Annual Report
30 June 2014
ABN 51 119 678 385
Corporate Directory
Non-Executive Chairman
Mel Ashton
Managing Director
Hamish Halliday
Technical Director
Andrew Radonjic
Non-Executive Directors
Bruce McFadzean
John Jetter
Company Secretary
Brett Dunnachie
Jon Grygorcewicz
Principal & Registered Office
288 Churchill Avenue
SUBIACO WA 6008
Telephone: (08) 9381 4222
Facsimile: (08) 9381 4211
Share Registry
Security Transfer Registrars Pty Ltd
770 Canning Highway
APPLECROSS WA 6153
Auditors
Stantons International
Level 2
1 Walker Avenue
WEST PERTH WA 6005
Bankers
National Australia Bank
50 St Georges Terrace
PERTH WA 6000
Stock Exchange Listing
Australian Securities Exchange
(Home Exchange: Perth, Western Australia)
Code: VMS
Website Address
www.ventureminerals.com.au
2014 Annual Report
Contents
Chairman‟s Letter to Shareholders
Directors‟ Report
Auditor‟s Independence Declaration
Financial Statements
Directors‟ Declaration
Independent Auditor‟s Report
Additional Shareholder Information
Corporate Governance Statement
Schedule of Mineral Tenements
2
3
29
30
58
59
61
63
70
Venture Minerals Limited | 1
Chairman’s Letter to Shareholders
On behalf of the Directors of Venture Minerals Limited (“Venture”), I present to shareholders the Company‟s annual
report for the year ending 30 June 2014.
This time last year I was pleased to report that the Company was on the cusp of becoming a mineral producer and had
overcome significant challenges to position itself for production at the Riley DSO Project. During the year the Company
had received both the State and Federal approvals and secured the necessary debt and equity required to commence
production.
Having worked diligently to position ourselves for production and having completed all pre-production work it is with
much regret that operations had to be suspended in August this year due significant deterioration in the iron ore
market. Substantial delays due to on-going appeals to our environmental approvals meant the Company was unable
to take advantage of strong iron ore prices throughout the preceding 18 months.
While the Company has had to suspend operations at the Riley Project in the medium term, Venture remains well
positioned should the economic environment support a production decision in the near term. I commend the Company‟s
management and all stakeholders for their diligence and perseverance in successfully advancing the Company‟s
projects to where they are today and look forward realising value for those projects in the future.
Moving forward the Company has adopted a tight fiscal regime with salary reductions and management
rationalisation already put in place to conserve our cash position. While being well positioned to start production at
Riley should the economic environment support it, Venture will also review a range of options for the future
development of the Mt Lindsay Project.
In addition to our Tasmanian assets the Company will continue to utilise its highly skilled exploration team to advance
its explorations initiatives in South East Asia and look for new opportunities in the coming year.
While this has been a challenging year for shareholders and stakeholders alike, I would like to take this opportunity to
thank our team on site and at head office for their dedication and commitment to the Company. I would also like to
thank the long standing support from the local Tasmanian communities and the investment community. The Directors and
I look forward to meeting shareholders at the upcoming annual general meeting.
Mel Ashton
Chairman
Venture Minerals Limited | 2
Directors’ Report
For the year ended 30 June 2014
The Directors of Venture Minerals Limited submit herewith the consolidated financial statements of the
Company and its controlled entities for the financial year ended 30 June 2014 in order to comply with the
provisions of the Corporations Act 2001.
1.
Directors
The following persons were Directors of Venture Minerals Limited during the whole of the financial year and
up to the date of this report, unless otherwise stated:
Mr Mel Ashton
Mr Hamish Halliday
Mr Andrew Radonjic
Mr Bruce McFadzean
Mr John Jetter
2.
Principal Activities
Non-Executive Chairman
Managing Director
Technical Director
Non-Executive Director
Non-Executive Director
The principal activity of the consolidated entity during the financial year was mineral exploration. There were
no significant changes in the nature of the consolidated entity‟s principal activities during the financial year.
3.
Group Financial Overview
Profit and Loss
The loss of the consolidated entity after income tax amounted to $4,124,587 (2013: $ 3,174,141).
Loss before tax of $5,541,490 (2013: $4,886,340) after allowing for exploration costs written off of
$2,762,322 (2013: $903,147).
Income tax benefit consists of Research and Development expenditure claim recognised in the year of
$1,416,903 (2013: $1,712,199).
Financial Position
The consolidated entity had $6,674,595 in cash and cash equivalents as at 30 June 2014 (2013:
$13,543,340).
In addition, the Company has secured a conditional A$10 million construction and working capital debt
facility with global banking group BNP Paribas to provide additional capital for the Riley DSO Project. The
finance facility is undrawn and is subject to completion of documentation and conditions.
Key features of the financing facility are as follows:
i)
Finance period to be earlier of 2 years from date of execution of loan documentation or 31
March 2016;
ii) Loan facility includes an Amortising Construction Term Loan with a limit of A$5.0 million and a
Revolving Cash Advance Facility with a limit of $7.5 million with both facilities combined to a
total limit of A$10.0 million to provide project financing of Riley DSO Project;
iii) Revolving Cash Advance Facility has stepped limit reductions during the second year of the loan
life and has redraw availability to facility sub-limit:
iv) Construction Term Loan to be repaid in equal monthly instalments of $625,000 from 31
December 2014 and concluding on 31 July 2015;
v) Revolving Bank Guarantee Facility for current and future bonds to a facility limit of $2.5 million;
vi) Discretionary Commodity Hedging Facility to a limit of 300,000 tonnes iron ore to be placed at
Company‟s discretion;
vii) All facilities are secured over the Riley and Livingstone DSO mining tenements only; and
viii)
Facility drawdown is subject to completion of facility and security documents and condition
precedents including obtaining necessary Project approvals and licences.
The Directors believe the consolidated entity is in a sound financial position with sufficient capital and
potential facilities to commence future operations at the Riley DSO Project and to continue exploration
programs.
Venture Minerals Limited | 3
Directors’ Report
For the year ended 30 June 2014
4. Dividends Paid or Recommended
The Directors do not recommend the payment of a dividend and no amount has been paid or declared by
way of a dividend to the date of this report.
5.
Business Strategies & Prospects for the Forthcoming Year
Venture Minerals Limited is focused upon the development of its various projects, principally the Riley DSO
Hematite Project, the Livingstone DSO Hematite Project and the Mt Lindsay Tin-Tungsten Project.
The Riley DSO Project has received necessary environmental approvals however the Federal Minister for the
Environments‟ approval is presently under appeal to the Full Court of the Federal Court of Australia. This
appeal is listed for hearing to commence on 10 November 2014. During May 2014 the Company
commenced pre-development preparation site works however suspended work in light of the delays and
interruptions associated with continual appeals and an unsupportive economic environment. The Company
remains in a state of readiness for an immediate commencement of operations should the appeal be
dismissed and general economic conditions remain supportive of development.
Development planning and obtaining necessary environmental approvals will continue at the Livingstone DSO
Project as it is planned to bring that project into production at the conclusion of the Riley DSO Project.
The Company continues to work to develop the Mt Lindsay Tin-Tungsten Project with the released Bankable
Feasibility Study results indicating an economically viable project subject to favourable metal prices,
particularly for tin and tungsten and a favourable AUD/USD exchange rate.
Venture Minerals Limited may also continue to identify new mineral exploration opportunities within Australia
and the rest of the world, particularly South East Asia, for further potential acquisitions which may offer value
enhancing opportunities for shareholders.
6.
Significant Changes in the State of Affairs
There were no significant changes in the state of affairs of the Company during the financial year.
7.
Review of Operations
Pre-development projects
Tasmanian Operations
Located in North West Tasmania with focus centred on the Mt Lindsay Project area targeting tin and tungsten,
and the nearby DSO hematite projects. The projects are delineated within the following:
Riley DSO Hematite Project
Livingstone DSO Hematite Project
-
-
- Mt Lindsay Tin-Tungsten Project
Exploration projects
South East Asia
Initial tenement applications are being pursued.
Western Australia
Paulsens South project located in the Ashburton Mineral field in north Western Australia.
South Australia
Harris Bluff project located in the south eastern region of the Gawler Craton.
Venture Minerals Limited | 4
Directors’ Report
For the year ended 30 June 2014
7.
Review of Operations (continued)
Tasmanian Operations
The Tasmanian Operations are centred on the Mt Lindsay region and are located in northwest Tasmania
(refer Figure 1) approximately 125km south, by sealed road, from the Port of Burnie. The tenement
exploration area covers 205 km2 encompassing the south, west and northern margins and metamorphic
aureole of the Meredith Granite. The Meredith Granite is part of a suite of Devonian granites which are
associated with several world class tin deposits including Renison Bell (+200,000t of tin metal produced),
Mount Bischoff and Cleveland. In addition to the tin deposits the granites also are associated with iron
deposits (Savage River operating for +45 years), nickel deposits (Avebury), and poly-metallic deposits
(Rosebery – operating for +75 years).
Venture‟s operations are situated 15km north and along strike from the world class Renison Bell tin mine and
25km south of Australia‟s longest operating magnetite mine (Savage River). The Company‟s resource base at
Mt Lindsay is situated within granted mining lease and exploration licenses owned 100% by Venture.
Figure 1: Tasmanian Operations - Mt Lindsay Region
The region has all necessary infrastructure in place with the operations located in close proximity to:
a sealed road,
existing rail (with spare capacity) via a sealed road,
existing port facilities (with spare capacity) via 100km of rail,
high voltage hydropower,
abundant water, and
existing mining support towns - Tullah (20 kms east) & Rosebery (15 kms east-south-east).
Venture Minerals Limited | 5
Directors’ Report
For the year ended 30 June 2014
7.
Review of Operations (continued)
The Tasmanian Operations host three projects with all projects in the pre-development phase and progressing
towards near term production being:
Riley DSO Hematite Project
Livingstone DSO Hematite Project
-
-
- Mt Lindsay Tin-Tungsten Project
DSO Hematite Projects
Recent exploration activities have identified two areas with outcropping hematite deposits. Follow-up drilling,
test pitting and initial scoping studies determined that both areas could potentially be economically extracted
to generate early positive cashflow with minimal capital expenditure. These areas are the Riley DSO Project
and the Livingstone DSO Project.
Riley DSO Hematite Project
The Riley DSO Hematite deposit is located approximately 16 kms west of the township of Tullah in the West
Coast region of north west Tasmania. The project is located 10km from the Mt Lindsay Project and occurs as a
hematite rich pisolitic and cemented laterite. The deposit outcrops at surface and is located less than two
kilometres from a sealed road that accesses existing rail and port facilities.
Since its discovery during late 2011, the Company has rapidly progressed resource definition and mine
development planning with an application for a mining lease over the Riley Project area culminating with the
granting of the lease on 21 December 2012.
The Company quickly advanced the Riley DSO Project with the completion of test pits on a 50m by 50m grid
enabling a maiden reserve to be determined during July 2012 (refer Tables 1 and 2).
Metallurgical testing of Riley material has delivered test results with a consistent grade averaging 57% Fe
over an initial 2 million tonne resource. A sample of the material has been subjected to sintering tests,
screening and sizing testwork. Results from the sintering feed test work program have shown that the sintering
fines exhibit excellent properties and are well suited for feedstock blending with ores commonly used by
Chinese sinter plants.
During May 2013 the Tasmanian Environmental Protection Authority (EPA) granted environmental approval
and subsequently the West Coast Council granted development approval for the Riley DSO mine. An appeal
against the Council development approval was dismissed on 24 September 2013.
Logistical contracts for rail and road transport, port storage and ship loading services were concluded during
October 2013 with Tasmanian Railways Pty Ltd (TasRail). In addition, advanced discussions with interested off
take parties progressed while the Company awaited final receipt of all unencumbered development and
statutory approvals.
On 3 August 2013 Federal Government environmental approval was granted for the Riley DSO Project. This
approval was subsequently appealed to the Federal Court. On15 May 2014 this appeal was dismissed with
costs, with the Federal Court upholding the original environmental approval. A further appeal against the
Federal Court judgement was lodged with the Full Court of the Federal Court of Australia on 5 June 2014.
This latter appeal is listed for hearing to commence on 13 November 2014.
Development planning for the Riley DSO Project commenced during early 2013 with the appointment, during
March 2013, of Tasmanian based, Shaw Contracting as preferred mining contractor. During late May 2014,
and following the dismissal of the initial appeal, the Company commenced preliminary site preparation with
the clearing of areas for site infrastructure, treatment plant and internal access roads.
Venture Minerals Limited | 6
Directors’ Report
For the year ended 30 June 2014
7.
Review of Operations (continued)
Figure 3: 8 metre thickener for Riley Mine
Figure 4: Blade mill
Items of plant and equipment have also been transported to Tasmania in readiness for project
commencement. In total the Company has acquired plant and equipment (Figures 3 and 4) totalling $1.7
million in advance of project commencement.
Continual delays created by the appeal process combined with a deteriorating iron ore price saw the
Company suspend project development until unencumbered approvals have been granted and market
conditions improve to a level where an adequate return may be realised from project development.
Livingstone DSO Hematite Project
Located 3.5km from the Mt Lindsay Tin-Tungsten Deposit is the Livingstone DSO Hematite Deposit. Livingstone
consists of an outcropping hematite cap overlaying a magnetite rich skarn. The hematite occurs from surface, is
consistent in grade and located only 2km from a sealed road which accesses existing rail and port facilities.
A maiden resource statement of 2.2mt @ 58% Fe was defined at Livingstone in August 2011, which was
followed by a positive and robust scoping study. Additional work later in the year included blending and
sizing testwork and preliminary mining studies all of which delivered positive results.
Venture Minerals Limited | 7
Directors’ Report
For the year ended 30 June 2014
7.
Review of Operations (continued)
During the second half of 2012 the Company completed a resource upgrade, which resulted in 100% of the
inferred resources being converted to the indicated category.
Immediately following the resource upgrade Venture engaged independent mining engineers, Rock Team to
complete mining studies on the deposit and produce a reserve statement. With the hematite resources at
Livingstone consistent in nature and outcropping at surface the study delivered a 90% conversion rate of
resource to reserve.
The Livingstone project area was granted as a mining lease on 28 May 2012 subject to Legislative
requirements, including environmental and local council approvals, being satisfied and obtained.
The DSO Resource and Reserve statements are detailed in Tables 1and 2.
Table 1: Resource Statement | DSO Hematite Projects
Project
Resource
Tonnes
Fe (%)
Fe (%)
Calcined
SiO2 (%)
Riley
Indicated
2.0mt
Livingstone
Indicated
2.4mt
TOTAL=
Indicated
4.4mt
57
57
57
61
61
61
3.7
5.4
4.6
Al2O3
(%)
2.6
1.9
2.2
P (%)
S (%)
Cr (%)
LOI
(%)
0.03
0.08
2.8
7.7
0.07
0.05
0.05
0.06
-
-
Table 2: Reserve Statement | DSO Hematite Projects
Project
Reserve
Tonnes
Fe (%)
Fe (%)
Calcined
SiO2 (%)
Al2O3
(%)
P (%)
S (%)
Cr (%)
Riley
Probable
1.8mt
Livingstone
Probable
2.2mt
TOTAL=
Probable
4.0mt
57
57
57
61
62
62
3.7
5.3
4.6
2.6
1.9
2.2
0.03
0.07
2.8
7.8
0.08
0.03
0.05
0.06
-
-
7.1
7.4
Note:
Refer to ASX announcement on 26 July 2012.
Mt Lindsay Tin-Tungsten Project
The Mt Lindsay Project is located in Western Tasmania (refer to Figure 1) within the contact metamorphic
aureole of the highly perspective Meredith Granite. The project sits between the world class Renison Bell Tin
Mine (Metals X Ltd/Yunnan Tin Group > 200,000t of tin metal produced since 1960) and the Savage River
Magnetite Mine (operating for > 45 years, currently producing ~2 Mtpa of iron pellets). Mt Lindsay has
excellent access to existing infrastructure including hydro-power, water, sealed roads, rail and port
facilities.
Since commencing exploration on the project in mid-2007, Venture has completed approximately 83,000m of
diamond core drilling at Mt Lindsay and defined a JORC compliant Measured, Indicated and Inferred
Resources as detailed in Table 3.
Venture Minerals Limited | 8
7.0
7.3
LOI
(%)
Directors’ Report
For the year ended 30 June 2014
7.
Review of Operations (continued)
Table 3 - Resource & Reserve Tables
Tin-Tungsten Resource Statement | October 2012
Lower
Cut (Tin
equiv)
Category
Tonnes
Tin
Equiv.
Grade
Tin
Grade
Tungsten
Grade
(WO3)
Measured
8.1Mt
0.6% 0.2%
0.20%
Indicated
17Mt
0.4% 0.2%
Inferred
20Mt
0.4% 0.2%
TOTAL
45Mt
0.4% 0.2%
Measured
4.3Mt
0.8% 0.3%
0.45%
Indicated
5.2Mt
0.7% 0.3%
Inferred
3.9Mt
0.6% 0.3%
TOTAL
13Mt
0.7% 0.3%
0.1%
0.1%
0.1%
0.1%
0.2%
0.2%
0.1%
0.2%
Note:
Refer to September 2012 Quarterly Report dated 17 October 2012.
Mass
Recovery of
Magnetic
Iron (Fe)
Grade
17%
15%
17%
17%
18%
15%
9%
14%
Copper
Grade
Contained Tin
Metal (tonnes)
Contained Tin/
Tungsten Metal
(tonnes)
0.1%
0.1%
0.1%
0.1%
0.1%
0.1%
0.1%
0.1%
18,000
32,000
32,000
81,000
12,000
14,000
12,000
38,000
29,000
43,000
41,000
113,000
22,000
22,000
17,000
61,000
Tin-Tungsten Reserve Statement | November 2012
Category
Tonnes
Tin
Equiv.
