THOMSON RESOURCES LTD
ABN 82 138 358 728
ANNUAL REPORT 2019
CONTENTS & CORPORATE DIRECTORY
Chairman’s Report ........................................................................................................................................................... 1
Review of Operations ....................................................................................................................................................... 2
Schedule of Tenements .................................................................................................................................................. 3
Directors’ Report .............................................................................................................................................................. 4
Consolidated Statement of Comprehensive Income ................................................................................................. 12
Consolidated Statement of Financial Position ............................................................................................................ 13
Consolidated Statement of Cash Flows ...................................................................................................................... 14
Consolidated Statement of Changes in Equity ........................................................................................................... 15
Consolidated Notes to the Financial Statements ....................................................................................................... 16
Directors' Declaration .................................................................................................................................................... 34
Independent Auditor’s Report ...................................................................................................................................... 35
Additional Information .................................................................................................................................................... 39
Principal and Registered Office
Level 1, 80 Chandos Street
St Leonards, NSW 2065
PO Box 956, Crows Nest
NSW 1585
Telephone: +61 2 9906 6225
Email:
info@thomsonresources.com.au
Website: www.thomsonresources.com.au
Securities Exchange Listing
Australian Securities Exchange
ASX Code: TMZ
Board of Directors
David Williams - Non-Executive Chairman
Richard Willson - Non-Executive Director
Eoin Rothery - Managing Director & CEO
Company Secretary
Richard Willson
ASX Share Register
Boardroom Pty Limited
GPO Box 3993
Sydney, NSW 2001
Telephone: +61 2 9290 9600
www. boardroomlimited.com.au
Auditor
BDJ Partners
Level 8, 124 Walker Street
North Sydney, NSW 2060
CHAIRMAN’S REPORT
Dear Shareholder
The 2018/19 year has been a very frustrating one for the Company with, unfortunately, not much to show for the efforts of
the Management team. This has largely been brought about by the lack of performance by BeiSur OstBarat Agency Ltd
(“BeiSur”) under the Bygoo Tin Project farm-in, which resulted ultimately in the termination of that Farm-in Agreement due
to the failure of BeiSur to make the agreed payments.
That Farm-in Agreement and non-performance by BeiSur has been a major overhang for the Company both in respect of
its ability to raise capital for its other projects, as well as the progression of the Bygoo Tin Project itself. We know that the
Company has an excellent project in the Bygoo Tin Project and an emerging gold play with the Harry Smith gold prospect.
After the end of the Financial Year Messrs Gilligan, Belperio and Jones resigned from the Board of Directors and Richard
Willson and I were appointed. Each of Messrs Gilligan, Belperio and Jones had been Directors with the Company since its
inception and IPO and I am sure shareholders are extremely grateful to them for their continued efforts and stewardship
over the years. Eoin Rothery has remained on as the Managing Director, for which Richard and I are very appreciative.
The primary focus of the new Board has been, and is, to resolve matters with BeiSur and remove the overhang so that the
Company can get on with exploration, raise needed funds and start clawing back lost shareholder value. This is no easy
task, but there is a resolve from the Board to achieve these outcomes.
On behalf of the Board, I thank you for your patience and look forward to being able to speak to on a more positive note in
the near future.
David Williams
Chairman
1 > Thomson Resources Ltd Annual Report 2019
REVIEW OF OPERATIONS
Project Activities
Bygoo Tin
Thomson Resources made good progress at its more advanced projects with successful drilling campaigns at Bygoo Tin and
Harry Smith Gold in NSW. Further drilling campaigns are planned to follow up these good results.
At Bygoo the target was a newly discovered second greisen that runs perpendicular and at a shallower depth than the Main
Zone drilled from 2015 to 2018. The two greisens intersect under the old Dumbrells shallow pit. The new “Dumbrells” greisen
was delineated for more than 200m in length with ten holes for 762m and is open in both directions. The average intercept
(calculated from 8 holes) was 11m at 0.4% Sn from 29m depth (see Thomson’s ASX release of 7 January 2019).
Regionally, a new area of tin lodes at Big Bygoo was drilled with fifteen holes for 1036m - all four lodes drilled returned
significant tin values, with a standout intercept of 24m at 0.6% Sn from a depth of 46m at the Titanic lode (see Thomson’s
ASX release of 7 January 2019).
New modelling showed the potential for both the Main and Dumbrells Zones to extend significantly along strike and down dip.
In particular the N-S Dumbrells zone may extend through the Smiths old tin workings towards the Big Bygoo area 1.5km to
the south, an area with little or no previous testing.
The Bygoo Farm in with BeiSur OstBarat Agency Ltd. expired on June 30th, 2019, meaning that the project reverts 100% to
Thomson Resources. Negotiations are continuing over possible future participation of BeiSur in the Bygoo Project.
