A N N U A L
R E P O R T 2015
For personal use only DE V ELOPING T HE
G OLD MINE S
OF TOMORROW
TORIAN RESOURCES LIMITED
ABN 72 002 261 565
AND CONTROLLED ENTITIES
For personal use only C O R P O R A T E
D I R E C T O R Y
DIRECTORS
Mr. Andrew Sparke
Mr. Matthew Sullivan
Ms. Elissa Hansen (Appointed 9 December 2015)
Mr. Nathan Taylor (Resigned 9 December 2015)
Mr. Sunil Dhupelia (Resigned 30 June 2015)
Mr. Jason Hou (Resigned 23 March 2015)
Mr. Ian Johns (Resigned 24 March 2015)
COMPANY SECRETARY
Ms. Elissa Hansen (Resigned 17 August 2015, reappointed 9 December 2015)
Mr. Mark Studd (Appointed 17 August 2015, resigned 9 December 2015)
REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS
Unit G4, 49 Melville Parade
South Perth WA 6151
Telephone: (08) 6216 0424
Fax: (08) 6216 0425
Email: info@torianresources.com.au
www.torianresources.com.au
SHARE REGISTRY
Advanced Share Registry Services
110 Stirling Highway
Nedlands WA 6009
Telephone: (08) 9389 8033
Facsimile: (08) 9389 7871
www.advancedshare.com.au
AUDITORS
RSM Australia Partners
Level 12, 60 Castlereagh Street
Sydney NSW 2000
Telephone: (02) 8226 4500
STOCK EXCHANGE LISTING
Torian Resources Limited’s shares are listed on the
Australian Securities Exchange (ASX code: TNR)
For personal use only C O N T E N T S
Chairman's Letter
Managing Director's Letter
Summary of Tenements
Directors' Report
Meet the Team
Remuneration Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors' Declaration
Independent Auditor’s Report
Shareholder Information
3
6
8
12
18
20
24
26
27
28
29
30
58
60
62
2
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only A N D R E W S P A R K E
C H A I R M A N ' S L E T T E R
Torian’s extensive exploration program has included what we
understand to be the fourth largest RAB program in Western
Australia’s history.
Dear Shareholders,
In what has been a trans-
formational year for your
Company, it gives me
great pleasure to bring you
Torian Resources' Annual
Report for 2015.
Under new management, Torian has transitioned
into a highly active, Western Australian focused,
is well
gold developer and explorer
positioned to generate value for shareholders.
that
The Company’s new and simplified strategy
is focused on ‘developing the gold mines of
tomorrow’. This is being achieved by undertaking
quality acquisitions alongside a highly active
exploration program.
As I write this letter, this strategy has been
gaining momentum with several acquisitions
and almost 40,000m of exploration drilling
achieved to date. This places your Company
as one of the most active gold explorers on
the ASX, something which we believe has the
potential to unlock significant shareholder value
over time.
Torian’s extensive exploration program has
included what we understand to be the fourth
largest RAB program in Western Australia’s
history. Many of these results are still awaited.
The majority of this drilling has been directed at
Torian’s flagship project, the Zuleika JV, and for
good reason. Over the last two years, this region
has seen unprecedented corporate activity
from the major Australian and Chinese mining
companies. This has led to almost A$1 Billion
worth of acquisitions around our Zuleika JV
Project over the last two years.
These companies are chasing the high grade
gold deposits that the Zuleika Shear is known
to host. Importantly, following several strategic
acquisitions, Torian now holds the second
largest strike length of this shear. We believe
this places your Company in a very strong
commercial position and has the potential to
generate considerable value over time.
Torian’s high grade Mt Stirling project also
has potential to realise significant shareholder
value. The project includes a high grade, flat
lying quartz vein that outcrops at surface.
The company recently completed a 51 hole
RC drilling program at the Mt Stirling Well
prospect. This program has demonstrated
the project's potential with many high grade
results including 2m @ 30.25 g/t Au from 35m
including 1m @ 47.40 g/t Au. The Company is
now fast-tracking a scoping study at Mt Stirling
to assess the projects viability as a standalone
mining operation.
Importantly, the recent drilling program did not
close off the mineralisation which remains open
in all directions. This underpins our belief that
this project has the potential to be much larger.
The next phase of this drilling campaign will
include step out drilling at Mt Stirling Well. It
3
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only is our belief that this project will provide more
exciting results over time.
Underlying Torian’s active exploration strategy
is a strong belief in our projects and that a
systematic exploration program, over time, will
yield results. We believe that this strategy will
ensure that your Company will play a key role in
the discovery of the gold mines of tomorrow.
On behalf of the Board, I look forward to keeping
you informed on what we believe will be another
exciting year for your Company.
Yours sincerely,
This places your
Company as one of
the most active gold
explorers on the ASX,
something which we
believe has the potential
to unlock significant
shareholder value over
time.
Andrew Sparke
Non-Executive Chairman
4
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only “ We believe
that our
s tr ateg y w ill
ensure that
your C omp any
w ill pl ay a
key role in
the discover y
of the gold
mine s of
tomor row.”
A ndr e w Sp ar ke
Non -E xe cuti ve Chair man
5
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only “ T he Zuleika is renow ned
for consis tently producing
high gr ade gold mine s .”
M a t t h e w S u l l i v a n
M a n a g i n g D i r e c t o r
M A T T H E W S U L L I V A N
L E T T E R F R O M T H E
M A N A G I N G D I R E C T O R
6
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only Great people and projects
mean little without potential.
Torian has this in spades.
My Fellow Shareholders,
Well what a year it has
been. It has seen much
activity, both in the field
and in the office. We have
a number of
long term
shareholders which I would
like to thank for your support to this point. Some
results are still awaited but the results to date
have been very encouraging.
The Company is poised for great success in
the near future. This has come about by the
exploration team’s focus on the Zuleika JV and
more recently at Mt Stirling. Since September
the Company has been extremely active with
approximately 36,000 metres being drilled.
The planning for the next drilling programme is
well advanced.
The administration team have been busy too
with the completion of the unmarketable parcel
sale facility which has seen the costs of running
the business fall significantly.
Great people and projects mean little without
potential. Torian has this in spades. The next
year will be a fantastic year if we can achieve
our goals. It will also mark the 30th anniversary
of the Company listing on the ASX. Throughout
this entire period it has remained a company
focused on mineral exploration and production.
In my opinion this is a major achievement in
these difficult times and perhaps a breakout
year lies before us.
I’d like to thank our small but hardworking
staff, our contractors, and most of all our
shareholders. Together we will see what the
future brings.
We look forward to keeping you informed in
what is sure to be another exciting year for your
Company.
Matthew Sullivan
Managing Director
7
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only S U M M A R Y O F
T E N E M E N T S
TENEMENT
LOCATION
NAME OF JV
INTEREST
ML 70094
ML 70095
ML 70096
E 37/1076
M 37/475
Sapphire, QLD
Sapphire, QLD
Sapphire, QLD
N/A
N/A
N/A
Leonora, WA
Malcolm JV
Leonora, WA
Malcolm JV
P 37/6996-6999
Leonora, WA
Malcolm JV
P 37/7033
Leonora, WA
Mt Cutmore JV
P 37/7094-7099
Leonora, WA
Malcolm JV
P 37/7101-7102
Leonora, WA
Mt George JV
P 37/7103-7105
Leonora, WA
Malcolm JV
100%
100%
100%
51%
51%
51%
51%
51%
51%
51%
P 37/7172
Leonora, WA
Mt Stirling Well
100%
P 37/7238-7239
Leonora, WA
Mt Cutmore JV
P 37/7319-7322
Leonora, WA
Mt Cutmore JV
P 37/7489-7491
Leonora, WA
Mt Cutmore JV
P 37/7567-7575
Leonora, WA
Malcolm JV
P 37/7949
Leonora, WA
Mt Stirling JV
P 37/8008-8009
Leonora, WA
Mt Cutmore JV
P 37/8010-8016
Leonora, WA
Braemore JV
51%
51%
51%
51%
51%
51%
51%
P 37/8017-8020
Leonora, WA
Rabbit Warren South
100%
P 37/8034-8035
Leonora, WA
Mt George JV
P 37/8073-8075
Leonora, WA
Mt Stewart JV
P 37/8116
P 37/8195
Leonora, WA
Malcolm JV
Leonora, WA
Mt George JV
P 37/8225-8227
Leonora, WA
Mt George JV
P 37/8240-8243
Leonora, WA
Mt Cutmore JV
51%
51%
51%
51%
51%
51%
P 37/8616
Leonora, WA
Ironstone Well
100%
8
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only TENEMENT
LOCATION
NAME OF JV
INTEREST
P 39/5570-5572
Laverton WA
Mt Korong
100%
E 24/190
M 16/229
M 16/491
Zuleika, WA
Zuleika Joint Venture
Earning 49%
Zuleika, WA
Zuleika Joint Venture
Earning 49%
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 16/2479-2481
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 16/2621-2623
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 16/2837-2841
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 16/2843-2856
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 16/2874-2887
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 16/2896
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 16/2901-2902
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 16/2913-2915
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 24/4418-4429
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 24/4468
P 24/4679
P 24/4749
Zuleika, WA
Zuleika Joint Venture
Earning 49%
Zuleika, WA
Zuleika Joint Venture
Earning 49%
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 24/4827-4831
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 24/4865-4874
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 24/4917-4923
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 24/4925-4940
Zuleika, WA
Zuleika Joint Venture
Earning 49%
P 24/4996
Zuleika, WA
Zuleika Joint Venture
Earning 49%
Torian Resources holds a 35% interest in the
Joint Venture Company that is developing the
Vatovorona Project in Madagascar.
9
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only A$3
MILLION
R A ISED
8,000+
S A MPLE S SENT
TO THE L A B
OV ER
36,000
ME TRE S DRILLED
COMPLE TED
8ACQUISITIONS IN
12 MONTHS
75
MILLION TORI A N
SH A RE S ON IS SUE
25%
DRILL RE SULT S
S TILL
OU T S TA NDING
A$1Bn
ACQUISITIONS AROUND
THE ZULEIK A J V
ZULEIK A J V
COMPRISE S
144
TENEMENTS
10
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only 11
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only D I R E C T O R S '
R E P O R T
This underscores the value
proposition and points to a very
exciting future for your Company
Review of Operations
Throughout the year, the Directors were
focused on exploring and developing the
Company’s three advanced gold projects
acquired in the 2015 financial year. These are
located in the Goldfields region of Western
Australia. They include:
• Zuleika JV;
• Mt Stirling; and
• Malcolm.
