Annual Report
30 June 2019
ABN 51 119 678 385
Corporate Directory
Non-Executive Chairman
Mel Ashton
Managing Director
Andrew Radonjic
Non-Executive Directors
Hamish Halliday
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 Australia 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
2019 Annual Report
2
3
42
43
73
74
78
80
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 2019.
In the second half of the year, with the strengthening in the Iron Ore markets, Board and
Management decided to revisit its previously shelved Iron Ore project in Tasmania through an
updated Pre-Feasibility Study which was commissioned in May 2019.
Venture has been focused on achieving key milestones towards re-commencing the Riley Iron Ore
Project in a relatively short timeframe. This included signing an Off-take Agreement with a Tier One
off-take partner in Prosperity Steel.
The company recently completed a successful capital raising of $5.7 million which afforded the
opportunity to our shareholders to participate in raise and we would like to thank our new and
existing shareholders for their support in providing funding towards recommencing mining in
Tasmania.
Following the capital raising, Venture finalised its feasibility in August 2019 and the Board made a
decision to recommence mining. As announced to shareholders on the 22nd August 2019, the Riley
Iron Ore Mining Study delivered strong returns from low capex and an IRR of 303%. We
acknowledge the Iron Ore price is subject to volatility and will continue to watch the markets in great
detail.
Since releasing the updated study, key appointments have been made including a highly experience
General Manager of Operations to guide the company as it transitions through to development and
into production and will ensure our safety and environmental standards are exceeded.
The Company remains positive about the outlook for the current year and is excited about advancing
the Riley Iron Ore Project and is looking forward to unlocking value through mining, whilst
continuing to review its flagship t Mount Lindsay Tin-Tungsten project and explore its other
prospects in Western Australia.
I would like to thank the Board and Management team for their support in what has been an
extremely busy year. I thank our staff who have continued to strive towards achieving our goal of
progressing towards becoming a mining company, and our shareholders for continued belief and
support in Venture Minerals through this growth phase of our company.
Mel Ashton
Chairman
Venture Minerals Limited | 2
Directors’ Report
For the year ended 30 June 2019
The Directors of Venture Minerals Limited submit herewith the consolidated financial statements of the
Company and its controlled entities (“Group” or “Consolidated Entity”) for the financial year ended 30 June
2019 in order to comply with the provisions of the Corporations Act 2001.
1.
Directors
The following persons were Directors of Venture Minerals Limited during the whole of the financial year and up
to the date of this report, unless otherwise stated:
Mr Mel Ashton
Mr Andrew Radonjic
Mr Hamish Halliday
Mr John Jetter
Non-Executive Chairman
Managing Director
Non-Executive Director
Non-Executive Director
2.
Principal Activities
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.
Subsequent to year end, the Board made a commitment to recommence mining at its Riley Project, Tasmania.
3.
Group Financial Overview
Profit and Loss
The loss attributable to owners of the consolidated entity after providing for income tax amounted to
$2,983,022 which includes a loss from discontinued operation of $147,252 (2018: $3,511,165 from continuing
operations).
Financial Position
The consolidated entity had $4,688,027 in cash and cash equivalents as at 30 June 2019 (2018: $2,308,957).
4. Dividends Paid or Recommended
The Directors do not recommend the payment of a dividend and no amount has been paid or declared by way of
a dividend to the date of this report.
5.
Business Strategies & Prospects for the Forthcoming Year
Venture Minerals Limited is focused upon the exploration and development of mineral resources within its
current portfolio of projects in Tasmania and Western Australia.
Venture’s strategy and key focus is to recommence its Riley Iron Ore Mine following the release of the Updated
Study in August 2019 and a decision by the Board to recommence mining.
Venture is focussed on delivery its first shipment of Iron Ore under its Offtake Agreement with Prosperity Steel
by Quarter 4 of calendar year 2019.
With the focus now on Riley, Venture has put on hold its underground scoping study on the high-grade portion
of the tin-tungsten resource at the Mount Lindsay Project. Venture hopes to recommence the study during the
year which will determine Venture’s strategy on the asset going forward.
Material business risks that may impact the results of future operations include future commodity prices,
exchange rate fluctuations, further exploration results and funding.
Venture Minerals Limited | 3
Directors’ Report
For the year ended 30 June 2019
6.
Significant Changes in the State of Affairs
During the year the company deregistered its Thailand subsidiary and discontinued operations.
On 18 July 2018, a placement to Sophisticated Investors was completed raising $739,585 before costs through
the issue of 24,652,832 shares at an offer price of $0.03.
On 31 May 2019, a placement to Sophisticated Investors was completed raising $1,561,836 before costs
through the issue of 78,091,800 shares at an offer price of $0.02 and the institutional entitlement offer was
completed raising $1,052,813 before costs through the issue of 52,640,639 shares at an offer price of $0.02
under the prospectus dated 20 May 2019.
On 10 August 2018, the company issued 2,000,000 ordinary shares at $0.025 to the Vendors of the Golden
Grove North Project, taking the total cost of acquisition to $25,000 cash and $50,000 of equity, totalling
$75,000.
7.
Review of Operations
Riley Iron Ore Mine, North West Tasmania
The 100% owned Riley Iron Ore Mine (Riley DSO Hematite Project) is located 10 km from the Mount Lindsay
Deposit (Refer Figure One) and occurs as a hematite rich pisolitic and cemented laterite. The deposit is all at surface,
located less than 2 km from a sealed road that accesses existing rail and port facilities.
Venture Minerals Limited | 4
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Table One | Resource Statement - Riley DSO Project
Resource
Tonnes
Fe (%)
Fe (%)
Calcined
SiO2 (%)
Al2O3 (%)
P (%)
S (%)
LOI
(%)
Indicated
2.0mt
57
61
3.3
2.7
0.03
0.08
7.9
Note: Refer to ASX announcement on 19 June 2019.
Following completion of the resource, Venture engaged independent mining engineers, Rock Team, to complete
mining studies on the deposit and produce a reserve statement. With all the hematite resources at Riley located at or
near surface, the study delivered a 90% conversion rate of resource to reserve under the JORC Code 2004, this was
later upgraded to meet the guidelines of the JORC Code 2012 (Refer Table Two), resulting in an 80% conversion rate of
resource to reserve.
Table Two |Reserve Statement - Riley DSO Project
Reserve
Tonnes
Fe (%)
Fe (%)
Calcined
SiO2 (%)
Al2O3 (%)
P (%)
S (%)
LOI (%)
Probable
1.6mt
57
61
3.9
2.8
0.03
0.07
7.1
Note: Refer to ASX announcement on 22 August 2019
Activities during the Year
During the year, the Company maintained its renewed focus towards recommencing mining at its Riley Iron Ore
Mine following a sustained recovery in the iron ore price over the last 7 months.
Venture has had the Riley Iron Ore Mine on Care & Maintenance since August 2014 shortly after it suspended
operations. The iron ore price used in the updated Mining Study is 30%* higher in AUD terms than upon the closing
of Riley. Since early last December, the 62% Fe price has risen by almost 40%* in USD terms and with the recent
events at Vales’ mines in Brazil these price levels could be sustained for at least the near term.
Venture achieved its first major milestone towards recommencing the Riley Iron Ore Mine when it secured an off-
take agreement with one of the largest iron ore traders in the world. The company has assembled a team of highly
experienced mining professionals to work on updating the previous mining study so that a decision to recommence
mining can be made at the earliest opportunity. This coincided with the award of preferred tenderer status to Shaw
Contracting for major components of the project, as another key step towards recommencing mining. Shaw
Contracting were the previous mining contractors appointed in 2014 when Riley first commenced mining (Refer Figure
Two) before the mine was put on care and maintenance.
The Company has already completed extensive pre-production work at the Riley Project putting in place all the
necessary requirements to commence mining; it is therefore, and has always been, a “quick to market” opportunity
for the company.
Approximately 90% of the Equipment that was previously acquired is still on hand. Venture’s investigations have
identified that the remaining equipment required to facilitate recommencement of operations is readily available in
the market and are not considered to be long lead-time items.
Given the very low strip ratio characteristics of the Riley DSO deposit, the Company is examining a range of
scenarios to facilitate early stage production opportunities and will update the market further as these are completed.
* Pricing comparisons were done on the 15th August 2019 when the 62% Fe price was US$90.35 and the exchange rate was 0.68 for A$132.87
Venture Minerals Limited | 5
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Two: Previous mining activity at the Riley Iron Ore Project.
Venture Minerals Limited | 6
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Highlights at the Riley DSO Hematite Project include:
▪ Binding Terms Sheet signed for the Riley off-take with Prosperity Steel United Singapore Pte Ltd, one of
the largest iron ore traders in the world (Refer to ASX announcement 2 May 2019);
▪ Riley Iron Ore Mine is situated on a granted mining lease and is positioned to recommence operations
within a very short period of time;
▪ Approximately 90% of the Equipment that was previously purchased is still on hand;
▪ Riley has Reserves of 1.6Mt @ 57% Fe with low impurities (Refer Table Two);
▪ The Riley DSO deposit is all at surface, located less than 2 km from a sealed road that accesses existing
rail and port facilities (Refer Figure One).
Livingstone DSO Hematite Project, North West Tasmania
Located only 3.5 km from the Mount Lindsay Tin-Tungsten Deposit, is the 100% owned Livingstone DSO Hematite
Deposit (Refer Figure One). Livingstone consists of an outcropping hematite cap overlaying a magnetite rich skarn. The
hematite occurs from surface, is consistent in grade and located only 2 km 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 test work 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 Three).
Table Three | Resource Statement Livingstone DSO Project
Resource
Tonnes
Fe (%)
Indicated
2.4mt
57
Fe (%)
Calcined
61
SiO2 (%)
Al2O3 (%)
P (%)
S (%)
LOI (%)
5.4
1.9
0.07
0.05
7.0
Note: Refer to ASX announcement on 26 July 2012.
This information 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.
Activities during the Year
There was no field activity during the year.
Venture Minerals Limited | 7
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Mount Lindsay Project, Tin-Tungsten, North West Tasmania
Introduction
The Mount Lindsay Project (148 km2) is located in north-western Tasmania (Refer Figure One) within the contact
metamorphic aureole of the highly perspective Meredith Granite. The project sits between the world class Renison
Bell Tin Mine (Metals X Ltd/Yunnan Tin Group >230kt of tin metal produced since 1968) and the Savage River
Magnetite Mine (operating for >50 years, currently producing approximately 2.5 Mtpa of iron pellets). Mount
Lindsay has excellent access to existing infrastructure including hydro-power, water, sealed roads, rail and port
facilities.
Venture owns 100% of the tenure that hosts both the Mount Lindsay Tin-Tungsten Deposit and all of the surrounding
prospects.
Since commencing exploration on the project in 2007, Venture has completed approximately 83,000m of diamond
core drilling at Mount Lindsay and defined JORC compliant Measured, Indicated and Inferred Resources.
Tin-Tungsten Resources
Table Four | Resource Statement – Mount Lindsay Tin-Tungsten Project (as previously announced 17 October 2012)
Lower
Cut
(Tin
equiv)
0.2%
0.45%
0.7%
1.0%
Category
Tonnes
Measured
8.1Mt
Indicated
Inferred
17Mt
20Mt
TOTAL
45Mt
Measured
4.3Mt
Indicated
5.2Mt
Inferred
3.9Mt
TOTAL
13Mt
Measured
2.2Mt
Indicated
1.9Mt
Inferred
0.6Mt
TOTAL
4.7Mt
Measured
1.0Mt
Indicated
0.7Mt
Inferred
0.2Mt
TOTAL
1.9Mt
Tin
Equiv.