Harry Smith Gold
Nine holes for 833m were drilled at the Harry Smith project with outstanding results from the two holes drilled on the Silver
Spray lode, 130m south of the Golden Spray workings drilled earlier last year. Hole HSRC008 intercepted 49m at 0.8 g/t Au
from 30m depth, while HSRC009, drilled 30m to the west, intercepted 17m at 5.2 g/t Au from 38m depth, including 9m at 9.2
g/t Au from 38m.
Regionally, an XRF and rock chip survey revealed promising surface gold at the Old Gladstone workings, two lines of shallow
pits and shafts 4km east of Harry Smith.
Chillagoe Gold
Thomson applied for EPM application 27186 which covers 72 square km in the Chillagoe area of North Queensland. The area
is prospective for intrusion-related gold and the EPM features several prospects with strong surface gold and limited or no
drilling.
Tenement Holdings and Joint Ventures
Thomson holds 7 Exploration Licenses in NSW covering 676 square kilometres, after three ELs were relinquished during the
quarter. A joint venture arrangement is in place over Havilah (EL 7391) with Silver Mines Ltd (ASX:SVL). Thomson also holds
EPM 27186 in Queensland as described above.
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.
2 > Thomson Resources Ltd Annual Report 2019
SCHEDULE OF TENEMENTS
As at 26 August 2019
Tenement
Tenement No.
Interest
Joint Venture Details
New South Wales
Havilah
Toburra
Wilga Downs
Gibsonvale
Bygoo
Mt Paynter
Frying Pan
Queensland
EL 7391
EL 8011
EL 8136
EL 8163
EL 8260
EL 8392
EL 8531
100%
Silver Mines Limited can earn 80%
100%
100%
100%
100%
100%
100%
EPM 27186
100%
Application Pending
EL = Exploration Licence
Note 1:
BeiSur retains a First Right of Refusal on the sale of EL8531 and a preferred right to purchase tin
products from that EL.
3 > Thomson Resources Ltd Annual Report 2019
the
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, that discovered 15 million 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
full year of
in
production. Eoin has led Thomson Resources since
2009, through the initial IPO and to the Bygoo discovery.
record
first
its
During the past three years Eoin has not served as a
director of any other listed companies.
Richard Willson B.Acc, FCPA, FAICD
Non-executive director and company
secretary
Director since 31 July 2019
Richard is an experienced, Non-Executive Director,
Company Secretary and CFO with more than 20 years’
the mining and
experience predominantly within
agricultural sectors for both publicly listed and private
companies. Richard has a Bachelor of Accounting from
the University of South Australia, is a Fellow of CPA
Australia, and a Fellow of the Australian Institute of
Company Directors.
He is a Non-Executive Director of Graphene Technology
Solutions Limited, and the not-for-profit Unity Housing
Company; and Company Secretary of a number of ASX
Listed Companies. Richard is the Chairman of the Audit
Committee of Titomic Limited, AusTin Mining Limited,
and Unity Housing Company, and is the Chairman of the
Remuneration & Nomination Committee of Titomic
Limited.
During the past three years Richard has also served as
a director of the following listed companies:
Titomic Limited – appointed 27 May 2017
AusTin Mining Limited – appointed 18 January 2013
DIRECTORS’ REPORT
Your Directors submit their report for the year ended 30
June 2019.
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.
David Williams
Non-executive chairman
Director since 31 July 2019
David Williams is an experienced executive, having been
the managing director of Marmota Limited, a gold,
copper and uranium explorer in SA, the former chairman
of Lithex Resources Limited, a graphite and nickel
explorer, and former president of Heathgate Resources
Pty Ltd, the owner and operator of the Beverley uranium
mine in South Australia. He also held the position of
managing director of a number of ASX listed and unlisted
companies in various sectors and brings over 20 years
of experience in the energy and resource industry. This
has included a number of minerals companies in
exploration, production, developing new mines and
reviewing commerciality of existing operations. Energy
sector experience has ranged from operation and
expansion of gas transport infrastructure, buying and
selling gas, exploration and production of oil and gas.
David has demonstrated ability
to develop and
implement major strategic directional changes including
capital raising, acquisitions and mergers, cost and labour
reductions. David is currently Chief Executive Officer of
Keyhole TIG Limited, which is currently merging with
Serpentine Technologies Limited (ASX: S3R) and
Chairman of Patron Resources Limited, a minerals
explorer primarily focused on gold in South Australia.
During the past three years David has also served as a
director of the following listed companies:
Marmota Limited – appointed 9 September 2014,
resigned 13 November 2016
Eoin Rothery, MSc MAIG, RPGeo
Managing director and 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.