The Goldfields Region of Western Australia
has an extensive history of gold mineralisation
with several multi-million ounce discoveries,
numerous producing mines and the presence
of some of the world’s largest gold exploration
and production companies. The projects were
identified through a combination of a detailed
regional study, deep experience in the region
and strong on-ground relationships.
The Company has a stated goal of actively
pursuing new acquisitions with the potential to
deliver additional shareholder value.
Transaction with Cascade
Resources Limited
In December 2014 the Company announced an
amended agreement with Cascade Resources
Limited (“Cascade”) for the acquisition of
the Mr Stirling and Malcolm projects. These
projects host a combined existing JORC Inferred
Resource of 37,477 oz Au.
The transaction with Cascade was completed
on 26 March 2015. Consideration paid by the
Company is as follows:
• Issue of 6,450,000 ordinary shares to the
Project Vendors, escrowed for 12 months;
and
• Issue of 6,450,000 ordinary shares to the
Project Vendors, escrowed for 12 months;
&
• Payment of A$313,300 to the Project
Vendors.
In April 2015, the Company announced that it
had entered into a binding Joint Venture term
sheet with Cascade Resources (the “JV”) on
Cascade’s Zuleika Gold Project. The Zuleika JV
Project then comprised 76 tenements covering
approximately 120 km2 located about 50km
northwest of Kalgoorlie. The tenements are
100% owned by Cascade with 2% royalties held
by various third parties.
Torian has a right to earn up to a 49% interest in
the project by spending a total of A$5m on the
project over 4 years with a minimum A$1.25m to
be spent in the first year.
The Company’s JV agreement with Cascade
Resources was amended numerous times
during the year for the benefit of Torian with
additional tenement packages added to the
JV area for no additional consideration by the
Company.
Significantly, an option to purchase the Mt
Pleasant North Project was signed by the
manager of the JV, Cascade. This project
is located on the Black Flag Fault and lies
12
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only approximately 5km west of Zijin’s Paddington
mine and is in close proximity to several other
producing mines.
of the Company’s project. Further, there has
been continued regional acquisitions by some of
Australia and China’s largest gold producers.
By December 2015, and after a number of
acquisitions, the Zuleika JV comprised 104
tenements covering 188km2. Torian’s aggressive
accretion in the region has established a
dominant tenement holder, and sole remaining
junior, along the highly sought after Zuleika
Shear. The Company remains in discussions
with other parties with a view of acquiring
selective packages that complement its current
holding and fit with its geological model.
Exploration Activities
The Company’s exploration team has been
extremely active with 560 holes for 27,332
metres being drilled up untill Dec 2015. Some
8,000 samples have been sent to the lab with
approximately 25% of these results are awaited.
First indications are very promising but of
course there are many more results to follow.
Late in 2015 the Company completed infill RC
drilling at its Mt Stirling Project located 40km
northwest of Leonora in Western Australia. The
Mt Stirling Well Prospect, covering a small part
of the Mt Stirling Project, has an outcropping
JORC inferred resource of 41,300 tonnes @
8.54g/t for 11,300oz Au. This resource does not
take into consideration the latest drill program
and has the potential to grow significantly.
The Mt Stirling Well Prospect is a high grade,
oxidised system, located at surface which may
be amenable to low cost, open cut mining.
A total of 51 holes for 1,711 metres were drilled
in and around a high grade historic resource.
The best intersection was 2m @30.35g/t at only
35m.
The Company has also been encouraged by
the level of exploration and corporate activity
around its Zuleika JV Project. Northern Star,
Rand Mining and Tribune Resources have
enjoyed continued exploration success with the
discovery of the high grade Pegasus, Millenium
and Ambition deposits immediately to the south
More recently Evolution Mining acquired
Phoenix Gold for $76 million, which borders
the Company’s project to the west. This
underscores the value proposition and points to
a very exciting future for the Company.
Next year is shaping up to be another exciting
year for Torian. The targeting for next year’s
drilling is well advanced with a full geological
interpretation underway at the Zuleika JV. The
aim of this work is to fine tune the drill targets
and has resulted from a structural geologists
site visit, detailed interpretation of magnetic and
radiometric images and the ongoing database
compilation of past and present drilling. This
database now totals 47,946 holes for 22,452,248
metres and is the springboard from which the
Company will act.
Existing Assets
The sale agreement with Aduro Diamonds
Pty Ltd (formally Copeton Diamond Mines Pty
Ltd) with regard to the Copeton tenements
was finalised in December 2015 following the
successful transfer of the mining licenses with
approval by the NSW Department of Industry
Resources and Energy. The balance of the
sale consideration, $30,000, was received on
completion of the sale.
The NSW Department of Industry Resources
and Energy returned $100,000 worth of bonds
to the Company subsequent to the period end.
Aduro Diamonds Pty Ltd lodged replacement
bonds in December 2015.
The Vatovorona Project in Madagascar
remained on care and maintenance to preserve
the project and maintain security.
13
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only DIR EC TOR S'
R E P OR T C ON T ’D
Corporate and Finance
In May 2015, the Company offered a Share
Purchase Plan (“SPP”) to shareholders with the
opportunity to purchase up to $15,000 of new
shares in the Company. At the conclusion of the
SPP, a total amount of $222,000 was raised and
new shares were issued to SPP participants at
$0.1917 per share.
In August 2015, the Company successfully
undertook a placement of shares to professional
and sophisticated investors at an issue price of
$0.1917 per share to raise AUD$2.7 million.
In December 2015, Torian implemented an
Unmarketable Parcel Sale Facility, which
allowed current shareholders with parcels
less than $500 an opportunity to sell those
shares without incurring brokerage costs. By
facilitating the sale of unmarketable parcels of
shares, the Company has reduced the ongoing
administrative costs associated with a large
number of shareholders with small holdings.
During the year the Company performed a debt
for equity swap to partially settle a secured loan
and a number of other unsecured creditors.
This was successfully approved by shareholders
during the Annual General Meeting held in May,
2015.
Principal Activities
Results of Operations
The consolidated loss for the Group for the
financial year ended 31 December 2015 is
$1,377,595 (2014: $583,489).
.
Dividends
No dividends were paid or declared by the Group
since the end of the previous financial year and
the Directors did not recommend dividends be
paid for the year ended 31 December 2015.
Significant Changes in the
State of Affairs
Change in Company Focus
Following the acquisition of the Cascade
tenements, the Company has maintained its
focus on exploration and evaluation of the
Zuleika, Mt Stirling and Malcolm projects. Full
details are included in the review of operations
above.
Change in Board Composition
During the period, former directors Nathan
Taylor, Sunil Dhupelia, Jason Hou and Ian Johns
resigned from the Board of Torian Resources
Limited. This measure has further reduced
costs within the business.
Elissa Hansen was appointed to the Board on 9
December 2015.
The principal activities of the Group during the
course of the financial year were the exploration
and development of mineral interests. There
were no significant changes in the nature of
those activities during the financial year.
Likely Developments
and Expected Results of
Operations
The Group is currently active in continuing its
exploration activities and assessing the results
of its recent drilling. Likely developments and
expected results will be announced to the
market as they emerge.
14
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only Matters Subsequent
to Year End
Drilling Update
Subsequent to balance date, Torian completed
Phase 1 of a 4 Phase drilling program designed
to test an initial 14 targets at the Zuleika JV
Project. A total of 753 holes for 34,177m of
rotary air blast (RAB) drilling was completed,
together with 6 reverse circulation (RC) drill
holes for 618m.
Results of the Phase 1 drill program at Targets
4 to 9 at the Zuleika JV Project were received
in late March. Remaining results are expected
soon.
Torian has also completed its planning for
Phase 2 of its drill program at Mt Stirling.
Following discovery of further high grade near
surface mineralisation, the Company is now
accelerating Phase 2 of its drill program at Mt
Stirling. The aim of this drill program will be
to demonstrate that this system appears to be
much larger than originally indicated.
The Company has received all necessary
approvals from the WA Department of Mines
and Petroleum for the next round of drilling at
Mt Stirling.
New Acquisitions
Two new acquisitions at Zuleika JV Project bring
the total project area to 214km2.
A total of 15 applications for Prospecting
Licences have been made over highly
prospective ground at the Zuleika JV Project.
This firmly cements Torian as one of the largest
landholders in this highly sought after region.
Funding
At an Extraordinary General Meeting held on 29
March 2016, shareholders approved the issue of
up to 25,000,000 ordinary shares to raise up to
$5 million.
No other significant subsequent event has
arisen that significantly affect the operations of
the Group.
Directors
The following persons held office as Directors of
Torian Resources Limited at any time during or
since the end of the financial year:
Current:
Mr. Andrew Sparke
Mr. Matthew Sullivan
Ms. Elissa Hansen (Appointed 9 December 2015)
Former:
Mr. Nathan Taylor (Resigned 9 December 2015)
Mr. Sunil Dhupelia (Resigned 30 June 2015)
Mr. Jason Hou (Resigned 23 March 2015)
Mr. Ian Johns (Resigned 24 March 2015)
For more information, see MEET THE TEAM on
page 20.
Company Secretary
Ms. Elissa Hansen (Resigned 17 August 2015,
reappointed 9 December 2015)
Mr. Mark Studd (Appointed 17 August 2015,
resigned 9 December 2015)
15
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only
DIR EC TOR S'
R E P OR T C ON T ’D
Meetings of Directors
Other Shares Issued
Since the end of the financial year the Company
has issued 1,125,291 fully paid ordinary shares.
The number of meetings of the Company’s
Board of Directors and of each board committee
held during the financial year ended 31
December 2015 and the number of meetings
attended by each Director were:
Directors Meetings
Environmental Regulations
The Group’s operations are subject to normal
Government Environmental Regulations. There
were no breaches of these regulations during
the financial year and up to the date of this
report.
Director
Andrew Sparke
Matthew Sullivan
Elissa Hansen
Nathan Taylor
Sunil Dhupelia
Jason Hou
Ian Johns
Held Whilst
in Office
Attended
4
4
1
3
3
2
2
4
4
1
3
3
2
2
Directors Interests
Information on the Directors’ and their
associates’ interests in shares and options in
the Company at 31 December 2015 can be found
in the Remuneration Report on page 24.