Grade
0.6%
0.4%
0.4%
0.4%
0.8%
0.7%
0.6%
0.7%
1.1%
1.0%
1.0%
1.1%
1.5%
1.3%
1.4%
1.4%
Tin
Grade
Tungsten
Grade (WO3)
Mass Recovery
of Magnetic Iron
(Fe) Grade
Copper
Grade
Contained
Tin Metal
(tonnes)
Contained
WO3 (mtu)
0.2%
0.2%
0.2%
0.2%
0.3%
0.3%
0.3%
0.3%
0.3%
0.4%
0.5%
0.4%
0.5%
0.5%
0.7%
0.5%
0.1%
0.1%
0.1%
0.1%
0.2%
0.2%
0.1%
0.2%
0.3%
0.3%
0.3%
0.3%
0.5%
0.3%
0.3%
0.4%
17%
15%
17%
17%
18%
15%
9%
14%
18%
11%
3%
13%
19%
10%
<1%
14%
0.1%
0.1%
0.1%
0.1%
0.1%
0.1%
0.1%
0.1%
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
8,000
7,000
3,000
1,100,000
1,200,000
960,000
3,200,000
980,000
810,000
520,000
2,300,000
750,000
480,000
150,000
18,000
1,400,000
5,000
4,000
2,000
450,000
220,000
70,000
10,000
750,000
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. This information 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 | 8
Directors’ Report
For the year ended 30 June 2019
7. Review of Operations (continued)
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 formula 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 reasonable potential to be recovered for when the Mount Lindsay Project goes into production.
▪
The resource base at Mount Lindsay is hosted within two magnetite rich skarns (Main Skarn and the No.2 Skarn)
which extend over a total strike of 2.8 km 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 1.1 km of strike.
Recently, Venture has focused efforts at Mount Lindsay on identifying additional high-grade tin-tungsten targets, in
close proximity to the Mount Lindsay Deposit. The low-cost exploration work is part of a broader strategy focused on
identifying high grade mineralisation within trucking distance of the existing deposit that has the potential to further
strengthen the economics of the Mount Lindsay Project.
Activities during the Year
During the year, the tin price strengthened with the June Quarter featuring a robust Tin Price which sat around
US$20,000/t and is around US$18,000/t* (~A$26,000/t) supporting the improved economic outlook for the Mount
Lindsay Project. Tin is now recognised as a fundamental metal to the battery revolution (Refer Figure Three) and the
International Tin Association is now predicting a surge in demand driven by the lithium-ion battery market of up to
60,000tpa by 2030 (world tin consumption was 363,500t in 2018**). Last year the Company commissioned the
Underground Scoping Study and will be looking to realise this potential by leveraging off the feasibility work
previously completed. Work on the study is well advanced but recently it was put on hold and is looking to
recommence the study during the coming year.
Venture is uniquely positioned, with Mount Lindsay being one of the largest undeveloped tin projects in the world,
containing in excess of 80,000 tonnes of tin metal (Refer Table Four). In addition, the Mount Lindsay Project also hosts,
within the same mineralised body, a globally significant tungsten resource containing 3,200,000 MTU (metric tonne
units) of WO3 (Refer Table Four).
Venture has a large resource base to draw from and is looking at a number of strategies to optimise the higher-grade
portions at Mount Lindsay, which previously reported resources included 4.7Mt @ 0.4% Sn & 0.3% WO3 (Refer Table
Four).
* Tin Price sourced from LME website and is the quoted Bid Cash price as of the 15th July 2019.
**DATA: International Tin Association, CRU, WBMS
Venture Minerals Limited | 9
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Three | Metals most impacted by new technology
*DATA: International Tin Association, CRU, WBMS
Mount Lindsay Tin-Tungsten Project Highlights Include:
▪ Approximately 83,000m of diamond core drilling has been completed on the project by Venture most of
which has been used to define JORC compliant resources with +60% in the Measured & Indicated
categories;
▪ Feasibility Study completed with comprehensive metallurgical test-work and post-feasibility delivered a very
high grade 75% tin concentrate result that is likely attract price premiums;
▪ Tin is at ~US$18,000/t and has increased by 35% since January 2016;
▪ Tungsten’s APT price is at ~US$230/mtu has increased by 35% since February 2016;
▪ Several High-Grade Targets with drill results to follow up including Big Wilson with 17.4m @ 2% tin (Refer
Figure Two and to ASX Announcement 2 August 2012).
Venture has successfully defined eight new targets considered prospective for high grade tin-tungsten
mineralisation as well as targets prospective for copper and nickel mineralisation (Refer Figure Four). These targets are
hosted within the broader skarn units identified throughout the Mount Lindsay area of which, to date, only 10%
have been drill tested.
Venture Minerals Limited | 10
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
During the year, UTS Geophysics completed a high-resolution Airborne EM survey using the VTEMTM Max system
over the entire Mount Lindsay Project, with the aim of identifying further High-Grade Tin targets, including those
with the potential to host Renison Bell style mineralisation.
Renison Bell (Renison) is one of the world’s largest and highest-grade tin mines, with mining spanning three
centuries (Refer to ASX Announcement 13 March 2019). Previous exploration at Mount Lindsay had already identified
potential tin targets located within the carbonate units and potentially the same fault zone (Federal-Basset Fault) that
hosts the Renison Mine only 12 kms along strike to the southeast (Refer Figure Four). With Renison being a major
Skarn, carbonate replacement, pyrrhotite-cassiterite style deposit (Refer to ASX Announcement 13 March 2019), Venture
believes the VTEMTM Max system is an ideal exploration tool for making discoveries for the Renison style of tin
mineralisation at Mount Lindsay.
The aim of the EM survey is to generate drill targets that may lead to further tin discoveries that could enhance future
development of the Mount Lindsay Tin-Tungsten Project. The final results of the Airborne EM survey are expected
in the coming year.
Venture Minerals Limited | 11
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Four | Map showing High Grade Tin-Tungsten Targets
Renison Style Drill Targets
Renison Bell Tin Mine (50% MLX)
Produced > 230,000t of Tin Combined
Resources of
Measured/Indicated/Inferred:
215,700t of Tin*
*MLX Corporate Presentation 23 August 2018
Venture Minerals Limited | 12
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Thor VMS Prospect, Base & Precious Metals, Western Australia
Introduction
The Thor Prospect sits within Venture’s Southwest tenement package (281 km²) and is located 240 km south of Perth
(Refer Figure Eight), hosted within 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 Electromagnetic (EM) surveys which culminated in the
discovery of a base and precious metals deposit (Kingsley Prospect) (Refer Figures Five and Eight) 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 copper, zinc, tin, bismuth, tungsten and antimony,
elements that are typically elevated in VMS systems.
Following the discovery of the main Thor target, as well as three additional anomalies to the east, the Company then
worked on extending and refining the known exploration targets. This resulted in surface sampling extending the
main Thor target, and also identifying additional targets to the north and south, pushing the total combined strike to
over 10 km of EM and geochemical targets.
The Company later acquired the northern extension, so that Thor now encompasses some 24-strike km of prospective
geology which already hosts multiple VMS Style targets (Refer Figure Eight).
Activities during the Year
Venture completed the initial drilling program and confirmed the presence of VMS style mineralization and now has
a 20km VMS target zone at Thor (Refer Figure Seven). Following on a new high-resolution airborne EM survey
delivered priority VMS drill targets for testing within the original Thor area (Refer Figures Five and Six).
The second phase of drilling at the Thor Prospect intersected further massive sulfides with Copper and Zinc
mineralisation. The assay results received from the last two drill holes suggest that the Company is vectoring in
towards higher grade zones within the Thor VMS sequence.
Thor has seen only two single drill holes targeting two of the thirteen priority VMS drill targets delineated around the
initial discovery area (Refer Figures Five and Six). Further drilling will go towards unlocking the potential of Thor’s 20km
VMS target zone, believed to host Golden Grove type mineralisation.
Thor has the same EM and geochemical signature as Teck’s adjacent VMS Kingsley discovery, which is one of a
number of VMS occurrences in the Archean Yilgarn Craton of Western Australia, with the Golden Grove Camp
(Mine), 450 km north-east of Perth being the prime example, with over nine VMS deposits spread over 13 km of
strike. At the end of 2002, Golden Grove had an endowment (resources and production) of 40.2Mt @ 1.8% Cu, 0.9%
Pb, 7.6% Zn, 103 g/t Ag and 0.8 g/t Au. In February 2017, EMR Capital purchased Golden Grove for US$210M and
states that after 27 years of production there is over 10 years of mine life in reserve for the 1.3Mt per annum
operation
Venture Minerals Limited | 13
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Five | Plan View of Final Xcite AEM Survey Channel 35 Results at the Thor Prospect.
Thor Priority VMS
Drill Targets
Historic Kingsley
VMS
Prospect
* GSWA Record 2017/9: Metamorphosed VMS Mineralization at Wheatley, Southwest, Western Australia by LY Hassan.
Venture Minerals Limited | 14
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Six | Oblique View of Final Xcite AEM Survey Channel 35 Results superimposed on an electrical conductivity model
represented by 20,50 & 100 siemens/metre shells at the Thor Prospect.
86m zone with disseminated sulfides from 232m
NORTH
20 siemens/metre shell
50 siemens/metre shell
100 siemens/metre shell
2.4m of massive sulfide within 136m zone with disseminated sulfides from 186m
Venture Minerals Limited | 15
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Seven | Thor VMS Target with drilling on aeromagnetic image
E70/4837 &
E70/5067
20km VMS
Target Zone
Sulfide Drill Intersections
Confirmed VMS system
Venture Minerals Limited | 16
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Eight | Thor & Odin Prospects Location Plan
Odin
Prospect
Li and Ni-Cu
targets
Venture Minerals Limited | 17
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Golden Grove North Project, Base & Precious Metals, Western Australia
Introduction
Venture has acquired a highly prospective land package (374 km2) less than 10 kilometres north of the Golden Grove
Camp (Mine) (Refer Figure Nine). currently Western Australia’s premier location for VMS deposits. In 2002, Golden
Grove had an endowment (resources and production) of 40.2Mt @ 1.8% Cu, 0.9% Pb, 7.6% Zn, 103 g/t Ag & 0.8 g/t
Au (Refer Figure Nine), and recently EMR Capital purchased the Mine for $US210M.
The Golden Grove North project (approx. 370 km north-northeast of Perth) has not been the focus of VMS
exploration for the last 25 years and it is the Company’s goal to use a systematic exploration approach, utilizing the
latest techniques to explore for VMS style mineralisation.
There are already several compelling target areas throughout the project, including a number of historic shallow gold
drill intersections including 10 metres @ 1.4g/t gold from 16m; 8 metres @ 2.1g/t gold from 6m; 6 metres @2.3g/t
gold from 6m; 3 metres @ 3.6g/t gold from 95 m; and several strong gold and copper surface rock chip sampling
results, including 9.4g/t gold, 7.4g/t gold and 6.6% copper; 6.2g/t gold, 5.7g/t gold, 4.0 g/t gold, 3.8g/t gold and 0.1%
lead; 7.6% copper and 27g/t silver; 8.0% copper and 2.0% copper; and an extensive land position of interpreted
lithologies prospective for VMS style mineralisation for over 25 strike kilometres that remain, due to cover, largely
untested (Refer Figure Nine and to ASX announcement 30 October 2018).
Activities during the Year.
Since the acquisition of the project was reported (Refer to ASX Announcement 30 Ocotber 2018) the Company continued to
collate historical data and is in process of doing field validation work in preparation for a geological re-interpretation
of the project in order to generate new VMS target areas.
Venture Minerals Limited | 18
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Nine | Golden Grove North Project- Geological setting with historic drill hole intersections >1g/t
gold and significant historic rock chip surface sample results.
1 Refer to ASX announcement 30th October 2018
Venture Minerals Limited | 19
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Kulin Project, Nickel-Copper-Cobalt, Western Australia
Introduction
The Company has now one granted exploration licence (312 km²) left, within its former Pingaring Project (now
renamed to Kulin), which is located ~230 km south-southeast of Perth in Western Australia. Venture is focusing on
the interpreted layered mafic-ultramafic intrusion near the town of Kulin. The layered mafic-ultramafic intrusion
target sits within the granted exploration licence (E70/5077) which has 60 strike kms of interpreted ultramafic zones
(Refer Figure Ten).
