Company’s ASX Listing Rule 7.1 capacity. Name Change On 19 June 2018, the Company announced that the Australian Securities and Investments Commission had processed the Company’s name change (as approved by shareholders at the 1 June 2018 general meeting) from Taruga Gold Limited to Taruga Minerals Limited, to better reflect the mineral focus of the Company. There was no change to the Company’s ASX ticker code. Board Appointments On 6 September 2017, the Company announced changes to the board with the resignation of Mr Daniel Smith, and the appointment of Miss Sheena Eckhof as Non-executive Director of the Company. Miss Eckhof holds a Bachelor of Commerce degree, majoring in Corporate and Investment Finance, from the University of Western Australia and has previously worked with two globally renowned Investment Taruga Minerals Limited Page 17 REVIEW OF OPERATIONS AND CONTROLLED ENTITIES Banks, with a specific focus on the resources sector. Miss Eckhof currently works within a Business Development and Investor Relations role with a West Australian mid-cap resources company. On 28 February 2018, the Company announced the appointment of Mr Mark Gasson as an Executive Director of the Company, and responsible for the management of Taruga’s exploration activities. Mr Gasson is a geologist with 33 years of experience and has been active in the DRC since 2004 in gold and base metals exploration and resource development. Mr Gasson was instrumental in the discovery of Tiger Resources’ 1 million tonnes Kipoi Copper deposit. Competent person’s statement The information in this report that relates to exploration results is based on, and fairly represents information and supporting documentation prepared by Mr Mark Gasson, a Competent Person who is a Member of The Australasian Institute of Mining and Metallurgy. Mr Gasson is an Executive Director of Taruga Minerals Limited. Mr Gasson has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resource and Ore Reserves”. Mr Gasson consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. Taruga Minerals Limited Page 18 DIRECTOR’S REPORT AND CONTROLLED ENTITIES DIRECTORS’ REPORT Your Directors submit their report on the consolidated entity consisting of Taruga Minerals Limited (formerly Taruga Gold Limited) and its controlled entities (“Taruga”) for the period ended 30 June 2018. DIRECTORS The following persons were Directors of Taruga Minerals Limited during the period and up to the date of this report unless otherwise stated: Bernard Aylward Mark Gasson Gary Steinepreis Sheena Eckhof Daniel Smith Non-executive Director Executive Director Non-executive Director Non-executive Director Non-executive Director In office from In office to 21 October 2011 28 February 2018 15 July 2016 6 September 2017 27 August 2014 present present present present 6 September 2017 PARTICULARS OF DIRECTORS Mark Gasson Executive Director BSc (Hons.) Qualifications and experience Mr Gasson is a geologist with 33 years of experience and has been active in the DRC since 2004 in gold and base metals exploration and resource development. Mr Gasson was instrumental in the discovery of Tiger Resources 1 million tonnes Kipoi Copper deposit. Mr Gasson brings considerable relevant skills and experience to the Board. He is a member of the Australasian Institute of Mining and Metallurgy. Interest in Shares and Options Fully Paid Shares – 8,500,000 Performance Rights – 4,500,000 Options – Nil Special Responsibilities Executive Director, technical. Directorships held in listed entities None. Bernard Aylward Non-Executive Director BSc (Hons.), MAusIMM Qualifications and experience Mr Aylward is a geologist with over 20 years’ experience as a manager and exploration geologist in the mining and exploration industry in a variety of commodities. Mr Aylward’s experience includes serving as Taruga Minerals Limited Page 19 DIRECTOR’S REPORT AND CONTROLLED ENTITIES the Chief Operating Officer of International Goldfields Ltd, General Manager of Azumah Resources Ltd (Ghana), and Exploration Manager for Croesus Mining NL. Mr Aylward has been involved in the discoveries and management of the Bepkong, Julie, Collette and Kunche deposits in Ghana, as well as the Deep South gold deposit, Gladstone North deposit, St Patrick’s, Norseman Reef, and the Safari Bore gold deposit. Mr Aylward brings considerable relevant skills and experience to the Board. He is a member of the Australasian Institute of Mining and Metallurgy. Interest in Shares and Options Fully Paid Shares – 5,324,386 Performance Rights – 1,500,000 Options – Nil Special Responsibilities None. Directorships held in listed entities Company Name Kodal Minerals Plc. Lachlan Star Limited Appointed 20 May 2016 18 January 2018 Resigned - - Gary Steinepreis Non-Executive Director B.Com, CA Qualifications and experience Mr Steinepreis has in excess of 20 years’ experience with ASX-listing rules, corporate governance and equity capital raisings. Mr Steinepreis is a Chartered Accountant and holds a Bachelor of Commerce from UWA. Mr Steinepreis is currently a Non-Executive Director of CFOAM Limited. Interest in Shares and Options Fully Paid Shares – 5,152,502 Performance Rights – 1,500,000 Options – Nil Special Responsibilities None. Directorships held in listed entities Company Name CFOAM Limited Lachlan Star Limited Helios Energy Ltd AVZ Minerals Ltd Monto Minerals Ltd Norseman Gold Plc Taruga Minerals Limited Appointed 30 March 2016 18 January 2018 4 June 2010 30 November 2012 16 June 2009 3 December 2007 Resigned - - 11 September 2018 21 August 2017 12 January 2016 9 March 2016 Page 20 DIRECTOR’S REPORT AND CONTROLLED ENTITIES Sheena Eckhof Non-Executive Director B.Com Qualifications and experience Miss Eckhof holds a Bachelor of Commerce degree, majoring in Corporate and Investment Finance, from the University of Western Australia. Miss Eckhof has previously worked with two globally renowned Investment Banks, with a specific focus on the resources sector and is currently Investor Relations Officer at Independence Group NL, a West Australian mid-cap resources company. Interest in Shares and Options Fully Paid Shares – Nil Performance Rights – 1,500,000 Options – Nil Special Responsibilities None. Directorships held in listed entities None. Information on Company Secretaries Daniel Smith Mr Smith is a member of the Australian Institute of Company Directors and the Governance Institute of Australia, with a background in finance. He has primary and secondary capital markets expertise, having been involved in a number of IPOs and capital raisings. He is also a director of Minerva Corporate, a private corporate consulting firm. Sylvia Foong Miss Foong holds a Bachelor of Commerce degree, majoring in Accounting, from the University of Western Australia. Miss Foong is currently pursuing her Chartered Accountants qualification, and has a Certificate in Governance Practice. Information on Former Directors Daniel Smith Mr Smith is a member of the Australian Institute of Company Directors and the Governance Institute of Australia, with a background in finance. He has primary and secondary capital markets expertise, having been involved in a number of IPOs and capital raisings. He is also a director of Minerva Corporate, a private corporate consulting firm. OPERATING AND FINANCIAL REVIEW A review of the operations of the consolidated entity during the financial year is contained in the Review of Operations section of this Annual Report. The Company’s strategy in West Africa is to continue with the targeted exploration programs. The Company will also continue to review opportunities as they arise with a focus on advanced gold projects located within West Africa, as well as gold and other metals within Central Africa and Western Australia. Taruga Minerals Limited Page 21 DIRECTOR’S REPORT AND CONTROLLED ENTITIES PRINCIPAL ACTIVITIES The principal activity of the consolidated entity during the year was mineral exploration in Africa and Australia. Operating Results Consolidated comprehensive loss after income tax for the financial period is $10,947,081 (2017: $381,328). Financial Position At 30 June 2018 the Company had cash reserves of $2,487,993 (2017: $1,740,836). Dividends No dividends were paid during the year and no recommendation is made as to dividends. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS In the opinion of the Directors, there were no significant changes in the state of affairs of the consolidated entity that occurred during the financial year under review not otherwise disclosed in this report or in the consolidated accounts. MATTERS SUBSEQUENT TO THE END OF FINANCIAL YEAR Corporate On 17 September 2018, the Company issued 2,380,952 ordinary shares and 2,380,952 free attaching options as part of the Tranche 2 placement announced 19 June 2018, raising $500,000. The shares (and free attaching options) were issued at a price of $0.21 per share, under the Company’s ASX Listing Rule 7.1 capacity. Exploration On 30 July 2018, the Company announced that all due diligence drilling at Kamilombe and Mwilu had been completed. The samples from the due diligence drilling were sent to ALS Global’s laboratory in for analysis, with results confirming high-grade Cobalt potential for both projects. A decent Copper intersection was also reported at depth at Mwilu. On 31 August 2018, the Company announced that results for the final 4 diamond drill holes at Kamilombe and the initial 3 drill holes at Mwilu have been received. Drilling at Kamilombe included significant intercepts of 13.68m at 1.21% Co from 30.47m within a broader zone of 50.87m at 0.49% Co from 5.8m. This sits immediately below the quartz/dolomite mineralised overburden which reported 5.8m at 0.2% Co from surface. A second intercept of 8.85m at 0.41% Co and 1.32% Cu was reported from 88.85m all in KMDD005. On 14 September 2018, the Company announced that all results from the due diligence drilling at Kamilombe and Mwilu had been received, and that the results supported further drilling. The Company announced that two styles of mineralisation occur at Mwilu, each with potential to host significant cobalt mineralisation. The northern flat lying zone is of lower grade, but mineralisation attains thicknesses of more than 30m, with a combined thickness of 90m in one hole, which makes it conducive to open pit mining. The southern zone is high grade and steeply dipping and is likely amendable to an underground operation. Taruga Minerals Limited Page 22 DIRECTOR’S REPORT AND CONTROLLED ENTITIES LIKELY DEVELOPMENTS AND EXPECTED RESULTS The Company is close to finalising its due diligence review of the Kamilombe and Mwilu projects, both highly prospective for Cobalt and Copper, within the DRC. The Company will also review and evaluate other opportunities prospective for Copper, Cobalt and Lithium within the DRC in conjunction with its DRC consultants. Taruga has also applied for exploration licenses which are prospective for Cobalt and Lithium mineralisation in Western Australia. The applications are in an early stage and the Company is proposing an exploration program of surface mapping and geochemical sampling. Further information on likely developments in the operations of the consolidated entity and the expected results of operations have not been included in this report because the Directors believe it would be likely to result in unreasonable prejudice to the Company. MEETINGS OF DIRECTORS The following table sets out the number of meetings of the Company’s Directors held during the year ended 30 June 2018, and the number of meetings attended by each Director. Number eligible to attend Number attended 2 2 2 2 - 2 1 2 2 - Gary Steinepreis Bernard Aylward Sheena Eckhof1 Mark Gasson Daniel Smith2 1 Miss Eckhof was appointed 6 September 2017 2 Mr Smith resigned 6 September 2017 REMUNERATION REPORT This report details the nature and amount of remuneration for each director and “Key Management Personnel” of Taruga Minerals Limited. The report has been subject to audit. Key Management Personnel are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, including any director. Remuneration policy The Board policy is to remunerate Directors at market rates for time, commitment and responsibilities. The Board determines benefits to the Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of Directors’ fees that can be paid is subject to approval by shareholders in general meeting, from time to time. Fees for Non-Executive Directors are not linked to the performance of the Taruga Minerals Limited Page 23 DIRECTOR’S REPORT AND CONTROLLED ENTITIES consolidated entity. However, to align Directors’ interests with shareholders’ interests, the Directors are encouraged to hold securities in the Company. The Company’s aim is to remunerate at a level that will attract and retain high-calibre Directors and employees. Company officers and Directors are remunerated to a level consistent with the size of the Company. Performance-based remuneration The Company does not pay any performance-based component of salaries. Details of remuneration for year ended 30 June 2018 Directors’ Remuneration No salaries, commissions, bonuses or superannuation were paid or payable to Directors during the year. Remuneration was by way of fees paid monthly in respect of invoices issued to the Company by the Directors or companies associated with the Directors in accordance with agreements between the Company and those entities. Details of the agreements are set out below. Agreements in respect of cash remuneration of Directors: Executive Directors Mr Gasson is on an Executive Employment Agreement, with a remuneration package of $180,000 per annum (inclusive of Directors fees). Either party may terminate the agreement with 3 months’ notice period. Non-executive Directors The Company’s constitution provides that the Non-executive Directors may collectively be paid as remuneration for their services a fixed sum not exceeding the aggregate sum determined by a general meeting. The aggregate remuneration has been set at an amount of $300,000 per annum. Mr Gary Steinepreis is on a contract dated 15 July 2017, which provides for a fixed fee of $2,000 per month. Mr Bernard Aylward is on a contract dated 15 July 2016, which provides for a fixed fee of $2,000 per month. Miss Sheena Eckhof is on a contract dated 6 September 2017, which provides for a fixed fee of $2,000 per month. Mr Daniel Smith (through Minerva Corporate Pty Ltd) was on a contract dated 26 August 2016 which provided for a fixed fee of $2,000 per month. A Director may be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties. Executive Directors may be paid on commercial terms as the Directors see fit. Taruga Minerals Limited Page 24 DIRECTOR’S REPORT The total remuneration paid to Key Management Personnel is summarised below: AND CONTROLLED ENTITIES Year ended 30 June 2018 Director Associated Company Leisurewest Consulting Pty Ltd Gary Steinepreis Bernard Aylward Matlock Geological Services Pty Ltd Sheena Eckhof Mark Gasson Daniel Smith Minerva Corporate Pty Ltd Year ended 30 June 2017 Director Associated Company Gary Steinepreis Leisurewest Consulting Pty Ltd Bernard Aylward Matlock Geological Services Pty Ltd Daniel Smith Minerva Corporate Pty Ltd Myles Campion Frank Terranova Fees Consultancy $ 23,000 24,000 19,733 - 4,834 71,567 $ - - 60,000 - 60,000 Short-term Benefits Share Based Payments $ Performance Rights $ - - - 990,000(1) - 990,000 7,792 7,792 7,791 19,875 - 43,250 Total $ 30,792 31,792 27,524 1,069,875 4,834 1,164,817 Performance related % 25% 25% 28% 2% - - Fees Consultancy Options Total Performance related Short-term Benefits $ 23,000 - 24,500 - - 47,500 $ $ $ % - 24,000 - - - 24,000 - - - - - - 23,000 24,000 24,500 - - 71,500 - - - - - The consolidated entity has one full time Executive officer, Mr Mark Gasson. (1) During the year, Mark Gasson received 6,000,000 shares with a fair value of $990,000 for Strategic Consultant services provided pursuant to shareholder approval. Taruga Minerals Limited Page 25 DIRECTOR’S REPORT AND CONTROLLED ENTITIES Shareholdings of Key Management Personnel: Bernard Aylward Daniel Smith1 Mark Gasson Gary Steinepreis Sheena Eckhof2 Balance 30 June 2017 Balance on Appointment Additions Balance on Resignation Balance 30 June 2018 5,324,386 1,078,729 - - - - - 5,324,386 1,078,729 - - 1,000,000 7,500,000 4,152,502 1,000,000 - - - - - - 8,500,000 5,152,502 - 10,555,617 1,000,000 8,500,000 1,078,729 18,976,888 1Mr Smith resigned on 6 September 2017 with a shareholding balance of 1,078,729 shares. 