Titan Minerals Limited
Annual Report 2017

Plain-text annual report

TITAN MINERALS LIMITED (ACN 117 790 897) Annual Report for the year ended 31 December 2017  T I T A N M I N E R A LS L I M I T E D – Y E A R E N D E D 3 1 D E CE M B E R 2 01 7 Corporate Directory Directors Matthew Carr Nicholas Rowley Robert Sckalor Cameron Henry Company Secretary Zane Lewis Registered Office & Principal Place of Business Auditors Suite 6, 295 Rokeby Road SUBIACO WA 6008 Telephone: +61 8 6555 2950 Facsimile: +61 8 6166 0261 Stantons International Audit and Consulting Pty Ltd Level 2, 1 Walker Avenue West Perth Western Australia 6005 Share Registry Australian Company Number Security Transfer Registrars Pty Limited 770 Canning Highway Applecross Western Australia 6151 Telephone +61 8 9315 2333 ACN 117 790 897 ASX Code TTM Australian Business Number ABN 97 117 790 897  T I T A N M I N E R A LS L I M I T E D – Y E A R E N D E D 3 1 D E CE M B E R 2 01 7 Contents Directors’ Report Auditor’s Independence Declaration Directors’ Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Cash Flow Statement Notes to the Consolidated Financial Statements Independent Audit Report Page 1 9 10 11 12 13 14 15 50 T I T A N M I N E R A LS L I M I TE D – Y E A R E N D E D 3 1 D E C E M B E R 2 01 7 Directors’ Report 1. Directors’ Information The directors and company secretary of Titan Minerals Limited and its subsidiaries (together the ‘Group’) during the financial year end until the date of this report were as follows: 2. Directors and Company Secretary Matthew Carr – appointed as director on 3 February 2017, current. On 17 August 2017 Mr Carr was appointed as Executive Director. Nicholas Rowley – appointed as a director on 9 August 2016, current. Robert Sckalor – appointed as director on 7 August 2017, current. Cameron Henry – appointed as director on 8 August 2017, current. Tim Morrison – appointed as a director on 10 August 2016, resigned 4 August 2017. Zane Lewis – appointed as company secretary on 11 August 2016, current. 3. Directors’ Meetings One meeting of the directors of the Company have been held since the administrators effectuated the Deed of Company Arrangement on the 4th October 2017 to balance date. 4. Corporate Governance On 25 August 2015 Martin Jones and Darren Weaver were appointed as voluntary administrators as the directors formed the view that the Company could not meet its obligations as they fell due. On 4 October 2017 the Deed of Company Arrangement (DOCA) was effectuated, and the Directors resumed operation of the Company. On 13 October 2017 the Company established the Corporate Governance Statement for operations post the DOCA. 5. Principal Activities The Group’s principal activities during the course of the financial year were exploration of copper and gold exploration concessions and development and production of a portfolio of medium sized gold projects in South America, with a primary focus on Peru. In addition Titan was the owner and operator of a gold and copper toll processing plant in Peru (San Santiago). 6. Significant changes in the state of affairs and review of operations The following significant changes in the state of affairs of the Consolidated Entity occurred during the financial year: The profit of the Group for the year ended 31 December 2017 amounted to $12,433,000 (31 December 2016: loss $947,000). Company Restructure / Recapitalisation On the 4 October 2017 the Deed of Company Arrangement was effectuated. This then allowed the Company to seek reinstatement to official quotation on the ASX which occurred on 17 October 2017. The prospectus dated 18 August 2017 outlined the various offers that were made being the following: Public Offer - the Company issued 600,000,000 shares at 1 cent per share raising $6,000,000 before costs; Employee Offer - the Company issued 70,000,000 shares at 1 cent per share to certain employees, contractors and consultants of the Company and its subsidiaries as an offset or to satisfy employee entitlements; Broker Offer - the Company issued 316,032,382 shares at 1 cent per share to the brokers appointed to manage the Public Offer in consideration for their facilitation of the Public Offer; SilverStream Offer - the Company issued 350,000,000 shares at 1 cent per share broken down as follows: 1. 45,000,000 Shares in full and final satisfaction of the debt owed by the Company to SilverStream under the MIZ Loan Facility; 2. 30,000,000 Shares in full and final satisfaction of the debt owed by the Company under the Existing Silver Stream Agreement and Existing Gold Stream Agreement; and 3. 275,000,000 Shares as promoter equity. 1 T I T A N M I N E R A LS L I M I TE D – Y E A R E N D E D 3 1 D E C E M B E R 2 01 7 Unsecured Creditor Offer - the Company issued 53,967,618 shares at 1 cent per share to the Deed Administrators (as trustees of the Creditors' Trust) on behalf of the Unsecured Creditors in full and final satisfaction and complete discharge of their Claims; and Andina Offer - the Company issued 235,000,000 shares at 1 cent per share to Andina Resources Limited (or its nominee/s) in full and final satisfaction of amounts owed by the Company to Andina and in consideration for Mantle's involvement with the Torrecillas Project, including Mantle granting the Company right to earn a 70% interest in the Torrecillas Earn-in Concessions. 7. Share Options As at the date of this report there are no options on issue. 8. Indemnification and Insurance of Officers During or since the end of the financial year the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows: The Company has entered into agreements to indemnify all directors and provide access to documents, against any liability arising from a claim brought by a third party against the Company. The agreement provides for the Company to pay all damages and costs which may be awarded against the directors. The Company has paid premiums to insure each of the directors 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 of the company, other than conduct involving a willful breach of duty in relation to the Company. The amount of the premium was $21,387 which was paid during the financial year. No indemnity has been sought for or paid to auditors. 9. Events Subsequent to Reporting Date There has not been any matter or circumstance that have arisen since the end of the financial year, that has significantly affected or may significantly affect, the operations of the Group, the results of the operations, or the state of the affairs of the Group in the future financial years, other than: On the 8 February 2018, 209,357 unlisted options expired. On the 26 March 2018 Titan Minerals Limited entered into a bid implementation agreement (BIA) with Andina Resources Limited, by which Titan will acquire all of the issued share capital in Andina via an off-market takeover bid. Andina is a Peru focussed unlisted public company incorporated in Australia. Under the bid, Andina shareholders will receive 1 fully paid ordinary share in the capital of Titan for every 1.18 Andina shares held (for a total of 561,656,385 Titan shares to be issued should 100% of Andina shareholders accept the bid). 10. Dividends No dividends have been paid or declared since the start of the financial year by the Company. The directors have recommended that no dividend be paid by the Company in respect of the year ended 31 December 2017. 11. Likely developments The Company will continue to pursue its principal activity of minerals exploration and gold and copper toll processing in Peru, particularly in respect to the projects, as outlined under the heading ‘Significant changes in the state of affairs and Review of operations’ of this Report. The Company will also continue to evaluate new business opportunities in Peru. 12. Environmental Issues The Company's operations comply with all relevant environmental laws and regulations, and have not been subject to any actions by environmental regulators. 2 T I T A N M I N E R A LS L I M I TE D – Y E A R E N D E D 3 1 D E C E M B E R 2 01 7 13. Proceedings on behalf of Company No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year. 14. Information on Directors and Company Secretary Matthew Carr Director (Executive Director) Qualifications and Experience: Mr Carr is a successful and experienced company director having founded Urban Capital Group. Urban Capital Group is a private equity company with a strong focus on property backed investment and security. Matthew is also the Non-Executive Chairman of Andina Resources Limited. Directorships of other listed companies in the 3 years prior to the end of the Financial Year: Interest in shares and options of the Company: Directors meetings attended: Appointed: N/A 5,000,000 Ordinary Shares 7,000,000 Class A Performance Rights 7,750,000 Class B Performance Rights 8,250,000 Class C Performance Rights 1 of 1 held during term of directorship in financial year 3 February 2017 Nicholas Rowley Director (Non-Executive Chairman) Qualifications and Experience: Mr Rowley is an experienced corporate executive with a strong financial background having previously worked in the financial services industry for over 10 years where he gained widespread experience in corporate advisory, M&A transactions and equities markets, advising domestic and international Institutional sales and high net worth individuals. He also advised on the equity financings of numerous ASX and TSX listed companies predominantly in the mining and resources sector. Mr Rowley currently serves as Director of Corporate Development for Galaxy Resources Ltd (ASX:GXY). Directorships of other listed companies in the 3 years prior to the end of the Financial Year: Interest in shares and options of the Company: Directors meetings attended: Appointed: Non Executive Director of Cobalt One Ltd (ASX:CO1) until 4 December 2017. 5,000,000 Ordinary Shares 7,000,000 Class A Performance Rights 7,750,000 Class B Performance Rights 8,250,000 Class C Performance Rights 1 of 1 held during term of directorship in financial year 9 August 2016 3 T I T A N M I N E R A LS L I M I TE D – Y E A R E N D E D 3 1 D E C E M B E R 2 01 7 Robert Sckalor Director (Non-Executive Director) Qualifications and Experience: Mr Sckalor has 30 years of experience working in the legal and financial markets worldwide and has worked on capital market and financial transactions on five continents. Currently he is Co-Founder and President of Capital Instincts, a Private Equity and Venture related investment company he founded 14 years ago while in London. Prior to founding Capital Instincts, Mr Sckalor was a director and General Counsel for Liquid Capital Markets (LCM), LTD, a London Investment and Financial company. Mr Sckalor assisted with the expansion of the firm from its single office in London to offices in Seoul and Sydney. Previously, Mr Sckalor worked as General Counsel, IDEAglobal Ltd in New York, Singapore and London. At the time, IDEAglobal was the world’s largest independent economic research company specializing in fixed income, equity, capital market and currency analysis. Mr Sckalor started his career practicing law, and has been a partner at The Simons Firm and Simons, Cuddy and Friedman. Mr Sckalor obtained his BA from Grinnell College and JD from Washington University, JD. Directorships of other listed companies in the 3 years prior to the end of the Financial Year: Interest in shares and options of the Company: Directors meetings attended: Appointed: N/A 3,500,000 Class A Performance Rights 3,875,000 Class B Performance Rights 4,125,000 Class C Performance Rights 0 of 1 held during term of directorship in financial year 7 August 2017 Cameron Henry Director (Non-Executive Director) Qualifications and Experience: Mr Henry comes from a project development and operational background specialising in minerals processing and oil and gas projects across the globe. Mr Henry is from a technical background with tertiary qualifications in engineering and project management and has advised for several ASX listed companies on development, acquisitions, and execution strategies at a number of levels. Mr Henry is currently Managing Director of Primero Group, a private engineering and construction company that specialises in minerals processing and has been a member of the Australian Institute of Company Directors (AICD) for over 5 years. Directorships of other listed companies in the 3 years prior to the end of the Financial Year: Interest in shares and options of the Company: Directors meetings attended: Appointed: Tim Morrison Director (Non-Executive Director) N/A 3,500,000 Class A Performance Rights 3,875,000 Class B Performance Rights 4,125,000 Class C Performance Rights 1 of 1 held during term of directorship in financial year 8 August 2017 Directorships of other listed companies in the 3 years prior to the end of the Financial Year: Interest in shares and options of the Company: Directors meetings attended: Appointed: Resigned: N/A Nil 0 of 1 held during term of directorship in financial year 10 August 2016 4 August 2017 Zane Lewis Company Secretary Qualifications and Experience: Mr Lewis has over 20 of years corporate advisory experience with various ASX and AIM listed companies. Mr Lewis is a fellow of Chartered Secretaries Australia and is a Non-Executive Director and Company Secretary for a number of ASX Listed companies. Appointed as company secretary on 11 August 2016. 