Activities during the Year.
During the year, the Company continued working towards completing a broad spaced surface sampling and mapping
program over the priority target which sits in the project area.
Venture Minerals Limited | 20
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Ten | Kulin Project - Aeromagnetic Image over Priority Target
Venture Minerals Limited | 21
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Odin Prospect, Lithium and Nickel-Copper, Western Australia
Introduction
The Odin prospect is located in the Company’s Southwest tenement package, which encompasses 281 km² of the
Balingup metamorphic belt (Refer Figure Eight). Venture discovered a lithium target situated ~30 km south of
Greenbushes, the world’s largest hard rock lithium mine (produces ≈40% of the world’s lithium and is owned 51%
by Tianqi Lithium and 49% Albemarle). Odin was discovered following a detailed geological mapping and surface
geochemical program, which identified a potentially lithium bearing pegmatite system.
Following two phases of surface exploration a lithium target was identified which extended over 1.9 km of strike and
was up to 150 m wide. The geochemistry in the laterite is analogous to Greenbushes with significantly elevated levels
of tin, tantalum and niobium. In addition to the geochemistry, mapping confirmed the presence of coarse “books” of
muscovite within the laterite which is considered indicative of pegmatites in a deeply weathered environment.
Venture received co-funding from Western Australian State Government to drill the first hole (ODD01) during the
June 2018 quarter to test the lithium target. A total of 20 metres of pegmatites spread over several intervals was
intersected within a mafic-ultramafic gneiss. The assay results received concluded that the pegmatites intersected in
ODD01 did not contain significant lithium.
ODD01 also intersected disseminated Nickel-Copper sulfides within a mafic-ultramafic host unit, therefore realising
the Company a new Nickel-Copper Target (Refer Figure Eleven). The nickel-copper target was identified between two of
the pegmatite zones intersected in the hole, the drilling intersected a continuous 21 metre zone of minor disseminated
Nickel-Copper sulfides hosted within a mafic-ultramafic gneiss, which may represent part of a metamorphosed
magmatic nickel-copper sulfide system. Hand-held XRF analyses verified the presence of elevated nickel and copper
within these sulfides.
Venture’s surface sampling shows significant nickel and copper geochemical anomalies within the mafic-ultramafic
target units a few kilometres to the south west and south east of the first hole (Refer Figure Eleven).
Activities during the Year.
During the year, the Company continued to assess the final data generated by the recently completed NRG high-
resolution Xcite™ Airborne EM survey over the entire Southwest tenement package, which covered the previously
generated geochemical anomalies. Once the interpretation of the new EM survey data is complete the Company will
look prioritise the nickel and copper targets in and around Odin for potential drill testing in the future.
Venture Minerals Limited | 22
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Eleven | Ultramafic-Mafic hosted Nickel-Copper Targets at the Odin Prospect.
GEOTE
M target
Lag Ni
+90ppm
ODD01
includes mafic
gneiss zones
with
disseminated
copper and
nickel-bearing
sulfides
Lag Cu anomaly +500ppm
& lag Ni +90ppm
Lag Ni +1,000ppm
within broader As
anomaly to 290 ppm
Venture Minerals Limited | 23
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Caesar Project, Nickel-Copper-Cobalt, Western Australia
Introduction
The Caesar Project is located approximately 200 km north northeast of Geraldton (Refer Figure Twelve) and consists of a
granted exploration licence covering 49 km² (for which Venture Minerals is earning up to 90%) as well as an
additional 83 km² in another granted exploration licence that is held by Venture Minerals.
Figure Twelve | Caesar Project - Location Map
Venture Minerals Limited | 24
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Late 2016, Venture Minerals 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 to ASX announcement 23
November 2016).
Previous exploration work on the Caesar Project, including surface geochemistry (lag sampling) and petrology that
showed the presence of disseminated nickel and copper sulfides, and surface geochemical anomalism associated with
a number of gabbroic intrusives. Subsequent exploration programs completed by Venture have included infill and
extensional lag sampling, detailed geological mapping and petrology, and the completion of a high-powered EM
survey study (Refer Figure Thirteen) which resulted in a priority drill target.
The Company’s first drill hole (“CSD01”) (co-funded by WA State Government’s Exploration Incentive Scheme) at
Caesar intersected minor disseminated sulfides throughout the zone of dolerite located in CSD01, with micro-probe
analysis verifying the presence of nickel, cobalt and copper within the intersected sulfides. This confirmed that the
mafic rocks (dolerite and gabbro) at Caesar host nickel-copper-cobalt sulfide mineralisation. CSD01 did not test the
strongest surface geochemical response within the project area, therefore follow-up drilling will need to be designed
to re-test the target.
In addition, CSD01 intersected an 18m zone of sericite altered meta-sediments with quartz-carbonate-arsenopyrite
veining with one metre returning 1.8 g/t gold, 4.6 g/t silver, 806 ppm copper, 655 ppm zinc & 578 ppm lead (Refer to
ASX announcement 13 March 2018). The potential for gold mineralisation at the Caesar Project is being evaluated.
Venture also successfully negotiated a two-year extension to the 51% earn-in clause of the agreement with Muggon
Copper Pty Ltd.
Activities during the Year
Since CSD01 intersected one metre returning 1.8 g/t gold, 4.6 g/t silver, 806 ppm copper, 655 ppm zinc & 578 ppm
lead (Refer to ASX announcement 13 March 2018), the Company continues working on a program to fully evaluate the
potential for gold mineralisation occurring within the project area, since the interpretation of the arsenic results from
previous surface sampling highlighted several possible gold targets. The work program consists of re-analysing
previously collected surface lag samples and completing further surface geochemical sampling. Results will be
announced upon completing the interpretation of the new data once all has been received (Refer Figure Fourteen).
Venture Minerals Limited | 25
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Thirteen | Caesar Project - surface geology with Nickel geochemical results and EM response
Venture Minerals Limited | 26
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Figure Fourteen | Caesar Project – Arsenic geochemical results
Venture Minerals Limited | 27
Directors’ Report
For the year ended 30 June 2019
7.
Review of Operations (continued)
Thailand
On 31 December 2018, Venture (Thailand) Ltd a subsidiary domiciled in Thailand was deregistered and
liquidated.
Corporate Governance and Internal Controls
Venture ensures that the Mineral Resource 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.
8.
Matters Subsequent to the End of the Financial Year
On 1 July 2019, the Company issued 104,122,460 listed options (ASX Code: VMSOB) at $0.035, expiring on 18
June 2020 under the Placement and Entitlement Offer announced on 20 May 2019.
On 28 June 2019, the Company announced it had issued 155,604,163 ordinary shares with an issue date of 1
July 2019 under the retail offer and shortfall under the Placement and Entitlement Offer announced on 20 May
2019. Funds were received for 117,468,600 shares or $2,349,372 prior to year-end, with the remaining
38,135,563 or $762,711 received post year end. The total 155,604,163 ordinary shares were issued on 1 July
2019.
On 19 July 2019, the Company issued 39,045,912 listed options (ASX Code: VMSOB) at $0.035, expiring on 18
June 2020, on the basis of one (1) free new option for every two (2) shares subscribed under the Placement and
Entitlement Offer announced on 20 May 2019.
On 22 August 2019, the Board committed to recommencing its Riley Iron Ore mine following the completion of
the updated Mining Study with post tax cash generation of A$31M, pre-production capital of A$3.6M and a post-
tax NPV of A$27M
No further subsequent events.
9.
Likely Developments and Expected Results of Operations
The Company will continue to work towards the development of the Riley Iron Ore Project, with a focus of
first shipment in the December 2019 Quarter. Board and management will continue to monitor Iron Ore
commodity prices and foreign currency markets as it progresses into the production by the end of the
calendar year.
Further information on likely developments in the operations of the Group and the expected results of
operations have not been included in the Annual Report because the Directors believe it would be likely to
result in unreasonable prejudice to the group.
Venture Minerals Limited | 28
Directors’ Report
For the year ended 30 June 2019
10.
Information on Directors and Company Secretaries
Mr Mel Ashton
Qualifications
Experience
Independent Non-Executive Chairman
B.Com, FCA,
Mr Ashton holds a Bachelor of Commerce degree from the University of Western
Australia, is a fellow of the Chartered Accountants Australia. Mr Ashton also
holds a position on the Board of Directors of The Hawaiian Group of Companies.
Interest in Securities Fully Paid Ordinary Shares
4,263,000
0.1 cent options expiring 12 April 2023 2,500,000
subject to vesting conditions:
• 50% of options vest after 18 months of
service subject to remaining an employee of
the Company at the time of vesting
• 50% of options vest upon share trading at $0.10 or more
based on a 10-day volume weighted average price
Other
Directorships
Credit Intelligence Limited (17 May 2018)
Aurora Labs Ltd (22 January 2018)
Gryphon Minerals Limited (18 May 2004 to 13 October 2016)
Empired Ltd (21 December 2005 to 29 November 2016)
Mr Andrew Radonjic Managing Director - Appointed 15 December 2017 – Previously Technical Director
Qualifications
Experience
1 April 2009 to 15 December 2017
BAppSc (Mining Geology), MSc (Mineral Economics), MAusIMM
Mr Radonjic is a geologist and mineral economist with over 30 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 Fully Paid Ordinary Shares
9,058,000
0.1 cent options expiring 12 April 2023 3,500,000
subject to vesting conditions:
• 50% of options vest after 18 months of
service subject to remaining an employee of
the Company at the time of vesting
• 50% of options vest upon share trading at $0.10 or more
based on a 10-day volume weighted average price
Other
Directorships
Blackstone Minerals Limited (since 30 August 2016)
Fin Resources Limited (since 14 May 2018)
Venture Minerals Limited | 29
Directors’ Report
For the year ended 30 June 2019
10.
Information on Directors and Company Secretaries (continued)
Mr Hamish Halliday
Qualifications
Experience
Non-Executive Director – Appointed 15 December 2017 – Previously Managing
Director 1 April 2009 to 15 December 2017
BSc (Geology), MAusIMM
Mr Halliday is a Geologist with a Bachelor of Science from the University of
Canterbury 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
0.1 cent options expiring 12 April 2023 3,000,000
subject to vesting conditions:
• 50% of options vest after 18 months of
15,737,500
service subject to remaining an employee of
the Company at the time of vesting
• 50% of options vest upon share trading at $0.10 or more
based on a 10-day volume weighted average price
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 | 30
Directors’ Report
For the year ended 30 June 2019
10.
Information on Directors and Company Secretaries (continued)
Mr John Jetter
Qualifications
Experience
Independent Non-Executive Director - appointed 8 June 2010
B.Law, B.Econ, INSEAD
Mr Jetter has extensive international finance and M&A experience being the
former Managing Director, CEO and head of investment banking of JPMorgan in
Germany and Austria, and a member of the European Advisory Council, JPMorgan
London. He has held various senior positions with JPMorgan during which time
he focused his attention on major corporate clients and advised on some of
Europe’s largest corporate transactions.
Mr Jetter currently holds a number of other board positions including Chairman
of Otto Energy Limited and Non-Executive Director of Peak Resources Limited.
Mr Jetter previously held positions as Chief Executive Officer of JPMorgan for
Germany, Austria and Switzerland, Member of the Board of Conergy AG, Chairman
of the Board of Rodenstock GMBH (Germany), Deputy Chairman of the Board of
European Business School, and Chairman of the Finance Faculty Oestrich-Winkel,
Germany.
Interest in Securities
3,862,600
Fully Paid Ordinary Shares
0.1 cent options expiring 31 August 2020 1,030,000
45 cent Options expiring 18 months after 1,000,000
vesting date. Vesting date being successful
financing for the Mt Lindsay Project.
