A N N U A L R E P O R T
20 16
>
BUILDING A
MID-TIER GOLD
COMPANY
TORIAN RE SOURCE S LTD
A BN 7 2 0 0 2 261 5 6 5
A ND CON T R OL L ED EN T I T IE S
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
+
CORPORATE
DIRECTORY
DIRECTORS
Mr. Andrew Sparke
Mr. Matthew Sullivan
Ms. Elissa Hansen
Mr. Glenn Jardine, appointed 24 May 2016
COMPANY SECRETARY
Ms. Elissa Hansen
REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS
104 Colin Street
West Perth WA 6005
Telephone: (08) 6216 0424
Fax: (08) 9322 4130
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) 9262 3723
www.advancedshare.com.au
AUDITORS
RSM Australia Partners
Level 13, 60 Castlereagh Street
Sydney NSW 2000
Telephone: (02) 8226 4500
Facsimile: (02) 8266 4501
www.rsm.global/australia
STOCK EXCHANGE LISTING
Torian Resources Limited’s shares are listed on the Australian
Securities Exchange (ASX code: TNR).
CONTENTS
+
03
06
08
16
18
22
26
27
Letter from the
Chairman
Managing Director’s
Letter
Directors’ Report
Meet The Team
Remuneration Report
Auditor’s Independence
Declaration
CS of Profit/Loss & Other
Comprehensive Income
Consolidated Statement
of Financial Position
28
29
30
61
62
66
68
72
Consolidated Statement
of Changes in Equity
Consolidated Statement
of Cash Flows
Notes to the Financial
Statements
Directors’ Declaration
Independent Auditor’s
Report
Shareholder Information
Summary of Tenements
Mineral Resources
Statement
2
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TORIA N RESOURCES LTD |
A N D R E W S PA R K E
CHAIRMAN’S
LETTER
Torian’s extensive
exploration program
places your company
as one of the most
active gold explorers
on the ASX.
“
Dear Shareholders,
In what has been another
exciting year for your
Company, it gives me great
pleasure to bring you Torian
Resources Annual Report
for 2016.
Torian has transitioned into a highly active gold
explorer with a large and strategic landholding
in the Goldfields Region of Western Australia.
During the year, the acquisition of further projects
was key to Torian’s strategy. The Company
increased its landholding by over 400% which
included eight separate acquisitions. Today your
company has amassed rights to over 500km² of
tenure within 50km of key regional processing
hubs.
In 2016 your company completed 1,319 holes for
a total of 59,345m of drilling. This program tested
a total of twenty-six exploration targets where
the company made four gold discoveries. This
places your company as one of the most active
gold explorers on the ASX. It is the boards belief
that this aggressive exploration strategy has the
potential to unlock significant shareholder value
over time.
Zuleika JV:
The majority of this drilling has been directed
towards Torian’s flagship project, the Zuleika JV,
and for good reason. Over the last few years,
this region has seen unprecedented corporate
activity from major Australian and Chinese
mining companies. This has led to almost
A$1 Billion worth of acquisitions around
our Zuleika project over the last few years.
Importantly,
These companies are chasing the high grade
gold deposits that the Zuleika Shear is known
for.
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.
areas.
Importantly,
During the year, drilling at the company’s
focused on a number of
Zuleika project
key
company’s
the
technical team made discoveries at Target
4, Target 18, Target 19 and Target 16 (Credo
Well). Some of
the exploration highlights
at Zuleika during the year are listed below.
The Credo Well prospect is located approximately
5km North East and along strike of Mt Pleasant
(4Moz). During the year, Torian completed a
successful RC drilling program at Credo Well.
to confirm
The program was designed
and extend high grade mineralisation that
was discovered by previous drilling. The
program consisted of 32 holes for a total of
2,221m. Highlights from the drilling include:
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3
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
• 4m @ 32.51g/t Au from 27m, including;
• 2m @ 57.05g/t Au from 29m;
• 4m @ 6.66g/t Au from 70m, including;
• 2m @ 12.40g/t Au from 70m; and
• 2m @ 15.16g/t Au from 49m.
Torian also made a new discovery in the hanging
wall of the main zone with best the intersection
of 1m @ 68.50g/t Au from 39m. Importantly, the
drill program did not close off the mineralisation
which remains open along strike and down
dip. These results were very encouraging and
confirm Credo Well as a priority target for the
2017 field season.
At Target 18 and 19, Torian drilled 137 RAB holes
for a total of 7,278m. The results from this area
included a new discovery with the best results
including 12m @ 2.44g/t Au from 36m (Target 18)
and 4m @ 1.83g/t Au from 32m (Target 19).
Mt Stirling:
Torian’s high grade Mt Stirling project also
has potential to realise significant shareholder
value. The project is located 40km North West
of Leonora. During the year, Torian drilled
approximately 10,000m at three areas at Mt
Stirling.
One of those area’s, Mt Stirling Well, is an
outcropping high grade, flat lying quartz vein.
Torian completed 5,000m of RC drilling and
3,000m of RAB drilling at this prospect. This
program was largely step out drilling to define
the mineralisation over a larger area. The
drilling demonstrated the area continues to
grow with many high grade results including
2m @ 27.21 g/t Au from 55m including 1m
@ 45.50 g/t Au and 7m @ 10.80 g/t Au from
46m including 1m @ 69.00 g/t Au. Given these
results, the Company is now assessing the
projects viability as a standalone mining
operation.
At Mt Stirling, the company completed 24 RC
holes for a total of 1,251m of drilling. This
drilling successfully defined a mineralised area
over a 280m strike length. The best intersection
at Mt Stirling was 4m @ 12.98 g/t Au from 17m
including 1m @ 22.60 g/t Au.
Importantly, these three drilling programs did
not close off the mineralisation at Mt Stirling
Well or Mt Stirling. This underpins our belief that
these prospects have the potential to be much
larger. The next phase of drilling at Mt Stirling
will include step out drilling at both prospects
to determine how large these mineralised areas
can be. It is our belief that this project will provide
more exciting results over time.
Cascade Takeover:
Another important development during the
year was the announcement of the Takeover
of Cascade Resources Ltd by way of an off-
market takeover offer. This offer is subject to
shareholder approval with the shareholder
meeting to be held on the 10 April 2017.
On completion of the transaction, Torian will:
• Become a significant player in the Goldfields
Region;
• Own 100% of the strategically important
Zuleika project (currently 12.25%);
• Acquire a further four projects including Mt
Keith, Mt Monger, Kanowna South and Five
Mile Hill; and
• Add approximately 30.2km² of tenure to the
Company’s Bardoc project.
This transaction, if completed, will be
transformational for our Company. It will
cement Torian as a significant landholder in
the Goldfields Region, simplify the ownership
structure of all projects and deliver on Torian’s
strategy of further consolidation in this region.
Underlying Torian’s highly 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 role in the discovery of the gold mines of
tomorrow.
As you can see, 2016 has been a defining year
for our business. On behalf of the Board, I
look forward keeping you informed on what we
believe will be another exciting year for your
company.
Yours sincerely,
Andrew Sparke
Non-Executive Chairman
4
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TORIA N RESOURCES LTD |
“
“We believe that our strategy will
ensure that your Company will play
a key role in the discovery of the
gold mines of tomorrow.”
Andrew Sparke
Non-Executive Chairman
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5
TORIA N RESOURCES LTD |
“
// A nnual Re por t - 2016
M AT T H E W S U L L I VA N
MANAGING
DIRECTOR’S
LETTER
One of the
largest and
highly strategic
landholding in
the most prolific
gold region of
Australia.
My fellow shareholders,
It has been another very busy
year for us. We have made
the
great advances with
company on all levels, made
possible by the efforts of a
small number of dedicated
and hardworking people.
The exploration team has been very active with
1,319 holes drilled for a total of 59,345m drilled
over 17 targets.
In addition the team has planned considerable
work for the coming year, based on the knowledge
built up over recent times.
The administration of the company continues in
its usual professional manner, despite an office
move and the associated disruption.
The coming year will be a formative year for
the company with the proposed acquisition of
Cascade Resources Ltd.
My thanks go to our hard working team both on
the exploration and admin teams as well as the
board. I look forward to an amazing 2017.
Matthew Sullivan
6
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TORIA N RESOURCES LTD |
8
INDIV IDUAL
ACQUISITIONS
26
E X PLOR ATION
TA RGE T S
TE S TED
1,319
HOLE S
DRILLED
4
DISCOV ERIE S
M A DE
INCRE A SED
L ANDHOLDING
MORE THAN
400%
OV ER
59,000
ME TRE S DRILLED
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
+
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.
Zuleika Joint Venture
In May 2016, Torian earned its initial 12.25%
interest in the Zuleika JV. Under the terms of
the Joint Venture with Cascade Resources Ltd,
Torian has the right to earn a 49% interest in
the Zuleika JV Project by spending $5 million
over four years. The Company also had the right
to earn an initial interest of 12.25% by spending
$1.25 million in the first year.
