Annual Report
30 June 2017
ABN 51 119 678 385
Corporate Directory
Non-Executive Chairman
Mel Ashton
Managing Director
Hamish Halliday
Technical Director
Andrew Radonjic
Non-Executive Directors
John Jetter
Company Secretary
Jamie Byrde
Principal & Registered Office
Level 3, 24 Outram Street
WEST PERTH WA 6005
Telephone: (08) 6279 9428
Facsimile: (08) 6500 9986
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
2017 Annual Report
2
3
37
38
65
66
70
72
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 2017.
The past twelve months have seen significant progress made at the Company’s projects in Western
Australia with the discovery of a large priority drill target for VMS (Volcanogenic Massive Sulphides)
at the Thor Prospect within our south west tenement portfolio. In addition to the Thor Prospect
there are a further five priority VMS style targets within the broader area, extending over a combined
strike of 10 kilometres.
Venture was also successful entering into an agreement to earn into the Caesar Nickel-Copper Project
located in the mid-west of Western Australia where the exploration team has delineated a large
priority nickel-copper sulphides target at Caesar. Having completed the heritage survey the Company
is now finalising drill access to the main target.
In Thailand, Venture still retains its Thali project located in the highly prospective Loei Belt, which
already hosts world class deposits. The Company has defined multiple silver/lead/zinc “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 and on the introduction of a new
Minerals Bill which is scheduled for the second half of 2017.
During the financial year, the Riley DSO Project in Tasmania remained on hold due to the sharp fall in
iron ore prices over the past 3 years. The Project has received all necessary environmental approvals
and Venture has already completed extensive pre-production work at Riley. The Company remains
in a good position to commence production in a relatively short period of time should the economic
environment support a production decision.
Given the continued suspension of production at the Riley DSO Project and the broader market
conditions Venture has completed further substantial cost cutting measures which included
voluntary salary reductions of now up to 85% by directors, management and staff. This has allowed
Venture to maintain a strong cash position during this continued period of volatility in the market.
The Company 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 2017
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 2017 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 John Jetter
Mr Bruce McFadzean
Non-Executive Chairman
Managing Director
Technical Director
Non-Executive Director
Non-Executive Director (resigned 7 October 2016)
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 $1,782,967
(2016: $3,320,006).
Financial Position
The consolidated entity had $934,443 in cash and cash equivalents as at 30 June 2017 (2016: $2,670,903). 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 Tasmania, Thailand and Western Australia.
The Company’s south west tenement portfolio in Western Australian contains a large priority drill target at the
Thor Prospect along with five other priority VMS (Volcanogenic Massive Sulphides) style targets within the
broader area, extending over a combined strike of 10km.
At the Caesar Nickel-Copper Project the Venture has negotiated access agreements in preparation for a maiden
drill program. The survey focussed on the priority target at Caesar, which consists of a large EM conductor
coincident with the geochemical anomaly and adjacent to surface samples containing nickel and copper
sulphides. Having completed the heritage survey the Company is now finalising drill access to the main target.
Venture has two granted exploration licences in Thailand. The licences are within the Thali Project 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 Minerals Limited | 3
Directors’ Report
For the year ended 30 June 2017
Business Strategies & Prospects for the Forthcoming Year (continued)
5.
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.
Significant Changes in the State of Affairs
6.
There were no significant changes in the state of affairs of the Company during the financial year.
7.
Review of Operations
Caesar Project, Western Australia
The Caesar Project is located approximately 200km north northeast of Geraldton (Refer Figure One) and consists of
a granted exploration license covering 49km² as well as an additional 193km² in an exploration license
application recently applied for by Venture Minerals.
Figure One | Caesar Project - Location Map
Venture Minerals Limited | 4
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
Venture Minerals has entered into an earn-in agreement with Muggon Copper Pty Ltd, whereby Venture can earn
up to a 75% interest in the Caesar Project via exploration expenditure. Should exploration be successful, Venture
can increase its ownership to 90% by funding a bankable feasibility study (Refer ASX release dated 23 November 2016).
Previous exploration work on the Caesar Project, including surface geochemistry (lag sampling) and petrology,
showed the presence of disseminated nickel and copper sulphides and surface geochemical anomalism
associated with a number of gabbroic intrusives.
Activities during the Period to 30 June 2017
The first phase of exploration at Caesar, which included geological mapping and extensional surface geochemical
sampling resulted in a doubling in size of the nickel-copper surface geochemical anomaly (Refer ASX release dated 18
January 2017) and the confirmation that the gabbroic host rock is a zoned intrusive containing disseminated nickel
(pentlandite) and copper (chalcopyrite) sulphides.
The Company then completed a Moving Loop Electromagnetic (“MLEM”) survey, with a technique designed for
deep penetration with maximum resolution to identify highly conductive and potentially sulphide rich bodies.
The survey targeted an area of approximately 12 km², focussing on the eastern margin of the intrusive, where the
surface geochemistry had defined a significant copper-nickel anomaly that also contained elevated PGE’s
(Platinum Group Elements).
The high powered MLEM survey successfully identified a large conductor (approximately 50 hectares), which
was coincident with the geochemical anomaly and adjacent to surface samples containing nickel and copper
sulphides (Refer Figure Two). Following the results of the survey, Venture completed a second round of geological
mapping to confirm an absence of graphitic shales in the target area, before finalising the drill target.
The Company focussed on finalising a maiden drill program and completing the necessary access agreements.
The Company completed a detailed heritage survey, the results of which have cleared the main target for drill
testing. With this now complete the Company is finalising documentation with the Department of Mines and
Petroleum for a maiden drill program at the Caesar Project.
Venture Minerals Limited | 5
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
Figure Two | Caesar Project - surface geology with Nickel geochemical results and MLEM response
Venture Minerals Limited | 6
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
Thor Prospect, Western Australia
The Thor Prospect is located 240km south of Perth (Refer Figure Four), hosted within the in the Balingup Gneiss
Complex. A joint venture between Teck Cominco and BHP Billiton, first identified this area as being prospective
for base and precious metals hosted within the complex. The joint venture completed surface sampling and
airborne EM surveys which culminated in the discovery of a base and precious metals deposit which Teck
identified as a meta-VMS system in high grade metamorphic rocks. Venture’s nearby Thor prospect hosts a
strong and coherent arsenic in laterite anomaly with locally elevated levels of Cu, Zn, Sn, Bi and Sb, elements that
are typically elevated in VMS systems.
Activities during the Period to 30 June 2017
During the period, the Company completed a series of surface geochemical sampling programs which culminated
in the definition of a large VMS style target at the Thor prospect. Having identified the anomaly, covering
approximately 400 hectares (Refer Figure Five), the Company completed a detailed review of historical data
including historic drill core located in the Department of Mines and Petroleum’s Perth Core Library (Refer Figure
Three). An analysis of the core identified several metres of massive sulphides including sphalerite, galena and
chalcopyrite with a portable XRF confirming the presence of zinc, lead and copper from the Kingsley prospect
located only a few kilometres to the west.