4 > Thomson Resources Ltd Annual Report 2019
DIRECTORS’ REPORT
Lindsay Gilligan, PSM, BSc (Hons),
MAppSc, MBA, FAIG, FSEG
Non-executive chairman
Director since 16 December 2009 (resigned 31 July
2019)
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.
Lindsay has extensive experience
in government
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.
Gregory Jones, BSc (Hons), MAusIMM,
MAIG
Non-executive director
Director since 17 July 2009 (resigned 31 July 2019)
Greg is a geologist with over 30 years of exploration and
operational experience gained in a broad range of
metalliferous commodities within Australia and overseas.
Greg has held senior positions in a number of resource
companies including Western Mining Corporation and
Sino Gold Mining Limited. His experience spans the
spectrum of exploration activity
from grass-roots
exploration through to resource definition and new
project generation, as well as mine geology, ore
resource/reserve
new mine
development.
generation
and
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.
5 > Thomson Resources Ltd Annual Report 2019
During the past three years Greg has also served as a
director of the following listed companies:
Variscan Mines Limited – appointed 20 April 2009,
resigned 30 September 2018
Eastern Iron Limited – appointed 24 April 2009,
resigned 27 November 2017
Silver City Minerals Limited – appointed 30 April
2009, resigned 28 February 2019
Moly Mines Limited – appointed August 2014,
resigned 17 April 2018
Antonio Belperio, PhD, BSc (Hons)
Non-executive director
Director since 17 July 2009 (resigned 31 July 2019)
Tony is a geologist with over 35 years’ experience in a
broad
including
environmental, marine and exploration geology.
range of geological disciplines
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
2,110,000
-
-
110,000
310,000
1,500,000
Options
5,000,000
-
2,500,000
2,500,000
2,500,000
E Rothery
D Williams
R Willson
L Gilligan
G Jones
T Belperio
DIRECTORS’ REPORT
Company Secretary (resigned 31
July 2019)
Ivo Polovineo, FIPA
Ivo was appointed Company Secretary of Thomson
Resources on 16 February 2010. Ivo has over 30 years’
experience
finance and
in corporate accounting,
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.
Non-executive chairman Lindsay Gilligan resigned
31 July 2019.
Non-executive director Gregory Jones resigned 31
July 2019.
Company Secretary Ivo Polovineo resigned 31 July
2019.
Non-executive chairman David Williams appointed
31 July 2019.
Non-executive director and Company Secretary
Richard Willson appointed 31 July 2019.
Ivo is currently also Company Secretary of Lynas
Corporation Ltd.
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.
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
5,500,000
Class of
share
Ordinary
Exercise
price of
option
$0.06
Expiry date
of options
24 Nov 19
203,077
Ordinary
$0.065
29 May 20
100,000
480,000
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
8,500,000
Ordinary
$0.06
29 Nov 21
15,160,956
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.
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
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 loss of
$1,029,136 (2018: profit $665,909).
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 2019
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:
6 > Thomson Resources Ltd Annual Report 2019
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
Remuneration philosophy
The objective of the Company’s remuneration framework
is to ensure reward for performance is competitive and
appropriate for the results delivered. The framework
aligns executive reward with achievement of strategic
objectives and the creation of value for shareholders.
The Board believes that executive remuneration satisfies
the following key criteria:
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.
DIRECTORS’ REPORT
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
impacts
Thomson Resources holds exploration licences issued
by New South Wales Department of
Industry –
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.
relation
Remuneration report (audited)
This remuneration report for the year ended 30 June
2019 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
The remuneration report details
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.
7 > Thomson Resources Ltd Annual Report 2019
DIRECTORS’ REPORT
Non-executive director (NED)
remuneration arrangements
Directors are entitled to remuneration out of the funds of
the Company but the remuneration of the Non-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
travelling,
also entitled
in
accommodation and other expenses
consequence of their attendance at Board meetings and
otherwise in the execution of their duties as Directors.
to be paid
reasonable
incurred
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 remuneration
to $124,569 p.a. at 30 June 2019.
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 2019 (2018: $1,350 per day).
Termination payments: Nil.
Directors and key management personnel remuneration for the year ended 30 June
2019
Short-term
benefits
Cash salary and
fees
$
13,699
113,762
9,132
9,132
145,725
Directors
L Gilligan
E Rothery
G Jones
T Belperio
Other key management personnel
I Polovineo
32,400
178,125
Post
employment
Share-based
payments
Superannuation
$
Options
$
Total
$
Consisting of
options
%
1,301
10,807
868
868
13,844
-
13,844
17,250
34,500
17,250
17,250
86,250
11,500
97,750
32,250
159,069
27,250
27,250
245,819
43,900
289,719
53%
22%
63%
63%
26%
No performance based remuneration was paid in the 2019 and 2018 financial period.
