Annual Report 2018
THOMSON RESOURCES
Level 1, 80 Chandos Street
St Leonards, NSW 2065 Australia
ACN 138 358 728
Contents
Corporate Directory
Chairman’s Report .............................................................................1
Board of Directors
Review of Operations ..........................................................................2
Schedule of Tenements ......................................................................5
Directors’ Report ................................................................................6
Consolidated Statement of Comprehensive Income ........................13
Consolidated Statement of Financial Position .................................14
Consolidated Statement of Cash Flows ............................................15
Consolidated Statement of Changes in Equity .................................16
Consolidated Notes to the Financial Statements .............................17
Directors’ Declaration ......................................................................37
Independent Auditor’s Report ..........................................................38
Additional Information .....................................................................41
Share Registry
Company Secretary
Ivo Polovineo
Registered Office
Lindsay Gilligan
Non-Executive Chairman
Eoin Rothery
Chief Executive Officer
Gregory Jones
Non-Executive Director
Antonio Belperio
Non-Executive Director
Level 1, 80 Chandos Street
St Leonards, NSW 2065
PO Box 956,
Crows Nest, NSW 1585
Telephone: +61 (0)2 9906 6225
Email:
Website:
info@thomsonresources.com.au
www.thomsonresources.com.au
Boardroom Pty Limited
GPO Box 3993
Sydney, NSW 2001
Telephone: +61 (0)2 9290 9600
Website:
www.boardroomlimited.com.au
Auditors
Bankers
BDJ Partners
Level 13, 122 Arthur Street
North Sydney, NSW 2060
Macquarie Bank
Commonwealth Bank
Bankwest
Securities Exchange Listing
Australian Securities Exchange
ASX code: TMZ
ACN
138 358 728
Chairman’s Report
Dear Shareholder
On behalf of the directors, I am pleased to present the eighth Annual Report of Thomson Resources Ltd. The Company’s
principal focus over the year remained the Bygoo tin project, near the old Ardlethan tin mine in southwestern New South
Wales. Tin is proving to be a strategically important metal with increasing application in new technologies. Over the year,
Thomson completed two rounds of drilling at the Bygoo tin project. Targets were tested at Bygoo North, Bygoo South and
beneath intervening historical workings. High-grade tin intersections at shallow depths and of similar tenor to those
previously encountered were obtained at both North and South prospects
Thomson has also broadened its exploration focus to embrace the Bald Hill tin prospect, 20km south of the Company’s
Bygoo prospects (also on EL 8260), and the Harry Smith gold prospect. Both prospects were drilled during the year. Three
holes were drilled at Bald Hill and all intersected tin mineralisation at shallow depths; the best intersection being 15m at
0.4% Sn from 19m depth. The Harry Smith prospect shows extensive gold-in-soil anomalism defining two 500m long trends
coalescing in the area of the small Harry Smith open-cut. This prospect is interpreted as an Intrusion-Related Gold (IRG)
deposit related to the Grong Grong Granite. The Company’s drilling in March 2018 (ASX release March 26, 2018) was
focused on the anomaly trending between the Harry Smith and Golden Spray workings. Drilling was successful with all
holes intersecting significant gold mineralisation with the stand-out intersection in HSRC004 of 54m at 1.0 g/t Au from a
depth of 8m. This intersection includes two higher grade zones – 12m at 2.1 g/t Au and 6m at 1.6 g/t Au. A similar IRG
system exists some five kilometres to the southeast and is defined by two lines of historical workings at the Gladstone and
Old Belmore. There is no record of drilling on this prospect.
Follow-up drilling is planned to commence shortly at Bygoo and Harry Smith. The drilling at Bygoo will further test the three
tin greisens discovered to date – two at Bygoo North and one at Bygoo South. The Big Bygoo greisen will also be tested
in this program. The gold exploration will include drill testing of the Harry Smith-Golden Spray line and the Silver Spray
lode.
During the year Kidman Resources (ASX:KDR) and Variscan Mines (ASX:VAR) withdrew from the Browns Reef Project
and Achilles Joint Ventures. The tenements involved are now wholly owned by Thomson, although EL7891 was
subsequently surrendered. The remaining tenements are at the southern end of the Cobar Basin and are prospective for
Cobar-type deposits. Three joint ventures remain in place – Bygoo (ELs 8260 and 8163) with private Canadian investor,
BeiSur OstBarat Agency Ltd; Wilga Downs (EL 8136) with Silver City Minerals Limited (ASX:SCI) and Havilah (EL 7391)
with Silver Mines Ltd (ASX:SVL). Total cash payments received under the Bygoo JV (see ASX announcement of 5 July
2018) are A$1,500,000 of the $3 million investment required to earn an initial 51%. The option to acquire a further 25% for
A$22m remains active. Negotiations with BeiSur OstBarat Agency Ltd towards the end of the financial year resulted in gold
targets being excluded from the Bygoo JV agreement, thus allowing Thomson to independently pursue testing of the Harry
Smith prospect.
The construction of a tin processing plant at Ardlethan, as planned by EOE (No.75) Pty Ltd, has potential synergies for
Thomson’s tin projects in the area, however no substantive negotiations have taken place with the proprietors and there is
no guarantee that any arrangement would be entered into.
The Company has maintained an active exploration program over the year and has expanded its portfolio to include exciting
gold opportunities to complement its suite of excellent tin projects. The Ardlethan area offers an immense opportunity for
further discoveries of substantial tin resources and we look forward to expanding the resource base in the Bygoo JV area.
The Board very much appreciates the strong shareholder support. Our CEO, Mr Eoin Rothery, must come in for special
mention. His technical leadership of the Company’s exploration program has been absolutely invaluable.
Lindsay Gilligan PSM
Chairman
1 > Thomson Resources Ltd Annual Report 2018
Review of Operations
Project Activities
Bygoo Project – tin
Thomson Resources continued to progress the Bygoo tin project, with two new greisens discovered, as well as extending
the two known greisens at Bygoo North and Bygoo South. The new greisens at Bygoo North and Bald Hill will contribute to
the previous Exploration Target of 0.9 to 1.44 million tonnes at a grade of 0.8 – 1.4% tin with 2,400 to 6,700 tonnes of
contained tin (see Thomson’s ASX release 29 July 2016). It should be noted that the potential quantity and grade is
conceptual in nature. There has been insufficient exploration to estimate a Mineral Resource, and that it is uncertain if
further exploration will result in the estimation of a Mineral Resource. Drilling is planned to test the validity of this Target and
to convert it to resource status.
The better drill intersections through the year were –
Bygoo North (Main Zone)
19m at 1.0% Sn from 49m depth (BNRC40)
6m at 0.8% Sn from 80m and 7m at 0.7% Sn from 95m (BNRC39)
7m at 0.9% Sn from 124m (BNRC50)
Bygoo North (Dumbrells Zone)
8m at 1.2% Sn from 16m depth (BNRC38)
10m at 1.0% Sn from 22m depth (BNRC51)
12m at 0.6% Sn from 26m depth (BNRC44)
8m at 0.8% Sn from 62m (BNRC46)
Bygoo South
7m at 1.3% Sn from 22m depth (BNRC35)
Bald Hill
15m at 0.4% Sn from 19m depth (BHRC01)
For details of drilling see Thomson’s ASX releases of 31 August, 2017, 19 March 2018 and 5 April 2018.
The Main Zone at Bygoo North runs east-west, while the newly discovered zone runs north-south through the old Dumbrells
pit. Further south the Bygoo South greisen appears to run southeast from the old Smiths historic workings.
The fourth new hard-rock tin discovery is at Bald Hill 25km south of Bygoo. This hard-rock mineralisation may have partly
contributed to the historically defined alluvial tin resource estimated to contain 2,501,875 tonnes at 524 ppm Sn (0.05%) with
an average thickness of 9.5m over a strike length of 1100m, containing 1,300 tonnes of tin metal (details given in Thomson’s
ASX release of 30 September 2016). It should be noted that the potential quantity and grade is conceptual in nature. There
has been insufficient exploration to estimate a Mineral Resource, and that it is uncertain if further exploration will result in the
estimation of a Mineral Resource. No more recent work has been done to update this resource. The relevance of this historic
resource is that it is a significant deposit of tin thought to be sourced by weathering from an as yet undiscovered hard rock
deposit in the Bald Hill area.
These four discoveries are at the first three prospects tested on EL 8260; several compelling prospects are still to be
investigated, particularly at the Big Bygoo group of historic workings, to which Thomson has recently gained an access
agreement. Drilling is planned to extend the four known greisens and follow up the new potential.
The Bygoo Project comprises two Exploration Licences: EL 8260 surrounding the old Ardlethan Tin Mine and containing the
Bygoo prospects and EL 8163 surrounding the historic Gibsonvale alluvial tin workings. The tin mine at Ardlethan was the
most productive on the Australian mainland. From its discovery in 1912 until 1986, when mining ceased following a collapse
in the price of tin, it processed over 9 million tonnes of ore containing 48,000 tonnes of tin (Paterson, 1990).
The Bygoo Project is funded under a “Farm In” agreement with a private Canadian investor. Funds totalling $A1,280,000
were received under the Farm In during the year, bringing the total contributed to $1.5 million. A further $1.5 million is due by
2 > Thomson Resources Ltd Annual Report 2018
Review of Operations
April 2019 to earn the investor 51% of the project (see Thomson’s ASX Release of 5 July 2018). At year end Thomson
Resources had $800,000 on hand which will be used to progress towards a JORC statement in early 2019.
Frying Pan Project – gold
Several promising gold occurrences occur on EL 8531 including the historic mines at Mallee Hen and Harry Smith.
Five holes for 558m were drilled on EL 8531 near old workings along the 400m strike length of the known lode (see ASX
release of 26 March 2018). The standout intersection of 54m at 1.0 g/t Au from 8m depth in HSRC004 suggests strong
shallow potential and the occurrence of multiple gold bearing quartz veins. An amendment to the Bygoo Farm In and Joint
Venture Agreement excised this EL 8531 from the JV and accordingly it reverted to 100% ownership by Thomson
Resources from 5 April 2018. Follow up drilling is planned.
Mt Paynter Project – tin and tungsten
The Mt Paynter exploration licence (EL 8392) was granted in late 2015. The EL covers a significant tin-tungsten (Sn-W)
occurrence at Mt Paynter in southern NSW. Mt. Paynter is within the Lachlan Fold Belt within a similar geological setting to
Thomson’s Bygoo project.
A small Inferred JORC 2004 Resource was defined on the Main Lode in 2007. This comprises 245,000 tons grading 0.45%
tungsten and 0.27% tin (1100 tons of tungsten and 660 tons of tin). This information was prepared and first disclosed under
the JORC Code 2004 (details in Thomson Resources release of 30 September 2015). It has not been updated since to
comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported.
There are prospects for additional mineralisation on the main lode with potential to extend to the east and west as well as
down dip. There are also several other veins in the area that have not been drill tested. Access is currently being sought
under the rules of exploration on Crown Lands.