Figure Three | Image of Historic Drill Core from Kingsley Prospect
Venture Minerals Limited | 7
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
Figure Four | Thor Prospect Location Plan
Thor Base Metal
prospect
Jasper Lithium prospect
Venture Minerals Limited | 8
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
Figure Five| Thor Prospect Location Plan
New Thor prospect
hosting large VMS
Style Target
Historic drilling
containing VMS Style
Massive Sulphides
Venture Minerals Limited | 9
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
The Company then completed a review of the exploration methods used to identify the neighbouring Kingsley
Prospect, in which it re-processed existing EM (Electro Magnetic) data and completed additional surface
sampling over the Thor Prospect. Results of this work confirmed the Thor Prospect hosts a large, intense
coincident EM and surface geochemical anomaly extending over 4km of strike. The geochemical and geophysical
characteristics of the new priority drill target are consistent with both VMS style mineralization and with the
signature associated with the neighbouring Kingsley Prospect (Refer Figure Six).
Figure Six | Thor and Kingsley Tungsten in laterite anomalies over airborne EM image conductivity
New Thor
prospect hosting
large VMS Style
Target
Prospect hosting
VMS Style Massive
Sulphides
Following the successful use of both surface sampling and EM surveys to identify massive sulphide bodies under
laterite with the Balingup Gneiss Complex, Venture extended its surface sampling program to target areas along
strike and to the east of the main Thor Prospect. Results from this additional work successfully identified a
further five anomalies, which when combined with the original discovery delivers the Company six priority
targets covering a combined strike in excess of 10km (Refer Figure Seven). The new targets exhibit the same
geochemical signature as the main Thor target containing significant elevated levels of both copper and zinc.
Venture Minerals Limited | 10
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
Figure Seven | Thor Prospect – New Style VMS Targets
New Combined
Geochemical &
EM Target
Thor prospect –
Priority Drill
Target
Historic drilling
containing VMS style
massive sulphides
New Combined
Geochemical &
EM Target
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 built a cost-effective portfolio of exploration projects with the Company being granted licenses over
the Thali project area in Thailand (Refer Figure Eight), and awaits the granting of several additional licenses
covering two other project areas.
Venture Minerals Limited | 11
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
Figure Eight: Project Map | Thailand
Thali Project (Silver/Lead/Zinc)
During 2016, the Company finalised exploration targets at the Thali Project, where Venture has identified a total
of six “walk up” drill targets covering over 260 hectares of anomalies (Refer Figure Nine). During the period Venture
completed additional channel sampling at Thali North, while the Company continues to finalise access approval
for the maiden drill program. To date the Company has secured local council and land holder approval. The
Company now awaits final approval from the Land Reform Office.
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.
Venture Minerals Limited | 12
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
Figure Nine: Thali Project contoured soils | Silver (Ag)
Venture Minerals Limited | 13
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
Tenure and Government Regulations
Venture has granted Prospecting Licenses over the 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 project, 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.
The Thailand Government is in the process of introducing a new Minerals Bill which is scheduled for the second
half of 2017. Should there be any material impacts from the new Bill, Venture shareholders will be informed at
the earliest opportunity.
Lithium Prospects – Greenbushes Mineral District, Western Australia
During 2016, Venture 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 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
has reviewed multiple tin/tantalum projects from numerous jurisdictions over the past decade, the Company
was uniquely placed to identify new lithium opportunities.
Following the recent applications Venture is now the largest land holder in the Greenbushes Mineral District with
six prospects already identified within the 1,000km2 of tenure (Refer Figure Four). The identified targets
demonstrate surface geochemistry analogous to the Greenbushes Lithium-Tantalum Deposit (world’s largest
hard rock lithium mine).
Recent exploration saw Venture identify its first drill targets at the Jasper Prospect (Refer Figure Ten), following
laterite sampling which successfully identified a geochemical anomaly extending over 4km of strike. The
significantly elevated levels of tin, tantalum and niobium (approx. 3 to 10 times background) (Refer ASX release dated
7 September 2016) covering several square kilometres, suggests the Jasper Prospect has the potential to host a
lithium bearing pegmatite. Follow up exploration will be finalised following granting of tenure.
Venture Minerals Limited | 14
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
Figure Ten| Jasper Prospect Location Map
Venture Minerals Limited | 15
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
Pre-development projects
Tasmanian Operations
The 100% owned Tasmanian Operations are located in northwest Tasmania (Refer Figure Eleven) 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 100 km 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 Eleven | Location Map for Mt Lindsay Tin-Tungsten Deposit/Riley DSO Deposit/Livingstone DSO Deposit
Venture Minerals Limited | 16
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
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 One).
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 2.8km 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 One | Resource Statement – Mt Lindsay Tin-Tungsten Project – June 2017
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 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
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 release 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 release dated 31 August 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 | 17
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
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 continued to focus on reconnaissance work involving geological and structural
mapping and geochemical sampling targeting both the Salmons and Stanley Tin Prospects specifically, along with
identifying additional targets in the broader Mt Lindsay area (Refer Figure Twelve). 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.
A request for a judicial review into the State of Tasmania’s approval of the Mt Lindsay (7M/2012) and
Livingstone (3M/2012) mining leases was lodged with the Supreme Court of Tasmania. This review was
subsequently dismissed. Both the Mt Lindsay and Livingstone mining leases remain unencumbered and in good
standing.
Figure Twelve | Mt Lindsay - recently identified exploration targets
Venture Minerals Limited | 18
Directors’ Report
For the year ended 30 June 2017
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 Eleven) 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 Table Three) which resulted in the
Company doubling its overall DSO resource base, including the Livingstone Deposit, to 4.4mt @ 57% Fe.
Table Three: Resource Statement - Riley DSO Project Tasmania – June 2017
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 release dated 26 July 2012.
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 release dated 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 in 2012 using modifying factors and assumptions
at that time. With all the hematite resources at Riley located at or near surface, the study delivered a 90%
conversion rate of resource to reserve (Refer Table Five).
Table Five: Reserve Statement - Riley DSO Project Tasmania - June 2017
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 release dated 26 July 2012.
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 release dated 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 appeal awarded costs in favour of Venture.
Venture Minerals Limited | 19
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
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 3 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.
In the past six months, the iron ore market has strengthened, although it remains volatile. Venture has been
assessing funding options for the Riley DSO Project and is looking at a number of development scenarios. The
Company will continue to closely monitor the iron ore market over the coming months and will update
shareholders should any development scenarios be advanced.
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 Eleven). 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 (Refer Table Seven). As for Riley, Rock Team completed
mining studies on the Livingstone deposit and produced a reserve statement in 2012 using modifying factors and
assumptions at that time. The study delivered a 90% conversion rate of resource to reserve (Refer Table Nine).
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.
Table Seven: Resource Statement Livingstone DSO Project Tasmania - June 2017
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 release dated 26 July 2012.
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 release dated 26 July 2012.
Venture Minerals Limited | 20
Directors’ Report
For the year ended 30 June 2017
7.
Review of Operations (continued)
Livingstone DSO Hematite Project, North West Tasmania (continued)
Table Nine: Reserve Statement - Livingstone DSO Project Tasmania – June 2017
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 release dated 26 July 2012.