Shares Under Option
At the date of this report, there were no
unissued ordinary shares of Torian Resources
Limited under option.
Shares Issued on the Exercise
of Options
No shares were issued during the financial year
ended 31 December 2015 on the exercise of
options.
Insurance of Directors
and Officers
The Company entered into an agreement
to insure the Directors and officers of the
Company. The liabilities insured and legal
costs that may be incurred in defending civil
or criminal proceedings that may be brought
against the officers in their capacity as officers
of the entity, and any other payments arising
from liabilities incurred by the officers in
connection with such proceedings, other than
where such liabilities arise out of conduct
involving a wilful breach of duty by the officers
or the improper use by the officers of their
position or of information to gain advantage
for themselves or someone else or to cause
detriment to the Company.
Indemnification
The Company has agreed to indemnify and keep
indemnified the Directors against any liability:
a) incurred in connection with or as a
consequence of the director or officer acting
in the capacity including, without limiting
the foregoing, representing the Company or
anybody corporate; and
b) for legal costs incurred in defending
an action in connection with or as a
16
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only
consequence of the Director or officer acting
in the capacity.
Declaration by Director
Before it approved the Company’s 2015 financial
statements, the Board was satisfied that the
financial records have been properly maintained
and that the financial statements comply with
the appropriate accounting standards and give
a true and fair view of the financial position and
performance of the Group, and their opinion has
been formed on the basis of a sound system of
risk management and internal control which is
operating effectively.
Non-audit Services
The Directors received the Lead Auditor’s
Independence Declaration which is set out on
page 26. The external auditor did not provide any
non-audit services to the Company during the
year ended 31 December 2015.
Signed in accordance with a resolution of the
Board of Directors:
Andrew Sparke
Non-executive Chairman
Sydney, 31 March 2016
The indemnity only applies to the extent of the
amount that the Directors are not indemnified
under any other indemnity, including an
indemnity contained in any insurance policy
taken out by the Company, under the general
law or otherwise.
The indemnity does not extend to any liability:
• to the Company or a related body corporate
of the Company;
• arising out of conduct of the Directors or
officers involving a lack of good faith; or
• which is in respect of any negligence,
default, breach of duty or breach of trust of
which the directors or officers may be guilty
in relation to the Company or related body
corporate.
No liability has arisen under these indemnities
as at the date of this report.
Proceedings on Behalf
of the 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.
Corporate Governance
Statement
A copy of the Corporate Governance Statement
has not been disclosed within the Annual Report
and is available on the Company’s website
www.torianresources.com.au/corporate-gov-
ernance in accordance with the ASX Listing Rule
4.10.3.
17
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only
M E E T
T H E
T E A M
Information on Directors
Mr. Andrew Sparke
B.Bus (Marketing), M.Fin (Current), GAICD
Non-executive Chairman
Appointed: 6 June 2014
Mr. Matthew Sullivan
B. App. Sc (Applied Geology), AusIMM
Managing Director
Appointed: 6 June 2014
Ms. Elissa Hansen
B.Com, ACSA, GAICD
Non-executive Director, Company Secretary
Appointed: 9 December 2015
18
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only
BOARD & ADVISORY BOARD
A ndr e w Sp ar ke
Non-E xecuti ve
Chair man
placements and secondary
market transactions. He has
advised a number of ASX listed
companies on capital raisings
and corporate transactions.
Andrew Sparke has 13 years
Corporate Finance experience
that includes IPO’s, private
Andrew is a director of a number
of public and private companies
including Olive Capital Pty Ltd.
Mat the w Sull i v an
Managing Dir ec tor
Matthew Sullivan is an
experienced geologist and
listed company director with
25 years’ experience working
in the Goldfields Region of
Western Australia. He is one of
only 6 geologists in Australia
to find more than 3Moz’s twice.
Matthew’s significant discoveries
include Kanowna Belle (6Moz’s),
East Kundana (4Moz’s), Selene
(800Koz’s), Safari Bore (400Koz’s)
and St Patricks (400Koz’s). He was
second in Australian explorer of
the year (2010) for the discovery of
500K oz’s in 5 months in Leonora
with a total discovery of circa
12Moz’s Au.
El is s a Hans en
Non-E xecuti ve
Dir ec tor
Elissa Hansen is a Chartered
Secretary with 15 years’
experience advising management
and boards of ASX listed
companies on investor relations,
governance, compliance and
other corporate issues. She is
a director of several unlisted
companies and has extensive
company secretarial experience,
acting as Company Secretary for
a number of public, ASX listed
and private companies.
Elissa is also a director of
Goldsearch Limited (ASX:GSE).
19
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only R E M U N E R A T I O N
R E P O R T
This report outlines the
remuneration arrangements
in place for Directors and
executives of Torian Resources
Limited. The information in
this report has been audited
as required by 308(3C) of the
Corporations Act 2011.
Directors and Key
Management Personnel
The full Board of Directors sets remuneration
policies and practices generally and makes
specific recommendations on remuneration
packages and other terms of employment for
Executive Directors, other Senior Executives
and Non-Executive Directors (if any).
Executive remuneration and other terms of
employment are reviewed annually having
regard to performance against goals set at
the start of the year, relevant comparative
information and independent expert advice as
well as basic salary, remuneration packages
include superannuation.
Remuneration packages are set at levels that
are intended to attract and retain executives
capable of managing the Group’s operations.
Remuneration of Non-Executive Directors is
determined by the Board within the maximum
amount approved by shareholders from time to
time. Fees for Non-Executive Directors are not
linked to the Company’s performance.
It is the Board’s intention to undertake an
annual review of its performance and the
performance of the Board Committees against
goals set at the start of the year.
In considering the Company’s performance
and its effect on shareholder wealth, the Board
has regard to a broad range of factors, some of
which are financial and others of which relate to
the progress on the Company’s projects, results
and progress of exploration and development
activities, joint venture agreements, etc.
The Board also gives consideration to the
Company’s result and cash consumption for
the year. It does not utilise earnings per share
as a performance measure or contemplate
payment of any dividends in the short to medium
term given that all efforts are currently being
expended to develop the Company.
Details of the nature and amount of each
element of the emoluments of each Director of
Torian Resources Limited are set out below.
Directors
Names and positions held of key management
personnel in office at any time during the
financial year are:
Mr. Nathan Taylor
Mr. Sunil Dhupelia
Mr. Jason Hou
Mr. Ian Johns
Mr. Andrew Sparke
Mr. Matthew Sullivan
Ms. Elissa Hansen
20
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only
Key Management Personnel
Compensation
2015
Salary and
directors fees
Bonus
Non-monetary
benefits
Other employee
entitlements
Total
Nathan Taylor
Sunil Dhupelia
Jason Hou
Ian Johns
Andrew Sparke
Matthew Sullivan
Elissa Hansen
Total Compensation
$
50,000
1
13,548
13,710
105,000²
105,000³
4,000
291,258
$
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
$
50,000
-
13,548
13,710
105,000
105,000
4,000
291,258
1 On resignation, Mr Dhupelia agreed to a reduced
settlement of outstanding directors’ fees of $50,000.
This reduced amount is less than the recognised benefits
accrued to him at 31 December 2014. As a result, no
expense has been recognised for Mr Dhupelia’s fees in the
current financial year.
2 Fees incurred for services provided as per the
consultancy agreement between the Company and Mr
Sparke. Fees paid in the year were $35,000 and $70,000
remains unpaid at 31 December 2015.
3 Fees incurred for services provided as per the
consultancy agreement between the Company and Mr
Sullivan. Fees paid in the year were $65,000 and $40,000
remains unpaid at 31 December 2015.
21
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only R E MUNE R AT ION
R E P OR T C ON T ’D
Key Management Personnel
Compensation
2014
Salary and
directors fees
Bonus
Non-monetary
benefits
Other employee
entitlements
Total
Nathan Taylor
Sunil Dhupelia
Jason Hou
Ian Johns
Andrew Sparke
Matthew Sullivan
$
60,000
60,000
60,000
60,000
-
-
Total Compensation
240,000
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
$
-
-
-
64,412
-
-
$
60,000
60,000
60,000
124,412
-
-
64,412
304,412
Shares Held by Key Management
Personnel and Their Associates
Balance
1 Jan 2015
Consolidation
Reduction 1
Purchases
Granted as
Compensation
Balance
31 Dec 2015
Nathan Taylor2
Sunil Dhupelia2
Jason Hou2
Ian Johns2
Andrew Sparke3
Matthew Sullivan4
Elissa Hansen
5,000,000
-4,848,485
92,500,000
-89,696,970
92,500,000
-89,696,970
92,853,608
-90,039,863
-
-
-
-
-
-
-
-
-
-
27,272,727
28,622,727
-
-
-
208,630
-
-
-
-
151,515
2,803,030
3,011,660
2,813,745
27,272,727
28,622,727
-
Total
282,853,608
-274,282,288
55,895,454
208,630
64,675,404
1 Adjusted for 1 for 33 share consolidation taken place
during the period.
2 Resigned during the financial year.
3 Shares disclosed as issued to Andrew Sparke due to
Key Management Personnel (KMP) relationship with
Cascade Resources Limited (“Cascade”). Shares are
not beneficially held by Mr Sparke but are beneficially
held by Cascade on behalf of all its shareholders. Mr
Sparke holds a minority interest in Cascade.
4 Shares disclosed as issued to Matthew Sullivan due
to Key Management Personnel (KMP) relationship
with Cascade and other vendors of the Cascade
transactions. 27,272,727 of these shares are not
beneficially held by Mr Sullivan but are beneficially
held by Cascade on behalf of all its shareholders. Mr
Sullivan holds a minority interest in Cascade.
22
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only Consultancy Agreements
Nathan Taylor - Director
Ian Johns - Director
• Agreement commenced on 11 March 2013;
• Consultancy fee of $5,000 per month;
• Agreement is terminated upon
cessation of directorship/
employment with the Company;
• Agreement commenced on
20 February 2013;
• Consultancy fee of $5,000 per month;
• Agreement is terminated upon cessation of
directorship/employment with the Company;
• No performance based remuneration
• No performance based remuneration
incentive has been included.
incentive has been included
Sunil Dhupelia - Director
Andrew Sparke - Director
• Agreement commenced on 11 March 2013;
• Consultancy fee of $5,000 per month;
• Agreement is terminated upon
cessation of directorship/
employment with the Company;
• Agreement commenced on 6 June 2014;
• Consultancy fee of $10,000 per month;
• Agreement is terminated upon cessation of
directorship/employment with the Company;
• No performance based remuneration
• No performance based remuneration
incentive has been included.
incentive has been included.