Co-operative Drilling Grants
Two grants under the now cancelled New Frontiers Cooperative Drilling program expired during the year. Thomson had
been awarded $170,000 direct drilling support for two gold projects - Mt Jacob and Cuttaburra. At Mt Jacob an access
arrangement with Crown Lands has not yet been obtained. At Cuttaburra, results from the Southern Thomson Orogen
drilling project undertaken by Geoscience Australia and the Geological Survey of NSW on similar magnetic anomalies have
not been fully assessed or reported.
Joint Ventures
Thomson Resources has succeeded in forming partnerships with several companies to fund exploration on lower priority
holdings. Silver City Minerals Limited (ASX:SCI) continue to explore at the Wilga Downs project (EL 8136) located
approximately 80 kilometres north of Cobar, New South Wales. Silver Mines Limited (ASX:SVL) also progressed the Havilah
copper-silver joint venture (EL 7391).
During the quarter Kidman Resources (ASX:KDR) and Variscan Mines (ASX:VAR) withdrew from the Browns Reef Project
and Achilles Joint Ventures. The tenements involved, now wholly owned by Thomson, are ELs 7746, 7891, 7931 and 8604
(the latter replaced EL 8103). After a review of prospectivity EL7891 was surrendered. The tenement group is prospective
for Cobar-type deposits at the southern end of the Cobar Basin. The ELs surround (but do not include) the Browns Reef
zinc-lead-copper-silver-gold deposit. The tenement group is prospective for Cobar-type deposits at the southern end of the
Cobar Basin. The ELs surround (but do not include) the Browns Reef deposit for which Kidman in December 2014,
announced an exploration target consisting of:
27 to 37Mt grading at 1.3-1.4% Zn, 0.6 – 0.7% Pb, 9-10g/t Ag and 0.2-0.3% Cu**
** “The potential quantity and grade is conceptual in nature and there has been insufficient exploration to define a Mineral
Resource. It is uncertain if further exploration will result in the determination of a Mineral Resource.” For details refer to the
ASX announcement by Kidman Resources (ticker “KDR”) of 29 December, 2014.
3 > Thomson Resources Ltd Annual Report 2018
Review of Operations
Figure 3: Thomson Resources Projects
Competent Person
The information in this report that relates to Exploration Targets, Exploration Results, Mineral Resources or Ore Reserves is
based on information compiled by Eoin Rothery, (MSc), who is a member of the Australian Institute of Geoscientists. Mr
Rothery is a part-time employee of Thomson Resources Ltd. Mr Rothery has sufficient experience which is relevant to the
style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a
Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves”. Mr Rothery consents to the inclusion in the report of the matters based on his information in
the form and context in which it appears.
This announcement contains information extracted from the following reports: Thomson Resources ASX Releases 30
September 2015, 29 July 2016, 30 September 2016, 31 August 2017, 28 June 2017, 26 March 2018, 5 April 2018, 19 June
2018 and 5 July 2018 and are available to view on the website www.thomsonresources.com.au. The Company confirms that
it is not aware of any new information or data that materially affects the information included in the original market
announcements. The Company confirms that the form and context in which the Competent Person’s findings are presented
have not been materially modified from the original market announcements.
4 > Thomson Resources Ltd Annual Report 2018
Schedule of Tenements
As at 6 September 2018
Tenement
Tenement No.
Interest
Joint Venture Details
New South Wales
Cuttaburra
Havilah
Achillles
Chiron
Toburra
Wilga Downs
Gibsonvale
Mt Jacob
Bygoo
Mt Paynter
Frying Pan
Whooey
EL = Exploration Licence
EL 6224
EL 7391
EL 7746
EL 7931
EL 8011
EL 8136
EL 8163
EL 8256
EL 8260
EL 8392
EL 8531
EL 8604
100%
100%
Silver Mines Limited can earn 80%
100%
100%
100%
100%
Silver City Minerals can earn 80%
100%
Note 1, a private investor can earn up to 75%
100%
100%
Note 1, a private investor can earn up to 75%
100%
100%
A private investor can earn up to 75%
100%
Note 1:
ELs 8163 and 8260 are held by Riverston Tin Pty Ltd which became a wholly owned subsidiary
of Thomson Resources on 26 March 2015.
5 > Thomson Resources Ltd Annual Report 2018
Directors’ Report
Your Directors submit their report for the year ended 30
June 2018.
Directors
The names and details of the Company’s Directors in
office during the financial year and until the date of this
report are as follows. Directors were in office for this
entire period unless stated.
Lindsay Gilligan, PSM, BSc (Hons),
MAppSc, MBA, FAIG, FSEG
Non-executive chairman
Director since 16 December 2009
Lindsay was formerly the Director of the Geological
Survey of New South Wales. Lindsay’s career has
focused on the geology of mineral resources and
fostering mineral exploration and discovery in the state
and has over 40 years’ experience as a geologist.
in government
Lindsay has extensive experience
geoscience. He has published widely on aspects of
mineral deposits. Whilst Director, he led the NSW State
Government’s highly
successful New Frontiers
exploration initiative. He has actively promoted mineral
exploration investment in New South Wales both
nationally and internationally.
Lindsay has a broad network across the exploration
industry, government, and research organisations, as
well as internationally in both government and industry
and has a high public profile in the minerals industry.
He is currently a director on the governing board of
Deep Exploration Technologies Cooperative Research
Centre Ltd. He also consults to Commonwealth and
state agencies on government geoscience issues.
Lindsay was awarded the Public Service Medal in the
2008 Queen’s Birthday Honours and, in the same year,
was also awarded the Australian Mining magazine’s
“Most Outstanding Contribution to Australian Mining”
Award.
During the past three years Lindsay has not served as a
director of any other listed companies.
Eoin Rothery, MSc MAIG, RPGeo
Chief executive officer, Executive director
Director since 8 July 2010
Eoin was educated at Trinity College, Dublin, Ireland
and spent 10 years in the resources industry there
exploring for copper, zinc, uranium, gold and silver,
before emigrating to Australia in 1989. Near-mine
exploration followed at the major base metal deposits of
Broken Hill and Macarthur River.
6 > Thomson Resources Ltd Annual Report 2018
the
that discovered 15 million
Moving to WA in 1997, Eoin supervised the drill out and
resource estimation of
first million ounce
underground gold resource at Jundee Gold Mine. At
Consolidated Minerals from 2001 Eoin was in charge of
the successful manganese exploration at Woodie
Woodie,
tons of ore,
increasing both the mine life and resource base 4-fold,
as well as managing successful iron ore, chromite and
nickel exploration. Eoin was Managing Director of ASX
listed India Resources Limited (IRL) for three years
from start up in October 2006. IRL’s Surda copper mine
broke a 50 year production record in its first full year of
production. Eoin has led Thomson Resources since
2009, through the initial IPO and to the Bygoo discovery.
During the past three years Eoin has not served as a
director of any other listed companies.
Gregory Jones, BSc (Hons), MAusIMM,
MAIG
Non-executive director
Director since 17 July 2009
companies
Greg is a geologist with over 30 years of exploration
and operational experience gained in a broad range of
commodities within Australia and
metalliferous
overseas. Greg has held senior positions in a number of
resource
including Western Mining
Corporation and Sino Gold Mining Limited. His
experience spans the spectrum of exploration activity
from grass-roots exploration
resource
definition and new project generation, as well as mine
geology, ore resource/reserve generation and new mine
development.
through
to
Greg was awarded the Institute Medal for academic
excellence whilst at university and is credited with
several economic discoveries including the Blair nickel
and the Orion gold deposits in Western Australia.
During the past three years Greg has also served as a
director of the following listed companies:
Variscan Mines Limited – appointed 20 April 2009
Eastern Iron Limited – appointed 24 April 2009,
resigned 27 November 2017
Silver City Minerals Limited – appointed 30 April
2009
Moly Mines Limited – appointed August 2014,
resigned 17 April 2018
Antonio Belperio, PhD, BSc (Hons)
Non-executive director
Director since 17 July 2009
Tony is a geologist with over 35 years’ experience in a
broad
including
environmental, marine and exploration geology.
range of geological disciplines
Directors’ Report
He has held research positions at the Universities of
Adelaide and Queensland, and was Chief Geologist
with the South Australian Department of Mines and
Energy prior to joining the Minotaur Group.
He held the positions of Chief Geologist and Exploration
Manager with Minotaur Gold, Minotaur Resources and
Minotaur Exploration from 1996 to 2007.
Tony is currently Director of Business Development at
Minotaur Exploration Ltd. He has been awarded the
University of Adelaide’s Tate Memorial Medal, the
Geological Society of Australia’s Stillwell Award, Bruce
Webb Medal, and AMEC’s Prospector of the Year
(jointly) in 2003.
During the past three years Tony has also served as a
director of the following listed company:
Minotaur Exploration Limited – appointed 22
August 2007
Directors' interests in shares and
options
As at the date of this report, the interests of the
Directors in the shares and options of the Company
were:
Shares directly
and indirectly
held
110,000
2,110,000
310,000
1,500,000
Options
1,000,000
3,500,000
1,000,000
1,000,000
L Gilligan
E Rothery
G Jones
T Belperio
Company Secretary
Ivo Polovineo, FIPA
Ivo was appointed Company Secretary of Thomson
Resources on 16 February 2010. Ivo has over 30 years’
finance and
in corporate accounting,
experience
company secretarial work for a diverse range of
companies. He has spent the past 20 years in senior
management roles in the resources sector including 7
years as company secretary (and 5 years as CFO) of
Sino Gold Mining Limited (a former ASX 100 company)
until December 2009.
Ivo is currently also Company Secretary of Silver City
Minerals Limited and Lynas Corporation Ltd.
Principal activities
The principal activity of the consolidated entity is
exploration for the discovery and delineation of high
grade base and precious metal deposits particularly
7 > Thomson Resources Ltd Annual Report 2018
within NSW and the development of those resources
into cash flow generating businesses.
Results
The net result of operations of the consolidated entity
after applicable income tax expense was a profit of
$665,909 (2017: loss $148,685).
Dividends
No dividends were paid or proposed during the period.
Review of operations
A review of the operations of the Company during the
financial period and the results of those operations
commence on page 2 in this report.
Significant changes in the state
of affairs
The Directors are not aware of any significant changes
in the state of affairs of the Group occurring during the
financial period, other than as disclosed in this report.
Significant events after the
balance date
There were, at the date of this report, no matters or
circumstances which have arisen since 30 June 2018
that have significantly affected or may significantly
affect the operations of the Group, the results of those
operations, or the state of affairs of the Group, in future
financial years, other than:
The Company issued 7,200,000 ordinary shares at
$0.05 per share in July 2018 in a placement.
The Company issued 1,000,000 ordinary shares at
$0.034 per share in August 2018 in lieu of a
creditor payment.
Likely developments and
expected results
As the Company’s areas of interest are at an early
stage of exploration, it is not possible to postulate likely
developments and any expected results. The Company
is hoping to establish resources from some of its current
prospects and to identify further base and precious
metal targets.
relation
impacts
Resources and Energy, which specify guidelines for
environmental
to exploration
in
activities. The licence conditions provide for the full
rehabilitation of the areas of exploration in accordance
with the Department’s guidelines and standards. There
have been no significant known breaches of the licence
conditions.
Remuneration report (audited)
This remuneration report for the year ended 30 June
2018 outlines the remuneration arrangements of the
Company and the Group in accordance with the
requirements of the Corporations Act 2001 (the Act)
and its regulations. This information has been audited
as required by section 308(3C) of the Act.