Grade
Tin
Grade
Tungsten
Grade (WO3)
Proved
Probable
TOTAL
6.4mt
7.3mt
0.7%
0.2%
0.5%
0.2%
14mt
0.6%
0.2%
0.2%
0.1%
0.1%
Note:
Refer ASX Announcement dated 7 November 2012.
Bankable Feasibility Study
Mass
Recovery of
Magnetic Iron
(Fe) Grade
18%
13%
15%
Copper
Grade
Contained Tin
Metal (tonnes)
Contained Tin/
Tungsten Metal
(tonnes)
0.1%
0.1%
0.1%
14,000
16,000
30,000
23,000
23,000
46,000
In 2012, the Company completed a Bankable Feasibility Study (“BFS”) on the Mt Lindsay Project which
concluded that the project was robust in terms of margin per tonne and internal rate of return. The study
entertained a 1.75million tonne per annum operation, producing concentrates of tin, tungsten, magnetite and
copper. The reserve statement included in the BFS is detailed in Table 3. A summary of the BFS outcomes is
contained in Table 4.
Table 4 - Summary of Outcomes of Mt Lindsay Bankable Feasibility Study - November 2012
Mt Lindsay
Tin-Tungsten Project
Gross project revenue
Net operating cashflow
Plant & infrastructure capex
NPV8
Operating cost per ore tonne ^
Total project ore tonnes
Plant design throughput capacity
Project Life
Payback period
Return on Equity - (40% Equity/60% Debt)
IRR
^ Operating cash cost includes royalties and excludes capital development and plant capital costs.
Bankable Feasibility Study
Pre-tax
A$1,435m
A$554m
A$198m
A$143m
A$59
14.8m
1.75mtpa
9 years
4 years
33%
21%
Venture Minerals Limited | 9
Directors’ Report
For the year ended 30 June 2014
7.
Review of Operations (continued)
Bankable Feasibility Study Assumptions
Processing Plant
A 1.75mtpa processing plant was designed by GR Engineering Services based on the completed pilot scale
metallurgical program (ASX announcement of 31 August 2012). The plant also includes an APT circuit,
designed to produce ammonium paratungstate (APT).
Metallurgical Recoveries and Metallurgical Testwork
Metallurgical recoveries are based on the completed BFS pilot scale metallurgical program (ASX
announcement - 31 August 2012) conducted over 18 months during 2011and 2012.
Pilot scale testwork was conducted as part of a co-ordinated metallurgical testing program to closely simulate
the proposed treatment flows with all unit processes being tested in sequence. As a result, a robust process
flowsheet was established that maximises recovery of all prime mine outputs while minimising contamination
levels. This robustness enables variable proportions of magnetite, scheelite (tungsten ore) and cassiterite (tin
ore) to be more effectively managed.
The intensive metallurgical testing program utilised approximately 3 tonnes of sample from Main Skarn and
No. 2 Skarn. Tests were conducted on individual skarns, and also as a blend of the two, and were
coordinated by Venture‟s General Manager of Metallurgy, Mr Geoff Beros, through three major laboratories
in Perth with specialist testing conducted in laboratories based in Adelaide, Burnie, Gold Coast and
Guangzhou, China.
The results of the metallurgical tests were concluded in late August 2012 and the results are detailed in Table
5 below.
Table 5 - Summary of Mt Lindsay Metallurgical Test Results
Mt Lindsay Studies
Tin Recoveries
Tungsten* Recoveries
Magnetite
Recoveries
BFS (Pilot Scale – Aug 2012)**
72% (to con)
83% (to APT)
98% (to con)
Notes: Con = Concentrate
* = Tungsten Trioxide (WO3)
** = equal blend of Main Skarn and No.2 Skarn representative mill feed material.
APT=Ammonium Para Tungstate (intermediate saleable tungsten product)
Mine Design
Rock Team undertook the open pit and underground mine design work. GHD, Earth Systems and Rock Team
co-designed the Waste Dump.
The pit design has an overall slope angle of approximately 50° and consequently has a waste to ore strip
ratio of 8 to 1.
The underground mine design was based on the top down longhole open stoping method.
Environmental & Permitting
Following completion of the BFS, the Company will work with Independent environmental consultants, Pitt &
Sherry on the process of obtaining the State and Commonwealth approvals necessary for the Project.
Hydrogeological Modelling
William C. Cromer Pty Ltd developed a Hydrogeological Model for the Mt Lindsay Project which was utilized
for mine design, process design and tailings dam design for the study.
Infrastructure & Logistics
GHD designed the Tailings Dam for the BFS. Venture has worked with various consultants and government
bodies to determine the accommodation, power supply and ore transport requirements and costs.
Venture Minerals Limited | 10
Directors’ Report
For the year ended 30 June 2014
7.
Review of Operations (continued)
Sales & Marketing
Penfold Limited, an international metals marketing company, has advised Venture on all metal sales and
marketing aspects of the study.
Commodity Pricing and Exchange Rate
Commodity prices over the life of the project and used in financial modelling of the Project were as follows:
Commodity Prices & Exchange Rate used for BFS
Tin
Tungsten
US$23,800/t
US$392/mtu
Magnetite (reference price Fe 62%)
US$125/t
Copper
Exchange Rate
US$8,000/t
AUD/USD = $0.90
mtu = metric tonne unit and is equivalent to 10kgs of WO3 metal.
Smelter Discounts
A discount of 6% was used for the tin concentrate and a discount of 7% was used for copper concentrate.
On 3rd July 2014 the Tasmanian Minister of Mines granted a mining lease over the Mt Lindsay Tin-Tungsten
Project. With the mining lease now granted the Company can focus on advancing application documents
required to obtain the State and Commonwealth approvals and necessary for the development of the Project
and to evaluate financing options for its future development.
Mt Lindsay Exploration
Mt Lindsay has extensive exploration potential both through the extension of existing mineralized systems as
well as the numerous targets surrounding the current resources. Skarn targets drill tested to date represent
approximately 10% of the total skarns identified by the Company, with an additional 32 strike kilometres
(see Figure 5) of interpreted magnetite skarns still to be tested within the project area.
Figure 5: Mt Lindsay Project including Mount Ramsay Location and other skarn targets
Venture Minerals Limited | 11
Directors’ Report
For the year ended 30 June 2014
7.
Review of Operations (continued)
During the period the Company has completed a program of stream sediment, soil and rock sampling at the
historical Mt Ramsay Prospect, located 17km NE of the Mt Lindsay Project (refer Figure 5). The Mt Ramsay
prospect has workings from the late 1800s and was soil sampled and drilled in the 1970/80s. The skarn is
defined by Venture‟s rock chip sampling with the best result being RMAK2 (located within the historic mine
workings) with 3.83%WO3, 0.25%Cu & 1.30g/t Au (see June 2014 Quarterly Report)) and soil sampling
(both historic and by Venture) which has resulted in a +40ppm Sn and/or W soil anomaly covering an area
of 40 to 130m wide over a strike length of 1.4km (with peak values of 800ppm Sn and 320ppm W).
The size, intensity and geological setting of the Mt Ramsay mineralised skarn system is analogous with the
Main and No 2 Skarns at Mt Lindsay. Further soil sampling analysis and geological mapping will be
undertaken to finalise future drill targets within the high priority distal part of the system.
Exploration
South East Asia
During the year the Company progressed its strategy of targeting south east Asia for exploration
opportunities. Venture has identified an extensive belt of “skarn style” mineralization throughout the region
specifically targeting strategic metals such as tin and tungsten as well as other base and precious metals.
The Company has established a low cost regional office in the region and will look to continue to build a cost
effective portfolio of exploration projects over the coming year.
The Company continues to advance its tenement applications over a number of base and precious metal
prospects. Following security of tenure the Company will look to commence work on already identified high
priority targets.
Paulsens South Project, Western Australia (Venture Minerals - 100% reducing to 30%)
The Paulsens South Project (covering 68km2) flanks and covers a similar stratigraphic and structural setting to
Northern Star Resources Ltd‟s high grade Paulsens Gold Mine, (currently producing ~80,000 oz gold per
annum) in the Ashburton Mineral Field of Western Australia. Rumble Resources Limited (“Rumble”) continues to
be in a joint venture with the Company on the Paulsens South Project in which Rumble has the right to earn at
least 70% of the project.
Joint venture partner Rumble Resources Limited (“Rumble”) has satisfied the initial joint venture commitment
as part of the requirements to earn at least 70% of the project.
Harris Bluff Project, South Australia (Venture Minerals 51% earning up to 90%, excluding uranium rights)
The Harris Bluff Project (167km2) is situated within the south-eastern part of the Gawler Craton, an area
considered prospective for Pb-Zn and epithermal Au-Ag mineralisation. Very sparse historic drilling in the
immediate vicinity of the Project returned up to 180 ppb Au and 6 g/t Ag.
Mega Hindmarsh Pty Ltd (“Mega”) a subsidiary of Toronto listed Mega Uranium Limited has earned 51%
interest in the uranium rights of the project (EL4788), but is now a non-contributing party to the uranium joint
venture.
The Company recently completed a site visit to ground check silver soil anomalies previously generated by
Mega.
Venture Minerals Limited | 12
Directors’ Report
For the year ended 30 June 2014
7.
Review of Operations (continued)
Community Support
The Company has continued its Community Initiatives Plan which works closely with the West Coast Council
and Tullah Progress Association in providing support and sponsoring activities of local community groups to
develop and enrich the cultural, sporting, educational and environmental experiences of the Tasmanian
communities in which the Company operates.
We are proud to support local initiatives and have particularly supported the following programs the past
year:
Wee Georgie Wood Steam Railway Inc.
Tullah Progress Association.
Burnie Dockers Football Club.
The Company continued to be a major business sponsor of the Burnie Dockers Football Club, and particularly
the junior leagues of the Burnie Dockers, with a 3 year sponsorship agreement that commenced during 2013
season.
The company‟s projects, and the mining industry, continue to receive vocal support from the local residents,
communities and business of Tullah and Burnie, in particular, and from the local representatives on the West
Coast Council, the Tasmanian State Government and the Federal Government. The Company is grateful to
these communities and local representatives for this continued support whilst progressing the Projects through
the various approval and development processes.
8.
Matters Subsequent to the End of the Financial Year
The following matters have arisen following the end of the financial year:
- On 3 July 2014 the Tasmanian Minister for Resources granted a mining lease over the Mt
Lindsay Tin-Tungsten Project.
- On 14 and 15 August 2014 a total of 13,375,000 options to acquire fully paid shares expired.
The expired options were exercisable at 45 cents per fully paid share.
- On 19 August 2014, the Company suspended development operations at the Riley DSO Project.
No other matter or circumstances has arisen since 30 June 2014 that has significantly affected the group‟s
operations, results or state of affairs, or may do so in future years.
9.
Likely Developments and Expected Results of Operations
The Company will continue all efforts to bring the Riley DSO Hematite project into production.
The Company continues with the approval process to obtain necessary environmental and development
approvals to commence the Livingstone DSO Hematite Project and the Mt Lindsay Tin-Tungsten project.
The Company will continue its mineral exploration activity at and around its exploration projects with the
object of identifying commercial resources. The Company will continue to investigate acquiring prospective
exploration areas in South East Asia.
Further information on likely developments in the operations of the group and the expected results of
operations have not been included in the Annual Report because the Directors believe it would be likely to
result in unreasonable prejudice to the group.
Venture Minerals Limited | 13
Directors’ Report
For the year ended 30 June 2014
10.
Information on Directors and Company Secretaries
Mr Mel Ashton
Qualifications
Experience
Independent Non-Executive Chairman – appointed 12 May 2006
B.Com, FCA, FAICD
Mr Ashton holds a Bachelor of Commerce degree from the University of Western
Australia, is a fellow of the Institute of Chartered Accountants and a fellow of the
Australian Institute of Company Directors. Mr Ashton also currently holds a number of
board appointments, including as President of the Institute of Chartered Accountants
Australia, Director of The Hawaiian Group of Companies, Chairman of Empired Ltd
and Gryphon Minerals Limited.
Interest in Securities
Fully Paid Ordinary Shares
1,500,000
Other Directorships Gryphon Minerals Limited (since 18 May 2004)
Empired Ltd (since 21 December 2005)
Resource Development Group Limited (since 9 February 2011)
Renaissance Minerals Limited (25 March 2010 to 17 March 2014)
Barra Resources Limited (13 January 2011 to 1 March 2013)
Mr Hamish Halliday Managing Director - appointed 30 January 2008
BSc (Geology), MAusIMM
Qualifications
Experience
Mr Halliday has over 15 years of both corporate & technical experience within the
mining industry. Mr Halliday co-founded Venture Minerals and was instrumental in
the acquisition of its tenement portfolio including the Mt Lindsay Tin-Tungsten Project.
Prior to Venture Minerals, Mr Halliday founded Adamus Resources Limited, a
company he ran as CEO for 6 years growing the company from a A$3 million float
to a multi-million ounce emerging gold producer. Mr Halliday also co-founded
Gryphon Minerals a very successful junior explorer defining a significant gold
resource in West Africa.
Interest in Securities
Fully Paid Ordinary Shares
6,675,000
Other Directorships
AVZ Minerals Limited (22 May 2009 to 30 November 2012)
Mr Andrew Radonjic
Qualifications
Technical Director - appointed 12 May 2006
BAppSc (Mining Geology), MSc (Mineral Economics), MAusIMM
Experience
Mr Radonjic is a geologist and mineral economist with over 25 years of experience
in mining and exploration, with a specific focus on gold and nickel in the Eastern
Goldfields of Western Australia. Mr Radonjic began his career at the Agnew Nickel
Mine before spending over 15 years in the Paddington, Mount Pleasant and Lady
Bountiful Extended operations north of Kalgoorlie. He has fulfilled a variety of
senior roles which gave rise to three gold discoveries, totalling in excess of 3 million
ounces in resources and the development of over 1 million ounces.
Interest in Securities
Fully Paid Ordinary Shares
2,666,665
Other Directorships
None
Venture Minerals Limited | 14
Directors’ Report
For the year ended 30 June 2014
10.
Information on Directors and Company Secretaries (continued)
Mr Bruce McFadzean
Qualifications
Independent Non-Executive Director - appointed 18 July 2008
Dip. Mining
Experience
Mr McFadzean has 30 years of senior management, mining and processing
experience which included significant stints at BHP Billiton and Rio Tinto, the “start
up” of 5 new mining operations, and covers a broad range of commodities including
Iron Ore, Diamonds, Gold and Nickel.
Mr McFadzean is currently the Chief Executive Officer of Mawson West Ltd a
Company listed on the TSX. Most recently Mr McFadzean held the role of Managing
Director of Catalpa Resources Limited and Evolution Mining Limited following the
merger with Conquest Mining Limited. Prior to that role he was General Manager
Operations and then Operations Director with Territory Resources where he was
instrumental in the start up of the 1.5 Mtpa Francis Creek Iron Ore operations in the
Northern Territory.
Interest in Securities
Nil
Other Directorships Gryphon Minerals Limited (since 19 June 2014)
Mr John Jetter
Qualifications
Experience
Interest in Securities
Evolution Mining Limited (formerly Catalpa Resources Limited) (9 June 2008 to 25
January 2012)
Independent Non-Executive Director - appointed 8 June 2010
B.Law, B.Econ, INSEAD
Mr Jetter has extensive international finance and M&A experience being the former
Managing Director, CEO and head of investment banking of JPMorgan in Germany
and Austria, and a member of the European Advisory Council, JPMorgan London. He
has held various senior positions with JPMorgan during which time he focused his
attention on major corporate clients and advised on some of Europe‟s largest
corporate transactions.
Mr Jetter currently holds a number of other board positions including Member of the
Board of Otto Energy Limited, Chairman of Katherine Jetter Limited (Delaware) and
Member of the Advisory Board of Rosemont Realty Corporation (Santa Fe).
Mr Jetter previously held positions as Chief Executive Officer of JPMorgan for
Germany, Austria and Switzerland, Member of the Board of Conergy AG,
Chairman of the Board of Rodenstock GMBH (Germany), Deputy Chairman of the
Board of European Business School, and Chairman of the Finance Faculty Oestrich-
Winkel, Germany.
Fully Paid Ordinary Shares
45 cent Options expiring 18 months after vesting date. Vesting date being
successful financing for the Mt Lindsay Project.
1,000,000
2,759,000
Other Directorships Otto Energy Limited (since 12 December 2007)
Company Secretaries
Brett Dunnachie - BCom, CA.
Appointed - 18 December 2009
Mr Dunnachie is a Chartered Accountant with over 13 years experience in corporate, audit and company
secretarial matters. Previously Mr Dunnachie was an audit manager at a major chartered accounting practice
and is also experienced in IPO management, company secretarial services, financial accounting/reporting
and ASX/ASIC compliance management. Mr Dunnachie is also currently Company Secretary for Renaissance
Minerals Limited and Alicanto Minerals Limited.
Venture Minerals Limited | 15
Directors’ Report
For the year ended 30 June 2014
Information on Directors and Company Secretaries (continued)
10.
Jon Grygorcewicz - BCom, CA.
Appointed Chief Financial Officer - 14 May 2012
Appointed Company Secretary - 16 August 2012
Mr Grygorcewicz has approximately 30 years financial management experience, gained predominately with
Australian ASX listed companies. Most recently he was CFO & Company Secretary with Focus Minerals
Limited having played a key role in successfully transitioning that company from mineral explorer into a
substantial Australian gold producer. Prior to that role he gained extensive experience with resource and
engineering companies with operations in Australia and South East Asia.
11. Remuneration Report (audited)
The Directors of Venture Minerals Limited are pleased to present your Company‟s 2014 remuneration report
which sets out remuneration information for the Non-Executive Directors, Executive Directors and other key
management personnel.