0.1 cent options expiring 12 April 2023 2,500,000
subject to vesting conditions:
• 50% of options vest after 18 months of
service subject to remaining an employee of
the Company at the time of vesting
• 50% of options vest upon share trading at $0.10 or more
based on a 10-day volume weighted average price
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 15 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 | 31
Directors’ Report
For the year ended 30 June 2019
11. Remuneration Report (audited)
The Directors of Venture Minerals Limited are pleased to present your Company’s 2019 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. Group Performance, Shareholder Wealth and Executive Remuneration
E. Non-Executive Director remuneration policy
F. Voting and comments made at the company’s 2018 Annual General Meeting
G. Details of remuneration
H. Details of share based payments and bonuses
I. Service Agreements
J. Equity instruments held by key management personnel
K. Loans to key management personnel
L. 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 H Halliday
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Executive Directors
Mr A Radonjic
Managing Director
Other key management personnel
Mr J Byrde
Company Secretary and Chief Financial Officer
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
and long-term incentives, 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 at www.ventureminerals.com.au.
Venture Minerals Limited | 32
Directors’ Report
For the year ended 30 June 2019
11. Remuneration Report (continued)
C. Use of remuneration consultants
The Company engaged BDO Remuneration and Reward Pty Ltd (“BDO”) in the previous financial year for
$8,750 to review its existing remuneration policies and to provide recommendations on Executive and Non-
Executive total remuneration packages, given the Board and management had voluntary reduced their salaries
by up to 60% since April 2015. There is no existing relationship with BDO and the Company and as a result, the
Board is satisfied that the recommendations were made free from undue influence and independent from any
members of the key management personnel.
D. Group Performance, Shareholder Wealth and Executive Remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders directors and
executives. This has been achieved by the issue of performance options to directors, executives and other key
management personnel, at the discretion of the Board of Directors. The performance options are issued under
the Employee Incentive Scheme and based on a mixture of short, medium and long-term incentive options. This
structure rewards executives for both short-term and long-term shareholder wealth development.
E. 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 Minerals Limited 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.
In prior years, the Company engaged remuneration consultants to review the remuneration and incentives
offered to the Company’s Board to benchmark against its peers to determine competitiveness of the Company’s
current pay arrangements. Following this review and keeping in line with its remuneration policy the Board
agreed to keeping the Chair and Non-Executive Director’s fees within the P50th quartile of the market peer
analysis performed.
Further to ongoing reviews, the maximum aggregate amount of fees that can be paid to non-executive directors
is $500,000 as per the Company’s constitution. No change is being requested for approval by shareholders at
the Annual General Meeting.
Voting and comments made at the company’s 2018 Annual General Meeting
F.
The Group received more than 99.05% (2018: 93.24%) of “Yes” votes on its remuneration report for the 2018
financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its
remuneration practices.
Venture Minerals Limited | 33
Directors’ Report
For the year ended 30 June 2019
11. Remuneration Report (continued)
G. 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
Cash Salary
& Fees
Incentives
Consulting
Fees
Other
Amounts
C
Super-
annuation
Eligible
Termination
Payments
Non-Cash
Long
Term
Incentives
B
Total
$
2019
Non-Executive
Directors
Mr M Ashton
Mr H Halliday
Mr J Jetter
Executive
Directors
Mr A Radonjic
Group Executives
Mr J Byrde
Total
Remuneration
2018
Non-Executive
Directors
Mr M Ashton
Mr J Jetter
Executive
Directors
Mr H HallidayA
Mr A RadonjicA
Group Executives
Mr J Byrde
Total
Remuneration
70,000
20,000
50,000
210,000
52,177
402,177
-
-
-
-
-
-
-
-
-
-
80,000
-
6,974
1,974
36,974
-
-
-
-
-
-
33,474
22,942
1,974
4,957
80,000
81,370
27,899
-
-
-
-
-
-
-
-
-
15,165
18,198
15,165
92,139
120,172
102,139
21,231
-
287,647
14,270
73,378
84,029
675,475
70,000
50,000
-
-
-
-
1,997
1,997
-
-
-
-
32,310
162,669
50,000
364,979
-
-
-
-
69,703
-
1,997
1,997
-
15,453
-
-
-
1,997
4,750
69,703
9,985
20,203
-
-
2,737
59,484
2,737
467,607
-
-
-
-
71,997
51,997
104,010
180,119
A: Mr Halliday, was formerly Managing Director until 15 December 2017, at which time he stepped down to Non-Executive Director and Mr Radonjic
(formerly Technical Director) was appointed as Managing Director.
B: The fair value of the options is calculated at the date of grant using a Black-Scholes model. Refer to Section 11(H) for further details of options
issued during the June 2019 financial year.
C: Other amounts includes the Directors and Officers insurance of $9,870 in total and the payment of fees owed to Mr Ashton, of $5,000, Mr Jetter of
$35,000 and Mr Radonjic of $31,500.
Venture Minerals Limited | 34
Directors’ Report
For the year ended 30 June 2019
11. Remuneration Report (continued)
H
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, 11,500,000 incentive options were issued to Directors and Other Key
Management Personnel. Details of the options issued and exercised are as follows:
Granted
No.
Value of
options
granted during
the year
$
Total
Remuneration
Represented by
Options
Exercised
Other
changes
Lapsed
No.
No
No.
30 June 2019
Non-Executive Directors
Mr M Ashton
Mr H Halliday
Mr J Jetter
2,500,000
3,000,000
2,500,000
31,284
37,541
31,284
16.5%
15.1%
14.9%
Executive
Directors
Mr A Radonjic
3,500,000
43,798
7.4%
Other key management personnel
-
Mr J ByrdeB
30 June 2018
Non-Executive Directors
Mr M Ashton
Mr J Jetter
Executive
Directors
Mr H HallidayA
Mr A RadonjicA
-
-
-
-
-
-
-
-
-
19.5%
-
-
-
-
-
-
-
-
-
-
-
(7,045,000)
)
(4,760,000)
Other key management personnel
1,500,000
Mr J Byrde
21,112
4.6%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
A
B
The options exercised on 19 March 2018 had market values of $239,530 for Mr Halliday and $161,840 for Mr Radonjic. The exercise price
of the options granted were both $0.001 or $7,045 and $4,760 respectively.
Share based payments to Mr Byrde relate to options issued in the June 2018 financial year and represents the vested portion of the
options during the June 2019 financial year.
Venture Minerals Limited | 35
Directors’ Report
For the year ended 30 June 2019
11. Remuneration Report (continued)
H
Details of Share Based Payments and Bonuses (continued)
Director/Executive
Issue Date
Expiry Date
% Vested in
Year
Exercise Price
30 June 2019
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr J Jetter
Mr J Byrde
30 June 2018
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr J Jetter
Mr J Byrde
5-Dec-18
5-Dec-18
5-Dec-18
5-Dec-18
-
-
-
-
-
20 Apr 18
12-Apr-23
12-Apr-23
12-Apr-23
12-Apr-23
-
-
-
-
-
12 Apr 23
0%
0%
0%
0%
-
-
-
-
-
0%
$0.001
$0.001
$0.001
$0.001
-
-
-
-
-
$0.001
Number of
Options
2,500,000
3,000,000
3,500,000
2,500,000
-
-
-
-
-
1,500,000
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.
I. 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)
OtherB
Termination
benefit
Mr M Ashton
Non-Executive
Chairman
Mr A Radonjic
Managing Director
Mr H Halliday
Non-Executive Director
Mr J Jetter
Non-Executive Director
Mr J ByrdeC
CFO/Company
Secretary
No fixed term
$70,000
No fixed term
$229,950
-
-
termination
No
benefits
6 months
No fixed term
$20,000
$80,000
3 months
No fixed term
$50,000
-
No fixed term
–
$54,750
to
increased
$64,700
from
period ending 29
May 2019
termination
No
benefits
3 months
A
B
C
Includes 9.5% superannuation.
Management Consulting Agreement.
Mr Byrde’s agreement increased remuneration from $164,750 to $197,100 including super split evenly across 3 entities on 29 May
2019.
Venture Minerals Limited | 36
Directors’ Report
For the year ended 30 June 2019
11. Remuneration Report (continued)
J.
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.
(I) Option holdings
Balance
at start of
the year
Granted as
remuneration
Exercised
Other
changes
Balance at
end of the
year
Vested and
exercisable
-
-
-
-
-
- 2,500,000
- 3,500,000
- 3,000,000
- 4,530,000
-
-
-
1,030,000
-
1,500,000
-
30 June 2019
Directors of Venture Minerals Limited
Mr M Ashton
Mr A Radonjic
Mr H Halliday
Mr J Jetter
2,030,000
- 2,500,000
- 3,500,000
- 3,000,000
2,500,000
Other key management personnel
1,500,000
Mr J Byrde
30 June 2018
Directors of Venture Minerals Limited
Mr M Ashton
Mr H Halliday
Mr A Radonjic
Mr J Jetter
-
7,045,000
4,760,000
2,030,000
-
-
-
-
-
-
(7,045,000)A
(4,760,000)A
-
-
-
-
-
-
-
-
-
2,030,000
-
-
-
1,030,000
1,500,000
-
Other key management personnel
-
Mr J Byrde
1,500,000
-
A:
The options exercised on 19 March 2018 had market values of $239,530 for Mr Halliday and $161,840 for Mr Radonjic. The
exercise price of the options granted were both $0.001 or $7,045 and $4,760 respectively.
Venture Minerals Limited | 37
Directors’ Report
For the year ended 30 June 2019
11. Remuneration Report (continued)
J.
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.
2019
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 A Radonjic
Mr H Halliday
Mr J Jetter
3,045,000
7,708,000
14,387,500
2,759,000
Other key management
Mr J Byrde
personnel
-
-
-
-
-
-
1,218,000
1,350,000
1,350,000
1,103,600
4,263,000
9,058,000
15,737,500
3,862,600
-
-
2018
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 J Jetter
3,045,000
7,342,500
2,948,000
2,759,000
-
7,045,000
4,760,000
-
Other key management
Mr J Byrde
personnel
-
-
-
-
-
-
-
3,045,000
14,387,500
7,708,000
2,759,000
-
Loans to key management personnel
K.
There were no loans made to Directors and other key management personnel of the Group, including their
close family members.
L. Other transactions with key management personnel
Mr Halliday is a Non-Executive Director of Blackstone Minerals and Alicanto Minerals Limited which shares
either office and/or administration service costs on normal commercial terms and conditions. Director, Mr
Radonjic is Technical Director of Blackstone Minerals Limited which shares office and administration
service costs on normal commercial terms and conditions.
Mr Radonjic is a Director of Onedin Enterprises Pty Ltd who provide GIS services on an arm’s length basis on
normal commercial terms.
Venture Minerals Limited | 38
Directors’ Report
For the year ended 30 June 2019
11. Remuneration Report (continued)
L. Other transactions with key management personnel (continued)
Aggregate amounts of each of the above types of other transactions with key management personnel of
Venture Minerals Limited:
(i) Recharges to KMP related entities
Recharge of rent and shared office costs
Recharges to Alicanto Minerals Limited
Recharges to Blackstone Minerals Limited
(ii) Purchases from KMP related entities
Rent of office building and shared office costs
Payments to Blackstone Minerals Limited
Payments to Onedin Enterprises Pty Ltd
End of remuneration report.