By December 2016, the Zuleika JV comprised
125 tenements covering 223 km2. Torian’s
aggressive accretion in the region has
established it as the 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 to acquiring selective packages that
complement its current holding and fit with its
geological model.
Acquisitions of the Bardoc
Project
On 4 April 2016, Torian completed the strategic
acquisition of approximately 8.4km2 of the
Bardoc Project. The Bardoc Project is located
DIRECTORS’
REPORT
The Directors of Torian Resources Limited
submit the financial report of the Company
for the year ended 31 December 2016, which
comprises the results of Torian Resources
Limited and the entities it controlled during the
period.
Review of Operations
Throughout the year, the Directors were
focussed the exploration of projects it has
acquired to date, which are located in the
Goldfields region of Western Australia. They
include:
• Zuleika JV
• Mt Stirling
• Malcolm
• Bardoc
8.
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TORIA N RESOURCES LTD |
Drilling Activities
In the 2016 financial year, Torian made
significant exploration progress, including:
• 59,345m drilled for a total of 1,319 holes;
• Increased landholding by over 400% which
included 8 separate acquisitions;
• 26 exploration targets tested, 4 discoveries
made including:
o Target 4 (Zuleika Project);
o Target 18 (Zuleika Project);
o Target 19 ((Zuleika Project);
o Credo Well (Zuleika Project)
• Extended mineralisation and completed met
test work at Mt Stirling:
o 5,000 RC program completed in CY2016
(Mt Stirling Well);
o 3,000 RAB program completed in CY2016
(Mt Stirling Well);
o 2,000m RC program completed in
CY2016 (Mt Stirling).
Results of the Phase 1 drill program at Targets
4 to 9 at the Zuleika JV were received in March
2017. The results received to date are very
encouraging and warrant further drilling
exploration. Exploration priority for Zuleika
in 2017 is follow up RC drilling at Credo Well
and Phase 1 RAB drilling to test Northern
and Southern extensions of Northern Star’s
Paradigm discovery.
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.
40km north of Kalgoorlie and 16km north of the
3mtpa Paddington processing plant owned by
Zijin Mining Group (HK:2899). Bardoc lies north
and along strike of Excelsior Gold’s (ASX:EXG)
1.4Moz Zoroastrian and Excelsior deposits and
south of Aphrodite Gold’s (ASX:AQQ) 1.3Moz
Aphrodite Project.
Torian has had preliminary discussions with
Cascade Resources Ltd which acquired an
additional 30.2 km2 of the project area. If
combined it would bring the total project size to
38.6km².
Takeover offer of Cascade
Resources Limited
On 10 October 2016, Torian Resources Ltd
(“Torian”) and Cascade Resources Limited
(“Cascade”) announced the signing of a
Takeover Bid Implementation Deed under
which it was proposed that Torian will acquire
all of the issued shares of Cascade by way of a
recommended off-market takeover offer.
Under the offer, Cascade shareholders will
receive one new Torian share for every one
Cascade share held. Based on Torian’s closing
share price of $0.14 on the ASX on 09 March
2017, the Offer values Cascade at approximately
A$4.8 million.
On completion of the Transaction, Torian will:
• Become a significant player in the Goldfields
region;
• Own 100% of the strategically important
Zuleika project (currently 12.25%);
• Acquire a further four projects in the
Goldfields region including the Mt Keith, Mt
Monger, Kanowna South and Five Mile Hill
projects;
• Add to existing tenure at the Company’s
Bardoc project (~30.2km2);
• Simplify the ownership structure of all
projects; and
• Deliver on its strategy of further consolidation
in the Goldfields region of Western Australia.
Following implementation of the offer, Cascade
is expected to become a wholly-owned
subsidiary of Torian.
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> // A nnual Re por t - 2016
TORIA N RESOURCES LTD |
D I R E C T O R ’ S R E P O R T
CONT’D
>
Escrowed Securities
During the year, Torian released 28,622,727 fully
paid ordinary shares from escrow. 27,272,727
of the shares were held under voluntary escrow
as part of the Cascade Resources Limited
transaction. The remaining 1,350,000 shares
were being held for related party project
vendors in part consideration of the Cascade
transaction.
Finance and Corporate
In June 2016, Torian successfully completed
a $3.5m share placement to professional and
sophisticated investors. The placement showed
great demand and was oversubscribed. The
funds were used to accelerate the Company’s
duel track growth strategy; to increase
exploration and development within the
Goldfields region of Western Australia.
Principal Activities
The principal activities of the Group during the
course of the financial year were the exploration
and evaluation of mineral interests. There were
no significant changes in the nature of those
activities during the financial year.
Results of Operations
The consolidated loss for the Group for the
financial year ended 31 December 2016 is
$1,752,251 (2015: $1,377,595).
Dividends
No dividends were paid or declared by the
Group since the end of the previous financial
year and the Directors do not recommend
dividends be paid for the year ended 31
December 2016.
Significant Changes in the
State of Affairs
There were no significant changes to the
Group’s state of affairs.
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.
Matters Subsequent to Year
End
Drilling Results - Credo Well
In February 2017, the Group received results for
32 holes drilled at Credo Well, the highlights of
which is as follows:
• 4m @ 32.51g/t Au from 27m, including;
o 2m @ 57.05g/t Au from 29m;
• 4m @ 6.66g/t Au from 70m, including;
o 2m @ 12.40g/t Au from 70m;
o 2m @ 15.16g/t Au from 49m;
10
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TORIA N RESOURCES LTD |
Information on Directors
Mr. Andrew Sparke B.Bus (Marketing), M.Fin
(Current), GAICD
Non-executive Chairman
Appointed: 6 June 2014
Andrew Sparke has 14 years Corporate
Finance experience that includes IPO’s,
private placements and secondary market
transactions. He has advised a number of
ASX listed companies on capital raisings and
corporate transactions.
Andrew is a director of a number of public and
private companies including Olive Capital Pty
Ltd.
Mr. Matthew Sullivan B. App. Sc (Applied
Geology), AusIMM
Managing Director
Appointed: 6 June 2014
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), St
Patricks (400Koz’s) and in the Leonora region
(500Koz’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.
Ms. Elissa Hansen B.Com, ACSA, GAICD
Non-executive Director, Company Secretary
Appointed: 9 December 2015
Elissa Hansen is a Chartered Secretary with
over 15 years’ experience advising management
and boards of ASX listed companies on
corporate governance, compliance, investor
relations and other corporate issues.
• New discovery made in the hanging wall of
the main zone. Best intersection includes:
o 1m @ 68.50g/t Au from 39m
• Historic intersections from Credo Well
include:
o 3m @ 16.46g/t Au from 54m (main vein);
o 1m @ 58.80g/t Au from 1m (main vein);
o 5m @7.42g/t Au from 39 (hanging wall
vein);
o 8m @10.47g/t Au from 61m (main vein);
• Credo Well to become a priority target for the
2017 field season.
Drilling Results – Zuleika JV
In March 2017, the Group received very
encouraging results from phase 1 of a 4 phase
drilling program at the Zuleika JV project.
Highlights include:
• Zuleika Phase 1 drill program: 7,277.9m drill
program of 137 holes at Targets 18 and 19;
o Target 18 contains results of up to 12m
at 2.44g/t Au from 36m;
o Target 19 contains results of up to 4m @
1.83g/t Au from 32m;
• Phase 1 drill program at Target 20 (Paradigm
Extensions) and 21 to begin in April 2017; and
• Torian Directors believe that Zuleika JV
drilling results more than validate Cascade
merger.
No other significant subsequent event has
arisen that significantly affects 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:
Mr Andrew Sparke
Mr Matthew Sullivan
Ms Elissa Hansen
Mr Glenn Jardine (Appointed 24 May 2016)
COMPANY SECRETARY
Ms. Elissa Hansen
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// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
D I R E C T O R ’ S R E P O R T
CONT’D
Meetings of Directors
The number of meetings of the Company’s
Board of Directors and of each board committee
held during the financial year ended 31
December 2016 and the number of meetings
attended by each Director were:
Director
Held whilst in
office
Attended
Andrew Sparke
Matthew Sullivan
Elissa Hansen
Glenn Jardine
8
8
8
6
7
7
8
6
Directors’ Interests
Information on the Directors’ and their
associates’ interests in shares and options
of the Company at 31 December 2016 can be
found in the Remuneration Report on page 18.
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 2016 on the exercise of
options.
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).
Mr. Glenn Jardine B.Eng (Mining Engineering),
GAICD
Non-executive Director
Appointed: 24 May 2016
Glenn Jardine is a Mining Executive with over
25 years’ experience in project development,
operations & corporate activities. Glenn was
previously CEO of Kimberley Metals Group
Pty Ltd, Managing Director of Southern Cross
Goldfields Limited and Managing Director of
LionOre Australia Pty Ltd.