The following sections are included with this report:
A. Directors and key management personnel disclosed in this report
B. Remuneration governance
C. Use of remuneration consultants
D. Executive remuneration policy and framework
E. Relationship between remuneration and Venture Minerals Limited‟s performance
F. Non-Executive Director remuneration policy
G. Voting and comments made at the company‟s 2013 Annual General Meeting
H. Details of remuneration
I. Details of share based payments and bonuses
J. Service Agreements
K. Equity instruments held by key management personnel
L. Loans to key management personnel
M. Other transactions with key management personnel
Directors and key management personnel disclosed in this report
A.
Non-Executive Directors
Mr M Ashton
Mr B McFadzean
Mr J Jetter
Executive Directors
Mr H Halliday
Mr A Radonjic
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Managing Director
Technical Director
Other key management personnel
Mr G Brock
Mr J Grygorcewicz
Chief Operating Officer
Chief Financial Officer
& Company Secretary
All of the key management personnel held their positions for the entire financial year and up to the date of
this report.
B. Remuneration governance
During the current year, the Company has established a Remuneration Committee under a formal charter.
The Remuneration Committee comprises of four Directors, the majority of which are independent.
The Remuneration Committee is responsible for reviewing and recommending the remuneration arrangements
for the Executive and Non-Executive Directors and KMP each year in accordance with the Company‟s
remuneration policy approved by the Board. This includes an annual remuneration review and performance
appraisal for the Executive Directors and other executives, including their base salary, short-term and long-
term incentives, bonuses, superannuation, termination payments and service contracts.
Venture Minerals Limited | 16
Directors’ Report
For the year ended 30 June 2014
11.
Remuneration Report (continued)
B. Remuneration governance (continued)
Further information relating to the role of the Remuneration Committee can be found within the Corporate
Governance Report included within this Annual Report.
C. Use of remuneration consultants
The Company has not engaged or contracted remuneration consultants during the financial year.
D. Executive remuneration policy and framework
Remuneration Policy
During the current year, the Remuneration Committee established a new remuneration policy and framework
to more appropriately align Executives Directors and KMP incentives with the goals and achievements of the
Company.
The remuneration framework provides a mix of fixed and variable “at risk” remuneration and a blend of
short and long-term incentives. The remuneration for executives has three components:
Fixed remuneration, inclusive of superannuation and allowances;
STIs under a performance based cash bonus incentive plan; and
LTIs through participation in the Company‟s shareholder approved equity incentive plans.
The Company also undertook a peer analysis of remuneration levels and frameworks to ensure that it
conformed to general market practice and against a comparative group of similar companies.
Subsequent to the current year remuneration review, from 1 June 2014 the Board, Executive Directors and
other key management persons have reduced their base salary between 20% and 60%. The reduction is in
addition to the continued freeze to the Executive Directors and other key executive‟s base salaries. This
salary freeze has been in place since March 2010 and is part of broader cost reducing measures to ensure
that the Company conserves cash reserves in order to maintain exploration and feasibility activities whilst
initially working through volatile market conditions during the previous financial period. The reduction in base
salary and the salary freeze will continue whilst the Company is working through the environmental appeals
process at its Riley DSO Project.
The Board also ensures that the mix of executive compensation between fixed, variable, long-term, short-term
and cash versus equity is appropriate. The group endeavours to reduce cash expenditure by providing a
greater proportion of compensation in the form of equity instruments. This allows cash-flows to be directed
towards exploration programs with a view to improving the quality of our projects.
Executive remuneration mix
The following table sets out the mix of remuneration for all key management personnel between fixed, short-
term incentives and long-term incentives for the 2014 financial year.
Venture Minerals Limited | 17
Directors’ Report
For the year ended 30 June 2014
Remuneration Report (continued)
11.
D. Executive remuneration policy and framework (continued)
Fixed Remuneration
All executives receive a base cash salary which is based on factors such as length of service and experience
as well as other fringe benefits. All executives also receive a superannuation guarantee contribution required
by the government, which is currently nine percent and do not receive any other retirement benefits.
Short-term Incentives (STI)
Under the group‟s current remuneration policy, executives can from time to time receive short-term incentives
in the form of cash bonuses. These bonuses are based on relevant qualitative objectives such as approvals,
production and cashflow milestones. The Board believes that the criteria of eligibility for short-term incentives
appropriately aligns shareholder wealth and executive remuneration as the completion of key operation
milestones have the potential to increase share price growth.
There were no cash bonuses paid out in the current financial year.
Long-term Incentives (LTI)
Executives are encouraged by the Board to hold shares in the company and it is therefore the objective of the
group‟s option scheme to provide an incentive for participants to partake in the future growth of the group
and, upon becoming shareholders in the Company, to participate in the group‟s profits and dividends that
may be realised in future years.
The Board considers that this equity performance linked remuneration structure is effective in aligning the
long-term interests of group executives and shareholders as there exists a direct correlation between
shareholder wealth and executive remuneration.
E. Relationship between remuneration and Venture Minerals Limited’s performance
Company Performance, Shareholder Wealth & Executive Remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders and executives.
This has been achieved by the payment of short-term incentives and the issue of long-term incentive options.
This structure rewards executives for both short-term and long-term shareholder wealth development.
Venture Minerals Limited | 18
Directors’ Report
For the year ended 30 June 2014
Remuneration Report (continued)
11.
E. Relationship between remuneration and Venture Minerals Limited’s performance (continued)
The chart below shows the volatility in the company share price over the previous five years including the
impacts post the global financial crisis of 2008 and followed by a period of positive shareholder returns until
2012 as the Company achieved significant project milestones. These milestones included completion of the Mt
Lindsay BFS and also the progression of the companies Riley DSO Hematite Project. Since 2012 the
company‟s share price has been in a downward trend due to the reduction in commodity prices which has
seen a broader reduction in the share prices of local and global miners particularly small capitalized
resource stocks. More recently the fall in the Company‟s share price reflects the delays and uncertainty of
approvals in progressing the Riley DSO Hematite Project into production.
Values derived on a base of 100
Revenue
Net Loss
Share Price
Dividends
2010
$305,974
($2,298,899)
2011
$1,070,673
($4,131,656)
2012
$751,428
($3,955,394)
2013
$679,954
($3,174,141)
$0.25
Nil
$0.34
Nil
$0.28
Nil
$0.12
Nil
2014
$327,493
($4,124,587)
$0.10
Nil
The Company continues to ensure there is goal congruence between shareholder wealth development and the
issue of long term incentives such as the issue of options to executives. During the current financial year there
were no options issued to executive directors.
F. Non-executive director remuneration policy
The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for
time, commitment and responsibilities. Fees for Non-Executive Directors are not linked to the performance of
the group.
In determining competitive remuneration rates, the Board review local and international trends among
comparative companies and industry generally.
Typically Venture will compare Non-Executive Remuneration to companies with similar market capitalisations
in the exploration and resource development business group. These ongoing reviews are performed to
confirm that non-executive remuneration is in line with market practice and is reasonable in the context of
Australian executive reward practices.
During the current year, the Board from 1 June 2014 has elected to take a 20% reduction in fees in addition
to the continued freeze on the Non-Executive Director base remuneration that has been in place since March
2010. This initiative is part of broader cost reducing measures to ensure that the Company could conserve its
cash reserves whilst maintaining its exploration and feasibility activities during volatile market conditions.
Venture Minerals Limited | 19
308013018023028033030 Jun 0930 Jun 1030 Jun 1130 Jun 1230 Jun 1330 Jun 14%Venture Minerals Limited v S&P Small Cap Resource StocksVMS.ASXXSR.ASX
Directors’ Report
For the year ended 30 June 2014
11.
Remuneration Report (continued)
F. Non-Executive Director remuneration policy (continued)
Further to ongoing reviews, the maximum aggregate amount of fees that can be paid to non-executive
directors is subject to approval by shareholders at the Annual General Meeting. There were no options issued
to Non-Executives in the current financial year. In the prior financial year options were issued to Non-
Executives as they provide an indirect mechanism of aligning shareholder wealth and Non-Executive Director
remuneration.
G. Voting and comments made at the company’s 2013 Annual General Meeting
The Group received more than 97.7 % of “Yes” votes on its remuneration report for the 2013 financial year.
The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration
practices.
H. Details of Remuneration
Details of the remuneration of the Director‟s and key management personnel of the group of Venture Minerals
Limited are set out in the following table. There have been no changes to the below named key management
personnel since the end of the reporting period unless otherwise noted.
Short Term
Benefits
Cash
Salary &
Fees
Incentives
Consulting
Fees
Other
Amounts
Post
Employment
Super-
annuation
Securities
Total
Options A
$
73,750
49,167
45,415
-
-
-
-
-
-
2,623
2,623
2,623
-
-
4,200
-
21,134
-
76,373
72,924
52,238
2014
Non-Executive Directors
Mr M Ashton
Mr J Jetter
Mr B McFadzean
Executive Directors
Mr H Halliday
Mr A Radonjic
Group Executives
M G Brock
Mr J Grygorcewicz
327,368
262,962
335,715
285,062
Total Remuneration
1,379,439
-
-
-
-
-
-
-
2,623
2,623
24,963
24,324
-
-
354,954
289,909
-
-
-
-
34,145
24,451
-
-
369,860
309,513
-
13,115
112,083
21,134
1,525,771
Venture Minerals Limited | 20
Directors’ Report
For the year ended 30 June 2014
11.
Remuneration Report (continued)
H Details of Remuneration (continued)
Short Term
Benefits
Cash
Salary &
Fees
Incentives
Consulting
Fees
Other
Amounts
Post
Employment
Super-
annuation
Securities
Total
Options A
$
2013
Non-Executive Directors
Mr M Ashton
Mr J Jetter
Mr B McFadzean
Executive Directors
Mr H Halliday
Mr A Radonjic
Group Executives
M G Brock
Mr J Grygorcewicz
75,000
50,000
45,872
-
-
-
20,000
-
-
3,419
3,419
3,419
-
-
4,129
-
15,850
-
98,419
69,269
53,420
325,000
265,000
282,663
260,192
-
-
3,419
3,419
29,250
23,850
-
-
640,332
552,461
336,087
291,015
27,840
11,196
-
-
-
-
25,336
25,085
-
-
389,263
327,296
Total Remuneration
No retirement benefits or equity securities were issued to any Director or other key management personnel
during the current or previous financial year.
20,000
1,387,974
581,891
17,095
107,650
15,850
2,130,460
A: The fair value of the options is calculated at the date of grant using a Black-Scholes model.
I. Details of Share Based Payments and Bonuses
The terms and conditions of each grant of options affecting remuneration in the current or future reporting
periods are as follows:
Expiry
Date
Risk Free
Interest Rate
Fair Value
Per Option
Estimated
Volatility
Dividend
Yield
Exercise
Price
Grant
Date
%
Vested
24 Sept 12
31 Dec 15
45.0 cents
$0.037
70%
2.61%
0.00%
100%
Price of
Shares on
Grant Date
$0.31
Options granted under option incentive scheme carry no dividend or voting rights.
Subsequent to period end, a total of 13,375,000 options to acquire fully paid ordinary shares at an exercise
price of 45 cents per share expired unexercised. The Options expire 18 months after vesting date with the
vesting date being the successful financing for the Mt Lindsay Tin-Tungsten Project.
Details of options over ordinary shares in the Company provided as remuneration to each Director of Venture
Minerals Limited and each of the key management personnel of the parent entity and the group are set out
below. When exercisable, each option is convertible into one ordinary share. The table shows the
percentages of the options granted that vested and forfeited during the year. Further information on the
options is set out in the note 23 to the financial statements.
Venture Minerals Limited | 21
Directors’ Report
For the year ended 30 June 2014
11.
Remuneration Report (continued)
I
Details of Share Based Payments and Bonuses (continued)
Granted
No.
Options Granted
as Part of
Remuneration
$
Total
Remuneration
Represented
by Options
Exercised
No.
Other
changes
NoC.
Lapsed
No.
-
-
1,000,000
-
-
21,134
30 June 2014
Non-Executive Directors
Mr M Ashton
Mr B McFadzean
Mr J Jetter
Executive Directors
Mr H Halliday
Mr A Radonjic
Other key management personnel
-
Mr G Brock
-
-
Mr J Grygorcewicz
-
30 June 2013
Non-Executive Directors
Mr M Ashton
Mr B McFadzean
Mr J Jetter
-
-
1,000,000
Executive Directors
Mr H Halliday
Mr A Radonjic
-
-
Other key management personnel
-
Mr G Brock
-
-
Mr J Grygorcewicz
-
-
-
-
-
-
-
-
-
15,850
-
-
-
-
-
-
29%
-
-
-
-
-
-
23%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(750,000)
(750,000)
(1,000,000)
(2,250,000)
(1,750,000)
-
-
-
-
Director/Executive
Expiry Date
30 June 2014
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
Mr J Jetter
Mr G Brock
Mr J Grygorcewicz
-
-
-
-
31 Dec 151
-
-
% Vested in
Year
-
-
-
-
100%
Exercise Price
Number of Options
-
-
-
-
45.0 cents
-
-
-
-
-
-
1,000,000
-
-
30 June 2013
Mr M Ashton
-
Mr H Halliday
-
Mr A Radonjic
-
Mr B McFadzean
-
Mr J Jetter
1,000,000
Mr G Brock
-
Mr J Grygorcewicz
-
1 The remaining options issued in prior year were fully vested in the current financial year. The options
issued in prior year expire 18 months after vesting date. Vesting date is the successful financing for the Mt
Lindsay Project.
-
-
-
-
31 Dec 151
-
-
-
-
-
-
45.0 cents
-
-
-
-
-
-
43%
Venture Minerals Limited | 22
Directors’ Report
For the year ended 30 June 2014
11.
Remuneration Report (continued)
Details of Share Based Payments and Bonuses (continued)
I
The assessed fair value at grant date of options granted is allocated equally over the period from grant
date to vesting date, and the amount is included in the remuneration tables above. Fair values at grant date
are determined using a Black-Scholes option pricing model that takes into account the exercise price, the term
of the option, the share price at grant date and expected share price volatility, the expected dividend yield
and the risk-free rate for the term of the option.
J. Service Agreements
Remuneration and other key terms of employment for the Executives, Non-Executives and Other Group
Executives of Venture Minerals Limited are formalised in executive service agreements. Termination benefits
are within the limits set by the Corporations Act 2001 Major provisions of the agreements relating to
remuneration are set out below:
Name
Term of agreement
Base salary including
superannuation
Termination benefit
Mr M Ashton
Non-Executive Chairman
Mr J Jetter
Non-Executive Director
Mr B McFadzean
Non-Executive Director
No fixed term
$75,000A
No termination benefits
No fixed term
$50,000A
No termination benefits
No fixed term
$50,000A
No termination benefits
Mr H Halliday
Managing Director
Mr A Radonjic
Technical Director
No fixed term
3 months
No fixed term
3 months
Mr G Brock
Chief Operating Officer
No fixed term
1 month
Mr J Grygorcewicz
Chief Financial Officer
No fixed term
1 month
$354,250A
6 months
$288,850A
6 months
$376,050
1 month
$316,100
1 month
Note A: Amounts are shown prior to 20% reduction in base salary and fees agreed to by the Directors.
K. Equity instruments held by key management personnel
The tables below show the number of:
(I) options over ordinary shares in the Company, and
(II) shares held in the Company
that were held during the financial year by key management personnel of the group, including their close
family members and entities related to them.
There were no shares granted during the reporting period as compensation.
Venture Minerals Limited | 23
Directors’ Report
For the year ended 30 June 2014
11.
Remuneration Report (continued)
Equity instruments held by key management personnel (continued)
K.
(I) Option Holdings
The number of options over ordinary shares in the Company held during the financial year by each
Director of Venture Minerals Limited and other key management personnel of the group, including their
personally related parties, are set out below:
2014
Balance
at start of the
year
Granted as
remuneration
Exercised
Other changes
Balance at end of
the year
Vested and
exercisable -
Note A
Directors of Venture Minerals Limited
Mr M Ashton
750,000
3,000,000
Mr H Halliday
1,500,000
Mr A Radonjic
750,000
Mr B McFadzean
1,750,000
Mr J Jetter
Other key management personnel
Mr G Brock
Mr J Grygorcewicz
750,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
750,000
3,000,000
1,500,000
750,000
1,750,000
750,000
3,000,000
1,500,000
750,000
750,000
-
-
750,000
-
750,000
-
Note A - Subsequent to period end all vested and exercisable options expired unexercised.
2013
Balance
at start of the
year
Granted as
remuneration
Exercised
Other changes
Balance at end of
the year
Vested and
exercisable
Directors of Venture Minerals Limited
1,500,000
Mr M Ashton
5,250,000
Mr H Halliday
3,250,000
Mr A Radonjic
1,500,000
Mr B McFadzean
1,750,000
Mr J Jetter
-
-
-
-
1,000,000
Other key management personnel
Mr G Brock
Mr J Grygorcewicz
750,000
-
-
-
-
-
-
-
-
-
-
(750,000)
(2,250,000)
(1,750,000)
(750,000)
(1,000,000)
750,000
3,000,000
1,500,000
750,000
1,750,000
750,000
3,000,000
1,500,000
750,000
750,000
-
-
750,000
-
750,000
-
All vested options are exercisable at the end of the year.
Venture Minerals Limited | 24
Directors’ Report
For the year ended 30 June 2014
11.
Remuneration Report (continued)
K. Equity instruments held by key management personnel (continued)
(II))
Share holdings
The number of shares in the Company held during the financial year by each Director of Venture
Minerals Limited and other key management personnel of the group, including their personally
related parties, are set out below. There were no shares granted during the year as compensation.