2Miss Eckhof was appointed on 6 September 2017 with a shareholding balance of NIL. Bernard Aylward Daniel Smith1 Myles Campion2 Frank Terranova3 Gary Steinepreis4 Sheena Eckhof5 Balance 30 June 2016 Balance on Appointment Additions Balance on Resignation Balance 30 June 2017 5,324,386 764,444 588,889 1,095,289 - - - - - - - 314,285 - - 5,324,386 1,078,729 - - 588,889 1,095,289 - - 3,210,002 942,500 - - - - 4,152,502 - 7,773,008 3,210,002 1,256,785 1,684,178 10,555,617 1Mr Smith resigned on 6 September 2017 with a shareholding balance of 1,078,729 shares 2Mr Campion resigned on 15 July 2016 with a shareholding balance of 588,889 shares. 3Mr Terranova resigned on 15 July 2016 with a shareholding balance of 1,095,289 shares. 4Mr Steinepreis was appointed on 15 July 2016 with a shareholding balance of 3,210,002 shares. 5Miss Eckhof was appointed on 6 September 2017 with a shareholding balance of NIL Taruga Minerals Limited Page 26 DIRECTOR’S REPORT Accounts payable AND CONTROLLED ENTITIES Consolidated Entity 2018 $ Consolidated Entity 2017 $ 206,122 26,120 Taruga Minerals Limited ex-Director Mr Daniel Smith is a current director of Minerva Corporate Pty Ltd. Minerva Corporate Pty Ltd provided corporate consultancy services to Taruga Minerals Ltd during the period that Mr Daniel Smith was a director. Payments to Minerva Corporate Pty Ltd during the period that Mr Smith was a director total $13,500 (2017: $81,168). Performance Rights holdings of Key Management Personnel: Balance 30 June 2017 Additions Balance on Resignation Issues/ (Expiry) Balance 30 June 2018 Bernard Aylward Daniel Smith Mark Gasson Gary Steinepreis1 Sheena Eckhof2 - - - - - - - - - - - - - - - - - - 1,500,000 1,500,000 - - 4,500,000 4,500,000 1,500,000 1,500,000 1,500,000 9,000,000 9,000,000 1,500,000 1Mr Steinepreis was appointed on 15 July 2016 with an option holding balance of NIL. 2Miss Eckhof was appointed on 6 September 2017 with an option holding balance of NIL. Balance 30 June 2016 Additions Balance on Resignation Issues/ (Expiry) Balance 30 June 2017 Bernard Aylward Daniel Smith Myles Campion Frank Terranova Gary Steinepreis1 Sheena Eckhof2 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3 Further details regarding the fair value and valuation assumptions of the performance rights are disclosed in Note 23. Taruga Minerals Limited Page 27 DIRECTOR’S REPORT AND CONTROLLED ENTITIES Option holdings of Key Management Personnel: Balance 30 June 2017 Balance on Appointment Additions Balance on Resignation Issues/ (Expiry) Balance 30 June 2018 Bernard Aylward Daniel Smith Myles Campion Frank Terranova Gary Steinepreis1 Sheena Eckhof2 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1Mr Steinepreis was appointed on 15 July 2016 with an option holding balance of NIL. 2Miss Eckhof was appointed on 6 September 2017 with an option holding balance of NIL. Balance 30 June 2016 Balance on Appointment Additions Balance on Resignation Issues/ (Expiry) Balance 30 June 2017 Bernard Aylward Daniel Smith Myles Campion Frank Terranova Gary Steinepreis1 Sheena Eckhof2 303,333 60,000 60,000 121,600 - - 544,933 End of remuneration report ENVIRONMENTAL ISSUES - - - - - - - - - - - - - - - - (303,333) (60,000) (60,000) (121,600) - - - - - - (181,600) (363,333) - - - - - - - The consolidated entity has conducted exploration activities on mineral tenements. The right to conduct these activities is granted subject to environmental conditions and requirements. The consolidated entity aims to ensure a high standard of environmental care is achieved and, as a minimum, to comply with relevant environmental regulations. There have been no known breaches of any of the environmental conditions. Taruga Minerals Limited Page 28 DIRECTOR’S REPORT AND CONTROLLED ENTITIES OPTIONS At the date of this report, there were 6,988,095 unlisted options on issue. The names of persons who currently hold options are entered in a register pursuant to Section 170 of the Corporations Act 2001. No person entitled to exercise any option has or had, by virtue of the option, a right to participate in any share issue of the Company or any other corporation. Subsequent to year end no options have been issued or exercised. INDEMNIFICATION OF DIRECTORS During the financial year, the Company has not given an indemnity or entered into an agreement to indemnify any of the Directors. AUDITOR HLB Mann Judd continues in office in accordance with section 327 of the Corporations Act 2001. NON-AUDIT SERVICES There were no non-audit services provided during the current year by our auditors, HLB Mann Judd. PROCEEDINGS ON BEHALF OF COMPANY No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year. AUDITORS’ INDEPENDENCE DECLARATION Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of the company with an Independence Declaration in relation to the review of the interim financial report. This Independence Declaration is set out on page 32 and forms part of this directors’ report for the year ended 30 June 2018. This report is signed in accordance with a resolution of the Board of Directors made pursuant to section 306(3) of the Corporations Act 2001. Bernard Aylward Non-Executive Director Dated Perth 28 September 2018 Taruga Minerals Limited Page 29 CORPORATE GOVERNANCE STATEMENT AND CONTROLLED ENTITIES The Company has adopted systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs. To the extent they are applicable, the Company has adopted the Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council. The following corporate governance charters, codes and policies have been implemented and are available on the Company’s website at www.tarugaminerals.com.au: • • • • • • • Board Charter Corporate Code of Conduct Diversity, Nomination and Remuneration Committee Charter Audit and Risk Committee Charter Shareholder Communication Guidelines and Policy Disclosure Policy Securities Trading Policy Taruga Minerals Limited Page 30 AUDITOR’S INDEPENDENCE DECLARATION AND CONTROLLED ENTITIES Taruga Minerals Limited Page 31 STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES Note CONSOLIDATED Year to 30 June 2018 $ Year to 30 June 2017 $ 2 3 8 3 4 (7,899) 9,835 17,173 7,060,393 96,237 105,176 43,698 2,044,292 1,568,358 - 265,361 (4,666) 12,254 130,353 10,127 73,107 2,784 45,057 - - 75 68,746 11,202,623 337,837 - - 11,202,623 337,837 (53,669) 43,491 Revenue Depreciation Consultants Impairment expense Professional fees Travel and accommodation Office and communication costs Share based payments Exploration Exchange loss Other expenses Loss from continuing operations before income tax Income tax expense Net loss for the period Other comprehensive income Items that may be reclassified to profit or loss Exchange (gain)/loss on translation of foreign subsidiaries Total comprehensive loss for the period 11,148,954 381,328 Basic and diluted loss per share (cents per share) Basic and diluted loss per share from continuing operations (cents per share) 19 19 (10.37) (10.37) (0.39) (0.39) The accompanying notes form part of these financial statements. Taruga Minerals Limited Page 32 STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018 