12. Shares under Option
2019
$
2018
$
22,352
34,126
50,805
119,018
209,209
5,350
272,117
3,434
Unissued ordinary shares of Venture Minerals Limited under option at the date of this report are as follows:
Date options granted
19 July 19
1 July 19
5 Dec 18
20 Apr 18
17 Nov 17
30 Oct 17
1 Dec 16
24 Dec 15
15 Aug 12
15 Aug 12
28 Sep 12
Expiry Date
18 Jun 20
18 Jun 20
12 Apr 23
12 Apr 23
30 Nov 19
30 Oct 19
30 Nov 19
31 Aug 20
See “note A”
See “note B”
See “note C”
Exercise Price
3.5 cents
3.5 cents
0.1 cents
0.1 cents
5.0 cents
3.0 cents
5.0 cents
0.1 cents
50.0 cents
55.0 cents
45.0 cents
Number under Option
39,045,912
104,122,460
11,500,000
5,500,000
250,000
4,000,000
250,000
3,727,000
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
completes its first shipment of DSO product.
Note B: 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.
Note C: 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.
Shares issued on the exercise of options
No options were exercised by Directors and other key management personnel during the year.
Venture Minerals Limited | 39
Directors’ Report
For the year ended 30 June 2019
13.
Insurance of Officers
During the financial year, Venture Minerals Limited paid a premium of $9,870 (2018: $9,985) 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 A Radonjic
Mr H Halliday
Mr J Jetter
Full meetings of Directors
Number Eligible to
Attend
Meetings
Attended
5
5
5
5
5
5
5
1
Remuneration Committee
meetings
Number
Eligible to
Attend
-
-
-
-
Meetings
Attended
-
-
-
-
The Company does not have a formally constituted audit committee as the Board considers that the
Company’s size and type of operation do not warrant such a committee as all members of the Board are
involved in audit agenda items and discussions thereon.
15. Environmental Regulation
The Group’s activities are subject to the relevant environmental protection legislation (Commonwealth and
State) in relation to its exploration, development and future mining activities.
The Group believes that sound environmental practice is not only a management obligation but the
responsibility of every employee and contractor.
The Company has been granted environmental approvals, with attaching conditions, by the Tasmania
Environmental Protection Authority (EPA) and by the Federal Minister for the Environment, Heritage and
Water in relation to the Riley DSO Hematite Project.
No fines were imposed and no prosecutions were instituted by a regulatory body during the period in
relation to Environmental Regulations.
16. Proceedings on behalf of the Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the
Company for all or any part of these proceedings. The Company was not a party to any such proceedings
during the year.
Venture Minerals Limited | 40
Directors’ Report
For the year ended 30 June 2019
17. Auditor’s Independence Declaration & Non-Assurance Services
The lead auditor’s independence declaration for the year ended 30 June 2019 has been received and can be
found on page 42 of the Directors’ report.
The Company engaged Stanton International a related practice to provide an indicative valuation for options
issued at a fee of $500 (2018: Nil). The Board of Directors has considered the position and are satisfied that
the provision of the non-audit services is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services
by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001 for
the following reasons:
a. all non-audit services have been reviewed by the Board to ensure they do not impact the impartiality
and objectivity of the auditor
b. none of the services undermine the general principles relating to auditor independence as set out in
APES 110 Code of Ethics for Professional Accountants.
The Auditor’s audit remuneration is disclosed in Note 5.
Signed in accordance with a resolution of the Board of Directors.
Andrew Radonjic
Managing Director
Perth, Western Australia, 30 September 2019
Competent Persons Statement
The information in this report that relates to Exploration Results, Exploration Targets and Minerals Resources is based on information compiled by
Mr Andrew Radonjic, a fulltime employee of the company and who is a Member of The Australasian Institute of Mining and Metallurgy. Mr Andrew
Radonjic has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity which
he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves’. Mr 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 report that relates to Mineral Resources for the Mount Lindsay and Livingstone Projects is based on information compiled by
Mr Andrew Radonjic, a fulltime employee of the company and who is a Member of The Australasian Institute of Mining and Metallurgy. Mr Andrew
Radonjic has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity which
he is undertaking to qualify as a Competent Person as defined in the 2004 and 2012 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. This information 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 report that relates to Ore Reserves is based on information compiled by Mr Peter George, who is a Member of the
Australasian Institute of Mining and Metallurgy. Mr George is an independent consultant. Mr George has sufficient experience which is relevant to the
style of mineralisation and type of deposits under consideration and to the activity which he is undertaking to qualify as a Competent Person as
defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr George consents
to the inclusion in the report of the matters based on his information in the form and context in which it appears.
Notes: All material assumptions and technical parameters underpinning the Minerals Resource estimate referred to within previous ASX
announcements continue to apply and have not materially changed list last reported. The company is not aware of any new information or data that
materially affects the information included in the said announcement.
Venture Minerals Limited | 41
Stantons International Audit and Consulting Pty Ltd
trading as
Chartered Accountants and Consultants
30 September 2019
The Directors
Venture Minerals Limited
Level 3, 24 Outram Street
WEST PERTH WA 6005
Dear Sirs
RE: VENTURE MINERALS LIMITED
PO Box 1908
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of Venture Minerals Limited.
As Audit Director for the audit of the financial statements of Venture Minerals Limited for the year ended 30
June 2019, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
Yours sincerely,
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
Martin Michalik
Director
Liability limited by a scheme approved
under Professional Standards Legislation
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
44
45
46
47
48
73
74
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 28 in the Directors’ report, which is
not part of these financial statements.
The financial statements were authorised for issue by the Directors on 30 September 2019. 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 | 43
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2019
Continuing Operations
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 Expenditure
Notes
3(a)
3(b)
4(a)
23
4(b)
4(c)
4(d)
9
10
Consolidated
2019
$
23,836
196,149
(463,467)
(143,908)
(366,747)
(122,017)
(60,387)
(84,516)
(38,283)
(16,782)
(13,349)
-
(1,746,299)
2018
$
30,567
4,782
(264,584)
(144,929)
(451,111)
(10,035)
(73,795)
(70,960)
(40,008)
(30,085)
(14,151)
(808,920)
(1,637,936)
Loss before income tax from continuing
operations
(2,835,770)
(3,511,165)
Income tax (expense)/benefit
6
-
-
Loss attributable to owners from continuing
operations
(2,835,770)
(3,511,165)
Discontinued Operations
Loss from discontinued operations
24
(147,252)
-
Loss attributable to owners
(2,983,022)
(3,511,165)
Other comprehensive income:
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign
operations de-consolidated
Items that will not be classified to profit or loss
Total comprehensive loss attributable to owners
Continuing Operations
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
Discontinuing Operations
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
24
17
17
15,016
-
(2,968,006)
22,720
-
(3,488,445)
(0.5)
N/A
(0.03)
N/A
(0.9)
N/A
-
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 | 44
Consolidated Statement of Financial Position
As at 30 June 2019
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-Current Assets
Trade and other receivables
Property, plant and equipment
Exploration and evaluation expenditure
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Provisions
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
Consolidated
Notes
30 June 2019
$
30 June 2018
$
7
8
8
9
10
11
12
13
15
4,688,027
106,798
4,794,825
2,308,957
121,396
2,430,353
378,000
21,583
75,000
474,583
388,000
169,491
-
557,491
5,269,408
2,987,844
408,475
419,047
827,522
522,535
465,480
988,015
827,522
988,015
4,441,886
1,999,829
82,226,327
441,619
(78,226,060)
4,441,886
76,938,281
304,586
(75,243,038)
1,999,829
30 June 2016
$
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Venture Minerals Limited | 45
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2019
Consolidated
Contributed
Equity
Accumulated
Losses
$
$
Foreign
Currency
Translation
Reserve
$
Option
Reserve
Total
$
$
Balance at 1 July 2017
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
73,115,294
(71,731,873)
(37,736)
638,650
1,984,335
-
-
-
(3,511,165)
-
(3,511,165)
-
22,720
22,720
3,417,866
25,000
380,121
3,822,987
-
-
-
-
-
-
-
-
-
-
-
-
(3,511,165)
22,720
(3,488,445)
3,417,866
44,546
69,546
(363,594)
(319,048)
16,527
3,503,939
Balance at 30 June 2018
76,938,281
(75,243,038)
(15,016)
319,602
1,999,829
76,938,281
(75,243,038)
(15,016)
319,602
1,999,829
Balance at 1 July 2018
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
-
-
-
(2,983,022)
-
(2,983,022)
-
15,016
15,016
5,238,046
50,000
5,288,046
-
-
-
-
-
-
-
Balance at 30 June 2019
82,226,327
(78,226,060)
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
-
-
-
-
(2,983,022)
15,016
(2,968,006)
5,238,046
122,017
172,017
122,017
5,410,063
441,619
4,441,886
Venture Minerals Limited | 46
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2019
Cash Flows from Operating Activities
Payments to suppliers and employees
Interest received
Payments for exploration and evaluation
Other income
Note
Consolidated
2019
2018
$
$
(1,173,063)
23,393
(2,021,063)
35,988
(838,958)
32,477
(1,242,933)
-
Net cash (outflow) from operating activities
18
(3,134,745)
(2,049,414)
Cash Flows from Investing Activities
Purchase of property, plant and equipment
Proceeds from the sales of property, plant and equipment
Payment for Mineral Tenements
Refund of security bond
-
290,768
(25,000)
10,000
(35,464)
-
-
Net cash inflow/(outflow) from investing activities
275,768
(35,464)
Cash Flows from Financing Activities
Proceeds from issue of shares and other equity securities
Share issue transaction costs
5,703,607
(465,560)
3,726,535
(267,143)
Net cash inflow from financing activities
5,238,047
3,459,392
Net increase in cash and cash equivalents
2,379,070
1,374,514
Cash and cash equivalents at the start of the year
2,308,957
934,443
Cash and cash equivalents at the end of the year
7
4,688,027
2,308,957
Non-cash Financing and Investing Activities
During the period, 2,000,000 ordinary shares at $0.025 were issued to the Vendors of the Golden Grove North
Project, taking the total cost of acquisition to $25,000 cash and $50,000 of equity, totalling $75,000.
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 | 47
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
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.
(b) Principles of Consolidation
(i) Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of the consolidated entity as
at 30 June 2019 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 26 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.
(iii)Joint operations
Venture Minerals Limited recognises its direct right to the assets, liabilities, revenues and expenses of
joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses.
Venture Minerals Limited | 48
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
1.
Summary of Significant Accounting Policies (continued)
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
The Group has applied AASB 15 Revenue from Contracts with Customers effective from 1 July 2018 using the
cumulative effective method. Therefore, the comparative information has not been restated and continues to be
presented under AASB 118: Revenue. The adoption of AASB 15 does not have a significant impact on the Group
as the Group does not currently have any significant revenues from customers.
(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.
(ii)
Other income
Revenue from other income, rendering goods and services is measured at the fair value of consideration
received or receivable for the sale of goods and services in the ordinary course of the Group’s activities
when control of the asset is transferred to the customer or services rendered.
Venture Minerals Limited | 49
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
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 | 50
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
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 | 51
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
1.
Summary of Significant Accounting Policies (continued)
(o) Employee benefits
(i)Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be
settled within 12 months of the reporting date are recognised in respect of employee’s services up to the
end of the reporting period and are measured at the amounts expected to be paid when liabilities are
settled. The liability for annual leave is recognised in the provision for employee benefits. All other
short-term employee benefit obligations are presented as other payables.
(i)
(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.
(ii)
(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 Option Scheme (EIOS),
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 | 52
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
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)
Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument. Financial instruments (except for trade receivables) are measured initially
at fair value adjusted by transactions costs, except for those carried “at fair value through profit or loss”, in which
case transaction costs are expensed to profit or loss. Where available, quoted prices in an active market are used
to determine the fair value. In other circumstances, valuation techniques are adopted. Subsequent measurement
of financial assets and financial liabilities are described below.
Trade receivables are initially measured at the transaction price if the receivables do not contain a significant
financing component in accordance with AASB 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or
when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised
when it is extinguished, discharged, cancelled or expires.
Classification and subsequent measurement
Financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the
transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for
transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets other than those designated and effective as
hedging instruments, are classified into the following categories upon initial recognition:
Venture Minerals Limited | 53
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
1.