2014
Balance
at the start of
the year
Received on
exercise of
options
Other changes
Balance at the
end of the year
Directors of Venture Minerals Limited
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
Mr J Jetter
Other key management personnel
Mr G Brock
Mr J Grygorcewicz
1,500,000
6,425,000
2,666,665
-
2,759,000
50,000
211,744
2013
Balance
at the start of
the year
Received on
exercise of
options
Directors of Venture Minerals Limited
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
Mr J Jetter
1,500,000
6,425,000
2,666,665
-
2,259,000
Other key management personnel
Mr G Brock
Mr J Grygorcewicz
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
250,000
-
-
-
1,500,000
6,675,000
2,666,665
-
2,759,000
-
30,625
50,000
242,369
Other changes
Balance at the
end of the year
-
-
-
-
500,000
1,500,000
6,425,000
2,666,665
-
2,759,000
50,000
211,744
50,000
211,744
None of the shares above are held nominally by the Directors or any of the other key management
personnel.
L.
Loans to key management personnel
There were no loans made to Directors and other key management personnel of the group, including
their close family members.
M. Other transactions with key management personnel
A Director, Mr M Ashton, is a Non-Executive Chairman of Gryphon Minerals Limited and Renaissance
Minerals Limited (resigned 17 March 2014), which shares office and administration service costs on
normal commercial terms and conditions.
Directors Mr H Halliday and Mr M Ashton were both Directors of Allos Property Group Pty Ltd (Allos).
The company leased office premises from Allos on normal commercial terms and conditions. Since
February 2014 the company no longer leases or occupies these premises.
Venture Minerals Limited | 25
Directors’ Report
For the year ended 30 June 2014
11.
Remuneration Report (continued)
M. Other transactions with key management personnel (continued)
Aggregate amounts of each of the above types of other transactions with key management personnel
of Venture minerals Limited:
(i) Recharges to KMP related entities
Recharge of rent and shared office costs
Recharges to Renaissance Minerals Limited
Recharges to Gryphon Minerals Limited
(ii) Purchases from KMP related entities
Rent of office building and shared office costs
Payments to Gryphon Minerals Limited
Payments to Allos Property Group Limited
2014
$
2013
$
86,310
166,820
60,435
-
101,300
165,419
105,744
273,724
12.
Shares under Option
Unissued ordinary shares of Venture Minerals Limited under option at the date of this report are as follows:
Date options granted
15 Aug 12
15 Aug 12
28 Sep 12
Expiry Date
See “note A”
See “note B”
See “note C”
Exercise Price
50.0 cents
55.0 cents
45.0 cents
Number under Option
2,000,000
2,500,000
1,000,000
No option holder has any right under the options to participate in any other share issue of the Company or
any other entity.
Note A: The options shall expire 18 months after the vesting date being the date upon which the Company successfully
obtains financing for the Mt Lindsay Tin-Tungsten Project.
Note B: The options shall expire 18 months after the vesting date being the date upon which the Company successfully
completes its first shipment of DSO product.
Note C: The options shall expire 18 months after the vesting date being the date upon which the Company has made
a decision to proceed with mining tin in Tasmania.
Shares issued on the exercise of options
No ordinary shares of Venture Minerals Limited were issued during the year ended 30 June 2014 on the
exercise of options granted.
13.
Insurance of Officers
During the financial year, Venture Minerals Limited paid a premium of $13,115 (2013: $17,095) to insure
the Directors and secretary of the Company and its controlled entities.
The liabilities insured are 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 entities in the group, and any other
payments arising from liabilities incurred by the officers in connection with such proceedings. This does not
include such liabilities that arise from 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. It is not possible to apportion the premium between amounts
relating to the insurance against legal costs and those relating to other liabilities.
Venture Minerals Limited | 26
Directors’ Report
For the year ended 30 June 2014
Meetings of Directors
14.
The number of Directors' meetings (including committees) held during the financial year that each Director
who held office during the financial year were eligible to attend and the number of meetings attended by
each Director are:
Director
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
Mr J Jetter
Full meetings of Directors
Remuneration Committee meetings
Number Eligible to
Attend
9
9
9
9
9
Meetings
Attended
8
9
9
9
8
Number Eligible
to Attend
2
2
-
2
2
Meetings
Attended
2
-
-
2
2
The Company does not have a formally constituted audit committee as the Board considers that the
Company‟s size and type of operation do not warrant such a committee as all members of the Board are
involved in audit agenda items and discussions thereon.
15.
Environmental Regulation
The Group‟s activities are subject to the relevant environmental protection legislation (Commonwealth and
State legislation) in relation to its exploration, development and future mining activities. The group believes
that sound environmental practice is not only a management obligation but the responsibility of every
employee and contractor.
The Company has been granted environmental approvals, with attaching conditions, by the Tasmania
Environmental Protection Authority (EPA) and by the Federal Minister for the Environment, Heritage and
Water in relation to the Riley DSO Hematite Project. However, as detailed in the Review of Operations
section of this Report, the Project development approval issued by Federal Minister for the Environment,
Heritage and Water is currently under a second appeal with the Full Court of the Federal Court of Australia
and listed for hearing to commence in November 2014.
No fines were imposed and no prosecutions were instituted by a regulatory body during the period in
relation to Environmental Regulations.
16.
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 these proceedings. The Company was not a party to any such proceedings
during the year.
17.
Auditor’s Independence Declaration & Non-Assurance Services
The lead auditor‟s independence declaration for the year ended 30 June 2014 has been received and can
be found on page 29 of the Directors‟ report. No fees were paid or payable to the auditors for non-
assurance services performed during the year ended 30 June 2014 (2013: nil).
Venture Minerals Limited | 27
Directors’ Report
For the year ended 30 June 2014
Signed in accordance with a resolution of the Board of Directors.
Hamish Halliday
Managing Director
Perth, Western Australia, 26 September 2014
The information in this report that relates to Exploration Results, Exploration Targets, Mineral Resources or Ore Reserves
is based on information compiled by Mr Andrew Radonjic, who is a Member of The Australasian Institute of Mining and
Metallurgy. Mr Andrew Radonjic is a full-time employee of the Company. Mr Andrew Radonjic has sufficient
experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity
which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the „Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves‟. Mr Andrew Radonjic consents to the inclusion in
the report of the matters based on his information in the form and context in which it appears. The information in this
announcement that relates to Exploration Results, Exploration Targets, Mineral Resources and Ore Reserves was
prepared and first disclosed under the JORC code 2004. It has not been updated since to comply with the JORC
Code 2012 on the basis that the information has not materially changed since it was last reported.
The information in this letter that relates to Ore Reserves is based on information compiled by Mr Denis Grubic, who is
a Member of the Australasian Institute of Mining and Metallurgy. Mr Grubic is an independent consultant. Mr Grubic
qualifies as a Competent Person as defined in the 2004 Edition of the „Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves‟. Mr Grubic consents to the inclusion in the report of the matters based on
his information in the form and context in which it appears. The information in this announcement that relates to Ore
Reserves was prepared and first disclosed under the JORC code 2004. It has not been updated since to comply with
the JORC Code 2012 on the basis that the information has not materially changed since it was last reported.
Venture Minerals Limited | 28
PO Box 1908
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
Stantons International Audit and Consulting Pty Ltd
trading as
Chartered Accountants and Consultants
26 September 2014
Board of Directors
Venture Minerals Limited
288 Chruchill Avenue
SUBIACO WA 6008
Dear Sirs
RE: VENTURE MINERALS LIMITED
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the
following declaration of independence to the directors of Venture Minerals Limited.
As Audit Director for the audit of the financial statements of Venture Minerals Limited for
the year ended 30 June 2014, I declare that to the best of my knowledge and belief, there
have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
Yours faithfully
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
(An Authorised Audit Company)
Martin Michalik
Director
Liability limited by a scheme approved
under Professional Standards Legislation
29
Financial Statements
Contents
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors‟ Declaration
Independent Auditor‟s Report
31
32
33
34
35
58
59
These financial statements cover Venture Minerals Limited as a consolidated entity consisting of Venture
Minerals Limited and the entities it controlled from time to time during the financial year („group‟ or
„consolidated entity‟). The financial statements are presented in the Australian currency.
Venture Minerals Limited is a Company limited by shares, incorporated and domiciled in Australia. Its
registered office and principal place of business is:
Venture Minerals Limited
288 Churchill Avenue
Subiaco WA 6008
A description of the nature of the consolidated entity's operations and its principal activities is included in the
review of operations and activities on pages 4 to 13 in the Directors‟ report, which is not part of these
financial statements.
The financial statements were authorised for issue by the Directors on 26 September 2014. The Company has
the power to amend and reissue the financial statements.
Through the use of the internet, we have ensured that our corporate reporting is timely, complete, and
available globally at minimum cost to the Company. All press releases, financial reports and other information
are available on our website: www.ventureminerals.com.au.
Venture Minerals Limited | 30
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2014
Revenue from continuing operations
Administrative costs
Consultancy expenses
Employee benefits expense
Share based payment expenses
Occupancy expenses
Compliance and regulatory expenses
Insurance expenses
Depreciation expense
Loss on sale of plant and equipment
Exploration written off
Consolidated
Note
2014
$
2013
$
3
4
15
4
4
10
327,493
679,954
(636,884)
(657,567)
(1,176,806)
(73,584)
(267,110)
(92,856)
(74,496)
(55,603)
(71,755)
(2,762,322)
(1,035,888)
(852,875)
(1,976,313)
(275,613)
(261,435)
(121,302)
(100,352)
(39,369)
-
(903,147)
(Loss) before income tax
(5,541,490)
(4,886,340)
Income tax (expense)/benefit
6
1,416,903
1,712,199
(Loss) attributable to owners
(4,124,587)
(3,174,141)
Exchange differences on translation of foreign
Other comprehensive income:
Items that may be reclassified to profit or loss
-
operations
Items that will not be classified to profit or loss
Total comprehensive (loss) attributable to owners
Basic (loss) per share (cents per share)
Diluted (loss) per share (cents per share)
15
17
17
(22,040)
-
(4,146,627)
26,921
-
(3,147,220)
(1.4)
N/A
(1.1)
N/A
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction
with the accompanying notes.
Venture Minerals Limited | 31
Consolidated Statement of Financial Position
As at 30 June 2014
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-Current Assets
Trade and other receivables
Property, plant and equipment
Exploration and evaluation expenditure
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Financial liabilities
Provisions
Total Current Liabilities
Non-Current Liabilities
Financial liabilities
Provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed equity
Reserves
Accumulated losses
Total Equity
Consolidated
Note
2014
$
2013
$
7
8
8
9
10
11
19
12
19
12
13
15
6,674,595
188,429
13,543,340
164,520
6,863,024
13,707,860
1,216,282
801,285
45,691,592
1,007,913
464,202
43,370,719
47,709,159
44,842,834
54,572,183
58,550,694
626,838
22,354
366,132
1,015,324
36,714
59,100
95,814
529,399
20,860
377,612
927,871
57,940
30,795
88,735
1,111,138
1,016,606
53,461,045
57,534,088
72,383,737
1,472,967
(20,395,659)
72,383,737
1,421,423
(16,271,072)
53,461,045
57,534,088
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Venture Minerals Limited | 32
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2014
Consolidated
Balance at 1 July 2012
Total comprehensive income for
the year:
Loss for the year
Foreign exchange differences
Transactions with owners in their
capacity as owners:
Contributions of equity (net of
transaction costs)
Equity settled share based
payment transactions
Expired equity settled share
based payments – transfer within
equity
Contributed
Equity
Accumulated
Losses
$
$
Foreign
Currency
Translation
Reserve
$
Option
Reserve
Total
$
$
56,279,621
(16,811,498)
7,476
4,825,980
44,301,579
-
-
-
(3,174,141)
-
(3,174,141)
-
26,921
26,921
16,104,116
-
-
-
-
3,714,567
-
-
-
-
-
-
(3,174,141)
26,921
(3,147,220)
-
16,104,116
275,613
275,613
(3,714,567)
-
Balance at 30 June 2013
72,383,737
(16,271,072)
34,397
1,387,026
57,534,088
Balance at 1 July 2013
Total comprehensive income for
the year:
Loss for the year
Foreign exchange differences
Transactions with owners in their
capacity as owners:
Contributions of equity (net of
transaction costs)
Equity settled share based
payment transactions
Expired equity settled share
based payments – transfer within
equity
72,383,737
(16,271,072)
34,397
1,387,026
57,534,088
-
-
-
-
-
-
(4,124,587)
-
(4,124,587)
-
(22,040)
(22,040)
-
-
-
-
-
-
-
-
-
-
(4,124,587)
(22,040)
(4,146,627)
-
73,584
73,584
-
-
Balance at 30 June 2014
72,383,737
(20,395,659)
12,357
1,460,610
53,461,045
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Venture Minerals Limited | 33
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2014
Cash Flows from Operating Activities
Payments to suppliers and employees
Interest received
Payments for exploration and evaluation
ATO research & development refund
Consolidated
Note
2014
$
2013
$
(2,984,903)
385,075
(4,959,077)
1,416,903
(3,842,639)
667,117
(10,509,018)
1,712,199
Net cash (outflow) from operating activities
18
(6,142,002)
(11,972,341)
Cash Flows from Investing Activities
Purchase of property, plant and equipment
Payments for increase in security deposits
(517,387)
(209,356)
(63,586)
(621,000)
Net cash (outflow) from investing activities
(726,743)
(684,586)
Cash Flows from Financing Activities
Proceeds from issue of shares and other equity securities
Share issue transaction costs
Net cash inflow from financing activities
-
-
-
17,003,989
(899,874)
16,104,115
Net increase/(decrease) in cash and cash equivalents
(6,868,745)
3,447,188
Cash and cash equivalents at the start of the year
13,543,340
10,096,152
Cash and cash equivalents at the end of the year
7
6,674,595
13,543,340
Amounts relating to payments to suppliers and employees as set out above are inclusive of goods and
services tax. The above consolidated statement of cash flows should be read in conjunction with the
accompanying notes.
Venture Minerals Limited | 34
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
1.
Summary of Significant Accounting Policies
This note provides a list of all significant accounting policies adopted in the preparation of these consolidated
financial statements. These policies have been consistently applied to all the years presented, unless
otherwise stated. The financial statements cover Venture Minerals Limited as a consolidated entity consisting
of Venture Minerals Limited and its subsidiaries („group‟ or consolidated entity‟).
Basis of Preparation
(a)
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act
2001.
(i) Compliance with IFRS
The consolidated financial statements of Venture Minerals Limited also comply with International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board
(IASB).
(ii) Historical cost convention
These financial statements have been prepared on a historical costs basis, except for the following:
Available-for-sale financial assets, financial assets and liabilities and certain classes of property,
plant and equipment measured at fair value.
(b)
Principles of Consolidation
(i) Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of the consolidated entity
as at 30 June 2014 and the results of the parent and all subsidiaries for the year then ended.
Subsidiaries are all entities (including structured entities) over which the group has control. The group
controls an entity when the group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power to direct the
activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the group. They are deconsolidated from the date that control ceases. The
acquisition method of accounting is used to account for business combinations by the group.
Intercompany transactions, balances and unrealised gains on transactions between group companies
are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the
statement of comprehensive income, statement of changes in equity and balance sheet respectively.
A list of controlled entities is contained in Note 25 to the financial statements. All controlled entities
have a 30 June financial year-end.
(ii) Joint arrangements
Under AASB 11 Joint Arrangements investments in joint arrangements are classified as either joint
operations or joint ventures. The classification depends on the contractual rights and obligations of
each investor, rather than the legal structure of the joint arrangement. Venture Minerals Limited has
joint operations.
Venture Minerals Limited | 35
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
1.
Summary of Significant Accounting Policies (continued)
(b)
Principles of Consolidation (continued)
(iii) Joint operations
Venture Minerals Limited recognises its direct right to the assets, liabilities, revenues and expenses
of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and
expenses. Details of the joint operations are set out in Note 26.
Segment reporting
(c)
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources and
assessing performance of the operating segments, has been identified as the board of directors.
(d)
Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the group‟s entities are measured using the
currency of the primary economic environment in which the entity operates („the functional currency‟).
The consolidated financial statements are presented in Australian dollars, which is Venture Minerals
Limited‟s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation of monetary assets and liabilities
denominated in foreign currencies at year end exchange rates are generally recognised in profit or
loss. They are deferred in equity if they relate to qualifying cash flow hedges, qualifying net
investment hedges or are attributable to part of the net investment in a foreign operation.
Translation differences on financial assets and liabilities carried at fair value are reported as part
of the fair value gain or loss. Translation differences on non-monetary financial assets and liabilities
such as equities held at fair value through profit or loss are recognised in profit or loss as part of
the fair value gain or loss. Translation differences on non-monetary financial assets such as equities
classified as available for sale financial assets are included in the fair value reserve in equity.
(iii) Group companies
The results and financial position of foreign operations that have a functional currency different
from the presentation currency are translated into the presentation currency as follows:
Assets and liabilities for each balance sheet presented are translated at the closing rate at the date
of that balance sheet
Income and expenses for the statement of comprehensive income are translated at average
exchange rates, and
All resulting exchange differences are recognised in other comprehensive income.
Revenue recognition
(e)
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as
revenue are net of returns, trade allowances and amounts collected on behalf of third parties. Revenue is
recognised for the business activities as follows:
(i) Interest income
Interest income is recognised as the interest accrues (using the effective interest method, which is the
rate that exactly discounts estimated future cash receipts through the expected life of the financial
instrument) to the net carrying amount of the financial asset.
Venture Minerals Limited | 36
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
1.
Summary of Significant Accounting Policies (continued)
Income tax
(f)
The income tax expense or benefit for the period is the tax payable on the current period‟s taxable income
based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences between the tax bases of assets and liabilities and their
carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is
made for certain temporary differences arising from the initial recognition of an asset or a liability.