Table Ten: Reserve Statement - Livingstone DSO Project Tasmania – June 2016
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 release dated 26 July 2012.
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
Subsequent to 30 June 2017, the company announced on 11 September 2017, a placement for the issue of up to
95,000,000 shares to raise up to $1,900,000 at $0.02 in a two tranche placement:
•
•
Tranche 1 - issuing 46,717,663 ordinary shares at $0.02 per share to raise total gross proceeds of
$934,353 to be completed by 18 September 2017. The issue will be made under the Company’s 15%
capacity, pursuant to ASX Listing Rule 7.1; and
Tranche 2 – issuing up to 48,282,337 ordinary shares at $0.02 per share to raise total gross proceeds of
up to $965,647 will be issued subject to shareholder approval at a General Meeting to be held late
October 2017.
No further subsequent events.
Venture Minerals Limited | 21
Directors’ Report
For the year ended 30 June 2017
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, Tasmania and Western Australia 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.
10.
Information on Directors and Company Secretaries
Mr Mel Ashton
Qualifications
Experience
Interest in
Securities
Other
Directorships
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 Chartered Accountants Australia and New Zealand and a
fellow of the Australian Institute of Company Directors. Mr Ashton also holds a position
on the Board of Directors of The Hawaiian Group of Companies.
Fully Paid Ordinary Shares
3,045,000
Gryphon Minerals Limited (18 May 2004 to 13 October 2016)
Empired Ltd (21 December 2005 to 29 November 2016)
Resource Development Group Limited (9 February 2011 to 30 April 2015)
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
Blackstone Minerals Limited (since 30 August 2016)
Comet Resources Limited (since 16 December 2014)
Alicanto Minerals Limited (since 17 March 2016)
Renaissance Minerals Limited (25 February 2016 to 28 September 2016)
Venture Minerals Limited | 22
Directors’ Report
For the year ended 30 June 2017
10.
Information on Directors and Company Secretaries (continued)
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, where 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
Other
Directorships
Mr John Jetter
Qualifications
Experience
Interest in
Securities
2,948,000
Fully Paid Ordinary Shares
0.1 cent options expiring 31 August 2020 4,760,000
Blackstone Minerals Limited (30 August 2016)
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.
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)
Company Secretary
Jamie Byrde - BCom, CA.
Appointed - 16 March 2017
Mr Byrde is a Chartered Accountant with over 13 years’ experience in corporate, audit and company
secretarial matters. Previously Mr Byrde has held positions providing corporate advisory services, financial
accounting/reporting and ASX/ASIC compliance management. Mr Byrde is also currently Company Secretary
for Blackstone Minerals Limited and Alicanto Minerals Limited.
Venture Minerals Limited | 23
Directors’ Report
For the year ended 30 June 2017
11. Remuneration Report (audited)
The Directors of Venture Minerals Limited are pleased to present your Company’s 2017 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 2016 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 J Jetter
Mr B McFadzean
Non-Executive Chairman
Non-Executive Director
Non-Executive Director (until 7 October 2016)
Executive Directors
Mr H Halliday
Mr A Radonjic
Managing Director
Technical Director
Other key management personnel
Mr B Dunnachie
Mr J Byrde
Company Secretary (until 15 March 2017)
Company Secretary (appointed 16 March 2017)
All of the key management personnel held their positions for the entire financial year and up to the date of this
report unless otherwise disclosed.
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.
Venture Minerals Limited | 24
Directors’ Report
For the year ended 30 June 2017
11. Remuneration Report (continued)
Remuneration governance (continued)
B.
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
to
http://www.ventureminerals.com.au/index.php/profile/corporate-governance.
Company’s
website,
Report
refer
the
on
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 2017 financial year, the reductions are as follows:
▪ 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%.;
▪ From 6 October 2016, all Executives Directors and other key management persons further reduced their
salaries by 65%.
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 | 25
Directors’ Report
For the year ended 30 June 2017
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.
There were no long term incentives issued during the financial year. The company intends to complete a
remuneration review in accordance with its current remuneration policy during the June 2018 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 2017 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, however in the current year no short term or long-term
incentives were provided to executives or key management personnel.
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 keep the reduced remuneration rates in place until such time as it is
deemed appropriate to carry out a review as determined by the Board.
Venture Minerals Limited | 26
Directors’ Report
For the year ended 30 June 2017
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. However, in the current financial year no short term or long-term
incentives were provided to executives or key management personnel.
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 | 27
Directors’ Report
For the year ended 30 June 2017
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
2017
$44,392
($1,782,967)
$0.021
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. On 6 October 2016, the Executive Directors and other key management personnel further reduced their
salary by 65%. This fee reduction remained in place through to 30 June 2017. 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 2016 Annual General Meeting
The Group received more than 92.01% (2015:99.3%) of “Yes” votes on its remuneration report for the 2016
financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its
remuneration practices.
Venture Minerals Limited | 28
Directors’ Report
For the year ended 30 June 2017
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
Incentives
A
Total
$
2017
Non-Executive
Directors
Mr M Ashton
Mr J Jetter
Mr B McFadzeanB
Executive
Directors
Mr H Halliday
Mr A Radonjic
Group Executives
Mr B Dunnachiec
Mr J Byrded
Total
Remuneration
2016
Non-Executive
Directors
Mr M Ashton
Mr J Jetter
Mr B McFadzeanB
Executive
Directors
Mr H Halliday
Mr A Radonjic
Group Executives
Mr B Dunnachie
30,000
20,000
4,918
-
-
-
-
-
-
1,573
1,573
1,573
-
-
467
-
-
-
76,788
76,923
37,075
16,004
261,708
-
-
-
-
-
-
-
1,573
1,573
4,494
7,308
-
-
-
-
1,180
391
-
-
-
-
-
9,436
12,269
-
- 283,413
-
-
-
-
-
-
-
31,573
21,573
6,958
82,855
85,804
38,255
16,395
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
-
-
-
-
-
1,671
1,671
13,812
19,292
-
-
154,990 315,858
104,720 281,452
-
1,671
-
-
42,130
89,761
Total
-
Remuneration
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
416,082
381,150 842,164
10,026
34,906
-
-
during the June 2016 financial year.
B: Mr B McFadzean resigned on 7 October 2016
C: Mr B Dunnachie resigned 15 March 2017.
D: Mr J Byrde appointed 16 March 2017.
Venture Minerals Limited | 29
Directors’ Report
For the year ended 30 June 2017
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, no incentive options were issued to Directors and other key management
personnel. 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 2017
Non-Executive Directors
Mr M Ashton
Mr B McFadzeanA
Mr J Jetter
Executive Directors
Mr H Halliday
Mr A Radonjic
Other key management personnel
Mr B DunnachieB
Mr J ByrdeB
-
-
-
-
-
-
-
30 June 2016
Non-Executive Directors
Mr M Ashton
Mr B McFadzeanA
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 DunnachieB
1,915,000
(1,545,000)D
-
-
-
(1,030,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,915,000)E
-
33,990
22,660
22,660
154,990
104,720
51.8%
51.1%
50.2%
49.1%
37.2%
42,130
46.9%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
A: Mr B McFadzean resigned on 7 October 2016.