12.
12
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+ Director
Held whilst in
Attended
Andrew Sparke
Matthew Sullivan
Elissa Hansen
Glenn Jardine
office
8
8
8
6
7
7
8
6
TORIA N RESOURCES LTD |
Environmental Regulations
The indemnity does not extend to any liability:
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.
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 on
anybody corporate; and
b) for legal costs incurred in defending an
action in connection with or as a consequence
of the Director or officer acting in the capacity.
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.
• 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 but is available on the website www.
torianresources.com.au/corporate-governance
in accordance with the ASX Listing Rule 4.10.3.
>
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// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
D I R E C T O R ’ S R E P O R T
CONT’D
Declaration by Director
Before it approved the Company’s 2016 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 under s.307 of the
Corporations Act 2001, which is set out on page
15. The external auditor did not provide any
non-audit services to the Company during the
year ended 31 December 2016.
Signed in accordance with a resolution of the
Board of Directors, made pursuant to s.298(2)
of the Corporations Act 2001.
Andrew Sparke
Non-executive Chairman
Sydney, 31 March 2017
14
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+ TORIA N RESOURCES LTD |
TORIA N RESOURCES LTD |
“
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.
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15
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
M E E T
THE TEAM
>
Information on Directors
Mr. Andrew Sparke
B.Bus (Marketing), M.Fin (Current), GAICD
Non-executive Chairman
Appointed: 6 June 2014
( Top left Photo)
Andrew Sparke has 14 years Corporate
Finance experience that includes IPO’s,
private placements and secondary market
transactions. He has advised a number of
ASX listed companies on capital raisings and
corporate transactions.
Andrew is a director of a number of public and
private companies including Olive Capital Pty
Ltd.
Ms. Elissa Hansen
B.Com, ACSA, GAICD
Non-executive Director, Company Secretary
Appointed: 9 December 2015
(Bottom Left Photo)
Elissa Hansen is a Chartered Secretary with
over 15 years’ experience advising management
and boards of ASX listed companies on
corporate governance, compliance, investor
relations 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).
16
Page //
Mr. Matthew Sullivan
B. App. Sc (Applied Geology), AusIMM
Managing Director
Appointed: 6 June 2014
(Top Right Photo)
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), St
Patricks (400Koz’s) and in the Leonora region
(500Koz’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.
Mr. Glenn Jardine
B.Eng (Mining Engineering), GAICD
Non-executive Director
Appointed: 24 May 2016
(Bottom Right Photo)
Glenn Jardine is a Mining Executive with over
25 years’ experience in project development,
operations & corporate activities. Glenn was
previously CEO of Kimberley Metals Group
Pty Ltd, Managing Director of Southern Cross
Goldfields Limited and Managing Director of
LionOre Australia Pty Ltd.
+
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
REMUNERATION
REPORT
+
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.
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 2001.
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).
18.
18
Page //
TORIA N RESOURCES LTD |
Non-monetary
Benefits
$
Other employee
entitlements
$
-
-
-
-
-
-
-
-
-
-
Total
$
120,000
120,000
48,000
24,000
271,000
Directors
Names and positions held of key management
personnel in office at any time during the
financial year are:
Mr. Andrew Sparke
Non-executive Chairman
Mr. Matthew Sullivan
Managing Director
Ms. Elissa Hansen
Non-executive Director and Company Secretary
Mr. Glenn Jardine
Non-executive Director
Key Management Personnel
Compensation
2016
Salary &
Directors fees
$
Andrew Sparke
Matthew Sullivan
Elissa Hansen
Glenn Jardine
Total Compensation
120,0001
120,0002
48,0003
24,0004
271,000
Bonus
$
-
-
-
-
-
1 Fees incurred for services provided as per the consultancy
agreement between the Company and Mr Sparke. Fees paid
in the year were $100,000 and $20,000 remains unpaid at 31
December 2016.
2 Fees incurred for services provided as per the consultancy
agreement between the Company and Mr Sullivan. Fees
paid in the year were $70,000 and $50,000 remains unpaid
at 31 December 2016.
3 Fees incurred for services provided as per the consultancy
agreement between the Company and Ms Hansen. Fees
paid in the year were $44,000 and $4,000 remains unpaid at
31 December 2016.
4 Fees incurred for services provided as per the consultancy
agreement between the Company and Mr Jardine. Fees paid
in the year were $18,000 and $6,000 remains unpaid at 31
December 2016.
Page //
19
>
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
R E M U N E R AT I O N R E P O R T
CONT’D
2015
Salary &
Directors fees
$
Nathan Taylor
Sunil Dhupelia
Jason Hou
Ian Johns
Andrew Sparke
Matthew Sullivan
Elissa Hansen
Total Compensation
50,000
-
13,548
13,710
105,0001
105,0002
4,000
291,258
Bonus
$
-
-
-
-
-
-
-
-
Non-monetary
Benefits
$
Other employee
entitlements
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
>
Total
$
50,000
-
13,548
13,710
105,000
105,000
4,000
291,258
1 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.
2 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.
Shares Held by Key Management
Personnel and Their Associates
Balance
1 Jan 2016
In Specie
Reduction
In Special Capital
Distribution
Disposals
Balance
31 Dec 2016
Andrew Sparke
27,272,727
(27,272,727)
Matthew Sullivan
28,622,727
(27,272,727)
Elissa Hansen
Glenn Jardine
Total
-
-
-
-
3,613,696
3,634,172
-
(80,000)
-
-
-
-
3,613,696
4,904,172
-
-
55,895,454
(54,545,454)
7,247,868
(80,000)
8,517,868
Shares held by Messrs Sparke and Sullivan at 1 January
2016 include 27,272,727 Torian shares held by Cascade
Resources. These shares have been disclosed as indirectly
held by the directors due to the Key Management Personnel
(KMP) relationship with Cascade. These shares were not
beneficially held by Messrs Sparke or Sullivan, who hold
a minority interest in Cascade. In December 2016, Torian
shares held by Cascade were distributed in specie to
Cascade shareholders as part of a capital reduction.
20
Page //
Consultancy Agreements
Andrew Sparke - 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.
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.
Elissa Hansen – Director/Secretary
• Agreement commenced on 9 December 2015;
• Consultancy fee of $4,000 per month;
• Agreement is terminated upon cessation of
directorship/employment with the Company;
• No performance based remuneration
incentive has been included.
Glenn Jardine - Director
• Agreement commenced on 24 may 2016;
• Consultancy fee of $3,000 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.
TORIA N RESOURCES LTD |
In June
2016, Torian
successfully
completed a
$3.5m share
placement to
professional and
sophisticated
investors.
Page //
21
“ // A nnual Re por t - 2016
TORIA N RESOURCES LTD |
22
Page //
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Torian Resources Limited for the year ended 31 December
2016, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
G N Sherwood
Partner
Sydney, NSW
Dated: 31 March 2017
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Torian Resources Limited for the year ended 31 December
2016, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
G N Sherwood
Partner
Sydney, NSW
Dated: 31 March 2017
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
“
“Post transaction,
Torian will become a
significant landholder
in the Goldfields
Region.”
Matthew Sullivan
Managing Director
24
Page //
F I N A N C I A L R E P O R T
2016
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
PROFIT
AND LOSS
Consolidated Statement of Profit or Loss and other
Comprehensive Income for Year Ended 31 December 2016
+
Note
2016/$
2015/$
-
-
2
3
3
5
4
7
106,073
(6,509)
-
(486,042)
(403,282)
(2,317)
(179,075)
(764,458)
(16,641)
151,720
(8,647)
(14,534)
(184,012)
(603,682)
(8,187)
(149,126)
(541,652)
(19,476)
(1,752,251)
(1,377,595)
-
-
(1,752,251)
(1,377,595)
-
-
(1,752,251)
(1,377,595)
(2.04)
(2.63)
Sales revenue
Other revenue
Depreciation and amortisation expense
Impairment expense
Employee benefits expense
Due diligence and professional services
Finance costs
Exploration expenditure
Administration
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)
These financial statements should be read in
conjunction with the accompanying notes.