No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a
transaction, other than a business combination, that at the time of the transaction did not affect either
accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax
assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and
deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in
equity.
The group is entitled to claim special tax deductions and rebates on qualifying expenditure under the
Research and Development Tax Incentive Scheme in Australia. The group accounts for the rebate as an Income
Tax Benefit/Income.
Leases
(g)
Leases of property, plant and equipment where the group has substantially all the risks and rewards of
ownership are classified as finance leases. Finance leases are capitalised at the lease‟s inception at the lower
of the fair value of the leased property and the present value of the minimum lease payments. The
corresponding rental obligations, net of finance charges, are included in other long-term payables. Each lease
payment is allocated between the liability and finance cost. The finance cost is charged to the statement of
comprehensive income over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. The property, plant and equipment acquired under finance
leases are depreciated over the shorter of the asset‟s useful life and the lease term.
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases (net of any incentives received from
the lessor) are charged to the statement of comprehensive income on a straight-line basis over the period of
the lease.
Impairment of assets
(h)
At each reporting date the group assesses whether there is any indication that an asset may be impaired. An
impairment loss is recognised for the amount by which the asset‟s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset‟s fair value less costs to sell and value in use. For the
purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of
assets (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed
for possible reversal of the impairment at each reporting date or more frequently if events or changes in
circumstances indicate that they might be impaired.
Venture Minerals Limited | 37
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
1.
Summary of Significant Accounting Policies (continued)
Cash and cash equivalents
(i)
For the purposes of presentation of the statement of cash flows, cash and cash equivalents include cash on
hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original
maturities of three months or less that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value, and bank overdrafts.
Trade and other receivables
(j)
Trade and other receivables are initially recognised initially at fair value and subsequently measured at
amortised costs using the effective interest method, less provision for impairment. Trade and other receivables
are generally due for settlement within 30 days. Collectability of trade receivables is reviewed on an
ongoing basis. Amounts that are known to be uncollectible are written off by reducing the carrying amount
directly.
Exploration and evaluation expenditure
(k)
Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable
area of interest. These costs are carried forward only if they relate to an area of interest for which rights of
tenure are current and in respect of which:
Such costs are expected to be recouped through successful development and exploitation or from sale
of the area: or
Exploration and evaluation activities in the area have not, at balance date, reached a stage which
permits a reasonable assessment of the existence or otherwise of economically recoverable reserves,
and active operations in or relating to, the area are continuing.
Accumulated costs in respect of areas of interest which are abandoned are written off in full against profit in
the year in which the decision to abandon the area is made. 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.
Property, plant and equipment
(l)
All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the
asset‟s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the company and the cost of the item can be
measured reliably. All other repairs and maintenance are charged to the statement of profit or loss and
comprehensive income during the financial period in which they are incurred.
Land is not depreciated. Depreciation on assets is calculated using the diminishing value method to allocate
their cost, net of their residual values, over their estimated useful lives, as follows:
Plant and equipment - office
Furniture and equipment - office
Plant and equipment - field
Motor vehicles
Leasehold improvements
40.0%
20.0%
40.0%
40.0%
25.0%
The assets‟ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance 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 (Note 1(h)). Gains and losses on disposals are
determined by comparing proceeds with carrying amount. These are included in the statement of
comprehensive income.
(m) Trade and other payables
These amounts represent liabilities for goods and services provided to the company prior to the end of
financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of
recognition.
Venture Minerals Limited | 38
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
1.
Summary of Significant Accounting Policies (continued)
Provisions
(n)
Provisions are recognised when: the company has a present legal or constructive obligation as a result of past
events; it is probable that an outflow of resources will be required to settle the obligation; and the amount
has been reliably estimated. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of management‟s best estimate of the expenditure required to
settle the present obligation at the balance date. The discount rate used to determine the present value
reflects current market assessments of the time value of money and the risks specific to the liability. The
increase in the provision due to the passage of time is recognised as interest expense.
(o) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to
be settled within 12 months of the reporting date are recognised in respect of employee‟s services
up to the end of the reporting period and are measured at the amounts expected to be paid when
liabilities are settled. The liability for annual leave is recognised in the provision for employee
benefits. All other short-term employee benefit obligations are presented as other payables.
(ii) Other long-term employee benefit obligations
The liability for long service leave and annual leave which is not expected to be settled within 12
months after the end of the period in which the employees render the related service is recognised
in the provision for employee benefits and measured as the present value of expected future
payments to be made in respect of services provided by employees up to the reporting date using
the projected unit credit method. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are
discounted using market yields at the reporting date on national government bonds with terms to
maturity and currency that match, as closely as possible, the estimated future cash outflows.
The obligations are presented as current liabilities in the balance sheet if the entity does not have
an unconditional right to defer settlement for at least twelve months after the reporting date,
regardless of when the actual settlement is expected to occur.
(iii) Share-based payments
The company provides benefits to employees (including directors) of the group in the form of share-
based payment transactions, whereby employees render services in exchange for shares or rights
over shares („equity-settled transactions‟). There is currently an Employee Incentive Scheme (IOS),
which provides benefits to directors and senior executives. The cost of these equity-settled
transactions with employees is measured by reference to the fair value at the date at which they
are granted. The fair value is determined using a Black-Scholes option pricing model that takes into
account the exercise price, the term of the option, the impact of dilution, the share price at grant
date and expected volatility of the underlying share, the expected dividend yield and the risk free
interest rate for the term of the option.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of shares of Venture Minerals Limited („market conditions‟). The number
of shares expected to vest is estimated based on the non-market vesting conditions and the
probability the option will be exercised. The probability is currently assessed at 70%.
(p) Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are
shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the
issue of new shares for the acquisition of a business are not included in the cost of the acquisition as part of
the purchase consideration.
Venture Minerals Limited | 39
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
1.
Summary of Significant Accounting Policies (continued)
(q)
Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
company excluding any costs of servicing equity other than ordinary shares, by the weighted
average number of ordinary shares outstanding during the financial year, adjusted for bonus
elements in ordinary shares issued during the year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share
to take into account the after tax effect of interest and other financing costs associated with the
dilutive potential ordinary shares and the weighted average number of shares assumed to have
been issued for no consideration in relation to dilutive potential ordinary shares.
(r) Goods and services tax („GST‟)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred
is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of
the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount
of GST recoverable from, or payable to, the taxation authority is included with other receivables or
payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or
financing activities which are recoverable from, or payable to the taxation authority, are presented as
operating cash flow.
New and amended standards adopted by the group
(s)
The group has applied the following standards and amendments for first time for their annual reporting
period commencing 1 July 2013:
AASB 10 Consolidated Financial Statements, AASB 11 Joint Arrangements, AASB 12 Disclosure of
Interest in Other Entities, AASB 128 Investments in Associates and Joint Ventures, AASB 127 Separate
Financial Statements and AASB 2011-7 Amendments to Australian Accounting Standards arising from
the Consolidation and Joint Arrangement Standards
AASB 2012-10 Amendments to Australian Accounting Standards – Transition Guidance and other
Amendments which provides and exemption from the requirement to disclose the impact of the change
in accounting policy on the current period
AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards
arising from AASB 13
AASB 119 Employee Benefits ( September 2011) and AASB 2011-10 Amendments to Australian
Accounting Standards arising from AASB 119 (September 2011)
AASB 2012-5 Amendments to Australian Accounting Standards arising from Annual Improvements 209-
2011 Cycle, and
AASB 2012-2 Amendments to Australian Accounting Standards – Disclosures – Offsetting Financial
Assets and Financial Liabilities
The adoption of the above standards and amendment have not resulted in adjustments to the financial
statements and only affected the disclosures in the notes to the financial statements.
Venture Minerals Limited | 40
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
1.
Summary of Significant Accounting Policies (continued)
New standards and interpretations not yet adopted
(t)
Australian accounting standards and interpretations that have recently been issued or amended but are not
yet mandatory, have not been early adopted by the group for the annual reporting period ended 30 June
2014. The group‟s assessment of the impact of these new accounting standards and interpretations most
relevant to the consolidated entity, are set out below.
(i) AASB 9 Financial Instruments and AASB 2009-11 Amendments to Australian Accounting Standards
arising from AASB 9, AASB 2010-7 Amendments to Australian Accounting Standards arising from
AASB 9 (December 2010) and AASB 2012-6 Amendments to Australian Accounting Standards-
Mandatory Effective Date of AASB 9 and Transition Disclosures (effective 1 January 2017). AASB
9 Financial Instruments addresses the classification and measurement of financial assets and is likely
to affect the group‟s accounting for its financial assets. The standard is not applicable until 1
January 2017 but is available for early adoption. The group is yet to assess its full impact. The
group has not yet decided when to adopt AASB 9.
There are no other standards that are not yet effective and that are expected to have a material impact on
the entity in the current or future reporting periods and on foreseeable future transactions.
Critical accounting estimates and judgements
2.
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that may have a financial impact on the entity and that are
believed to be reasonable under the circumstances.
The group makes estimates and assumptions concerning the future. The resulting accounting estimates and
judgements may differ from the related actual results and may have a significant effect on the carrying
amount of assets and liabilities within the next financial year and on the amounts recognised in the financial
statements. The estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are discussed below.
(i) Deferred exploration and evaluation expenditure
Exploration and evaluation costs are carried forward where right of tenure of the area of interest is
current. These costs are carried forward in respect of an area that has not at balance date
reached a stage that permits reasonable assessment of the existence of economically recoverable
reserves, refer to the accounting policy stated in Note 1(k).
(ii) Share based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined
by an internal valuation using a Black-Scholes option pricing model, using the assumptions detailed
in Note 23.
Venture Minerals Limited | 41
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
3.
Revenue
From continuing operations
Interest received
Total revenue from continuing operations
Expenses
4.
Profit before income tax includes the following specific expenses:
(a) Depreciation of non-current assets
Plant and equipment - office
Furniture and equipment – office
Motor vehicles
Leasehold improvements
Plant and equipment – field
Total depreciation of non-current assets
Capitalised depreciation
Total depreciation expense
(b) Finance costs in respect of finance leases
Finance lease interest
Total finance costs in respect of finance leases
(c)
Foreign exchange loss
Net foreign exchange loss
Total foreign exchange loss
(d) Employee benefits expense
Salary and wages expense
Defined contribution superannuation expense
Total employee benefits expense
(e)
Occupancy expense
Operating lease expense
Other occupancy costs
Total occupancy expense
5.
Auditor’s Remuneration
Remuneration of the auditor of the group
Auditing or reviewing the financial statements
Total auditor remuneration
Consolidated
2014
$
2013
$
327,493
327,493
679,954
679,954
Consolidated
2014
$
2013
$
12,624
6,785
51,968
19,140
17,050
107,567
(51,964)
55,603
5,025
5,025
379
379
17,909
6,964
35,725
12,513
1,983
75,094
(35,725)
39,369
14,301
14,301
7,108
7,108
1,070,647
106,159
1,176,806
1,869,586
106,727
1,976,313
190,054
77,056
267,110
188,626
72,809
261,435
29,025
29,025
28,571
28,571
Venture Minerals Limited | 42
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
6.
(a)
Income Tax Expense
Income tax expense
Current tax
Deferred tax
Total income tax (expense)/benefit
Deferred income tax expense included in income tax expense comprises:
(Increase) in deferred tax assets (Note 7(c))
Increase in deferred tax liabilities (Note 7(d))
Consolidated
2014
$
2013
$
1,416,903
-
1,416,903
1,712,199
-
1,712,199
(968,901)(
968,901
-
(2,370,130)(
2,370,130
-
(b)
Numerical reconciliation of income tax expense to prima facie tax payable
Profit/(loss) from continuing operations before income tax expense
(5,541,490)(
(4,886,340)(
Tax (tax benefit) at the tax rate of 30% (2013: 30%)
(1,662,447)
(1,465,902)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
22,075
10,115
(1,630,257)
Share based payments
Other non-deductible amounts
82,684
28,161
(1,355,057)
Unrecognised tax losses
Research & Development
Expenditure benefit at 45%
Income tax benefitA
(c)
Deferred tax assets
Tax lossesB
Employee benefits
Other accruals
Total deferred tax assets
Set-off deferred tax liabilities (Note 7(d))
Net deferred tax assets
(d)
Deferred tax liabilities
Exploration expenditure
Other
Total deferred tax liabilities
685,655
213,591
(472,301)
(1,416,903)
(570,733)
(1,712,199)
13,174,155
127,570
4,500
13,306,225
12,664,616
122,522
6,000
12,793,138
(13,306,225)
-
(12,793,138)
-
13,297,763
8,462
13,306,225
12,767,697
25,441
12,793,138
(13,306,225)
-
(12,793,138)
-
7,827,584
2,348,275
5,542,066
1,662,620
Set-off deferred tax assets (Note 7(c))
Net deferred tax liabilities
Tax losses
Unused tax losses for which no DTA has been recognized
Potential tax benefit at 30%
(e)
(f)
Unrecognised temporary differences
Unrecognised deferred tax asset relating to capital raising costs
2,949,525
2,615,347
A: The income tax benefit relates to a research and development claim recognised during the current year.
B: The deferred tax asset attributable to tax losses does not exceed taxable amounts arising from the
reversal of existing assessable temporary differences.
Venture Minerals Limited | 43
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
7.
(a)
Cash & Cash Equivalents
Cash & cash equivalents
Cash at bank and in hand
Deposits at call
Total cash and cash equivalents
Consolidated
2014
$
2013
$
674,595
6,000,000
6,674,595
1,543,340
12,000,000
13,543,340
(b)
(c)
8.
(a)
(b)
Cash at bank and on hand
Cash on hand is non-interest bearing. Cash at bank bears interest rates between 0.00% and 2.85%
(2013: 0.00% and 3.10%).
Deposits at call
Deposits at call are bearing interest rates between 3.55% and 3.66% (2013: 4.07% and 4.44%).
Trade & Other Receivables
Current
Other receivables
Prepayments
Total current trade and other receivables
Non-Current
Deposits1
Total non-current trade and other receivables
136,627
51,802
188,429
148,930
15,590
164,520
1,216,282
1,216,282
1,007,913
1,007,913
1 Deposits include cash of $974,000 (2013: $907,000) to secure a bank guarantee facility to
provide a corporate credit card facility and security deposits required by the relevant authority for
the granted exploration and mining licences. The unused facility amount is $13,000 (2013: nil).
A cash deposit of $135,600 (2013: nil) is also held as security under a bank guarantee to secure
building lease requirements.
Further security deposits of $106,682 (2013: $16,060) are held in cash by the relevant authority
for granted exploration licences.
(c)
(d)
Past due and impaired receivables
As at 30 June 2014, there were no other receivables that were past due or impaired (2013: nil).
Effective interest rates and credit risk
Information concerning effective interest rates and credit risk of both current and non-current trade
and other receivables is set out in Note 16.
Venture Minerals Limited | 44
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
Consolidated
Plant &
Equipment
$
Furniture &
Equipment
$
Leasehold
Improvements
$
Motor
Vehicle
$
Land Construction
Total
in progress
$
$
$
9.
10.
(a)
(b)
Property, Plant & Equipment
Year ended 30 June 2013
Opening net book
amount
Additions
Disposals/write-offs
Depreciation charge
Closing net book
amount
At 30 June 2013
Cost or fair value
Accumulated
depreciation
Net book amount
Year ended 30 June 2014
Opening net book
amount
Additions
Disposals/write-offs
Depreciation charge
Effect of exchange
rates
Closing net book
amount
At 30 June 2014
Cost or fair value
Accumulated
depreciation
Net book amount
41,371
34,818
100,107
74,493
129,839
-
380,628
15,741
(1,296)
(20,822)
-
-
(6,964)
-
-
(12,513)
91,153
-
(35,725)
-
-
-
54,000
-
-
160,894
(1,296)
(76,024)
34,994
27,854
87,594
129,921
129,839
54,000
464,202
155,860
(120,866)
34,994
53,518
132,146
236,057
129,839
54,000
761,420
(25,664)
27,854
(44,552)
87,594
(106,136)
129,921
-
129,839
-
54,000
(297,218)
464,202
34,994
27,854
87,594
129,921
129,839
54,000
464,202
46,901
-
(30,654)
(292)
10,478
-
(6,785)
-
110,787
(83,005)
(19,140)
-
-
-
(51,968)
-
-
-
-
-
360,761
-
-
-
528,927
(83,005)
(108,547)
(292)
50,949
31,547
96,236
77,953
129,839
414,761
801,285
202,761
(151,812)
63,996
(32,449)
110,787
(14,551)
236,057
(158,104)
129,839
-
414,761 1,158,201
(356,916)
-
50,949
31,547
96,236
77,953
129,839
414,761
801,285
Exploration & Evaluation Expenditure
Non-current
Opening balance
Exploration and acquisition costs
Write offs/provisions
Foreign currency translation differences
Total non-current exploration and evaluation expenditure
2014
$
Consolidated
2013
$
43,370,719
5,129,767
(2,762,322)
(46,572)
45,691,592
34,609,403
9,718,512
(903,147)
(54,049)
43,370,719
Recoverability of capitalised costs
The value of the group‟s interest in exploration expenditure is dependent upon:
the continuance of the group‟s rights to tenure of the areas of interest;
the results of future exploration; and
the recoupment of costs through successful development and exploitation of the areas of interest, or
alternatively, by their sale.
The group‟s exploration properties may be subjected to claim(s) under native title, or contain sacred
sites, or sites of significance to Aboriginal people. As a result, exploration properties or areas within
the tenements may be subject to exploration restrictions, mining restrictions and/or claims for
compensation. At this time, it is not possible to quantify whether such claims exist, or the quantum of such
claims.
Venture Minerals Limited | 45
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
11.