Jason Hou - Director
• Agreement commenced on 30 May 2013;
• Consultancy fee of $5,000 per month;
• Agreement is terminated upon
cessation of directorship/
employment with the Company;
• No performance based remuneration
incentive has been included
Matthew Sullivan - Director
• Agreement commenced on 6 June 2014;
• Consultancy fee of $10,000 per month;
• Agreement is terminated upon cessation of
directorship/employment with the Company;
• No performance based remuneration
incentive has been included.
Loans to Directors and Key
Management Personnel
There were no loans made to directors or key
management personnel of the Company and
the Group during the period commencing at the
beginning of the financial year and up to the date
of this report.
23
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only For personal use only F I N A N C I A L
R E P O R T
2 0 1 5
For personal use only P R O F I T & L O S S
Consolidated Statement of Profit or Loss
and other Comprehensive Income for Year
Ended 31 December 2015
Note
2015
2014
$
-
-
-
151,720
(8,647)
(14,534)
(184,012)
(603,682)
(8,187)
(149,126)
(561,127)
(1,377,595)
-
$
-
-
-
172,574
(9,505)
(112,894)
-
(472,100)
(29,164)
23,301
(155,701)
(583,489)
-
(1,377,595)
(583,489)
-
-
(1,377,595)
(583,489)
(2.63)*
(0.15)
Sales revenue
Cost of sales
Gross profit
Other revenue
Depreciation and amortisation expense
Impairment expense
Employee benefits expense
Due diligence and professional services
Finance costs
Exploration expenditure
Other expenses
Loss before income tax expense
Income tax expense
Loss attributable to members of the parent entity
Other comprehensive income
Total comprehensive income for the period
Basic earnings per share (cents)
2
3
3
5
4
7
These financial statements should be read in conjunction
with the accompanying notes.
*Calculated subsequent to a 1 for 33 share consolidation
undertaken during the year.
26
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only
F I N A N C I A L P O S I T I O N
Consolidated Statement of
Financial Position as at 31
December 2015
Note
2015
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Available-for-sale financial asset
Property, plant and equipment
Exploration and evaluation expenditure
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Borrowings
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS/(LIABILITIES)
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
8
9
11
13
14
15
16
17
18
These financial statements should be read in conjunction
with the accompanying notes.
2014
$
48,941
31,160
80,101
1,429
8,106
14,534
24,069
1,542,011
241,293
1,783,304
1,429
7,053
7,682,700
7,691,182
9,474,486
104,170
861,382
385,962
1,247,344
1,247,344
467,925
315,550
783,475
783,475
8,227,142
(679,305)
66,009,823
-
55,725,782
1,214,150
(57,782,681)
(57,619,237)
8,227,142
(679,305)
27
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only E Q U I T Y
Consolidated Statement of Changes in
Equity for Year Ended 31 December 2015
Shares on
Issue
Accumulated
Losses
$
$
Options
Reserve
$
Balance at 1 January 2014
55,209,411
(57,817,297)
1,995,700
Loss for the period
Other comprehensive income for the period
Total comprehensive income for the period
-
-
-
(583,489)
-
(583,489)
Shares issued during the period
516,370
-
-
-
-
-
Options expired
-
781,550
(781,550)
Total
$
(612,186)
(583,489)
-
(583,489)
516,370
-
Balance at 31 December 2014
55,725,781
(57,619,236)
1,214,150
(679,305)
Balance at 1 January 2015
55,725,781
(57,619,236)
1,214,150
(679,305)
Loss for the period
Other comprehensive income for the period
Total comprehensive income for the period
-
-
-
Shares issued during the period
10,284,042
(1,377,595)
-
(1,377,595)
-
-
-
-
-
(1,377,595)
-
(1,377,595)
10,284,042
Options expired
-
1,214,150
(1,214,150)
-
Balance at 31 December 2015
66,009,823
(57,782,681)
-
8,227,142
These financial statements should be read in conjunction
with the accompanying notes.
28
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only C A S H F L O W
Consolidated Statement of Cash Flows
for Year Ended 31 December 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Finance charges
Payments for exploration
Interest received
Note
2015
$
2014
$
(1,060,099)
(314,091)
(2,187)
(1,018,511)
18,701
(115)
(2,295)
3,080
Net cash (used) in operating activities
19
(2,062,096)
(313,421)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments to acquire property, plant and equipment
Proceeds from sale of interest in mining leases
Payments to acquire mining tenements
Deposits refunded by government bodies
Net cash (used in)/provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(7,593)
30,000
(313,300)
10,000
(280,893)
-
70,000
(14,534)
30,000
85,466
Proceeds from issue of shares, net of raising costs
3,573,431
11,059
Loan proceeds received
Repayment of related party loan
Net cash provided by financing activities
Net increase/(decrease) in cash held
Adjustment for reclassification of cash assets to non-current receivables
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
282,628
(20,000)
3,836,059
-
(7,886)
3,173
1,493,070
(224,782)
-
-
48,941
273,723
1,542,011
48,491
These financial statements should be read in conjunction
with the accompanying notes.
29
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 1 :
Summary of Significant
Accounting Policies
The financial report includes
the consolidated financial
statements and notes of
Torian Resources Limited and
controlled entities (‘Consolidated
Group’ or ‘Group’). The separate
financial statements and notes
of Torian Resources Limited
as an individual parent entity
(‘Company’) have not been
presented within the financial
report as permitted by the
Corporations Act 2001.
The financial statements were authorised for
issue on 31 March 2015 by the directors of the
company.
Basis of Preparation
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 and the Corporations Act 2001
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. Compliance with Australian
Accounting Standards ensures that the financial
statements and notes also comply with
International Financial Reporting Standards.
Material accounting policies adopted in the
preparation of this financial report are reported
below. They have been consistently applied
unless stated otherwise. All applicable new
accounting standards have been adopted for the
year ended 31 December 2015 unless otherwise
stated and their adoption did not have a
significant impact on the financial performance
or position of the consolidated entity
The financial report has been prepared on
an accruals basis and is based on historical
costs, modified, where applicable, by the
measurement at fair value of selected
non-current assets, financial assets and
financial liabilities.
Accounting Policies
a. Principles of Consolidation
A controlled entity is any entity Torian
Resources Limited has the power to control
the financial and operating policies of so as to
obtain benefits from its activities.
A list of controlled entities is contained in Note
12 to the financial statements. All controlled
entities have a 31 December 2015 financial
year-end for this current year.
As at reporting date, the assets and liabilities of
all controlled entities have been incorporated
into the consolidated financial statements as
well as their results for the year ended. Where
controlled entities have entered (left) the Group
during the year, their operating results have
been included (excluded) from the date control
was obtained (ceased).
All inter-company balances and transactions
between entities in the Group, including
any unrealised profits or losses, have been
30
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only Deferred income tax assets are recognised
to the extent that it is probable that future tax
profits will be available against which deductible
temporary differences can be utilised.
Torian Resources Limited formed an income tax
consolidated group under the tax consolidation
regime with its domestic subsidiaries listed
under Note 12.
c. Plant and Equipment
Each class of property, plant and equipment
is carried at cost or fair value less, where
applicable, any accumulated depreciation and
impairment losses.
Depreciation
The depreciable amount of all fixed assets is
depreciated on a straight-line basis over their
useful lives to the Group commencing from the
time the asset is held ready for use.
The depreciation rates used for each class of
depreciable assets are:
Class of Fixed Asset
Depreciation Rate
Office equipment and
furniture
Plant and equipment
25%
25%
The assets’ residual values and useful lives are
reviewed, and adjusted if appropriate, at each
balance sheet date.
An asset’s carrying amount is written down
immediately to its recoverable amount if the
asset’s carrying amount is greater than its
estimated recoverable amount.
Gains and losses on disposals are determined
by comparing proceeds with the carrying
amount. These gains and losses are included
in the Statement of Profit or Loss and Other
Comprehensive Income.
eliminated on consolidation. Accounting policies
of subsidiaries have been changed where
necessary to ensure consistencies with those
policies applied by the Company.
Where controlled entities have entered or
left the Group during the year, their operating
results have been included/excluded from the
date control was obtained or until the date
control ceased.
Minority interests, being that portion of the
profit or loss and net assets of subsidiaries
attributable to equity interests held by persons
outside the Group, are shown separately
within the Equity section of the Consolidated
Statement of Financial Position and in the
Consolidated Statement of Profit or Loss and
Other Comprehensive Income.
b. Income Tax
The charge for current income tax expense is
based on the results for the year adjusted for
any non-assessable or disallowed items. It is
calculated using the tax rates that have been
enacted or are substantially enacted by the
balance date.
Deferred tax is accounted for using the balance
sheet liability method in respect of temporary
differences arising between the tax bases of
assets and liabilities and their carrying amounts
in the financial statements. No deferred
income tax will be recognised from the initial
recognition of an asset or liability, excluding a
business combination, where there is no effect
on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that
are expected to apply to the period when the
asset is realised or liability is settled. Deferred
tax is credited in the income statement except
where it relates to items that may be credited
directly to equity, in which case the deferred tax
is adjusted directly against equity.
31
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only NOT E 1 C ON T ’D
Summary of Significant
Accounting Policies (CONT.)
d. Exploration, Development and Evaluation
Expenditure
Exploration, development and evaluation
expenditure incurred is accumulated in respect
of each identifiable area of interest. These
costs are only carried forward to the extent that
they are expected to be recouped through the
successful development of the area or where
activities in the area have not yet reached a
stage that permits reasonable assessment
of the existence of economically recoverable
reserves.
Currently the practice is to capitalise all
expenses that have been incurred and are in
direct relation to the exploration of resources.
Indirect costs such as administrative and
general operational costs will be expensed on
the basis that they are necessarily incurred.
Accumulated costs in relation to an abandoned
area are written off in full against profit in the
year in which the decision to abandon the area
is made.