B: Mr B Dunnachie resigned on 15 March 2017.
C: Mr J Byrde appointed 16 March 2017.
D:
E:
The options exercised on 30 May 2017 at a market value of $37,080.
The options exercised on 1 December 2016 at a market value of $61,280.
Venture Minerals Limited | 30
Directors’ Report
For the year ended 30 June 2017
11. Remuneration Report (continued)
I Details of Share Based Payments and Bonuses (continued)
Director/Executive
Issue Date
Expiry Date
% Vested in
Year
Exercise Price
Number of
Options
30 June 2017
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
Mr J Jetter
Mr B Dunnachie
Mr J Byrde
30 June 2016
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr B McFadzean
Mr J Jetter
Mr B Dunnachie
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
-
-
-
-
-
-
-
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.
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 H Halliday
Managing Director
Mr A Radonjic
Technical Director
A
B
No fixed term
$75,000
$30,000
No fixed term
$50,000
$20,000
No fixed term
$354,250
$50,000
termination
No
benefits
termination
No
benefits
6 months
No fixed term
$288,850
$50,000
6 months
Includes superannuation
The Directors and other management personnel have agreed to voluntary reductions from 1 July 2014. In addition to the previous
voluntary reductions of between 30% to 60% of the base salary in prior years, on 6 October 2016, a further 65% reduction to
Executive Directors was implemented and remain in place to the date of this report. In total, this represents approximately 85%
reduction for Executives and 60% reduction for Non-Executive Directors.
Venture Minerals Limited | 31
Directors’ Report
For the year ended 30 June 2017
11. Remuneration Report (continued)
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 options granted during the reporting period as compensation.
(I) Option holdings
Balance
at start of
the year
Granted as
remuneration
Exercised
Other
changes
Balance at
end of the
year
Vested and
exercisable
-
(1,545,000)D
-
-
-
-
- (1,030,000)
-
-
-
7,045,000
4,760,000
-
2,030,000
-
7,045,000
4,760,000
-
1,030,000
30 June 2017
Directors of Venture Minerals Limited
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr B McFadzeanA
Mr J Jetter
1,545,000
7,045,000
4,760,000
1,030,000
2,030,000
Other key management personnel
1,915,000
Mr B DunnachieB
-
Mr J Byrdec
-
-
-
-
-
-
-
30 June 2016
Directors of Venture Minerals Limited
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr B McFadzeanA
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 DunnachieB
1,915,000
A: Mr B McFadzean resigned 7 October 2016
B: Mr B Dunnachie resigned 15 March 2017.
C: Mr J Byrde appointed 16 March 2017.
D:
E:
The options exercised on 30 May 2017 at a market value of $37,080.
The options exercised on 1 December 2016 at a market value of $61,280.
(1,915,000)E
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
Venture Minerals Limited | 32
Directors’ Report
For the year ended 30 June 2017
11. Remuneration Report (continued)
K.
Equity instruments held by key management personnel (continued)
(II) Share holdings
The number of shares in the Company held during the financial year by each Director of
Venture Minerals Limited and other key management personnel of the group, including their
personally related parties, are set out below. There were no shares granted during the year as
compensation.
2017
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 McFadzeanA
Mr J Jetter
1,500,000
7,342,500
2,948,000
-
2,759,000
1,545,000d
-
-
-
-
-
-
-
-
-
3,045,000
7,342,500
2,948,000
-
2,759,000
Other key management
Mr B DunnachieB
personnel
Mr J Byrdec
2016
-
1,915,000e
(1,915,000)
-
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 McFadzeanA
Mr J Jetter
1,500,000
6,675,000
2,679,999
-
2,759,000
Other key management
Mr B DunnachieB
personnel
-
-
-
-
-
-
-
-
667,500
268,001
-
-
1,500,000
7,342,500
2,948,000
-
2,759,000
-
-
A: Mr B McFadzean resigned 7 October 2016.
B: Mr B Dunnachie resigned 15 March 2017.
C: Mr J Byrde appointed 16 March 2017.
D:
E:
The options exercised on 30 May 2017 at a market value of $37,080.
The options exercised on 1 December 2016 at a market value of $61,280.
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 were 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 Blackstone Minerals, Alicanto Minerals
Limited and Renaissance Minerals Limited which share either office and/or administration service
costs on normal commercial terms and conditions. Directors, Mr A Radonjic is Technical Director of
Venture Minerals Limited | 33
Directors’ Report
For the year ended 30 June 2017
11. Remuneration Report (continued)
M. Other transactions with key management personnel (continued)
Blackstone Minerals Limited which share office and administration service costs on normal
commercial terms and conditions. Mr A Radonjic is Director of Onedin Enterprises Pty Ltd who
provide mapping services on an arm’s length basis on normal commercial terms.
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
Recharges to Blackstone Minerals Limited
(ii) Purchases from KMP related entities
Rent of office building and shared office costs
Payments to Onedin Enterprises Pty Ltd
Payments to Gryphon Minerals Limited
End of remuneration report.
12. Shares under Option
2017
$
2016
$
-
16,447
39,008
103,679
3,743
20,968
8,103
-
3,106
25,175
-
24,911
Unissued ordinary shares of Venture Minerals Limited under option at the date of this report are as
follows:
Date options granted
1 Dec 16
24 Dec 15
15 Aug 12
15 Aug 12
28 Sep 12
Expiry Date
30 Nov 19
31 Aug 20
See “note A”
See “note B”
See “note C”
Exercise Price
$0.05
0.1 cents
50.0 cents
55.0 cents
45.0 cents
Number under Option
250,000
20,254,000
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 2017, 3,460,000 ordinary shares of Venture Minerals Limited were
issued on the exercise of options granted (2016: 583,000).
Venture Minerals Limited | 34
Directors’ Report
For the year ended 30 June 2017
13.
Insurance of Officers
During the financial year, Venture Minerals Limited paid a premium of $9,436 (2016: $10,026) to
insure the Directors and secretary of the Company.
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.
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 McFadzeanA
Mr J Jetter
Full meetings of Directors
Number Eligible to
Attend
Meetings
Attended
8
8
8
2
8
8
8
8
2
7
Remuneration Committee
meetings
Number
Eligible to
Attend
-
-
-
-
-
Meetings
Attended
-
-
-
-
-
A:
Mr B McFadzean resigned 7 October 2016
The Company does not have a formally constituted audit committee as the Board considers that the
Company’s size and type of operation do not warrant such a committee as all members of the Board
are involved in audit agenda items and discussions thereon.
15. Environmental Regulation
The Group’s activities are subject to the relevant environmental protection
legislation
(Commonwealth and State) 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.
Venture Minerals Limited | 35
Directors’ Report
For the year ended 30 June 2017
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 2017 has been received and
can be found on page 37 of the Directors’ report. No fees were paid or payable to the auditors for
non-assurance services performed during the year ended 30 June 2017 (2016: nil).