AND CONTROLLED ENTITIES CURRENT ASSETS Cash and cash equivalents Trade and other receivables Total Current Assets NON CURRENT ASSETS Plant and equipment Mineral exploration and evaluation Total Non-Current Assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Total Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY Note CONSOLIDATED 30 June 2018 $ 30 June 2017 $ 5 6 7 8 9 2,487,993 26,490 1,740,836 13,696 2,514,483 1,754,532 61,027 - 37,916 6,995,457 61,027 7,033,373 2,575,510 8,787,905 206,122 206,122 206,122 43,620 43,620 43,620 2,369,388 8,744,285 11 12 12 18,531,500 6,065 (16,168,177) 13,821,735 (111,896) (4,965,554) 2,369,388 8,744,285 The accompanying notes form part of these financial statements. Taruga Minerals Limited Page 33 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES Consolidated Issued Capital Options Reserve Accumulated Losses Share Based Payments Reserve Foreign Currency Translation Reserve Total Equity $ $ $ $ $ $ Year to 30 June 2017 As at 1 July 2016 Issue of shares Transfer of reserve to accumulated losses on expiry of options Share issue expenses Loss for the period Exchange loss on translation of foreign subsidiaries As at 30 June 2017 Year to 30 June 2018 As at 1 July 2017 Issue of shares Share Based payments – Performance Rights Share issue expenses Loss for the period Exchange loss on translation of foreign subsidiaries As at 30 June 2018 - 13,821,735 13,821,735 4,797,500 - (87,735) - - 18,531,500 12,508,296 1,400,907 35,040 - (4,662,757) - - (87,468) - (35,040) - - 35,040 - (337,837) - (4,965,554) (4,965,554) - - - (11,202,623) - - - - - - - - - - (16,168,177) - - - - - - - - - 64,292 - - - 64,292 (68,405) - - - - (43,491) (111,896) 7,812,174 1,400,907 - (87,468) (337,837) (43,491) 8,744,285 (111,896) - 8,744,285 4,797,500 - - - 64,292 (87,735) (11,202,623) 53,669 (58,227) 53,669 2,369,388 The accompanying notes form part of these financial statements. Taruga Minerals Limited Page 34 STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES CONSOLIDATED Note Year to 30 June 2018 $ Year to 30 June 2017 $ CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers Interest income received (401,109) 7,899 Net cash used in operating activities 16 (393,210) CASH FLOWS FROM INVESTING ACTIVITIES Payments for exploration expenditure Payments for property, plant & equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES (1,571,566) (30,896) (1,602,462) (399,159) 4,666 (394,493) (10,332) - (10,332) Proceeds from issue of shares Share issue transaction costs 2,817,487 (74,658) 1,400,907 (104,397) Net cash provided by financing activities 2,742,829 1,296,510 Net increase in cash held Cash and cash equivalents at the beginning of the period 747,157 1,740,836 891,685 848,735 Effect of exchange rate fluctuations on cash held - 416 Cash and cash equivalents at the end of the year 2,487,993 1,740,836 The accompanying notes form part of these financial statements. Taruga Minerals Limited Page 35 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 1 – STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES Basis of Preparation The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Accounting Standards and Interpretations and complies with other requirements of the law. Cost is based on the fair values of the consideration given in exchange for assets. The financial report has also been prepared on a historical cost basis. The financial report is presented in Australian dollars. The company is a listed public company, incorporated in Australia and operating in West Africa. The entity’s principal activity is mineral exploration. The accounting policies detailed below have been consistently applied to all of the periods presented unless otherwise stated. The financial statements are for the consolidated entity consisting of Taruga Minerals and its subsidiaries. For the purposes of preparing the consolidated financial statements, the Group is a for profit entity. The financial report has also been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, and financial assets and financial liabilities for which the fair value basis of accounting has been applied. Statement of Compliance The financial report was authorised for issue on 28 September 2018. The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS). Adoption of new and revised standards Standards and Interpretations applicable to 30 June 2018 In the year ended 30 June 2018, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Company’s operations and effective for annual reporting periods beginning on or after 1 July 2017. As a result of this review the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and therefore no material change is necessary to Company accounting policies. Standards and Interpretations in issue not yet adopted The Directors have also reviewed all Standards and Interpretations in issue but not yet adopted for the year ended 30 June 2018. As a result of this review the Directors have determined that there is unlikely to be any material impact on the Group of AASB15 Revenue and AASB9 Financial Instruments. The Directors are in the process of assessing the impact of AASB16 Leases. Taruga Minerals Limited Page 36 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES Accounting Policies (a) Basis of Consolidation A controlled entity is any entity controlled by Taruga Minerals Limited. Control exists where Taruga Minerals Limited has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with Taruga Minerals Limited to achieve the objectives of Taruga Minerals Limited. All controlled entities have a 30 June financial year-end. All inter-company balances and transactions between entities in the consolidated entity, including any unrealised profit or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity. Where controlled entities have entered or left the consolidated entity during the year, their operating results have been included from the date control was obtained or until the date control ceased. (b) Going Concern The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. Notwithstanding the fact that the Group incurred an operating loss of $11,202,623 for the year ended 30 June 2018, and a net cash outflow from operating activities amounting to $393,210, the Directors are of the opinion that the Company is a going concern for the following reasons:  Subsequent to the year end the Group raised $500,000 of equity capital via an issue of ordinary shares at $0.21. The funds raised will be used to meet the ongoing working capital requirements of the Group  The Directors are satisfied that the Group will have access to sufficient cash as and when required to enable it to fund administrative and other committed expenditure. The Directors are satisfied that they will be able to raise additional funds by debt and/or equity raisings. However, should the above equity raisings not be completed, there is a material uncertainty that may cast significant doubt as to whether the Company will continue as a going concern and realise its assets and extinguish its liabilities in the normal course of business. (c) Income Tax The charge for current income tax expenses is based on the result for the year adjusted for any non- assessable or disallowable items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance date. Deferred tax is accounted for using the liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amount in the financial statements. 