Summary of Significant Accounting Policies (continued)
(s)
Financial instruments (continued)
▪ amortised cost;
▪
▪
fair value through other comprehensive income (FVOCI); and
fair value through profit or loss (FVPL).
Classifications are determined by both:
▪ The contractual cash flow characteristics of the financial assets; and
▪ The entities business model for managing the financial asset.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as FVPL):
▪
▪
they are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows; and
the contractual terms of the financial assets give rise to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting
is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and
most other receivables fall into this category of financial instruments.
Financial assets at fair value through other comprehensive income
The Group measures debt instruments at fair value through OCI if both of the following conditions are met:
▪ The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding; and
▪ The financial asset is held within a business model with the objective of both holding to collect
contractual cash flows and selling the financial asset.
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment
losses or reversals are recognised in the statement of profit or loss and computed in the same manner as for
financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI.
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity
instruments designated at fair value through OCI when they meet the definition of equity under AASB
132Financial Instruments: Presentation and are not held for trading.
Financial assets at fair value through profit or loss (FVPL)
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets
designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily
required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for
the purpose of selling or repurchasing in the near term.
Venture Minerals Limited | 54
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
1.
Summary of Significant Accounting Policies (continued)
(s)
Financial instruments (continued)
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs
unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for
derivatives and financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or
losses recognised in profit or loss.
All interest-related charges and, if applicable, gains and losses arising on changes in fair value are recognised in
profit or loss.
Impairment
From 1 July 2018, the Group assesses on a forward looking basis the expected credit losses associated with its
debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on
whether there has been a significant increase in credit risk. For trade receivables, the Group applies the
simplified approach permitted by AASB, which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
Comparative information
The Group has applied AASB 9 Financial Instruments retrospectively, but has elected not to restate comparative
information. As a result, the comparative information provided continues to be accounted for in accordance with
the Group’s previous accounting policy.
Classification
Until 30 June 2018, the group classified its financial assets in the following categories:
financial assets at fair value through profit or loss;
loans and receivables;
▪
▪
▪ held-to-maturity investments; and
▪ available-for-sale financial assets.
The classification depended on the purpose for which the investments were acquired. Management determined
the classification of its investments at initial recognition and, in the case of assets classified as held-to-maturity,
re-evaluated this designation at the end of each reporting period.
Venture Minerals Limited | 55
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
1.
Summary of Significant Accounting Policies (continued)
(t) New accounting standards and interpretations adopted by the Group
The Group has adopted AASB 15 Revenue from Contracts with Customers and AASB 9 Financial Instruments
which became effective for financial reporting periods commencing on or after 1 January 2018.
(i) AASB 15 Revenue from contracts with customers
AASB 15 replaces AASB 118 Revenue, AASB 111 Construction Contracts and several revenues related
interpretations. AASB 15 establishes a five-step model to account for revenue arising from contracts with
customers and requires that revenue to be recognised at an amount that reflects the consideration to
which an entity expects to be entitled in exchange for transferring goods or services to a customer.
The adoption of AASB 15 does not have a significant impact on the Group as the Group does not currently
have any revenue from customers.
(ii) AASB 9 Financial Instruments
AASB 9 Financial Instruments replaces AASB 139 Financial Instruments: Recognition and Measurement
for annual periods beginning on or after 1 January 2018, bringing together all three aspects of the
accounting for financial instruments: classification and measurement, impairment, and hedge accounting.
As a result of adopting AASB 9 Financial Instruments, the Group has amended its financial instruments
accounting policies to align with AASB 9. AASB 9 makes major changes to the previous guidance on the
classification and measurement of financial assets and introduces an ‘expected credit loss’ model for
impairment of financial assets.
There were no financial instruments which the Group designated at fair value through profit or loss
under AASB 139 that were subject to reclassification. The Board assessed the Group’s financial assets
and determined the application of AASB 9 does not result in a change in the classification of the financial
instruments.
The adoption of AASB 9 does not have a significant impact on the financial report.
New and revised Accounting Standards for Application in Future Periods
(iii) AASB 16: Leases applies to annual reporting periods beginning on or after 1 January 2019.
This Standard supersedes AASB 117 Leases, Interpretation 4 Determining whether an Arrangement
contains a Lease, AASB interpretation 115 Operating Leases-Incentives and AASDB interpretation 127
Evaluating the Substance of Transactions Involving the Legal Form of lease. AASB 16 sets out the
principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to
account for all leases under a single on-balance sheet model similar to the accounting for finance leases
under AASB 117.
The key features of AASB 16 are as follows:
• Lessees are required to recognise assets and liabilities for all leases with a term of more than 12
months, unless the underlying asset is of low value.
• A lessee measures right of use assets similarly to other non-financial assets and lease liabilities
similarly to other financial liabilities.
• Assets and Liabilities arising from the lease are initially measured on a present value basis.
• The measurement includes non-cancellable lease payments (including inflation-linked payments), and
also includes payments to be made in optional periods if the lessee is reasonably certain to exercise an
option to extend to lease, or not to exercise an option to terminate the lease.
• AASB 16 contains disclosure requirements for leases.
Lessor accounting
• AASB 16 substantially carries forward the lessor accounting requirements in AASB 117. Accordingly, a
lessor continues to classify its leases as operating leases or finance leases, and to account for those two
types of leases differently.
Venture Minerals Limited | 56
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
1.
Summary of Significant Accounting Policies (continued)
(t) New accounting standards and interpretations adopted by the Group (continued)
• AASB 16 also requires enhanced disclosures to be provided by lessors that will improve information
disclosed about a lessor’s risk exposure, particularly to residual value risk.
Estimated impact of AASB 16 on the Group when the standard is applied.
There will be no material impact on the Group’s operating profit as a result of the adoption of AASB 16,
the impact on the profit and loss is limited to the non-cancellable operating leases as specified in note
19(b) is $62,415 which will be amortised over the life of the lease.
New amended standards adopted by the Group
None of the new standards and amendments to standards that are mandatory for the first time for the financial
year beginning 1 January 2017 affected any of the amounts recognised in the current period or any prior period,
although it caused minor changes to the Group’s disclosures.
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 | 57
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
3.
(a)
(b)
Revenue
From continuing operations
Interest received
Total revenue from continuing operations
Other income
Other income
Net gain on disposal of property, plant and equipment
Total other income
Expenses
4.
Loss before income tax includes the following specific expenses:
(a)
Employee benefits expense
Salary and wages expense
Other employee provisions
Defined contribution superannuation expense
Total employee benefits expense
(b)
Occupancy expense
Operating lease expense
Other occupancy costs
Total occupancy expense
(c)
Depreciation of non-current assets
Plant and equipment - office
Plant and equipment - field
Furniture and equipment - office
Leasehold improvements
Motor vehicles
Total depreciation of non-current assets (refer to note 9)
(d)
Finance costs in respect of finance leases
Other bank and finance charges
Total finance costs in respect of finance leases
5. Auditor’s Remuneration
Remuneration of the auditor of the group
Auditing or reviewing the financial statements
Non-audit services
Total auditor remuneration
Consolidated
2019
$
2018
$
23,836
23,836
30,567
30,567
35,824
160,325
196,149
4,782
-
4,782
262,648
44,876
59,223
366,747
358,101
59,375
33,635
451,111
40,551
19,836
60,387
4,965
1,353
1,678
7,462
1,324
16,782
13,349
13,349
38,365
500
38,865
55,127
18,668
73,795
6,528
2,467
2,457
16,423
2,210
30,085
14,151
14,151
29,576
-
29,576
Venture Minerals Limited | 58
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
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
2019
$
2018
$
-
-
-
-
-
-
-
-
-
-
-
-
(b)
Numerical reconciliation of income tax expense to prima facie tax payable
Profit/(loss) from continuing operations before income tax expense
(2,835,770)
(3,511,165)
Tax (tax benefit) at the tax rate of 27.50% (2018: 27.50%)
(779,837)
(965,570)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Share based payments
Other non-deductible amounts
Disposal of foreign operations
Prior year adjustment
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
33,555
7,668
890,284
260,148
411,818
3,011
49,900
-
-
(912,659)
(411,818)
912,659
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(e)
Tax losses
Unused tax losses for which no DTA has been recognized (Note A)
Potential tax benefit at 27.50% (2018: 27.50%)
(f)
Unrecognised temporary differences
Unrecognised deferred tax asset relating to capital raising costs
63,576,872
65,074,392
17,483,640 17,895,458
520,191
248,305
Note A: Tax losses carried forward have declined from prior year. The tax loss for the year amounted to
$1,497,520. However, the Group has forfeited tax losses as a result of the discontinued operations in Thailand
amounting to $3,237,396
Venture Minerals Limited | 59
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
Cash & Cash Equivalents
Cash & cash equivalents
Cash at bank and in hand
Deposits at call
Total cash and cash equivalents
Consolidated
2019
$
2018
$
4,688,027
-
4,688,027
608,957
1,700,000
2,308,957
Cash at bank and on hand
Cash on hand is non-interest bearing. Cash at bank bears interest rates between 0.00% and 0.75% (2018:
0.00% and 1.00%).
Deposits at call
There were no deposits at call during the year. (2018: 2.15% and 2.72%).
Trade & Other Receivables
Current
Other receivables
Prepayments
Total current trade and other receivables
Non-Current
Deposits1
Total non-current trade and other receivables
103,684
3,114
106,798
102,635
18,761
121,396
378,000
378,000
388,000
388,000
7.
(a)
(b)
(c)
8.
(a)
(b)
1 Deposits include cash of $343,000 (2018: $353,000) to secure a bank guarantee facility to provide a corporate
credit card facility and security deposits required by the relevant authority for the granted exploration and
mining licences. A further $35,000 (2018: $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 2019, there were no other receivables that were past due or impaired (2018: 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 | 60
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
Consolidated
Plant &
Equipment
$
Property, Plant & Equipment
Furniture &
Equipment
$
Leasehold
Improvements
$
Motor
Vehicle
$
Land Mining
Total
equipment
$
$
$
9.
Year ended 30 June 2019
Opening net book amount
Additions
Depreciation charge
DisposalB
Effect of exchange rates
Closing net book amount
At 30 June 2019
Cost or fair value
Accumulated depreciation
Net book amount
16,874
-
(6,318)
(1,287)
-
9,269
8,273
-
(1,678)
-
-
6,595
11,192
-
(7,462)
-
-
3,730
3,313
-
(1,324)
-
-
1,989
129,839
-
-
(129,839)
-
-
135,740
(126,471)
9,269
48,778
(42,183)
6,595
27,615
(23,885)
3,730
65,676
(63,687)
1,989
-
-
-
-
-
-
-
-
-
-
-
-
169,491
-
(16,782)
(131,126)
-
21,583
277,809
(256,226)
21,583
Year ended 30 June 2018
Opening net book amount
Additions
ImpairmentA
Depreciation charge
Effect of exchange rates
Closing net book amount
At 30 June 2018
Cost or fair value
Accumulated depreciation
Net book amount
17,884
7,849
-
(8,995)
136
16,874
14,244
-
(3,514)
(2,457)
-
8,273
-
27,615
-
(16,423)
-
11,192
5,523
-
-
(2,210)
-
3,313
141,478
(124,604)
16,874
48,778
(40,505)
8,273
27,615
(16,423)
11,192
65,676
(62,363)
3,313
129,839
-
-
-
-
129,839
129,839
-
129,839
805,406
-
(805,406)
-
-
-
972,896
35,464
(808,920)
(30,085)
136
169,491
-
-
-
413,386
(243,895)
169,491
A: In the prior year an impairment charge has been recognised in relation to mining equipment held at written down value
of $805,406 following impairment testing in accordance with AASB 136 where it was reasonable to conclude at reporting
date the recoverable amount would be less than the carrying value at 30 June 2018. The carrying value has been written
down to nil.