8 > Thomson Resources Ltd Annual Report 2019
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
Share-based compensation
Employee share option plan
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
-
-
-
-
-
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.
Compensation options: granted and vested during the year
There were share based payments granted to Directors and Key Management personal during the financial year with a
total value (expense) of $97,750.
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
6
6
6
6
6
6
6
6
2
2
2
2
2
2
2
2
1
-
1
1
1
-
1
1
9 > Thomson Resources Ltd Annual Report 2019
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
2019, I declare that, to the best of my knowledge and belief, there have been:
i)
no contraventions of the independence requirements of the Corporations Act 2001 in
relation to the audit; and
ii) no contraventions of any applicable code of professional conduct in relation to the
audit.
BDJ Partners
…………………………………………………
Anthony Dowell
Partner
17 September 2019
Phone
+61 2 9956 8500
Email
bdj@bdj.com.au
Office
Level 8, 124
Walker Street
North Sydney
NSW 2060
Postal
PO Box 1664,
North Sydney
NSW 2059
Liability limited by a
scheme approved
under Professional
Standards Legislation.
Please refer to the
website for our
standard terms of
engagement.
DIRECTORS’ REPORT
Non-audit services
The Company’s auditor, BDJ Partners did not provide non-audit services during the year ended 30 June 2019 (2018: 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 18 day of September 2019 in accordance with a resolution of the Directors.
David Williams
Chairman
11 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2019
2018
$
1,166,089
(25,065)
(24,800)
(67,937)
(1,026)
(26,872)
(291,864)
(12,781)
(21,600)
-
(28,235)
665,909
Revenue
ASX and ASIC fees
Audit fees
Contract administration services
Depreciation expense
Employee costs (net of costs recharged to exploration projects)
Note
3
17
2019
$
7,994
(29,266)
(26,600)
(64,056)
(1,314)
(50,293)
Exploration expenditure expensed
8
(692,058)
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)
13
4
12
14
14
(15,134)
(18,000)
(97,750)
(42,659)
(1,029,136)
-
-
(1,029,136)
665,909
-
-
-
-
(1,029,136)
665,909
(0.92)
(0.92)
0.65
0.65
The Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
12 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2019
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
2019
$
220,776
14,820
50,000
285,596
80,000
2,170
2,209,347
2,291,517
2,577,113
28,307
75,410
103,717
-
-
103,717
2,473,396
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
8,643,335
(6,459,539)
289,600
2,473,396
8,460,208
(5,466,553)
228,000
3,221,655
The Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
13 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2019
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
Note
2019
$
2018
$
(250,434)
(315,907)
-
-
-
8,628
(241,086)
(448,184)
-
-
(448,184)
-
1,280,000
-
1,818
965,911
(547,537)
(3,018)
(20,000)
(570,555)
Proceeds from issue of shares/share applications
110,000
310,949
Proceeds from borrowings
Repayment of borrowings
Equity raising expenses
Net cash flows from financing activities
Net increase/(decrease) in cash held
Add opening cash brought forward
Closing cash carried forward
-
(1,884)
108,166
(581,874)
802,650
220,776
(50,000)
-
260,949
656,305
146,345
802,650
24
The Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
14 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2019
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:
Issued
capital
$
Accumulated
losses
$
Reserves
$
Total
equity
$
Note
8,138,559
(6,174,657)
211,995
2,175,897
-
-
-
665,909
-
665,909
-
-
-
-
665,909
-
665,909
321,649
58,200
58,200
Issue of share capital, net of transaction costs
321,649
Issue of unlisted options
Expired/exercised option value transferred to
Accumulated Losses
-
-
-
-
42,195
(42,195)
-
At 30 June 2018
At 1 July 2018
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
Share based payments
Expired/exercised option value transferred to
Accumulated Losses
8,460,208
(5,466,553)
228,000
3,221,655
8,460,208
(5,466,553)
228,000
3,221,655
-
-
-
(1,029,136)
-
(1,029,136)
183,127
-
-
(1,029,136)
-
(1,029,136)
183,127
97,750
-
-
-
97,750
-
36,150
(36,150)
-
At 30 June 2019
8,643,335
(6,459,539)
289,600
2,473,396
The Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
15 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
1. Corporate information
The financial report of Thomson Resources Ltd (the
Company) for the year ended 30 June 2019 was
authorised for issue in accordance with a resolution of
the Directors on 18 September 2019.
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.