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 is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the statement of comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary difference can be utilised. Taruga Minerals Limited Page 37 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the consolidated entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. (d) Plant and Equipment Each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation. Plant and equipment are measured on the cost basis less depreciation and impairment losses. The carrying amount of plant and equipment is 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 which will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future consolidated benefits associated with the item will flow to the consolidated entity and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred. Depreciation The depreciable amount of all fixed assets including capitalised lease assets, but excluding computers, is depreciated on a reducing balance commencing from the time the asset is held ready for use. Computers are depreciated on a straight line basis over their useful lives to the consolidated entity commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset: Plant and Equipment Depreciation Rate: 15 – 50% The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each balance 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 comprehensive income. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings. (e) Exploration and Evaluation Expenditure Exploration and evaluation expenditure incurred is either written off as incurred or accumulated in respect of each identifiable area of interest. Tenement acquisition costs are initially capitalised. Costs are only carried forward to the extent that they are expected to be recouped through the successful development of the areas, sale of the respective areas of interest or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the areas is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. Taruga Minerals Limited Page 38 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Restoration, rehabilitation and environmental costs necessitated by exploration and evaluation activities are expensed as incurred and treated as exploration and evaluation expenditure. (f) Impairment of Assets At each reporting date, the Directors review 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 assets, 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 comprehensive income. Where it is not possible to estimate the recoverable amount of an individual asset, the consolidated entity estimates the recoverable amount of the cash-generating unit to which the asset belongs. (g) Provisions Provisions are recognised where there is 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. (h) Cash and Cash Equivalents Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. (i) Revenue Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. (j) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expenses. Receivables and payables in the statement of financial position are shown inclusive of GST. (k) Contributed Equity Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. (l) Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of Taruga Minerals Limited. Taruga Minerals Limited Page 39 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES (m) Critical accounting estimates and judgements The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. Key Estimates – Impairment The Directors assess impairment at each reporting date by evaluating conditions specific to the consolidated entity that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. An impairment was recognised in the prior year in respect of costs carried forward as exploration assets in Note 8 due to the uncertainty surrounding the renewals of the existing West African licenses, as well as the uncertainty regarding the granting of new licenses. (n) Share based payments – shares and options The fair value of shares and share options granted is recognised as an expense with a corresponding increase in equity. Fair value is measured at grant date and recognised over the period during which the grantees become unconditionally entitled to the shares or share options. The fair value of share grants at grant date is determined by the share price at that time. The fair value of share options at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, any vesting and performance criteria, the share price at grant date, the expected price volatility of the underlying share, the expected dividend yield and the risk free rate for the term of the option. Upon the exercise of the option, the balance of the share-based payments reserve relating to the option is transferred to share capital. (o) Foreign currency translation Both the functional and presentation currency of Taruga Minerals Limited is Australian dollars. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance date. All exchange differences in the consolidated financial report are taken to profit or loss with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in profit or loss. Tax charges and credits attributable to exchange differences on those borrowings are also recognised in equity. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. Taruga Minerals Limited Page 40 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES The functional currency of the foreign operations during the period and up to the disposal of some of the subsidiaries being the entities - Gecko Gold Niger, Gecko Gold CI and MGS Ghana is CFA Francs. The functional currency of Taruga Congo SARLU was Congalese Franc. As at the balance date the assets and liabilities of these subsidiaries are translated into the presentation currency of Taruga Minerals Limited at the rate of exchange ruling at the balance date and income and expense items are translated at the average exchange rate for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. The exchange differences arising on the translation are taken directly to a separate component of equity, being recognised in the foreign currency translation reserve. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in profit or loss. In addition, in relation to the partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non- controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of associates or jointly controlled entities that do not result in the Group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss. (p) Parent entity financial information The financial information for the parent entity, Taruga Minerals Limited, disclosed in Note 22 has been prepared on the same basis as the consolidated financial statements, except for Investments in subsidiaries which are accounted for at cost in the parent entity’s financial statements. Dividends received from associates are recognised in the parent entity’s profit or loss, rather than being deducted from the carrying amount of these investments. (q) Trade and other payables These amounts represent liabilities for goods and services provided to the company prior to the end of financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months. NOTE 2 – REVENUE Revenue Interest received Total Revenue Consolidated 2018 $ 7,899 7,899 2017 $ 4,666 4,666 Taruga Minerals Limited Page 41 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 3 – LOSS FROM CONTINUING ACTIVITIES BEFORE INCOME TAX Expenses Depreciation of non-current assets Plant and Equipment Office furniture and equipment Motor vehicles Total depreciation of non-current assets Share based payments to Contractors (Note 11) Performance rights to Directors (Note 23) NOTE 4 – INCOME TAX 2018 $ 2017 $ 1,290 1,511 7,034 9,835 1,980,000 64,292 2,044,292 1,607 1,883 8,764 12,254 - - - The prima facie tax expense at 30% on loss from continuing activities is reconciled to the income tax expense in the financial statements as follows: 2018 $ 2017 $ Loss from continuing activities (11,202,263) 337,837 Prima facie income tax expense at 30% (3,080,721) 101,351 Tax effect of permanent differences Impairment Foreign projects Share based payments Share issue costs amortised Other non-deductible expenses 1,941,608 444,914 562,180 - 41,909 - - - 40,894 3,038 Income tax expense adjusted for permanent differences (90,110) 57,419 Deferred tax asset not brought to account