The remuneration report details
the remuneration
arrangements for key management personnel (KMP)
who are defined as those persons having authority and
responsibility for planning, directing and controlling the
major activities of the Company and the Group, directly
or indirectly, including any director (whether executive
or otherwise) of the parent company.
Details of key management personnel
(KMP)
Details of KMP including the top five remunerated
executives of the Group are set out below.
Directors
L Gilligan
E Rothery
G Jones
A Belperio
Chairman
Executive Director/CEO
Non-Executive Director
Non-Executive Director
Key management personnel
I Polovineo
Company Secretary
Directors’ Report
Shares under option or issued on
exercise of options
Details of unissued shares or interests under option for
Thomson Resources Ltd as at the date of this report
are:
No. shares
under
option
1,500,000
Class of
share
Ordinary
Exercise
price of
option
$0.06
Expiry date
of options
26 Nov 18
5,500,000
Ordinary
$0.06
24 Nov 19
203,077
100,000
480,000
Ordinary
$0.065
29 May 20
Ordinary
$0.06
27 Aug 20
Ordinary
$0.0525
13 Oct 20
97,879
Ordinary
$0.0613
20 Dec 20
280,000
Ordinary
$0.075
29 Mar 21
8,160,956
The holders of these options do not have the right, by
virtue of the option, to participate in any share issue of
the Company or of any other body corporate or
registered scheme.
There were no shares issued during or since the end of
the financial year as a result of exercise of the above
options.
Indemnification and insurance of
directors and officers
Indemnification
The Company has not, during or since the end of the
financial period, in respect of any person who is or has
been an officer of the Company or a related body
corporate indemnified or made any relevant agreement
for indemnifying against a liability incurred as an officer,
including costs and expenses in successfully defending
legal proceedings.
Insurance premiums
During the financial period the Company has paid
premiums to insure each of the directors and officers
against liabilities for costs and expenses incurred by
them in defending any legal proceedings arising out of
their conduct while acting in the capacity of director or
officer of the Company, other than conduct involving a
wilful breach of duty in relation to the Company.
The premiums paid are not disclosed as such
disclosure is prohibited under the terms of the contract.
Environmental performance
Thomson Resources holds exploration licences issued
Industry –
by New South Wales Department of
8 > Thomson Resources Ltd Annual Report 2018
at Board meetings and otherwise in the execution of
their duties as Directors.
The Chairman’s fee is set at $50,000 p.a. and NED fees
at $36,000 p.a. At present, no Committee fees are paid
to Directors.
On 1 October 2014 the Directors temporarily reduced
their fees by $10,000 per annum with a further
reduction from 1 January 2015 to 50% of their fees.
On 1 April 2016 the Directors temporarily stopped
receiving Directors fees.
On 1 April 2018 the Directors commenced receiving
fees at a reduced rate, being Chairman’s fee of $15,000
p.a. and NED fees at $10,000 p.a.
Service agreements
Remuneration and other terms of employment for key
management personnel are formalised in employment
contracts and contractors agreements. Details of these
agreements are set out below.
Executive Director/CEO – Eoin Rothery
Contract term: Commenced 8 July 2010. No fixed
term. Either party may terminate the letter of
employment with 2 months’ notice.
Remuneration: $249,138 p.a. (full time rate) as at
31 March 2016 to be reviewed annually. From 1
April 2016 Eoin changed to part time employment
working 50% of a week reducing his salary to
$124,569 p.a. at 30 June 2018.
Termination payments: A 3 month severance pay
with an additional 3 months after more than five
years employment.
Company Secretary – Ivo Polovineo
Contract term: 12 month rolling contract. Either
party may terminate the contract with 30 days’
notice.
Remuneration: $1,350 per day plus GST as at 30
June 2018 (2017: $1,250 per day).
Termination payments: Nil.
Directors’ Report
Remuneration philosophy
the Company’s
framework aligns executive
The objective of
remuneration
framework is to ensure reward for performance is
competitive and appropriate for the results delivered.
The
reward with
achievement of strategic objectives and the creation of
value
that
for shareholders. The Board believes
following key
executive remuneration satisfies
criteria:
the
Competitiveness and reasonableness.
Acceptability to shareholders.
Performance
linkage/alignment
of
executive
compensation.
Transparency.
Capital management.
These criteria result in a framework which can be used
to provide a mix of fixed and variable remuneration, and
a blend of short and long-term incentives in line with the
Company’s limited financial resources.
Fees and payments to the Company’s Non-Executive
Directors and Senior Executives reflect the demands
which are made on, and the responsibilities of, the
Directors and the senior management. Such fees and
payments are reviewed annually by the Board. The
Company’s Executive and Non-Executive Directors,
Senior Executives and Officers are entitled to receive
options under the Company’s Employee Share Option
Scheme.
Non-executive director (NED)
remuneration arrangements
the remuneration of
Directors are entitled to remuneration out of the funds of
the Non-
the Company but
Executive Directors may not exceed in any year the
amount fixed by the Company in general meeting for
that purpose. The aggregate remuneration of the Non-
Executive Directors has been fixed at a maximum of
$250,000 per annum to be apportioned among the Non-
Executive Directors in such a manner as the Board
determines. Directors are also entitled to be paid
travelling, accommodation and other
reasonable
expenses incurred in consequence of their attendance
9 > Thomson Resources Ltd Annual Report 2018
Directors’ Report
Directors and key management personnel remuneration for the year ended 30 June
2018
Short-term
benefits
Cash salary and
fees
$
3,425
113,762
2,283
2,283
121,753
Directors
L Gilligan
E Rothery
G Jones
T Belperio
Other key management personnel
I Polovineo
30,400
152,153
Post
employment
Share-based
payments
Superannuation
$
Options
$
Total
$
Consisting of
options
%
325
10,807
217
217
11,566
-
11,566
-
-
-
-
-
-
-
3,750
124,569
2,500
2,500
133,319
30,400
163,719
-
-
-
-
-
No performance based remuneration was paid in the 2018 and 2017 financial period.
Directors and key management personnel remuneration for the year ended 30 June
2017
Short-term
benefits
Cash salary and
fees
$
Post
employment
Share-based
payments
Superannuation
$
Options
$
Total
$
Consisting of
options
%
Directors
L Gilligan
E Rothery
G Jones
T Belperio
-
113,762
-
-
-
10,807
-
-
21,900
43,800
21,900
21,900
113,762
10,807
109,500
Other key management personnel
I Polovineo
30,000
143,762
-
10,807
10,950
120,450
21,900
168,369
21,900
21,900
234,069
40,950
275,019
100%
26%
100%
100%
27%
Share-based compensation
Employee share option plan
The Company has adopted an Employee Share Option Plan in order to assist in the attraction, retention and motivation
of employees and key consultants to the Company. At the date of this report there are 500,000 options on issue pursuant
to the Employee Option Plan.
10 > Thomson Resources Ltd Annual Report 2018
Directors’ Report
Compensation options: granted and vested during the year
There were no share based payments granted to Directors and Key Management personal during the financial year.
There were no alterations to the terms and conditions of options granted as remuneration since their grant date. There
were no forfeitures during the period.
Meetings of directors
The following table sets out the number of Directors’ meetings (including meetings of Committees of Directors) held
during the financial year and the number of meetings attended by each director:
Directors
L Gilligan
E Rothery
G Jones
T Belperio
Board of directors
Audit committee
Remuneration committee
Held
Attended
Held
Attended
Held
Attended
5
5
5
5
5
5
4
5
2
-
2
2
2
-
1
2
1
-
1
1
1
-
0
1
11 > Thomson Resources Ltd Annual Report 2018
Directors’ Report
Auditor’s independence
Auditor's Independence Declaration
To the directors of Thomson Resources Ltd
As engagement partner for the audit of Thomson Resources Ltd for the year ended 30 June 2018, I declare that, to the
best of my knowledge and belief, there have been:
i)
ii)
no contraventions of the independence requirements of the Corporations Act 2001 in relation to the audit;
and
no contraventions of any applicable code of professional conduct in relation to the audit.
BDJ Partners
Chartered Accountants
…………………………………….
Anthony J Dowell
Partner
25 September 2018
Non-audit services
The Company’s auditor, BDJ Partners did not provide non-audit services during the year ended 30 June 2018 (2017: nil).
The Directors are satisfied that the provision of any non-audit services is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001. The nature and scope of each type of non-audit
service provided means that auditor independence was not compromised.
Signed at Sydney this 26th day of September 2018 in accordance with a resolution of the Directors.
Lindsay Gilligan PSM
Chairman
12 > Thomson Resources Ltd Annual Report 2018
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2018
Revenue
ASX and ASIC fees
Audit fees
Contract administration services
Depreciation expense
Employee costs (net of costs recharged to exploration projects)
Exploration expenditure expensed
Insurance
Rent
Share based payments
Other expenses from ordinary activities
Profit/(loss) before income tax expense
Income tax expense
Profit/(loss) after income tax expense
Other comprehensive income
Other comprehensive income for the period, net of tax
Other comprehensive income
Total comprehensive income/(loss) attributable to members
of Thomson Resources Ltd
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents per share)
Note
3
2018
$
2017
$
1,166,089
207,131
17
8
13
4
12
14
14
(25,065)
(24,800)
(67,937)
(1,026)
(26,872)
(291,864)
(12,781)
(21,600)
-
(28,235)
665,909
(25,705)
(25,000)
(64,547)
(1,047)
(8,426)
(48,513)
(12,356)
(21,600)
(120,450)
(28,172)
(148,685)
-
-
665,909
(148,685)
-
-
-
-
665,909
(148,685)
0.65
0.65
(0.15)
(0.15)
The Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
13 > Thomson Resources Ltd Annual Report 2018
Consolidated Statement of Financial Position
As at 30 June 2018
Current assets
Cash and cash equivalents
Receivables
Tenement security deposits
Total current assets
Non-current assets
Tenement security deposits
Property, plant and equipment
Deferred exploration and evaluation expenditure
Total non-current assets
Total assets
Liabilities
Payables
Provisions
Total current liabilities
Non-current liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Accumulated losses
Reserves
Total equity
Note
5
6
7
7
8
9
10
10
11
12
13
2018
$
802,650
12,366
10,000
825,016
120,000
3,484
2,441,127
2,564,611
3,389,627
93,386
42,451
135,837
32,135
32,135
167,972
3,221,655
2017
$
146,345
10,361
-
156,706
110,000
1,492
2,053,144
2,164,636
2,321,342
78,693
37,084
115,777
29,668
29,668
145,445
2,175,897
8,460,208
(5,466,553)
228,000
3,221,655
8,138,559
(6,174,657)
211,995
2,175,897
The Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
14 > Thomson Resources Ltd Annual Report 2018
Consolidated Statement of Cash Flows
For the year ended 30 June 2018
Note
Cash flows from operating activities
Payment to suppliers and employees
Consulting fees
Joint venture income
R&D tax concession offset
Interest received
Net cash flows (used in) operating activities
24
Cash flows from investing activities
Expenditure on mining interests (exploration)
Purchase of plant and equipment
Tenement security deposits
Net cash flows (used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares/share applications
Proceeds from borrowings
Repayment of borrowings
Equity raising expenses
2018
$
(315,907)
-
1,280,000
-
1,818
965,911
(547,537)
(3,018)
(20,000)
(570,555)
310,949
-
(50,000)
-
2017
$
(123,738)
2,500
220,000
4,081
550
103,393
(321,473)
(1,167)
-
(322,640)
163,583
80,000
(30,000)
-
Net cash flows from financing activities
260,949
213,583
Net increase/(decrease) in cash held
Add opening cash brought forward
Closing cash carried forward
656,305
146,345
802,650
(5,664)
152,009
146,345
24
The Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
15 > Thomson Resources Ltd Annual Report 2018
Consolidated Statement of Changes in Equity
For the year ended 30 June 2018
At 1 July 2016
Profit/(loss) for the period
Other comprehensive income
Total comprehensive income/(loss) for the
period
Transactions with owners in their capacity as
owners:
Share based payments
Issue of share capital, net of transaction costs
Issue of unlisted options
Expired/exercised option value transferred to
Accumulated Losses
13
11
13
13
Issued
capital
$
Accumulated
losses
$
Reserves
$
Total
equity
$
Note
7,974,976
(6,119,107)
171,480
2,027,349
-
-
-
-
163,583
-
-
(148,685)
-
(148,685)
-
-
-
(148,685)
-
(148,685)
-
-
-
120,450
120,450
-
163,583
13,200
13,200
93,135
(93,135)
-
At 30 June 2017
8,138,559
(6,174,657)
211,995
2,175,897
At 1 July 2017
Profit/(loss) for the period
Other comprehensive income
Total comprehensive income/(loss) for the
period
Transactions with owners in their capacity as
owners:
Issue of share capital, net of transaction costs
Issue of unlisted options
Expired/exercised option value transferred to
Accumulated Losses
8,138,559
(6,174,657)
211,995
2,175,897
-
-
-
665,909
-
665,909
-
-
-
-
58,200
665,909
-
665,909
321,649
58,200
321,649
-
-
-
-
42,195
(42,195)
-
At 30 June 2018
8,460,208
(5,466,553)
228,000
3,221,655
The Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
16 > Thomson Resources Ltd Annual Report 2018
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
1. Corporate information
The financial report of Thomson Resources Ltd (the
Company) for the year ended 30 June 2018 was
authorised for issue in accordance with a resolution of
the Directors on 26 September 2018.