16 > Thomson Resources Ltd Annual Report 2019
Non-controlling interests are allocated their share of
profit after tax in the statement of comprehensive income
and are presented within equity in 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.
from
the date on which control
Subsidiaries are fully consolidated from the date on
which control is transferred to the Group and cease to be
consolidated
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 2019
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
All investments are initially recognised at cost, being the
fair value of the consideration given and including
acquisition charges associated with the investment. After
initial recognition, investments, which are classified as
held-for-trading and available-for-sale, are measured at
fair value. Gains or losses on investments held-for-
trading are recognised in the income 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.
fixed
financial
assets with
Non-derivative
or
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
long-term
included
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
substantially the same or is calculated based on the
expected cash flows of the underlying net asset base of
the investment.
17 > Thomson Resources Ltd Annual Report 2019
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.
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.
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
Such expenditure comprises net direct costs and, in the
same manner as
for exploration and evaluation
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 to settle the obligation and a reliable estimate
can be made of the amount of the obligation.
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 amount
less an allowance for any uncollectible 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.
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
18 > Thomson Resources Ltd Annual Report 2019
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.
Where the Group expects some or all of a provision to be
reimbursed, for example under an insurance contract,
the reimbursement is 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. A liability in respect of superannuation at the
rate has been
current superannuation guarantee
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
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
is made
the
for
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
grant date. The income statement charge or credit for a
period represents the movement in cumulative expense
recognised as at the beginning and end of that period.
No expense is recognised for awards that do not
ultimately vest, except for awards where vesting is only
conditional upon a market condition.
If the terms of an equity-settled award are modified, at a
minimum an expense is recognised as if the terms had
not been modified. In addition, an expense is 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.
Leases
Finance leases, which transfer to 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 minimum lease payments. Lease
payments are 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.
Initial direct costs
Leases where the lessor retains substantially all the risks
and benefits of ownership of the asset are classified as
operating
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.
incurred
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 exactly
discounts estimated future cash receipts through the
expected life of the financial instrument) to the net
carrying amount of the financial asset.
Dividends
Revenue is recognised when the shareholders’ right to
receive the payment is established.
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
in subsidiaries,
investments
associated with
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.
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
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
19 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
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.
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 to,
the taxation authority is included as part of receivables
or payables in the balance sheet.
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.
20 > Thomson Resources Ltd Annual Report 2019
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.
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 does
not generate cash inflows that are largely 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).
there
is any
indication
An assessment is also made at each reporting date as to
whether
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
of depreciation, had no impairment loss been 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
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
increase. After such a
revaluation
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.
reversal
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:
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
exploration expenditure
the exercise of
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.
21 > Thomson Resources Ltd Annual Report 2019
Divided by the weighted average number of ordinary
shares and dilutive potential ordinary shares,
adjusted for any bonus element.
Going concern
The financial report has been prepared on the going
concern basis, which assumes continuity of normal
business activities and the realisation of assets and the
settlement of liabilities in the ordinary course of business.
The Directors continue to investigate options to raise
additional funds through capital raising and joint ventures
to meet the Group’s minimum project development and
administrative expenses in the next twelve months
following the date of signing of the financial report. The
Directors believe that, subject to the ability to raise the
required additional funds and the continued reduction in
operating costs and exploration expenditure, the Group
will have sufficient working capital to enable the Group to
continue as a going concern.
If all of these options are unsuccessful, this may indicate
there is a material uncertainty that may cast significant
doubt on the Group’s ability to continue as a going
concern.
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 Entity for the
year ended 30 June 2019. The Consolidated Entity plans
to adopt these standards at their application dates as
detailed below.
AASB 16 Leases (effective 1 January 2019)
AASB 16 removes the classification of leases as either
operating leases or finance leases for the lessee
effectively treating all leases as finance leases. Short
term leases (less than 12 months) and leases of a low
lease accounting
value are exempt
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 July 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.
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.
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
3. Revenue from ordinary activities
Interest received – other persons/corporation
Consulting and joint venture income
4.
Income tax
2019
$
7,994
-
7,994
2019
$
2018
$
2,452
1,163,637
1,166,089
2018
$
Prima facie income tax (credit) on operating profit/(loss) at 27.5% (2018:
27.5%)
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
(283,012)
183,125
-
-
(283,012)
(183,125)
-
-
No provision for income tax is considered necessary in respect of the Company for the period 30 June 2019.
The Group has a deferred income tax liability of Nil (2018: 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
$6,443,450 (2018: $5,414,314) as at 30 June 2019.
A benefit of 27.5% (2018: 27.5%) of approximately $1,771,949 (2018: $1,488,936) 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
2019
$
45,776
175,000
220,776
2018
$
284,963
517,687
802,650
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.