Signed in accordance with a resolution of the Board of Directors.
Hamish Halliday
Managing Director
Perth, Western Australia, 29 September 2017
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 | 36
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
39
40
41
42
43
65
66
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
Level 3, 24 Outram Street
West Perth WA 6005
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 21 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 2017. 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 | 38
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2017
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
Notes
3(a)
3(b)
4(a)
15
4(b)
4(c)
4(d)
10
Consolidated
2017
$
44,392
176,301
(137,197)
(119,953)
(205,628)
-
(135,669)
(63,751)
(40,964)
(75,567)
(17,560)
-
(1,207,371)
2016
$
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)
(Loss) before income tax
(1,782,967)
(3,320,006)
Income tax (expense)/benefit
6
-
-
(Loss) attributable to owners
(1,782,967)
(3,320,006)
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
-
-
5,445
-
(1,777,522)
(16,489)
-
(3,336,495)
(0.6)
N/A
(1.1)
N/A
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
Venture Minerals Limited | 39
Consolidated Statement of Financial Position
As at 30 June 2017
Consolidated
Notes
30 June 2017
$
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
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Financial liabilities
Provisions
Total Current Liabilities
Non-Current Liabilities
Provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
7
8
8
9
11
19
12
12
13
15
934,443
229,987
1,164,430
388,000
972,896
1,360,896
2,670,903
75,907
2,746,810
523,600
1,034,374
1,557,974
2,525,326
4,304,784
167,733
-
373,258
540,991
-
-
187,385
931
249,140
437,456
135,234
135,234
540,991
572,690
1,984,335
3,732,094
73,115,294
600,914
(71,731,873)
1,984,335
73,012,412
668,588
(69,948,906)
3,732,094
30 June 2016
$
the accompanying notes.
The above
consolidated
statement of
financial position
should be
read
in
conjunction with
Venture Minerals Limited | 40
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2017
Consolidated
Contributed
Equity
Accumulated
Losses
$
$
Foreign
Currency
Translation
Reserve
$
Option
Reserve
Total
$
$
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
Balance at 1 July 2016
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
73,012,412
(69,948,906)
(43,181)
711,769
3,732,094
-
-
-
(1,782,967)
-
(1,782,967)
-
5,445
5,445
-
-
-
(1,782,967)
5,445
(1,777,522)
26,890
75,992
102,882
-
-
-
-
-
-
-
-
-
3,001
(76,120)
(73,119)
-
29,891
(128)
29,763
Balance at 30 June 2017
73,115,294
(71,731,873)
(37,736)
638,650
1,984,335
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Venture Minerals Limited | 41
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2017
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
2017
2016
$
$
(726,479)
46,788
(1,223,671)
-
44,829
(886,156)
93,212
(1,366,729)
197,980
56,348
Net cash (outflow) from operating activities
18
(1,858,533)
(1,905,345)
Cash Flows from Investing Activities
Purchase of property, plant and equipment
Proceeds from the sale of property, plant and equipment
Security deposits returned
(13,399)
-
135,600
(1,563)
145,000
556,000
Net cash inflow from investing activities
122,201
699,437
Cash Flows from Financing Activities
Proceeds from issue of shares and other equity securities
Share issue transaction costs
3,460
(3,588)
661,419
(45,570)
Net cash (outflow)/inflow from financing activities
(128)
615,849
Net (decrease) in cash and cash equivalents
(1,736,460)
(590,059)
Cash and cash equivalents at the start of the year
2,670,903
3,260,962
Cash and cash equivalents at the end of the year
7
934,443
2,670,903
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 | 42
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
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 on an accrual basis under the historical cost convention,
modified where applicable by amendment of fair value of financial assets and financial liabilities.
(ii) Going concern
The financial report has been prepared on the going concern basis.
The directors believe there are sufficient grounds to believe that the business will be able to continue to
pay its debts as and when they fall due. This is based on future cash forecasts, existing cash reserves and
the ability to significantly reduce activity and preserve cash if necessary. Furthermore, the Directors are
also of the opinion that a capital raising could be achieved to raise additional funds if required.
(b) Principles of Consolidation
(i) Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of the consolidated entity as
at 30 June 2017 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 | 43
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
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. Venture Minerals overseas subsidiary Venture Thailand
Pty Ltd has a functional currency of Thai Baht and converted to the group presentational currency in
accordance with the company’s accounting policy.
(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 | 44
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
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 | 45
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
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 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 | 46
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
1.
Summary of Significant Accounting Policies (continued)
(o) Employee benefits
Short-term obligations
(i)
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be
settled within 12 months of the reporting date are recognised in respect of employee’s services up to the
end of the reporting period and are measured at the amounts expected to be paid when liabilities are
settled. The liability for annual leave is recognised in the provision for employee benefits. All other
short-term employee benefit obligations are presented as other payables.
(ii) Other long-term employee benefit obligations
The liability for long service leave and annual leave which is not expected to be settled within 12
months after the end of the period in which the employees render the related service is recognised in
the provision for employee benefits and measured as the present value of expected future payments to
be made in respect of services provided by employees up to the reporting date using the projected unit
credit method. Consideration is given to expected future wage and salary levels, experience of employee
departures and periods of service. Expected future payments are discounted using market yields at the
reporting date on national government bonds with terms to maturity and currency that match, as
closely as possible, the estimated future cash outflows.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an
unconditional right to defer settlement for at least twelve months after the reporting date, regardless of
when the actual settlement is expected to occur.
(iii) Share-based payments
The company provides benefits to employees (including directors) of the group in the form of share-
based payment transactions, whereby employees render services in exchange for shares or rights over
shares (‘equity-settled transactions’). There is currently an Employee Incentive Scheme (IOS), which
provides benefits to directors and senior executives. The cost of these equity-settled transactions with
employees is measured by reference to the fair value at the date at which they are granted. The fair
value is determined using a Black-Scholes option pricing model that takes into account the exercise
price, the term of the option, the impact of dilution, the share price at grant date and expected volatility
of the underlying share, the expected dividend yield and the risk free interest rate for the term of the
option.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of shares of Venture Minerals Limited (‘market conditions’). The number
of shares expected to vest is estimated based on the non-market vesting conditions and the probability
the option will be exercised.
(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.
(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.
Venture Minerals Limited | 47
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
1.
Summary of Significant Accounting Policies (continued)
(q) Earnings per share (continued)
(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.
(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 16 will not have a material impact on the Group’s
recognition of leases and disclosures.
(iii) AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods commencing on
or after 1 January 2018). When effective, this Standard will replace the current accounting requirements
applicable to revenue with a single, principles-based model. Apart from a limited number of exceptions,
including leases, the new revenue model in AASB 15 will apply to all contracts with customers as well as
non-monetary exchanges between entities in the same line of business to facilitate sales to customers and
potential customers. This Standard will require retrospective restatement, as well as enhanced disclosures
regarding revenue.
Venture Minerals Limited | 48
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
1.