Thomson Resources Ltd (the parent) is a company
limited by shares, incorporated on 17 July 2009 and
domiciled in Australia whose shares are publicly traded
on the Australian Securities Exchange Ltd using the
ASX code TMZ.
The consolidated financial statements comprise the
financial statements of Thomson Resources Ltd and its
subsidiaries (the Group or Consolidated Entity).
The nature of the operations and principal activities of
the Company are described in the Directors’ Report.
2. Summary 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 and
Australian Accounting Standards. The financial report
has been prepared on a historical cost basis. All
amounts are presented in Australian dollars.
Statement of compliance
law. Accounting Standards
The financial report is a general purpose financial report
which has been prepared in accordance with the
Corporations Act 2001, Accounting Standards and
Interpretations, and complies with other requirements of
include Australian
the
equivalents
International Financial Reporting
Standards (AIFRS). Compliance with AIFRS ensures
that the financial statements and notes of the Group
comply with International Financial Reporting Standards
(IFRS).
to
Basis of consolidation
The consolidated financial statements comprise the
financial statements of Thomson Resources Ltd
(Thomson or
its subsidiaries
the Company) and
(collectively, the Group) as at 30 June each year.
The financial statements of subsidiaries are prepared
for the same reporting period as the parent company,
using consistent accounting policies.
All intercompany balances and transactions, income
and expenses and profit and losses resulting from intra-
group transactions have been eliminated in full.
17 > Thomson Resources Ltd Annual Report 2018
Non-controlling interests are allocated their share of
profit after tax in the statement of comprehensive
income and are presented within equity
the
consolidated statement of financial position, separately
from the equity of the owners of the parent. Losses are
attributable to the non-controlling interest even if that
results in a deficit balance.
in
Subsidiaries are fully consolidated from the date on
which control is transferred to the Group and cease to
be consolidated from the date on which control is
transferred out of the Group. At this date, any retained
interest in the entity is remeasured to its fair value with
the change in carrying amount recognised in profit or
loss. The fair value is the initial carrying amount for the
purposes of subsequently accounting for the retained
interest as an associate.
Property, plant and equipment
Plant and equipment is stated at cost less accumulated
depreciation and any impairment in value. Depreciation
is calculated on a straight-line basis over the estimated
useful life of the asset as follows:
Plant and equipment – 5 years.
Impairment
The carrying values of plant and equipment are reviewed for
impairment when events or changes in circumstances
indicate the carrying value may not be recoverable.
An item of plant and equipment is derecognised upon
disposal. Any gain or loss arising on derecognition of
the asset (calculated as the difference between the net
disposal proceeds and the carrying amount of the item)
is included in the income statement in the period the
item is derecognised.
Borrowing costs
Borrowing costs are recognised as an expense when incurred.
Interest in jointly controlled operations
– joint ventures
The Group has an interest in exploration joint ventures
that are jointly controlled. A joint venture is a contractual
arrangement whereby two or more parties undertake an
economic activity that is subject to joint control. A jointly
controlled operation involves use of assets and other
resources of the venturers rather than establishment of
a separate entity. The Group recognises its interest in
the jointly controlled operations by recognising the
assets that it controls and the liabilities that it incurs.
The Group also recognises the expenses that it incurs
and its share of any income that it earns from the sale
of goods or services by the jointly controlled operations.
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
Purchases and sales of financial assets that require
delivery of assets within the time frame generally
established by regulation or convention in the market
place are recognised on the trade date, being the date
that the Group commits to purchase he asset.
Exploration, evaluation, development
and restoration costs
Exploration and evaluation
Exploration and evaluation expenditure incurred by or
on behalf of the Group is accumulated separately for
each area of interest. Such expenditure comprises net
direct costs and an appropriate portion of related
overhead expenditure, but does not include general
overheads or administrative expenditure not having a
specific connection with a particular area of interest.
Exploration and evaluation costs in relation to separate
areas of interest for which rights of tenure are current
are brought to account in the year in which they are
incurred and carried forward provided that:
Such costs are expected to be recouped through
successful development and exploitation of the
area, or alternatively through its sale.
Exploration and/or evaluation activities in the area
have not yet reached a stage which permits a
the existence or
reasonable assessment of
otherwise of economically recoverable reserves.
Once a development decision has been taken, all past
and future exploration and evaluation expenditure in
respect of the area of interest is aggregated within costs
of development.
Exploration and evaluation – impairment
The Directors assess at each reporting date whether
there is an indication that an asset has been impaired
and for exploration and evaluation cost whether the
above carry-forward criteria are met.
Accumulated costs in respect of areas of interest are
written off or a provision made in the Income Statement
when the above criteria do not apply or when the
Directors assess that the carrying value may exceed
the recoverable amount. The costs of productive areas
are amortised over the life of the area of interest to
which such costs relate on the production output basis,
provisions would be reviewed and if appropriate, written
back.
Recoverable amount of assets
At each reporting date, the Group assesses whether
there is any indication that an asset may be impaired.
Where an indicator of impairment exists, the Group
makes a formal estimate of recoverable amount. Where
the carrying amount of an asset exceeds its recoverable
amount the asset is considered impaired and is written
down to its recoverable amount. Recoverable amount is
the greater of fair value less costs to sell and value in
use.
Investments
initial
recognition,
All investments are initially recognised at cost, being the
fair value of the consideration given and including
acquisition charges associated with the investment.
After
investments, which are
classified as held-for-trading and available-for-sale, are
measured at fair value. Gains or losses on investments
income
held-for-trading are
recognised
statement. Gains or
losses on available-for-sale
investments are recognised as a separate component
of equity until the investment is sold, collected or
otherwise disposed of, or until the investment is
determined to be impaired, at which time the cumulative
gain or loss previously reported in equity is included in
the income statement.
the
in
fixed
financial
assets with
or
Non-derivative
determinable payments and fixed maturity are classified
as held-to-maturity when the Group has the positive
intention and ability to hold to maturity. Investments
intended to be held for an undefined period are not
included
long-term
investments that are intended to be held-to-maturity,
such as bonds, are subsequently measured at
amortised cost using the effective interest method.
this classification. Other
in
Amortised cost is calculated by taking into account any
discount or premium on acquisition, over the period to
maturity.
For investments carried at amortised cost, gains and
losses are recognised in income when the investments
are derecognised or impaired, as well as through the
amortisation process. For investments that are actively
traded in organised financial markets, fair value is
determined by reference to Securities Exchange quoted
market bid prices at the close of business on the
balance sheet date. For investments where there is no
quoted market price, fair value is determined by
reference to the current market value of another
instrument which
is
is substantially
calculated based on the expected cash flows of the
underlying net asset base of the investment.
the same or
18 > Thomson Resources Ltd Annual Report 2018
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
Development
Development expenditure incurred by or on behalf of
the Group is accumulated separately for each area of
interest in which economically recoverable reserves
have been identified to the satisfaction of the directors.
Such expenditure comprises net direct costs and, in the
for exploration and evaluation
same manner as
expenditure, an appropriate portion of related overhead
expenditure having a specific connection with the
development property.
All expenditure incurred prior to the commencement of
commercial levels of production from each development
property is carried forward to the extent to which
recoupment out of revenue to be derived from the sale
of production from the relevant development property,
or from the sale of that property, is reasonably assured.
No amortisation is provided in respect of development
properties until a decision has been made to commence
mining. After this decision, the costs are amortised over
the life of the area of interest to which such costs relate
on a production output basis.
Restoration
Provisions for restoration costs are recognised when
the Group has a present obligation
(legal or
constructive) as a result of a past event, and it is
probable that an outflow of resources embodying
economic benefits will be required
the
obligation and a reliable estimate can be made of the
amount of the obligation.
to settle
If the effect of the time value of money is material,
provisions are determined by discounting the expected
cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and, where
appropriate, the risks specific to the liability. When
discounting is used, the increase in the provision due to
the passage of time is recognised as a finance cost.
Trade and other receivables
Trade receivables, which generally have 7-30 day
terms, are recognised and carried at original invoice
for any uncollectible
amount
amounts. An estimate for doubtful debts is made when
collection of the full amount is no longer probable. Bad
debts are written off when identified.
less an allowance
19 > Thomson Resources Ltd Annual Report 2018
Cash and cash equivalents
Cash and short-term deposits in the balance sheet
comprise cash at bank and in hand and short-term
deposits with an original maturity of one year or less.
For the purposes of the Statement of Cash Flows, cash
and cash equivalents consist of cash and cash
equivalents as defined above, net of any outstanding
bank overdrafts, if any.
Trade and other payables and
provisions
Provisions are recognised when the Group has a
present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of
the amount of the obligation.
is
the
reimbursement
for example under an
Where the Group expects some or all of a provision to
insurance
be reimbursed,
contract,
recognised as a
separate asset but only when the reimbursement is
virtually certain. The expense relating to any provision
is presented in the income statement net of any
reimbursement. If the effect of the time value of money
is material, provisions are determined by discounting
the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of
money and, where appropriate, the risks specific to the
liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as a
finance cost.