22 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
6. Receivables – current
GST receivables
Prepayments
Interest receivable
Other debtors
7. Tenement security deposits
Current
Non-Current
2019
$
-
11,518
-
3,302
14,820
2019
$
50,000
80,000
130,000
2018
$
1,338
10,392
634
2
12,366
2018
$
10,000
120,000
130,000
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
2019
$
2,441,127
460,278
(692,058)
2,209,347
2018
$
2,053,144
679,847
(291,864)
2,441,127
1,597,760
611,587
2,209,347
1,410,502
1,030,625
2,441,127
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
PAYG payable
23 > Thomson Resources Ltd Annual Report 2019
2019
$
11,321
14,000
2,986
28,307
2018
$
20,506
69,881
2,999
93,386
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
10. Liabilities - provisions
Current
Annual leave
Long Service Leave
11. Contributed equity
Share capital
112,814,189 fully paid ordinary shares (2018: 103,728,149)
Fully paid ordinary shares carry one vote per share and carry the right to
dividends.
Share capital applications
Share issue costs
2019
$
41,735
33,675
75,410
2018
$
42,451
32,135
74,586
2019
$
2018
$
9,383,978
8,958,966
-
(740,643)
8,643,335
240,000
(738,758)
8,460,208
Number
$
102,115,751
8,877,317
Movements in ordinary shares on issue
At 30 June 2017
Shares issued
Shares issued
At 30 June 2018
Shares issued
Shares issued
(i)
(ii)
909,090
703,308
103,728,149
(iii)
7,000,000
(iv)
200,000
1,000,000
886,040
50,000
31,649
8,958,966
350,000
10,000
34,000
31,012
Shares issued (v)
Shares issued (vi)
At 30 June 2019
112,814,189
9,383,978
(i)
(ii)
In July 2017 the Company issued 909,090 shares at $0.055 as part repayment for a Loan Agreement.
In March 2018 the Company issued 703,308 shares at $0.045 in a share placement and in lieu of creditor payments.
(iii)
In July 2018 the Company issued 7,000,000 shares at $0.05 in a private placement.
(vi)
In July 2018 the Company issued 200,000 shares at $0.05 in lieu of payment of a debt to a creditor.
(v)
(vi)
In August 2018 the Company issued 1,000,000 shares at $0.05 in a share placement in part consideration for a
land access agreement.
In December 2018 the Company issued 886,040 shares at $0.035 in a share placement and in lieu of creditor
payments.
24 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
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
2019
$
2018
$
(5,466,553)
(6,174,657)
36,150
(1,029,136)
(6,459,539)
42,195
665,909
(5,466,553)
2019
$
228,000
(36,150)
97,750
-
289,600
2018
$
211,995
(42,195)
-
58,200
228,000
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 2019. At the date of this report there were 500,000 options issued under this ESOP.
2019
2018
7,000,000
8,500,000
-
(1,500,000)
14,000,000
11,850,00
-
-
(4,850,000)
7,000,000
Summary of options granted
Outstanding at the beginning of the year
Granted during the year
Forfeited/cancelled during the year
Expired during the year
Outstanding at the end of the year
The outstanding balance as at 30 June 2019 is represented by:
5,500,000 options exercisable at $0.06, expiry 24 November 2019
8,500,000 options exercisable at $0.06, expiry 30 November 2021
25 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 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
Nov 16
Number of
options
granted
5,500,000
Exercise
price
$0.06
Expiry date
24 Nov 19
Expected
volatility
59.74%
Risk-
free
rate
1.89%
Expected
life
years
3
Estimated
fair value
$0.0219
Model
used
Binomial
Nov 18
8,500,000
$0.06
30 Nov 21
70.00%
2.00%
3
$0.0115
Binomial
(a)
(b)
TOTAL
14,000,000
(a) 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.
(b) 8,500,000 options were issued to Directors of the Company and approved by shareholders at the Company’s AGM
held on 30 November 2018.
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
Weighted average contractual life
Range of exercise price
Unlisted options issued
Movements in unlisted options on issue
2019
$0.06
$0.06
-
$0.06
$0.06
2018
$0.06
-
-
$0.06
$0.06
1.60 years
1.19 years
$0.06 - $0.06
$0.06 - $0.06
Number
$
At 30 June 2017
Shares issued
Shares issued
Shares issued
Shares issued
At 30 June 2018
Shares Issued
At 30 June 2019
(i)
(ii)
(iii)
(iv)
203,077
100,000
480,000
97,879
280,000
1,160,956
-
1,160,956
13,200
6,000
25,200
6,000
21,000
71,400
-
71,400
(i) 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.
(ii) 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.
(iii) 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.
(iv) 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.
26 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
14. Earnings per share
Net profit/(loss) used in calculating basic and diluted gain/(loss) per share
(1,029,136)
Number
665,909
Number
2019
2018
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
111,863,468
103,203,526
Cents per share
Cents per share
(0.92)
(0.92)
0.65
0.65
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
2019
$
178,125
13,844
97,750
289,719
2018
$
152,153
11,566
-
163,719
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.
