Annual Report
30 June 2016
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
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
Contents
Chairman’s Letter to Shareholders
Directors’ Report
Auditor’s Independence Declaration
Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Additional Shareholder Information
Schedule of Mineral Tenements
2016 Annual Report
2
3
30
31
57
58
60
62
Venture Minerals Limited | 1
Chairman’s Letter to Shareholders
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 ended 30 June 2016.
The past twelve months have seen significant progress made at the Company’s projects in South-East
Asia. Having secured granted tenure on two projects in the previous year, our exploration team has
delivered early success in identifying six silver/lead/zinc prospects at Thali and a zinc prospect at
Pak Yang from its surface sampling and mapping programs. The team has defined multiple walk up
drill targets and have finalised details of its maiden drilling program. We now await final approval
from local authorities.
Our exploration team has also secured a number of highly prospective lithium tenements in the
Greenbushes Mineral District. Venture was able to utilize its extensive tin/tantalum database and tin
experience to identify new lithium opportunities and gain exposure to the rapidly growing lithium
market.
During the prior year, the Company suspended its operations at the Riley DSO Project due to the
significant deterioration in the iron ore market. We remain well positioned having received all
necessary approvals and completing pre-production work, to commence production in a relatively
short period of time should the economic environment support a production decision. I once again
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 to realising
value for those projects in the future.
Given the suspension of production at the Riley DSO Project and the broader market conditions
Venture has continued with the substantial cost cutting measures which included voluntary salary
reductions of up to 50% by directors, management and staff. This has allowed Venture to maintain a
strong cash position during this period of volatility in the market.
Venture remains positive about the outlook for the current year and is excited about exploring its
prospects in South East Asia and Western Australia while remaining production ready at the Riley
DSO Project should future iron ore prices support a production decision.
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 2016
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 2016 in order to comply with the
provisions of the Corporations Act 2001.
Directors
1.
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
Non-Executive Chairman
Managing Director
Technical Director
Non-Executive Director
Non-Executive Director
Principal Activities
2.
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.
Group Financial Overview
3.
Profit and Loss
The loss attributable to owners of the consolidated entity after providing for income tax amounted to $3,320,006
(2015: $2,527,053).
Financial Position
The consolidated entity had $2,670,903 in cash and cash equivalents as at 30 June 2016 (2015: $3,260,962). The
Directors believe the consolidated entity is in a sound financial position with sufficient capital to effectively
explore its current landholdings.
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.
Business Strategies & Prospects for the Forthcoming Year
5.
Venture Minerals Limited is focused upon the exploration and development of mineral resources within its
current portfolio of projects in Thailand, Tasmania and Western Australia.
The Group has three granted exploration licences in Thailand. The licences are within two prospects named Pak
Yang and Thali and are located in the highly prospective Loei Belt, which already hosts world class deposits.
Venture has defined multiple “walk up” drill targets at the Thali Project and is now finalising details and timing
for the Company’s maiden drill program. It now awaits approval from local authorities.
The Riley DSO Project has received all necessary environmental approvals and Venture has already completed
extensive pre-production work at Riley. Venture remains in a good position to commence production in a
relatively short period of time should the economic environment support a production decision.
Venture has secured a number of highly prospective lithium tenements in the Greenbushes Mineral District,
which hosts the world class Greenbushes Lithium-Tantalum Mine (produces ~40% of the world’s lithium).
Venture has been focussed on confirming and advancing historical anomalies considered prospective for hard
rock lithium occurrences.
The Company will 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.
Material business risks that may impact the results of future operations include further exploration results,
future commodity prices and funding.
Venture Minerals Limited | 3
Directors’ Report
For the year ended 30 June 2016
Significant Changes in the State of Affairs
6.
The following significant change in the state of affairs of the entity occurred during the financial period:
In December 2015 the Company completed an oversubscribed one for ten rights issue. The rights issue
consisted of 28.7 million new shares at a price of 2.3 cents per share raising a total funds of $0.66 million.
There were no further significant changes in the state of affairs of the Company during the financial year.
Review of Operations
7.
South East Asia
Venture continues to progress its strategy of targeting South East Asia for exploration opportunities. Venture has
identified an extensive belt of “skarn style” mineralisation throughout the region and continues to target base and
precious metal opportunities.
Venture has established a low cost regional office in Bangkok and continues to build a cost effective portfolio of
exploration projects over the medium term. The Company has had licenses granted over two project areas in
Thailand (Pak Yang Project and Thali Project- Refer Figure One) and awaits the granting of several additional licenses
covering two other project areas.
Figure One: Project Map | Thailand
Thali Project (Silver/Lead/Zinc)
Venture delivered early exploration success from targeting its northern Thailand projects. At Thali the Company
has discovered six new silver/lead/zinc prospects (two of which Thali Far East and Thali Far North are subsequent
to year end) from its surface sampling and mapping programs during the year, delivering high grade results with
silver peaking at 1860g/t and lead peaking at 27%. These discoveries have seen Thali grow into a substantial
exploration project which hosts silver/lead/zinc drill targets covering an area of over 260 hectares and extending
over 7.5km of strike (Refer Figure Two).
Venture Minerals Limited | 4
Directors’ Report
For the year ended 30 June 2016
7.
Review of Operations (continued)
Thali Project (Silver/Lead/Zinc) (continued)
Thali Geology
Venture’s geological mapping of the new Thali base metal prospects shows the area is underlain by a mainly
north striking sequence of sedimentary rocks, including limestone, intruded by a series of intermediate to
felsic porphyries, diorite and granite. The observed base metal mineralisation is associated with gossanous
veins and stockwork zones in sericite, silica and sulphide altered igneous rocks (mainly Thali North and
Thali South), and with stockwork veined and sulphide-bearing calc-silicate skarn within the sedimentary
host rocks (especially Thali East and North-East). Regional scale geological mapping suggests the host
sedimentary rocks are of Permian-Triassic age, and the granitic intrusions of Triassic age; the Triassic
granitoid suite is widely associated with base and precious metal deposits within the Loei Belt.
Figure Two: Thali Project contoured soils | Silver (Ag)
In addition to the new silver/lead/zinc discoveries, Venture has also defined a high grade gold zone at Thali
North. The zone extends over a kilometre of strike and hosts numerous surface samples assaying over 10g/t gold,
with peak rock chips results of 57.7g/t, 41.6g/t & 39.3g/t gold (Refer Table One). Gold mineralization is typically
associated with multiple north striking gossanous quartz veins in sericite, silica and sulphide altered igneous
rocks. The mineralized zones also often contain high grade silver and lead and elevated zinc and copper.
Venture Minerals Limited | 5
Directors’ Report
For the year ended 30 June 2016
7.
Table One: Thali Project | Summary of Rock Chip Samples Taken from Thali North
Review of Operations (continued)
Prospect
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Thali North
Sample
SOTL30
SOTL02A*
BJTL24
BJTL46*
SKTL003*
SOTL134A
BJTL29
SOTL05*
BJTL49
SOTL54A
SOTL133
SOTL58
SOTL149
SOTL16*
SOTL144
BJTL47*
BJTL21*
SOTL57A
BJTL28
SOTL04*
BJTL22*
Gold 1
(Au) g/t
57.7
41.6
39.3
30.6
20
15.1
14.4
10.3
9.95
8.61
8.59
8.34
8.25
8.16
7.17
6.99
5.58
5.15
5
4.17
4.02
Silver
(Ag) g/t
49.6
264
14.3
283
1,860
2.1
0.6
296
13.2
1.5
2.3
47.2
11.9
38.3
3.3
656
104.4
43.4
1.9
232
451
Copper
(Cu) %
0.11
0.09
0.04
0.12
0.16
0.01
<0.01
0.41
0.01
<0.01
0.01
0.03
<0.01
0.01
0.04
0.23
0.06
0.07
0.01
0.09
0.33
Lead
(Pb) %
0.06
0.41
0.01
1.3
27
<0.01
<0.01
6.6
0.05
0.02
<0.01
0.22
0.04
0.16
0.01
12
0.69
0.35
<0.01
2.8
11
* Silver & Base metal results have been previously reported. Cu & Pb results rounded to two significant figures, refer to
full table of results in ASX announcement 30 March 2016.
1 For details of the Company’s rights in relation to gold, refer to page 7.
SKTL003 gossanous vein from Thali North breccia zone comprising
mainly secondary lead minerals with relict galena bands, assay 0.2% Cu,
27% Pb and 1,860g/t Ag
BJTL22 gossanous vein from Thali North breccia zone with secondary
copper minerals and relict galena assay 0.3% Cu, 10.7% Pb and 451g/t Ag
Towards the end of the financial year, Venture having defined multiple “walk up” drill targets at the Thali Project
is now finalising details and timing for the Company’s maiden drill program which includes a combination of RC
and diamond drilling targeting the majority of high grade soil anomalies. It now awaits approval from local
authorities.
Venture Minerals Limited | 6
Directors’ Report
For the year ended 30 June 2016
Review of Operations (continued)
7.
Pak Yang Project (Silver/Lead/Zinc/Copper)
The Pak Yang Project is located in the Loei Belt and is situated 20km east of Thali and hosts similar geology and
style of mineralization. Results from the first surface sampling program successfully identified a large zinc
system extending over 2km of strike (Refer Figure Three).