Employee entitlements
Liabilities for wages and salaries are recognised and
are measured as an amount unpaid at the reporting
date at current pay rates in respect of an employee’s
services up to that date. Current employee contracts do
not entitle them to annual leave and long service leave.
A liability in respect of superannuation at the current
superannuation guarantee rate has been accrued at the
reporting date.
Share-based payments
In addition to salaries, the Group provides benefits to
certain employees
(including Directors and Key
Management personnel) of the Group in the form of
share-based payment transactions, whereby employees
render services in exchange for shares or rights over
shares (“equity-settled transactions”).
The cost of these equity-settled transactions with
employees is measured by reference to the fair value at
the date at which they are granted. The fair value of the
options is determined by using the Binomial option
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
pricing model. In valuing transactions settled by way of
issue of options, no account is taken of any vesting
limits or hurdles, or the fact that the options are not
transferable. The cost of equity-settled transactions is
recognised, together with a corresponding increase in
equity, over the period in which the vesting conditions
are fulfilled, ending on the date on which the relevant
employees become fully entitled to the award (the
vesting period).
The cumulative expense recognised for equity-settled
transactions at each reporting date until vesting date
reflects (i) the extent to which the vesting period has
expired and (ii) the Group’s best estimate of the number
of equity instruments that will ultimately vest. No
adjustment
likelihood of market
performance conditions being met as the effect of these
conditions is included in the determination of fair value
at grant date. The income statement charge or credit for
a period represents
in cumulative
expense recognised as at the beginning and end of that
period.
the movement
is made
the
for
No expense is recognised for awards that do not
ultimately vest, except for awards where vesting is only
conditional upon a market condition.
In addition, an expense
If the terms of an equity-settled award are modified, at a
minimum an expense is recognised as if the terms had
is
not been modified.
recognised for any modification that increases the total
fair value of the share-based payment arrangement, or
is otherwise beneficial to the employee, as measured at
the date of modification. If an equity-settled award is
cancelled, it is treated as if it had vested on the date of
the cancellation, and any expense not yet recognised is
recognised immediately.
However, if a new award is substituted for the cancelled
award and designated a replacement award on the date
it is granted, the cancelled and the new award are
treated as if there was a modification of the original
award, as described in the previous paragraph. The
dilutive effect, if any, of outstanding options is reflected
as additional share dilution in the computation of
earnings per share except where such dilution would
serve to reduce a loss per share.
20 > Thomson Resources Ltd Annual Report 2018
Leases
to
transfer
leases, which
Finance
the Group
substantially all the risks and benefits incidental to
ownership of the leased item, are capitalised at the
inception of the lease at the fair value of the leased
property or, if lower, at the present value of the
lease payments. Lease payments are
minimum
apportioned between the finance charges and reduction
of the lease liability so as to achieve a constant rate of
interest on the remaining balance of the liability.
Finance charges are charged directly against income.
Capitalised leased assets are depreciated over the
shorter of the estimated useful life of the asset or the
lease term.
leases.
Leases where the lessor retains substantially all the
risks and benefits of ownership of the asset are
classified as operating
Initial direct costs
incurred in negotiating an operating lease are added to
the carrying amount of the leased asset and recognised
over the lease term on the same bases as the lease
income. Operating lease payments are recognised as
an expense in the income statement on a straight-line
basis over the lease term.
Revenue
Revenue is recognised to the extent that it is probable
that the economic benefits will flow to the Group and
the revenue can be reliably measured. The following
specific recognition criteria must also be met before
revenue is recognised:
Sale of goods
Revenue is recognised when the significant risks and
rewards of ownership of the goods have passed to the
buyer and can be measured reliably. Risks and rewards
are considered passed to the buyer at the time of
delivery of the goods to the customer.
Interest
Revenue is recognised as the interest accrues (using
the effective interest method, which is the rate that
receipts
exactly discounts estimated
through the expected life of the financial instrument) to
the net carrying amount of the financial asset.
future cash
Dividends
Revenue is recognised when the shareholders’ right to
receive the payment is established.
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
Income tax
Current tax assets and liabilities for the current and
prior periods are measured at the amount expected to
be recovered from or paid to the taxation authorities.
The tax rates and tax laws used to compute the amount
are those that are enacted or substantively enacted at
the balance sheet date.
Deferred income tax is provided on all temporary
differences at the balance sheet date between the tax
bases of assets and liabilities and their carrying
amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all
taxable temporary differences:
Except where the deferred income tax liability
arises from the initial recognition of an asset or
liability in a transaction that is not a business
combination and, at the time of the transaction,
affects neither the accounting profit nor taxable
profit or loss.
taxable
respect of
temporary differences
In
associated with
in subsidiaries,
investments
associates and interests in joint ventures, except
where the timing of the reversal of the temporary
differences can be controlled and it is probable that
the temporary differences will not reverse in the
foreseeable future.
Deferred income tax assets are recognised for all
deductible
temporary differences, carry-forward of
unused tax assets and unused tax losses, to the extent
that it is probable that taxable profit will be available
against which the deductible temporary differences, and
the carry-forward of unused tax assets and unused tax
losses can be utilised:
Except where the deferred income tax asset
relating to the deductible temporary difference
arises from the initial recognition of an asset or
liability in a transaction that is not a business
combination and, at the time of the transaction,
affects neither the accounting profit nor taxable
profit or loss.
In respect of deductible temporary differences
associated with
in subsidiaries,
investments
associates and interests in joint ventures, deferred
tax assets are only recognised to the extent that it
is probable that the temporary differences will
reverse in the foreseeable future and taxable profit
will be available against which the temporary
differences can be utilised.
21 > Thomson Resources Ltd Annual Report 2018
The carrying amount of deferred income tax assets is
reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the
deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured
at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled,
based on tax rates (and tax laws) that have been
enacted or substantively enacted at the balance sheet
date. Income taxes relating to items recognised directly
in equity are recognised in equity and not in the income
statement.
Other taxes
Revenues, expenses and assets are recognised net of
the amount of GST except:
Where the GST incurred on a purchase of goods
and services is not recoverable from the taxation
authority, in which case the GST is recognised as
part of the cost of acquisition of the asset or as part
of the expense item as applicable.
Receivables and payables are stated with the
amount of GST included.
The net amount of GST recoverable from, or payable
included as part of
to,
receivables or payables in the balance sheet.
taxation authority
the
is
Cash flows are included in the Cash Flow Statement on
a gross basis and the GST component of cash flows
arising from investing and financing activities, which is
recoverable from, or payable to, the taxation authority,
are classified as operating cash flows.
Commitments and contingencies are disclosed net of
the amount of GST recoverable from, or payable to, the
taxation authority.
Currency
the
Both
Australian dollars (A$).
functional and presentation currency
is
Investment in controlled entities
The Company’s investment in its controlled entities is
accounted for under the equity method of accounting in
the Company’s financial statements.
Impairment of assets
The Group assesses at each reporting date whether
there is an indication that an asset may be impaired. If
any such indication exists, or when annual impairment
testing for an asset is required, the Group makes an
estimate of the asset’s recoverable amount.
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
inflows
that are
An asset’s recoverable amount is the higher of its fair
value less costs to sell and its value in use and is
determined for an individual asset, unless the asset
largely
does not generate cash
independent of those from other assets or groups of
assets and the asset’s value in use cannot be estimated
to be close to its fair value. In such cases the asset is
tested for impairment as part of the cash-generating
unit to which it belongs. When the carrying amount of
an asset or cash-generating unit exceeds
its
recoverable amount, the asset or cash-generating unit
is considered impaired and is written down to its
recoverable amount.
that
rate
In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-
reflects current market
tax discount
assessments of the time value of money and the risks
specific to the asset. Impairment losses relating to
continuing operations are recognised in those expense
categories consistent with the function of the impaired
asset unless the asset is carried at revalued amount (in
which case the impairment loss is treated as a
revaluation decrease).
An assessment is also made at each reporting date as
to whether there is any indication that previously
recognised impairment losses may no longer exist or
may have decreased. If such indication exists, the
is estimated. A previously
recoverable amount
recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment
loss was recognised. If that is the case the carrying
amount of the asset is increased to its recoverable
amount. The increased amount cannot exceed the
carrying amount that would have been determined, net
loss been
of depreciation, had no
recognised for the asset in prior years. Such reversal is
recognised in profit or loss unless the asset is carried at
revalued amount, in which case the reversal is treated
as a revaluation increase. After such a reversal the
depreciation charge is adjusted in future periods to
allocate the asset’s revised carrying amount, less any
residual value, on a systematic basis over its remaining
useful life.
impairment
Significant accounting judgements,
estimates and assumptions
The carrying amounts of certain assets and liabilities
are often determined based on estimates and
assumptions of future events. The key estimates and
assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of certain
assets and liabilities within the next annual reporting
period are:
22 > Thomson Resources Ltd Annual Report 2018
Share-based payment transactions
The Group measures the cost of cash-settled share-
based payments at fair value at the grant date using the
Binomial formula taking into account the terms and
conditions upon which the instruments were granted, as
detailed in Note 13.
Capitalisation and write-off of capitalised
exploration costs
The determination of when to capitalise and write-off
the exercise of
exploration expenditure
judgement based on various assumptions and other
factors such as historical experience, current and
expected economic conditions.
requires
Issued capital
Ordinary shares are classified as equity. Incremental
costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax,
from the proceeds.
Earnings per share
Basic earnings per share is calculated as net profit
attributable to members of the Group, adjusted to
exclude any costs of servicing equity divided by the
weighted average number of ordinary shares.
Diluted earnings per share is calculated as net profit
attributable to members of the Group, adjusted for:
Costs of servicing equity.
The after tax effect of dividends and interest
associated with dilutive potential ordinary shares
that have been recognised as expenses.
Other non-discretionary changes in revenues or
expenses during the period that would result from
the dilution of potential ordinary shares.
Divided by
the weighted average number of
ordinary shares and dilutive potential ordinary
shares, adjusted for any bonus element.
Accounting standards issued but not
yet effective
Australian Accounting Standards and interpretations
that have been issued or amended but are not yet
effective have not been adopted by the Consolidated
the year ended 30 June 2018. The
Entity
Consolidated Entity plans to adopt these standards at
their application dates as detailed below.
for
AASB 16 Leases (effective 1 January 2019)
AASB 16 removes the classification of leases as either
operating leases or finance leases for the lessee
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
The Director’s assessment of the impact of all other
new standards and interpretations is that they will not
have a material impact on the financial report of the
Company.
effectively treating all leases as finance leases. Short
term leases (less than 12 months) and leases of a low
value are exempt
lease accounting
requirements. Lessor accounting remains similar to
current practice. The Directors are yet to assess the full
impact of AASB 16 and will apply the new standard
from 1 January 2019.
from
the
It is anticipated that the application of these standards
will not have a material effect on the Group’s results or
financial reports in future periods.
23 > Thomson Resources Ltd Annual Report 2018
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
3. Revenue from ordinary activities
Interest received – other persons/corporation
R&D tax concession offset
Consulting and joint venture income
4.