110,000
2,110,000
310,000
1,500,000
125,000
4,155,000
110,000
2,110,000
310,000
-
-
-
-
-
-
-
-
-
140,000
1,500,000
-
125,000
140,000
4,155,000
2019
L Gilligan
E Rothery
G Jones
T Belperio
I Polovineo
2018
L Gilligan
E Rothery
G Jones
T Belperio
I Polovineo
110,000
2,110,000
310,000
1,500,000
125,000
4,155,000
110,000
2,110,000
310,000
1,360,000
125,000
4,015,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
27 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
Option holdings of key management personnel
Share options held in Thomson Resources Ltd
Balance
at
1 July
no.
Granted
as
compe-
nsation
no.
Exercised
no.
Net other
change
no.
Balance at
30 June
no.
Balance
vested at
30 June
no.
Vested
but not
exerc-
isable
no.
Vested
and
exercise
-able
no.
Options
vested
during
year
no.
2019
L Gilligan
1,000,000
1,500,000
E Rothery
3,500,000
3,000,000
G Jones
1,000,000
1,500,000
T Belperio
1,000,000
1,500,000
I Polovineo
500,000
1,000,000
7,000,000
8,500,000
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
11,200,00
0
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,500,000
2,500,000
(1,500,000)
5,000,000
5,000,000
-
-
-
2,500,000
2,500,000
2,500,000
2,500,000
1,500,000
1,500,000
(1,500,000)
14,000,000
14,000,000
(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
-
-
-
-
-
-
-
-
-
-
-
-
2,500,000
5,000,000
2,500,000
2,500,000
1,500,000
14,000,00
0
1,000,000
3,500,000
1,000,000
1,000,000
500,000
7,000,000
-
-
-
-
-
-
-
-
-
-
-
-
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
2019
100
100
2018
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
2019
$
26,600
-
26,600
2018
$
24,800
-
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.
28 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
Costs are accounted for in accordance with the terms of joint venture agreements and in accordance with Note 2. One
joint venture was terminated in 2018-2019. Percentage equity interests in joint ventures at 30 June 2019 were as follows:
Joint Ventures
Havilah EL 7391 (Silver Mines Ltd ASX:SVL)
Bygoo Els 8260 and 8136 (Bei Sur OstBarat Agency)
19. Segment information
The operating segments identified by management are as follows:
Percentage
interest 2019
Percentage
interest 2018
100
100
100
100
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.
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.
20. Contingent liabilities
The Group has provided guarantees totalling $130,000 (2018: $130,000) in respect of exploration tenements in NSW as
at 30 June 2019. 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.
29 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
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 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
2019
$
220,776
3,302
130,000
354,078
2018
$
802,650
12,366
130,000
945,016
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.
30 > Thomson Resources Ltd Annual Report 2019
-
-
-
-
-
-
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
The following table details the Company’s contractual maturities of financial liabilities:
Financial liabilities
2019
Payables
2018
Payables
Carrying
amount
$
28,307
28,307
93,386
93,386
<12 months
$
1-3 years
$
>3 years
$
28,307
28,307
93,386
93,386
-
-
-
-
The following table details the Company’s expected maturity for financial assets:
Financial assets
2019
Cash at bank and term deposits
Receivables
Deposit with bank
2018
Cash at bank and term deposits
Receivables
Deposit with bank
Interest rate risk
Carrying
amount
$
220,776
3,302
130,000
354,078
802,650
12,366
130,000
945,016
<12 months
$
1-3 years
$
>3 years
$
220,776
3,302
50,000
274,078
802,650
12,366
10,000
825,016
-
-
-
-
-
-
-
-
80,000
80,000
-
-
120,000
120,000
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
2019
$
0.08%
45,776
1.70%
175,000
2018
$
0.08%
284,963
2.08%
517,687
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.
31 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
The Company’s exposure to interest rate risk is set out in the table below:
Sensitivity analysis
2019
Cash and cash equivalents
Tax charge of 30%
Carrying
amount
$
220,776
-
After tax profit increase/(decrease)
220,776
2018
Cash and cash equivalents
Tax charge of 30%
802,650
-
After tax profit increase/(decrease)
802,650
+1.0% of AUD IR
-1.0% of AUD IR
Profit
$
Other equity
$
Profit
$
Other equity
$
2,208
(607)
1,601
8,027
(2,408)
5,619
-
-
-
-
-
-
(2,208)
607
(1,601)
(8,027)
2,408
(5,619)
-
-
-
-
-
-
The above analysis assumes all other variables remain constant.
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
2019
$
0
0
0
2018
$
0
0
0
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 2019 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:
Non-executive chairman Lindsay Gilligan resigned 31 July 2019.