Trade & Other Payables
Current
Trade Payables
Other Payables
Total current trade & other
payables
12. Provisions
(a) Current
Employee entitlements
Total current provisions
(b) Non-Current
Employee entitlements
Total non-current provisions
13. Contributed Equity
(a)
Issued capital
Ordinary shares - fully paid
Total issued capital
(b) Ordinary Shares
Consolidated
2014
$
2013
$
444,595
182,243
626,838
267,837
261,562
529,399
366,132
366,132
377,612
377,612
59,100
59,100
30,795
30,795
Consolidated
2014
Shares
2013
Shares
Consolidated
2014
$
2013
$
287,320,170
287,320,170
287,320,170
287,320,170
72,383,737
72,383,737
72,383,737
72,383,737
2013
Ordinary shares participate in dividends and the proceeds on winding up of the Company in
proportion to the number of shares held and in proportion to the amount paid up on the shares held.
(c) Options
At shareholders meetings each ordinary share is entitled to one vote in proportion to the paid up
Information relating to options including details of options issued, exercised and lapsed during the
amount of the share when a poll is called, otherwise each shareholder has one vote on a show of
financial year and options outstanding at the end of the financial year, is set out in Note 14.
hands.
Date
Number of Shares
Issue Price
$
Total
$
$
(d) Movements in issued capital
Opening Balance at 1 July 2012
15 Aug 12
Share issue - Tranche 1
12 Sep 12
Share purchase plan
Share issue - Tranche 2A 25 Sep 12
Share issue - Tranche 2B 12 Oct 12
Less: Transaction costs
Closing Balance at 30 June 2013
15 Aug 12
No shares issued during the year
232,468,592
22,959,968
6,451,578
13,907,732
11,532,300
287,320,170
$0.31
$0.31
$0.31
$0.31
56,279,621
7,117,590
1,999,990
4,311,397
3,575,013
(899,874)
72,383,737
Closing Balance at 30 June 2014
287,320,170
72,383,737
Venture Minerals Limited | 46
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
Expiry date
Exercise
price
Balance at
start of year
Granted
during the
year
Issued/
(Exercised)
during the year
Cancelled/
lapsed during
the year
Balance at
end of the
year
Issued Share Options
14.
(a) 2014 unlisted share option details
14 Aug 14 45.0 cents
15 Aug 14 45.0 cents
45.0 cents
31 Dec 14
50.0 cents
31 Dec 14
55.0 cents
31 Dec 15
2,000,000
11,375,000
1,000,000
2,000,000
2,500,000
18,875,000
$0.47
Weighted average exercise price
(b)
2013 unlisted share option details
14 Aug 14 45.0 cents
15 Aug 14 45.0 cents
45.0 cents
31 Dec 14
50.0 cents
31 Dec 14
55.0 cents
31 Dec 15
20 Mar 13 55.0 cents
20 Mar 13 70.0 cents
-
11,375,000
-
-
-
500,000
10,550,000
22,425,000
Weighted average exercise price
$0.57
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,000,000
-
- 11,375,000
1,000,000
-
2,000,000
-
2,500,000
-
- 18,875,000
$0.47
-
2,000,000
-
1,000,000
2,000,000
2,500,000
-
-
7,500,000
$0.50
2,000,000
-
- 11,375,000
1,000,000
-
2,000,000
-
2,500,000
-
-
(500,000)
(10,550,000)
-
(11,050,000) 18,875,000
$0.47
$0.69
15.
(a)
Reserves
Unlisted option reserve
Opening balance
Exercise of options
Lapsed options: Transfer within equity to retained earnings
Unlisted options issued as remuneration during the year
Total unlisted option reserve
Consolidated
2014
$
2013
$
1,387,026
-
-
73,584
1,460,610
4,825,980
-
(3,714,567)
275,613
1,387,026
The unlisted option reserve records items recognised on valuation of director, employee and
contractor share options. Information relating to the Venture Minerals Limited Employee Incentive
Scheme “IOS”, including details of options issued, exercised and lapsed during the financial year
and options outstanding at the end of the financial year, is set out in Note 14.
(b)
Foreign currency translation reserve
Opening balance
Exchange differences arising on translation of foreign
operations
Closing Balance
34,397
(22,040)
12,357
7,476
26,921
34,397
Exchange differences arising on translation of the foreign controlled entity are taken to the foreign
currency translation reserve. The reserve is recognised in the statement of comprehensive income
when the net investment is disposed of.
(c)
Total reserves
Unlisted option reserve
Exchange differences arising on translation of foreign
operations
Closing Balance
1,460,610
1,387,026
12,357
1,472,967
34,397
1,421,423
Venture Minerals Limited | 47
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
Financial Instruments, Risk Management Objectives and Policies
16.
The Consolidated Entity‟s principal financial instruments comprise cash and short term deposits. The main
purpose of the financial instruments is to earn the maximum amount of interest at a low risk to the group. The
Consolidated Entity also has other financial instruments such as trade and other receivables and trade and
other payables which arise directly from its operations. For the year under review, it has been the
Consolidated Entity‟s policy not to trade in financial instruments.
The main risks arising from the Consolidated Entity‟s financial instruments are interest rate risk and credit risk.
The board reviews and agrees policies for managing each of these risks and they are summarised below:
(a)
Interest Rate Risk
The group‟s exposure to interest rate risk, which is the risk that a financial instrument‟s value will
fluctuate as a result of changes in market interest rates and the effective weighted average interest
rate for each class of financial assets and financial liabilities comprises:
Consolidated
Weighted
Average
Interest
Rate
%
Floating
Interest
Rate
Fixed
Interest
Non-interest
bearing
Total
$
$
$
$
2014
Financial Assets
3.56%
Cash and cash equivalents
Trade & other receivables - current
0.00%
Trade & other receivables - non-current 3.15%
Financial Liabilities
Trade & other payables - current
Financial liabilities – current
Financial liabilities – non-current
0.00%
7.18%
7.17%
Consolidated
Weighted
Average
Interest
Rate
%
2013
Financial Assets
4.07%
Cash and cash equivalents
Trade & other receivables - current
0.00%
Trade & other receivables - non-current 4.10%
Financial Liabilities
Trade & other payables - current
Financial liabilities – current
Financial liabilities – non-current
0.00%
7.18%
7.17%
502,722
-
-
502,722
6,000,000
-
974,000
6,974,000
171,873
136,627
242,282
550,782
6,674,595
136,627
1,216,282
8,027,504
-
-
-
-
-
22,354
36,714
59,068
626,838
-
-
626,838
626,838
22,354
36,714
685,906
Floating
Interest
Rate
Fixed
Interest
Non-interest
bearing
Total
$
$
$
$
1,454,154 12,000,000
-
991,853
1,454,154 12,991,853
-
-
89,186
148,960
16,060
254,206
13,543,340
148,960
1,007,913
14,700,213
-
-
-
-
-
20,860
57,940
78,800
529,399
-
-
529,399
529,399
20,860
57,940
608,199
The maturity date for all cash, current receivables and trade and other payable financial instruments
included in the above tables is one year or less from balance date. The maturity for the non-current
trade and other receivables is between 1 and 2 years from balance date.
Group sensitivity analysis
The entity‟s main interest rate risk arises from cash and cash equivalents with variable and fixed
interest rates. At 30 June 2014 and 30 June 2013, the group‟s exposure to interest rate risk is not
considered material.
Venture Minerals Limited | 48
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
16.
Financial Instruments, Risk Management Objectives and Policies (continued)
(b) Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in
financial loss to the group. The group has adopted the policy of only dealing with credit worthy
counterparties and obtaining sufficient collateral or other security where appropriate, as a means of
mitigating the risk of financial loss from defaults. The group does not have any significant credit risk
exposure to any single counterparty or any group of counterparties having similar characteristics. The
carrying amount of financial assets recorded in the financial statements, net of any provisions for losses,
represents the group‟s maximum exposure to credit risk.
(c)
Liquidity risk
The group manages liquidity risk by continuously monitoring forecast and actual cash flows and
matching the maturity profiles of financial assets and liabilities. Due to the dynamic nature of the
underlying businesses, the group aims at ensuring flexibility in its liquidity profile by maintaining the
ability to undertake capital raisings. Funds in excess of short term operational cash requirements are
generally only invested in short term bank bills.
(d) Net fair value
The carrying value and net fair values of financial assets and liabilities at balance date are:
Consolidated
Financial assets
Cash and cash equivalents
Trade & other receivables - current
Trade & other receivables - non-current
Financial Liabilities
Trade and other payables - current
Financial liabilities – current
Financial liabilities – non-current
2014
Carrying
Amount
$
Net fair
Value
$
2013
Carrying
Amount
$
Net fair
Value
$
6,674,595
136,627
1,216,282
8,027,504
6,674,595 13,543,340 13,543,340
148,960
148,960
136,627
1,216,282
1,007,913
1,007,913
8,027,504 14,700,213 14,700,213
626,838
22,354
36,715
685,907
626,838
22,354
36,715
685,907
529,399
20,860
57,940
608,199
529,399
20,860
57,940
608,199
17.
(a)
Earnings per Share
Earnings/(Loss)
Earnings/(loss) used in the calculation of basic EPS
Consolidated
2014
$
2013
$
(4,124,587)
(3,174,141)
(b) Weighted average number of ordinary shares („WANOS‟)
WANOS used in the calculation of basic earnings per share:
287,320,170 276,608,603
Venture Minerals Limited | 49
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
Consolidated
2014
$
2013
$
18.
Cash Flow Information
Reconciliation of cash flows from operating activities with loss from ordinary activities after income
tax:
Profit/(loss) from ordinary activities after income tax
(4,124,587)
(3,174,141)
Depreciation
Share based payments
Exploration costs written off
Plant & equipment written off
Changes in assets and liabilities:
- Decrease/(Increase) in operating receivables & prepayments
- (Increase) in capitalised exploration
- Increase/(decrease) in trade and other payables
- Increase in employee provisions
Net cash (outflows) from Operating Activities
19.
(a)
Commitments
Exploration commitments
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
55,603
73,584
2,762,323
71,755
39,369
275,613
903,147
-
(22,918)
(5,052,290)
77,702
16,826
(6,142,002)
476,901
(9,605,749)
(989,696)
102,215
(11,972,341)
Consolidated
2014
$
2013
$
789,350
1,376,000
-
2,165,350
860,680
2,198,800
-
3,059,480
In order to maintain rights of tenure to mining tenements subject to these agreements, the group
would have the above discretionary exploration expenditure requirements up until expiry of leases.
These obligations, which are subject to renegotiation upon expiry of the leases, are not provided for
in the financial statements and are payable per the above maturities. If the company decides to
relinquish certain leases and/or does not meet these obligations, assets recognised in the statement
of financial position may require review to determine the appropriateness of carrying values. The
sale, transfer or farm-out of exploration rights to third parties will reduce or extinguish these
obligations.
Venture Minerals Limited | 50
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
19.
(b)
Commitments (continued)
Lease commitments: group as lessee
Non-cancellable operating leases
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
Consolidated
2014
$
2013
$
143,904
575,615
-
719,519
217,187
380,078
-
597,265
The company, as joint tenant, has entered into a non-cancellable operating lease for the registered
office and corporate office accommodation. The lease is for a 3 year period with 3 attaching
options to extend for a further 5 years each as requested by the tenants.
(c) Finance lease liabilities
The group leases motor vehicles with a carrying amount of $43,314 under finance leases expiring within
four years. On expiry of the lease the Group will retain ownership of the vehicles.
Commitments in relation to finance leases are payable as follows:
Within one year
Later than one year but not later than five years
Minimum lease payments
Future finance charges
Recognised as a liability
Representing lease liabilities:
Current
Non-current
Total lease liabilities
20.
Events Occurring After Balance Date
25,887
38,797
64,684
(5,616)
59,068
22,354
36,714
59,068
25,886
63,554
89,440
(10,640)
78,800
20,860
57,940
78,800
The following matters have arisen following the end of the financial year:
- On 3 July 2014 the Tasmanian Minister for Resources granted the mining lease application over
the Mt Lindsay Tin-Tungsten Project.
- On 14 and 15 August 2014 a total of 13,375,000 options to acquire fully paid shares expired.
The expired options were exercisable at 45 cents per fully paid share.
- On 19 August 2014, the Company suspended development operations at the Riley DSO Project.
There were no further material events subsequent to balance date.
Venture Minerals Limited | 51
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
21.
Segment Information
(a) Description of segments
Management has determined the operating segments based on the reports reviewed by the chief
operating decision maker that are used to make strategic decisions. For the purposes of segment
reporting the chief operating decision maker has been determined as the board of directors. The
amounts provided to the board of directors with respect to total assets and profit or loss is measured in
a manner consistent with that of the financial statements. Assets are allocated to a segment based on
the operations of the segment and the physical location of the asset.
The board monitors the entity primarily from a geographical perspective, and has identified three
operating segments, being exploration for mineral reserves within Australia and Thailand and the
corporate/head office function.
(b)
Segment information provided to the board of directors
The segment information provided to the board of directors for the reportable segments is as follows:
2014
Total segment revenue
Interest revenue
Depreciation and amortisation
expense
Total segment loss before income tax
2013
Total segment revenue
Interest revenue
Depreciation
expense
and
amortisation
Total segment loss before income tax
Total segment assets
30 June 2014
30 June 2013
Total segment liabilities
30 June 2014
30 June 2013
Exploration
South East
Asia
$
Australia
$
Corporate
$
Total
$
-
-
-
-
-
-
-
-
-
-
-
327,493
327,493
55,603
327,493
327,493
55,603
(2,762,323)
(1,362,264)
(4,124,587)
-
-
-
679,954
679,954
39,369
679,954
679,954
39,369
(903,147)
(3,983,193)
(4,886,340)
1,393,698 44,455,713
839,725 42,688,828
8,722,772
15,022,141
54,572,183
58,550,694
8,374
10,141
-
-
1,102,764
1,006,465
1,111,138
1,016,606
(c) Measurement of segment information
All information presented in part (b) above is measured in a manner consistent with that in the financial
statements.
(d)
(e)
Segment revenue
No inter-segment sales occurred during the current or previous financial year. The entity is domiciled in
Australia. No revenue was derived from external customers in countries other than the country of
domicile. Revenues of $327,493 (2013: $679,954) were derived from two Australian financial
institutions during the period. These revenues are attributable to the corporate segment.
Reconciliation of segment information
Total segment revenue, total segment profit/(loss) before income tax, total segment assets and total
segment liabilities as presented in part (b) above, equal total entity revenue, total entity profit/(loss)
before income tax, total entity assets and total entity liabilities respectively, as reported within the
financial statements.
Venture Minerals Limited | 52
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
22.
Related Party Transactions
(a)
(b)
Parent entity
The ultimate parent entity within the group is Venture Minerals Limited.
Subsidiaries
Interests in subsidiaries are set out in Note 25.
(c)
Key management personnel compensations
Consolidated
2014
$
2013
$
Key Management Personnel Compensation
Short-term employee benefits
Post-employment benefits
Share-based payments
Total key management personnel compensation
1,392,554
112,083
21,134
1,525,771
2,006,960
107,650
15,850
2,130,460
Detailed remuneration disclosures are provided within the remuneration report which can be found on
pages 17 to 27 of the directors‟ report.
(d)
Transactions with other related parties
The following transactions occurred with related parties:
Consolidated
2014
$
2013
$
Recharges to director related entities (excluding GST):
Recharge of costs to Gryphon Minerals Limited
Recharges of costs to Renaissance Minerals Limited
Purchases from director related entities (excluding GST):
Recharges of shared costs from Gryphon Minerals Ltd
Recharge of shared costs from Renaissance Minerals Ltd
Purchases for office rent and outgoings to Allos Property Group Pty
Ltd
166,820
86,310
-
60,435
101,300
-
165,419
105,744
-
273,724
Outstanding balances arising from recharges/purchases with Director Related Parties:
31,286
Current receivables
17,637
Current payables
18,809
12,006
(e)
Terms and conditions of related party transactions
Transactions between related parties are on commercial terms and conditions, no more favourable than
those available to other parties unless otherwise stated.
23.
Share Based Payments
The Directors have established an Incentive Option Scheme („IOS‟) in accordance with the listing rules of the
ASX. The purpose of the Scheme is to give employees, directors, executive officers and consultants of the
group an opportunity, in the form of options, to subscribe for ordinary shares in the company. The Directors
consider the Scheme will enable the group to retain and attract skilled and experienced employees, board
members and executive officers and provide them with the motivation to make the group more successful.
(a)
Fair value of listed options granted
The fair value of listed options granted is calculated as the market value prevailing at the date on
which the options are authorised for issue.
Venture Minerals Limited | 53
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
23.
Share Based Payments (continued)
(b)
Fair value of unlisted options granted
The weighted average fair value of the options granted during the year was 4.7cents (2013: 4.7
cents). The price was calculated by using the Black-Scholes European Option Pricing Model applying
the following inputs:
Weighted average exercise price (cents)
Weighted average life of the option (years)
Weighted average underlying share price (cents)
Expected share price volatility
Weighted average risk free interest rate of
2014
50.0
2.75
0.33
70%
2.64%
2013
50.0
2.75
0.33
70%
2.64%
Historical volatility has been the basis for determining expected share price volatility as it assumed
that this is indicative of future tender, which may not eventuate. The life of the options is based on
historical exercise patterns, which may not eventuate in the future.
Total share-based payment transactions recognised during the year are set out below. Details of other
options movements and balances are set out in Note 14.
Consolidated
2014
$
2013
$
Unlisted options
Options issued to directors, employees and consultants
73,584
275,613
24.
Contingent Liabilities
(a) Advance purchase of rail infrastructure equipment
During October 2013 the Company entered into a service contract with Tasmanian Railway Pty Ltd (TasRail)
to provide rail transport services for the Riley DSO Hematite Project. To allow TasRail to purchase certain rail
infrastructure equipment, the Company provided security totalling $1.8 million.