Summary of Significant Accounting Policies (continued)
(s) New and amended standards and interpretations (continued)
The core principle of the Standard is that an entity will recognise revenue to depict the transfer of
promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for the goods or services. To achieve this objective, AASB 15 provides the
following five-step process:
identify the contract(s) with a customer;
identify the performance obligations in the contract(s);
•
•
• determine the transaction price;
• allocate the transaction price to the performance obligations in the contract(s); and
•
recognise revenue when (or as) the performance obligations are satisfied.
The directors anticipate that the adoption of AASB 15 will not have a material impact on the Group’s
Financial Statements.
AASB 2014-10: Amendments to Australian Accounting Standards – Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture (applicable to annual reporting periods
commencing on or after 1 January 2018). This Standard amends AASB 10: Consolidated Financial
Statements with regards to a parent losing control over a subsidiary that is not a “business” as defined in
AASB 3: Business Combinations to an associate or joint venture and requires that:
• a gain or loss (including any amounts in other comprehensive income (OCI)) be recognised only to
the extent of the unrelated investor’s interest in that associate or joint venture;
•
the remaining gain or loss be eliminated against the carrying amount of the investment in that
associate or joint venture; and
• any gain or loss from remeasuring the remaining investment in the former subsidiary at fair value
also be recognised only to the extent of the unrelated investor’s interest in the associate or joint
venture. The remaining gain or loss should be eliminated against the carrying amount of the
remaining investment.
The directors anticipate that the adoption of AASB 2014-10 will not have a material impact on the Group’s
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
Critical accounting estimates and judgements
2.
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that may have a financial impact on the entity and that are believed to be
reasonable under the circumstances.
The group makes estimates and assumptions concerning the future. The resulting accounting estimates and
judgements may differ from the related actual results and may have a significant effect on the carrying amount of
assets and liabilities within the next financial year and on the amounts recognised in the financial statements.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below.
(i) 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.
(ii)Deferred Tax Assets
Deferred tax assets are recognised for deductible temporary differences when management considers that is
probable that future taxable profits will be available to utilise those temporary differences.
Venture Minerals Limited | 49
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
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
Make Good Provision
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 (refer to note 9)
(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
2017
$
2016
$
44,392
44,392
93,608
93,608
-
-
176,301
176,301
197,980
10,910
56,619
265,509
197,990
7,638
205,628
77,775
30,000
27,894
135,669
8,586
4,740
4,426
54,133
3,682
75,567
-
17,560
17,560
1,165
1,165
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
27,598
27,598
25,591
25,591
Venture Minerals Limited | 50
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
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 6(c))
Increase in deferred tax liabilities (Note 6(d))
Consolidated
2017
$
2016
$
-
-
-
-
-
-
-
-
-
-
-
-
(b)
Numerical reconciliation of income tax expense to prima facie tax payable
Profit/(loss) from continuing operations before income tax expense
(1,782,967)
(3,320,006)
Tax (tax benefit) at the tax rate of 27.5% (2016: 30%)
(490,316)
(996,002)
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 6(d))
Net deferred tax assets
(d)
Deferred tax liabilities
Exploration expenditure
Other
Total deferred tax liabilities
Set-off deferred tax assets (Note 6(c))
Net deferred tax liabilities
-
10,907
(479,409)
160,360
22,062
(813,580)
479,409
813,580
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(e)
Tax losses
Unused tax losses for which no DTA has been recognized
Potential tax benefit at 27.5% (2016: 30%)
(f)
Unrecognised temporary differences
Unrecognised deferred tax asset relating to capital raising costs
61,682,762
16,962,760
60,388,471
18,116,541
3,158,988
3,065,506
Venture Minerals Limited | 51
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
Cash & Cash Equivalents
Cash & cash equivalents
Cash at bank and in hand
Deposits at call
Total cash and cash equivalents
Consolidated
2017
$
2016
$
284,443
650,000
934,443
920,903
1,750,000
2,670,903
Cash at bank and on hand
Cash on hand is non-interest bearing. Cash at bank bears interest rates between 0.00% and 1.10%
(2016: 0.00% and 1.25%).
Deposits at call
Deposits at call are bearing interest rates between 1.75%% and 2.52% (2016: 2.90% and 2.93%).
Trade & Other Receivables
Current
Other receivables
Prepayments
Total current trade and other receivables
Non-Current
Deposits1
Total non-current trade and other receivables
221,804
8,183
229,987
388,000
388,000
66,089
9,818
75,907
523,600
523,600
7.
(a)
(b)
(c)
8.
(a)
(b)
1 Deposits include cash of $353,000 (2016: $488,600) 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. The Lease Bond of $135,600 was refunded during the financial year. A
further $35,000 (30 June 2016: $35,000) is held in cash by the relevant authority for granted mining
licence.
(c)
(d)
Past due and impaired receivables
As at 30 June 2017, there were no other receivables that were past due or impaired (2016: 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 | 52
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
Consolidated
Plant &
Equipment
$
Property, Plant & Equipment
Furniture &
Equipment
$
Leasehold
Improvements
$
Motor
Vehicle
$
Land Mining
equipmentA
$
$
Total
$
9.
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
31,239
1,559
-
(15,779)
102
17,121
23,337
-
-
(4,667)
-
18,670
72,177
-
-
(18,044)
-
54,133
15,342
-
-
(6,137)
-
9,205
129,839
-
-
-
-
129,839
1,744,202
-
(938,796)
-
-
805,406
2,016,136
1,559
(938,796)
(44,627)
102
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
Year ended 30 June 2017
Opening net book amount
Additions
Impairment
Depreciation charge
Effect of exchange rates
Closing net book amount
At 30 June 2017
Cost or fair value
Accumulated depreciation
Net book amount
17,121
13,399
-
(13,326)
690
17,884
18,670
-
-
(4,426)
-
14,244
54,133
-
(54,133)
-
-
9,205
-
-
(3,682)
-
5,523
129,839
-
-
-
-
129,839
175,548
(157,664)
17,884
59,372
(45,128)
14,244
-
-
-
65,676
(60,153)
5,523
129,839
-
129,839
805,406
-
-
-
-
805,406
805,406
-
805,406
1,034,374
13,399
-
(75,567)
690
972,896
1,235,841
(262,945)
972,896
A:
Note the Mining Equipment previously written down in prior year is currently in storage and not being depreciated until put in use and is carried
at the higher of its estimated recoverable amount and the carrying value. The Company has assessed the assets for impairment and considered it
reasonable that the carrying value does not exceed it’s recoverable value.