4 T I T A N M I N E R A LS L I M I TE D – Y E A R E N D E D 3 1 D E C E M B E R 2 01 7 15. Remuneration Report (Audited) The Directors present the remuneration report for the Company and the Consolidated Entity for the year ended 31 December 2017. This remuneration report forms part of the Directors’ Report and has been audited in accordance with section 300A of the Corporations Act 2001 and details the remuneration arrangements for the key management personnel. Key management personnel are those persons who, directly or indirectly, have authority and responsibility for planning, directing and controlling the major activities of the Company and the Consolidated Entity. Remuneration is based on fees approved by the Board of Directors. There is no relationship between the performance or the impact on shareholder wealth of the Company for the current financial year or the previous financial years and either the remuneration of directors and executives or the issue of shares and options to directors. Remuneration is set at levels to reflect market conditions and encourage the continued services of directors and executives. The names and positions of key management personnel of the Company and of the Consolidated Entity who have held office during the financial year are: Nicholas Rowley Robert Sckalor Cameron Henry Matthew Carr Service Agreements Non-Executive Chairman Non-Executive Director Non-Executive Director Executive Director Remuneration and other terms of employment for the Executive Directors are formalised in a service agreement. For Non-Executive Directors these terms are set out in a Letter of Appointment. The major provisions of the agreements relating to remuneration per year are set out below. Name Base Salary Consulting fees Term of Agreement Notice Period Nicholas Rowley Matthew Carr Robert Sckalor Cameron Henry - - - - $72,000 No fixed term N/A $120,000 No fixed term 12/6 months* $72,000 No fixed term N/A $72,000 No fixed term N/A * Termination benefits: In the case of termination without cause by the Company Mr Carr is entitled to receive 12 months’ salary on top of the entitles mentioned below. In the case of termination without cause by Mr Carr then he is entitled to receive 6 months’ salary on top of the entitlements outlined below. Matthew Carr is entitled to an additional 1 months’ salary on top of the notice period for each year of continuous service to the company (pro-rata up to the date of leaving the entity). 5 Details of Remuneration T I T A N M I N E R A LS L I M I TE D – Y E A R E N D E D 3 1 D E C E M B E R 2 01 7 Compensation 12 months to 31 December 2017 Short Term Benefits2 $ Super- annuation $ Share based payments $ Total $ Percentage of remuneration that is equity based Compensation of Directors based on fees approved by the Board of directors. Nicholas Rowley Matthew Carr Robert Sckalor Cameron Henry Tim Morrison TOTAL COMPENSATION – FOR KEY MANAGEMENT PERSONNEL 18,000 30,000 18,000 18,000 - 84,000 - - - - - - 1,293 1,293 647 647 - 19,293 31,293 18,647 18,647 - 3,880 87,880 7% 4% 3% 3% - - Compensation 12 months to 31 December 2016 Short Term Benefits2 $ Super- annuation $ Share based payments $ Total $ Percentage of remuneration that is equity based Compensation of Directors based on fees approved by the Board of directors. Nicholas Rowley Matthew Carr Robert Sckalor Cameron Henry Tim Morrison TOTAL COMPENSATION – FOR KEY - - - - - - - - - - - - - - - - - - - - MANAGEMENT PERSONNEL - * The Company was under External administration from 25 August 2015, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016. - - - - - - - - - Shares and options held by Key Management Personnel Shareholdings Nicholas Rowley Matthew Carr Robert Sckalor Cameron Henry Tim Morrison 1 January 2017 or Appointment Issued as Compensation Net Change Other 31 December 2017 or Resignation Number of Ordinary Shares 5,000,000 5,000,000 - - - 5,000,000 5,000,000 - - - 10,000,000 10,000,000 - - - - - - - - - - - - 6 T I T A N M I N E R A LS L I M I TE D – Y E A R E N D E D 3 1 D E C E M B E R 2 01 7 Performance Rights 1 January 2017 or Appointment Issued as Incentive Net Change Other 31 December 2017 or Resignation Number of Ordinary Shares Nicholas Rowley Matthew Carr Robert Sckalor Cameron Henry Tim Morrison - - - - - - 23,000,000 23,000,000 11,500,000 11,500,000 - 69,000,000 - - - - - - 23,000,000 23,000,000 11,500,000 11,500,000 - 69,000,000 There were no options held by the directors during the year. Other Information There were no loans made to any Key Management Personnel during the year or outstanding at year end. Refer to Note 24 and 25 for further transactions with Key Management Personnel during the year. During the year the Company did not engage remuneration consultants to review its remuneration policies. End of Remuneration Report (Audited) 16. Business Risks and Uncertainties There are a number of risks that may have a material and adverse impact on the future operating and financial performance of the Company. These include the risks discussed in Note 26 of the consolidated financial statements, along with risks that are widespread and associated with any form of business and specific risks associated with the Company’s business and its involvement in the exploration and mining industry generally and in Peru in particular. While most risk factors are largely beyond the control of the Company, the Company will seek to mitigate the risks where possible. 17. Incomplete Records The Company was under External administration from 25 August 2015 to 4 October 2017, the financial information relating to the period 1 January 2016 to 31 December 2016 and 1 January 2017 to 4 October 2017 was not subject to the same accounting and internal control processes, which include the implementation and maintenance of internal controls that are relevant to the preparation and fair presentation of the financial report. Due to there being incomplete records, there may be actions that were taken by the previous directors and officers of the Company and its subsidiaries that the existing board is not aware of. Whilst the Directors are confident the Deed of Company Arrangement process deals with any outstanding liabilities at the parent entity level (as it was the only entity subject to the Deed of Company Arrangement), there is a risk that previous unknown actions may adversely affect the Company’s operations and financial position, including those of its retained subsidiaries. 18. Rounding The Company is of a kind referred to in ASIC Instrument 2016/191 dated 24 March 2016 and in accordance with that Class Order, amounts in the financial report and the Directors’ Report have been rounded off to the nearest thousand dollars, unless otherwise stated. 7 T I T A N M I N E R A LS L I M I TE D – Y E A R E N D E D 3 1 D E C E M B E R 2 01 7 19. Lead Auditor’s Independence Declaration In accordance with the Corporations Act 2001 section 307C the auditors of the Company have provided a signed Auditor’s Independence Declaration to the directors in relation to the year ended 31 December 2017. A copy of this declaration appears at the end of this report. Signed in accordance with a resolution of the directors. ________________________________ Matthew Carr Executive Director 29th day of March 2018 Perth, Western Australia 8 PO Box 1908 West Perth WA 6872 Australia Level 2, 1 Walker Avenue West Perth WA 6005 Australia Tel: +61 8 9481 3188 Fax: +61 8 9321 1204 ABN: 84 144 581 519 www.stantons.com.au Stantons International Audit and Consulting Pty Ltd trading as Chartered Accountants and Consultants 29 March 2018 Board of Directors Titan Minerals Limited Suite 6, 295 Rokeby Road SUBIACO WA 6008 Dear Sirs RE: TITAN MINERALS LIMITED In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Titan Minerals Limited. As Audit Director for the audit of the financial statements of Titan Minerals Limited for the year ended 31 December 2017, I declare that to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. Yours sincerely STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (Trading as Stantons International) (An Authorised Audit Company) Martin Michalik Director T I T A N M I N E R A L S L I M I T E D – Y E A R E N D E D 31 D E C E M BE R 2 0 1 7 Directors’ Declaration In accordance with a resolution of the directors of Titan Minerals Limited A.C.N. 117 790 897 (“Company”), I state that: A. In the opinion of the directors 1) As set out in Note 2(b), although the Directors have prepared the financial statements and notes thereto, to the best of their knowledge and based on the information made available to them, they are of the opinion that it is not possible to state that the full year financial statements and notes thereto: a) give a true and fair view of the consolidated entity’s financial position as at 31 December 2017 and of the performance for the year ended 31 December 2017; and b) complying with Australian Accounting Standards and the Corporations Act 2001; 2) the financial statements and notes also comply with the International Financial Reporting Standards as disclosed in Note 2; and 3) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. B. 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 ended 31 December 2017. On behalf of the Board of Directors. ________________________________ Matthew Carr Executive Director 29th day of March 2018 Perth, Western Australia 10 T I T A N M I N E R A L S L I M I T E D – Y E A R E N D E D 3 1 D E C E M B E R 2 01 7 Consolidated Statement of Profit and Loss and Other Comprehensive Income For the year ended 31 December 2017 Consolidated Year ended 31-Dec-17 31-Dec-16 Note $’000s $’000s CONTINUING OPERATIONS Revenue Cost of sales Gross loss Other revenue Occupancy expenses Employee benefits expense Depreciation and amortisation charges Administration expenses Foreign Exchange Finance costs Provision expense Reversal of provision of impairment of property, plant & equipment Loan forgiveness DOCA expenses Share based payments expense Other expenses PROFIT/ (LOSS) BEFORE INCOME TAX EXPENSE Income tax expense / (benefit) PROFIT/ (LOSS) FOR THE YEAR FROM CONTINUING OPERATIONS ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY Discontinued operations Loss for the year from discontinued operations Profit/ (Loss) for the year OTHER COMPREHENSIVE INCOME Items that may not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR EARNINGS PER SHARE Basic earnings per share From continuing operations Diluted earnings per share From continuing operations Basic earnings per share From discontinued operations Diluted earnings per share From discontinued operations 5a 5b 5b 5b 5b 6 18 18 18 18 639 (808) (169) 3 - - (213) (1,455) (16) - (22) 1,000 17,754 (2,350) (4) (259) 14,269 - 14,269 (1,836) 12,433 1,652 1,652 14,085 3.588 3.588 -0.462 -0.462 1,365 (1,009) 356 - - - (109) (623) 247 (6) - - - - - (150) (285) - (285) (662) (947) 1,341 1,341 394 (9.1) (9.1) - - Notes to the consolidated financial statements are included on pages 15 to 49. 11 T I T A N M I N E R A LS L I M I T E D – Y E A R E N D E D 3 1 D E C E M B E R 20 1 7 Consolidated Statement of Financial Position As at 31 December 2017 CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables Property, plant and equipment Mine assets Deferred exploration and evaluation expenditure TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Borrowings Provisions Other liability TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Trade and other payables TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS/ (LIABILITIES) EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY/ (DEFICIENCY) Note 22(a) 7 8 9 10 11 12 13 14 15 12 16 17 Consolidated 31-Dec-17 $’000s 31-Dec-16 $’000s 2,932 290 - 3,222 99 1,000 173 - 1,272 4,494 1,065 175 - - 1,240 2,205 2,205 3,445 1,049 91,051 2,574 (92,576) 1,049 58 - - 58 - - 500 - 500 558 8,504 9,581 1,997 5,948 26,030 - 26,030 (25,472) 78,619 918 (105,009) (25,472) Notes to the consolidated financial statements are included on pages 15 to 49. 