26
Page //
TORIA N RESOURCES LTD |
FINANCIAL
POSITION
Consolidated Statement of Financial
Position as at 31 December 2016
Note
2016/$
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
EQUITY
Issued capital
Accumulated losses
TOTAL EQUITY
8
9
11
13
14
15
16
17
1,037,422
247,303
1,284,725
228,205
14,898
10,188,487
10,431,590
11,716,315
755,662
281,128
1,036,790
1,036,790
1,542,011
241,293
1,783,304
1,429
7,053
7,682,700
7,691,182
9,474,486
861,382
385,962
1,247,344
1,247,344
10,679,525
8,227,142
70,214,457
(59,534,932)
10,679,525
66,009,823
(57,782,681)
8,227,142
Page //
27
+
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
EQUITY
>
Consolidated Statement of Changes in Equity for Year Ended 31
December 2016
Note
Shares
on Issue
$
Accumulated
Losses
$
Options
Reserve
$
Total
$
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
-
-
-
(1,377,595)
-
(1,377,595)
Shares issued during the period
10,284,042
-
-
-
-
-
Options expired
-
1,214,150
(1,214,150)
Balance at 31 December 2015
66,009,823
(57,782,681)
Balance at 1 January 2016
66,009,823
(57,782,681)
Loss for the period
Other comprehensive income for the period
Total comprehensive income for the period
-
-
-
(1,752,251)
-
(1,752,251)
Shares issued during the period net of costs
17
4,204,634
-
Balance at 31 December 2016
70,214,457
(59,534,932)
-
-
-
-
-
-
-
(1,377,595)
-
(1,377,595)
10,284,042
-
8,227,142
8,227,142
(1,752,251)
-
(1,752,251)
4,204,634
10,679,525
28.
These financial statements should be read in
conjunction with the accompanying notes.
28
Page //
TORIA N RESOURCES LTD |
CASH FLOW
Consolidated Statement of Financial
Position as at 31 December 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Finance charges
Payments for exploration
Interest received
Note
2016/$
2015/$
(1,315,274)
(2,317)
(2,232,195)
6,073
(1,060,099)
(2,187)
(1,018,511)
18,701
Net cash used in operating activities
19
(3,543,713)
(2,062,096)
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
Investment in share of listed entity
Deposits refunded by government bodies
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares, net of raising costs
Loan proceeds received
Repayment of related party loan
Net cash provided by financing activities
Net (decrease)/increase in cash held
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
(14,354)
-
(6,033)
(212,476)
100,000
(132,863)
3,276,821
-
(104,834)
3,171,987
(504,589)
1,542,011
1,037,422
(7,593)
30,000
(313,300)
-
10,000
(280,893)
3,573,431
282,628
(20,000)
3,836,059
1,493,070
48,941
1,542,011
Page //
29
>
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
NOTE /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 2017 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 2016 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 2016 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
30
Page //
TORIA N RESOURCES LTD |
been included (excluded) from the date control
was obtained (ceased).
and realisation of assets and settlement of
liabilities in the normal course of business.
The directors have reviewed the Group’s overall
position and outlook in respect of the matters
identified above and are of the opinion that the
use of the going concern basis is appropriate in
the circumstances for the following reasons:
• The Group has called for a General Meeting
to be held on 10 April 2017 where amongst
other things, it has put forward a resolution
to acquire all of the remaining interest in
Cascade Resources. Under the Offer, Cascade
shareholders will receive one Torian share for
every Cascade share held through the issue of
50,870,133 shares;
• In addition to the equity referred to above,
the Group has also proposed a resolution to
approve the issue of up to 25,000,000 shares
at an issue price of not less than 80% of the
5 day VWAP. Based on the current share
price of approximately $0.15c that will result
in additional equity of $3,000,000;
• The Group has cash resources of $1,037,422
as at 31 December 2016;
• The Group has net assets of $10,679,525 and
net current assets of $247,935;
• The Group has the ability to dispose some of
its assets as and when required; and
• The Group has the ability to scale back its
exploration activities should funding not be
available continue exploration at its current
levels.
The report does not include any adjustment
relating to the recoverability and classification
of asset carrying amounts or the amounts of
liabilities that might result should the entity be
unable to continue as a going concern and meet
its debts as and when they become payable.
All inter-company balances and transactions
between entities in the Group, including
any unrealised profits or losses, have been
eliminated on consolidation. Accounting policies
of subsidiaries have been changed where
necessary to ensure consistencies with those
policies applied by the 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. 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
2016, the Group incurred a net loss after tax of
$1,752,251 and utilised cash from operating and
investing activities of $3,543,713 and $132,863
respectively.
The ability of the consolidated entity to continue
as a going concern and realise its’ Mining
Interests and other assets is dependent on a
number of factors, the most significant of which
is the continuation and availability of funding
to continue operations and development of the
Mining Interests. These conditions indicate
material uncertainties that may cast significant
doubt about the consolidated entity’s ability to
continue as a going concern. The consolidated
financial statements have been prepared on
a going concern basis, which assumes the
continuation of normal trading activities and
Page //
31
> // A nnual Re por t - 2016
TORIA N RESOURCES LTD |
d. 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
Deprication 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.
N O T E / 1
CONT’D
c. Taxes
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.
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.
32
Page //
> Class of Fixed Asset
Deprication Rate
Office equipment and furniture
Plant and equipment
25%
25%
TORIA N RESOURCES LTD |
.33
Page //
33
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
N O T E / 1
CONT’D
Summary of Significant
Accounting Policies (CONT.)
e. 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.
Carrying value
The licences held in respect of the Group’s
exploration operations comprise a large
number of licenses across a large geographic
area. There are however only eight projects that
the Group is currently exploring and developing.
Management has applied their judgement and
determined that all of these license are to be
treated as eight separate and distinct areas
for the purposes of considering ‘abandoned
areas’ or impairment. The costs of acquiring
the licenses as well as all subsequent costs
have been ascribed to these eight projects,
and consequently, there are no impairment
expenses for expired licenses in unexplored
areas outside these eight projects.
f. 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.
34
Page //
+ g. 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.
h. Financial Instruments
(Recognition, initial measurement and
derecognition)
Financial assets and financial liabilities are
recognised when the Group becomes a party
to the contractual provisions of the financial
instrument, and are measured initially at fair
value adjusted by transactions costs, except
for those carried at fair value through profit or
loss, which are measured initially at fair value.
Subsequent measurement of financial assets
and financial liabilities are described below.
Financial assets are derecognised when the
contractual rights to the cash flows from the
financial asset expire, or when the financial
asset and all substantial risks and rewards are
transferred. A financial liability is derecognised
when it is extinguished, discharged, cancelled
or expires.
Classification and subsequent measurement of
financial assets
For the purpose of subsequent measurement,
financial assets other than those designated
and effective as hedging instruments are
classified into the following categories upon
initial recognition:
• loans and receivables
• financial assets at Fair Value Through Profit
or Loss (FVTPL)
• Held-To-Maturity (HTM) investments
• Available-For-Sale (AFS) financial assets
All financial assets except for those at FVTPL
are subject to review for impairment at least at
each reporting date to identify whether there is
any objective evidence that a financial asset or
TORIA N RESOURCES LTD |
a group of financial assets is impaired. Different
criteria to determine impairment are applied
for each category of financial assets, which are
described below.
All income and expenses relating to financial
assets that are recognised in profit or loss are
presented within finance costs, finance income
or other financial items, except for impairment
of trade receivables which is presented within
other expenses.
AFS financial assets
AFS financial assets are non-derivative
financial assets that are either designated to
this category or do not qualify for inclusion in
any of the other categories of financial assets.
The Group’s AFS financial assets include listed
securities and debentures.
AFS financial assets are measured at fair
value. Gains and losses are recognised in other
comprehensive income and reported within the
AFS reserve within equity, except for impairment
losses and foreign exchange differences on
monetary assets, which are recognised in
profit or loss. When the asset is disposed of or
is determined to be impaired the cumulative
gain or loss recognised in other comprehensive
income is reclassified from the equity reserve to
profit or loss and presented as a reclassification
adjustment within other comprehensive income.
Interest calculated using the effective interest
method and dividends are recognised in profit
or loss within ‘finance income’.
Reversals of impairment losses for AFS debt
securities are recognised in profit or loss if
the reversal can be objectively related to an
event occurring after the impairment loss
was recognised. For AFS equity investments
impairment reversals are not recognised in
profit loss and any subsequent increase in fair
value is recognised in other comprehensive
income.
>
Page //
35
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
N O T E / 1
CONT’D
Summary of Significant
Accounting Policies (CONT.)
i. 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.
j. 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
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.
k. Cash and Cash Equivalents
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.
l. Trade and Other Payables
Liabilities for creditors and other amounts are
carried at amortised cost, which is the present
value of the consideration to be paid in the
future for goods and services received, whether
or not billed to the Company. The carrying
period is dictated by market conditions but is
generally less than 30 days.
m. 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.
36
Page //
> 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
Dividends received from associates and joint
venture entities are accounted for in accordance
with the equity method of accounting.
n. 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 the
period in which they are incurred.
o. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised
net of the amount of GST, except where the
amount of GST incurred is not recoverable
from the Australian Tax Office. In these
circumstances the GST is recognised as part
of the cost of acquisition of the asset or as part
of an item of the 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.
p. Earnings Per Share
Basic earnings per share is calculated by
dividing the profit or loss attributable to the
TORIA N RESOURCES LTD |
owners of the Group excluding any costs of
servicing equity other than ordinary shares,
by the weighted average number of ordinary
shares outstanding during the financial year.