Income tax expense Income tax benefit 90,110 - (57,419) - The directors estimate the cumulative unrecognised deferred tax asset attributable to the company and its controlled entity at 30% is as follows: Taruga Minerals Limited Page 42 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 4 – INCOME TAX (continued) DEFERRED TAX ASSETS Revenue Losses after permanent differences Capital Raising Costs yet to be claimed Accruals Consolidated 2018 $ 2017 $ 635,700 3,812 4,675 644,187 603,581 49,074 - 652,655 The potential deferred tax asset has not been brought to account in the financial report at 30 June 2018 as the Directors do not believe it is appropriate to regard the realisation of the asset as probable. This asset will only be obtained if: (a) (b) (c) The company and its controlled entity derive future assessable income of an amount and type sufficient to enable the benefit from the deductions for the tax losses and the unrecouped exploration expenditure to be realised; The company and its controlled entity continue to comply with the conditions for deductibility imposed by tax legislation; and No changes in tax legislation adversely affect the company and its controlled entity in realising the benefit from the deductions for the tax losses and unrecouped exploration expenditure. Franking Credits No franking credits are available at balance date for the subsequent financial year. NOTE 5 – CASH AND CASH EQUIVALENTS Cash at bank and on hand 2,487,993 1,740,836 2018 $ 2017 $ Cash at bank earns interest at floating rates based on daily deposit rates. NOTE 6 – TRADE AND OTHER RECEIVABLES Current GST receivable Other receivables Other current assets 6,050 12,781 7,659 26,490 2,013 11,683 - 13,696 Taruga Minerals Limited Page 43 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 7 – PLANT AND EQUIPMENT Consolidated Cost 2017 Balance Brought Forward Foreign exchange movement Balance Carried Forward Accumulated Depreciation Balance Brought Forward Charge Foreign exchange movement Balance Carried Forward Motor Vehicles $ Plant & Equipment $ Fixtures & Fittings $ Total $ 120,203 748 120,951 22,398 139 22,537 25,925 161 26,086 168,526 1,048 169,574 84,271 8,764 799 93,834 15,808 1,608 146 17,562 18,205 1,882 175 20,262 118,284 12,254 1,120 131,658 Net Book Value 30 June 2017 27,117 4,975 5,824 37,916 Taruga Minerals Limited Page 44 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 7 – PLANT AND EQUIPMENT (Continued) Cost 2018 Balance Brought Forward Additions Foreign exchange movement Balance Carried Forward Accumulated Depreciation Balance Brought Forward Charge Foreign exchange movement Balance Carried Forward Motor Vehicles Computer Equipment $ $ Consolidated Plant & Equipment $ 22,537 14,003 1,343 37,883 Fixtures & Fittings $ 26,086 - 1,555 27,641 - 2,860 - 2,860 - - - - 17,562 1,290 1,075 19,927 20,262 1,511 1,238 23,011 Total $ 169,574 30,896 10,107 210,577 131,658 9,835 8,057 149,550 120,951 14,033 7,209 142,193 93,834 7,034 5,744 106,612 Net Book Value 30 June 2018 35,581 2,860 17,956 4,630 61,027 Taruga Minerals Limited Page 45 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 8 – MINERAL EXPLORATION AND EVALUATION Opening balance Expenditure during the year Impairment – refer Note 1(m) Foreign exchange movement Closing balance Consolidated 2018 $ 6,995,457 22,055 (7,060,393) 42,881 - 2017 $ 7,029,813 10,804 - (45,160) 6,995,457 The ultimate recoupment of exploration expenditure carried forward is dependent upon successful development and commercial exploitation, or sale of the respective areas. NOTE 9 – TRADE AND OTHER PAYABLES Trade creditors Other payables 2018 $ 206,122 - 206,122 2017 $ 26,120 17,500 43,620 Trade payables are non-interest bearing and are normally settled on 30 day terms. NOTE 10 – INTEREST BEARING LIABILITIES Financing Agreements No overdraft facilities have been formalised at 30 June 2018 (2017: Nil) and neither the company nor its controlled entity have lines of credit at 30 June 2018 (2017: Nil). NOTE 11 – ISSUED CAPITAL (a) Issued capital 136,405,334 shares fully paid 2018 $ 2017 $ 18,531,500 13,821,735 Movements in ordinary share capital of the Company were as follows: Opening balance at 30 June 2016 Allotment of rights issue Shortfall Placement of 6 June 2016 Placement - Tranche 1 Placement - Tranche 2 Transaction costs Closing balance at 30 June 2017 Number 61,503,674 7,827,680 8,885,885 19,500,000 6,200,000 - 103,917,239 $ 12,508,296 234,830 266,577 682,500 217,000 (87,468) 13,821,735 Taruga Minerals Limited Page 46 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 11 – ISSUED CAPITAL (continued) Opening balance at 30 June 2017 Placement Placement March 2018 Consultants shares Placement - Tranche 1 Transaction costs Closing balance at 30 June 2018 Movements in options were as follows: Number 103,917,239 10,900,000 2,600,000 12,000,000 6,988,095 - 136,405,334 $ 13,821,735 1,090,000 260,000 1,980,000 1,467,500 (87,735) 18,531,500 Number $ Opening balance at 30 June 2016 Lapse of $0.50 unlisted options 1/12/2016 Lapse of $0.15 unlisted options 31/05/2017 Closing balance at 30 June 2017 Unlisted options exercisable at $0.30 each on or before 19 June 2020 Closing balance at 30 June 2018 11,796,676 (2,090,001) (9,706,675) - 6,988,095 6,988,095 35,040 (32,400) (2,640) - - - (b) Voting and dividend rights Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. NOTE 12 – RESERVES AND ACCUMULATED LOSSES Share Based Payments Reserve Foreign Currency Translation Reserve Accumulated Losses Balance at beginning of the year Net loss from ordinary activities Transfer from options reserve on expiry of options Balance at end of the year Consolidated 2018 $ 2017 $ 64,292 (58,227) 6,065 - (111,896) (111,896) 2018 $ 4,965,554 11,202,623 - 16,168,177 2017 $ 4,662,757 337,837 (35,040) 4,965,554 Taruga Minerals Limited Page 47 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 12 – RESERVES AND ACCUMULATED LOSSES (continued) Options Reserve Balance at beginning of the year Reserve arising on issue of options Transfer to accumulated losses on expiry of options Balance at end of the year Foreign Currency Translation Reserve Balance at beginning of the year Reserve arising on translation of foreign subsidiaries Balance at end of the year Nature and purpose of Reserves Consolidated 2018 $ - - - - 2017 $ 35,040 - (35,040) - 2018 $ (111,896) 53,669 (58,227) 2017 $ (68,405) (43,491) (111,896) The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. It is also used to record the effect of hedging net investments in foreign operations. The share option reserve contains amounts received on the issue of options over unissued capital of the company. NOTE 13 – COMMITMENTS FOR EXPENDITURE (a) Mineral Tenement Leases In order to maintain current rights of tenure to mining tenements, the consolidated entity will be required to outlay amounts of $1,500,000 in respect of minimum tenement expenditure requirements and lease rentals (subject to the applications noted on page 17-18). The obligations are not provided for in the financial report and are payable as follows : Not later than one year Later than 1 year but not later than 2 years Later than 2 years but not later than 5 years 2018 $ 500,000 500,000 500,000 1,500,000 2017 $ 100,000 200,000 250,000 550,000 Taruga Minerals Limited Page 48 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 14 – INVESTMENT IN CONTROLLED ENTITIES Registered Number Country of Incorporation Interest Held Value of investment Parent 2018 2017 2018 2017 $ $ Taruga Minerals Limited 153 868 789 Australia Subsidiaries Taruga Congo SARLU Gecko Gold Niger SARL MGS Ghana Limited Gecko Gold CI SARL 01-122- N31711L RCCM-NI-NIA- 2010-B-2625 CA-80, 601 RCCM-CI-ABJ- 2010-B-1899 NOTE 15 – SEGMENT INFORMATION DRC 100% 100% 1,361 - Niger 100% 100% 1,316,675 1,316,675 Ghana 100% 100% - - Cote d’Ivoire 100% 100% 1,350,367 1,350,367 Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of