When production commences, the accumulated
costs for the relevant area of interest are
amortised over the life of the area according
to the rate of depletion of the economically
recoverable reserves.
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.
e. Impairment of Assets
At each reporting date, the Group reviews the
carrying values of its tangible and intangible
assets to determine whether there is any
indication that those assets have been impaired.
If such an indication exists, the recoverable
amount of the asset, being the higher of the
asset’s fair value less costs to sell and value
in use, is compared to the asset’s carrying
value. Any excess of the asset’s carrying value
over its recoverable amount is expensed to
the Statement of Profit or Loss and Other
Comprehensive Income.
Where it is not possible to estimate the
recoverable amount of an individual asset, the
group estimates the recoverable amount of
the cash-generating unit to which the asset
belongs.
f. Investments in Joint Ventures
Investments in joint venture companies are
recognised in the financial statements by
applying the equity method of accounting. The
equity method of accounting recognised the
Group’s share of post-acquisition reserves of
joint ventures.
g. Employee Benefits
Provision is made for the Company’s liability
for employee benefits arising from services
rendered by employees to balance date.
Employee benefits that are expected to be
settled within one year have been measured
at the amounts expected to be paid when the
liability is settled. Employee benefits payable
later than one year have been measured at the
present value of the estimated future cash flows
to be made for those benefits. Those cash flows
are discounted using market yields on national
government bonds with terms to maturity that
match the expected timing of the cash flows.
h. Equity-settled Compensation
There has been no equity based compensation
with the exception of that described at Note 21.
The capital subscribed to as per this note was
32
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only acquired at fair value at the time of purchase.
Options issues have their fair value determined
with reference to an approved valuation
methodology, such as the Black-Scholes
valuation method. On issue, the fair value of an
option is taken to the Income Statements equity
settled compensation, with a corresponding
credit to the options reserve. This is then
disclosed as other comprehensive income in the
Statement of Comprehensive Income to show
other net profit position of the Group from a
third party perspective.
Shares have their value determined using the
direct method of share price at date of issue
multiplied by the number of shares issued.
Dividends received from associates and joint
venture entities are accounted for in accordance
with the equity method of accounting.
k. Finance
Finance costs directly attributable to the
acquisition, construction or production of assets
that necessarily take a substantial period of
time to prepare for their intended use or sale,
are added to the cost of those assets, until such
time as the assets are substantially ready for
their intended use or sale.
All other finance costs are recognised in income
in the period in which they are incurred.
i. Cash and Cash Equivalents
l. Goods and Services Tax (GST)
Cash and cash equivalents include cash on
hand, deposits held at call with banks and
other short-term highly liquid investments with
original maturities of three months or less.
j. Revenue and Other Income
Revenue is measured at the fair value of the
consideration received or receivable after
taking into account any trade discounts and
volume rebates allowed. Any consideration
deferred is treated as the provision of finance
and is discounted at a rate of interest that is
generally accepted in the market for similar
arrangements. The difference between the
amount initially recognised and the amount
ultimately received is interest revenue.
Revenue from the sale of goods is recognised
at the point of delivery as this corresponds to
the transfer of significant risks and rewards of
ownership of the goods and the cessation of all
involvement in those goods.
Interest revenue is recognised using the
effective interest rate method, which, for
floating rate financial assets, is the rate
inherent in the instrument. Dividend revenue is
recognised when the right to receive a dividend
has been established
Revenues, expenses and assets are recognised
net of the amount of GST, except where the
amount of GST incurred is not recoverable
from the Australian Tax Office. In these
circumstances the GST is recognised as part
of the cost of acquisition of the asset or as part
of an item of the expense. Receivables and
payables in the Statement of Financial Position
are shown inclusive of GST.
Cash flows are presented in the Statement of
Cash Flows on a gross basis, except for the GST
component of investing and financing activities,
which are disclosed as operating cash flows.
There is provision made in the Statement of
Cash Flows to disclose the applicable GST
refunds/payments that have been remitted to
the ATO to accurately show the cash position of
Torian Resources Limited.
m. Comparative Figures
Comparative figures have been derived from
the audited financial statements for Torian
Resources Limited for the year ended 31
December 2014, and changes in presentation
are made where necessary to comply with
accounting standards.
33
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only NOT E 1 C ON T ’D
ownership of the respective tenements will take
place in the ordinary source of business.
Summary of Significant
Accounting Policies (CONT.)
Key Judgements — Doubtful Debts Provision
As a result of no trading throughout the period,
Torian Resources Limited has no questionable
receivables.
n. Critical Accounting Estimates and
Judgments
The Directors evaluate estimates and judgments
incorporated into the financial report based on
historical knowledge and best available current
information. Estimates assume a reasonable
expectation of future events and are based on
current trends and economic data, obtained
both externally and within the Group.
Key Judgements - Exploration and Evaluation
Expenditure
The Group capitalises expenditure relating
to exploration and evaluation where it is
considered likely to be recoverable or where the
activities have not reached a stage that permits
a reasonable assessment of the existence
of reserves. There is significant judgement
required on the part of the Management and
the Board in determining whether exploration
assets are impaired. To this extent they have
considered the exploration activities, the current
market conditions, the political climate in the
jurisdiction in which the assets exists, as well as
numerous other factors in their determination
that the assets are not impaired.
Key Judgements – Tenement Ownership
As disclosed in Note 5 the Company acquired
the Mr Stirling and Malcolm projects on 26
March 2015. There are a number of tenements
in relation to this and other transactions where
the transfer of ownership is still in the process
of being registered with the relevant authority.
Management and the Board have exercised their
judgement in determining that the transfer of
o. New and Revised Accounting Standards
The consolidated entity has adopted all of the
new, revised or amending Accounting Standards
and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are
mandatory for the current reporting period.
Any new, revised or amending Accounting
Standards or Interpretations that are not yet
mandatory have not been early adopted.
Any significant impact on the accounting policies
of the consolidated entity from the adoption of
these Accounting Standards and Interpretations
are disclosed below.
The following Accounting Standards and
Interpretations are most relevant to the
consolidated entity:
• AASB 2014-1 Amendments to Australian
Accounting Standards (including Part
A: Annual Improvements 2010-2012 and
2011-2013 Cycles and Part B: Defined
Benefit Plans: Employee Contributions –
Amendments to AASB 119)
The adoption of the improvements made in
the 2012-2012 Cycle has required additional
disclosures in our segment note. Other than
that, the adoption of these amendments did not
have any impact on the current period or any
prior period and is not likely to affect future
periods.
Certain new accounting standards and
interpretations have been published that are
not mandatory for 31 December 2015 reporting
periods and have not been early adopted by the
group.
34
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only r. Going Concern
The Directors have prepared the financial report
on a going concern basis, which contemplates
the continuity of normal business activities and
the realisation of assets and the settlement of
liabilities in the ordinary course of business.
For the financial year ended 31 December
2015, the Group incurred a net loss after
tax of $1,377,595 (2014: loss $583,489). The
Group utilised cash flows operating and
investing activities of $2,062,096 and $280,893
respectively.
The Directors continue to assess the financing
and capital requirements of the Group and
have resolved that it is reasonably foreseeable
that the consolidated group will continue as a
going concern and that it is appropriate to adopt
the going concern basis in the preparation of
the financial report after consideration of the
following factors:
• The Group has the capacity to raise
additional share capital following to
approval of a resolution passed at a General
Meeting on 29 March 2016 for the Company
to issue up to 25,000,000 fully paid ordinary
shares in the company at an issue price of at
least 80% of the Volume Weighted Average
Price per Share calculated over the last 5
days before the date of issue to raise up to
$5,000,000;
• The Group has cash resources of $1,542,011
as at 31 December 2015;
• The Group has net assets of $8,227,142 and
net current assets of $535,960;
• The Group has the ability to dispose some of
its assets as required;
• The Group has the ability to scale back its
exploration activities should funding not be
available continue exploration at its current
levels
35
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 2 / 3 / 4 :
2015
$
2014
$
18,701
90,909
42,110
3,080
-
169,494
151,720
172,574
14,534
8,647
112,984
9,505
-
-
-
-
-
-
(413,278)
(175,047)
NOTE 2: REVENUE
Other revenue:
— Interest received
— Profit on disposal of non-current assets
— Other revenue
Total other income
NOTE 3: RESULTS FOR THE YEAR
Expenses:
Impairment
Depreciation of plant and equipment
NOTE 4: INCOME TAX EXPENSE
The components of tax expense comprise:
Current tax
Deferred tax
Total
Prima facie tax benefit on loss from
ordinary activities before income tax at
30%:
Add tax effect of:
— Other non-allowable items
21,146
39,142
Subtotal
(392,132)
(135,905)
Less tax effect of:
— Items not assessable for taxation
(12,633)
50,636
— Items deductible for taxation but not
accounting
(295,547)
-
Deferred tax assets not brought to account:
700,312
85,269
Income tax expense
-
-
NOTE 4 (CONT'D)
The Group has carry forward
tax losses, calculated according
to Australian income tax
legislation of $36,670,080
(2014: $34,335,705), which
will be deductible from future
assessable income provided that
income is derived, and:
a) The Company and its
controlled entities carry on
prescribed mining operations
as defined in the income Tax
Assessment Act, as appropriate;
or
b) The Company and its
controlled entities carry on
a business of, or a business
that includes exploration or
prospecting in Australia, for
the purpose of discovering
or extracting minerals, as
appropriate; and
c) No change in tax legislation
adversely affects the Company
and its controlled entities in
realising the benefit from the
deduction for the losses.
The benefit of these losses
will only be recognised where
it is probable that future
taxable profit will be available
against which the benefits of
the deferred tax asset can be
utilised.
36
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 5 / 6 :
2015
$
2014
$
NOTE 5: EMPLOYEE BENEFITS EXPENSE
Employee benefits incurred during the year:
— Salaries and wages
— Superannuation
Total:
175,664
8,348
184,012
-
-
-
NOTE 6: AUDITOR REMUNERATION
Remuneration of the auditor of the Group for:
— auditing or reviewing the financial report
Total:
46,000
46,000
25,000
25,000
37
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 7 / 8 / 9 :
NOTE 7: EARNINGS PER SHARE
a. Reconciliation of earnings:
Loss
b. Weighted average number of ordinary shares
outstanding during the year used in calculating EPS
c. Basic EPS
d. Diluted EPS
2015
$
2014
$
(1,377,595)
(583,489)
No.