Diluted earnings per share adjusts the figures
used in the determination of basic earnings
per share to take into account the after income
tax effect of interest and other financial costs
associated with dilutive potential ordinary
shares and the weighted average number of
shares assumed to have been issued for no
consideration in relation to the dilutive potential
ordinary shares.
q. 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 — Doubtful Debts Provision
As a result of no trading throughout the period,
Torian Resources Limited has no questionable
receivables. >
Page //
37
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
N O T E / 1
CONT’D
Summary of Significant
Accounting Policies (CONT.)
r. New and Revised Accounting Standards
At the date of authorisation of the financial
statements the following new standards and
interpretations have been applied where
applicable:
• AASB 14 Regulatory Deferral Accounts
• AASB 2014-1 Amendments to Australian
Accounting Standards (Part D: Consequential
Amendments arising from AASB 14
Regulatory Deferral Accounts)
• AASB 2014-3 Amendments to Australian
Accounting Standards – Accounting for
Acquisitions of Interests in Joint Operations
• AASB 2014-4 Amendments to Australian
Accounting Standards – Clarification of
Acceptable Methods of Depreciation and
Amortisation
• AASB 2014-6 Amendments to Australian
Accounting Standards – Agriculture: Bearer
Plants
• AASB 2014-9 Amendments to Australian
Accounting Standards – Equity Method in
Separate Financial Statements
• AASB 2015-1 Amendments to Australian
Accounting Standards – Annual Improvements
to Australian Accounting Standards 2012–
2014 Cycle
• AASB 2015-2 Amendments to Australian 7
Accounting Standards – Disclosure Initiative:
Amendments to AASB 101
38
Page //
• AASB 2015-3 Amendments to Australian
Accounting Standards arising from the
Withdrawal of AASB 1031 Materiality
• AASB 2015-4 Amendments to Australian
Accounting Standards – Financial Reporting
Requirements for Australian Groups with a
Foreign Parent
• AASB 2015-5 Amendments to Australian
Accounting Standards – Investment Entities:
Applying the Consolidation Exception
• AASB 2015-6 Amendments to Australian
Accounting Standards – Extending Related
Party Disclosures to Not-for-Profit Public
Sector Entities
• AASB 2015-7 Amendments to Australian
Accounting Standards – Fair Value
Disclosures of Not-for-Profit Public Sector
Entities
• AASB 2015-9 Amendments to Australian
Accounting Standards – Scope and Application
Paragraphs
• AASB 2015-10 Amendments to Australian
Accounting Standards – Effective Date of
Amendments to AASB 10 and AASB 128
• AASB 1056 Superannuation Entities
• AASB 1057 Application of Australian
Accounting Standards
s. New and Revised Accounting Standards
At the date of authorisation of the financial
statements the following new standards and
interpretations have been applied where
applicable:
>
+
TORIA N RESOURCES LTD |
Standard / Interpretation
Effective for annual
reporting periods
beginning
on or after
Expected to be
initially applied in
the financial year
ending
AASB 9 ‘Financial Instruments’ (December 2014)
1 January 2018
31 December 2018
AASB 15 Revenue from Contracts with Customers
1 January 2018
31 December 2018
AASB 16 Leases
1 January 2019
31 December 2019
AASB 1056 Superannuation Entities
1 July 2016
31 December 2017
AASB 2014-5 Amendments to Australian Accounting Standards
arising from AASB 15
1 January 2018
31 December 2018
AASB 2014-7 Amendments to Australian Accounting Standards
arising from AASB 9 (December 2014)
AASB 2014-10 Amendments to Australian Accounting Standards
– Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture
AASB 2015-6 Amendments to Australian Accounting Standards
– Extending Related Party Disclosures to Not-for-Profit Public
Sector Entities
AASB 2015-7 Amendments to Australian Accounting Standards –
Fair Value Disclosures of Not-for-Profit Public Sector Entities
1 January 2018
31 December 2018
1 January 2018
31 December 2018
1 July 2016
31 December 2017
1 July 2016
31 December 2017
AASB 2015-8 Amendments to Australian Accounting Standards –
Effective Date of AASB 15
1 January 2017
31 December 2017
AASB 2016-1 Amendments to Australian Accounting Standards –
Recognition of Deferred Tax Assets for Unrealised Losses.
1 January 2017
31 December 2017
AASB 2016-2 Amendments to Australian Accounting Standards –
Disclosure Initiative: Amendments to AASB 107
1 January 2017
31 December 2017
AASB 2016-03 Amendments to Australian Accounting Standards
– Clarifications to AASB 15
AASB 2016-4 Amendments to Australian Accounting Standards –
Recoverable Amount of Non-CashGenerating Specialised Assets
of Not-for-Profit Entities
AASB 2016-5 Amendments to Australian Accounting Standards
– Classification and Measurement of Share-based Payment
Transactions
Clarifications to IFRS 15 Revenue from Contracts with Custom-
ers
1 January 2018
31 December 2018
1 January 2017
31 December 2017
1 January 2018
31 December 2018
1 January 2018
31 December 2018
Page //
39
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
NOTE 2/3/4
2016 /$
2015 /$
NOTE 2: REVENUE
Other revenue:
— Interest received
— Profit on disposal of non-current assets
— Other revenue
6,073
-
-
— Reversal of prior period impairment
100,000
18,701
90,909
42,110
-
Total other income
106,073
172,574
NOTE 3: RESULTS FOR THE YEAR
Expenses:
Impairment
Depreciation of plant and equipment
-
6,509
14,534
8,647
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:
-
-
-
-
-
-
(525,675)
(413,278)
— Other non-allowable items
16,254
21,146
Subtotal
(509,421)
(392,132)
Less tax effect of:
— Items not assessable for taxation
30,000
(12,633)
— Items deductible for taxation but not
accounting
(695,429)
(295,547)
Deferred tax assets not brought to account:
1,234,850
700,312
Income tax expense
-
-
NOTE 4: (CONT.)
The Group has carry forward
tax losses, calculated according
to Australian income tax
legislation of $41,713,671
(2015: $36,670,080), which
will be deductible from future
assessable income provided that
income is derived, and:
a) The Company and its
controlled entities carry on
prescribed mining operations
as defined in the income Tax
Assessment Act, as appropriate;
or
b) The Company and its
controlled entities carry on
a business of, or a business
that includes exploration or
prospecting in Australia, for
the purpose of discovering
or extracting minerals, as
appropriate; and
c) No change in tax legislation
adversely affects the Company
and its controlled entities in
realising the benefit from the
deduction for the losses.
The benefit of these losses will
only be recognised where it is
probable that future taxable profit
will be available against which
the benefits of the deferred tax
asset can be utilised.
>
40
Page //
TORIA N RESOURCES LTD |
NOTE 5/6
2016 /$
2015 /$
NOTE 5: EMPLOYEE BENEFITS
EXPENSE
Employee benefits incurred during the year:
— Salaries and wages
— Superannuation
Total
446,887
175,664
39,155
8,348
486,042
184,012
NOTE 6: AUDITOR REMUNERATION
Remuneration of the auditor of the Group
for:
— auditing or reviewing the financial report
Total
28,000
28,000
46,000
46,000
.41
Page //
41
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
NOTE 7/8/9
NOTE 7: EARNINGS PER SHARE
2016 /$
2015 /$
a. Reconciliation of earnings:
Loss
(1,752,251)
(1,377,595)
No.
No.
85,834,312
52,281,915*
Cents
(2.04)
(2.04)
Cents
(2.04)
(2.04)
b. Weighted average number of ordinary
shares outstanding during the year used in
calculating EPS
c. Basic EPS
d. Diluted EPS
*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
1,037,422
1,542,011
1,037,422
1,542,011
NOTE 9: TRADE AND OTHER
RECEIVABLES
CURRENT
Trade and other receivables from third parties:
— Trade receivables
— Other receivables
Total Current Assets
53,590
193,713
18,458
222,835
247,303
241,293
>
42
Page //
N O T E / 9
CONT’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.
TORIA N RESOURCES LTD |
.43
Page //
43
> // A nnual Re por t - 2016
TORIA N RESOURCES LTD |
NOTE /10
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
Total Current Assets
2016 /$
2015 /$
-
-
-
-
-
-
-
-
792,910
(301,045)
(491,865)
-
-
-
-
-
NOTE 10: (CONT.)
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.