Taruga Minerals Limited. The company operates in one operating segment therefore disclosures are consistent with the financial report. Non-current assets by country Consolidated Mineral exploration and evaluation DRC Niger Cote D’Ivoire 2018 $ - - - - 2017 $ - 5,637,205 1,358,252 6,995,457 Taruga Minerals Limited Page 49 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 16 – NOTES TO THE STATEMENT OF CASH FLOWS Reconciliation of loss after income tax to net operating cash flows Loss from ordinary activities Depreciation Impairment Exploration Share Based payments Movement in assets and liabilities Receivables Payables Net cash used in operating activities NOTE 17 – RELATED PARTY INFORMATION a) Transactions with Key Management Personnel Consolidated 2018 $ 2017 $ 11,202,623 337,837 (9,835) (7,060,393) (1,673,534) (2,044,292) (12,254) (10,127) - - 414,569 315,456 5,135 (26,494) 393,210 4,817 74,220 394,493 The transactions with key management personnel have been entered into under terms and conditions no more favourable than those the Company would have adopted if dealing at arm's length. The total remuneration paid to Directors and Executives is summarised below: Former Taruga Minerals Limited Director, Mr Daniel Smith, is a current director of Minerva Corporate Pty Ltd. Minerva Corporate Pty Ltd provided corporate consultancy services to Taruga Minerals Limited during the period that Mr Daniel Smith was a director. Payments to Minerva Corporate Pty Ltd during the period while Mr Smith’s held office as a director total $13,500 (2017: $81,168). b) Directors and Executives Disclosures The aggregate compensation made to directors and other key management personnel of the Group is set out below: Short-term employee benefits Post-employment benefits 2018 $ 1,164,817 - 1,164,817 2017 $ 71,500 - 71,500 Taruga Minerals Limited Page 50 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 18 – REMUNERATION OF AUDITORS Auditing and reviewing of the financial statements of Taruga Minerals Limited and of its controlled entities. 2018 $ 25,000 25,000 2017 $ 25,000 25,000 NOTE 19 – LOSS PER SHARE The loss and weighted average number of ordinary shares used in the calculation of basic loss per share is as follows: Loss for the year Loss for the year from continuing operations 2018 $ 11,202,623 11,202,623 2017 $ 337,837 337,837 Number Number Weighted average number of ordinary shares outstanding during the year used in the calculation of basic loss per share 108,061,812 86,007,316 There are no potential ordinary shares on issue at the date of this report. NOTE 20 – FINANCIAL INSTRUMENTS Financial Risk Management Policies The consolidated entity’s financial instruments consist mainly of deposits with banks, accounts receivable, accounts payable and hire purchase liabilities. The Board’s overall risk management strategy seeks to assist the Group in meeting its financial targets, whilst maintaining potential adverse effects on financial performance. The Group has developed a framework for a risk management policy and internal compliance and control systems that covers the organisational, financial and operational aspects of the group’s affairs. The Chairman is responsible for ensuring the maintenance of, and compliance with, appropriate systems. Financial Risk Exposures and Management The main risks the group is exposed to through its financial instruments are interest rate risk, foreign currency risk and liquidity risk. Interest Rate Risk The consolidated entity’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of change in the market, interest rate and the effective weighted average interest rate on these financial assets, is as follows: Taruga Minerals Limited Page 51 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 20 – FINANCIAL INSTRUMENTS (continued) Interest Rate Risk (continued) Weighted Average Effective Floating Interest Rate Financial Assets Cash at Bank Total Financial Assets Interest Rate Consolidated 2018 2017 0.60% 0.60% 2018 $ 2,256,619 2,256,619 2017 $ 1,738,638 1,738,638 There are no financial liabilities subject to interest rate fluctuations. The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the statement of financial position and in the notes to and forming part of the financial statements. Interest Rate Sensitivity Analysis The Group has performed a sensitivity analysis relating to its exposure to interest rate risk. This sensitivity analysis demonstrates the effect on the current year results and equity which could result in a change in these risks. At 30 June 2018 the effect on the loss and equity as a result of changes in the interest rate with all other variables remaining constant is as follows: Change in Loss  Increase in interest by 2%  Decrease in interest by 2% Change in Equity  Increase in interest by 2%  Decrease in interest by 2% Foreign Currency Risk Consolidated 2018 $ (47,772) 47,772 2017 $ (45,119) 45,119 (47,772) 47,772 (45,119) 45,119 The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise. The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows: Currency Liabilities 2018 $ Consolidated Assets 2018 $ Liabilities 2017 $ Congolese Dollars - 226,330 - Assets 2017 $ - Taruga Minerals Limited Page 52 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 20 – FINANCIAL INSTRUMENTS (continued) Foreign currency Other than translational risk the Group has no significant exposure to foreign currency risk at the balance date. Liquidity Risk The group manages liquidity risk by monitoring forecast cash flows. Credit Risk The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date, is the carrying amount net of any provisions for doubtful debts, as disclosed in the statement of financial position and notes to the financial statement. In the case of cash deposited, credit risk is minimised by depositing with recognised financial intermediaries such as banks, subject to Australian Prudential Regulation Authority Supervision. The consolidated entity does not have any material risk exposure to any single debtor or group of debtors under financial instruments entered into by it. Capital Management Risk Management controls the capital of the Group in order to maximise the return to shareholders and ensure that the group can fund its operations and continue as a going concern. Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of expenditure and debt levels and share and option issues. There have been no changes in the strategy adopted by management to control capital of the Group since the prior year. Net Fair Values For financial assets and liabilities, the net fair value approximates their carrying value. The consolidated entity has no financial assets or liabilities that are readily traded on organised markets at balance date and has no financial assets where the carrying amount exceeds net fair values at balance date. NOTE 21 - MATTERS SUBSEQUENT TO THE END OF FINANCIAL YEAR Corporate On 17 September 2018, the Company issued 2,380,952 ordinary shares and 2,380,952 free attaching options as part of the Tranche 2 placement announced 19 June 2018, raising $500,000. The shares (and free attaching options) were issued at a price of $0.21 per share, under the Company’s ASX Listing Rule 7.1 capacity. Taruga Minerals Limited Page 53 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 21 - MATTERS SUBSEQUENT TO THE END OF FINANCIAL YEAR (continued) Exploration On 30 July 2018, the Company announced that all due diligence drilling at Kamilombe and Mwilu had been completed. The samples from the due diligence drilling were sent to ALS Global’s laboratory in for analysis, with results confirming high-grade Cobalt potential for both projects. A decent Copper intersection was also reported at depth at Mwilu. On 31 August 2018, the Company announced that results for the final 4 diamond drill holes at Kamilombe and the initial 3 drill holes at Mwilu have been