Figure Three: Pak Yang Project | Zinc soil anomaly
The discovery this year was the result of a surface sampling program targeting a sequence of metasediments,
felsic porphyries and stockwork-veined granitoids, which are widely associated with base and precious metal
deposits within the Loei Belt. The initial program identified anomalous zinc and lead, with zinc values peaking at
850ppm in soils. Having defined a significant base metal system the Company has submitted additional soil
samples for silver analysis.
For the coming year, the focus at Pak Yang will centre on additional geological and structural mapping as well as
the extension of known surface mineralization through additional soil sampling.
Tenure and Government Regulations
Venture has granted Prospecting Licenses over the Pak Yang and Thali Projects under which the Company has
the right to prospect for minerals within the Prospecting Licence area. Should the Company discover significant
and economically viable mineralization within either projects, Venture can then apply for an Extraction License
(mining license equivalent) and name which base and/or precious metals the Company is looking to extract.
Venture Minerals Limited | 7
Figure Four: Project Locations, Western Australia
Directors’ Report
For the year ended 30 June 2016
Review of Operations (continued)
7.
Lithium Prospects - Greenbushes Mineral District,
Western Australia
During the year, Venture secured a number of highly
prospective lithium tenements in the Greenbushes Mineral
District (refer to Figure Four), which hosts the world class
Greenbushes Lithium-Tantalum Mine (produces ~40% of
the world’s lithium).
Venture utilized its extensive tin/tantalum database and tin
experience to identify new lithium opportunities and gain
exposure to the rapidly growing lithium market. Often hard
rock lithium prospects have historically been pegmatite
hosted tin/tantalum prospects or mines, as in the case of
Greenbushes. As Venture
reviewed multiple
tin/tantalum projects from numerous jurisdictions over the
past decade, the Company was uniquely placed to identify
new lithium opportunities.
has
Following the new applications Venture is now the largest
land holder in the Greenbushes Mineral District with six
prospects already
identified within the 1,000 square
kilometres of tenure. The identified targets demonstrate
surface geochemistry analogous
the Greenbushes
Lithium-Tantalum Deposit (world’s largest hard rock lithium
mine).
to
Venture has been focussed on confirming and advancing
historical anomalies considered prospective for hard rock
lithium occurrences.
Figure Five: Jasper Prospect Location Map, Western Australia
Subsequent to year end, field checking of the laterite
covered Jasper Prospect in the south of Venture’s tenement
package confirmed the presence of significant tin, tantalum
and niobium anomalism
times
background) covering several square kilometres. This
combination of elements is considered a strong pathfinder
for lithium bearing pegmatites in the Greenbushes Mineral
District.
(approx. 3
to 10
E70/4838
In addition to the distinctive geochemical signature, the
Jasper Prospect (refer to Figure Five) is located immediately
adjacent to the interpreted Darling Range and Donnybrook-
Bridgetown shear zones, structures generally considered
in the
important to the
Greenbushes Mineral District. Venture is now advancing
the prospect to a “drill ready” stage and now awaits
granting of tenure before moving forward on further
exploration.
localisation of pegmatites
Venture Minerals Limited | 8
Directors’ Report
For the year ended 30 June 2016
Review of Operations (continued)
7.
Pre-development projects
Tasmanian Operations
The 100% owned Tasmanian Operations are located in northwest Tasmania (Refer Figure Six) approximately
125km south, by sealed road, from the Port of Burnie. The tenement exploration area covers 148km2
encompassing the south and eastern 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 Tin Mine (Metals X Ltd/Yunnan Tin Group >231kt of tin metal produced since 1968), Mount
Bischoff and Cleveland. In addition to the tin deposits the granites are also associated with iron deposits (Savage
River Magnetite Mine operating for > 45 years, currently producing approximately 2.5 Mtpa of iron pellets),
nickel deposits (Avebury), and poly-metallic deposits (Rosebery - operating for +75 years).
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 (20kms east) & Rosebery (15kms east-south-east).
The Tasmanian Operations host three projects with the Company’s focus on the Mt Lindsay Tin-Tungsten Project
plus two nearby DSO hematite projects. The three projects that make up the Operations are:
Mt Lindsay Tin-Tungsten Project
Riley DSO Hematite Project
Livingstone DSO Hematite Project
Figure Six: Location Map for Mt Lindsay Tin-Tungsten Deposit/Riley DSO Deposit/Livingstone DSO Deposit
Venture Minerals Limited | 9
Directors’ Report
For the year ended 30 June 2016
Review of Operations (continued)
7.
Mt Lindsay Project, North West Tasmania
Exploration commenced on the project in 2007 for skarn hosted tin-tungsten-magnetite mineralisation. Since
then Venture has completed approximately 83,000m of diamond core drilling and defined JORC compliant
Measured, Indicated and Inferred Resources (Refer Table Two).
The resource base at Mt Lindsay is hosted within two magnetite rich skarns (Main Skarn and the No.2 Skarn)
which extend over a total strike of 2.8kms and remain open at depth. Additional indicated and inferred resources
have been defined at the Reward and Stanley River South Prospects, which extend over an additional 1.1km of
strike.
Tin-Tungsten Resources
Table Two | Resource Statement – Mt Lindsay Tin-Tungsten Project – June 2016
Lower
Cut (Tin
equiv)
0.20%
0.45%
Category
Tonnes
Tin
Equiv.
Grade
Tin
Grade
Tungsten
Grade
(WO3)
Measured
Indicated
Inferred
TOTAL
Measured
Indicated
Inferred
TOTAL
8.1Mt
17Mt
20Mt
45Mt
4.3Mt
5.2Mt
3.9Mt
13Mt
0.6%
0.4%
0.4%
0.4%
0.8%
0.7%
0.6%
0.7%
0.2%
0.2%
0.2%
0.2%
0.3%
0.3%
0.3%
0.3%
0.1%
0.1%
0.1%
0.1%
0.2%
0.2%
0.1%
0.2%
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
Table Three | Resource Statement – Mt Lindsay Tin-Tungsten Project – June 2015
Lower
Cut (Tin
equiv)
0.20%
0.45%
Category
Tonnes
Tin
Equiv.
Grade
Tin
Grade
Tungsten
Grade
(WO3)
Measured
Indicated
Inferred
TOTAL
Measured
Indicated
Inferred
TOTAL
8.1Mt
17Mt
20Mt
45Mt
4.3Mt
5.2Mt
3.9Mt
13Mt
0.6%
0.4%
0.4%
0.4%
0.8%
0.7%
0.6%
0.7%
0.2%
0.2%
0.2%
0.2%
0.3%
0.3%
0.3%
0.3%
0.1%
0.1%
0.1%
0.1%
0.2%
0.2%
0.1%
0.2%
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
Note: Reporting to two significant figures. Figures have been rounded and hence may not add up exactly to the given totals. Full details of the estimate are
in the ASX announcement for the Quarterly Report on 17 October 2012.
Notes:
The Sn equivalent formula used to calculate the Sn equivalent values for the Main and No.2 Skarns is as follows: Sn Equivalent (%) =
Sn% + (WO3% x 1.90459) + (mass recovery % of magnetic Fe x 0.006510) + (Cu% x 0.28019). Whereas for the Sn equivalent formula
used to calculate the Sn equivalent values for the Stanley River South and Reward Skarns is as follows: Sn Equivalent (%) = Sn% +
(WO3% x 1.65217) + (Cu% x 0.34783).
The mass recovery of the magnetic iron is determined mostly by Davis Tube Results (“DTR”).
The Sn equivalent formulae uses a tin metal price of US$23,000/t, an APT (Ammonium Para Tungstate) price of US$380/mtu (1mtu
=10kgs of WO3), a magnetite concentrate price of US$110/t and a copper metal price of US$8,000/t.
Pilot scale metallurgical testwork has been completed on the Main and No.2 Skarns with results indicating the metallurgical recovery
for tin is 72%, for WO3 is 83%, for iron in the form of magnetite is 98% and for copper is 58%. The results of this testwork are stated
in the ASX announcement of August 31 2012.
It is the Company’s opinion that the tin, WO3 and copper as included in the metal equivalent calculations for the Stanley River South
and Reward Skarns have a reasonable potential to be recovered for when the Mt Lindsay Project goes into production.
Venture Minerals Limited | 10
Directors’ Report
For the year ended 30 June 2016
Review of Operations (continued)
7.
Mt Lindsay Exploration
Venture has focussed efforts at Mt Lindsay on identifying additional high grade tin/tungsten targets in close
proximity to the Mt Lindsay Deposit. The low cost exploration work is part of a broader strategy focussed on
identifying high grade mineralization within trucking distance of the existing deposit that has the potential to
further strengthen the economics of the Mt Lindsay Project.
During the year the Company built upon the previous success of defining eight new targets considered
prospective for high grade tin/tungsten mineralization or for copper and nickel mineralization (Refer Figure Seven)
by further programs involving geological and structural mapping targeting both the Mt Ramsay and Stanley Tin
prospects These targets are hosted within the broader skarn units identified throughout the Mt Lindsay area of
which to date only 10% have been drill tested.
Figure Seven: Mt Lindsay - recently identified exploration targets
Venture Minerals Limited | 11
Directors’ Report
For the year ended 30 June 2016
7.
Review of Operations (continued)
Riley DSO Hematite Project, North West Tasmania
The 100% owned Riley DSO Project is located 10km from the Mt Lindsay Deposit (Refer Figure Seven) and occurs as
a hematite rich pisolitic and cemented laterite. The deposit is all at surface, located less than two kilometres from
a sealed road that accesses existing rail and port facilities.