Income tax
Prima facie income tax (credit) on operating profit/(loss) at 27.5% (2017:
30%)
Future income tax benefit in respect of timing differences – not recognised
Deferred income tax liability in respect of carried forward tax losses – not
recognised
Income tax expense
2018
$
2,452
-
1,163,637
1,166,089
2018
$
183,125
-
(183,125)
-
2017
$
550
4,081
202,500
207,131
2017
$
(44,606)
44,606
-
-
No provision for income tax is considered necessary in respect of the Company for the period 30 June 2018.
The Group has a deferred income tax liability of Nil (2017: Nil) associated with exploration costs deferred for accounting
purposes but expensed for tax purposes. This liability has been brought to account and offset by deferred tax assets
attributed to available tax losses. No recognition has been given to any deferred income tax asset which may arise from
available tax losses, except to the extent offset against deferred tax liabilities. The Group has estimated its losses at
$5,414,314 (2017: $5,707,118) as at 30 June 2018.
A benefit of 27.5% (2017: 30%) of approximately $1,488,936 (2017: $1,712,135) associated with the tax losses carried
forward will only be obtained if:
The Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from
the deductions for the losses to be realised.
The Company continues to comply with the conditions for deductibility imposed by the law.
No changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the
losses.
5. Cash and cash equivalents
Cash at bank
Money market securities – bank deposits
2018
$
284,963
517,687
802,650
2017
$
146,345
-
146,345
Bank negotiable certificates of deposit, which are normally invested between 7 and 365 days were used during the
period and are used as part of the cash management function.
24 > Thomson Resources Ltd Annual Report 2018
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
6. Receivables – current
GST receivables
Prepayments
Interest receivable
Other debtors
7. Tenement security deposits
Cash at bank – bank deposits
2018
$
1,338
10,392
634
2
12,366
2017
$
1,250
9,109
-
2
10,361
2018
$
130,000
2017
$
110,000
These deposits are restricted so that they are available for any rehabilitation that may be required on exploration
tenements (refer to Note 20). The bank deposits are interest bearing.
8. Deferred exploration and evaluation expenditure
Costs brought forward
Costs incurred during the period
Expenditure written off during period
Costs carried forward
Exploration expenditure costs carried forward are made up of:
Expenditure on joint venture areas
Expenditure on non joint venture areas
Costs carried forward
2018
$
2,053,144
679,847
(291,864)
2,441,127
2017
$
1,781,236
320,421
(48,513)
2,053,144
1,410,502
1,030,625
2,441,127
264,774
1,788,370
2,053,144
The above amounts represent costs of areas of interest carried forward as an asset in accordance with the accounting
policy set out in Note 2. The ultimate recoupment of deferred exploration and evaluation expenditure in respect of an
area of interest carried forward is dependent upon the discovery of commercially viable reserves and the successful
development and exploitation of the respective areas or alternatively sale of the underlying areas of interest for at least
their carrying value. Amortisation, in respect of the relevant area of interest, is not charged until a mining operation has
commenced.
9. Current liabilities – payables
Trade creditors
Accrued expenses
Loan payable
PAYG payable
25 > Thomson Resources Ltd Annual Report 2018
2018
$
20,506
69,881
-
2,999
93,386
2017
$
14,812
11,212
50,000
2,669
78,693
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
10. Liabilities - provisions
Current
Annual leave
Non-current
Long Service Leave
11. Contributed equity
Share capital
103,728,149 fully paid ordinary shares (2017: 102,115,751)
Fully paid ordinary shares carry one vote per share and carry the right to
dividends.
Share capital applications
Share issue costs
2018
$
2017
$
42,451
37,084
32,135
29,669
2018
$
2017
$
8,958,966
8,877,317
240,000
(738,758)
8,460,208
-
(738,758)
8,138,559
Number
$
Movements in ordinary shares on issue
At 30 June 2016
Shares issued
Shares issued
Shares issued
Shares issued
At 30 June 2017
Shares issued
Shares issued
At 30 June 2018
99,005,156
8,713,734
(i)
(ii)
(iii)
(iv)
100,000
200,000
1,200,000
1,610,595
5,000
10,000
60,000
88,583
102,115,751
8,877,317
(v)
(vi)
909,090
703,308
50,000
31,649
103,728,149
8,958,966
(i)
The Company issued 100,000 shares in December 2016 on the exercise of 100,000 options at $0.05 with an
expiry date of 12 December 2017.
(ii)
The Company issued 200,000 shares at $0.05 in a share placement in February 2016.
(iii)
(iv)
The Company issued 1,200,000 shares in May 2017 on the exercise of 1,200,000 options at $0.05 with an expiry
date of 12 December 2017.
In May 2017 the Company issued 1,065,140 shares at $0.55 in a share placement and 545,455 shares at $0.055
as part repayment for a Loan Agreement.
(v)
In July 2017 the Company issued 909,090 shares at $0.055 as part repayment for a Loan Agreement.
(vi)
In March 2018 the Company issued 703,308 shares at $0.045 in a share placement and in lieu of creditor
payments.
26 > Thomson Resources Ltd Annual Report 2018
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
Terms and conditions of contributed equity
Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to
participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on
shares held.
Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.
Options
Options do not carry voting rights or rights to dividends until options are exercised.
12. Accumulated losses
Balance at the beginning of period
Expired option value transferred to Accumulated Losses
Operating gain/( loss) after income tax expense
Balance at 30 June
13. Reserves/share-based payments
Reserves
Balance at 1 July
Expired/exercised option value transferred to Accumulated Losses
Share-based payment expense during the financial year
Issue of unlisted options
Balance at 30 June
Share-based payments
2018
$
2017
$
(6,174,657)
(6,119,107)
42,195
665,909
93,135
(148,685)
(5,466,553)
(6,174,657)
2018
$
211,995
(42,195)
-
58,200
228,000
2017
$
171,480
(93,135)
120,450
13,200
211,995
The Company has established the Thomson Resources Ltd Employee Share Option Plan (“ESOP”) to assist in the
attraction, retention and motivation of employees of the Company. There have been no cancellations or modifications to
any of the plans during 2018. At the date of this report there were 500,000 options issued under this ESOP.
27 > Thomson Resources Ltd Annual Report 2018
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
Summary of options granted
2018
$
11,850,000
-
-
-
(4,850,000)
7,000,000
2017
$
8,400,000
5,500,000
(1,300,000)
-
(750,000)
11,850,000
Outstanding at the beginning of the year
Granted during the year
Issued on exercise of options ($0.05 options, expiry 12 Dec 17)
Forfeited/cancelled during the year
Expired during the year
Outstanding at the end of the year
The outstanding balance as at 30 June 2018 is represented by:
1,500,000 options exercisable at $0.06, expiry 26 November 2018
5,500,000 options exercisable at $0.06, expiry 24 November 2019
Option pricing model and terms of options
The following table lists the inputs to the options model and the terms of options granted:
Grant
date
Number of
options
granted
Nov 15
1,500,000
Nov 16
5,500,000
TOTAL
7,000,000
Exercise
price
$0.06
$0.06
Expiry date
Expected
volatility
Risk-
free
rate
Expected
life
years
26 Nov 18
80%
1.93%
24 Nov 19
59.74%
1.89%
3
3
Estimated
fair value
$0.0241
$0.0219
Model
used
Binomial
Binomial
(a)
(b)
(a) 1,500,000 options were issued to the CEO of the Company as a performance incentive. The options vested on
grant date.
(b) 5,000,000 options were issued to Directors of the Company and approved by shareholders at the Company’s AGM
held on 24 November 2016. 500,000 options were issued to an employee under the Company’s ESOP. The
options vested on grant date.
Weighted average disclosures on options
Weighted average exercise price of options at 1 July
Weighted average exercise price of options granted during period
Weighted average exercise price of options exercised during period
Weighted average exercise price of options outstanding at 30 June
Weighted average exercise price of options exercisable at 30 June
2018
$0.06
-
-
$0.06
$0.06
2017
$0.07
$0.06
$0.05
$0.06
$0.06
Weighted average contractual life
Range of exercise price
1.19 years
1.48 years
$0.06 - $0.06
$0.05 - $0.06
28 > Thomson Resources Ltd Annual Report 2018
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
Unlisted options issued
Movements in unlisted options on issue
At 30 June 2016
Shares issued
At 30 June 2017
Shares issued
Shares issued
Shares issued
Shares issued
At 30 June 2018
Number
-
203,077
203,077
100,000
480,000
97,879
280,000
1,160,956
(i)
(ii)
(iii)
(iv)
(v)
$
-
13,200
13,200
6,000
25,200
6,000
21,000
71,400
(i) The Company issued 203,077 unlisted options in June 2017 with an exercise price of $0.065 per option and expiry
date of 29 May 2020, as consideration for corporate advisory services.
(ii) 100,000 options were issued with an exercise price of $0.06 per option and an expiry date of 27 August 2020, as
consideration for corporate advisory services.
(iii) 480,000 options were issued with an exercise price of $0.525 per option and an expiry date of 13 October 2020, as
consideration for corporate advisory services.
(iv) 97,879 options were issued with an exercise price of $0.0613 per option and an expiry date of 6 December 2020, as
consideration for corporate advisory services.
(v) 280,000 options were issued with and exercise price of $0.075 per option and an expiry date of 29 March 2021, as
consideration for corporate advisory services.
14. Earnings per share
Net profit/(loss) used in calculating basic and diluted gain/(loss) per share
Weighted average number of ordinary shares outstanding during the year
used in calculation of basic EPS
Basic earnings (loss) per share
Diluted earnings (loss) per share
15. Key management personnel
Key management personnel compensation
2018
2017
665,909
Number
(148,685)
Number
103,203,526
99,548,583
Cents per share
Cents per share
0.65
0.65
(0.15)
(0.15)
The aggregate compensation made to key management personnel of the Group is set out below:
Short-term employee benefits
Post-employment benefits
Share-based payments
29 > Thomson Resources Ltd Annual Report 2018
2018
$
152,153
11,566
-
163,719
2017
$
143,762
10,807
120,450
275,019
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
Shareholdings of key management personnel
Fully paid ordinary shares held in Thomson Resources Ltd
Balance at
1 July
no.
Granted as
compen-
sation
no.
Issued in
Share
Purchase
Plan
no.
Issued
on exercise
of
Options
No.
Net other
change
(Purchased/
Sold On
Market)
no.
Balance at
30 June
no.
2018
L Gilligan
E Rothery
G Jones
T Belperio
I Polovineo
2017
L Gilligan
E Rothery
G Jones
T Belperio
I Polovineo
110,000
2,110,000
310,000
1,360,000
125,000
4,015,000
110,000
1,815,000
310,000
360,000
125,000
2,720,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
300,000
-
1,000,000
-
-
-
-
110,000
2,110,000
310,000
140,000
1,500,000
-
125,000
140,000
4,155,000
-
110,000
(5,000)
2,110,000
-
-
-
310,000
1,360,000
125,000
1,300,000
(5,000)
4,015,000
Option holdings of key management personnel
Share options held in Thomson Resources Ltd
Balance
at
1 July
no.
Granted
as
compe-
nsation
no.
Net
other
change
no.
Balance at
30 June
no.