Should the Company not commence the service contract by 31 December 2014, TasRail may make a claim on
the Company for costs and expenses incurred in procuring the equipment. In determining such costs and claim,
TasRail must endeavour to mitigate any costs and expenses incurred through the sale or otherwise disposing
of the equipment.
At the date of this Report, the Company has suspended operations at the Riley DSO Project and it is uncertain
if the Company will re-commence operations.
Should the Company not re-commence operations at the Riley DSO Project by 31 December 2014, and no
value be realised on the sale or disposal of the equipment, TasRail may make a claim totalling $1.8 million on
the Company.
The Company is not in position to determine if a claim is to be made. The Company is unable to determine the
value that may be realised, if any, on the sale or disposal of the equipment and is unable to determine the
value of a claim, if any, that may be made by TasRail.
(b) Repayment of Government Assistance Grant
During February 2014 the Tasmanian Government provided government assistance grants to TasRail, to a
maximum of $3.6 million, to construct certain rail and port infrastructure in advance of receiving
unencumbered environmental approvals for the Riley DSO Hematite Project. The Company agreed that
should unencumbered environmental approvals be received by 31 December 2014 that the Company will
repay half of the assistance grants expended on such infrastructure in satisfaction of the right to use TasRail
infrastructure to transport Riley DSO product from mine site to port.
Venture Minerals Limited | 54
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
24.
Contingent Liabilities (continued)
At the date of this report, a total of $1.9 million of the assistance grant has been expended and should
unencumbered approvals be granted by 31 December 2014 the Company may be liable to repay up to
$950,000.
At the date of this report, the Company has not received unencumbered project approvals. Environmental
approvals granted by the Federal Minister for Environment in August 2013, are presently under appeal
before the Full Court of the Federal Court of Australia.
The Company has joined the latest appeal to the Full Court of the Federal Court of Australia to confirm the
granted environmental approvals. The hearing date of this appeal is listed to commence on 13 November
2014.
In the event that full unencumbered approvals are not received the Company will have no liability to make
any repayments of the grant.
Subsidiaries
25.
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries
in accordance with the accounting policy described in note 1(b):
Name of entity
Equity holding A
Country of
incorporation
Venture Uranium Pty Ltd
Venture Z Pty Ltd
Venture Iron Pty Ltd
Venture Tasmania Pty Ltd
Venture T Pty Ltd
Venture Thailand Pty Ltd
A: The proportion of ownership interest is equal to the proportion of voting power held.
Australia
Australia
Australia
Australia
Australia
Thailand
Class
of shares
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2014
%
100
100
100
100
100
100
2013
%
100
100
100
100
100
100
26.
Interest in Joint Venture Operations & Farm-in Arrangements
(a)
Black Peak Holdings
On 28 April 2006 and as revised in the Extension of Terms dated 10 August 2011, Debnal Pty Ltd
(„Debnal‟) entered into a memorandum of understanding (Memorandum) with Black Peak Holdings Pty
Ltd („Black Peak‟) or nominee (Venture Minerals Limited). The Memorandum was for the purposes of
entering into an earn-in Joint Venture for the South Australian Project (EL3511, EL3529 and EL4788) on
the following terms and conditions:
1.1 Venture may earn a 51% interest in the South Australian Projects by spending $750,000 on
exploration within the first 2 years of the Joint Venture. Venture must meet the first year
expenditure requirements of the South Australian Projects of approximately $180,000;
1.2 Venture may earn a further 24% interest (total 75% interest) in the South Australian Project by
spending an additional $750,000 on exploration. On 10 August 2011 the terms were
extended to allow the expenditure to occur within the same allowed to Mega Hindmarsh Pty
Ltd as per the clause referred to in 2.2 below;
1.3 Venture may earn a further 15% (total 90% interest) in the South Australian Project by funding
the completion of a bankable feasibility study on any of the South Australian Projects (Study);
and
1.4 on completion of the Study, Debnal can elect to contribute to expenditure or dilute to a 2% net
smelter royalty.
Debnal will be entitled to an additional $100,000 in regard to each of the South Australian Projects in
the event that Venture intersects potentially economic mineralization of greater than 100 gram/metres
gold or gold equivalent. Should a Bankable Feasibility Study on any of the South Australian Projects
yield a positive financial outcome, Debnal will receive a final cash payment of $250,000. Venture
may at anytime withdraw from part or all of the South Australian Projects and will inform Mr Allan
Kelly, 30 days prior to any withdrawal of mineral licences. On signing of a formal Joint Venture on the
South Australian Projects, Black Peak (now Venture) will employ, or find employment through other
sources for Mr Allan Kelly at standard industry rates, for approximately 30 days per calendar year
all the while Black Peak has title.
Venture Minerals Limited | 55
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
26.
Interest in Joint Venture Operations & Farm-in Arrangements (continued)
Further, on 31 July 2008 Venture Minerals entered into a farm-out Joint Venture agreement with a
subsidiary of Mega Uranium Limited („Mega‟). The terms of the Joint Venture agreement were altered
on the 10 August 2011 varying the terms of the agreement. The purpose was to farm-out an 80%
interest in the Uranium rights of the tenements (EL4788) on the following terms and conditions:
2.1 Mega to spend $300,000 (second expenditure commitment) on exploration within 12 months of
the granting of EL4788, Mega will be entitled to 100% of the Uranium Rights of Venture‟s
Tenement interest at the time (which will be a 51% interest in EL4788). Mega must meet the
minimum expenditure requirement of $100,000 on exploration before Mega is entitled to
withdraw,
If Mega incurs expenditure of $450,000 within 24 months after meeting the “second
expenditure commitment” referred to in 2.1, Mega will be entitled to 100% of the Uranium
Rights of Venture‟s tenement interest which will be 75% in so far as it relates to Uranium Joint
Venture Targets,
2.2
2.3 Mega to earn 80% of the uranium rights upon funding and completing a Bankable Feasibility
Study, at which point Venture will be granted a 20% free carried interest in relation to the
Uranium rights of which 10% will belong to Debnal Pty Ltd (the original owners) and,
Upon the Decision to Mine, Venture and Debnal can elect to either contribute their 10% share
of the joint venture or each party can dilute to a 1% Net Smelter Royalty.
2.4
In prior years, Venture Minerals withdrew from the Joint Venture in relation to EL3511 and EL3529. As
at 30 June 2013, Venture Minerals had met the obligations under 1.1 above and held a 51% direct
interest in EL4788.
(b) Rumble Resources Limited JV
On 2 March 2011 the company entered into an earn-in Joint Venture Agreement with Rumble
Resources Limited whereby Rumble has the opportunity to acquire an interest in the Company‟s Paulsens
South tenements.
The terms of the Agreement are as follows:
i)
Rumble to acquire an intital 51% interest through the expenditure of $500,000 within 3
years of Rumble being admited onto the ASX. This shall include a minimum of 3,000 metres of
RC or diamond drilling to be completed before withdrawal or within 12 months of listing on
ASX or 15 October 2012 whichever comes first.
ii) Rumble may acquire an additional 19% interest through the expenditure of $1,000,000
within 5 years of Rumble being admited onto the ASX.
iii) Upon Rumble acquiring a 70% interest, Venture shall have the option to contribute to further
iv)
expenditure or dilute to a 10% interest.
If Venture elects to dilute to a 10% interest, Venture will be free carried to a decision to mine
on expenditure capped at $10 million by Rumble.
v) At completion of expenditure of $10 million or decision to mine (whichever comes first)
Venture shall have the option of contributing to further expenditure or revert to a 1% net
smelter royalty.
Venture Minerals Limited | 56
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2014
Parent Entity Information
27.
(a) Assets
Current assets
Non-current assets
Total assets
(b) Liabilities
Current liabilities
Non current liabilities
Total liabilities
(c) Equity
Contributed equity
Accumulated losses
Reserves
Total equity
(d) Total Comprehensive loss for the year
Loss for the year after income tax
Other comprehensive income for the year
Total comprehensive loss for the year
Company
2014
$
2013
$
6,837,834
47,872,271
54,710,105
13,683,926
44,978,775
58,662,701
1,006,950
95,815
1,102,765
917,730
88,735
1,006,465
72,383,737
(20,237,007)
1,460,610
53,607,340
72,383,737
(16,114,527)
1,387,026
57,656,236
(4,122,480)
-
(4,122,480)
(3,173,233)
-
(3,173,233)
The parent entity has not guaranteed any loans for any entity during the year.
Venture Minerals Limited | 57
Director’s Declaration
In the directors‟ opinion:
(a) the financial statements and notes set out on pages 31 to 57 are in accordance with the Corporations Act
2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
(ii) giving a true and fair view of the consolidated entity's financial position as at 30 June 2014 and
of its performance for the financial year ended on that date; and
(b) 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
(c) the audited remuneration disclosures set out on pages 16 to 26 of the directors‟ report comply with
section 300A of the Corporations Act 2001; and
(d) the financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
The directors have been given the declarations by the chief executive officer and chief financial officer
required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
Hamish Halliday
Managing Director
Perth, Western Australia, 26 September 2014
Venture Minerals Limited | 58
Stantons International Audit and Consulting Pty Ltd
trading as
Chartered Accountants and Consultants
PO Box 1908
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VENTURE MINERALS LIMITED
Report on the Financial Report
We have audited the accompanying financial report of Venture Minerals Limited, which
comprises the consolidated statement of financial position as at 30 June 2014, the
consolidated statement of profit or loss and other comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year
then ended, notes comprising a summary of significant accounting policies and other
explanatory information and the directors’ declaration of the consolidated entity comprising
the company and the entities it controlled at the year’s end or from time to time during the
financial year.
Directors’ responsibility for the Financial Report
The directors of the company are responsible for the preparation and fair presentation 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 is free from
material misstatement, whether due to fraud or error. In note 1(a)(i), the directors also
state, in accordance with Australian Accounting Standard AASB 101 Presentation of
Financial Statements, that the financial report, comprising the financial statements and
notes, complies with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We
conducted our audit in accordance with Australian Auditing Standards. These Auditing
Standards require that we comply with relevant ethical requirements relating to audit
engagements and plan and perform the audit to obtain reasonable assurance whether the
financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial report. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the financial
report, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair presentation of the
financial report in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
entity’s internal control.
An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by the
directors, as well as evaluating the overall presentation of the financial report.
Liability limited by a scheme approved
under Professional Standards Legislation
59
Our audit did not involve an analysis of the prudence of business decisions made by
directors or management.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the
Corporations Act 2001.
Auditor’s opinion
In our opinion:
(a)
the financial report of Venture Minerals Limited is in accordance with the
Corporations Act 2001, including:
(i)
(ii)
giving a true and fair view of the consolidated entity’s financial position as at
30 June 2014 and of its performance for the year ended on that date; and
complying with Australian Accounting Standards and the Corporations
Regulations 2001.
(b)
the consolidated financial report also complies with International Financial Reporting
Standards as disclosed in note 1(a)(i).
Report on the Remuneration Report
We have audited the remuneration report included in pages 16 to 26 of the directors’ report
for the year ended 30 June 2014. 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.
Auditor’s opinion
In our opinion the remuneration report of Venture Minerals Limited for the year ended 30
June 2014 complies with section 300A of the Corporations Act 2001.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
(An Authorised Audit Company)
Martin Michalik
Director
West Perth, Western Australia
26 September 2014
60
Additional Shareholder Information
Distribution of equity securities
Analysis of numbers of equity security holders by size of holding as at 26 August 2014 were as follows:
Holding
1- 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Holders of less than a marketable parcel: 1285
Substantial Shareholders
The names of the substantial shareholders as at 26 August 2014:
Shareholder
Republic Investment Management Pte Ltd
Molton Holdings Limited
Elphinstone Holdings Pty Ltd
Number of shareholders
Fully Paid Ordinary Shares
201
929
768
1,787
344
4,029
Number
29,936,319
23,915,864
19,877,742
Voting Rights - Ordinary Shares
In accordance with the holding company's Constitution, on a show of hands every member present in person or
by proxy or attorney or duly authorised representative has one vote. On a poll every member present in
person or by proxy or attorney or duly authorised representative has one vote for every fully paid ordinary
share held.
Options
Exercise
price
Unlisted options $0.45
Unlisted options $0.50
Unlisted options $0.55
Vesting conditions
Expiry date
To vest upon successfully obtaining
project financing for the Mt Lindsay
Tin/Tungsten Project
To vest upon first shipment of DSO
ore
Vest upon company announcement
that it has made a decision to
proceed with mining tin in Tasmania
18 months after
vesting
18 months after
vesting
18 months after
vesting
Number of
options
1,000,000
Number of
holders
1
2,000,000
2,500,000
1
1
Venture Minerals Limited | 61
Additional Shareholder Information
Equity security holders
The names of the twenty largest ordinary fully paid shareholders as at 26 August 2014 are as follows:
Shareholder
HSBC Custody Nominees Australia Ltd
Elphinstone Holdings Pty Ltd
Merrill Lynch Australia Nominees Pty Ltd
Citicorp Nominees Pty Ltd
Black Peak Holdings Pty Ltd
J & J Bandy Nominees Pty Ltd
JP Morgan Nominees Australia Ltd
Keith Jenkins and Neville Houghton
Onedin Enterprises Pty Ltd
Forsyth Barr Custodians Ltd
D&L Bernardi Super Fund Pty Ltd
McTavish Industries Pty Ltd
Codee Wouter
Brispot Nominees Pty Ltd
Allied Strategic Resources Ltd
Escor Investments Pty Ltd
Academic Growth Institute Fund
Jameker Pty Ltd
National Nominees Ltd
Kingsford Investments Pty Ltd
Number
% Held of Issued Ordinary
Capital
48,190,916
19,354,838
14,281,121
12,078,082
6,550,000
4,900,000
4,619,659
2,900,000
2,666,665
2,439,542
2,405,000
2,000,000
2,000,000
1,670,259
1,480,000
1,409,144
1,406,819
1,400,000
1,361,129
1,333,333
134,446,507
16.77%
6.74%
4.97%
4.20%
2.28%
1.71%
1.61%
1.01%
0.93%
0.85%
0.84%
0.70%
0.70%
0.58%
0.52%
0.49%
0.49%
0.49%
0.47%
0.46%
46.81%
Venture Minerals Limited | 62
Corporate Governance Statement
Corporate Governance
The Company is committed to implementing the highest standards of corporate governance. In determining
what those high standards should involve the Company has turned to the ASX Corporate Governance
Council‟s Principles of Good Corporate Governance and Best Practice Recommendations. The Company is
pleased to advise that the Company‟s practices are largely consistent with those ASX guidelines. As
consistency with the guidelines has been a gradual process, where the Company did not have certain policies
or committees recommended by the ASX Corporate Governance Council (the Council) in place during the
reporting period, we have identified such policies or committees.
Where the Company‟s corporate governance practices do not correlate with the practices recommended by
the Council, the Company is working towards compliance however it does not consider that all the practices
are appropriate for the Company due to the size and scale of Company operations.
To illustrate where the Company has addressed each of the Council‟s recommendations, the following table
cross-references each recommendation with sections of this report. The table does not provide the full text of
each recommendation but rather the topic covered.
Recommendation
Recommendation 1.1 Functions of the Board and Management
Section
1.1
Recommendation 1.2 Evaluation of Board, Directors and Key Executives
1.4.10
Recommendation 1.3 Reporting on Principle 1
Recommendation 2.1 Independent Directors
Recommendation 2.2 Independent Chairman
Recommendation 2.3 Role of the Chairman and CEO
Recommendation 2.4 Establishment of Nomination Committee
Recommendation 2.5 Evaluation of Board, Committees and Directors
Recommendation 2.6 Reporting on Principle 2
Recommendation 3.1 Code of Conduct
Recommendation 3.2 Diversity Policy
Recommendation 3.3 Measurable Objectives for Gender Diversity
Recommendation 3.4 Disclosure of Diversity
Recommendation 3.5 Reporting on Principle 3
Recommendation 4.1 Establishment of Audit Committee
Recommendation 4.2 Structure of Audit Committee
Recommendation 4.3 Audit Committee Charter
Recommendation 4.4 Reporting on Principle 4
1.1 and 1.4.10
1.2 and 1.3
1.2 and 1.3
1.2 and 1.3
2.3
1.4.10
1.2, 1.4.6, 1.4.10, 2.3.1 and the
Directors‟ Report
1.1 and 4
3.2
3.3
3.4
3.2, 3.3 and 3.4
2.1
2.1
2.1
2.1 and 2.1.2
Recommendation 5.1 Policy for Compliance with Continuous Disclosure
Recommendation 5.2 Reporting on Principle 5
Recommendation 6.1 Communications Strategy
Recommendation 6.2 Reporting on Principle 6
Recommendation 7.1 Policies on Risk Oversight and Management
Recommendation 7.2 Managing and Implementing Risk Management
Recommendation 7.3 Attestations by CEO and CFO
Recommendation 7.4 Reporting on Principle 7
Recommendation 8.1 Establishment of Remuneration Committee
1.4.4
1.4.4
1.4.8
1.4.8
2.1.3
2.1.3
2.1.3
2.1.3
2.2
Recommendation 8.2 Executive and Non-Executive Director Remuneration
2.2.3.1 and 2.2.3.2
Recommendation 8.3 Reporting on Principle 8
1.2 and 2.2
Venture Minerals Limited | 63
Corporate Governance Statement (continued)
1.1 Role of the Board
The Board‟s role is to govern the Company rather than to manage it. In governing the Company, the Directors must
act in the best interests of the Company as a whole. It is the role of senior management to manage the Company
in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the
activities of management in carrying out these delegated duties.