A maiden resource statement of 2mt @ 57% Fe was defined in 2012 (refer to Table Four) which resulted in the
Company doubling its overall DSO resource base, including the Livingstone Deposit, to 4.4mt @ 57% Fe.
Table Four: Resource Statement - Riley DSO Project Tasmania – June 2016
Resource
Tonnes
Fe (%)
Fe (%) Calcined
SiO2 (%)
Al2O3 (%)
P (%)
S (%)
Cr (%)
LOI (%)
Indicated
2.0mt
57
61
3.7
2.6
0.03
0.08
2.8
7.7
*Refer to ASX announcement on 26 July 2012.
Table Five: Resource Statement - Riley DSO Project Tasmania - June 2015
Resource
Tonnes
Fe (%)
Fe (%) Calcined
SiO2 (%)
Al2O3 (%)
P (%)
S (%)
Cr (%)
LOI (%)
Indicated
2.0mt
57
61
3.7
2.6
0.03
0.08
2.8
7.7
*Refer to ASX announcement on 26 July 2012.
Following completion of the resource Venture engaged independent mining engineers, Rock Team to complete
mining studies on the deposit and produce a reserve statement. With all the hematite resources at Riley located
at or near surface, the study delivered a 90% conversion rate of resource to reserve (refer to Table Six).
Table Six: Reserve Statement - Riley DSO Project Tasmania - June 2016
Reserve
Tonnes
Fe (%)
Fe (%) Calcined
SiO2 (%)
Al2O3 (%)
P (%)
S (%)
Cr (%)
LOI (%)
Probable
1.8mt
57
61
3.7
2.6
0.03
0.07
2.8
7.8
*Refer to ASX announcement on 26 July 2012.
Table Seven: Reserve Statement - Riley DSO Project Tasmania - June 2015
Reserve
Tonnes
Fe (%)
Fe (%) Calcined
SiO2 (%)
Al2O3 (%)
P (%)
S (%)
Cr (%)
LOI (%)
Probable
1.8mt
57
61
3.7
2.6
0.03
0.07
2.8
7.8
*Refer to ASX announcement on 26 July 2012.
Following the Federal Court’s dismissal of the appeal against the environmental approvals for the Riley DSO
Project, the Company has unencumbered approvals for any future development of the Riley iron ore mine. The
Federal Court decision in both the original case and the recent appeal awarded costs in favour of Venture. The
Company will continue to actively seek the recovery of all legal costs associated with both cases.
Venture Minerals Limited | 12
Directors’ Report
For the year ended 30 June 2016
Review of Operations (continued)
7.
Riley DSO Hematite Project, North West Tasmania (continued)
The Company continues to maintain to meet the requirements of the Care and Maintenance Plan (“CMP”)
approved by the Environment Protection Authority on 24 September 2014. The CMP fulfils the requirements of
the development approvals granted at the Riley DSO Project. These activities include but are not limited to
erosion control, surface and ground water quality monitoring, recording sightings of EPBC species, control and
prevention of weed species, removal of roadkill and, checking and servicing of camera traps.
During the financial year, the Riley DSO Project remained on hold due to the sharp fall in iron ore prices over the
past 2 years. Although the Company made the decision to suspend operations in August 2014, Venture had
already completed extensive pre-production work at the Riley Project putting in place all the necessary
requirements to commence mining. This work has placed Venture in a strong position should the iron ore price
improve and afford the Company the opportunity to commence production with relatively short notice.
Subsequent to year end, the iron ore market has strengthened with the price rallying off its lows. The Company
will continue to watch the market closely and look for both the stabilization and consolidation of the price before
considering any future production decision at the Riley Project.
Livingstone DSO Hematite Project, North West Tasmania
Located only 3.5km from the Company’s flagship Mt Lindsay Tin-Tungsten Deposit is the 100% owned
Livingstone DSO Hematite Deposit (refer Figure Seven). 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 2011, which was followed by a
positive and robust scoping study. Additional work later in 2011 included blending and sizing testwork and
preliminary mining studies, all of which delivered positive results.
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.
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 Livingstone DSO Resource and Reserve statements are detailed in Tables 8 and 10.
Table Eight: Resource Statement Livingstone DSO Project Tasmania - June 2016
Resource
Tonnes
Fe (%)
Fe (%) Calcined
SiO2 (%)
Al2O3 (%)
P (%)
S (%)
LOI (%)
Indicated
2.4mt
57
61
5.4
1.9
0.07
0.05
7.0
*Refer to ASX announcement on 26 July 2012.
Table Nine: Resource Statement Livingstone DSO Project Tasmania - June 2015
Resource
Tonnes
Fe (%)
Fe (%) Calcined
SiO2 (%)
Al2O3 (%)
P (%)
S (%)
LOI (%)
Indicated
2.4mt
57
61
5.4
1.9
0.07
0.05
7.0
*Refer to ASX announcement on 26 July 2012.
Venture Minerals Limited | 13
Directors’ Report
For the year ended 30 June 2016
Review of Operations (continued)
7.
Livingstone DSO Hematite Project, North West Tasmania (continued)
Table Ten: Reserve Statement - Livingstone DSO Project Tasmania – June 2016
Reserve
Probable
Tonnes
2.2mt
Fe (%)
Fe (%) Calcined
SiO2 (%)
Al2O3 (%)
57
62
5.3
1.9
P (%)
0.08
S (%)
0.03
LOI (%)
7.1
*Refer to ASX announcement on 26 July 2012.
Table Eleven: Reserve Statement - Livingstone DSO Project Tasmania – June 2015
Reserve
Probable
Tonnes
Fe (%)
Fe (%) Calcined
SiO2 (%)
Al2O3 (%)
P (%)
S (%)
LOI (%)
2.2mt
57
62
5.3
1.9
0.08
0.03
7.1
*Refer to ASX announcement on 26 July 2012.
Results from a preliminary screening program demonstrated that significant beneficiation of clay-rich gossanous
material at Livingstone to +58% Fe grades should be possible in many cases. The next steps involve further
testwork, followed by detailed evaluation and modelling that will be required to calculate whether a significant
tonnage could be added to the DSO resources at similar grades or whether an appreciable upgrade in the iron
grade of the current resource could be achieved.
Corporate Governance and Internal Controls
Venture ensures that the Mineral Resource and Ore Reserve estimates are subject to appropriate levels of
governance and internal controls. The Company periodically reviews the governance framework in line with the
expansion and development of the business.
The Mineral Resource estimates are prepared internally by highly competent and qualified professionals. The
Competent Person named by the Company is a Member of The Australasian Institute of Mining and Metallurgy.
Internal reviews are carried out on the quality of the database and geological models prior to estimation.
Ore Reserve estimates are prepared by independent external consultants who are highly competent and qualified
professionals. The Competent Person named by the Company is a Member of The Australasian Institute of Mining
and Metallurgy. Internal and external reviews are carried out on the quality of the database and geological
models prior to estimation.
8.
Matters Subsequent to the End of the Financial Year
No matter or circumstances has arisen since 30 June 2016 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 its mineral exploration activity at and around its exploration projects in South East
Asia, Western Australia and Tasmania with the object of identifying commercial resources.
The Company will continue to monitor the iron ore price and exchange rates and will remain production ready at
the Riley DSO Hematite project in Tasmania. Should there be a favourable movement in the project economics,
the Company is in a position to commence production with relatively short notice.
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 | 14
Directors’ Report
For the year ended 30 June 2016
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 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
0.1 cent options expiring 31 August 2020 1,545,000
Other
Directorships
Gryphon Minerals Limited (since 18 May 2004)
Empired Ltd (since 21 December 2005)
Resource Development Group Limited (9 February 2011 to 30 April 2015)
Renaissance Minerals Limited (25 March 2010 to 17 March 2014)
Mr Hamish Halliday Managing Director - appointed 30 January 2008
BSc (Geology), MAusIMM
Qualifications
Mr Halliday is a Geologist with a Bachelor of Science from the University of Canterbury
Experience
and has over 20 years of corporate and technical experience in the mining industry. Mr
Halliday co-founded Venture Minerals and was instrumental in the acquisition of its
Company’s current tenement portfolio. Mr Halliday has been involved in the discovery
and acquisition of numerous projects over a range of commodities throughout four
continents. Mr Halliday has founded and held executive and non-executive directorships
with a number of successful listed exploration companies including Adamus Resources
Ltd (‘Adamus’). He was CEO of Adamus from its inception through to successful
completion of a feasibility study on its gold project in Ghana which is now in production.
Interest in
Securities
Fully Paid Ordinary Shares
7,342,500
0.1 cent options expiring 31 August 2020 7,045,000
Other
Directorships
Comet Resources Limited (since 16 December 2014)
Renaissance Minerals Limited (since 25 February 2016)
Alicanto Minerals Limited (since 17 March 2016)
Mr Andrew Radonjic Technical Director - appointed 12 May 2006
Qualifications
Experience
BAppSc (Mining Geology), MSc (Mineral Economics), MAusIMM
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
gold 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 in
the development of over 1 million ounces.
Interest in
Securities
2,948,000
Fully Paid Ordinary Shares
0.1 cent options expiring 31 August 2020 4,760,000
Other
Directorships
None
Venture Minerals Limited | 15
Directors’ Report
For the year ended 30 June 2016
10.