Balance
vested at
30 June
no.
Exercised
no.
Vested
but not
exerc-
isable
no.
Vested
and
exercise-
able
no.
Options
vested
during
year
no.
2018
L Gilligan
2,000,000
E Rothery
5,200,000
G Jones
2,000,000
T Belperio
1,000,000
I Polovineo
1,000,000
2017
11,200,00
0
-
-
-
-
-
-
L Gilligan
1,000,000
1,000,000
-
-
-
-
-
-
-
(1,000,000)
1,000,000
1,000,000
(1,700,000)
3,500,000
3,500,000
(1,000,000)
1,000,000
1,000,000
-
1,000,000
1,000,000
(500,000)
500,000
500,000
(4,200,000)
7,000,000
7,000,000
-
2,000,000
2,000,000
E Rothery
4,250,000
2,000,000
(300,000)
(750,000)
5,200,000
5,200,000
G Jones
1,000,000
1,000,000
-
T Belperio
1,000,000
1,000,000
(1,000,000)
I Polovineo
500,000
500,000
-
-
-
-
2,000,000
2,000,000
1,000,000
1,000,000
1,000,000
1,000,000
-
-
-
-
-
-
-
-
-
-
-
1,000,000
3,500,000
1,000,000
1,000,000
500,000
7,000,000
-
-
-
-
-
-
2,000,000
1,000,000
5,200,000
2,000,000
2,000,000
1,000,000
1,000,000
1,000,000
1,000,000
500,000
7,750,000
5,500,000
(1,300,000)
(750,000)
11,200,000 11,200,000
- 11,200,000
5,500,000
30 > Thomson Resources Ltd Annual Report 2018
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
16. Related party disclosures
Subsidiaries
The consolidated financial statements include the financial statements of Thomson Resources Ltd (the Parent Entity) and
the following subsidiaries:
Name
Lassiter Resources Pty Ltd
Riverston Tin Pty Ltd
Country of incorporation
Australia
Australia
2017
100
100
2016
100
100
% Equity interest
17. Auditors’ remuneration
Total amounts receivable by the current auditors of the Company for:
Audit of the Company’s accounts
Other services
2018
$
24,800
-
24,800
2017
$
25,000
-
25,000
18. Joint ventures
Joint venture agreements
The Company is a party to a number of exploration joint venture agreements to explore for copper, gold, zinc, tin and
lead. Under the terms of the agreements, other companies are required to contribute towards exploration and other costs
if they wish to maintain or increase their percentage holdings. The joint ventures are not separate legal entities. There
are contractual arrangements between the participants for sharing costs and future revenues in the event of exploration
success. There are no assets and liabilities attributable to the Company at the balance date resulting from these joint
ventures other than exploration expenditure costs carried forward as detailed in Note 8 and a contingent liability under
the Bohuon Success Fee Agreement as detailed in Note 20.
Costs are accounted for in accordance with the terms of joint venture agreements and in accordance with Note 2.
Percentage equity interests in joint ventures at 30 June 2017 were as follows:
Joint Ventures
Cuttaburra EL 6224
Bohuon Success Fee Agreement EL 6224
Achilles and Chiron ELs 7746 and 7931
Tooronga EL 7891
Whooey EL 8604
19. Segment information
The operating segments identified by management are as follows:
Percentage
interest 2018
Percentage
interest 2017
100
0
100
0
100
100
0
24
49
49
Exploration projects funded directly by Thomson Resources Ltd (“Exploration”)
Regarding the Exploration segment, the Chief Operating Decision Maker (the Board of directors) receives information on
the exploration expenditure incurred. This information is disclosed in Note 8 of this financial report. No segment revenues
are disclosed as each exploration tenement is not at a stage where revenues have been earned. Furthermore, no
segment costs are disclosed as all segment expenditure is capitalised, with the exception of expenditure written off which
is disclosed in Note 8.
31 > Thomson Resources Ltd Annual Report 2018
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
Financial information about each of these tenements is reported to the Chief Executive Officer on an ongoing basis.
Corporate office activities are not allocated to operating segments as they are not considered part of the core operations
of any segment and comprise of the following:
Interest revenue.
Corporate costs.
Depreciation and amortisation of non-project specific property, plant and equipment.
The Company’s accounting policy for reporting segments is consistent with that disclosed in Note 2.
20. Contingent liabilities
The Group has provided guarantees totalling $130,000 (2017: $110,000) in respect of exploration tenements in NSW as
at 30 June 2018. These guarantees in respect of exploration tenements are secured against term deposits with a
banking institution and cash held by the NSW Department of Planning and Environment – Resources and Energy. The
Company does not expect to incur any material liability in respect of the guarantees.
21. Financial instruments
The Board as a whole is responsible for reviewing the Company’s policies on risk oversight and management and
satisfying itself that Senior Management have developed and implemented a sound system of risk management and
internal control. The Company’s risk management policy has been designed to identify, assess, monitor and manage
material business risks to ensure effective management of risk. These policies are reviewed regularly to reflect material
changes in market conditions and the Company’s risk profile.
The main risks identified in the Company’s financial instruments are capital risk, credit risk, liquidity risk, interest rate risk
and commodity price risk. Summarised below is information about the Company’s exposure to each of these risks, their
objectives, policies and processes for measuring and managing risk, the management of capital and financial
instruments.
Capital risk management
The Company manages its capital to ensure that it will be able to continue as a going concern. The Board’s policy is to
maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future
development of the Company. In order to achieve this objective, the Company seeks to maintain a sufficient funding
base to enable the Company to meet its working capital and strategic investment needs.
The Board ensures costs are not incurred in excess of available funds and will seek to raise additional funding through
the issue of shares for the continuation of the Company’s operations when required.
The Company considers its capital to comprise of its ordinary share capital, option reserve and accumulated losses.
There were no changes in the Company’s approach to capital management during the period. The Company is not
subject to externally imposed capital requirements.
Financial risk management objectives
In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments.
This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to
measure them. Further quantitative information in respect of these risks is presented throughout these financial
statements.
During the period there have been no substantive changes in the Company’s exposure to financial instrument risks, its
objectives, policies and processes for managing those risks or the methods used to measure them from previous periods
unless otherwise stated in this note.
The Board has overall responsibility for the determination of the Company’s risk management objectives and policies
and, whilst retaining ultimate responsibility for them it has delegated the authority for designing and operating processes
that ensure the effective implementation of the objectives and policies to the Company’s finance function. The
Company’s risk management policies and objectives are designed to minimise the potential impacts of these risks on the
32 > Thomson Resources Ltd Annual Report 2018
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
results of the Company where such impacts may be material. The Board receives regular reports from the Financial
Controller through which it reviews the effectiveness of the processes put in place and the appropriateness of the
objectives and policies it sets. These risks include credit risk, liquidity risk, interest rate risk and commodity price risk.
The Company does not use derivative financial instruments to hedge these risk exposures.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the
Company’s competitiveness and flexibility. Further details regarding these risks are set out below.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Company.
The Company mitigates credit risk on cash and cash equivalents by dealing with banks that have high credit-ratings
assigned by Standard and Poors. There are two counterparties for Cash and Cash equivalents which are
Commonwealth Bank of Australia and Bank of Western Australia Limited. Credit risk of receivables is low as it consists
predominantly of GST recoverable from the Australian Taxation Office and interest receivable from deposits held with
regulated banks.
The maximum exposure to credit risk at balance date is as follows:
Cash and cash equivalents
Receivables
Deposit with bank
Liquidity risk
2018
$
802,650
12,366
130,000
945,016
2017
$
146,345
10,361
110,000
266,706
Liquidity risk is the risk that the Company will not be able to meet its financial obligation as they fall due. The Company’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its
liabilities when due.
Ultimate responsibility for liquidity risk rests with the Board of Directors, who have built an appropriate risk management
framework for the management of the Company’s short, medium and long-term funding and liquidity requirements. The
Company manages liquidity by maintaining adequate cash reserves by continuously monitoring forecast and actual cash
flows and matching the maturity profiles of financial assets and liabilities.
The following table details the Company’s contractual maturities of financial liabilities:
Financial liabilities
2018
Payables
2017
Payables
Carrying
amount
$
93,386
93,386
78,693
78,693
<12 months
$
1-3 years
$
>3 years
$
93,386
93,386
78,693
78,693
-
-
-
-
-
-
-
-
33 > Thomson Resources Ltd Annual Report 2018
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
The following table details the Company’s expected maturity for financial assets:
Financial assets
2018
Cash at bank and term deposits
Receivables
Deposit with bank
2017
Cash at bank and term deposits
Receivables
Deposit with bank
Interest rate risk
Carrying
amount
$
802,650
12,366
130,000
945,016
146,345
10,361
110,000
266,706
<12 months
$
1-3 years
$
>3 years
$
802,650
12,366
10,000
825,016
146,345
10,361
-
156,706
-
-
-
-
-
-
-
-
-
-
120,000
120,000
-
-
110,000
110,000
The Company’s exposure to the risks of changes in market interest rates relates primarily to the Company’s cash
holdings and short term deposits. These financial assets with variable rates expose the Company to cash flow interest
rate risk. All other financial assets and liabilities in the form of receivables and payables are non-interest bearing. The
Company does not engage in any hedging or derivative transactions to manage interest rate risk.
At balance date, the Company was exposed to floating weighted average interest rates as follows:
Weighted average rate of cash balances
Cash balances
Weighted average rate of term deposits
Term deposits
2018
$
0.08%
284,963
2.08%
517,687
2017
$
0.28%
146,345
-
-
The Company invests surplus cash in interest-bearing term deposits with financial institutions and in doing so it exposes
itself to the fluctuations in interest rates that are inherent in such a market. Term deposits are normally invested between
7 to 90 days and other cash at bank balances are at call.
The Company’s exposure to interest rate risk is set out in the table below:
Sensitivity analysis
2018
Cash and cash equivalents
Tax charge of 30%
Carrying
amount
$
802,650
-
After tax profit increase/(decrease)
802,650
2017
Cash and cash equivalents
Tax charge of 30%
146,345
-
After tax profit increase/(decrease)
146,345
+1.0% of AUD IR
-1.0% of AUD IR
Profit
$
Other equity
$
Profit
$
Other equity
$
8,027
(2,408)
5,619
1,463
(439)
1,024
-
-
-
-
-
-
(8,027)
2,408
(5,619)
(1,463)
439
(1,024)
-
-
-
-
-
-
The above analysis assumes all other variables remain constant.
34 > Thomson Resources Ltd Annual Report 2018
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
Commodity price risk
The Company is exposed to commodity price risk. This risk arises from its activities directed at exploration and
development of mineral commodities. If commodity prices fall, the market for companies exploring for these commodities
is affected. The Company does not hedge its exposures.
Net fair value of financial assets and liabilities
The carrying amount of financial assets and liabilities of the Company approximate their net fair values, given the short
time frames to maturity and or variable interest rates.
22. Commitments
Exploration licence expenditure requirements
In order to maintain the Company’s tenements in good standing with the various mines departments, the Company will
be required to incur exploration expenditure under the terms of each licence. Exploration licences renewed or granted in
NSW after 1 July 2017 have no exploration expenditure commitment. These commitments are not binding as exploration
tenements can be reduced or relinquished at any time.