>
44
Page //
TORIA N RESOURCES LTD |
+
NOTE /11
Financial Assets
2016 /$
2015 /$
Available-for-sale financial assets
Total
228,205
228,205
1,429
1,429
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 2016 Using:
Quoted Prices in Active
Markets for Identical
Assets
$
(Level 1)
Significant Observable
Inputs
$
Significant
Unobservable Inputs
$
(Level 2)
(Level 3)
Investment in shares of unlisted corporation
Cascade Resources Limited
Elsmore Resources Limited
-
-
-
-
226,776
1,429
Page //
45
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
NOTE /12
Controlled Entities Consolidated
Country of
Incorporation
Percentage
Owned (%)*
PARENT ENTITY:
Torian Resources Limited
SUBSIDIARIES OF TORIAN RESOURCES LIMITED
Cluff Minerals (Aust) Pty Limited
NSW Gold Pty Ltd
Who Are They Pty Ltd
Australia
Australia
Australia
Australia
2016
-
100
100
100
2015
-
100
100
100
* Percentage of voting power is in proportion to ownership
46.
46
Page //
+ TORIA N RESOURCES LTD |
>
NOTE /13
Plant And Equipment
2016 /$
2015 /$
19,147
(4,249)
14,898
2,800
(2,800)
-
14,898
38,631
(31,578)
7,053
11,899
(11,899)
-
7,053
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 2015
Acquisition in the year
Depreciation expense
Balance at 31 December 2015
Acquisitions in the year
Depreciation expense
Balance at 31 December 2016
Office Equipment
$
Plant and Equipment
$
5,586
7,594
(6,127)
7,053
11,554
(3,709)
14,898
2,520
-
(2,520)
-
2,800
(2,800)
-
Total
$
8,106
7,594
(8,647)
7,053
14,354
(6,509)
14,898
Page //
47
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
NOTE 14/15/16
2016 /$
2015 /$
NOTE 14: EXPLORATION AND
EVALUATION EXPENDITURE
Exploration expenditure capitalised
10,188,487
7,682,700
Provision for impairment
Total
-
-
10,188,487
7,682,700
Balance at beginning of financial year
7,682,700
14,534
Balance at beginning of financial year
2,505,787
7,682,700
Impairment recognised during the financial year
-
(14,534)
Balance at end of financial year
10,188,487
7,682,700
NOTE 15: TRADE AND OTHER
PAYABLES
CURRENT
Accounts payable
Employee benefits payable
Directors’ accruals
Other payables
Total
NOTE 16: BORROWINGS
CURRENT
Loans from external parties
Loans from related parties (i) (Note 20)
Total
655,257
3,423
93,800
3,182
518,574
13,574
289,117
40,117
755,662
861,382
-
281,128
281,128
103,334
282,628
385,962
(i) This loan is at call, unsecured and is non-interest bearing.
48
Page //
>
TORIA N RESOURCES LTD |
NOTE /17
2016
2016
No Of Shares
$
No Of Shares
$
Ordinary shares
Fully Paid
At the beginning of reporting period
74,295,492
66,009,823
500,332,464
55,725,782
Share consolidation (1:33)
-
-
(485,174,115)
Shares issued during the year
18,918,920
3,500,000
Shares issued to acquire capital assets
Shares issued in payment for services
Cost of raising capital
At reporting date
1,786,435
2,528,004
-
367,076
560,737
(223,179)
25,414,416
33,722,727
-
-
97,528,851
70,214,457
74,295,492
-
4,329,983
6,407,318
-
(453,260)
66,009,823
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.
.49
Page //
49
> // A nnual Re por t - 2016
TORIA N RESOURCES LTD |
NOTE 18/19
2016 /$
2015 /$
NOTE 18: RESERVES
Options reserve
Total reserves
The options reserve records the fair value of options on issue.
Options expired during the year
Balance at end of financial year
Balance at end of financial year
-
-
-
-
-
-
-
1,214,150
(1,214,150)
-
NOTE 19: 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
Bad debts written off
Reversal of provision
Non-cash expenses
Changes in current assets and liabilities:
(Increase)/decrease in trade and other
receivables
Increase/(decrease) in accounts payable and
accruals
(1,752,251)
(1,377,595)
6,509
-
16,641
-
-
8,647
14,534
-
(32,110)
45,000
(22,651)
(175,424)
166,880
364,236
Reallocation of investing cash flows
-
(40,000)
(Increase)/decrease in exploration assets
(1,958,841)
(869,384)
Net cash used in operating activities
(3,543,713)
(2,062,096)
50
Page //
>
NOTE /20
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:
Market Capital Pty Ltd (director fees)
Jemda Pty Ltd (director fees)
Olive Capital Pty Ltd (director fees)
Jardine Mining Pty Ltd (director fees)
Ms. Elissa Hansen is a director of Market Capital Pty Ltd trading
as CoSec Services, 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.
Mr Glenn Jardine is a director of Jardine Mining 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.
TORIA N RESOURCES LTD |
+
2016 /$
2015 /$
48,000
120,000
120,000
24,000
4,000
105,000
105,000
-
Page //
51
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
N O T E / 2 0
CONT’D
Related Party
Disclosures (CONT.)
2016 /$
2015 /$
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:
Loans from related parties:
Olive Capital Pty Ltd
Cascade Resources
Limited
-
1,500
281,128
281,128
Mr Andrew Sparke
Mr Matthew Sullivan
Ms Elissa Hansen
Mr Glenn Jardine, appointed 24 May 2015
Shares Held by Key Management
Personnel and Their Associates
Balance
1 Jan 2016
In Specie
Reduction
In Special
Capital
Distribution
Disposals
Balance
31 Dec 2016
Andrew Sparke
Matthew Sullivan
Elissa Hansen
Glenn Jardine
Total
27,272,727
28,622,727
(27,272,727)
(27,272,727)
3,613,696
3,634,172
-
-
-
-
-
-
-
(80,000)
-
-
3,613,696
4,904,172
-
-
55,895,454
(54,545,454)
7,247,868
(80,000)
8,517,868
Shares held by Messrs Sparke and Sullivan
at 1 January 2016 include 27,272,727 Torian
shares held by Cascade Resources. These
shares have been disclosed as indirectly held
by the directors due to the Key Management
Personnel (KMP) relationship with Cascade.
These shares were not beneficially held by
Messrs Sparke or Sullivan, who hold a minority
interest in Cascade.
In December 2016, Torian shares held by
Cascade were distributed in specie to Cascade
shareholders as part of a capital reduction.
52
Page //
> TORIA N RESOURCES LTD |
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 and
directors
fees
$
120,0001
120,0002
48,0003
24,0004
271,000
2016
Andrew Sparke
Matthew Sullivan
Elissa Hansen
Glenn Jardine
Total Compensation
Bonus
Non-monetary
benefits
Other
employee
entitlements
$
-
-
-
-
-
Total
$
120,000
120,000
48,000
24,000
271,000
$
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
-
-
-
1 Fees incurred for services provided as per the consultancy
agreement between the Company and Mr Sparke. Fees paid
in the year were $100,000 and $20,000 remains unpaid at 31
December 2016.
2 Fees incurred for services provided as per the consultancy
agreement between the Company and Mr Sullivan. Fees
paid in the year were $70,000 and $50,000 remains unpaid
at 31 December 2016.
2015
Nathan Taylor
Jason Hou
Ian Johns
Andrew Sparke
Matthew Sullivan
Elissa Hansen
Total Compensation
50,000
13,548
13,710
105,000
105,000
4,000
291,258
3 Fees incurred for services provided as per the consultancy
agreement between the Company and Ms Hansen. Fees
paid in the year were $44,000 and $4,000 remains unpaid at
31 December 2016.
4 Fees incurred for services provided as per the consultancy
agreement between the Company and Mr Jardine. Fees paid
in the year were $18,000 and $6,000 remains unpaid at 31
December 2016.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
50,000
13,548
13,710
105,000
105,000
4,000
291,258
>
Page //
53
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
NOTE /21
Share Based Payments
The follow table presents information on the fair values of
Ordinary Shares issued in the financial year by the Group.
+
Date
Description
No of
Ordinary
Shares
Value per
Security
/ $
Total
/$
12/02/2016
Issue of shares in consideration for drilling services
12/02/2016
Issue of shares in consideration for drilling services
12/02/2016
Issue of shares in consideration for drilling services
12/02/2016
Issue of shares in consideration for drilling services
12/02/2016
Issue of shares in consideration for drilling services
03/03/2016
Issue of shares for payment of previous director’s fees
31/03/2016
Issue of shares in payment for contracting services
13/05/2016
Issue of shares in consideration of corporate advisory services
13/05/2016
Issue of shares in consideration of corporate advisory services
13/05/2016
Issue of shares in consideration of corporate advisory services
13/05/2016
Issue of shares in consideration of corporate advisory services
13/05/2016
Issue of shares in consideration of corporate advisory services
03/06/2016
Issue of shares for final settlement on permit purchases
72,633
41,090
115,473
47,355
47,161
301,850
556,336
129,355
104,432
71,914
110,004
33,485
212,121
03/06/2016
Issue of shares to vendors in partial settlement of tenement
purchases
1,050,000
03/06/2016
Issue of shares for professional geological services
07/07/2016
Issue of shares in consideration of corporate advisory services
10/08/2016
Issue of shares in partial settlement of acquisition of Cascade
Resources Limited
29/08/2016
Issue of shares for partial settlement on permit purchases
25/10/2016
Issue of shares in consideration of corporate advisory services
25/10/2016
Issue of shares in consideration for drilling services
25/10/2016
Issue of shares in consideration for drilling services
25/10/2016
Issue of shares in consideration for drilling services
25/10/2016
Issue of shares in consideration for drilling services
Total
50,000
254,411
454,546
69,768
100,000
105,497
81,018
57,014
249,247
0.299
0.352
0.278
0.273
0.256
0.176
NIL
0.230
0.290
0.170
0.232
0.241
NIL
0.200
0.200
0.270
0.220
0.210
0.180
0.190
0.220
0.210
0.190
21,156
14,470
32,082
12,920
12,073
53,078
114,910
30,000
30,000
12,500
25,521
8,070
42,424
210,000
10,000
68,961
100,000
14,651
18,000
20,044
17,824
11,973
47,358
928,015
54
Page //
TORIA N RESOURCES LTD |
Drilling Results – Zuleika JV
In March 2017, the Group received very
encouraging results from phase 1 of a 4 phase
drilling program at the Zuleika JV project.