Information on Directors and Company Secretaries (continued)
Mr Bruce
McFadzean
Qualifications
Experience
Interest in
Securities
Other
Directorships
Mr John Jetter
Qualifications
Experience
Independent Non-Executive Director - appointed 18 July 2008
Dip. Mining
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 currently is the Managing Director of Sheffield Resources Limited
(‘Sheffield’). Prior to joining Sheffield Mr McFadzean was the Managing Director of
Mawson West Ltd, 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.
0.1 cent options expiring 31 August 2020 1,030,000
Gryphon Minerals Limited (since 19 June 2014)
Indiana Resources Limited (formerly IMX Resources Ltd) (since 30 March 2015)
Sheffield Resources Limited (since 2 November 2015)
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 Chairman of Otto
Energy Limited and Non-Executive Director of Peak Resources Limited.
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.
Interest in
Securities
Fully Paid Ordinary Shares
2,759,000
0.1 cent options expiring 31 August 2020 1,030,000
45 cent Options expiring 18 months after
vesting date. Vesting date being successful
financing for the Mt Lindsay Project.
1,000,000
Other
Directorships
Otto Energy Limited (since 12 December 2007)
Peak Resources Limited (since 1 April 2015)
Venture Minerals Limited | 16
Directors’ Report
For the year ended 30 June 2016
Information on Directors and Company Secretaries (continued)
10.
Company Secretary
Brett Dunnachie - BCom, CA.
Appointed – 20 February 2007
Mr Dunnachie is a Chartered Accountant with over 15 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.
11. Remuneration Report (audited)
The Directors of Venture Minerals Limited are pleased to present your Company’s 2016 remuneration report
which sets out remuneration information for the Non-Executive Directors, Executive Directors and other key
management personnel (“KMP”).
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 2015 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
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Executive Directors
Mr H Halliday
Mr A Radonjic
Managing Director
Technical Director
Other key management personnel
Mr B Dunnachie
Mr G Brock
Mr J Grygorcewicz
Company Secretary (from 24 September 2014)
Chief Operating Officer (until 22 October 2014)
Chief Financial Officer (until 24 September 2014)
All of the key management personnel held their positions for the entire financial year and up to the date of this
report.
Venture Minerals Limited | 17
Directors’ Report
For the year ended 30 June 2016
11. Remuneration Report (continued)
B. Remuneration governance
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 incentives
(“STI”) and long-term incentives (“LTI”), bonuses, superannuation, termination payments and service contracts.
Further information relating to the role of the Remuneration Committee can be found within the Corporate
Governance Report on the Company’s website, refer to
http://www.ventureminerals.com.au/index.php/profile/corporate-governance.
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
The Remuneration Committee has established a remuneration policy and framework to appropriately align
Executive 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 which includes participation in the Company’s shareholder approved equity incentive plans.
The Group has previously undertaken 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 remuneration review previously completed, in light of the current market conditions, in July
2014 the Board, Executive Directors and other key management persons voluntarily reduced their base salaries.
These reductions have continued during the June 2016 financial year, the reductions are as follows;
All Non-Executive Directors and Executive Directors voluntarily reduced their salaries/fees by 20% from
1 July 2014 to 31 March 2015; and
From 1 April 2015 to 30 June 2016, all Non-Executive Directors, Executive Directors and other key
management persons have reduced their salaries/fees by between 30% and 60%.
Further details of the voluntary reductions are noted in Section J of the Remuneration Report.
The voluntary 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 Group conserves cash reserves in order to maintain operational activities
whilst working through volatile market conditions.
Venture Minerals Limited | 18
Directors’ Report
For the year ended 30 June 2016
11. Remuneration Report (continued)
D. Executive remuneration policy and framework (continued)
The Board also endeavors to ensure that the mix of executive compensation between fixed, variable, long-term,
short-term and cash versus equity is appropriate. The group reduces 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.
In addition to the voluntary reduction in salaries, all short term incentives have been waived by the individual.
During the current year, long term incentives have been issued as a cost effective means of incentivizing the
Board, management and staff during the period of voluntary salary reductions. The company intends to
complete a remuneration review in accordance with its current remuneration policy during the June 2017
financial year.
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 2016 financial year.
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 applicable executives also receive a superannuation guarantee contribution
required by the government, which is currently 9.5% 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. The current remuneration framework sets STI
thresholds between 0% and 50% of fixed remuneration.
There are currently no short-term incentives in place and there were no cash bonuses paid out in the current
financial year. The company intends to complete a remuneration review in accordance with its current
remuneration policy during the June 2017 financial year.
Venture Minerals Limited | 19
Directors’ Report
For the year ended 30 June 2016
11. Remuneration Report (continued)
D. Executive remuneration policy and framework (continued)
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.
The current remuneration framework set LTI thresholds between 0% and 75% of fixed remuneration, or to a
maximum multiplier of four times base salary.
E. Relationship between remuneration and Venture Minerals Limited’s performance
Company Performance, Shareholder Wealth & Executive Remuneration
The remuneration policy and framework has been tailored to increase goal congruence between shareholders
and executives. This has been achieved by the issue of short-term and long-term incentives. This structure
rewards executives for both short-term and long-term shareholder wealth development.
The chart below shows the volatility in the company share price over the previous five years. The Company
achieved positive shareholder returns through until mid-2014 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 mid-2014 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 as evidenced by the performance of the S&P Small
Cap Resource Stocks (XSR) detailed below.
Values derived on a base of 100
Venture Minerals Limited | 20
Directors’ Report
For the year ended 30 June 2016
11. Remuneration Report (continued)
E. Relationship between remuneration and Venture Minerals Limited’s performance (continued)
Revenue
Net Loss after tax
Share Price
Dividends
2013
$679,954
2014
$327,493
2015
$174,725
2016
$93,608
($11,935,457)
($5,730,604)
($2,527,053)
($3,320,006)
$0.12
Nil
$0.10
Nil
$0.03
Nil
$0.03
Nil
The Company will continue 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.
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.
From 1 June 2014, the Non-Executive Directors elected to take a 20% reduction in fees. Further, from 1 April
2015 the Non-Executive Directors took a further 50% reduction with the overall reduction totalling 60% of their
fees. This fee reduction remained in place through to 30 June 2016. The fee reduction is 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 operational activities during volatile market conditions.
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.
G. Voting and comments made at the company’s 2015 Annual General Meeting
The Group received more than 99.3% (2014: 97.2%) of “Yes” votes on its remuneration report for the 2015
financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its
remuneration practices.
Venture Minerals Limited | 21
Directors’ Report
For the year ended 30 June 2016
11. Remuneration Report (continued)
H. Details of Remuneration
Details of the remuneration of the Directors 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
Incentives
Cash
Salary &
Fees
Consulting
Fees
Other
Amounts
Super-
annuation
Eligible
Termination
Payments
Non-Cash
Long Term
IncentivesA
Total
$
2016
Non-Executive
Directors
Mr M Ashton
Mr J Jetter
Mr B McFadzean
Executive
Directors
Mr H Halliday
Mr A Radonjic
Group Executives
Mr B Dunnachie
Total
Remuneration
2015
Non-Executive
Directors
Mr M Ashton
Mr J Jetter
Mr B McFadzean
Executive
Directors
Mr H Halliday
Mr A Radonjic
Group Executives
M G BrockB
Mr J GrygorcewiczC
Mr B DunnachieD
Total
Remuneration
30,000
20,000
18,968
-
-
-
-
-
-
1,671
1,671
1,671
-
-
1,802
-
-
-
33,990
22,660
22,660
65,661
44,331
45,101
145,385
155,769
45,960
416,082
-
-
-
-
-
-
1,671
1,671
13,812
19,292
-
-
154,990
104,720
315,858
281,452
-
1,671
-
-
42,130
89,761
-
10,026
34,906
-
381,150
842,164
52,500
35,000
32,596
-
-
-
-
-
-
2,848
2,848
2,848
-
-
3,097
-
-
-
-
-
-
55,348
37,848
38,541
234,154
198,646
76,030
59,171
63,195
751,292
-
-
-
-
-
-
-
-
2,848
2,848
22,245
18,871
-
-
-
-
259,247
220,365
-
-
-
-
-
-
7,059
3,815
-
72,980
33,462
-
-
-
-
156,069
96,448
63,195
-
14,240
55,087
106,442
-
927,061
A: The fair value of the options is calculated at the date of grant using a Black-Scholes model. Refer to Section I for further details of
options issued during the June 2016 financial year.
B: Mr G Brock ceased employment on 22 October 2014
C: Mr J Grygorcewicz ceased employment on 24 September 2014
D: Mr B Dunnachie became key management on 24 September 2014
Venture Minerals Limited | 22
Directors’ Report
For the year ended 30 June 2016
11. Remuneration Report (continued)
I Details of Share Based Payments and Bonuses
There were no bonuses issued or paid during the year.
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 tables show 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.
During the current financial year, incentive options have been issued to Directors and other key management
personnel. The options were issued to incentivise Directors, staff and management and as partial compensation
for the forfeited salaries resulting from the voluntary pay reductions which were implemented in June 2014
and that still remain in place at the date of this report. The options that were issued to Directors were
approved by shareholders at the Company’s 2015 Annual General Meeting held 30 November 2015. The
Company received a vote of more than 98% for on all resolutions relating to the issue of options. Further
details of options issued to Directors and key management personnel are as follows:
Granted No.