Payable not later than one year
Payable later than one year but not later than two years
2018
$
0
0
0
2017
$
49,702
0
49,702
It is likely that the granting of new licences and changes in licence areas at renewal or expiry will change the expenditure
commitment to the Company from time to time.
23. Events after the balance sheet date
There were, at the date of this report, no matters or circumstances which have arisen since 30 June 2018 that have
significantly affected or may significantly affect the operations of the Company, the results of those operations, or the
state of affairs of the Company, in future financial years, other than:
The Company issued 7,200,000 ordinary shares at $0.05 per share in July 2018 in a placement.
The Company issued 1,000,000 ordinary shares at $0.034 per share in August 2018 in lieu of a creditor payment.
24. Statement of cash flows
Reconciliation of net cash outflow from operating activities to
operating loss after income tax
(a) Operating profit/(loss) after income tax
Depreciation
Share based payments
Share options expensed
Exploration costs expensed
Exploration expensed in creditors and accrual balances
Annual and long service leave expensed
Change in assets and liabilities:
(Increase)/decrease in receivables (excluding bad debts & GST)
(Decrease)/increase in trade and other creditors (excluding
exploration costs in creditors)
Net cash outflow from operating activities
35 > Thomson Resources Ltd Annual Report 2018
2018
$
665,909
1,026
-
-
291,863
-
7,834
(2,005)
1,284
2017
$
(148,685)
1,047
120,450
13,200
48,513
1,051
(6,178)
77,766
(3,771)
965,911
103,393
Consolidated Notes to the Financial Statements
For the year ended 30 June 2018
(b) For the purpose of the Statement of Cash Flows, cash includes cash on hand, at bank, deposits and bank bills
used as part of the cash management function. The Company does not have any unused credit facilities.
The balance at 30 June comprised:
Cash assets
Bank deposits (Note: 5)
Cash on hand
25. Parent entity information
Current assets
Total assets
Current liabilities
Total liabilities
Issued capital
Accumulated losses
Reserves
Total shareholders’ equity
2018
$
284,963
517,687
802,650
2018
$
825,014
2,121,451
135,838
167,973
8,460,208
(6,734,730)
228,000
1,953,478
2017
$
146,345
-
146,345
2017
$
156,704
2,134,870
115,777
145,445
8,138,559
(6,361,129)
211,995
1,989,425
Profit/(loss) of the parent entity
Total comprehensive income/(loss) of the parent entity
(415,797)
(415,797)
(347,827)
(347,827)
36 > Thomson Resources Ltd Annual Report 2018
Directors’ Declaration
In accordance with a resolution of the directors of Thomson Resources Ltd, I state that:
In the opinion of the directors:
(a)
The financial statements and notes of the Group are in accordance with the Corporations Act 2001, including:
(i)
(ii)
Giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its performance
for the year ended on that date; and
Complying with Australian Accounting Standards (including the Australian Accounting Interpretations)
and the Corporations Regulations 2001;
The financial statements and notes also comply with International Financial Reporting Standards as disclosed
in note 2; and
There are reasonable grounds to believe that the Group will be able to pay its debts as and when they become
due and payable.
This declaration has been made after receiving the declarations required to be made to the Directors in
accordance with section 295A of the Corporations Act 2001 for the financial year ending 30 June 2018.
(b)
(c)
(d)
On behalf of the Board
Lindsay Gilligan PSM
Chairman
Sydney, 26 September 2018
37 > Thomson Resources Ltd Annual Report 2018
Independent Auditor’s Report
Independent Auditor’s Report
To the members of Thomson Resources Ltd
Report on the Financial Report
Opinion
We have audited the accompanying financial report of Thomson Resources Ltd (the company and its subsidiaries) (the Group),
which comprises the consolidated statements of financial position as at 30 June 2018, the consolidated statements of profit or loss
and other comprehensive income, the consolidated statements of changes in equity and the consolidated statements of cash flows
for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the
directors’ declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
•
•
(i)
giving a true and fair view of the group’s financial position as at 30 June 2018 and of its performance for the
year ended on that date; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the
Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of
the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the
Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in
Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
38 > Thomson Resources Ltd Annual Report 2018
Independent Auditor’s Report
Key audit matter
How our audit addressed the key audit matter
Capitalised Deferred Exploration and Evaluation Expenditure
$2.4m
Refer to Note 8
The consolidated entity owns the rights to several
exploration licences in New South Wales. Expenditure
relating to these areas is capitalised and carried forward to
the extent they are expected to be recovered through the
successful development of the respective area or where
activities in the area have not yet reached a stage that
permits reasonable assessment of the existence of
economically recoverable reserves.
This area is a key audit matter due to:
•
•
•
The significance of the balance;
The inherent uncertainty of the recoverability of the
amount involved; and
The substantial amount of audit work performed.
Our audit procedures included amongst others:
•
•
•
Assessing whether any facts or circumstances exist
that may indicate impairment of the capitalised
assets;
Performing detailed testing of source documents to
ensure capitalised expenditure was allocated to the
correct area of interest;
Performing detailed testing of source documents to
ensure expenditure was capitalised in accordance
with Australian Accounting Standards;
• Obtaining external confirmations to ensure the
•
exploration licences are current and accurate; and
Assessing the reasonableness of the capitalisation of
the employee’s salary.
Other Information
The directors are responsible for the other information. The other information comprises the information included in the Group’s
annual report for the year ended 30 June 2018, but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Directors' Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors
determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material
misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibility for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with the
Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
39 > Thomson Resources Ltd Annual Report 2018
Independent Auditor’s Report
•
•
•
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the
financial report represents the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the
financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion
We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2018.
In our opinion, the Remuneration Report of Thomson Resources Limited for the year ended 30 June 2018 complies with section
300A of the Corporations Act 2001.
Responsibilities
The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with
section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our
audit conducted in accordance with Australian Auditing Standards.
BDJ Partners
Chartered Accountants
................................................
Anthony J Dowell
Partner
26 September 2018
40 > Thomson Resources Ltd Annual Report 2018
Additional Information
Information relating to shareholders
Information relating to shareholders at 10 September 2018.
Ordinary fully paid shares
There was a total of 111,928,149 fully paid ordinary shares on issue.
Options
There was a total of 8,160,956 unlisted options on issue.
Substantial shareholders
MINOTAUR RESOURCES INVESTMENTS PTY LTD
VARISCAN MINES LIMITED
BNP PARIBAS NOMS PTY LTD
AUSTRALIAN MINERAL & WATERWELL DRILLING PTY LTD
Shareholding
14,700,000
18,100,000
10,000,000
8,885,732
At the prevailing market price of $0.035 per share, there were 118 shareholders with less than a marketable parcel of
$500.
Top 20 shareholders of ordinary shares
MINOTAUR RESOURCES INVESTMENTS PTY LTD
VARISCAN MINES LIMITED
BNP PARIBAS NOMS PTY LTD
AUSTRALIAN MINERAL & WATERWELL DRILLING PTY LTD
BLUESTONE 23 PTY LIMITED
VOLVERA GLOBAL ENTERPRISES LTD
Number
14,700,000
10,600,000
10,000,000
8,885,732
7,500,000
4,800,000
MR DAVID ANTHONY WARD & MS JENNIFER ANN NASH
4,000,000
SPRING CREEK EQUITIES PTY LTD
4,000,000
OPEKA DALE PTY LTD
LEE KIM YEW
DBS VICKERS SECURITIES (SINGAPORE) PTE LTD
CURRACLOE PTY LTD
WANG JIN
MR GEORGE DAVID BUTKERAITIS
MACT INVESTMENTS PTY LTD
BNP PARIBAS NOMINEES PTY LTD
MR GEORGE EVAN LOUIZIDIS
MR NICHOLAS JEFFREY MOSS & MS GERMEEN KALDAS
CARLISLE INVESTMENTS PTY LTD
CODE NOMINEES PTY LTD
Total of top 20 holdings
Other holdings
Total fully paid shares issued
3,780,577
3,750,000
2,225,000
2,110,000
2,000,000
1,443,500
1,115,000
1,076,797
1,000,000
867,975
711,590
685,000
85,251,171
26,676,978
111,928,149
%
13.13
9.47
8.93
7.94
6.70
4.29
3.57
3.57
3.38
3.35
1.99
1.89
1.79
1.29
1.00
0.96
0.89
0.78
0.64
0.61
76.166
23.83
100.00
41 > Thomson Resources Ltd Annual Report 2018
Additional Information
Distribution of shareholders
Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Voting rights
No of shareholders
Ordinary shares
12
5
93
163
86
359
3,287
17,375
921,650
6,998,288
103,987,549
111,928,149
There are no restrictions on voting rights. On a show of hands every member present or by proxy shall have one vote
and upon a poll each share shall have one vote. Where a member holds shares which are not fully paid, the number of
votes to which that member is entitled on a poll in respect of those part paid shares shall be that fraction of one vote
which the amount paid up bears to the total issued price thereof.
Optionholders have no voting rights until the options are exercised.
There is no current on-market buy-back.
Distribution of holders of unlisted options
Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
No of optionholders
Options
0
0
0
0
6
6
0
0
0
0
8,160,956
8,160,956
Corporate governance statement
Thomson Resources is committed to ensuring that its policies and practices reflect a high standard of corporate
governance. The Board had adopted a comprehensive framework of Corporate Governance Guidelines.
The Group’s Corporate Governance Statement can be viewed at: www.thomsonresources.com.au/company-
profile/corporate-governance
42 > Thomson Resources Ltd Annual Report 2018
Contents
Corporate Directory
Chairman’s Report .............................................................................1
Board of Directors
Review of Operations ..........................................................................2
Schedule of Tenements ......................................................................5
Directors’ Report ................................................................................6
Consolidated Statement of Comprehensive Income ........................13
Consolidated Statement of Financial Position .................................14
Consolidated Statement of Cash Flows ............................................15
Consolidated Statement of Changes in Equity .................................16
Consolidated Notes to the Financial Statements .............................17
Directors’ Declaration ......................................................................37
Independent Auditor’s Report ..........................................................38
Additional Information .....................................................................41
Share Registry
Company Secretary
Ivo Polovineo
Registered Office
Lindsay Gilligan
Non-Executive Chairman
Eoin Rothery
Chief Executive Officer
Gregory Jones
Non-Executive Director
Antonio Belperio
Non-Executive Director
Level 1, 80 Chandos Street
St Leonards, NSW 2065
PO Box 956,
Crows Nest, NSW 1585
Telephone: +61 (0)2 9906 6225
Email:
Website:
info@thomsonresources.com.au
www.thomsonresources.com.au
Boardroom Pty Limited
GPO Box 3993
Sydney, NSW 2001
Telephone: +61 (0)2 9290 9600
Website:
www.boardroomlimited.com.au
Auditors
Bankers
BDJ Partners
Level 13, 122 Arthur Street
North Sydney, NSW 2060
Macquarie Bank
Commonwealth Bank
Bankwest
Securities Exchange Listing
Australian Securities Exchange
ASX code: TMZ
ACN
138 358 728
Annual Report 2018
THOMSON RESOURCES
Level 1, 80 Chandos Street
St Leonards, NSW 2065 Australia
ACN 138 358 728