B: During the year land held by Venture Tasmania Pty Ltd was disposed of for $250,000 for a total profit of $120,161.
10. Exploration & Evaluation Expenditure
(a)
Non-current
Opening balance
Exploration and acquisition costs
Write offs/provisions
Total non-current exploration and evaluation expenditure
Consolidated
2019
$
2018
$
-
1,821,299
(1,746,299)
75,000
-
1,637,936
(1,637,936)
-
(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 | 61
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
11. Trade & Other Payables
Current
Trade Payables
Other Payables
Total current trade & other payables
ppabkespayables
No trade or other payables are considered past due.
12. Provisions
Current
Employee entitlements
Total current provisions
Consolidated
2019
$
2018
$
307,833
100,642
408,475
231,382
291,153
522,535
419,047
419,047
465,480
465,480
13. Contributed Equity
(a)
Issued and unissued capital
Ordinary shares – fully paid
Unissued capital (note 13d)
Total issued capital
Consolidated
2019
Shares
2018
Shares
Consolidated
2019
$
2018
$
651,344,444
-
651,344,444
493,959,173
-
493,959,173
79,876,955
2,349,372
82,226,327
76,938,281
-
76,938,281
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 amount of the
Options
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.
Venture Minerals Limited | 62
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
Date
Number of
Shares
Issue Price
$
Total
$
$
(d) Movements in issued capital
Opening Balance 1 July 2017
Share Issue
Issue of shares Muggon Copper
Exercise of options*
Share Issue
Exercise of options*
Exercise of options*
Share Issue
Exercise of options*
Less transaction costs
Closing Balance at 30 June 2018
Opening Balance 1 July 2018
Placement
Acquisition of Tenements
Placement
Issues of shares under
Entitlement Offer
Less transaction costs
Closing Balance at 30 June 2019
18-Sept-17
30-Oct-17
30-Oct-17
30-Oct-17
12-Jan-18
19-Mar-18
25-May-18
25-May-18
320,910,028
46,717,663
1,041,667
1,750,000
48,282,314
1,030,000
11,805,000
60,480,501
1,942,000
493,959,173
0.020
0.024
0.023
0.020
0.023
0.023
0.030
0.023
18-Jul-18
10-Aug-18
31-May-19
31-May-19
493,959,173
24,652,832
0.030
2,000,000
0.025
2,000,000
78,091,800
0.020
78,091,800
0.020
52,640,639
73,115,294
934,353
25,000
40,250
965,646
23,690
271,515
1,814,415
44,666
(296,548)
76,938,281
76,938,281
739,585
50,000
1,561,836
1,052,813
(465,560)
79,876,955
2,349,372
82,226,327
(e) Unissued capital**
30-June-19
Total Issued and Unissued Share Capital
651,344,444
117,468,600
768,813,044
0.020
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
** Unissued share capital of $2,349,372 relate to funds received prior to 30 June 2019 for shares to be issued under the Placement and
Entitlement Offer announced on 20 May 2019. These shares were issued on 1 July 2019.
Expiry date
Exercise
price
Balance at
start of year
Granted
during the
year
(Exercised)
during the year
Cancelled/
lapsed
during the
year
Balance at
end of the
year
14.
(a)
Issued Share Options
2019 unlisted share option details
31 Aug 20
12 Apr 23
30 Oct 19
30 Nov 19
N/A1
N/A2
N/A3
0.1 cents
0.1 cents
3.0 cents
5.0 cents
45.0 cents
50.0 cents
55.0 cents
3,727,000
5,500,000
4,000,000
500,000
1,000,000
2,000,000
2,500,000
19,227,000
$0.155
Weighted average exercise price
(b) 2018 unlisted share option details
31 Aug 20
12 Apr 23
30 Oct 19
30 Nov 19
N/A1
N/A2
N/A3
0.1 cents
0.1 cents
3.0 cents
5.0 cents
45.0 cents
50.0 cents
55.0 cents
Weighted average exercise price
20,254,000
-
-
250,000
1,000,000
2,000,000
2,500,000
26,004,000
$0.098
-
11,500,000
-
-
-
-
-
11,500,000
$0.001
-
5,500,000
4,000,000
250,000
-
-
-
9,750,000
$0.014
-
-
-
-
-
-
-
-
(16,527,000)
-
-
-
-
-
-
(16,527,000)
$0.001
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,727,000
17,000,000
4,000,000
500,000
1,000,000
2,000,000
2,500,000
30,727,000
$0.097
3,727,000
5,500,000
4,000,000
500,000
1,000,000
2,000,000
2,500,000
19,227,000
$0.155
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
Venture Minerals Limited | 63
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
15. Reserves
(a)
Unlisted option reserve
Opening balance
Share based payments expense
Exercise of options
Total unlisted option reserve
Consolidated
2019
$
2018
$
319,602
122,017
-
441,619
638,650
44,546
(363,594)
319,602
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
22,720
de-consolidated during the year.
Closing Balance
(15,016)
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 profit or loss when the net
Investment is disposed of.
15,016
-
(15,016)
(37,736)
(c)
Total reserves
Unlisted option reserve
Exchange differences arising on translation of foreign operations
Closing Balance
441,619
-
441,619
319,602
(15,016)
304,586
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:
Venture Minerals Limited | 64
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
16.
Financial Instruments, Risk Management Objectives and Policies (continued)
(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
2019
Financial Assets
Cash and cash equivalents
Trade & other receivables - current
Trade & other receivables - non-current
Weighted
Average
Interest
Rate
%
0.75%
0.00%
1.60%
Floating
Interest
Rate
Fixed
Interest
Non-
interest
bearing
Total
$
$
$
$
4,629,503
-
-
4,629,503
-
-
343,000
343,000
58,524
103,684
35,000
4,688,027
103,684
378,000
197,208
5,169,711
Financial Liabilities
Trade & other payables - current
0.00%
-
-
-
-
408,475
408,475
408,475
408,475
Consolidated
2018
Financial Assets
Cash and cash equivalents
Trade & other receivables - current
Trade & other receivables - non-current
Weighted
Average
Interest
Rate
%
Floating
Interest
Rate
Fixed
Interest
Non-
interest
bearing
Total
$
$
$
$
2.04%
0.00%
2.57%
13,387
-
-
1,700,000
-
353,000
595,570
102,635
35,000
2,308,957
102,635
388,000
13,387
2,053,000
733,205
2,799,592
Financial Liabilities
Trade & other payables - current
0.00%
-
-
-
-
522,535
522,535
522,535
522,535
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 | 65
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
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 2019, 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
2019
Carrying
Amount
$
Net fair
Value
$
2018
Carrying
Amount
$
Net fair
Value
$
4,688,027
103,684
378,000
5,169,711
4,688,027
103,684
378,000
5,169,711
2,308,957
102,635
388,000
2,799,592
2,308,957
102,635
388,000
2,799,592
408,475
408,475
408,475
408,475
522,535
522,535
522,535
522,535
Consolidated
2019
$
2018
$
17. Earnings per Share
(a) Earnings/(Loss)
Earnings/(loss) from continuing operations used in the calculation of
basic EPS
Earnings/(loss) from discontinued operations used in the calculation of
basic EPS
(2,835,770)
(3,511,165)
(147,252)
-
(b) Weighted average number of ordinary shares (‘WANOS’)
WANOS used in the calculation of basic earnings per share:
529,916,723
401,393,518
(c) Diluted Loss Per Share
Diluted loss per share is considered to be the same as the basic loss per
share, as the potential ordinary shares on issue are anti-dilutive and have
not been applied in calculated dilutive loss per share. The Group does not
have any potentially dilutive ordinary securities.
Venture Minerals Limited | 66
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
18. Cash Flow Information
a) Reconciliation of cash flows from operating activities with loss from ordinary activities after income
tax:
(Loss) attributable to owners after income tax
(2,983,022)
(3,511,165)
Consolidated
2019
$
2018
$
Depreciation
Share based payments
Impairment of plant and equipment
Gain on sales of property, plant and 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.
Share-based payments expense -share issue costs
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
16,782
122,017
-
(160,325)
-
30,085
10,035
808,920
-
22,720
30,296
142,965
(114,060)
(46,433)
(3,134,745)
354,802
92,224
(2,049,414)
50,000
-
25,000
29,407
Consolidated
2019
$
2018
$
1,547,045
3,474,754
-
5,021,799
1,013,530
4,054,119
-
5,067,649
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.
(b) Non-cancellable operating lease commitments
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
62,415
-
-
62,415
-
-
-
-
The company has made commitments with respect to two rental properties in Tasmania and site offices and
facilities associated with its Riley Iron Ore Project. The commitments are for an initial period of 6 months.
Venture Minerals Limited | 67
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
20. Events Occurring After Balance Date
On 1 July 2019, the Company issued 104,122,460 listed options (ASX Code: VMSOB) at $0.035, expiring on 18
June 2020 under the Placement and Entitlement Offer announced on 20 May 2019.
On 28 June 2019, the Company announced it had issued 155,604,163 ordinary shares with an issue date of 1 July
2019 under the retail offer and shortfall under the Placement and Entitlement Offer announced on 20 May 2019.
Funds were received for 117,468,600 shares or $2,349,372 prior to year-end, with the remaining 38,135,563 or
$762,711 received post year end. The total 155,604,163 ordinary shares were issued on 1 July 2019.
On 19 July 2019, the Company issued 39,045,912 listed options (ASX Code: VMSOB) at $0.035, expiring on 18
June 2020, under the Placement and Entitlement Offer announced on 20 May 2019.
On 22 August 2019, the Board committed to recommencing its Riley Iron Ore mine following the completion of
the updated Mining Study with post tax cash generation of A$31M, pre-production capital of A$3.6M and a post-
tax NPV of A$27M
There were no further 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.
(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:
Exploration
2019 Extract
Total segment revenue
Interest revenue
Other income
Depreciation and amortisation expense
Total segment loss before income tax
2018 Extract
Total segment revenue
Interest revenue
Impairment Expense
Depreciation and amortisation expense
Total segment loss before income tax
Total segment assets
30 June 2019
30 June 2018
Total segment liabilities
30 June 2019
30 June 2018
South East
Asia1
$
-
-
-
-
(147,252)
-
-
-
769
(395,376)
-
42,354
-
77,408
Australia
$
Corporate
$
Total
$
-
-
44,173
1,353
(1,746,299)
-
-
805,406
2,257
(2,108,111)
23,836
23,836
151,976
15,429
(1,089,471)
30,567
30,567
3,514
27,059
(1,007,678)
23,836
23,836
196,149
16,782
(2,983,022)
30,567
30,567
808,920
30,085
(3,511,165)
75,000
129,840
5,194,408
2,815,650
5,269,408
2,987,844
113,798
89,995
713,724
820,612
827,522
988,015
1. During the period, the South East Asia segment, ceased operations in Thailand and formerly liquidated the company Venture Minerals (Thailand)
Ltd a wholly owned subsidiary of the Venture T Pty Ltd a wholly owned subsidiary of Venture Minerals Limited (Parent). The Thailand segment
contributed to a net loss of $147,252 to the Group.
Venture Minerals Limited | 68
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
21. Segment Information (continued)
(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 $23,836 (2018: $30,567) 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.
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 26.
(c) Key management personnel compensations
Consolidated
2019
$
2018
$
Key Management Personnel Compensation
Short-term employee benefits
Post-employment benefits
Share-based payments
Total key management personnel compensation
563,547
27,899
84,029
675,475
444,667
20,203
2,737
467,607
Detailed remuneration disclosures are provided within the remuneration report which can be found on pages 32 to 39 of the
directors’ report.