In carrying out its governance role, the main task of the Board is to drive the performance of the Company. The
Board must also ensure that the Company complies with all of its contractual, statutory and any other legal
obligations, including the requirements of any regulatory body. The Board has the final responsibility for the
successful operations of the Company.
To assist the Board carry out its functions, it has developed a Code of Conduct to guide the Directors, the Chief
Executive Officer, the Chief Financial Officer and other key executives in the performance of their roles. A copy is
available for inspection on the Company‟s website.
1.2 Composition of the Board
To add value to the Company the Board has been formed so that it has effective composition, size and commitment
to adequately discharge its responsibilities and duties given its current size and scale of operations. The names of
the Directors and their qualifications and experience are stated in the Directors‟ Report along with the term of
office held by each of the Directors. Directors are appointed based on the specific skills required by the Company
and on their decision-making and judgment skills.
The Company recognises the importance of Non-Executive Directors and the external perspective and advice that
Non-Executive Directors can offer. Mr M Ashton, Mr B McFadzean and Mr John Jetter are Non-Executive Directors,
and are independent directors as they meet the following criteria for independence adopted by the Company.
An Independent Director is a Non-Executive Director and:
is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a
substantial shareholder of the Company;
within the last three years has not been employed in an executive capacity by the Company or another
group member, or been a Director after ceasing to hold any such employment;
within the last three years has not been a principal of a material professional adviser or a material
consultant to the Company or another group member. Or an employee materially associated with the
service provided;
is not a material supplier or customer of the Company or another group member, or an officer of or
otherwise associated directly or indirectly with a material supplier or customer;
has no material contractual relationship with the Company or other group member other than as a Director
of the Company;
has not served on the Board for a period which could, or could reasonably be perceived to, materially
interfere with the Director‟s ability to act in the best interests of the Company; and
is free from any interest and any business or other relationship which could, or could reasonably be
perceived to, materially interfere with the Director‟s ability to act in the best interests of the Company.
Material is defined as being where the relationship accounts for more than two per cent of consolidated gross
expenditure per annum of the Company.
Mr B McFadzean is a Non-Executive Director of the Company and meets the Company‟s criteria for independence.
His experience and knowledge of the Company makes his contribution to the Board such that it is appropriate for
him to remain on the Board.
Mr J Jetter is a Non-Executive Director of the Company and meets the Company‟s criteria for independence. His
experience and knowledge of the Company makes his contribution to the Board such that it is appropriate for him
to remain on the Board.
Mr M Ashton is the Non-Executive Chairman of the Company and meets the Company‟s criteria for independence.
His experience and knowledge of the Company makes his contribution to the Board such that it is appropriate for
him to remain on the Board.
Mr H Halliday is an Executive Director of the Company and does not meet the Company‟s criteria for
independence. However, his experience and knowledge of the Company makes his contribution to the Board such
that it is appropriate for him to remain on the Board.
Mr A Radonjic is an Executive Director of the Company and does not meet the Company‟s criteria for
independence. However, his experience and knowledge of the Company makes his contribution to the Board such
that it is appropriate for him to remain on the Board.
Venture Minerals Limited | 64
Corporate Governance Statement (continued)
1.3 Responsibilities of the Board
In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies,
practices, management and operations of the Company. It is required to do all things that may be necessary to be
done in order to carry out the objectives of the Company.
Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board
include the following. Leadership of the Organisation: overseeing the Company and establishing codes that reflect
the values of the Company and guide the conduct of the Board.
Strategy Formulation: to set and review the overall strategy and goals for the Company and ensuring that
there are policies in place to govern the operation of the Company.
Overseeing Planning Activities: the development of the Company‟s strategic plan.
Shareholder Liaison: ensuring effective communications with shareholders through an appropriate
communications policy and promoting participation at general meetings of the Company.
Monitoring, Compliance and Risk Management: the development of the Company‟s risk management,
compliance, control and accountability systems and monitoring and directing the financial and operational
performance of the Company.
Company Finances: approving expenses and approving and monitoring acquisitions, divestitures and
financial and other reporting.
Human Resources: appointing, and, where appropriate, removing the Chief Executive Officer (CEO) and
Chief Financial Officer (CFO) as well as reviewing the performance of the CEO and monitoring the
performance of senior management in their implementation of the Company‟s strategy.
Ensuring the Health, Safety and Well-Being of Employees: in conjunction with the senior management team,
developing, overseeing and reviewing the effectiveness of the Company‟s occupational health and safety
systems to ensure the well-being of all employees.
Delegation of Authority: delegating appropriate powers to the CEO to ensure the effective day-to-day
management of the Company and establishing and determining the powers and functions of the Committees
of the Board.
Full details of the Board‟s role and responsibilities are contained in the Board Charter, a copy of which is available
for inspection on the Company‟s website.
Board Policies
1.4
1.4.1 Conflicts of Interest
Directors must:
disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to
exist between the interests of the Director and the interests of any other parties in carrying out the activities
of the Company; and
if requested by the Board, within seven days or such further period as may be permitted, take such
necessary and reasonable steps to remove any conflict of interest.
If a Director cannot or is unwilling to remove a conflict of interest then the Director must, as per the Corporations
Act, absent himself or herself from the room when discussion and/or voting occurs on matters about which the
conflict relates.
1.4.2 Commitments
Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a
Director of the Company.
1.4.3 Confidentiality
In accordance with legal requirements and agreed ethical standards, Directors and key executives of the Company
have agreed to keep confidential, information received in the course of the exercise of their duties and will not
disclose non-public information except where disclosure is authorised or legally mandated.
1.4.4 Continuous Disclosure
The Board has designated the Company Secretary as the person responsible for overseeing and coordinating
disclosure of information to the ASX as well as communicating with the ASX. In accordance with the ASX Listing
Rules the Company immediately notifies the ASX of information: concerning the Company that a reasonable person
would expect to have a material effect on the price or value of the Company‟s securities; and
that would, or would be likely to, influence persons who commonly invest in securities in deciding whether to
acquire or dispose of the Company‟s securities.
The Company has a Continuous Disclosure Policy which is available for inspection on the Company‟s website.
Venture Minerals Limited | 65
Corporate Governance Statement (continued)
1.4.5 Education and Induction
It is the policy of the Company that new Directors undergo an induction process in which they are given a full
briefing on the Company. Where possible this includes meetings with key executives, tours of the premises, an
induction package and presentations. Information conveyed to new Directors include:
details of the roles and responsibilities of a Director;
formal policies on Director appointment as well as conduct and contribution expectations;
access to a copy of the Board Charter;
guidelines on how the Board processes function;
details of past, recent and likely future developments relating to the Board;
background information on and contact information for key people in the organisation;
an analysis of the Company;
a synopsis of the current strategic direction of the Company; and
a copy of the Constitution of the Company.
In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo
continual professional development. Specifically, Directors are provided with the resources and training to address
skills gaps where they are identified.
1.4.6 Independent Professional Advice
The Board collectively and each Director has the right to seek independent professional advice at the Company‟s
expense, up to specified limits, to assist them to carry out their responsibilities.
1.4.7 Related Party Transactions
Related party transactions include any financial transaction between a Director and the Company. Unless there is
an exemption under the Corporations Act from the requirement to obtain shareholder approval for the related
party transaction, the Board cannot approve the transaction.
1.4.8 Shareholder Communication
The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the
Company is committed to:
communicating effectively with shareholders through releases to the market via ASX, information mailed to
shareholders and the general meetings of the Company;
giving shareholders ready access to balanced and understandable information about the Company and
corporate proposals;
making it easy for shareholders to participate in general meetings of the Company; and
requesting the external auditor to attend the annual general meeting and be available to answer
shareholder questions about the conduct of the audit and the preparation and content of the auditor‟s
report.
The Company also makes available a telephone number and email address for shareholders to make enquiries of
the Company. The Company has a Shareholder Communication Policy which is available for inspection on the
Company‟s website.
1.4.9 Trading in Company Shares
The Company has had a formal Share Trading Policy in place since September 2006 and was recently updated in
December 2010. A copy of the policy is available for inspection on the Company‟s website.
1.4.10 Performance Review/Evaluation
It is the policy of the Board to conduct annual evaluations of its effectiveness and that of individual Directors. Each
Directors performance is appraised personally by the Chairman and in a meeting led by the other independent
Director, the Chairman‟s performance is assessed.
The evaluation process in the current year was overseen by the Chairman. The evaluation process of the Chairman
was led by another independent Director in conjunction with the Managing Director. The objective of this
evaluation is to provide best practice corporate governance to the Company.
Board Committees
2.
2.1 Audit and Risk Management Committee
Due to the size and scale of operations of the Company the full Board undertakes the role of the Audit and Risk
Management Committee. As the full Board undertakes the role of the Audit and Risk Management Committee, no
formal Charter has been adopted however below is a summary of the role and responsibilities of an Audit and
Risk Management Committee.
Venture Minerals Limited | 66
Corporate Governance Statement (continued)
2.1.1 Role
The Audit and Risk Management Committee is responsible for reviewing the integrity of the Company‟s financial
reporting and overseeing the independence of the external auditors.
As the whole Board only consists of five (5) members, the Company does not have an audit committee because it
would not be a more efficient mechanism than the full Board for focusing the Company on specific issues and an
audit and risk management committee cannot be justified based on a cost-benefit analysis. However, in
accordance with the ASX Listing Rules, the Company is moving towards establishing an audit and risk management
committee consisting primarily of Independent Directors.
In the absence of an audit and risk management committee, the Board sets aside time to deal with issues and
responsibilities usually delegated to the audit committee to ensure the integrity of the financial statements of the
Company and the independence of the external auditor.
2.1.2 Responsibilities
The Audit and Risk Management Committee reviews the audited annual and half-yearly financial statements and
any reports which accompany published financial statements and recommends their approval to the members.
The Audit and Risk Management Committee each year reviews the appointment of the external auditor, their
independence, the audit fee, and any questions of resignation or dismissal.
The Audit and Risk Management Committee or is also responsible for establishing policies on risk oversight and
management.
2.1.3 Risk Management Policies
The Board‟s Charter clearly establishes that it is responsible for ensuring there is a good sound system for
overseeing and managing risk. Due to the size and scale of operations, risk management issues are considered by
the Board as a whole.
A risk management plan has been developed and implemented by Venture. The plan provides a framework for
systematically understanding and identifying the types of business risks threatening Venture as a whole and on
specific business activities within the Company. A risk register has been developed through the implementation and
review of the risk management plan which has identified material business risks of the Company. The risk register
also provides the controls in place to mitigate the material business risks and management‟s assessment of residual
risk.
The board believes that it has a thorough understanding of the Company‟s key risks and is managing them
appropriately. The board is responsible for reviewing annually its risk management system. This includes reviewing
operational, financial, compliance, systems and risk management procedures.
The Company‟s risk management plan was reviewed by management during the period and is considered
appropriate for the Company in its current exploration and feasibility stage.
A copy of the company‟s risk management statement is available from the corporate governance section of the
company‟s website.
On 26 September 2014 Mr Hamish Halliday (Managing Director) and Mr Jon Grygorcewicz (Company Secretary
& Chief Financial Officer) provided the Board with a declaration in accordance with S295A of the Corporations
Act that the financial statements are founded on a sound system of risk management and internal compliance. Their
statement assured the Board that the risk management and internal compliance and control system is operating
efficiently and effectively in all material respects.
2.2 Remuneration Committee
During the year, the Board established a Remuneration Committee for focussing on issues relevant to the
Company‟s remuneration strategies.
The Company has adopted a Remuneration Committee Charter which is available for inspection on the Company‟s
website, however below is a summary of the role and responsibilities of a Remuneration Committee.
There were two Remuneration Committee meetings held during the current year.
Venture Minerals Limited | 67
Corporate Governance Statement (continued)
2.2.1 Role and responsibilities
The role of a Remuneration Committee is to assist the Board in fulfilling its responsibilities in respect of establishing
appropriate remuneration levels and incentive policies for employees.
The responsibilities of a Remuneration Committee include setting policies for senior officers‟ remuneration, setting
the terms and conditions of employment for the Executive Directors, reviewing and making recommendations to the
Board on the Company‟s incentive schemes and superannuation arrangements, reviewing the remuneration of both
Executive and Non-Executive Directors and making recommendations on any proposed changes and undertaking
reviews of the Managing Director‟s performance, including, setting with the Managing Director goals and
reviewing progress in achieving those goals.
The Remuneration Committee comprises of four Directors with a majority independent and the Chair independent.
The members of the Remuneration Committee are Mr M Ashton (Chairman), Mr B McFadzean, Mr J Jetter and Mr H
Halliday. All details of the members‟ qualifications can be found in the Directors Report.
2.2.3 Remuneration Policy
Executive Directors‟ remuneration are agreed in Executive Services Agreements dated 17 July 2014. The
Executive Services Agreement provides for the Board to adopt a short term incentive plan on an annual basis.
Non-Executive Directors‟ remuneration was agreed by Director Resolution on the 25 May 2010.
2.2.3.1 Senior Executive Remuneration Policy
The Company is committed to remunerating its senior executives in a manner that is market-competitive and
consistent with best practice as well as supporting the interests of shareholders. A Senior Executive Remuneration
Policy and Framework has been established with the aim of achieving a balance between fixed and incentive pay
aligned to Company performance objectives which are appropriate to the Company‟s circumstances. The
remuneration of senior executive may be comprised of the following:
fixed salary that is determined from a review of the market and reflects core performance requirements
and expectations;
short term incentives designed to reward actual achievement by the individual of specific performance
objectives which are aligned to materially improved Company performance measured over a 12 month
period;
long term incentives which include participation in any share/option scheme within the thresholds of the
Remuneration Framework which incentives senior executives to pursue long–term growth and success of the
Company;
statutory superannuation.
By remunerating senior executives through performance and long-term incentive plans in addition to their fixed
remuneration the Company aims to align the interests of senior executives with those of shareholders and increase
Company performance.
The value of shares and options were they to be granted to senior executives would be calculated using the Black
and Scholes method.
The objective behind using this remuneration structure is to drive improved Company performance and thereby
increase shareholder value as well as aligning the interests of executives and shareholders.
The Board may use its discretion with respect to the payment of bonuses, stock options and other incentive
payments.
2.2.3.2 Non-Executive Director Remuneration Policy
Non-Executive Directors are to be paid their fees out of the maximum aggregate amount approved by
shareholders for the remuneration of Non-Executive Directors. Non-Executive Directors do not receive performance
based bonuses however they do participate in option schemes. Non-Executive Directors are entitled to but not
necessarily paid statutory superannuation. Non-Executive Directors are not provided with any retirement benefits
other than superannuation.
2.2.4 Current Director Remuneration
Full details regarding the remuneration of Directors, is included in the Directors‟ Report.
Venture Minerals Limited | 68
Corporate Governance Statement (continued)
2.3 Nomination Committee
2.3.1 Role
The role of a Nomination Committee is to help achieve a structured Board that adds value to the Company by
ensuring an appropriate mix of skills and diversity are present in Directors on the Board at all times. The company
has adopted a Nomination Committee Charter and a Diversity Policy which is available for inspection on the
company‟s website.
As the whole Board only consists of five (5) members, the Company does not have a nomination committee because
it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues.
2.3.2 Responsibilities
The responsibilities of a Nomination Committee would include devising criteria for Board membership, regularly
reviewing the need for various skills and experience on the Board and identifying specific individuals for
nomination as Directors for review by the Board. The Nomination Committee would also oversee management
succession plans including the CEO and his/her direct reports and evaluate the Board‟s performance and make
recommendations for the appointment and removal of Directors. Currently the Board as a whole performs this role.
2.3.3 Criteria for selection of Directors
Directors are appointed based on the specific governance skills required by the Company and ensuring an
appropriate mix of skills and diversity are present. Given the size of the Company and the business that it
operates, the Company aims at all times to have at least one Director with experience appropriate to the
Company‟s target market. In addition, Directors should have the relevant blend of personal experience in
accounting and financial management and Director-level business experience.
Diversity
3.
3.1 Diversity and inclusion
Venture and all its related bodies corporate are committed to workplace diversity in relation to genders, age,
ethnicity and cultural background. The Company recognises the benefits arising from employee and Board
diversity, including a broader pool of high quality employees, improving employee retention, accessing different
perspectives and ideas and benefiting from all available talent. Diversity includes, but is not limited to, gender,
age, ethnicity and cultural background.
3.2 Diversity Policy
The Company has developed a Diversity Policy during the current period which was formally adopted in June
2012. A copy of the policy is available for inspection on the Company‟s website.
3.3 Measurable Objectives for Gender Diversity
Due to the size and nature of the company‟s operations, Venture has yet to establish measurable objectives for
gender diversity.
3.4
Proportion of women employees and board members
As at 30 June 2014, the proportion of women on the Board and in senior management positions was nil. The
proportion of women in our overall workforce was 17% (2013: 22%).
4.
Company Code of Conduct
The Board has decided against the implementation of a code of conduct as it does not believe that it is in the best
interests of its employees or other stakeholders to have what purports to be an exhaustive code of conduct. The
Board feels that such a code may be too prescriptive and not allow the employees the discretion they need to best
serve the Company‟s stakeholders.
Venture Minerals Limited | 69
Schedule of Tenements
As at 17 September 2014
Project
Paulsens South
Harris Bluff
Mount Lindsay
Thailand – Sangkhom
Tenement
E08/1457
E47/1765
EL4788
3M/2012
5M/2012
7M/2012
EL21/2005A
EL45/2010B
EL72/2007
Block 1
Block 2
Note A: EL18/2012 was amalgamated with EL21/2005
Note B: EL17/2012 was amalgamated with EL45/2010
Key
E:
Exploration Licence
EL: Exploration Licence
M: Mining Lease
Interest
100%
100%
51%
100%
100%
100%
100%
100%
100%
Status
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Application
Application
Venture Minerals Limited | 70