12 TI T AN M I N E R A LS L I M I T E D – Y E A R E N DE D 3 1 D E CE M B E R 20 1 7 Consolidated Statement of Changes in Equity For the year ended 31 December 2017 Issued Capital Share Based Payment Reserve $’000s $’000s Foreign Currency Translation Reserve $’000s Accumulated Losses Total Equity $’000s $’000s Balance as at 31 December 2015 78,619 2,822 (3,245) (104,062) (25,866) Loss for the year Other comprehensive income for the year, net of income tax Total comprehensive Loss for the year Issue of shares - - - - - - - - - 1,341 1,341 - (947) - (947) - (947) 1,341 394 - Balance as at 31 December 2016 78,619 2,822 (1,904) (105,009) (25,472) Loss for the year Other comprehensive income for the year, net of income tax Total comprehensive income for the year Issue of shares under the public offer Issue of shares under the employee offer Issue of shares under the broker offer Issue of shares under the SilverStream offer Issue of shares under the unsecured creditor offer Issue of shares under the Andina offer Issue of Performance Rights Capital Raising costs Balance at 31 December 2017 - - - 6,000 700 3,160 3,500 540 2,350 (3,818) 91,051 - - - - - - - - - 4 - 12,433 1,652 1,652 - 12,433 - - - - - - - - - - - - - - - - 2,826 (252) (92,576) 12,433 1,652 14,085 6,000 700 3,160 3,500 540 2,350 4 (3,818) 1,049 Notes to the consolidated financial statements are included on pages 15 to 49. 13 T I T A N M I NE R A L S L I M I T E D – Y E A R E N D E D 31 D E C E M B E R 2 0 1 7 Consolidated Cash Flow Statement For the year ended 31 December 2017 Consolidated Year ended Note 31-Dec-17 $’000s 31-Dec-16 $’000s CASH FLOWS FROM OPERATING ACTIVITIES Receipts from operating activities Administration expenses Finance costs NET CASH USED IN OPERATING ACTIVITIES 22 b) CASH FLOWS FROM INVESTING ACTIVITIES Payments for property, plant & equipment Payments of exploration and evaluation costs Payment for mine assets Loans provided to third party Interest received NET CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares (net of costs) Proceeds from borrowings Repayment of borrowings Finance costs Return of escrow on San Santiago investment NET CASH PROVIDED BY FINANCING ACTIVITIES Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effects of exchange rate changes on the balance of cash held in foreign currencies CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 22 a) 713 (3,797) (1) (3,085) - - - (191) - (191) 5,343 810 - - - 6,153 2,877 58 (3) 2,932 Notes to the consolidated financial statements are included on pages 15 to 49. 1,365 (2,472) (8) (1,115) - - - - - - - - - - - (1,115) 52 1,121 58 14 Notes to the Consolidated Financial Statements 1. GENERAL INFORMATION Corporate Information The consolidated financial statements of Titan Minerals Limited (“Parent Entity” or “Company”) and its controlled entities (collectively as “Consolidated Entity” or “the Group”) for the year ended 31 December 2017 were authorised for issue in accordance with a resolution of the directors on 29 March 2018. The Parent Entity is a for-profit company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Stock Exchange. The Group’s principal activities during the course of the financial year were exploration of copper and gold exploration concessions and development and production of a portfolio of medium sized gold projects in South America, with a primary focus on Peru. In addition the Company was the owner and operator of a gold and copper toll processing plant in Peru (San Santiago). Further information on nature of the operations and principal activities of the Group is provided in the directors’ report. Information on the Group’s structure and other related party relationships are provided in notes 18 and 25. The Group’s registered office is in Suite 7, 295 Rokeby Road, Subiaco, WA 6008 Australia. 2. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES a) Statement of compliance The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001, to the maximum extent possible given the points raised below in 2b). Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. The financial statements and notes also comply with International Financial Reporting Standards as issued by the International Accounting Standard Board (IASB) to the maximum extent possible given the points raised below in 2b). Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated. The financial statements were authorised for issue by the Directors’ on 29 March 2018. b) Incomplete Records a) The financial report for the year ended 31 December 2017 has been prepared by Directors who received custodianship of the operations of the Group upon effectuation of the Deed of Company Arrangement and resignation of the Administrator on or after 4 October 2017. As such, the Directors did not have control of the company until control was transferred to them on the effectuation of the deed of company arrangement on 4 October 2017. b) Prior to 4 October 2017, the current Directors did not have oversight or control over the Company’s financial reporting systems including but not limited to being able to obtain access to complete accounting records of the Company. To prepare the financial reports for the year ended 31 December 2017, the Directors have reconstructed the financial records of the company for the period 1 January 2017 to 4 October 2017 using data extracted from the Company’s accounting system. However, there may have been information that the current Directors were not able to obtain, the impact of which may or may not have been material on the financial performance for the year ended 31 December 2017. c) The current Directors have not been able to source books and records of the Company’s subsidiaries up to 4 October 2017 when the ownership of the subsidiaries was transferred to the creditors’ trust. Consequently, although the Directors have prepared this financial report for the year ended 31 December 2017 to the best of their knowledge based on the information made available to them, they were of the opinion that it was not possible to state that these financial reports have been prepared in accordance with Australian Accounting Standards including Australian interpretations, other authoritative pronouncements of the Australian Accounting Standard Board and the Corporations Act 2001, nor was it possible to state 15 Notes to the Consolidated Financial Statements these financial reports gave a true and fair view of the Group’s financial performance for the year ended 31 December 2017. It should be noted that the matters referred to in items (a) to (c) above were also relevant for the year ended 31 December 2016 which are presented as comparative figures in this report. c) Basis of preparation The consolidated financial statements have been prepared on the basis of historical cost. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian Dollars unless otherwise noted. The Company is a company of the kind referred to in ASIC Instrument 2016/191 and in accordance with that Legislative Instrument, amounts are rounded off to the nearest thousand dollars, unless otherwise indicated. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. d) Critical accounting judgements and key sources of estimation uncertainty In the application of AIFRS management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgements. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Refer to Note 3 for a discussion of critical judgements in applying the entity’s accounting policies and key sources of estimation uncertainty. e) New and Revised Standards that are effective for these Financial Statements The AASB has issued a number of new and revised Accounting Standards and Interpretations are effective for annual periods beginning or after 1 January 2017. These new and revised standards are: Reference Title AASB 2016-1 AASB 2016-2 AASB 2017-2 Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets for Unrealised Losses Amendments Amendments to AASB 107 to Australian Accounting Standards – Disclosure Initiative: Amendments to Australian Accounting Standards – Further Annual Improvements 2014-2016 Cycle The Company has adopted each of the above new and amended standards. The application of these standards did not have a material impact on the results of the Group for the reporting year. Refer to Note 2(i) (ix) which details the joint arrangements policy of the Group. f) Standards issued but not yet effective and not early adopted by the Company The AASB has issued a number of new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting period, some of which are relevant to the Company. The new and amended standards that are relevant to the Company are listed below: Reference Title Summary Application date of standard AASB 9 Financial Instruments AASB 9 replaces AASB 139 Financial Instruments: Recognition and Measurement. 1 January 2018 16 Notes to the Consolidated Financial Statements Reference Title Summary Application date of standard Except for certain trade receivables, an entity initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs. cost, or Debt instruments are subsequently measured at FVTPL, through other fair amortised comprehensive income (FVOCI), on the basis of their contractual cash flows and the business model under which the debt instruments are held. value There is a fair value option (FVO) that allows financial assets on initial recognition to be designated as FVTPL if that eliminates or significantly reduces an accounting mismatch. Equity instruments are generally measured at FVTPL. However, entities have an irrevocable option on an instrument-by-instrument basis to present changes in the in other fair value of non-trading comprehensive (OCI) without subsequent reclassification to profit or loss. instruments income For financial liabilities designated as FVTPL using the FVO, the amount of change in the fair value of such financial liabilities that is attributable to changes in credit risk must be presented in OCI. The remainder of the change in fair value is presented in profit or loss, unless presentation in OCI of the fair value change in respect of the liability’s credit risk would create or enlarge an accounting mismatch in profit or loss. All other AASB 139 classification and measurement requirements for financial liabilities have been carried forward into AASB 9, including the embedded derivative separation rules and the criteria for using the FVO. The incurred credit loss model in AASB 139 has been replaced with an expected credit loss model in AASB 9. The requirements for hedge accounting have been amended to more closely align hedge accounting with risk management, establish a more principle-based approach address inconsistencies in the hedge accounting model in AASB 139. accounting hedge and to AASB 15 Revenue from Contracts with Customers AASB 15 replaces all existing revenue requirements in Australian Accounting Standards (AASB 111 Construction Contracts, AASB 118 Revenue, AASB Interpretation 13 Customer Loyalty Programmes, AASB Interpretation 15 Agreements for the Construction of Real Estate, AASB Interpretation 18 Transfers of 1 January 2018 17 Notes to the Consolidated Financial Statements Reference Title Summary Application date of standard Assets from Customers and AASB Interpretation 131 Revenue – Barter Transactions Involving Advertising Services) and applies to all revenue arising from contracts with customers, unless the contracts are in the scope of other standards, such as AASB 117 Leases (or AASB 16 Leases, once applied). The core principle of AASB 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. An entity recognises revenue in accordance with the core principle by applying the following steps: ► Step 1: Identify the contract(s) with a customer ► Step 2: Identify the performance obligations in the contract ► Step 3: Determine the transaction price ► Step 4: Allocate the transaction price to the performance obligations in the contract ► Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation. This Standard amends AASB 2 Share-based Payment, clarifying how to account for certain types of share-based transactions. The amendments provide payment requirements on the accounting for: ► The effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments transactions with a net ► Share-based payment settlement feature for withholding tax obligations ► A modification to the terms and conditions of a share- based payment that changes the classification of the transaction from cash-settled to equity-settled. from AASB The amendments clarify certain requirements in: AASB 1 First-time Adoption of Australian Accounting Standards – deletion of exemptions for first-time adopters and addition of an exemption arising Interpretation 22 Foreign Currency Consideration ► AASB 12 Disclosure of Interests in Other Entities – clarification of scope ► AASB 128 Investments in Associates and Joint Ventures – measuring an associate or joint venture at fair value ► AASB 140 Investment Property – change in use. and Advance Transactions 1 January 2018 1 January 2018 AASB 2016- 5 AASB 2017- 1 Amendments to Australian Accounting Standards – Classification and Measurement Share- of based Payment Transactions Amendments to Australian Accounting Standards – Transfers of Investments Property, Annual Improvements 2014-2016 Cycle Other Amendments and AASB Interpretation 22 Foreign Currency Transactions and The Interpretation clarifies that in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary 1 January 2018 18 Notes to the Consolidated Financial Statements Reference Title Summary Advance Consideration liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine a date of the transaction for each payment or receipt of advance consideration. AASB 16 Leases AASB 2017- 7 Amendments to Australian Accounting Standards – Long-term Interests Associates and Ventures Joint in AASB 16 requires lessees to account for all leases under a single balance sheet model in a similar way to finance leases under AASB 117 Leases. The standard includes two recognition exemptions for lessees – leases of ’low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right- of-use asset). Lessees will be required to separately recognise the the interest expense on depreciation expense on the right-of-use asset. Lessees will be required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. Lessor accounting is substantially unchanged from today’s accounting under AASB 117. Lessors will continue the same classification principle as in AASB 117 and distinguish between two types of leases: operating and finance leases. to classify all leases using liability and lease the for to account in This Standard amends AASB 128 Investments Associates and Joint Ventures to clarify that an entity is required in an Associate or joint venture, which in substance form part of the net investment in the associate or joint venture but to which the equity method is not applied, using AASB 9 Financial Instruments before applying the loss allocation and impairment requirements in AASB 128. long-term interests Application date of standard 1 January 2019 1 January 2019 yet Not issued by the AASB Annual Improvements to IFRS Standards 2015–2017 Cycle The amendments clarify certain requirements in: ► IFRS 3 Business Combinations and IFRS 11 Joint Arrangements - previously held interest in a joint operation ► IAS 12 Income Taxes - income tax consequences of payments on financial instruments classified as equity ► IAS 23 Borrowing Costs - borrowing costs eligible for capitalisation. 