No.
52,281,915*
394,137,643
Cents
(2.63)
(2.63)
Cents
(0.15)
(0.15)
*Calculated subsequent to a 1 for 33 share consolidation undertaken during the period.
NOTE 8: CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Total
1,542,011
1,542,011
48,941
48,941
NOTE 9: TRADE AND OTHER RECEIVABLES
CURRENT
Trade and other receivables from third parties:
— Trade receivables
— Other receivables
Total current assets
NON-CURRENT
Trade and other receivables from third parties:
— Term Deposits - Guarantees
— Deposits with government bodies
— Provision for impairment Total non-current assets
Total non-current assets
18,458
222,835
241,293
18,458
12,702
31,160
-
-
-
-
3,262
147,822
-151,084
-
38
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only NOT E 9 C ON T ’D
There is no expectation of the Directors that
any of the above amounts are required to be
impaired as all amounts are anticipated to be
fully recoverable. Whilst the above amounts
are unsecured, there is no question as to the
creditworthiness of the Group’s debtors.
Allowance for impairment loss
Trade receivables and other receivables are
non-interest bearing and are generally on 30-60
day terms. A provision for impairment loss is
recognised when there is objective evidence
that an individual receivable is impaired. No
impairment has been recognised by the Group
and Company in the current year. No receivable
is past due.
Fair value and credit risk
Due to the short term nature of these
receivables, their carrying value is assumed
to approximate their fair value. The maximum
exposure to credit risk is the fair value of
receivables. Collateral is not held as security,
nor is it the Group’s policy to transfer on-sell
receivables to special purpose entities.
Interest rate risk
Detail regarding interest rate risk exposure is
disclosed in Note 23.
39
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 1 0 :
Investments Accounted for
using the Equity Method
In the 2010 financial year, the Company entered into the Madagascar Joint Venture with Varun
Madagascar, a division of Mumbai-listed company Varun Industries. This is a production sharing
joint venture to mine both gold and gemstones from two highly prospective adjacent exploitation
(production) licences in Vatovorona, Madagascar.
The joint venture has been in care and maintenance while the directors determine the best avenue
to realise value for shareholders.
Interests in joint ventures
Varun Torian (International) SARL
Investment at cost
Accumulated equity accounted share of loss
Accumulated allowance for impairment
Closing balance
Movements in carrying amounts
Varun Torian (International) SARL
Balance at 1 January
Refunded during the year
Allowance for impairment
Closing balance
2015
$
2014
$
792,910
(301,045)
(491,865)
792,910
(301,045)
(491,865)
-
-
-
-
-
-
-
-
-
-
Investments in joint venture companies are
valued at fair value at year end, which is
calculated as follows:
• fair value of the investment at the beginning
of the year (or, for acquisitions during the
year, the fair value of the investment on
acquisition);
• less equity accounted share of losses during
the year;
• less impairment losses during the year.
Any impairment losses during the year are
calculated as the difference between:
• the fair value of the investment at the
beginning of the year (or, for acquisitions
during the year, the fair value of the
investment on acquisition) less equity
accounted share of losses during the year;
and
• the fair value of the investment calculated
at year end using the last quoted bid price
plus the value of any options held, calculated
using the assumptions set out below.
40
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 1 1 :
Available-For-Sale
Financial Assets
2015
$
1,429
1,429
2014
$
1,429
1,429
Available-for-sale
Total
Fair Value Measurement
Valuation Techniques
In the absence of an active market for an
identical asset or liability, the Group selects
and uses one or more valuation techniques to
measure the fair value of the asset or liability.
The Group selects a valuation technique that
is appropriate in the circumstances and for
which sufficient data is available to measure
fair value. The availability of sufficient and
relevant data primarily depends on the specific
characteristics of the asset or liability being
measured.
Recurring Fair Value Measurement Amounts and the Level of the Fair Value Hierarchy within
which the Fair Value Measurements are Categorised
Fair Value Measurements at 31 December 2015 Using:
Quoted Prices in
Active Markets for
Identical Assets
$
(Level 1)
-
Significant
Observable
Inputs
$
(Level 2)
-
Significant
Unobservable
Inputs
$
(Level 3)
1,429
Investment in shares of listed corporation (i)
(i) During the period there was a transfer from level 1 to 3 in relation to the Elsmore shares.
41
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 1 2 :
Controlled Entities
Consolidated
Country of
Incorporation
Percentage
Owned (%)*
2015
2014
PARENT ENTITY:
Torian Resources Limited
SUBSIDIARIES OF TORIAN RESOURCES LIMITED
Cluff Minerals (Australia) Pty Limited
NSW Gold NL
Torian Exploration Pty Ltd
* Percentage of voting power is in proportion to ownership
Australia
Australia
Australia
Australia
100
100
100
100
100
100
42
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 1 3 :
Plant and
Equipment
OFFICE EQUIPMENT
At cost
Accumulated depreciation
Total office equipment
PLANT AND EQUIPMENT
At cost
Accumulated depreciation
Total property, plant and equipment
Total
Movements in Carrying Amounts
Balance at 1 January 2014
Depreciation expense
Balance at 31 December 2014
Acquisitions in the year
Depreciation expense
Balance at 31 December 2015
2015
$
38,631
(31,578)
7,053
11,899
(11,899)
-
7,053
2014
$
31,038
(25,452)
5,586
11,899
(9,379)
2,520
8,106
Office
Equipment
Plant and
Equipment
$
12,116
(6,530)
5,586
7,593
(6,126)
7,053
$
5,495
(2,975)
2,520
-
(2,520)
-
Total
$
17,611
(9,505)
8,106
7,593
(8,646)
7,053
43
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 1 4 / 1 5 / 1 6 :
NOTE 14: EXPLORATION AND EVALUATION EXPENDITURE
Exploration expenditure capitalised
Provision for impairment
Total
Balance at beginning of financial year
Additions
Disposals
Amortisation on disposed assets
Impairment recognised during the financial year
Balance at end of financial year
NOTE 15: TRADE AND OTHER PAYABLES
CURRENT
Accounts payable
Deferred revenue
Employee benefits payable
Directors’ accruals
Other payables
Total
NOTE 16: BORROWINGS
CURRENT
Loans from external parties (i)
Loans from related parties (ii) (Note 20)
Total
2015
$
7,682,700
-
7,682,700
14,534
7,682,700
-
-
(14,534)
7,682,700
518,574
-
13,574
289,117
40,117
861,382
103,334
282,628
385,962
2014
$
1,191,063
(1,176,529)
14,534
-
14,534
-
-
-
14,534
56,771
70,000
(2,600)
280,754
63,000
467,925
97,334
218,216
315,550
(i) The principle loan was $75,000. Interest is currently accruing on the loan balance at $500 per month.
It is the Company’s intention to settle this loan following the next successful capital raising.
(ii) This loan is at call, unsecured and is non-interest bearing.
44
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 1 7 :
Issued Capital
Ordinary Shares
Fully Paid
2015
2014
No. of Shares
$
No. of Shares
$
At the beginning of reporting period
500,332,464
55,725,782
243,990,407
55,209,411
Share consolidation (1:33)
Shares issued during the year
(485,174,115)
25,414,416
Shares issued to acquire capital assets
33,722,727
-
4,329,983
6,407,318
(453,260)
-
256,342,057
-
-
-
516,371
-
-
-
74,295,492
66,009,823
500,332,464
55,725,782
Cost of raising capital
At reporting date
Ordinary shares participate in dividends and
the proceeds on winding up of the Company in
proportion to the number of shares held. At the
shareholders meetings each ordinary share
is entitled to one vote when a poll is called,
otherwise each shareholder has one vote on a
show of hands.
Capital Management
Management controls the capital of the Group
in order to maintain a good debt to equity
ratio, provide the shareholders with adequate
returns and ensure that the group can fund its
operations and continue as a going concern.
The Group’s capital includes ordinary share
capital, shares and financial liabilities,
supported by financial assets. There are no
externally imposed capital requirements.
Management effectively manages the Group’s
capital by assessing the group’s financial risks
and adjusting its capital structure in response to
changes in these risks and in the market. These
responses include the management of debt
levels, distribution to shareholders and share
issues.
45
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only
N O T E 1 8 :
Reserves
Options reserve
Total reserves
The options reserve records the fair value of options on issue.
Balance at beginning of financial year
Options expired during the year
Balance at end of financial year
N O T E 1 9 :
2015
-
-
1,214,150
(1,214,150)
-
2014
1,214,150
1,214,150
1,995,700
(781,550)
1,214,150
Cash Flow Information
Reconciliation of Cash Flow from Operations with Profit after Income Tax
Loss after income tax
Non-cash flows in profit:
Depreciation
Impairment expense
Profit on disposal of investments
Reversal of provision
Reversal of rehabilitation expenses
Interest expense
Non-cash expenses
Changes in current assets and liabilities:
(Increase)/decrease in trade and other receivables
Increase/(decrease) in accounts payable and accruals
Reallocation of investing cash flows
(Increase)/decrease in exploration assets
2015
$
2014
$
(1,377,595)
(583,489)
8,647
14,534
-
(32,110)
-
-
45,000
(175,424)
364,236
(40,000)
(869,384)
9,505
112,894
(205,232)
(55,000)
-25,596
27,353
-
(1,562)
407,706
-
-
Net cash used in operating activities
(2,062,096)
(313,421)
46
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 2 0 :
Related Party
Disclosures
Transactions between related parties are on normal commercial terms and conditions no
more favourable than those available to other parties unless otherwise stated.
Transactions with related parties:
— Johns Corporation Pty Ltd ATF Johns Family Trust
(director fees and consultancy fees)
— Longhorn Capital Partners Pty Ltd (director fees)
— Sunkat Financial Pty Ltd (director fees)
— Sino-Aust Material Tradings Pty Ltd (director fees)
— Taylor Super Fund (lease rental)
— Jemda Pty Ltd (director fees)
— Olive Capital Pty Ltd (director fees)
2015
$
43,710
50,000
-
13,548
22,267
105,000
105,000
2014
$
124,142
60,000
60,000
60,000
48,000
35,000
35,000
Mr. Nathan Taylor is a director of Longhorn Capital Partners Pty Ltd, which throughout
the year has provided consultancy and corporate management services to the Group. All
fees tendered have been on an arm’s length basis.
