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
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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
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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
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REVIEW OF OPERATIONS
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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
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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
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REVIEW OF OPERATIONS
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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*
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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
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REVIEW OF OPERATIONS
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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
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REVIEW OF OPERATIONS
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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
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REVIEW OF OPERATIONS
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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.
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REVIEW OF OPERATIONS
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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
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REVIEW OF OPERATIONS
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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
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REVIEW OF OPERATIONS
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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.
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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