Non-executive director Gregory Jones resigned 31 July 2019.
Company Secretary Ivo Polovineo resigned 31 July 2019.
Non-executive chairman David Williams appointed 31 July 2019.
32 > Thomson Resources Ltd Annual Report 2019
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2019
Non-executive director and Company Secretary Richard Willson appointed 31 July 2019.
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
2019
$
(1,029,136)
1,314
97,750
-
692,058
-
824
(2,454)
(2,162)
2018
$
665,909
1,026
-
-
291,863
-
7,834
(2,005)
1,284
(241,806)
965,911
(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.
2019
$
45,776
175,000
220,776
2019
$
385,208
1,309,199
103,717
103,717
8,643,335
(7,763,603)
325,750
1,205,482
(1,028,872)
(1,028,872)
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
(415,797)
(415,797)
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
Profit/(loss) of the parent entity
Total comprehensive income/(loss) of the parent entity
33 > Thomson Resources Ltd Annual Report 2019
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 2019 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 2019.
(b)
(c)
(d)
On behalf of the Board
David Williams
Chairman
18 September 2019
34 > Thomson Resources Ltd Annual Report 2019
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 2019, 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 2019 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.
Material Uncertainty Related to Going Concern
We draw attention to Note 2 to the financial statements which states that the directors are
investigating options to raise additional funds. Should these measures be unsuccessful, it would
indicate a material uncertainty which may cast doubt about the Group's ability to continue as
a going concern and the Group's ability to pay its debts as and when they fall due. Our opinion
is not qualified in respect of this matter.
Phone
+61 2 9956 8500
Email
bdj@bdj.com.au
Office
Level 8, 124
Walker Street
North Sydney
NSW 2060
Postal
PO Box 1664,
North Sydney
NSW 2059
Liability limited by a
scheme approved
under Professional
Standards Legislation.
Please refer to the
website for our
standard terms of
engagement.
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.
Key audit matter
How our audit addressed the key audit
matter
Capitalised Deferred Exploration and Evaluation Expenditure
$2.2 million
Refer to Note 8
The consolidated entity owns the rights
to several exploration licenses in New
South Wales and Queensland.
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 employee’s salaries.
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 2019 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.
• 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 2019.
In our opinion, the Remuneration Report of Thomson Resources Ltd for the year ended 30 June
2019 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
................................................
Anthony Dowell
Partner
23 September 2019
ADDITIONAL INFORMATION
Information relating to shareholders
Information relating to shareholders at 5 September 2019.
Ordinary fully paid shares
There was a total of 112,814,189 fully paid ordinary shares on issue.
Options
There was a total of 15,160,956 unlisted options on issue.
Substantial shareholders
MINOTAUR RESOURCES INVESTMENTS
VARISCAN MINES LIMITED
BNP PARIBAS NOMS PTY LTD
AUSTRALIAN MINERAL & WATERWELL
Shareholding
14,700,000
18,100,000
10,000,000
8,885,732
At the prevailing market price of $0.027 per share, there were 125 shareholders with less than a marketable parcel of $500.
Top 20 shareholders of ordinary shares
MINOTAUR RESOURCES INVESTMENTS
VARISCAN MINES LIMITED
BNP PARIBAS NOMS PTY LTD
AUSTRALIAN MINERAL & WATERWELL
BLUESTONE 23 PTY LIMITED
VOLVERA GLOBAL ENTERPRISES LTD
OPEKA DALE PTY LTD
MR DAVID ANTHONY WARD & MS JENNIFER ANN NASH
SPRING CREEK EQUITIES PTY LTD
LEE KIM YEW
DBS VICKERS SECURITIES
CURRACLOE PTY LTD
WANG JIN
MR GEORGE DAVID BUTKERAITIS
BNP PARIBAS NOMINEES PTY LTD
MACT INVESTMENTS 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
Number
14,700,000
10,600,000
10,000,000
9,771,772
7,500,000
4,800,000
4,100,000
4,000,000
4,000,000
3,750,000
2,225,000
2,110,000
2,000,000
1,279,600
1,176,797
1,115,000
1,000,000
867,975
711,590
685,000
86,392,734
26,421,455
112,814,189
%
13.03
9.40
8.86
8.66
6.65
4.25
3.63
3.55
3.55
3.32
1.97
1.87
1.77
1.13
1.04
0.99
0.89
0.77
0.63
0.61
76.58
23.42
100.00
39 > Thomson Resources Ltd Annual Report 2019
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
15
5
85
145
86
336
5,003
17,375
841,900
6,116,654
105,833,257
112,814,189
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.
(a) 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
15,160,956
15,160,956
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
40 > Thomson Resources Ltd Annual Report 2019