Mr. Jason Hou is a director of Sino-Aust Material Tradings Pty Ltd, which throughout the
year has provided consultancy and corporate management services to the Group. All fees
tendered have been on an arm’s length basis.
Mr. Ian Johns is a director of Johns Corporation Pty Ltd, which throughout the year
has provided consultancy and corporate management services to the Group. All fees
tendered have been on an arm’s length basis.
Mr. Sunil Dhupelia is a director of Sunkat Financial Pty Ltd, which throughout the year
has provided consultancy and corporate management services to the Group. All fees
tendered have been on an arm’s length basis.
Mr. Matthew Sullivan is a director of Jemda Pty Ltd, which throughout the year has
provided consultancy and corporate management services to the Group. All fees
tendered have been on an arm’s length basis.
Mr. Andrew Sparke is a director of Olive Capital Pty Ltd, which throughout the year has
provided consultancy and corporate services to the Group. All fees tendered have been
on an arm’s length basis.
47
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only NOT E 2 0 C ON T ’D
Related Party Disclosures
(CONT.)
Loans from related parties:
2015
2014
— Olive Capital Pty Ltd
$
1,500
— Cascade Resources Limited
281,128
$
-
-
Mr. Sullivan and Mr. Sparke are directors of
Cascade Resources Limited, which is also a
joint venture partner in the Zuleika Project.
Key Management Personnel
The following were key management personnel
of the Company at any time during the reporting
period and unless otherwise indicated were key
management personnel for the entire period:
Mr. Andrew Sparke
Mr. Matthew Sullivan
Ms. Elissa Hansen (Appointed 9 December 2015)
Mr. Nathan Taylor (Resigned 9 December 2015)
Mr. Sunil Dhupelia (Resigned 30 June 2015)
Mr. Jason Hou (Resigned 23 March 2015)
Mr. Ian Johns (Resigned 24 March 2015)
Shares Held by Key Management Personnel and Their Associates
Balance
1-Jan-15
Consolidation
Reduction1
Purchases
Granted as
Compensation
Nathan Taylor2
Sunil Dhupelia2
Jason Hou2
Ian Johns2
Andrew Sparke3
Matthew Sullivan4
Elissa Hansen
5,000,000
92,500,000
92,500,000
92,853,608
-
-
-
(4,848,485)
(89,696,970)
(89,696,970)
(90,039,863)
-
-
-
-
-
-
-
27,272,727
28,622,727
-
-
-
208,630
-
-
-
-
Balance
31-Dec-15
151,515
2,803,030
3,011,660
2,813,745
27,272,727
28,622,727
-
Total
282,853,608
(274,282,288)
55,895,454
208,630
64,675,404
1 Adjusted for 1 for 33 share consolidation taken place during the period.
2 Resigned during the financial year.
3 Shares disclosed as issued to Andrew Sparke due to Key Management Personnel (KMP) relationship with Cascade
Resources Limited (“Cascade”). Shares are not beneficially held by Mr. Sparke but are beneficially held by Cascade on
behalf of all its shareholders. Mr. Sparke holds a minority interest in Cascade.
4 Shares disclosed as issued to Matthew Sullivan due to Key Management Personnel (KMP) relationship with Cascade and
other vendors of the Cascade transactions. 27,272,727 of these shares are not beneficially held by Mr. Sullivan but are
beneficially held by Cascade on behalf of all its shareholders. Mr. Sullivan holds a minority interest in Cascade.
48
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only Options Held by Key Management Personnel and Their Associates
Balance
1-Jan-15
Consolidation
Reduction
Purchases
Expired
Balance
31-Dec-15
Nathan Taylor
Sunil Dhupelia
Jason Hou
Ian Johns
Andrew Sparke
Matthew Sullivan
Elissa Hansen
-
-
-
10,000,000
(9,696,969)
-
-
-
-
-
-
Total
10,000,000
(9,696,969)
-
-
-
-
-
-
-
-
-
-
-
(303,031)
-
-
-
(303,031)
-
-
-
-
-
-
-
-
Directors’ and Executive Officers’ Remuneration
The Board sets all remuneration packages. The broad
remuneration policy is to ensure that each senior staff
member’s remuneration package properly reflects the
person’s duties and responsibilities. Current market
conditions are also taken into account in determining the
appropriate remuneration package.
Salary,
wages and
directors
fees
$
50,000
13,548
13,710
105,00
105,00
4,000
2015
Nathan Taylor
Sunil Dhupelia
Jason Hou
Ian Johns
Andrew Sparke
Matthew Sullivan
Elissa Hansen
Total Compensation
291,258
Bonus
Non-monetary
benefits
Other
employee
entitlements
$
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
Total
$
50,000
-
13.55
13,710
105,000
105,000
4,000
291,258
1 On resignation, Mr Dhupelia agreed to a reduced settlement of outstanding directors’ fees of $50,000. This
reduced amount is less than the recognised benefits accrued to him at 31 December 2014. As a result, no
expense has been recognised for Mr Dhupelia’s fees in the current financial year.
2 Fees incurred for services provided as per the consultancy agreement between the Company and Mr Sparke.
Fees paid in the year were $35,000 and $70,000 remains unpaid at 31 December 2015.
3 Fees incurred for services provided as per the consultancy agreement between the Company and Mr Sullivan.
Fees paid in the year were $65,000 and $40,000 remains unpaid at 31 December 2015.
49
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only NOT E 2 0 C ON T ’D
Related Party Disclosures
(CONT.)
Salary, wages and
directors fees
Bonus
Non-monetary
benefits
Other employee
entitlements
Total
$
60,000
60,000
60,000
$
-
-
-
64,412
124,412
-
-
64,412
304,412
2014
Nathan Taylor
Sunil Dhupelia
Jason Hou
Ian Johns
Andrew Sparke
Matthew Sullivan
$
60,000
60,000
60,000
60,000
Total Compensation
240,000
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
50
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 2 1 :
Share Based
Payments
Date
Description
The following table presents information on the fair values of
Ordinary Shares issued in the financial year by the Group.
3/26/2015
Issue of shares as deemed consideration for the
completion of the acquisition of the contractual rights
to Malcolm and Mt Stirling gold projects from Cascade
Resources Limited
3/26/2015
Issue of shares to related party project vendors in part
consideration for the completion of the acquisition
agreements
No of
Ordinary
Shares
Value per
security
$
Total
$
27,272,727
0.1900
5,181,818
6,450,000
0.1900
1,225,500
5/26/2015
Issue of ordinary shares for the conversion of debt
991,080
0.2000
198,216
8/11/2015
Issue of ordinary shares in lieu of services provided
including assisting with promotion of the company and
fund raising
1,000,000
0.1917
191,700
10/2/2015
Issue of ordinary shares in lieu of directors’ fees
12/3/2015
Issue of ordinary shares in lieu of consulting fees
208,630
83,058
0.1980
0.2260
41,307
18,771
6,857,312
A summary of the movements of all Company options issued is as follows:
Number of Options
Weighted Average Exercise Price
Options Outstanding as at 31 December 2013
Expired
Options Outstanding as at 31 December 2014
Options Exercisable as at 31 December 2014
Reduction from 1:33 consolidation
Expired
Options Outstanding as at 31 December 2015
Options Exercisable as at 31 December 2015
30,200,000
10,150,000
20,050,000
20,050,000
(19,442,426)
(607,574)
-
-
$
0.1690
0.210
0.169
0.169
-
4.89
-
-
51
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 2 2 :
Events after the Balance
Sheet Date
Drilling Update
New Acquisitions
Subsequent to balance date, Torian completed
Phase 1 of a 4 Phase drilling program designed
to test an initial 14 targets at the Zuleika JV. A
total of 753 holes for 34,177m of rotary air blast
(RAB) drilling was completed, together with 6
reverse circulation (RC) drill holes for 618m.
Results of the Phase 1 drill program at Targets
4 to 9 at the Zuleika JV were received in late
March. Remaining results are expected soon.
Torian has also completed its planning for
Phase 2 of its drill program at Mt Stirling.
Following discovery of further high grade near
surface mineralisation, the Company is now
accelerating Phase 2 of its drill program at Mt
Stirling. The aim of this drill program will be
to demonstrate that this system appears to be
much larger than originally indicated.
The Company has received all necessary
approvals from the WA Department of Mines
and Petroleum for the next round of drilling at
Mt Stirling.
Two new acquisitions at Zuleika JV bring the
total project area to 214km2.
A total of 15 applications for Prospecting
Licences have been made over highly
prospective ground at the Zuleika JV. This firmly
cements Torian as one of the largest landholder
in this highly sought after region.
Funding
At an Extraordinary General Meeting held on
29 March 2016, shareholders approved for the
issue of up to 25,000,000 ordinary shares to
raise up to $5 million.
No other significant subsequent event has
arisen that significantly affect the operations of
the Group.
52
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 2 3 :
Financial Instruments
General Objectives, Policies and Processes
Credit Risk
The Group is exposed to risks that arise from
its use of financial instruments. This note
describes the Group’s objectives, policies
and processes for managing those risks and
the methods used to measure them. Further
quantitative information in respect of these
risks is presented throughout these financial
statements.
There have been no substantive changes in
the Groups’ exposure to financial instrument
risks, its objectives, policies and processes for
managing those risks or the methods used to
measure them from previous periods unless
otherwise stated in this note.
The Board has overall responsibility for the
determination of the Group’s risk management
objectives and policies. The Group’s risk
management policies and objectives are
therefore designed to minimise the potential
impacts of these risks on the results of
objectives where such impacts may be
material. The Board periodically reviews the
effectiveness of the process put in place and the
appropriateness of the objectives and policies it
sets.
The overall objective of the Board is to set
policies that seek to reduce risk as far as
possible. Further details regarding these
policies are set out below:
Credit risk is the risk that the other party to a
financial instrument will fail to discharge their
obligation resulting in the Group incurring a
financial loss. This usually occurs when debtors
or counterparties to derivative contracts fail to
settle their obligations owing to the Group. The
Group does not have any material credit risk
exposure to any single receivable or group of
receivables under financial instruments entered
into by the Group.
The maximum exposure to credit risk at balance
date is as follows:
2015
$
22,624
2014
$
31,160
Trade receivables
Liquidity Risk
Liquidity risk is the risk that the Group may
encounter difficulties raising funds to meet
commitments associated with financial
instruments due to creditors. The Group
manages liquidity risk by monitoring forecast
cash flows and ensuring that adequate
unutilised borrowing facilities are maintained.