received. Drilling at Kamilombe included significant intercepts of 13.68m at 1.21% Co from 30.47m within a broader zone of 50.87m at 0.49% Co from 5.8m. This sits immediately below the quartz/dolomite mineralised overburden which reported 5.8m at 0.2% Co from surface. A second intercept of 8.85m at 0.41% Co and 1.32% Cu was reported from 88.85m all in KMDD005. On 14 September 2018, the Company announced that all results from the due diligence drilling at Kamilombe and Mwilu had been received, and that the results supported further drilling. The Company announced that two styles of mineralisation occur at Mwilu, each with potential to host significant cobalt mineralisation. The northern flat lying zone is of lower grade, but mineralisation attains thicknesses of more than 30m, with a combined thickness of 90m in one hole, which makes it conducive to open pit mining. The southern zone is high grade and steeply dipping and is likely amendable to an underground operation. NOTE 22 - PARENT ENTITY DISCLOSURES Financial Position CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other current assets Total Current Assets NON CURRENT ASSETS Plant and equipment Investment in subsidiaries Loans to subsidiaries less impairment Total Non Current assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Total Current Liabilities 2018 $ 2017 $ 2,256,511 4,642 7,659 1,735,712 13,695 - 2,268,812 1,749,407 30,896 - 275,802 - 4,050,393 2,988,104 306,698 7,038,497 2,575,510 8,787,904 206,122 43,619 206,122 43,619 Taruga Minerals Limited Page 54 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 22 - PARENT ENTITY DISCLOSURES (continued) TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY Financial Performance 2018 $ 2017 $ 206,122 43,619 2,369,388 8,744,285 18,531,500 64,292 (16,226,404) 13,821,735 - (5,077,450) 2,369,388 8,744,285 Loss for the year Impairment Transfer of reserves to accumulated losses on expiry of options Total comprehensive loss 3,989,833 7,159,120 - 11,148,953 311,012 2,336,965 (35,040) 2,612,937 The parent entity has not entered into any guarantees in relation to debts of its subsidiaries, has no contingent liabilities, and has no commitments for acquisition of plant and equipment. Taruga Minerals Limited Page 55 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES NOTE 23 – SHARE-BASED PAYMENTS Performance Rights Valuation Item Value of underlying security Exercise price Valuation date 10-Day VWAP barrier Life of the Rights (years) Volatility Risk-free rate Dividend yield Vesting Conditions Number of Rights Value per Right Value per Tranche Tranche A $0.22 nil 1 June 2018 $0.30 3.00 60% 2.12% nil Note 1 8,500,000 $0.19 $1,589,500 Tranche B $0.22 nil 1 June 2018 $0.40 3.00 60% 2.12% nil Note 2 2,500,000 $0.16 $392,500 Tranche C $0.22 nil 1 June 2018 $0.50 3.00 60% 2.12% nil Note 3 2,500,000 $0.13 $332,500 1 The Tranche A Rights will vest upon the 10-day volume weighted average price (‘10-Day VWAP’) of shares traded on the Australian Securities Exchange (‘ASX’) being at $0.30 or greater. 2 The Tranche B Rights will vest upon the 10-Day VWAP of shares traded on the ASX being at $0.40 or greater. 3 The Tranche C Rights will vest upon the 10-Day VWAP of shares traded on the ASX being at $0.50 or greater. The above tranches of performance rights are expensed over the life of the rights (3 years). The expense included in the reporting period to 30 June 2018 was $64,292. Taruga Minerals Limited Page 56 DIRECTORS’ DECLARATION FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES In the opinion of the directors of Taruga Minerals Limited (“the company”): 1) The attached financial statements and notes thereto are in accordance with the Corporations Act 2001 including: (a) (b) complying with Australian Accounting Standards, the Corporations Regulations 2001, professional reporting requirements and other mandatory requirements; and giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its performance for the period then ended; and 2) 3) 4) There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. The financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board. This declaration has been made after reviewing the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial period ended 30 June 2018. This declaration is signed in accordance with a resolution of the Board of Directors made pursuant to s.303(5) of the Corporations Act 2001. Bernard Aylward Non-Executive Director Dated Perth 28 September 2018 Taruga Minerals Limited Page 57 INDEPENDENT AUDITOR’S REVIEW REPORT FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES Taruga Minerals Limited Page 58 INDEPENDENT AUDITOR’S REVIEW REPORT FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES Taruga Minerals Limited Page 59 INDEPENDENT AUDITOR’S REVIEW REPORT FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES Taruga Minerals Limited Page 60 INDEPENDENT AUDITOR’S REVIEW REPORT FOR THE YEAR ENDED 30 JUNE 2018 AND CONTROLLED ENTITIES Taruga Minerals Limited Page 61 ASX Additional Information ANALYSIS OF SHAREHOLDING as at 26 September 2018 1 1,001 5,001 10,001 100,001 Total on Issue 1,000 - 5,000 - - 10,000 - 100,000 - or more AND CONTROLLED ENTITIES Shareholders 203 111 76 248 108 746 The number of shareholdings held in less than marketable parcels is 351. Voting Rights Article 16 of the Constitution specifies that on a show of hands every member present in person, by attorney or by proxy shall have: a) b) for every fully paid share held by him one vote for every share which is not fully paid a fraction of the vote equal to the amount paid up on the share over the nominal value of the shares Substantial Shareholders The following substantial shareholders have notified the Company in accordance with Corporations Act 2001. Mark Gasson Hongze Group Ltd Directors’ Shareholding Shares 8,500,000 7,142,857 % 6.12 5.15 The interest of each director in the share capital of the Company is detailed in the director’s report. Securities Subject to Escrow Nil. Taruga Minerals Limited Page 62 ASX Additional Information AND CONTROLLED ENTITIES TOP TWENTY SHAREHOLDERS Rank Holder Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 MCNEIL NOM PL HSBC CUSTODY NOM AUST LTD J P MORGAN NOM AUST LTD GASSON MARK HONGZE GRP LTD RANCHLAND HLDGS PL AYLWARD BERNARD MICHAEL KHNAIZER WALID BNP PARIBAS NOM PL OAKHURST ENTPS PL CITICORP NOM PL TWO TOPS PL SAMLISA NOM PL HSBC CUSTODY NOM AUST LTD TALLTREE HLDGS PL BEBB TIFFANY VINALE PL HOLLYWOOD MARKETING WA PL ASCENT CAP HLDGS PL DING MARCUS STEVEN Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (TOTAL) Securities 18,090,494 14,524,111 10,384,373 8,500,000 7,142,857 5,761,906 4,698,586 4,057,160 3,710,677 3,609,167 3,308,437 3,300,000 2,000,000 2,000,000 2,000,000 1,666,667 1,666,666 1,554,606 1,543,335 1,524,213 101,043,255 % 13.03% 10.47% 7.48% 6.12% 5.15% 4.15% 3.39% 2.92% 2.67% 2.60% 2.38% 2.38% 1.44% 1.44% 1.44% 1.20% 1.20% 1.12% 1.11% 1.10% 72.79% Total Remaining Holders Balance 37,743,031 27.21% The name of the joint Company Secretaries are Daniel Smith and Sylvia Foong. The address of the registered office is: Level 8, 99 St Georges Terrace, Perth WA 6000. Registers of securities are held Security Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross WA 6153 Quotation has been granted for all the ordinary shares of the Company on the Australian Securities Exchange Ltd. There are nil securities currently subject to escrow. Unquoted Options over Un-issued Shares There are 9,369,047 unlisted options exercisable at $0.30 each on or before 19 June 2020. Taruga Minerals Limited Page 63 ASX Additional Information AND CONTROLLED ENTITIES Granted tenements held directly by Taruga Minerals or subsidiary company Tenements Held Country E51/1832 E53/1947 100% (In application) 100% (In application) Australia Australia Taruga Minerals Limited Page 64 

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