Options Value
that form Part of
Remuneration
$
Total
Remuneration
Represented by
Options
Exercised
No.
Other
changes
No.
Lapsed
No.
30 June 2016
Non-Executive Directors
Mr M Ashton
Mr B McFadzean
Mr J Jetter
Executive Directors
Mr H Halliday
Mr A Radonjic
1,545,000
1,030,000
1,030,000
7,045,000
4,760,000
Other key management personnel
Mr B Dunnachie
1,915,000
30 June 2015
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 BrockA
Mr J GrygorcewiczB
Mr B DunnachieC
-
-
-
-
-
-
-
-
33,990
22,660
22,660
154,990
104,720
51.8%
51.1%
50.2%
49.1%
37.2%
42,130
46.9%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(750,000)
(750,000)
(750,000)
(3,000,000)
(1,500,000)
(750,000)
-
-
A: Mr G Brock ceased employment on 22 October 2014
B: Mr J Grygorcewicz ceased employment on 24 September 2014
C: Mr B Dunnachie became key management on 24 September 2014
Venture Minerals Limited | 23
Directors’ Report
For the year ended 30 June 2016
11. Remuneration Report (continued)
I Details of Share Based Payments and Bonuses (continued)
Director/Executive
Issue Date
Expiry Date
% Vested in
Year
Exercise Price
30 June 2016
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
Mr J Jetter
Mr B Dunnachie
30 June 2015
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
Mr J Jetter
Mr G Brock
Mr J Grygorcewicz
24 Dec 15
24 Dec 15
24 Dec 15
24 Dec 15
24 Dec 15
24 Dec 15
21 Aug 20
21 Aug 20
21 Aug 20
21 Aug 20
21 Aug 20
21 Aug 20
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$0.001
$0.001
$0.001
$0.001
$0.001
$0.001
-
-
-
-
-
-
-
Number of
Options
1,545,000
7,045,000
4,760,000
1,030,000
1,030,000
1,915,000
-
-
-
-
-
-
-
The assessed fair value at grant date of options granted is allocated equally over the period from grant date to
estimated 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.
Venture Minerals Limited | 24
Directors’ Report
For the year ended 30 June 2016
11. Remuneration Report (continued)
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 salaryA (per
Agreement)
Current base
salaryB (after
voluntary
reduction)
Termination
benefit
Mr M Ashton
Non-Executive Chairman
Mr J Jetter
Non-Executive Director
Mr B McFadzean
Non-Executive Director
Mr H Halliday
Managing Director
Mr A Radonjic
Technical Director
Mr B Dunnachie
Company Secretary
No fixed term
$75,000
$30,000
No fixed term
$50,000
$20,000
No fixed term
$50,000
$20,000
No termination
benefits
No termination
benefits
No termination
benefits
No fixed term
$354,250
$153,300
6 months
No fixed term
$288,850
$164,250
6 months
No fixed term
$114,900
$45,960
3 months
A: Includes superannuation
B: The Directors and other management personnel have agreed to voluntary reductions from 1 July 2014. Current voluntary reductions
from 1 April 2015 are between 30% to 60% of the base salary and remain in place to the date of this report.
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 | 25
Directors’ Report
For the year ended 30 June 2016
11. Remuneration Report (continued)
K.
(I) Option holdings
Equity instruments held by key management personnel (continued)
Balance
at start of
the year
Granted as
remuneration
Exercised
Other
changes
Balance at
end of the
year
Vested and
exercisable
30 June 2016
Directors of Venture Minerals Limited
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
Mr J Jetter
-
-
-
-
1,000,000
1,545,000
7,045,000
4,760,000
1,030,000
1,030,000
Other key management personnel
-
Mr B Dunnachie
1,915,000
30 June 2015
Directors of Venture Minerals Limited
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
Mr J Jetter
750,000
3,000,000
1,500,000
750,000
1,750,000
Other key management personnel
750,000
Mr G Brock
-
Mr J Grygorcewicz
-
Mr B Dunnachie
-
-
-
-
-
-
-
-
A: Mr G Brock ceased employment on 22 October 2014
(II) Share holdings
-
-
-
-
-
-
-
-
-
-
-
-
1,545,000
7,045,000
4,760,000
1,030,000
2,030,000
1,545,000
7,045,000
4,760,000
1,030,000
1,030,000
1,915,000
1,915,000
-
(750,000)
- (3,000,000)
- (1,500,000)
(750,000)
-
(750,000)
-
-
-
-
-
1,000,000
-
-
-
(750,000)A
-
-
-
-
-
-
-
-
-
-
-
-
-
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.
2016
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
1,500,000
6,675,000
2,679,999
-
2,759,000
Other key management
Mr B Dunnachie
personnel
-
-
-
-
-
-
-
-
667,500
268,001
-
-
1,500,000
7,342,500
2,948,000
-
2,759,000
-
-
Venture Minerals Limited | 26
Directors’ Report
For the year ended 30 June 2016
11. Remuneration Report (continued)
K. Equity instruments held by key management personnel (continued)
(II) Share holdings (continued)
2015
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
1,500,000
6,675,000
2,679,999
-
2,759,000
Other key management
Mr G BrockA
personnel
Mr J GrygorcewiczB
Mr B DunnachieC
50,000
242,369
-
A: Mr G Brock ceased employment on 22 October 2014
B: Mr J Grygorcewicz ceased employment on 24 September 2014
C: Mr B Dunnachie became key management on 24 September 2014
-
-
-
-
-
-
-
-
-
-
-
-
-
1,500,000
6,675,000
2,679,999
-
2,759,000
(50,000)
(242,369)
-
-
-
-
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
Directors, Mr M Ashton and Mr B McFadzean are both Non-Executive Directors of Gryphon Minerals
Limited which share office and administration service costs on normal commercial terms and
conditions. Mr H Halliday is a Non-Executive Director of Renaissance Minerals Limited and Alicanto
Minerals Limited which share either office and/or administration service costs on normal
commercial terms and conditions.
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 Gryphon Minerals Limited
Recharges to Renaissance Minerals Limited
Recharges to Alicanto 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 Pty Limited
End of remuneration report.
2016
$
2015
$
3,743
20,968
8,103
39,550
-
-
24,911
-
18,123
-
Venture Minerals Limited | 27
Directors’ Report
For the year ended 30 June 2016
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
24 Dec 15
15 Aug 12
15 Aug 12
28 Sep 12
Expiry Date
31 Aug 20
See “note A”
See “note B”
See “note C”
Exercise Price
0.1 cents
50.0 cents
55.0 cents
45.0 cents
Number under Option
23,714,000
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
During the year ending 30 June 2016, 583,000 ordinary shares of Venture Minerals Limited were
issued on the exercise of options granted (2015: Nil).
13.
Insurance of Officers
During the financial year, Venture Minerals Limited paid a premium of $10,026 (2015: $14,240) 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.
14. Meetings of Directors
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
Number Eligible to
Attend
Meetings
Attended
6
6
6
6
6
6
6
6
5
6
Remuneration Committee
meetings
Number
Eligible to
Attend
-
-
-
-
-
Meetings
Attended
-
-
-
-
-
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.
Venture Minerals Limited | 28
Directors’ Report
For the year ended 30 June 2016
15. Environmental Regulation
The Group’s activities are subject to the relevant environmental protection
legislation
(Commonwealth and State) 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.
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 2016 has been received and
can be found on page 30 of the Directors’ report. No fees were paid or payable to the auditors for
non-assurance services performed during the year ended 30 June 2016 (2015: nil).
Signed in accordance with a resolution of the Board of Directors.
Hamish Halliday
Managing Director
Perth, Western Australia, 29 September 2016
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 | 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
32
33
34
35
36
57
58
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 14 in the Directors’ report, which is
not part of these financial statements.