1 January 2019 19 Notes to the Consolidated Financial Statements The Company has not elected to early adopt any new standards or amendments that are issued but not yet effective. New standards and amendments will be adopted when they become effective. When adopted, the above standards are not expected to have a material impact to the financial statements. For AASB 9, it will have no impact on the Group’s results accounting for financial assets as it does not have any available for sale assets. There will be no impact on the Group's accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the Group does not have any such liabilities. For the AASB 15, the Group has made an initial assessment and does not expect to significantly impact the revenue recognition based on the existing revenue sources g) Going Concern The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity, realisation of assets and the settlement of liabilities in the normal course of business. The Consolidated Entity incurred a net profit before income tax of $14,269,000 (2016: net loss $947,000), paid a net operating cash outflow of $3,085,000 (2016: $1,115,000) and expended a net investing cash outflow of $191,000 (2016: $Nil) for the year to 31 December 2017. The Consolidated Entity is currently in a positive net current asset position, including cash of $2,932,000 (2016: $58,000). The Directors are confident that the Group has sufficient cash to fund its activities within the next 12 months from the date the financial statements are approved and will be able to meet existing commitments as they fall due. The Directors will also continue to carefully manage discretionary expenditure in line with the Group’s cash flow. h) Principles of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company: (cid:120) Has power over the investee; (cid:120) Is exposed, or has rights, to variable returns from its involvement with the investee; and (cid:120) Has the ability to use its power to affect those returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non- controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. 20 Notes to the Consolidated Financial Statements When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary as the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 139, when applicable, the cost on initial recognition of an investment in an associate or joint venture. i) Significant Accounting Policies The following significant policies have been adopted in the preparation of the Financial Report: i.Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefit will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised. Sale of goods Revenue from sales of mineral production and toll treatment is recognised when there has been a passing of the significant risks and rewards of ownership, which means the following: (cid:120) The product is in a form suitable for delivery and no further processing is required by or on behalf of the consolidated entity; (cid:120) The quantity and quality (grade) of the product can be determined with reasonable accuracy; (cid:120) The product has been despatched to the customer and is no longer under the physical control of the consolidated entity; (cid:120) The selling price can be measured reliably; (cid:120) It is probable that the economic benefits associated with the transaction will flow to the consolidated entity; and (cid:120) The costs incurred, or expected to be incurred, in respect of the transaction can be measured reliably. ii.Interest revenue Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset. iii.Cash and cash equivalents Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, which are subject to an insignificant risk of changes in value and have a maturity of three months or less at the date of acquisition. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet. iv. Inventory Inventories are valued at the lower of cost and net realisable value. Cost includes expenditure incurred in acquiring and bringing the inventories to their existing condition and location but excludes overheads. Cost is accounted for as follows: (cid:120) Bullion - average fixed direct costs and variable direct costs. (cid:120) Gold in circuit - average cost. (cid:120) Stores - purchase cost on a first in first out cost method. (cid:120) Ore stockpiles - cost of mining on an average cost method. (cid:120) Work in progress - cost of mining and processing at an average cost method. 21 Notes to the Consolidated Financial Statements v.Property, plant and equipment Property, plant and equipment are stated at cost less depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition. Depreciation is provided on property, plant and equipment, including freehold buildings but excluding land. Depreciation is calculated on a straight line basis so as to write off the net cost of each asset over its expected useful life to its estimated residual value commencing from the date the asset is available for use. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period. Depreciation on assets utilised in exploration, evaluation and mine development during the pre- production phase is included in the carrying value of Deferred Exploration Expenditure and Mine Assets reflected on the balance sheet. On commencement of production, depreciation is expensed to the Income Statement. The following estimated useful lives are used in the calculation of depreciation: Plant and equipment – mine site Plant and equipment – processing plant Plant and equipment – other life of mine 10 years 2-5 years vi.Mine assets Expenditure on mine properties in production or under development are accumulated and brought to account at cost less accumulated amortisation in respect of each identifiable area of interest. Amortisation of capitalised costs is provided on a production output basis, proportional to the depletion of the mineral resource of each area of interest expected to be ultimately economically recoverable. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Should the carrying value of expenditure not yet amortised exceed its estimated recoverable amount in any period, the excess is written off to the income statement. Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash- generating unit to which it belongs. Pre-production revenue from gold sales derived from mine development ore is netted off against capitalised mine development expenditure. vii. Impairment of assets At each reporting date, the Consolidated Entity reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Consolidated Entity estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately. 22 Notes to the Consolidated Financial Statements Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately. viii. Deferred exploration expenditure Exploration and evaluation expenditure for each area of interest is carried forward as an asset provided that one of the following conditions is met: (cid:120) Such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or Exploration activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in relation to the area are continuing. (cid:120) Exploration and evaluation expenditure, which fails to meet at least one of the conditions outlined above, is written off. Identifiable exploration assets acquired from another mining company are carried as assets at their cost of acquisition. Exploration assets acquired are reassessed on a regular basis and these costs are carried forward provided that at least one of the conditions outlined above are met. Exploration and evaluation expenditure incurred subsequent to acquisition in respect of an exploration asset acquired, is accounted for in accordance with the policy outlined above for exploration incurred by or on behalf of the entity. Exploration and evaluation expenditure assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Where a decision is made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to mine assets. ix. Investments in associates and joint ventures An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The results and assets and liabilities of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except with the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with AASB 5. Under the equity method, an investment in an associate or joint venture is initially recognised in the consolidated statements of financial position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the associate or joint venture. When the Group share of losses of an associate or a joint venture exceeds the Group’s interest in that associate or joint venture, the Group discontinue recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. 23 Notes to the Consolidated Financial Statements An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired. The Group discontinues the use of the equity method from the date when the investment ceases to be an associate or a joint venture, or when the investment is classified as held for sale. When a group entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint venture are recognised in the Group’s consolidated financial statements only to the extent of interest in the associate or joint venture that are not related to the Group. x. Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquire and the equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that: (cid:120) deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with AASB 112 ‘Income Taxes’ and AASB 119 ‘Employee Benefits’ respectively; (cid:120) liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with AASB 2 ‘Share-based Payment’ at the acquisition date; and (cid:120) assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 ‘Non- current Assets Held for Sale and Discontinued Operations’ are measured in accordance with that Standard. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain. Where the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The subsequent accounting for changes in the fair value of contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified 24 Notes to the Consolidated Financial Statements as an asset or liability is remeasured at subsequent reporting dates in accordance with AASB 139 ‘Financial Instruments: Recognition and Measurement; or AASB 137 ‘Provisions, Contingent Liabilities and Contingent Assets’, as appropriate, with the corresponding gain or loss being recognised in profit or loss. Where a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date. xi. Royalties Royalty expenditure is recognised on an accrual basis in accordance with the substance of the relevant agreement (provided that it is probable that settlement will be required and the amount of expense can be measured reliably). Royalty arrangements that are based on production, sales and other measures are recognised by reference to the underlying arrangement. xii. Trade and other payables Trade payables and other accounts payable are recognised when the Consolidated Entity becomes obliged to make future payments resulting from the purchase of goods and services. xiii. Provisions Provisions are recognised when the Consolidated Entity has a present obligation, the future sacrifice of economic benefits is probable, and the amount of the provision can be measured reliably. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. Provision for restoration and rehabilitation A provision for restoration and rehabilitation is recognised when there is a present obligation as a result of exploration, development, production, transportation or storage activities undertaken, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount of the provision can be measured reliably. The provision for future restoration costs is the best estimate of the present value of the expenditure required to settle the restoration obligation as at the reporting date. Future restoration costs are reviewed annually and any change in the estimates are reflected in the present value of the restoration provision at reporting date. The initial estimate of the restoration and rehabilitation provision relating to exploration, development and production facilities is capitalised into the cost of the related asset and amortised on the same basis as the related asset, unless the present value arises from the production of inventory in the period, in which case the amount is included in the cost of production for the period. Changes in the estimate of the provision for restoration and rehabilitation are treated in the same manner, except that the unwinding of the effect of discounting on the provision is recognised as a finance cost rather than being capitalised into the cost of the related asset. 25 Notes to the Consolidated Financial Statements xiv. Employee benefits Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required and they are capable of being measured reliably. Provisions made in respect of employee benefits expected to be settled wholly within twelve months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Provisions made in respect of employee benefits which are not expected to be settled within twelve months are measured as the present value of the estimated future cash outflows to be made in respect of services provided by employees up to the reporting date. Defined contribution plans Contributions to defined contribution superannuation plans are expensed when incurred. xv.Financial assets Other financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’, ‘held-to-maturity investments’, ‘available-for-sale’ financial assets, and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. The Group’s “other financial Assets” held during the year comprise solely of assets classified as “loans and receivables”. Effective interest method The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset, or, where appropriate, a shorter period. Income is recognised on an effective interest rate basis for debt instruments other than those financial assets ‘at fair value through profit or loss’. Loans and receivables Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method less impairment. Interest is recognised by applying the effective interest rate. Impairment of financial assets Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 60 days, as well as observable changes in national or local economic conditions that correlate with default on receivables. For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. For financial assets carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows 26 Notes to the Consolidated Financial Statements discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss. For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. xvi.Financial Liabilities Borrowings and other financial liabilities (including trade payables but excluding derivative liabilities) are recognised initially at fair value, net of transaction costs incurred and are subsequently stated at amortised cost. Any difference between the amounts originally received for borrowings and other financial liabilities (net of transaction costs) and the redemption value is recognised in the income statement over the period to maturity using the effective interest method. Fair value Fair value is the amount at which a financial instrument could be exchanged in an arm’s length transaction between informed and willing parties. Where relevant market prices are available, these have been used to determine fair values. In other cases, fair values have been calculated using quotations from independent financial institutions, or by using valuation techniques consistent with general market practice applicable to the instrument. (a) The fair values of cash, short-term borrowings and loans to joint ventures and associates approximate to their carrying values, as a result of their short maturity or because they carry floating rates of interest. (b) The fair values of medium and long-term borrowings are calculated as the present value of the estimated future cash flows using quoted prices in active markets or an appropriate market based yield curve. The carrying value of the borrowings is amortised cost. Effective interest method The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash outflows through the expected life of the financial liability, or, where appropriate, a shorter period. An expense is recognised on an effective interest rate basis for debt instruments other than those financial assets ‘at fair value through profit or loss’. xvii.Issued Capital Ordinary share capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. xviii. Foreign currency Foreign currency transactions The individual financial statements of each group entity are presented in its functional currency being the currency of the primary economic environment in which the entity operates. For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in 27 Notes to the Consolidated Financial Statements Australian dollars, which is the functional currency of Titan Minerals Limited and the presentation currency for the consolidated financial statements. All foreign currency transactions during the financial year are brought to account using the exchange rate in effect at the date of the transaction. Foreign currency monetary items at reporting date are translated at the exchange rate existing at reporting date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Exchange differences are recognised in profit or loss in the year in which they arise except that exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned or likely to occur, which form part of the net investment in a foreign operation, are recognised in the foreign currency translation reserve in the consolidated financial statements and recognised in consolidated profit or loss on disposal of the net investment. Foreign operations On consolidation, the assets and liabilities of the Consolidated Entity’s overseas operations are translated at exchange rates prevailing at the yearend closing rate. Income and expense items are translated at the average exchange rates for the year unless exchange rates fluctuate significantly. Exchange differences arising, if any, are recognised in the foreign currency translation reserve, and recognised in profit or loss on disposal of the foreign operation. xix. Goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except: (i) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or (ii) for receivables and payables which are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. xx. Share-based payments Equity-settled share-based payments with employees and others providing similar services are measured at the fair value of the equity instrument at the grant date. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest. Equity-settled share-based payment transactions with other parties are measured at the fair value of the goods and services received, except where the fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. For cash-settled share-based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each reporting date. xxi.Income tax Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax Current tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because of items of income or 28 Notes to the Consolidated Financial Statements expense that are taxable or deductible in other periods and items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting year. Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the company intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax for the period Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items that are recognised outside profit or loss (whether in other comprehensive income or directly in equity), in which case the tax is also recognised outside profit or loss, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is included in the accounting for the business combination. xxii. Leasing Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. 3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY The following are the key estimates that management has made in the process of applying the Group’s accounting policies and that have the most significant effects on the amounts recognised in the financial statements. 29 Notes to the Consolidated Financial Statements (a) Determination of mineral resources and ore reserves The Group estimates its mineral resources and ore reserves in accordance with the Australian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”). The information on mineral resources and ore reserves is prepared by or under the supervision of Competent Persons as defined in the JORC Code. The amounts presented are based on the mineral resources and ore reserves determined under the JORC Code. There are numerous uncertainties inherent in estimating mineral resources and ore reserves and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may, ultimately, result in the reserves being restated. Such changes in reserves could impact on depreciation and amortisation rates, asset carrying values and provisions for restoration and rehabilitation. (b) Estimation for the provision for restoration and rehabilitation Provision for rehabilitation and dismantling property, plant and equipment is estimated taking into consideration facts and circumstances available at the balance sheet date. This estimate is based on the expenditure required to undertake the rehabilitation and dismantling, taking into consideration the time value of money. (c) Impairment of property, plant and equipment The Group reviews for impairment of property, plant and equipment, in accordance with its accounting policy. The recoverable amount of these assets has been determined based on the higher of the assets’ fair value less costs to sell and value in use. These calculations require the use of estimates and judgements. In estimating the fair value of an asset or a liability, the Group uses market-observable data to the extent it is available. The Group may engage the assistance of third parties to establish the appropriate valuation techniques and inputs to the valuation model. (d) Impairment of capitalised mine assets and deferred exploration expenditure The future expected recoverability of capitalised mine development expenditure is dependent on a number of factors, including the level of proved, probable and inferred mineral resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environment restoration obligations) and changes to commodity prices. To the extent that capitalised mine development expenditure is determined not to be recoverable in the future, this will reduce profits and net assets in the year in which this determination is made. 4. SEGMENT INFORMATION Identification of Reportable Segments The Company has identified its operating segments based on the internal reports that are reviewed and used by the Board (the chief operating decision-maker) in assessing performance and in determining the allocation of resources. The operating segments are identified by the Board based on reporting lines and the nature of services provided. Discrete financial information about each of these operating segments is reported to the Board on a monthly basis. The Company operates predominately in Peru. The reportable segments are based on aggregated operating segments determined by the similarity of the services provided and other factors. 