Highlights include:
• Zuleika Phase 1 drill program: 7,277.9m drill
program of 137 holes at Targets 18 and 19;
o Target 18 contains results of up to 12m at
2.44g/t Au from 36m;
o Target 19 contains results of up to 4m @
1.83g/t Au from 32m;
• Phase 1 drill program at Target 20 (Paradigm
Extensions) and 21 to begin in April 2017; and
• Torian Directors believe that Zuleika JV
drilling results more than validate Cascade
merger.
No other significant subsequent event has
arisen that significantly affects the operations of
the Group.
NOTE /22
Events after the Balance
Sheet Date
Drilling Results - Credo Well
In February 2017, the Group received results for
32 holes drilled at Credo Well, the highlights of
which is as follows:
• 4m @ 32.51g/t Au from 27m, including;
o 2m @ 57.05g/t Au from 29m;
• 4m @ 6.66g/t Au from 70m, including;
o 2m @ 12.40g/t Au from 70m;
o 2m @ 15.16g/t Au from 49m;
• New discovery made in the hanging wall of the
main zone. Best intersection includes:
o 1m @ 68.50g/t Au from 39m
• Historic intersections from Credo Well
include:
o 3m @ 16.46g/t Au from 54m (main vein);
o 1m @ 58.80g/t Au from 1m (main vein);
o 5m @7.42g/t Au from 39 (hanging wall
vein);
o 8m @10.47g/t Au from 61m (main vein);
• Credo Well to become a priority target for the
2017 field season.
Page //
55
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
>
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
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:
2016
$
89,867
2015
$
22,624
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.
NOTE /23
Financial Instruments
General Objectives, Policies and
Processes
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.
56.
56
Page //
Trade receivables
2016
$
89,867
2015
$
22,624
TORIA N RESOURCES LTD |
Maturity Analysis of Financial Liabilitiess
2016
CURRENT LIABILITIES
Accounts payable
Employee benefits payable
Other payables
Borrowings
2015
CURRENT LIABILITIES
Accounts payable
Employee benefits payable
Other payables
Borrowings
Interest Rate Risk
Carrying
Amount
$
Contractual
Cash Flows
$
< 6 Months
-
$
655,257
97,223
3,182
281,128
518,574
302,691
40,117
385,962
655,257
97,223
3,182
281,128
518,574
302,691
40,117
385,962
655,257
97,223
3,182
281,128
518,574
302,691
40,117
103,334
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%
2016 /$
2015 /$
10,374
(10,374)
15,420
(15,420)
Page //
57
+ // A nnual Re por t - 2016
TORIA N RESOURCES LTD |
NOTE /24
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 2016 and 31
December 2015.
Exploration and development
Other
Total for continuing operations
Central administration costs and
directors salaries
Loss before tax (continuing operations)
Segment Revenue
Segment Profit
2016
$
-
106,073
106,073
2015
$
133,019
18,701
151,720
2016
$
(179,075)
106,073
(73,002)
2015
$
(30,641)
18,701
(11,940)
(1,679,249)
(1,365,655)
(1,752,251)
(1,377,595)
>
58
Page //
58. TORIA N RESOURCES LTD |
NOTE 24: (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.
2016 /$
2015 /$
Segment Assets
Exploration and development
10,188,487
7,682,700
Total segment assets
Unallocated
Consolidated total assets
Segment Liabilities
Exploration and development
Total segment liabilities
Unallocated
Consolidated total liabilities
10,188,487
7,682,700
1,527,828
1,791,786
11,716,315
9,474,486
-
-
-
-
1,036,790
1,247,344
1,036,790
1,247,344
Page //
59
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
+
NOTE 26:
Contingent Assets
and Liabilities
There are no contingent liabilities
or contingent assets at balance
date.
NOTE 27:
Capital
Commitments
The total capital commitment
for exploration in the 12 months
from this report amount to
$997,820.
NOTE 28:
Company Details
The registered office of the
Company is:
Torian Resources Limited
104 Colin Street
West Perth WA 6005
The principal place of
business is:
Torian Resources Limited
104 Colin Street
West Perth WA 6005
NOTE 25/26
/27 /28
Parent Entity Disclosures
Financial position
Assets
Total current assets
Total non-current assets
Total assets
Liabilities
Total current liabilities
Total liabilities
Equity
Contributed equity
Accumulated losses
Total equity
Financial performance
Loss for the year
2016 /$
2015 /$
1,284,725
1,781,277
10,431,590
7,691,182
11,716,315
9,472,459
1,036,790
1,244,344
1,036,790
1,244,344
70,214,457
66,009,824
(57,784,708)
(57,784,709)
12,429,749
8,225,115
(1,750,225)
(1,377,595)
Other comprehensive income
-
-
Total comprehensive loss
(1,750,225)
(1,377,595)
60.
60
Page //
TORIA N RESOURCES LTD |
DIRECTORS’
DECLARATION
The Directors of the Company declare that:
1. The financial statements and notes, as set out on pages 25 to 60, 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 2016 and of the
performance for the year ended on that date of the Company and Consolidated Group.
2. The Company has included in note 1 to the financial statements an explicit and unreserved
statement of compliance with International Financial Reporting Standards;
3. 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 2016;
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 18 to 21 of the Directors’ Report (as part of the
Audited Remuneration Report) for the year ended 31 December 2016, 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 2017
Page //
61
>
INDEPENDENT AUDITOR’S REPORT
To the Members of Torian Resources Limited
Opinion
We have audited the financial report of Torian Resources Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 31 December 2016, the
consolidated statement of comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the financial statements, including
a summary of significant accounting policies, and the directors' declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
i)
ii)
giving a true and fair view of the Group's financial position as at 31 December 2016 and of its
financial performance for the year then ended; and
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained to provide a basis for our opinion.
INDEPENDENT AUDITOR’S REPORT
To the Members of Torian Resources Limited
Opinion
We have audited the financial report of Torian Resources Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 31 December 2016, the
consolidated statement of comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the financial statements, including
a summary of significant accounting policies, and the directors' declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
i)
ii)
giving a true and fair view of the Group's financial position as at 31 December 2016 and of its
financial performance for the year then ended; and
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the financial report, which indicates that the Group incurred a net loss of $1,752,251
and has net cash outflows from operating activities of $3,543,713 during the year ended 31 December 2016. As
stated in Note 1, these events or conditions, along with other matters as set forth in Note1, indicate that a material
uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion
is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter
How our audit addressed this matter
Carrying Value of Capitalised Exploration Expenditure
Refer to Note 14 in the financial statements
The Group has capitalised exploration expenditure
with a carrying value of $10.2m. We determined this
to be a key audit matter due to the significant
management judgment involved in assessing the
in accordance with AASB 6
carrying value
Exploration
for and Evaluation of Mineral
Resources, including:
Determination of whether expenditure can
be associated with finding specific mineral
resources, and the basis on which that
expenditure is allocated to an area of
interest;
Assessing whether any
impairment are present;
indicators of
Determination of whether exploration
activities have progressed to the stage at
which the existence of an economically
recoverable mineral
reserve may be
determined.