The financial statements were authorised for issue by the Directors on 29 September 2016. 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 | 31
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2016
Revenue from continuing operations
Other income
Administrative costs
Consultancy expenses
Employee benefits expense
Share based payment expenses
Occupancy expenses
Compliance and regulatory expenses
Insurance expenses
Depreciation expense
Finance costs
Impairment of plant and equipment
Exploration written off
(Loss) before income tax
Income tax (expense)/benefit
Notes
3(a)
3(b)
4(a)
15
4(b)
4(c)
4(d)
10
6
Consolidated
2016
$
2015
$
93,608
265,509
(203,841)
(153,422)
(296,772)
(534,533)
(114,553)
(62,958)
(37,487)
(44,627)
(27,664)
(805,407)
(1,397,859)
174,725
794,314
(310,539)
(390,492)
(844,896)
-
(148,968)
(72,706)
(56,777)
(65,145)
(31,702)
-
(1,574,867)
(3,320,006)
(2,527,053)
-
-
(Loss) attributable to owners
(3,320,006)
(2,527,053)
Other comprehensive income:
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign
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
(16,489)
-
(3,336,495)
(39,049)
-
(2,566,102)
(1.1)
N/A
(0.9)
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 | 32
Consolidated Statement of Financial Position
As at 30 June 2016
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
Issued capital
Reserves
Accumulated losses
Total Equity
Consolidated
Notes
30 June 2016
$
30 June 2015
$
7
8
8
9
10
11
19
12
19
12
13
15
2,670,903
75,907
2,746,810
523,600
1,034,374
-
1,557,974
3,260,962
65,435
3,326,397
1,079,600
2,016,136
-
3,095,736
4,304,784
6,422,133
187,385
931
249,140
437,456
-
135,234
135,234
160,391
10,674
232,108
403,173
925
99,828
100,753
572,690
503,926
3,732,094
5,918,207
73,012,412
668,588
(69,948,906)
3,732,094
72,383,737
163,370
(66,628,900)
5,918,207
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Venture Minerals Limited | 33
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2016
Consolidated
Contributed
Equity
Accumulated
Losses
$
$
Foreign
Currency
Translation
Reserve
$
Option
Reserve
Total
$
$
Balance at 1 July 2014
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
(65,372,395)
12,357
1,460,610
8,484,309
-
-
-
-
-
-
-
(2,527,053)
-
(2,527,053)
-
(39,049)
(39,049)
-
-
1,270,548
1,270,548
-
-
-
-
-
-
-
-
-
(1,270,548)
(1,270,548)
(2,527,053)
(39,049)
(2,566,102)
-
-
-
-
Balance at 30 June 2015
72,383,737
(66,628,900)
(26,692)
190,062
5,918,207
Balance at 1 July 2015
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
Exercise of options
72,383,737
(66,628,900)
(26,692)
190,062
5,918,207
-
-
-
(3,320,006)
-
(3,320,006)
-
(16,489)
(16,489)
615,849
-
12,826
628,675
-
-
-
-
-
-
-
-
-
-
534,533
(12,826)
521,707
(3,320,006)
(16,489)
(3,336,495)
615,849
534,533
-
1,150,382
Balance at 30 June 2016
73,012,412
(69,948,906)
(43,181)
711,769
3,732,094
The above consolidated statement of changes in equity should be read in conjunction with the accompanying
notes.
Venture Minerals Limited | 34
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2016
Cash Flows from Operating Activities
Payments to suppliers and employees
Interest received
Payments for exploration and evaluation
ATO research & development refund
Other income
Note
Consolidated
2016
2015
$
$
(886,156)
93,212
(1,366,729)
197,980
56,348
(1,611,672)
194,506
(2,325,590)
793,922
-
Net cash (outflow) from operating activities
18
(1,905,345)
(2,948,834)
Cash Flows from Investing Activities
Purchase of property, plant and equipment
Proceeds from the sale of property, plant and equipment
Security deposits returned/(paid)
(1,563)
145,000
556,000
(630,572)
29,091
136,682
Net cash inflow/(outflow) from investing activities
699,437
(464,799)
Cash Flows from Financing Activities
Proceeds from issue of shares and other equity securities
Share issue transaction costs
Net cash inflow from financing activities
661,419
(45,570)
615,849
-
-
-
Net (decrease) in cash and cash equivalents
(590,059)
(3,413,633)
Cash and cash equivalents at the start of the year
3,260,962
6,674,595
Cash and cash equivalents at the end of the year
7
2,670,903
3,260,962
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 | 35
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
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’).
(a) Basis of Preparation
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 under the historical cost convention, as modified by the
revaluation of available for sale financial assets.
(b) Principles of Consolidation
(i) Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of the consolidated entity as
at 30 June 2016 and the results of the parent and all subsidiaries for the year then ended.
Subsidiaries are all 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 | 36
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
1.
Summary of Significant Accounting Policies (continued)
(b) Principles of Consolidation (continued)
Joint operations
(iii)
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.
(e) Revenue recognition
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 | 37
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
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 | 38
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
1.
Summary of Significant Accounting Policies (continued)
(i) Cash and cash equivalents
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.
(k) Exploration and evaluation expenditure
The new exploration and evaluation expenditure accounting policy is to expense expenditure as incurred other
than for the capitalisation of acquisition costs.
(l) Property, plant and equipment
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.
(n) Provisions
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.
Venture Minerals Limited | 39
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
1.
Summary of Significant Accounting Policies (continued)
(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.
Other long-term employee benefit obligations
(ii)
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.
(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 | 40
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
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.
(s) New and amended standards and interpretations
A number of new standards, amendments to standards and interpretations issued by the AASB which are not yet
mandatorily applicable to the group have not been applied in preparing these consolidated financial statements.
Those which may be relevant to the group are set out below. The group does not plan to adopt these standards
early.
(i)
AASB 9 Financial Instruments and associated Amending Standards (applicable for annual reporting period
commencing 1 January 2018)
The Standard will be applicable retrospectively (subject to the comment on hedge accounting below) and
includes revised requirements for the classification and measurement of financial instruments, revised
recognition and derecognition requirements for financial instruments and simplified requirements for
hedge accounting.
Key changes made to this standard that may affect the Group on initial application include certain
simplifications to the classification of financial assets, simplifications to the accounting of embedded
derivatives, and the irrevocable election to recognise gains and losses on investments in equity
instruments that are not held for trading in other comprehensive income.
The directors anticipate that the adoption of AASB 9 will not have a material impact on the Group’s
financial instruments.
Venture Minerals Limited | 41
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
(s) New and amended standards and interpretations (continued)
(ii) AASB 16: Leases (applicable to annual reporting periods commencing on or after 1 January 2019).
AASB 16 removes the classification of leases as either operating leases or finance leases for the lessee
effectively treating all leases as finance leases. Short term leases (less than 12 months) and leases of a low
value are exempt from the lease accounting requirements. Lessor accounting remains similar to current
practice.
The directors anticipate that the adoption of AASB 15 will not have a material impact on the Group’s
recognition of leases and disclosures.
(iii) AASB 2014-3: Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in
Joint Operations [AASB 1 & AASB 11]
AASB 2014-3 amends AASB 11 Joint Arrangements to provide guidance on the accounting for acquisitions
of interests in joint operations in which the activity constitutes a business. The amendments require:
the acquirer of an interest in a joint operation in which the activity constitutes a business, as defined in
AASB 3 Business Combinations, to apply all of the principles on business combinations accounting in
AASB 3 and other Australian Accounting Standards except for those principles that conflict with the
guidance in AASB 11
the acquirer to disclose the information required by AASB 3 and other Australian Accounting Standards
for business combinations
This Standard also makes an editorial correction to AASB 11.
The directors anticipate that the adoption of these amendments will not have a material impact on the
financial statements.
(iv) Other standards not yet applicable
There are no other standards that are not yet effective and that would be expected to have a material
impact on the entity in the current or future reporting periods and on foreseeable future transactions
2.
Critical accounting estimates and judgements
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) Capitalisation of acquisition costs on exploration projects
Acquisition costs incurred in acquiring exploration assets 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 sheet date reached a stage that permits reasonable assessment of the existence of economically
recoverable reserves.
(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 | 42
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
3.
(a)
Revenue
From continuing operations
Interest received
Total revenue from continuing operations
(b)
Other income
Research and Development tax rebate
Profit on sale of plant and equipment
Other income
Total other income
Expenses
4.
Profit before income tax includes the following specific expenses:
(a)
Employee benefits expense
Salary and wages expense
Defined contribution superannuation expense
Total employee benefits expense
(b)
Occupancy expense
Operating lease expense
Other occupancy costs
Total occupancy expense
(c)
Depreciation of non-current assets
Plant and equipment - office
Plant and equipment - field
Furniture and equipment - office
Leasehold improvements
Motor vehicles
Total depreciation of non-current assets
(d)
Finance costs in respect of finance leases
Finance lease interest
Other bank and finance charges
Total finance costs in respect of finance leases
(e)
Foreign exchange loss
Net foreign exchange loss
Total foreign exchange loss
5. Auditor’s Remuneration
Remuneration of the auditor of the group
Auditing or reviewing the financial statements
Total auditor remuneration
Consolidated
2016
$
2015
$
93,608
93,608
174,725
174,725
197,980
10,910
56,619
265,509
793,922
392
-
794,314
287,808
8,964
296,772
94,822
19,731
114,553
8,757
7,022
4,667
18,044
6,137
44,627
406
27,258
27,664
567
567
778,948
65,948
844,896
122,761
26,207
148,968
8,337
11,165
6,074
24,059
15,510
65,145
1,818
29,884
31,702
412
412
25,591
25,591
36,331
36,331
Venture Minerals Limited | 43
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
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
2016
$
2015
$
-
-
-
-
-
-
-
-
-
-
-
-
(b)
Numerical reconciliation of income tax expense to prima facie tax payable
Profit/(loss) from continuing operations before income tax expense
(3,320,006)
(2,527,053)
Tax (tax benefit) at the tax rate of 30% (2015: 30%)
(996,002)
(758,116)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Share based payments
Other non-deductible amounts
Unrecognised tax losses
Income tax expense
(c)
Deferred tax assets
Tax losses
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
Set-off deferred tax assets (Note 7(c))
Net deferred tax liabilities
160,360
22,062
(813,580)
-
18,501
(739,615)
813,580
739,615
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(e)
Tax losses
Unused tax losses for which no DTA has been recognized
Potential tax benefit at 30%
(f)
Unrecognised temporary differences
Unrecognised deferred tax asset relating to capital raising costs
60,388,471
18,116,541
58,080,111
17,424,033
3,065,506
2,885,034
Venture Minerals Limited | 44
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
Cash & Cash Equivalents
Cash & cash equivalents
Cash at bank and in hand
Deposits at call
Total cash and cash equivalents
Consolidated
2016
$
2015
$
920,903
1,750,000
2,670,903
360,962
2,900,000
3,260,962
Cash at bank and on hand
Cash on hand is non-interest bearing. Cash at bank bears interest rates between 0.00% and 1.25%
(2015: 0.00% and 2.00%).