30 Notes to the Consolidated Financial Statements Segments The Group has two reportable operating segments which are the same as its geographical segments, these are Peru and the USA. The information is further analysed based on the mineral sold within the region. Segment result represents the profit or loss earned by each segment without allocation of corporate administration costs, investment revenue and finance costs or income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance. Holding Company Holding Company costs (or unallocated costs, assets and liabilities) are those costs which are managed on a Group basis and not allocated to business segments. They include costs associated with executive management, strategic planning and compliance costs. Accounting Policies The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 2. Segment profit represents the profit earned by each segment without allocation of central administration costs and directors’ salaries, share of profits of associates, gain recognised on disposal of interest in former associate, investment income, gains and losses, finance costs and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance. Intersegment Transfers There have been no intersegment sales during the year. The following is an analysis of the Group’s revenue and results by reportable operating segment for the year under review: Revenue Year ended 31-Dec-16 $’000s Segment Result Year ended 31-Dec-17 $’000s 31-Dec-16 $’000s 31-Dec-17 $’000s Continuing operations Segment result before income tax – Peru Gold Segment result before income tax – Peru Copper Segment result before income tax – USA 639 - - 639 * * - 1,365 Other revenue SilverStream gold streaming income Central administration costs and director salaries Foreign exchange costs Finance costs Loan forgiveness Reversal of provision of impairment of property, plant & equipment DOCA Expenses Share Based Payments Loss before income tax expense Income tax expense Profit/(Loss) for the year from continuing operations 3,054 - 47 3,101 3 - (603) (16) - 13,139 1,000 (2,350) (5) 14,269 - 14,269 * * * 1,365 - - (1,891) 247 (6) - - - - (285) - (285) The revenue reported above represents revenue generated from processed gold sales, toll treatment revenues and concentrate sales to external customers. 31 Notes to the Consolidated Financial Statements The following is an analysis of the Group’s assets by reportable operating segment: Assets Peru gold business Peru copper business United States of America Unallocated assets Consolidated total assets 31 Dec 2017 $’000s 31 Dec 2016 $’000s 1,272 - - 3,222 4,494 * * * * 558 The following is an analysis of the Group’s liabilities by reportable operating segment: 31 Dec 2017 $’000s Liabilities Peru gold business Peru copper business United States of America Unallocated liabilities Consolidated total liabilities 31 Dec 2016 $’000s * * * * 26,030 (3,347) - - (98) (3,445) * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 5. REVENUE AND EXPENSES The following is an analysis of the Group’s revenue for the year from continuing operations: Consolidated 31-Dec-17 $’000s 31-Dec-16 $’000s Note - 639 - 639 - 3 3 642 * * * * * 1,365 - * (213) - (213) (109) - (109) - * (a) Revenue Revenue from the sale of gold Revenue from toll processing Revenue from selling concentrate Revenue for continuing operations Interest revenue – bank deposits Other income Other revenue (b) Expenses (i) Employee benefits expense: Other employee benefits (ii) Depreciation and amortisation: Plant and equipment Mine assets (iii) Operating lease rental expenses included in occupancy costs: Minimum lease payments 32 Notes to the Consolidated Financial Statements (iv) Finance costs: Interest on finance facilities Interest on convertible notes Bank fees Finance costs (v) Loan Forgiveness: Cash settlements Equity settlements Book value of loans forgiven Consolidated 31-Dec- 17 $’000s 31-Dec- 16 $’000s Note - - - - - (1,379) (4,740) 23,873 17,754 * * * * (6) * * * * * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 6. INCOME TAXES Income tax recognised in profit or loss Tax expense comprises: Deferred tax expense Total tax expense Consolidated 31-Dec-17 $’000s 31-Dec-16 $’000s - - * * The prima facie income tax expense on pre-tax accounting loss from continuing operations reconciles to the income tax expense in the financial statements as follows: Profit / (Loss) from continuing operations Income tax calculated at 27.5% (2016: 30%) Expenses that are not deductible / (income that is exempt) in determining taxable profit Adjustments for deferred tax of prior year Effect of different tax rates of subsidiaries operating in other jurisdictions Tax benefit not recognised as recovery not probable 14,269 3,924 (285) (86) - - - (3,924) - The tax rate used in the above reconciliation is the tax rate of 27.5% (2016: 30%) payable by Australian corporate entities on taxable profits under Australian tax law. Deferred tax assets Amounts recognised in profit and loss: Tax losses – revenue Share issue costs recognised in equity Provisions & other Deferred tax assets used to offset deferred tax liabilities Deferred tax assets not recognised 33 (31,503) * * * 31,503 - - - - 86 - * * * * * - Notes to the Consolidated Financial Statements Deferred tax liabilities Amounts recognised in profit and loss: Mineral rights Deferred tax assets used to offset deferred tax liabilities Movements: Opening balance at 1 January Exchange differences - - - - - - * * - * * - Tax consolidation The parent entity is the only Australian entity in the Consolidated Entity, hence a tax consolidated group has not been formed. * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 7. TRADE AND OTHER RECEIVABLES Current Tax receivable(1) Other receivables(2) 31-Dec-17 $’000s 31-Dec-16 $’000s 99 191 290 - - - At the reporting date $0 of the trade receivables were past due but not impaired. (1) Local tax receivables relate to goods and services taxes refundable in the prior year. (2) Other receivables include amounts receivable from sales prior to year-end and advances due for repayment. 8. INVENTORIES Stores and spares In process ore Impairment 31-Dec-17 $’000s - - - - 31-Dec-16 $’000s * * * - * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 34 Notes to the Consolidated Financial Statements 9. PROPERTY, PLANT AND EQUIPMENT Assets at Cost Balance at 31 December 2015 Additions Eliminated on disposal of assets Impairment Impact of foreign exchange Balance at 31 December 2016 Additions Eliminated on disposal of assets Property, Plant & Equipment * Impact of foreign exchange Balance at 31 December 2017 Accumulated depreciation and impairment Balance at 31 December 2015 Depreciation expense Eliminated on disposal of assets Impairment Impact of foreign exchange Balance at 31 December 2016 Eliminated on disposal of assets Depreciation expense Impact of foreign exchange Balance at 31 December 2017 Net book value As at 31 December 2016 As at 31 December 2017 Property, plant and equipment $’000s - - - - - - - - 1,000 - 1,000 - - - - - - - - - - - 1,000 * When the directors resumed custodianship of the Company it was noted that the San Santiago plant has a provision for impairment that brought the book value to 0. The directors obtained a third-party valuation report on the San Santiago plant from Primero Group Pty Ltd to ascertain what the fair value of the plant should be now that the Company was out of administration. The valuator used an order of magnitude valuation estimate and arrived at a fair value of US$1,302,500. The directors approved a conservative approach to reverse the provision for impairment back to an ascribed fair value of AU$1,000,000 for the San Santiago plant. * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 35 Notes to the Consolidated Financial Statements 10. MINE ASSETS Mine assets at cost Accumulated amortisation Impairment Net book value Consolidated 31-Dec-17 31-Dec-16 $’000s $’000s 173 - - 173 500 - - 500 Reconciliation of the carrying amounts of mine assets at the beginning and end of the current financial year: Carrying amount at beginning of the year - fair value adjustment on disposal - mine development expenditure - impact of foreign exchange - amortisation expense - impairment 500 (327) - - - - 173 500 - * * * - 500 * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016. 11. DEFERRED EXPLORATION AND EVALUATION EXPENDITURE Consolidated 31-Dec-17 31-Dec-16 $’000s $’000s Deferred exploration expenditure - Reconciliation of the carrying amounts of mine assets at the beginning and end of the current financial year: Carrying amount at beginning of the year - acquisitions through business combination combinations - impact of foreign exchange - impairment - - - - - - - - * - - * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 36 Notes to the Consolidated Financial Statements 12. TRADE AND OTHER PAYABLES Current Liabilities Trade and other payables Employee benefits Tax liabilities Other Liabilities Creditors’ claims under administration* Non- Current Liabilities* Trade and other payables Tax liabilities Consolidated 31-Dec-17 $’000s 31-Dec-16 $’000s 341 724 - - - 1,065 1,802 403 2,205 1,800 - 475 4,309 1,920 8,504 - - - * When the directors resumed custodianship of the Company it was noted that a large portion of the payables in the subsidiaries related to debts owed from the period 2010-2016. Some of which pre-dated the Company’s acquisition of the subsidiaries. It is directors expectation that the Company will not settle these outstanding liabilities within the next 12 months as the validity of the liabilities cannot be confirmed, and therefore have classified these liabilities as non-current. * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 13. BORROWINGS CURRENT Unsecured at amortised cost Loans Convertible notes Secured at amortised cost Loans NON CURRENT Unsecured at amortised cost Loans Secured at amortised cost Convertible note TOTAL BORROWINGS Consolidated 31-Dec-17 $’000s 31-Dec-16 $’000s 175 - - 175 - - - 175 2,832 6,532 217 9,581 - - - 9,581 37 Notes to the Consolidated Financial Statements A. Loans (a) Andina Resources Limited loan As at 31 December 2017, the Group owed Andina Resources Limited (a director related entity with Mr Matthew Carr) a total of $174,637. The terms of the loan are that the loan is payable on demand, is unsecured and has a 0% interest rate. As per the terms of the Deed of Company Arrangement (DOCA) all prior borrowings that were owed by the Company were cleared upon effectuation of the DOCA. * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 14. PROVISIONS (i) Current Annual leave Provision for mine closure (1) Total Current Non-current Provision for mine closure Total Non –Current TOTAL Provision for mine closure Opening balance - decrease in the provision - impact of foreign exchange Closing balance Consolidated 31-Dec-17 $’000s 31-Dec-16 $’000s - - - - - - 329 (329) - - 1,668 329 1,997 - - 1,997 329 * * 329 (1) The provision for mine closure is an environmental management instrument used to evaluate and plan necessary measures before, during and after the closure of operations to eliminate, mitigate and control adverse effects on the area used or disturbed by the mining activity, in order to be considered as a compatible ecosystem with a healthy environment, appropriate for the biological development and landscape preservation. This Environmental Impact Statement has been approved by the Regional Government of Arequipa. * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 38 Notes to the Consolidated Financial Statements 15. OTHER LIABILITIES Gold purchase agreement liability (1) Silver purchase agreement liability (2) Reduction in liability for ore sold under contract during the year Reduction in liability for ore sold under contract during the year - CN Foreign exchange loss on liability revaluation Fair value finance charge Balance due to SilverStream SEZC under the GPA and SPA Current Gold purchase agreement liability Silver purchase agreement liability Non-current Gold purchase agreement liability Silver purchase agreement liability Consolidated 31-Dec-17 $’000s 31-Dec-16 $’000s - - - - - - - - - - - - - - * * 5,948 * * * 5,948 * * 5,948 - - - As per the terms of the Deed of Company Arrangement Silverstream SEZC removed the Gold Purchase Agreement (GPA) and the Silver Purchase Agreement (SPA) with the Group. * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 39 Notes to the Consolidated Financial Statements 16. ISSUED CAPITAL (a) Issued capital reconciliation Issued capital Ordinary shares fully paid Movements in shares on issue Balance at the beginning of the financial year Consolidation on a 350:1 basis Shares issued 5 October 2017, at $0.01, under the Public Offer Shares issued 5 October 2017, at $0.01, under the Employee Offer Shares issued 5 October 2017, at $0.01, under the Broker Offer Shares issued 5 October 2017, at $0.01, under the SilverStream Offer Shares issued 5 October 2017, at $0.01, under the Unsecured Creditor Offer Shares issued 5 October 2017, at $0.01, under the Andina Offer Capital Raising Costs Balance at end of financial year 31 December 2017 Number 1,635,381,023 $’000s 91,051 31 December 2016 $’000s Number 3,633,823,438 78,619 3,633,823,438 78,619 3,633,823,438 78,619 (3,623,442,415) - 600,000,000 6,000 70,000,000 700 316,032,382 3,160 350,000,000 3,500 53,967,618 540 235,000,000 2,350 - (3,818) - - - - - - - - - - - - - - - - 1,635,381,023 91,051 3,633,823,438 78,619 * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. Terms and conditions of contributed equity 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. (b) Shares under option - unlisted Recipient Number of shares under option Class of shares Exercise price Expiry date Vested Anglo Pacific 209,357 Ordinary $2.10 8 Feb 2018 100% As at 31 December 2017, there are 209,357 unlisted