The Group’s operations require it to raise
capital on an on-going basis to fund its planned
exploration program and to commercialise its
tenement assets.
53
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only NOT E 2 3 C ON T ’D
Financial Instruments
(CONT.)
Maturity Analysis of Financial Liabilities
2015
CURRENT LIABILITIES
Accounts payable
Employee benefits payable
Other payables
Borrowings
2014
CURRENT LIABILITIES
Accounts payable
Other payables
Borrowings
Interest Rate Risk
The Group is constantly monitoring its exposure
to trends and fluctuations in interest rates in
order to manage interest rate risk.
The following tables demonstrate the sensitivity
to a reasonably possible change in interest
rates, with all other variables held constant.
Change in Cash and Cash Equivalents
Increase in interest rate by 1%
Decrease in interest rate by 1%
54
Carrying Amount
Contractual Cash
Flows
< 6 Months
$
$
$
518,574
302,691
40,117
103,334
126,771
343,754
315,550
518,574
302,691
40,117
385,962
126,771
343,754
315,550
2015
$
15,420
(15,420)
518,574
302,691
40,117
385,962
126,771
343,754
315,550
2014
$
489
(489)
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 2 4 :
Segment Reporting
The Group‘s operations consist of exploring and
developing gold assets in Western Australia.
The following table presents revenue and profit
information and certain asset and liability information
regarding operational segments for the years ended
31 December 2015 and 31 December 2014.
Segment revenues and results
Segment Revenue
Segment Profit
2015
$
2014
$
2015
$
2014
$
Exploration and development
Other
Total for continuing operations
133,019
18,701
151,720
139,323
33,251
172,574
Central administration costs and directors salaries
Loss before tax (continuing operations)
(30,641)
18,701
(11,940)
40,351
33,251
73,602
(1,365,655)
(657,091)
(1,377,595)
(583,489)
Segment assets
Exploration and development
Total segment assets
Unallocated
2015
$
7,682,700
7,682,700
1,791,786
2014
$
17,054
17,054
87,117
Consolidated total assets
9,474,486
104,171
Segment liabilities
Exploration and development
-
-
-
Total segment liabilities unallocated
1,247,344
783,475
Consolidated total liabilities
1,244,344
783,475
55
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only NOT E 24 C ON T ’D
Segment Reporting
(CONT.)
For the purposes of monitoring segment performance and allocating resources between segments:
• All assets are allocated to reportable
segments other than interests in associates,
‘other financial assets’ and current and
deferred tax assets. Goodwill is allocated to
reportable segments;
• Assets used jointly by reportable segments
are allocated on the basis of the revenues
earned by individual reportable segments;
and
• All liabilities are allocated to reportable
segments other than borrowings, ‘other
financial, liabilities’, current and deferred
tax liabilities. Liabilities for which
reportable segments are jointly liable are
allocated in proportion to segment assets.
N O T E 2 5 :
Parent Entity
Disclosures
Financial position
Assets
Total current assets
Total non-current assets
Total assets
Liabilities
Total current liabilities
Total liabilities
Equity
2015
$
2014
$
1,781,277
7,691,182
9,472,459
1,244,344
1,244,344
78,075
24,070
102,145
783,475
783,475
Contributed equity
66,009,824
55,725,782
Reserves
-
1,214,150
Accumulated losses
(57,784,709)
(57,621,263)
Total equity
8,225,115
(681,331)
Financial performance
Loss for the year
(1,377,595)
(609,085)
Other comprehensive income
-
-
Total comprehensive loss
(1,377,595)
(609,085)
56
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only N O T E 2 6 :
N O T E 2 8 :
Company Details
The registered office of the Company is:
Torian Resources Limited
Unit G4
49 Melville Parade
SOUTH PERTH WA 6151
The principal place of business is:
Torian Resources Limited
Unit G4
49 Melville Parade
SOUTH PERTH WA 6151
Contingent Assets
and Liabilities
There are no contingent liabilities or
contingent assets at balance date.
N O T E 2 7 :
Capital Commitments
As part of the Zuleika Joint Venture, Cascade
will grant the Company the sole and exclusive
right to earn a 49% Joint Venture (JV) interest
from Cascade if they spend a minimum of
$5,000,000 on exploration activities related to
the tenements held by the JV as follows:
• spending $1,250,000 in the first twelve (12)
month period, which commenced in July
2015;
• spending a further $3,750,000 in the thirty
six (36) month period following the above.
• The 49% will be granted as follows:
• 12.25% will be granted within 12 months;
and
• a further 36.75% to be granted within 3
years.
57
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only
D I R E C T O R S '
D E C L A R A T I O N
The Directors of the Company declare that:
1.
the financial statements and notes, as set out on pages 16 to 42, are in accordance
with the Corporations Act 2001 and:
a. comply with Accounting Standards and the Corporations Regulations 2001; and
b. give a true and fair view of the financial position as at 31 December 2015 and of the
performance for the year ended on that date of the Company and Consolidated Group.
2.
3.
the Company has included in note 1 to the financial statements an explicit and
unreserved statement of compliance with International Financial Reporting
Standards;
the Directors have been given the declaration required by Section 295A of the
Corporations Act from the Chief Executive Officer for the financial year ended 31
December 2015;
4.
in the Director’s opinion there are reasonable grounds to believe that the Company
will be able to pay its debts as and when they become due and payable; and
5.
the remuneration disclosures included on pages 22-25 of the Directors’ Report (as
part of the Audited Remuneration Report) for the year ended 31 December 2015,
comply with section 300A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
Andrew Sparke
Non-Executive Chairman
Sydney, 31 March 2016
58
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only
100%
AUSTRALIAN
OWNED
1,170
HOLDERS OF
SHARES
COMPLE TED
ACQUISITIONS IN
8
12
MONTHS
59
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only For personal use only For personal use only S P R E A D O F
S H A R E H O L D E R S
At 30 March 2016, there were
1,170 holders of Shares. The
shareholders were entitled to
one vote for each Share held.
Spread of Holdings
No of Holders
No of Units
% of Total Issued Capital
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
497
259
112
230
72
1,170
100,854
738,749
813,155
7,177,003
66,091,022
74,920,783
0.14%
0.99%
1.09%
9.58%
88.22%
100%
There were 617 shareholders holding less than
a marketable parcel of 2,778 shares as at 30
March 2016.
Substantial Shareholders
The Company’s register of substantial
shareholders recorded the information as at 30
March 2016.
62
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only T O P 2 0
H O L D I N G S
At 30 March 2016
Holder Name
CASCADE RESOURCES LIMITED
R&R VENTURE PARTNERS II LLC
JOHNS CORPORATION PTY LTD
CITYSCAPE ASSET PTY LTD
MR TIMOTHY MCGOWEN & MRS DANIELLE MCGOWEN
DOBEROTTO PTY LIMITED
TREVOR JOHN DIXON
ASIA INSURANCE HOLDINGS PTE LTD
KATSUN FINANCIAL PTY LTD
MR EDWARD SHIRAZI
LOT 99 PTY LTD
CELTIC CAPITAL PTE LTD
RAND MINING LTD
TRIBUNE RESOURCES LTD
MR JAMES DAVID WILLIAM TAYLOR & ERIN ANN TAYLOR
ADAM FRANK HILL
MICHAEL HARRY LEWIS
MR JAMES DAVID WILLIAM TAYLOR MRS ERIN ANN TAYLOR
DR JOHN CAPP PTY LIMITED
JEMDA PTY LTD
TOTAL
Balance at
30-March 2016
27,272,727
5,716,485
2,958,204
2,200,000
1,955,000
1,710,087
1,670,000
1,304,121
1,128,054
1,043,297
826,185
824,679
824,679
824,679
757,575
750,000
750,000
607,320
606,262
550,000
%
36.40
7.63
3.95
2.94
2.61
2.28
2.23
1.74
1.51
1.39
1.10
1.10
1.10
1.10
1.01
1.00
1.00
0.81
0.81
0.74
54,279,354
72.45
63
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only M I N E R A L R E S O U R C E S
S T A T E M E N T
As at 31 December 2015, Torian Resources had
total Inferred JORC Resources of 37,477 oz Au.
Project
JORC Category
Total Project Resources
Tonnes
g/t Au
Mt Stirling1
Mt Stirling Well2
Malcolm
Total
Inferred
Inferred
Inferred
Inferred
259,750
41,250
48,000
349,000
2.44
8.54
3.72
3.34
Oz
20,400
11,327
5,750
37,477
Torian’s Interest
(On completion
of the Acquisition
Agreements)
51-90%1
100%
51-90%1
Notes:
1.
Torian holds a contractual right to acquire 51% and has the right to earn up to a 90% pursuant to the
relevant joint venture agreements.
2. Mt Stirling Well is a prospect within the Mt Stirling Project.
The Mt Stirling Project is located approximately
40 kilometres north west of Leonora. The
Malcolm Project is located approximately 20
kilometres east of Leonora.
The Company did not have any JORC Resources
as at 31 December 2014.
Governance Arrangements and Internal
Controls
The Company’s resource estimates are
prepared by the Managing Director who is a
qualified geologist with more than 25 years’
experience and is a member of the Australian
Institute of Mining and Metallurgy and is a
Competent Person as defined by the 2012 edition
of the JORC Code. The resource estimates are
prepared in accordance with the 2012 edition of
the JORC Code. The resources are subject to
internal peer review from time to time, at least
quarterly, which have not highlighted any errors,
omissions or changes.
Competent Person Statement
The information in this report relating to
mineral resources is based on and fairly
represents information and supporting
documentation prepared by a Competent
Person. That Competent Person is Mr MP
Sullivan who is a member of AusIMM. Mr
Sullivan is the principal of Jemda Pty Ltd,
geological consultants to the Company, and the
Company’s Managing Director. Mr Sullivan has
sufficient experience which is relevant to the
style of mineralisation, the type of deposit that
is under consideration and to the activity that
he is undertaking to qualify as a Competent
Person as defined in the 2012 Edition of the
“Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves”.
Mr Sullivan consents to the inclusion in the
report of the matters based on his information
in the form and context in which is appears.
64
TORIAN RESOURCES LIMITED ANNUAL REPORT 2015For personal use only For personal use only