Deposits at call
Deposits at call are bearing interest rates between 2.90% and 2.93% (2015: 2.25% and 2.90%).
Trade & Other Receivables
Current
Other receivables
Prepayments
Total current trade and other receivables
Non-Current
Deposits1
Total non-current trade and other receivables
66,089
9,818
75,907
53,267
12,168
65,435
523,600
523,600
1,079,600
1,079,600
7.
(a)
(b)
(c)
8.
(a)
(b)
1 Deposits include cash of $488,600 (2015: $1,079,600) to secure a bank guarantee facility to provide a
corporate credit card facility, security deposits required by the relevant authority for the granted
exploration and mining licences and for the lease at 288 Churchill Avenue, Subiaco. A further security
deposit of $35,000 (2015: $Nil) was held in cash by the relevant authority for a granted mining licence.
(c)
(d)
Past due and impaired receivables
As at 30 June 2016, there were no other receivables that were past due or impaired (2015: 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 | 45
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
Consolidated
Plant &
Equipment
$
Property, Plant & Equipment
Furniture &
Equipment
$
Leasehold
Improvements
$
Motor
Vehicle
$
Land Mining
equipment
$
$
Total
$
9.
Year ended 30 June 2015
Opening net book amount
Additions
Disposals/write-offs
Depreciation charge
Effect of exchange rates
Closing net book amount
At 30 June 2015
Cost or fair value
Accumulated depreciation
Net book amount
Year ended 30 June 2016
Opening net book amount
Additions
Impairment
Depreciation charge
Effect of exchange rates
Closing net book amount
At 30 June 2016
Cost or fair value
Accumulated depreciation
Net book amount
50,949
989
(1,092)
(19,502)
(105)
31,547
-
(2,136)
(6,074)
-
96,236
-
-
(24,059)
-
77,953
-
(47,101)
(15,510)
-
129,839
-
-
-
-
1,129,617
626,624
(12,039)
-
-
1,516,141
627,613
(62,368)
(65,145)
(105)
31,239
23,337
72,177
15,342
129,839
1,744,202
2,016,136
200,525
(169,286)
31,239
59,372
(36,035)
23,337
110,787
(38,610)
72,177
65,676
(50,334)
15,342
129,839
-
129,839
1,744,202
-
1,744,202
2,310,401
(294,265)
2,016,136
31,239
1,559
-
(15,779)
102
23,337
-
-
(4,667)
-
72,177
-
-
(18,044)
-
15,342
-
-
(6,137)
-
129,839
-
-
-
-
1,744,202
-
(938,796)
-
-
2,016,136
1,559
(938,796)
(44,627)
102
17,121
18,670
54,133
9,205
129,839
805,406
1,034,374
202,012
(184,891)
17,121
59,372
(40,702)
18,670
110,787
(56,654)
54,133
65,676
(56,471)
9,205
129,839
-
129,839
805,406
-
805,406
1,373,092
(338,718)
1,034,374
10. Exploration & Evaluation Expenditure
(a)
Non-current
Opening balance
Exploration and acquisition costs
Write offs/provisions
Total non-current exploration and evaluation expenditure
Consolidated
2016
$
2015
$
-
1,397,859
(1,397,859)
-
-
1,574,867
(1,574,867)
-
(b) 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 | 46
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
11. Trade & Other Payables
Current
Trade Payables
Other Payables
Total current trade & other
payables
12. Provisions
Current
(a)
Employee entitlements
Total current provisions
(b) Non-Current
Employee entitlements
Total non-current provisions
13. Contributed Equity
Issued capital
(a)
Ordinary shares - fully paid
Total issued capital
Consolidated
2016
$
2015
$
39,180
148,205
187,385
35,090
125,301
160,391
249,140
249,140
232,108
232,108
135,234
135,234
99,828
99,828
Consolidated
2016
Shares
2015
Shares
Consolidated
2016
$
2015
$
316,635,187
316,635,187
287,320,170
287,320,170
73,012,412
73,012,412
72,383,737
72,383,737
2013
(b)
(c)
Ordinary Shares
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.
At shareholders meetings each ordinary share is entitled to one vote in proportion to the paid up
Options
amount of the share when a poll is called, otherwise each shareholder has one vote on a show of hands.
Information relating to options 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.
Date
Number of
Shares
Issue Price
$
Total
$
$
(d) Movements in issued capital
Opening Balance at 1 July 2014
287,320,170
72,383,737
Shares issued during the year
-
-
-
Closing Balance at 30 June 2015
Opening Balance 1 July 2015
Share issue – Rights issue
Share issue – Rights issue
Exercise of options
Less: Transaction costs
Closing Balance at 30 June 2016
14-Dec-15
18-Dec-15
13-May-16
287,320,170
287,320,170
17,879,307
10,852,710
583,000
316,635,187
0.023
0.023
0.023
72,383,737
72,383,737
411,224
249,612
13,409
(45,570)
73,012,412
Venture Minerals Limited | 47
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
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
14.
(a)
(b)
Issued Share Options
2016 unlisted share option details
24 Dec 15
N/A1
N/A2
N/A3
0.1 cents
45.0 cents
50.0 cents
55.0 cents
Weighted average exercise
price
2015 unlisted share option details
14 Aug 14
15 Aug 14
N/A
N/A
N/A
45.0 cents
45.0 cents
45.0 cents
50.0 cents
55.0 cents
-
1,000,000
2,000,000
2,500,000
5,500,000
$0.514
2,000,000
11,375,000
1,000,000
2,000,000
2,500,000
18,875,000
$0.469
Weighted average exercise
price
24,297,000
-
-
-
24,297,000
$0.001
(583,000)
-
-
-
(583,000)
$0.001
-
-
-
-
-
-
23,714,000
1,000,000
2,000,000
2,500,000
29,214,000
$0.098
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,000,000)
(11,375,000)
-
-
-
(13,375,000)
$0.450
-
-
1,000,000
2,000,000
2,500,000
5,500,000
$0.514
1: To vest upon successfully obtaining project financing for the Mt Lindsay Tin/Tungsten Project, expire 18 months after vesting
2: To vest upon first shipment of DSO ore, expire 18 months after vesting
3: Vest upon company announcement that it has made a decision to proceed with mining tin in Tasmania, expire 18 months after vesting
Consolidated
2016
$
2015
$
15. Reserves
(a)
Unlisted option reserve
Opening balance
Unlisted options issued as part remuneration during the year
Exercise of options
Lapsed options: Transfer within equity to accumulated losses
Total unlisted option reserve
190,062
534,533
(12,826)
-
711,769
1,460,610
-
-
(1,270,548)
190,062
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 “EIOS”, 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
(26,692)
12,357
(16,489)
(43,181)
(39,049)
(26,692)
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
711,769
(43,181)
668,588
190,062
(26,692)
163,370
Venture Minerals Limited | 48
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
16. Financial Instruments, Risk Management Objectives and Policies
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
2016
Financial Assets
Cash and cash equivalents
Trade & other receivables - current
Trade & other receivables - non-current
Financial Liabilities
Trade & other payables - current
Financial liabilities – current
Financial liabilities – non-current
Consolidated
2015
Financial Assets
Cash and cash equivalents
Trade & other receivables - current
Trade & other receivables - non-current
Financial Liabilities
Trade & other payables - current
Financial liabilities – current
Financial liabilities – non-current
Weighted
Average
Interest
Rate
%
2.32%
0.00%
2.73%
0.00%
7.18%
0.00%
Weighted
Average
Interest
Rate
%
2.69%
0.00%
2.32%
0.00%
7.18%
7.17%
Floating
Interest
Rate
Fixed
Interest
Non-
interest
bearing
Total
$
$
$
$
871,017
-
-
871,017
1,750,000
-
488,600
2,238,600
49,886
66,089
35,000
150,975
2,670,903
66,089
523,600
3,260,592
-
-
-
-
-
931
-
931
187,385
-
-
187,385
Floating
Interest
Rate
Fixed
Interest
Non-
interest
bearing
187,385
931
-
188,316
Total
$
$
$
$
306,625
-
-
306,625
2,900,000
-
944,000
3,844,000
54,337
53,267
135,600
243,204
3,260,962
53,267
1,079,600
4,393,829
-
-
-
-
-
10,674
925
11,599
160,391
-
-
160,391
160,391
10,674
925
171,990
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.
Venture Minerals Limited | 49
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
16.
Financial Instruments, Risk Management Objectives and Policies (continued)
(b) 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 2016, the group’s exposure to interest rate risk is not considered material.
(c)
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.
(d) 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.