10. Exploration & Evaluation Expenditure
(a)
Non-current
Opening balance
Exploration and acquisition costs
Write offs/provisions
Total non-current exploration and evaluation expenditure
Consolidated
2017
$
2016
$
-
1,207,371
(1,207,371)
-
-
1,397,859
(1,397,859)
-
(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 | 53
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
11. Trade & Other Payables
Current
Trade Payables
Other Payables
Total current trade & other payables
ppabkespayables
12. Provisions
Current
(a)
Employee entitlements
Total current provisions
(b) Non-Current
Employee entitlements
Total non-current provisions
Consolidated
2017
$
2016
$
68,390
99,343
167,733
39,180
148,205
187,385
373,258
373,258
249,140
249,140
-
-
135,234
135,234
13. Contributed Equity
Issued capital
(a)
Ordinary shares - fully paid
Total issued capital
Consolidated
2017
Shares
2016
Shares
Consolidated
2017
$
2016
$
320,910,028
320,910,028
316,635,187
316,635,187
73,115,294
73,115,294
73,012,412
73,012,412
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 1 July 2015
Share issue – Rights issue
Share issue – Rights issue
Exercise of options*
Less: Transaction costs
Closing Balance at 30 June 2016
Opening Balance 1 July 2016
Exercise of options*
Share Issue
Exercise of options*
Less transaction costs
14-Dec-15
18-Dec-15
13-May-16
01-Dec-16
01-Dec-16
30-May-17
287,320,170
17,879,307
10,852,710
583,000
316,635,187
316,635,187
1,915,000
814,841
1,545,000
Closing Balance at 30 June 2017
320,910,028
0.023
0.023
0.023
0.023
0.033
0.023
72,383,737
411,224
249,612
13,409
(45,570)
73,012,412
73,012,412
44,045
26,890
35,535
(3,588)
73,115,294
* Note the value of the options exercised includes the amount transferred from the option premium reserve
and the funds received on exercise of the options.
Venture Minerals Limited | 54
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
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)
Issued Share Options
2017 unlisted share option details
24 Dec 15
30 Nov 19
N/A1
N/A2
N/A3
0.1 cents
5.0 cents
45.0 cents
50.0 cents
55.0 cents
23,714,000
-
1,000,000
2,000,000
2,500,000
29,214,000
$0.098
Weighted average exercise price
(b)
2016 unlisted share option details
24 Dec 15
N/A1
N/A2
0.1 cents
45.0 cents
50.0 cents
55.0 cents
-
1,000,000
2,000,000
2,500,000
N/A3
Weighted average exercise price
5,500,000
$0.514
-
250,000
-
-
-
250,000
$0.05
24,297,000
-
-
-
24,297,000
$0.001
(3,460,000)
-
-
-
-
(3,460,000)
$0.001
(583,000)
-
-
-
(583,000)
$0.001
-
-
-
-
-
-
-
-
-
-
-
-
20,254,000
250,000
1,000,000
2,000,000
2,500,000
26,004,000
$0.098
23,714,000
1,000,000
2,000,000
2,500,000
29,214,000
$0.098
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
2017
$
2016
$
15. Reserves
(a)
Unlisted option reserve
Opening balance
Unlisted options issued during the year
Exercise of options
Lapsed options: Transfer within equity to accumulated losses
Total unlisted option reserve
711,769
3,001
(76,120)
-
638,650
190,062
534,533
(12,826)
-
711,769
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
(43,181)
5,445
(37,736)
(26,692)
(16,489)
(43,181)
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
638,650
(37,736)
600,914
711,769
(43,181)
668,588
Venture Minerals Limited | 55
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
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,
with foreign currency risk considered immaterial. 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
2017
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
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
Weighted
Average
Interest
Rate
%
Floating
Interest
Rate
Fixed
Interest
Non-
interest
bearing
Total
$
$
$
$
1.74%
0.00%
2.29%
100,118
-
-
785,600
-
353,000
48,725
221,804
35,000
934,443
221,804
388,000
100,118
1,138,600
305,529
1,544,247
0.00%
0.00%
0.00%
Weighted
Average
Interest
Rate
%
2.32%
0.00%
2.73%
0.00%
7.18%
0.00%
-
-
-
-
-
-
-
-
167,733
-
-
167,733
Floating
Interest
Rate
Fixed
Interest
Non-
interest
bearing
167,733
-
-
167,733
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
187,385
931
-
188,316
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 | 56
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
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 2017, 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
2017
2016
Carrying
Amount
$
Net fair
Value
$
Carrying
Amount
$
Net fair
Value
$
934,443
221,804
388,000
934,443
221,804
388,000
2,670,903
66,089
523,600
2,670,903
66,089
523,600
1,544,247
1,544,247
3,260,592
3,260,592
167,733
-
-
167,733
167,733
-
-
167,733
187,385
931
-
188,316
187,385
931
-
188,316
Consolidated
2017
$
2016
$
17. Earnings per Share
(a) Earnings/(Loss)
Earnings/(loss) used in the calculation of basic EPS
(1,782,967)
(3,320,006)
(b) Weighted average number of ordinary shares
(‘WANOS’)
WANOS used in the calculation of basic earnings per
share:
319,893,791 302,918,685
Venture Minerals Limited | 57
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
18. Cash Flow Information
a) Reconciliation of cash flows from operating activities with loss from ordinary activities after
income tax:
(Loss) from ordinary activities after income tax
(1,782,967)
(3,320,006)
Consolidated
2017
$
2016
$
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
a) Non-cash investing and financing
Share-based payments expense – acquisition of mineral
tenements. Refer to note 23 for further details.
19. Commitments
(a) Exploration commitments
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
75,567
29,891
-
-
4,755
44,627
534,533
805,407
(11,610)
(16,590)
(154,080)
(10,472)
(20,583)
(11,116)
(1,858,533)
16,328
52,438
(1,905,345)
3,000
-
Consolidated
2017
$
2016
$
961,744
3,002,347
-
3,964,091
583,746
2,238,821
-
2,822,567
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 | 58
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
19. Commitments (continued)
(b) Finance lease liabilities
There are no finance leases held by the group; in prior year the group leased a motor vehicle under a
finance lease expiring in July 2016 which is now fully paid. On expiry of the lease the Group retained
ownership of the vehicle.
Consolidated
2017
$
2016
$
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
20. Events Occurring After Balance Date
Subsequent to 30 June 2017, the company announced on 11 September 2017, a placement for the issue of up to
95,000,000 shares to raise up to $1,900,000 at $0.02 in a two tranche placement:
•
•
Tranche 1 - issuing 46,717,663 ordinary shares at $0.02 per share to raise total gross proceeds of
$934,353 to be completed by 18 September 2017. The issue will be made under the Company’s 15%
capacity, pursuant to ASX Listing Rule 7.1; and
Tranche 2 – issuing up to 48,282,337 ordinary shares at $0.02 per share to raise total gross proceeds of
up to $965,647 will be issued subject to shareholder approval at a General Meeting to be held late
October 2017.
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 | 59
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
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:
2017
Total segment revenue
Interest revenue
Depreciation and amortisation expense
Total segment loss before income tax
2016
Total segment revenue
Interest revenue
Depreciation and amortisation expense
Total segment loss before income tax
Total segment assets
30 June 2017
30 June 2016
Total segment liabilities
30 June 2017
30 June 2016
Exploration
South
East Asia
$
Australia
$
Corporate
$
Total
$
-
-
2,115
(494,964)
-
-
7,998
(538,221)
44,392
44,392
65,454
(749,782)
44,392
44,392
75,567
(1,782,967)
-
-
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)
28,300
34,364
935,245
935,245
1,561,781
3,335,175
2,525,326
4,304,784
5,709
21,418
-
-
535,282
551,272
540,991
572,690
(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 $44,392 (2016: $93,608) 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 | 60
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
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
2017
$
2016
$
Key Management Personnel Compensation
Short-term employee benefits
Post-employment benefits
Eligible termination payments
Share-based payments
Total key management personnel compensation
271,144
12,269
-
-
283,413
426,108
34,906
-
381,150
842,164
Detailed remuneration disclosures are provided within the remuneration report which can be found on pages 24 to 34 of the
directors’ report.