Our audit procedures in relation to the carrying value
of capitalised exploration costs included:
Ensuring that the right to tenure of the
areas of interest was current through
confirmation with
relevant
government departments;
the
Critically assessing and evaluating
that no
management’s assessment
indicators of impairment existed;
Agreeing a sample of the additions to
capitalised exploration expenditure
during
supporting
documentation, and ensuring that the
amounts were capital in nature;
year
the
to
relevant
Through discussions with the Group’s
management team, and review of the
Group’s ASX announcements and
documentation,
other
management’s
assessing
determination that exploration activities
have not yet progressed to the point
where the existence or otherwise of an
recoverable mineral
economically
resource may be determined.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 31 December 2016, but does not include the financial report and
the auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/Pronouncements/Australian-Auditing-
Standards/Auditors-Responsibilities.aspx. This description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 18 to 21 of the directors' report for the year ended
31 December 2016.
In our opinion, the Remuneration Report of Torian Resources Limited, for the year ended 31 December 2016,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
G N Sherwood
Partner
RSM Australia
Sydney 31 March 2017
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/Pronouncements/Australian-Auditing-
Standards/Auditors-Responsibilities.aspx. This description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
31 December 2016.
We have audited the Remuneration Report included in pages 18 to 21 of the directors' report for the year ended
In our opinion, the Remuneration Report of Torian Resources Limited, for the year ended 31 December 2016,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
G N Sherwood
Partner
RSM Australia
Sydney 31 March 2017
TORIA N RESOURCES LTD |
Page //
65
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
S P R E A D O F
SHAREHOLDERS
+At 31 December 2016, there
were 1,401 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
530
256
123
327
165
97,450
754,988
917,010
11,665,946
84,093,457
1,170
74,920,783
0.100%
0.774%
0.940%
11.962%
86.224%
100%
There were 711 shareholders holding less than
a marketable parcel of 3,570 shares as at 31
December 2016.
Substantial Shareholders
The Company’s register of substantial
shareholders recorded the information as at 31
December 2016.
66
Page //
.66
T O P 2 0
HOLDINGS
>
As at 31 December 2016
Holder Name
Balance at 31 Dec 2016
R&R VENTURE PARTNERS II LLC
JEMDA PTY LTD
TURKEY INVESTMENTS PTY LTD
UBS NOMINEES
JOHNS CORPORATION PTY LTD
DOBEROTTO PTY LIMITED
CITYSCAPE ASSET PTY LTD
ASIA INSURANCE HOLDING PTE
KATSUN FINANCIAL PTY LTD
MORGAN STANLEY AUSTRALIA
MR TIMOTHY MCGOWEN
TREVOR JOHN DIXON
MR JAMES DAVID WILLIAM TAYLOR
ME EDWARD SHIRAZI
RAND MINING LTD
TRIBUNE RESOURCES LTD
MRS DANIELLE MCGOWEN
GURRAVEMBI INVESTMENTS PTY LTD
LOT 99 PTY LTD
CELTIC CAPTIAL PTY LTD
TOTAL
TORIA N RESOURCES LTD |
%
5.86
4.29
3.71
2.94
3.12
2.26
2.26
2.03
2.00
1.83
1.70
1.51
1.40
1.07
1.06
1.06
1.04
1.03
0.91
0.85
5,716,485
4,184,172
3,613,696
2,200,000
3,040,101
2,208,245
2,200,000
1,979,797
1,947,022
1,787,813
1,655,000
1,470,000
1,364,895
1,043,297
1,029,421
1,029,421
1,017,200
1,000,000
883,333
824,679
41,579,577
42.63
Page //
67
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
SUMMARY OF
TENEMENTS
+
TENEMENT
LOCATION
NAME OF JV
INTEREST
ML 70094
ML 70095
ML 70096
M 37/475
M 37/1305
M 37/1306
M 37/1307
M 37/1311-1313
P 37/7949
P 37/8073-8075
P 37/8116
P 37/8195
P 37/8225-8227
P 37/8240-8243
P 37/8523-8524
P 37/8616
P 37/8623-8624
P 37/8626-8627
P 37/8630-8632
P 37/8646-8647
P 37/8648
P 37/8649
P 37/8650
P 37/8651
P 37/8652-8653
P 37/8659-8661
P 37/8662
P 37/8663
P 37/8664-8665
P 37/8745-8748
P 37/8754
Sapphire, QLD
Sapphire, QLD
Sapphire, QLD
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
N/A
N/A
N/A
Malcolm JV
Mt Stirling Well
Mt Stirling JV
Mt Cutmore JV
Mt Cutmore JV
Mt Stirling JV
Mt Stewart JV
Malcolm JV
Mt George JV
Mt George JV
Mt Cutmore JV
Malcolm JV
Ironstone Well
Mt Stewart JV
Mt Stewart JV
Mt Stewart JV
Mt Cutmore JV
Mt George JV
Braemore JV
Rabbit Warren South
Braemore JV
Rabbit Warren South
Braemore JV
Mt George JV
Rabbit Warren South
Braemore JV
Malcolm JV
Malcolm JV
100%
100%
100%
51%
100%
51%
51%
51%
51%
51%
51%
51%
51%
51%
51%
100%
51%
51%
51%
51%
51%
51%
100%
51%
100%
51%
51%
100%
51%
51%
51%
68
Page //
TORIA N RESOURCES LTD |
“The Zuleika is renowned for consistently
producing high grade gold mines.”
Matthew Sullivan
Managing Director
“
NAME OF JV
INTEREST
TENEMENT
P 37/8791-8793
P 37/8845-8861
P 37/8881-8889
P 37/8890-8891
P 39/5570-5572
E 24/190
M 16/229
M 16/491
P 15/6074-6078
P 16/2621-2623
P 16/2837-2841
P 16/2843-2856
P 16/2874-2887
P 16/2896
P 16/2901-2902
P 16/2913-2915
P 16/2943-2953
P 16/2959-2960
P 16/2964-2967
P 16/3024-3026
P 24/4418-4429
P 24/4468
P 24/4471
P 24/4487
P 24/4512
P 24/4583
P 24/4679
P 24/4749
P 24/4827-4831
P 24/4865-4874
P 24/4917-4923
LOCATION
Leonora, WA
Leonora, WA
Leonora, WA
Leonora, WA
Laverton WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Calypso
Mt Stiriling
Mt Stiriling
Malcolm
Mt Korong
Zuleika JV
Zuleika JV
Zuleika JV
Coolgardie, WA
Gibraltar South
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Bardoc, WA
Bardoc, WA
Bardoc, WA
Bardoc, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika JV
Zuleika JV
Zuleika JV
Zuleika JV
Zuleika JV
Zuleika JV
Zuleika JV
Zuleika JV
Zuleika JV
Zuleika JV
Zuleika JV
Zuleika JV
Zuleika JV
Bardoc
Bardoc
Bardoc
Bardoc
Zuleika JV
Zuleika JV
Zuleika JV
Zuleika JV
Zuleika JV
100%
100%
100%
100%
100%
Earning 49%
Earning 49%
Earning 49%
100%
Earning 49%
Earning 49%
Earning 49%
Earning 49%
Earning 49%
Earning 49%
Earning 49%
Earning 49%
Earning 49%
Earning 49%
Earning 49%
Earning 49%
Earning 49%
100%
100%
100%
100%
Earning 49%
Earning 49%
Earning 49%
Earning 49%
Earning 49%
Page //
69
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
SUMMARY OF
TENEMENTS
TENEMENT
LOCATION
NAME OF JV
P 24/4925-4940
P 24/4996
P 24/4998
P 24/5013
P 24//5078-5081
P 24/5089-5093
P 24/5103-5105
M 26/572
P 26/4209-4219
P 27/2261
Zuleika, WA
Zuleika, WA
Bardoc, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Zuleika, WA
Kalgoorlie, WA
Kalgoorlie, WA
Zuleika JV
Zuleika JV
Bardoc
Zuleika JV
Zuleika JV
Zuleika JV
Zuleika JV
Zuleika JV
Boorara
Kanowna South
>
INTEREST
Earning 49%
Earning 49%
100%
Earning 49%
Earning 49%
Earning 49%
Earning 49%
Earning 49%
100%
100%
70.
70
Page //
TORIA N RESOURCES LTD |
Page //
71
// A nnual Re por t - 2016
TORIA N RESOURCES LTD |
M I N E R A L R E S O U R C E S
STATEMENT
As at 31 December 2016, Torian Resources had
total Inferred JORC Resources of 37,477 oz Au.
+
Project
Mt Stirling1
Mt Stirling Well2
Malcolm
Total
JORC
Category
Inferred
Inferred
Inferred
Inferred
Total Project Resources
Tonnes
g/t Au
Oz
259,750
41,250
48,000
349,000
2.44
8.54
3.72
3.34
20,400
11,327
5,750
37,477
Torian’s Interest
(On completion of the
Acquisition Agreements)
51-90%1
100%
51-90%1
1 Cascade 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.
There has been no change to the Company’s
JORC Resources from 31 December 2015.
Competent Person Statement
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, which have not highlighted any errors,
omissions or changes.
Information in this report pertaining to
mineral resources and exploration results
was compiled by Mr Matthew P. Sullivan, who
is a member of Aus.I.M.M. Mr Sullivan is the
chief geologist of Jemda Pty Ltd, geological
consultants to the company. Mr Sullivan has
sufficient experience which is relevant to the
style of mineralisation and 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.
72
Page //
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