(e) 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
2016
2015
Carrying
Amount
$
Net fair
Value
$
Carrying
Amount
$
Net fair
Value
$
2,670,903
66,089
523,600
2,670,903
66,089
523,600
3,260,962
53,267
1,079,600
3,260,962
53,267
1,079,600
3,260,592
3,260,592
4,393,829
4,393,829
187,385
931
-
188,316
187,385
931
-
188,316
160,391
10,674
925
171,990
160,391
10,674
925
171,990
Consolidated
2016
$
2015
$
17. Earnings per Share
(a) Earnings/(Loss)
Earnings/(loss) used in the calculation of basic EPS
(3,320,006)
(2,527,053)
(b) Weighted average number of ordinary shares
(‘WANOS’)
WANOS used in the calculation of basic earnings per
share:
302,918,685 287,320,170
Venture Minerals Limited | 50
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
18. Cash Flow Information
Consolidated
2016
$
2015
$
Reconciliation of cash flows from operating activities with loss from ordinary activities after
income tax:
(Loss) from ordinary activities after income tax
(3,320,006)
(2,527,053)
Depreciation
Share based payments
Impairment of plant and equipment
Net (gain)/loss on disposal of plant & equipment
Net exchange differences
Changes in assets and liabilities:
- (Increase)/Decrease in operating receivables &
prepayments
- Increase/(decrease) in trade and other payables
- Increase/(decrease) in employee provisions
Net cash (outflows) from Operating Activities
19. Commitments
(a) Exploration commitments
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
44,627
534,533
805,407
(11,610)
(16,590)
65,145
-
-
(392)
(39,195)
(10,472)
122,988
16,328
52,438
(1,905,345)
(477,031)
(93,296)
(2,948,834)
Consolidated
2016
$
2015
$
583,746
2,238,821
-
2,822,567
500,288
2,552,646
-
3,052,934
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 | 51
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
19. Commitments (continued)
(b)
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
2016
$
2015
$
122,668
45,000
-
167,668
116,512
161,512
-
278,024
The company, as either joint or sole tenant, has entered into two non-cancellable operating
lease for the head office and site premises. The leases vary between 3 and 5 year periods and
both have options to extend for a further 5 years each as requested by the tenants.
(c) Finance lease liabilities
The group leases a motor vehicle with a carrying amount of $931 under finance leases expiring in
July 2016. On expiry of the lease the Group will retain ownership of the vehicle.
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
931
-
931
-
931
931
-
931
11,172
931
12,103
(504)
11,599
10,674
925
11,599
20. Events Occurring After Balance Date
There were no material events subsequent to balance date.
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.
Venture Minerals Limited | 52
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
21. Segment Information (continued)
(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:
2016
Total segment revenue
Interest revenue
Depreciation and amortisation expense
Total segment loss before income
tax
2015
Total segment revenue
Interest revenue
Depreciation and amortisation expense
Total segment loss before income tax
Total segment assets
30 June 2016
30 June 2015
Total segment liabilities
30 June 2016
30 June 2015
Exploration
South
East Asia
$
Australia
$
Corporate
$
Total
$
-
-
1,746
(715,529)
-
-
12,775
(1,236,749)
93,608
93,608
30,106
(1,367,728)
93,608
93,608
44,627
(3,320,006)
-
-
602
(440,849)
-
-
26,571
(1,176,324)
174,725
174,725
37,972
(909,880)
174,725
174,725
65,145
(2,527,053)
34,364
36,065
935,245
1,905,975
3,335,175
4,480,093
4,304,784
6,422,133
21,418
19,383
-
-
551,272
484,543
572,690
503,926
(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)
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 $93,608 (2015: $174,725) were derived from one Australian financial institution during the
period. These revenues are attributable to the corporate segment.
(e) 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 | 53
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
22. Related Party Transactions
(a) Parent entity
The ultimate parent entity within the group is Venture Minerals Limited.
(b)
Subsidiaries
Interests in subsidiaries are set out in Note 25.
(c) Key management personnel compensations
Consolidated
2016
$
2015
$
Key Management Personnel Compensation
Short-term employee benefits
Post-employment benefits
Eligible termination payments
Share-based payments
Total key management personnel compensation
426,108
34,906
-
381,150
842,164
765,532
55,087
106,442
-
927,061
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
2016
$
2015
$
Recharges to director related entities (excluding GST):
Recharge of costs to Gryphon Minerals Limited
Recharges of costs to Renaissance Minerals Limited
Recharges of costs to Alicanto Minerals Limited
Purchases from director related entities (excluding GST):
Recharges of shared costs from Gryphon Minerals Ltd
3,743
20,968
8,103
39,550
-
-
24,911
18,123
Outstanding balances arising from recharges/purchases with Director Related Parties:
Current receivables
Current payables
10,965
-
4,117
-
(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.
Venture Minerals Limited | 54
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
23. Share Based Payments
The Directors have established an Employee Incentive Option Scheme (‘EIOS’) 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.
(b) Fair value of unlisted options granted
The weighted average fair value of the 24,297,000 options granted during the year was $0.022. 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
2016
0.1
4.69
2.2
85.0%
2.24%
2015
N/A
N/A
N/A
N/A
N/A
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 are set out in Note 14.
Unlisted options
Options issued to directors, employees and consultants
534,533
Consolidated
2016
$
2015
$
-
24. Contingent Liabilities
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, 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. At the date of this report, a total of $1.9 million of the assistance grant has been
expended by TasRail and were unencumbered approvals granted by 31 December 2014 the Company may have
been liable to repay up to $950,000.
As the Company did not receive unencumbered project approvals by 31 December 2014, the Company has no
liability to make any repayments of the grant. However the Company is currently discussing in good faith a
potential to make repayment of the grant out of any future cash flows from the Riley DSO Hematite Project
should the company commence operations at the Project.
Venture Minerals Limited | 55
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2016
25. Subsidiaries
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):
Equity holding A
Name of entity
Country of
incorporation
Venture Uranium Pty Ltd
Venture Z Pty Ltd
Venture Iron Pty Ltd
Venture Tasmania Pty Ltd
Venture T Pty Ltd
Venture Lithium 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
Australia
Thailand
Class
of shares
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2016
%
100
100
100
100
100
100
100
2015
%
100
100
100
100
100
-
100
Interest in Joint Venture Operations & Farm-in Arrangements
26.
During the period, Venture withdrew from all Joint Venture and Farm-in Arrangements. There are no Joint
Venture or Farm-in Arrangements as at the date of this report.
27. Parent Entity Information
(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
2016
$
2015
$
2,715,432
4,259,651
6,975,083
416,038
135,234
551,272
3,293,404
5,069,045
8,362,449
383,789
100,754
484,543
73,012,412
(67,300,370)
711,769
6,423,811
72,383,737
(64,695,893)
190,062
7,877,906
(2,604,477)
-
(2,604,477)
(2,118,416)
-
(2,118,416)
The parent entity has not guaranteed any loans for any entity during the year.
Venture Minerals Limited | 56
Directors’ Declaration
In the directors’ opinion:
(a) the financial statements and notes set out on pages 31 to 56 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 2016 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 17 to 27 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, 29 September 2016
Venture Minerals Limited | 57
Additional Shareholder Information
Corporate Governance Statement
In accordance with ASX Listing Rule 4.10.3 the company’s Corporate Governance Statement can be found on the
company’s website, refer to http://www.ventureminerals.com.au/index.php/profile/corporate-governance.
Distribution of equity securities
Analysis of numbers of equity security holders by size of holding as at 23 September 2016 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: 1,924
Substantial Shareholders
The names of the substantial shareholders as at 23 September 2016:
Shareholder
Republic Investment Management Pte Ltd
Molton Holdings Limited
Elphinstone Holdings Pty Ltd
Number of shareholders
Fully Paid Ordinary Shares
199
748
582
1,541
373
3,443
Number
36,895,194
25,707,752
26,459,532
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
Unlisted options $0.001
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
Vested
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
31 August 2020
23,714,000
12
Venture Minerals Limited | 60
Additional Shareholder Information
Equity security holders
The names of the twenty largest ordinary fully paid shareholders as at 23 September 2016 are as follows:
Shareholder
HSBC Custody Nominees Australia Ltd
Elphinstone Holdings Pty Ltd
Merrill Lynch Australia Nominees Pty Ltd
J & J Bandy Nominees Pty Ltd
McTavish Industries Pty Ltd
JP Morgan Nominees Australia Ltd
Seventy Three Pty Ltd
Citicorp Nominees Pty Ltd
Stephen Parsons
Onedin Enterprises Pty Ltd
Keith Jenkins and Neville Houghton
WGS Pty Ltd
Codee Wouter
Forsyth Barr Custodians Ltd
Mapt Pty Ltd
Brispot Nominees Pty Ltd
Ristovski Nominees Pty Ltd
Alberta Resources Pty Ltd
Kingsford Investments Pty Ltd
Academic Growth Institute Fund
Number
% Held of Issued Ordinary
Capital
65,919,312
26,459,532
14,194,070
8,500,000
6,077,500
5,162,441
3,500,000
3,226,500
3,077,500
2,933,332
2,900,000
2,600,000
2,500,000
2,485,156
2,151,374
2,070,263
2,000,000
1,972,222
1,500,000
1,406,819
160,636,021
20.82%
8.36%
4.48%
2.68%
1.92%
1.63%
1.11%
1.02%
0.97%
0.93%
0.92%
0.82%
0.79%
0.78%
0.68%
0.65%
0.63%
0.62%
0.47%
0.44%
50.72%
Venture Minerals Limited | 61
Schedule of Tenements
As at 23 September 2016
Project
Mount Lindsay
Thali
Pak Yang
Key
EL: Exploration Licence
M: Mining Lease
Location
Tasmania
Tasmania
Tasmania
Tasmania
Tasmania
Tasmania
Thailand
Thailand
Thailand
Tenement
3M/2012
5M/2012
7M/2012
EL21/2005
EL45/2010
EL72/2007
70/2558
71/2558
69/2558
Interest
100%
100%
100%
100%
100%
100%
100%
100%
100%
Venture Minerals Limited | 62