(d) Transactions with other related parties
The following transactions occurred with related parties:
Consolidated
2017
$
2016
$
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
Recharges of costs to Blackstone Minerals Limited
Purchases from director related entities (excluding GST):
Recharges of shared costs from Gryphon Minerals Ltd
Recharges of shared costs from Onedin Enterprises Pty Ltd
-
16,447
39,008
103,679
3,743
20,968
8,103
-
25,175
3,106
24,911
-
Outstanding balances arising from recharges/purchases with Director Related Parties:
Current receivables
Current payables
41,556
-
10,965
-
(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 | 61
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
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
30 June 2017
There were 250,000 options with an exercise price of $0.05, expiring on or before 30 November 2019,
granted in the current financial year ended 30 June 2017. The weighted average fair value of the
options granted was $0.012. The price was calculated by using the Black-Scholes European Option
Pricing Model applying the following inputs:
30 June 2016
The weighted average fair value of the 24,297,000 options granted in prior year was $0.022.
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
2017
5.0
3.0
3.3
85.0%
1.94%
2016
0.1
4.69
2.2
85.0%
2.24%
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
Exploration Expenditure
24. Contingent Liabilities
Consolidated
2017
$
2016
$
-
3,001
534,533
-
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 where unencumbered approvals granted by 31 December 2014 the Company may have
been liable to repay up to $950,000.
Venture Minerals Limited | 62
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
24. Contingent Liabilities (continued)
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.
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):
Name of entity
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
Country of
incorporation
Australia
Australia
Australia
Australia
Australia
Australia
Thailand
Class
of shares
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Equity holding A
2017
%
100
100
100
100
100
100
100
2016
%
100
100
100
100
100
100
100
A: The proportion of ownership interest is equal to the proportion of voting power held.
Interest in Joint Venture Operations & Farm-in Arrangements
26.
During the period, Venture entered into a Joint Venture with Muggon Copper Pty Ltd forming the Caesar JV
earning up to 90%. The company is on track to spend $300,000 in the first year in accordance with clause b)
below:
a) Should Venture elect to drill on the Project then Venture will pay the Vendor $25,000 in cash and issue
$25,000 in Venture shares;
b) Venture must spend $1.5M within 3 years to earn 51% interest in the Project, with $300,000 to be spent
within the first 12 months;
c) Once Venture has earned 51% interest in the Project, Venture must then spend a further $4.5M within
the next 3 years to take Venture’s interest in the project to 75%;
d) Once Venture has earned 75% interest in the Project, the Vendor must elect to either contribute or
dilute to a 10% interest upon the completion of a Bankable Feasibility Study or Definitive Feasibility
Study (whichever comes first) on the project;
e) Once Venture has earned 90% interest in the Project, the Vendor must elect to either contribute or
dilute to a royalty of 1% of the net smelter return;
f) Venture has the first right of refusal should the Vendor elect to sell its interest in the Project at any time
based on an independent expert’s valuation.
Venture Minerals Limited | 63
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2017
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
2017
$
2016
$
1,137,914
1,365,475
2,503,389
535,281
-
535,281
2,715,432
4,259,651
6,975,083
416,038
135,234
551,272
73,115,294
(71,785,836)
638,650
1,968,108
73,012,412
(67,300,370)
711,769
6,423,811
(4,485,466)
-
(4,485,466)
(2,604,477)
-
(2,604,477)
The parent entity has not guaranteed any loans for any entity during the year.
(e) Contingent Liabilities of the Parent Entity
The parent entity did not have any contingent liabilities as at 30 June 2017 or 30 June 2016.
(f) Guarantees entered into by the Parent Entity
The parent entity has not guaranteed any loans for any entity during the year.
Venture Minerals Limited | 64
Directors’ Declaration
In the directors’ opinion:
(a) the financial statements and notes set out on pages 38 to 64 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 2017 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 24 to 34 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 2017
Venture Minerals Limited | 65
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 19 September 2017 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: 1,841.
Substantial Shareholders
The names of the substantial shareholders as at 19 September 2017:
Shareholder
Republic Investment Management Pte Ltd
Molton Holdings Limited
Elphinstone Holdings Pty Ltd
Number of shareholders
Fully Paid Ordinary Shares
192
689
539
1,421
390
3,231
Number
42,015,698
25,707,752
30,313,741
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
Unlisted options $0.05
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
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
30 November 2020
20,254,000 10
250,000
1
Venture Minerals Limited | 70
Additional Shareholder Information
Equity security holders
The names of the twenty largest ordinary fully paid shareholders as at 19 September 2017 are as follows:
Shareholder
HSBC CUSTODY NOM AUST LTD
ELPHINSTONE HLDGS PL
MERRILL LYNCH AUST NOM PL
J & J BANDY NOM PL
HALLIDAY PETER HAMISH
J P MORGAN NOM AUST LTD
CITICORP NOM PL
SEVENTY THREE PL
WGS PL
PARSONS STEPHEN
KINGSFORD INV PL
ONEDIN ENTPS PL
JENKINS K + HOUGHTON N W
TRITTON SIMON WILLIAM
MAPT PL
CODEE WOUTER
FORSYTH BARR CUSTS LTD
BRISPOT NOM PL
RISTOVSKI NOM PL
WEBB 19 HLDGS PL
Number
% Held of Issued Ordinary
Capital
72,448,973
30,313,741
17,267,921
8,500,000
6,077,500
5,135,340
3,978,449
3,500,000
3,200,000
3,077,500
3,045,000
2,933,332
2,900,000
2,750,000
2,603,533
2,500,000
2,485,156
2,070,263
2,000,000
2,000,000
178,786,708
19.71%
8.25%
4.70%
2.31%
1.65%
1.40%
1.08%
0.95%
0.87%
0.84%
0.83%
0.80%
0.79%
0.75%
0.71%
0.68%
0.68%
0.56%
0.54%
0.54%
48.64%
Venture Minerals Limited | 71
Schedule of Tenements
As at 28 September 2017
Project
Mount Lindsay
Location
Tasmania
Tasmania
Tasmania
Tasmania
Tasmania
Tasmania
Tenement
3M/2012
5M/2012
7M/2012
EL21/2005
EL45/2010
EL72/2007
South West WA
Western Australia
E70/4837
Caesar Project
Western Australia
E09/2131
Thali
1
Key
EL:
M:
Thailand
Thailand
70/2558
71/2558
Venture Minerals is earning up to a 90% interest from Muggon Copper Pty Ltd
Exploration Licence
Mining Lease
Interest
100%
100%
100%
100%
100%
100%
100%
0%
100%
100%
Venture Minerals Limited | 72