share options issued to financial and corporate advisors. These options expired post year end on 8 February 2018 and were not exercised. Unquoted share options granted carry no rights to dividends and no voting rights and details of the movement in unissued shares or interests under option as at the date of this report are: 40 Notes to the Consolidated Financial Statements Balance at 1 January 2016 Share options issued during the year Share options lapsed Total number of options outstanding as at 31 December 2016 Consolidation on a 350:1 basis Share options lapsed Total number of options outstanding as at 31 December 2017 Number of Options (Unlisted)(1) 104,775,000* * (22,500,000)* 82,275,000* (82,039,929) (25,714) 209,357 Number of Options MIZOA (ASX listed)(3) 432,539,584 - (432,539,584)* - - - - * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. No options were exercised during the year. 17. RESERVES Equity settled employee benefits reserve (1) Foreign currency translation reserve (2) 18. LOSS PER SHARE Basic and diluted loss per share from continuing operations Loss from Continuing Operations Attributable to Equity Holders of Titan Minerals Ltd Weighted average number of ordinary shares used in the calculation of basic EPS Potential ordinary shares not considered to be dilutive at year end Basic and diluted loss per share from discontinued operations Loss from Discontinued Operations Attributable to Equity Holders of Titan Minerals Ltd Weighted average number of ordinary shares used in the calculation of basic EPS Potential ordinary shares not considered to be dilutive at year end Consolidated 31-Dec-17 31-Dec-16 $’000s 2,826 (252) 2,574 $’000s 2,822 (1,904) 918 Consolidated 31-Dec-17 Cents 3.59 $’000s 14,269 No. 397,709,790 - 31-Dec-16 Cents (2.7) $’000s (285) No. 10,382,352 - Consolidated 31-Dec-17 Cents (0.46) $’000s (1,836) No. 397,709,790 - 31-Dec-16 Cents (6.4) $’000s (662) No. 10,382,352 - As the Group made a loss for the year, diluted earnings per share is the same as basic earnings per share. The impact of dilution would be to reduce the loss per share. 41 Notes to the Consolidated Financial Statements 19. SUBSIDIARIES Name of entity Mundo Minerals USA Inc Mundo Peru Gold SAC Mundo Minerales SAC Golden Empire SAC Compania Minera Cobrepampa Empresa Miner Cobrepampa Grupo Cobrepampa Korisumaq SAC Derivados Y Concentrados SAC Country of incorporation Ownership interest 2017 Ownership interest 2016* USA Peru Peru Peru Peru Peru Peru Peru Peru 100% 0% 0% 0% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Principal Activity Administrative holding company Gold production and exploration Gold production and exploration Gold exploration Copper exploration Copper exploration Copper exploration Copper exploration Processing plant operator Hogans Heros S.A.C Peru 100% 0% Administrative holding company * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 20. DISCONTINUED OPERATIONS On 4 October 2017 the shares in the entities that made up the MPG group of companies were transferred to the Minera Gold Limited Creditors Trust. (a) Financial performance and cash flow information 31 Dec 2017 $’000s 31 Dec 2016 $’000s Loss for the year from discontinued operations Revenue - rendering of services Other income Expenses Loss for the year from discontinued operations until date of disposal Loss on disposal Loss before income tax Attributable income tax expense Loss for the year from discontinued operations (attributable to owners of the company) (b) Cash flows from discontinued operations Net cash outflow from operating activities Net cash inflow from investing activities Net cash inflows from discontinued operations 3 - 3 (1,511) (1,508) (328) (1,836) - (1,836) (364) - (364) - - - (662) (662) - (662) - (662) 42 Notes to the Consolidated Financial Statements (b) Details of the sale of the MPG Group Consideration received or receivable: Cash Total disposal consideration Carrying amount of net assets sold Foreign Currency Translation reclassified from reserve to profit or loss on disposal Loss on disposal The carrying amounts of assets and liabilities as at the date of sale (4 October 2017) were: Cash and cash equivalents Other current assets Property, plant and equipment Other non-current assets Total assets Trade and other payables Other non-current assets Total liabilities Net assets 4-Oct-17 $ - - 4,742 (5,070) (328) 4-Oct-17 $ - 488 630 10,199 11,317 (3,320) (3,255) (6,575) 4,742 * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 21. CONTINGENCIES AND COMMITMENTS The Group has no contingent liabilities as at 31 December 2017. * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 43 Notes to the Consolidated Financial Statements 22. NOTES TO THE CASH FLOW STATEMENT (a) Reconciliation of cash and cash equivalents For the purposes of the cash flow statement, cash and cash equivalents includes cash on hand and in banks and investments in money markets instruments. Cash and cash equivalents at the end of the financial year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows: Cash at bank and deposits at call Consolidated 31-Dec-17 $’000s 2,932 31-Dec-16 $’000s 58 (b) Reconciliation of loss for the year to net cash flows used in operating Loss for the year Adjustments for: activities 12,433 Depreciation and amortisation of non-current assets Equity-settled share based payments Foreign exchange Loan forgiveness DOCA expenses Provision expense Non cash financing activities: Reversal of provision of impairment of property, plant & equipment Changes in net assets and liabilities: (Increase)/decrease in assets: Trade and other receivables Increase/(decrease) in liabilities: Trade and other payables Taxation liabilities Provisions Net cash used in operating activities (c) Non-cash financing activities 213 4 16 (17,754) 2,350 22 - (1,000) 289 342 - - (3,085) The following non-cash financing activities occurred during the year: Offer Shares issued under the Employee Offer Shares issued under the Broker Offer Shares issued under the SilverStream Offer Shares issued under the Unsecured Creditor Offer Shares issued under the Andina Offer Total Date issued 5 October 2017 5 October 2017 5 October 2017 5 October 2017 5 October 2017 No of shares 70,000,000 316,032,382 350,000,000 53,967,618 235,000,000 1,025,000,000 (947) - - (247) - - - - - 18 - - 61 (1,115) $ ‘000 700 3,160 3,500 540 2,350 10,250 All cash balance contained in the above table was available for use by the Group as at 31 December 2017. * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 44 Notes to the Consolidated Financial Statements 23. EVENTS AFTER THE REPORTING PERIOD There has not been any matter or circumstance that have arisen since the end of the financial year, that has significantly affected or may significantly affect, the operations of the Group, the results of the operations, or the state of the affairs of the Group in the future financial years, other than: On the 8 February 2018, 209,357 unlisted options expired. On the 26 March 2018 Titan Minerals Limited entered into a bid implementation agreement (BIA) with Andina Resources Limited, by which Titan will acquire all of the issued share capital in Andina via an off-market takeover bid. Andina is a Peru focussed unlisted public company incorporated in Australia. Under the bid, Andina shareholders will receive 1 fully paid ordinary share in the capital of Titan for every 1.18 Andina shares held (for a total of 561,656,385 Titan shares to be issued should 100% of Andina shareholders accept the bid). 24. KEY MANAGEMENT PERSONNEL Refer to the Remuneration Report on pages 5-7 of the Directors Report. 25. RELATED PARTY TRANSACTIONS a) Subsidiaries The ultimate parent entity of the group is Titan Minerals Limited. Details of the ownership of ordinary shares held in subsidiaries are disclosed in Note 18 to the Financial Statements. Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in the Note. Details of transactions between the Group and other related parties, if any, are disclosed below. Transactions and balances between the Company and its subsidiaries were eliminated in the preparation of consolidated financial statements of the Group. As at 31 December 2017 the Group had unsecured loans with Andina Resources Limited, a director related entity with Mr Matthew Carr, of a payable position $174,637 and Vista Gold SAC (a subsidiary of Andina Resources Limited, in a receivable position $98,340). 45 Notes to the Consolidated Financial Statements b) Parent entity The ultimate parent entity of the Group is Titan Minerals Limited. The Statement of Comprehensive Income and Financial position on the parent entity are summarised below: Statement of Financial Position Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net Assets Parent 31-Dec-17 $ ‘000 3,009 - 3,009 112 - 112 2,897 31-Dec-16 $ ‘000 1 21,771 21,772 19,255 - 19,255 2,517 Issued capital Reserves Accumulated losses Shareholder Equity 91,051 2,826 (90,980) 2,897 78,619 2,821 (78,923) 2,517 Statement of Comprehensive Income Loss after tax Total comprehensive loss 31-Dec-17 $ ‘000 (12,057) (12,057) 31-Dec-16 $ ‘000 22 22 c) Expenditure commitments by the parent entity: Not longer than 1 year Longer than 1 year and not longer than 5 years 31-Dec-17 31-Dec-16 $ ‘000 - - - $ ‘000 * - * * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 26. FINANCIAL INSTRUMENTS The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, price and foreign exchange risks and ageing analysis for credit and liquidity risk. Risk management is carried out by senior management under direction of the Board of Directors. The Board provides principles for overall risk management, as well as policies covering specific areas. The consolidated entity is not materially exposed to changes in interest rates in its activities. The material financial instruments to which the Group has exposure include: (i) Cash and short-term deposits; (ii) Financial assets at fair value through profit and loss; (iii) Receivables; and (iv) Accounts payable. 46 Notes to the Consolidated Financial Statements The carrying values of the Group’s financial instruments are as follows: Financial Assets Cash and Cash Equivalents Trade and Other Receivables Total Financial Assets Financial Liabilities Trade and other payables Other liability Borrowings Provisions Total Financial Liabilities Net Exposure (a) Market Risk Foreign Exchange Risk 31-Dec-17 $ ‘000 31-Dec-16 $ ‘000 2,932 389 3,321 3,270 - 175 - 3,445 (124) 58 - 58 8,504 5,948 9,581 1,997 26,030 (25,972) The Group operates internationally and is exposed to foreign exchange risk arising primarily from its subsidiaries, primarily with respect to the US dollar. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency. The carrying amounts of the Group’s foreign currency denominated assets and monetary liabilities at the end of the reporting year are as follows: US dollars 284 * 2,462 * Assets Liabilities 31-Dec-17 $’000 31-Dec-16 $’000 31-Dec-17 $’000 31-Dec-16 $’000 Interest Rate Risk All the consolidated entity’s financial instruments that are exposed to interest rate risk are either non- interest bearing, bear interest at commercial interest rates or at fixed rates. The weighted average interest rate on cash and short-term deposits at 31 December 2017 was 0.5% (31 December 2016: -%). All receivables, other financial assets and payables are non-interest bearing. (b) Credit Risk Financial instruments, which potentially subject the consolidated entity to credit risk, consist primarily of cash and short-term deposits. Credit risk on cash, short term deposits and trade receivables is largely minimised by dealing with companies with acceptable credit ratings. The consolidated entity has no reason to believe credit losses will arise from any of the above financial instruments. However, the maximum amount of loss, which may possibly be realised, is the carrying amount of the financial instrument. Cash in Australia is held with National Australia Bank Limited which is an appropriate financial institution with an external credit rating of AA-. Cash in the US was held with First Republic Bank which is considered to be an appropriate financial institution with an external credit rating of A. 47 Notes to the Consolidated Financial Statements (c) Liquidity Risk Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. Management monitors the rolling forecasts of the Group’s cash and fair value assets based on expected cash flows. This is generally carried out at a local level in the operating companies of the Group in accordance with the practise and limits set by the Group. (d) Capital Risk management The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to maintain a suitable capital structure and fulfil the objectives of the Group. * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 27. SHARE-BASED PAYMENTS Ordinary Shares As part of the Prospectus dated 18 August 2017, Titan Minerals Limited issued the following shares as part of the various offers noted in the disclosure document: Offer Shares issued under the Employee Offer Shares issued under the Broker Offer Shares issued under the SilverStream Offer Shares issued under the Unsecured Creditor Offer Shares issued under the Andina Offer Total Performance Rights No of shares 70,000,000 316,032,382 350,000,000 53,967,618 235,000,000 1,025,000,000 $ ‘000 700 3,160 3,500 540 2,350 10,250 At the General Meeting held on 18 December 2016, shareholders approved to grant 80,500,000 performance rights as remuneration (Class A, B, C). The rights entitled the directors and company secretary to shares in Titan Minerals Limited on achievement of market conditions. Under the plan, the participant was granted performance rights which only vest if certain market conditions are met. The amount of rights that will vest depends on the achievement of three market-based conditions. The three conditions are market-based condition related to achieving a 10-day volume weighted average price of shares on the ASX of greater than $0.05, $0.06 and $0.07 respectively. Performance rights convert to shares on the date of vesting with no exercise price or share issue price being payable. Set out below is the summary of rights granted and approved by shareholders. Management have assessed the likelihood of the rights vesting and have estimated that Class A, B and C market conditions are expected to be achieved prior to expiry. (i) Fair value of performance rights granted Set out below is the assessed fair value at grant date of performance rights granted during the year ended 31 December 2017. 48 Notes to the Consolidated Financial Statements Performance rights: Class A – market Class B – market Class C – market Fair value at grant date $0.032 $0.032 $0.032 Expenses Arising from Share-based Payment Transactions Total expenses arising from share-based payment transactions recognised during the year were as follows: Shares Issued under the Employee Offer Shares Issued under the Broker Offer Shares Issued under the SilverStream Offer Shares Issued under the Unsecured Creditor Offer Shares Issued under the Andina Offer Performance Rights issued to directors and staff Total share-based payments 28. REMUNERATION OF AUDITORS 31-Dec-17 $ ‘000 31-Dec-16 $ ‘000 (700) (3,160) (3,500) (540) (2,350) (5) (10,255) - - - - - - Auditor of the parent entity Audit or review of the financial report Tax services Other auditors – associate firms of the auditor of the parent entity in Brazil, USA and Peru Audit or review of the financial report Consolidated 31-Dec-17 $ ‘000 31-Dec-16 $ ‘000 67 45 112 - 40 * 40 * The auditor of Titan Minerals Limited for the financial year ended 31 December 2016 and 2017 was Stantons International. * The Company was under External administration from 25 August 2015 to 4 October 2017, consequently the Company did not have sufficient information to allow the level of disclosure required for the year ended 31 December 2016 and 31 December 2017. 49 Stantons International Audit and Consulting Pty Ltd trading as Chartered Accountants and Consultants INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TITAN MINERALS LIMITED PO Box 1908 West Perth WA 6872 Australia Level 2, 1 Walker Avenue West Perth WA 6005 Australia Tel: +61 8 9481 3188 Fax: +61 8 9321 1204 ABN: 84 144 581 519 www.stantons.com.au Report on the Audit of the Financial Report Disclaimer of Opinion We were engaged to audit the financial report of Titan Minerals Limited (formerly known as Minera Gold Limited), the Company and its subsidiaries (“the Group”), which comprises the consolidated statement of financial position as at 31 December 2017, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration. Because of the significance of the matters described in the Basis of Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an Audit Opinion on the financial report. Accordingly, we do not express an opinion on the financial report for the year ended 31 December 2017. Basis for Disclaimer of Opinion During the period 1 January 2017 to 4 October 2017, the Company was subject to a Deed of Company Arrangement (“DOCA”) and therefore under external administration. On 4 October 2017 the recapitalisation of the Company was completed and the DOCA was fully effectuated. Accordingly, on 4 October 2017 the Company exited external administration and the control of the Company was passed to the Company directors. As disclosed in Note 2 to the financial statements, the directors of the Company did not have control of the company until control was transferred to them on the effectuation of the DOCA on 4 October 2017. Consequently, the financial information relating to the period from 1 January 2017 to 4 October 2017 was not subject to the same accounting and internal control processes, which includes the implementation and maintenance of internal controls that are relevant to the preparation and fair presentation of the financial report, Whilst the books and records of the Group have been reconstructed to the maximum extent possible, we were unable to satisfy ourselves as to the completeness of the general ledger and financial records as well as the relevant disclosures in the financial report. Responsibilities of Management and Those Charged with Governance for the Financial Report Management is responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards and for such internal control as management determines is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In preparing the financial report, management is responsible for assessing the ability of the Group to continue as a going concern, disclosing, as Liability limited by a scheme approved under Professional Standards Legislation applicable, matters related to going concern and using the going concern basis of accounting unless management either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the financial reporting process of the Group. Auditor's Responsibilities for the Audit of the Financial Report Our responsibility is to conduct an audit of the financial report in accordance with Australian Auditing Standards and to issue an auditor’s report. However, because of the matter described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the financial report. We are independent of the Group in accordance with 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. Report on the Remuneration Report Disclaimer of Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 5 to 7 of the directors’ report for the year ended 31 December 2017. Because of the existence of the limitation on the scope of our work, as described in the Basis of Disclaimer of Opinion, and the effects of such adjustments, if any, as might have been determined to be necessary had the limitation not existed, we are unable to, and do not express, an opinion on the remuneration report of Titan Minerals Limited for the year ended 31 December 2017 and whether it 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. STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (Trading as Stantons International) (An Authorised Audit Company) Martin Michalik Director West Perth, Western Australia 29 March 2018 ADDITIONAL INFORMATION AS AT 28 MARCH 2018 ANALYSIS OF HOLDINGS OF LISTED SHARES AND OPTIONS IN THE COMPANY 1 — 1,000 1,001 — 5,000 5,001 — 10,000 10,001 — 100,000 100,001 — and over Total number of holders Holdings of less than a marketable parcel Ordinary Shares 2,060 339 75 241 419 3,134 2,474 REGISTERED OFFICE OF THE COMPANY SHARE REGISTRY Suite 7, 295 Rokeby Road Subiaco Western Australia 6005 Tel: Fax: +61 (8) 6555 2950 +61 (8) 6166 0261 STOCK EXCHANGE LISTING Quotation has been granted for 1,635,381,023 ordinary shares and on the Australian Stock Exchange Ltd. The State Office of the Australian Stock Exchange Ltd in Perth, Western Australia has been designated the Home Branch of Titan Minerals Limited. There are no current on-market buy-back arrangements for the Company. Voting Rights For all ordinary shares, voting rights are one vote per member on a show of hands and one vote per share in a poll. The registers of shares and options of the Company are maintained by:- Security Transfer Australia Pty Limited 770 Canning Hwy Applecross WA 6153 Telephone (within Australia): 1300 992 916 Telephone (outside Australia): +61 3 9315 2333 COMPANY SECRETARY The name of the Company Secretary is Zane Lewis. TAXATION STATUS Titan Minerals Limited is taxed as a public company. 52 ADDITIONAL INFORMATION AS AT 28 MARCH 2018 TWENTY LARGEST HOLDERS OF ORDINARY SHARES Rank Holder Name Designation Securities % 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 JP MORGAN NOM AUST LTD TAZGA TWO PL ROCKFORD INV FUND PL SEZC SILVERSTREAM J STIMPSON PL BUSWELL REEGAN ANDINA RES LTD K-CRAFT NOM PL WEXFORD RISE PL UBS NOM PL CITICORP NOM PL BAFFIGO GIORGIO RAMON A FISKE NOM LTD VONROSS NOM PL TEXBRIDGE HLDGS PL RANGWELL BOYS PL MATYSEK PAUL CRANLEY CONS PL ROVON INV PL IONA RES LTD ALL OTHER SHAREHOLDERS TOTAL CASH INCOME A/C TAZGA TWO A/C ROCKFORD INV A/C HOEK A/C HAS BEEN INV A/C K-CRAFT INV A/C WEXFORD RISE PENSI VONROSS FAM A/C M & B MCCARTHY FAM RANGA FAM A/C CRANLEY CONS A/C 127,896,378 84,500,000 80,000,000 75,036,834 75,000,000 75,000,000 65,000,000 63,532,382 60,000,000 54,198,459 51,428,681 40,500,000 40,000,000 30,000,000 27,950,000 25,000,000 23,800,000 22,300,000 20,900,000 20,000,000 573,338,289 1,635,381,023 7.82% 5.17% 4.89% 4.59% 4.59% 4.59% 3.97% 3.88% 3.67% 3.31% 3.14% 2.48% 2.45% 1.83% 1.71% 1.53% 1.46% 1.36% 1.28% 1.22% 35.06 100% SUBSTANTIAL SHAREHOLDERS Date Announced 19/10/2017 Holder Name Designation TAZGA TWO PL TAZGA TWO A/C Securities 84,500,000 Consistency with business objectives - ASX Listing Rule 4.10.19 In accordance with Listing Rule 4.10.19, the Group states that it has used the cash and assets in a form readily convertible to cash that it had at the time of admission in a way consistent with its business objectives. The business objective is primarily exploration for natural resources and acquisition of resource based projects. The Group believes it has used its cash in a consistent manner to which was disclosed under the Prospectus dated 18 August 2017. 53 ADDITIONAL INFORMATION AS AT 28 MARCH 2018 TENEMENTS Code Concession name Has. Concession Holder San Santiago De Acari (Beneficiation Concession) Virgen Del Carmen 2004 P Don Ivan 31N-1 Don Tomasito De Acari Camila VII Virgen Del Carmen I 2004 Virgen Del Carmen 2004 A Virgen Del Carmen 2004 H Virgen Del Carmen 2004 L Virgen Del Carmen 2004 M Virgen Del Carmen 2004 N Virgen Del Carmen 2004 S Virgen Del Carmen 2004 T Virgen Del Carmen 2006 A Virgen Del Carmen 2004 J Virgen Del Carmen 2004 R Virgen Del Carmen 2004 Q Virgen Del Carmen 2005a Virgen Del Carmen 2005 B P540000110 010226104 010227907 010485706 540002311 10102504 10139104 10164804 10164004 10163804 10163904 10277904 10277804 10199506 10164704 10278004 10164204 10087805 10142605 10000226y01 Acari Trigesimo O10341005 O10138807 Virgen Del Carmen 2005 C Virgen Del Carmen 2007 A Derivados Y Concentrados S.A.C. 23.6207 Derivados Y Concentrados S.A.C. 99.7012 10.1777 Derivados Y Concentrados S.A.C. 891.4900 Derivados Y Concentrados S.A.C. 900.0000 Derivados Y Concentrados S.A.C. Korisumaq S.A.C. 116.6853 Korisumaq S.A.C. 800.001 Korisumaq S.A.C. 0.8911 Korisumaq S.A.C. 9.9867 Korisumaq S.A.C. 6.0000 Korisumaq S.A.C. 9.4151 Korisumaq S.A.C. 9.9856 Korisumaq S.A.C. 43.863 Korisumaq S.A.C. 998.7285 Grupo Cobrepampa Sac 4.9936 Grupo Cobrepampa Sac 21.2957 Grupo Cobrepampa Sac 27.6826 Grupo Cobrepampa Sac 88.7535 75.9339 Grupo Cobrepampa Sac 579.2593 Grupo Cobrepampa Sac 399.4930 Compañía Minera Cobrepampa S.A.C. 251.0145 Compañía Minera Cobrepampa S.A.C. CORPORATE GOVERNANCE STATEMENT The directors of Titan Minerals support and adhere to the principles of corporate governance, recognising the need for the highest standard of corporate behaviour and accountability. Please refer to the corporate governance statement and the appendix 4G released to ASX and posted on the Company website at www.titanminerals.com.au. The directors are focused on fulfilling their responsibilities individually, and as a Board, for the benefit of all the Company’s stakeholders. That involves recognition of, and a need to adopt, principles of good corporate governance. The Board supports the guidelines on the “Principles of Good Corporate Governance and Recommendations – 3rd Edition” established by the ASX Corporate Governance Council. Given the size and structure of the Company, the nature of its business activities, the stage of its development and the cost of strict and detailed compliance with all of the recommendations, it has adopted a range of modified systems, procedures and practices which enables it to meet the principles of good corporate governance. The Company’s practices are mainly consistent with those of the guidelines and where they do not correlate with the recommendations in the guidelines the Company considers that its adopted practices are appropriate to it. 54 

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