(d) Transactions with other related parties
The following transactions occurred with related parties:
Consolidated
2019
$
2018
$
Recharges to director related entities (excluding GST):
Recharges of costs to Alicanto Minerals Limited
Recharges of costs to Blackstone Minerals Limited
22,352
34,126
50,805
119,018
Purchases from director related entities (excluding GST):
Recharges of shared costs from Blackstone Minerals Limited
Recharges of shared costs from Onedin Enterprises Pty Ltd
209,209
5,350
272,117
3,434
Venture Minerals Limited | 69
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
22. Related Party Transactions (continued)
(d) Transactions with other related parties (continued)
Consolidated
2019
$
2018
$
Outstanding balances arising from recharges/purchases with Director Related Parties:
Current receivables
Current payables
7,673
-
13,379
59,100
(e) Terms and conditions of related party transactions
Transactions between related parties are on commercial terms and conditions, no more favourable than
those available to other parties unless otherwise stated.
23. Share Based Payments
The Directors have established an 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 2019
Fair value of performance options granted with performance conditions
During the year, the Company issued 5,750,000 unlisted options to Directors vesting 18 months after date
of issue subject to remaining a director or employee of the Company. The weighted average fair value of
the 5,750,000 options granted in the current year was 2.4363 cents per option.
Fair value of performance options granted with market conditions
During the year, the Company issued 5,750,000 performance options vesting upon the shares trading at
$0.10 based on a 10-day volume weighted average share price. The assessed fair value at was 0.3 cents per
as at 31 December 2018. The fair value at grant date is determined using Black Scholes Model adjusted to
include the possibility of not achieving the market based condition. The price was calculated by using the
Black-Scholes European Option Pricing Model applying the following inputs:
30 June 2018
There were 9,750,000 options with a weighted average exercise price of $0.014, with a weighted average
expiry of 3.0 years, granted in the prior year financial year ended 30 June 2018. 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:
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
2019
0.1
4.35
2.2
115%
2.23%
2018
1.4
3.7
3.0
85.0%
2.17%
Venture Minerals Limited | 70
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
23. Share Based Payments (continued)
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
Share issue costs
Exploration Expenditure
24. Discontinued Operations
Consolidated
2019
$
2018
$
122,017
-
50,000
10,035
29,407
25,000
The amounts presented in the Consolidated Statement of Profit or Loss and Other Comprehensive Income under
discontinued operations related the liquidation of Venture Minerals (Thailand) Ltd a wholly owned subsidiary of
the Venture T Pty Ltd a wholly owned subsidiary of Venture Minerals Limited (Parent).
(a) Loss from Discontinued Operations
Writeback of Provisions in Prior Year
Exploration Expenditure
Foreign currency translation on expenditure
Total Loss from Discontinued Operations
(b) Other Comprehensive Income
Disposal of Foreign Operations Foreign Currency Translation Reserve
Total Other Comprehensive Income
25. Contingent Liabilities
2019
$
76,718
(267,435)
43,465
(147,252)
2019
$
15,016
15,016
The contingent liability previously reported related to the potential to repay $950,000 under an agreement with
TasRail for certain rail and port infrastructure is no longer applicable as the agreement has been terminated.
There are no further contingent liabilities at the date of this report.
26. 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
Country of
incorporation
Class
of shares
Ordinary
Venture Uranium Pty Ltd
Ordinary
Venture Z Pty Ltd
Ordinary
Venture Iron Pty Ltd
Ordinary
Venture Tasmania Pty Ltd
Ordinary
Venture T Pty Ltd
Ordinary
Venture Lithium Pty Ltd
Ordinary
Venture Thailand Pty Ltd
Venture Thailand Ltd B
Ordinary
A: The proportion of ownership interest is equal to the proportion of voting power held.
B On 31 December 2018, Venture Thailand Ltd was unincorporated and liquidated in Thailand.
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Thailand
Equity holding A
2019
%
100
100
100
100
100
100
100
-
2018
%
100
100
100
100
100
100
100
100
Venture Minerals Limited | 71
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2019
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
2019
$
4,794,826
360,786
5,155,612
827,524
-
827,524
2018
$
2,389,284
562,571
2,951,855
910,609
-
910,609
82,226,327
(78,339,858)
441,619
4,328,088
76,938,281
(75,216,637)
319,602
2,041,246
(3,123,221)
-
(3,123,221)
(3,430,801)
-
(3,430,801)
(e) Contingent Liabilities of the Parent Entity
The parent entity did not have any contingent liabilities as at 30 June 2019 or 30 June 2018 other than as
disclosed in Note 25.
(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 | 72
Directors’ Declaration
In the directors’ opinion:
(a) the financial statements and notes set out on pages 43 to 72 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 2019 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 32 to 39 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 Managing Director 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.
Andrew Radonjic
Managing Director
Perth, Western Australia, 30 September 2019
Venture Minerals Limited | 73
Stantons International Audit and Consulting Pty Ltd
trading as
Chartered Accountants and Consultants
PO Box 1908
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VENTURE MINERALS LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Venture Minerals Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2019, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
(i)
giving a true and fair view of the Group's financial position as at 30 June 2019 and of its financial
performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report
section of our report. We are independent of the Company in accordance with the auditor independence
requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional
and Ethical Standards Board's APES 110: Code of Ethics for Professional Accountants (the Code) that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical
responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Key Audit Matters
We have defined the matter described below to be a key audit matter to be communicated in our report.
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. This matter was addressed in the context of our audit of
the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on this matter.
Liability limited by a scheme approved
under Professional Standards Legislation
Key Audit Matters
How the matter was addressed in the audit
Accounting for Discontinued Operations of
Venture Minerals (Thailand) Ltd
Our audit procedures included, inter alia, the
following:
and
In December 2018, the Group ceased operations in
Thailand
liquidated Venture Minerals
(Thailand) Ltd, a wholly owned subsidiary of
Venture T Pty Ltd, being a wholly owned subsidiary
of Venture Minerals Limited, resulting in a total loss
from Discontinued Operations of $147,252 as
disclosed in Note 24.
i. Audit of Venture Minerals (Thailand) Ltd’s trial
balance for the period from 1 July 2018 to the
date of cessation of operations to ensure that
the results for the period were appropriately
calculated and accounted for in accordance
with AASB 5 Non-current Assets held for Sale
and Discontinued Operations;
to
for
the
level of
judgment
in regards
to
Due
accounting
the discontinuing operations,
including, amongst others, the date of cessation of
operations, and the presentation of its results as
discontinued operations and deconsolidation of the
liquidated subsidiary, this is considered to be a key
audit matter.
ii. Assessing the reasonableness of consolidation
adjustments in relation to Venture Minerals
(Thailand) Ltd, correctly offsetting against
and
parent
calculating
discontinued
operations; and
balances where
required,
from
loss
the
iii. Assessing
disclosures
statements.
the adequacy of
to
in Note 24
the
the
related
financial
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2019, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance opinion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of this financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. An audit involves performing procedures to
obtain audit evidence about the amounts and disclosures in the financial report.
The procedures selected depend on the auditor's judgement, including the assessment of the risks of
material misstatement of the financial report, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity's preparation of the financial
report that gives a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal
control.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness
of accounting estimates made by the Directors, as well as evaluating the overall presentation of the
financial report.
We conclude on the appropriateness of the Directors' use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor's report to the related
disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
We evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
We obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in Internal control that we identify
during our audit.
The Auditing Standards require that we comply with relevant ethical requirements relating to audit
engagements. We also provide the Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore key audit matters. We
describe these matters in our auditor's report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 32 to 39 of the directors’ report for the year
ended 30 June 2019. The directors of the Company are responsible for the preparation and presentation
of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards
Opinion on the Remuneration Report
In our opinion, the Remuneration Report of Venture Minerals Limited for the year ended 30 June 2019
complies with section 300A of the Corporations Act 2001.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
(An Authorised Audit Company)
Martin Michalik
Director
West Perth, Western Australia
30 September 2019
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 18 September 2019 were as follows:
Holding
1- 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Number of shareholders
Fully Paid
Ordinary Shares
Listed Option
186
584
466
1,567
762
3,565
52
138
70
168
135
563
Holders of less than a marketable parcel: 3,160.
Substantial Shareholders
The names of the substantial shareholders as at 18 September 2019:
Shareholder
Republic Investment Management Pte Ltd
Delphi Unternehmensberatung Aktiengesellschaft
Number
118,472,533
58,945,605
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.
Vesting conditions
Expiry date
Options
Exercise
price
Unlisted options $0.45
Unlisted options $0.50
Unlisted options $0.55
Unlisted options $0.001
Unlisted options $0.03
Unlisted options $0.05
Unlisted Options $0.001
Unlisted Options $0.001
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
Vested
Unvested
Unvested
Number of
options
1,000,000
Number of
holders
1
2,000,000
2,500,000
1
1
18 months after
vesting
18 months after
vesting
18 months after
vesting
31 August 2020
30 October 2019
30 November 2020
12 April 2023
12 April 2023
3,727,000
5
4,000,000
4
250,000
1
5
5,500,000
11,500,000 5
Venture Minerals Limited | 78
Additional Shareholder Information
Equity security holders
The names of the twenty largest ordinary fully paid shareholders as at 18 September 2019 are as follows:
Shareholder
HSBC CUSTODY NOM AUST LTD
AKTIENGESELLSCHAFT D U
ELPHINSTONE HLDGS PL
CITICORP NOM PL
J & J BANDY NOM PL
HALLIDAY HAMISH PETER
BNP PARIBAS NOMS PL
ALFREDSTONN HLDGS PL
WGS PL
RINTOUL C S + THOMAS A L
RADONJIC LENORE THERESA
SMITH MERLE + KATHRYN
MALDEW HLDGS PL
J P MORGAN NOM AUST PL
SCINTILLA STRATEGIC INV L
*NORTON MATTHEW J + R F
ALBERTA RES PL
*WEBB 19 HLDGS PL
INVIA CUST PL
REBO NOM PL
Number
% Held of Issued Ordinary
Capital
117,882,232
58,945,605
47,108,254
15,644,016
14,000,000
13,122,500
8,004,877
7,825,000
6,888,888
6,850,000
6,124,667
5,947,570
5,200,000
5,004,913
5,000,000
4,866,451
4,732,665
4,500,000
4,200,000
4,200,000
346,037,648
14.61%
7.30%
5.84%
1.94%
1.73%
1.63%
0.99%
0.97%
0.85%
0.85%
0.76%
0.74%
0.64%
0.62%
0.62%
0.60%
0.59%
0.56%
0.52%
0.52%
42.88%
Listed Options
The names of the twenty largest listed option holders as at 18 September 2019 are as follows:
Shareholder
HSBC CUSTODY NOM AUST LTD
FIRST INV PTNRS PL
AKTIENGESELLSCHAFT D U
JACOBS S G + S D + M B
M & K KORKIDAS PL
TROCA ENTPS PL
ELPHINSTONE HLDGS PL
SMITH MERLE + KATHRYN
NORTON MATTHEW J + R F
SCINTILLA STRATEGIC INV L
J & J BANDY NOM PL
J & J BANDY NOM PL
AC YOUNG PL
WIMALEX PL
END GAME WA PL
PARRY CAP MGNT LTD
SMITH PETER S + D P
BOND STREET CUSTS LTD
ALFREDSTONN HLDGS PL
THANG PL
Number
% Held of Issued Ordinary
Capital
22,535,396
16,064,659
12,700,000
4,000,000
3,221,178
3,167,839
3,072,278
2,973,786
2,733,227
2,406,596
2,068,542
2,000,000
1,882,194
1,562,500
1,500,000
1,500,000
1,320,093
1,250,001
1,250,000
1,227,055
88,435,344
14.61%
7.30%
5.84%
1.94%
1.73%
1.63%
0.99%
0.97%
0.85%
0.85%
0.76%
0.74%
0.64%
0.62%
0.62%
0.60%
0.59%
0.56%
0.52%
0.52%
61.76%
Venture Minerals Limited | 79
Schedule of Tenements
As at 18 September 2019
Project
Mount Lindsay
Location
Tasmania
Tasmania
Tasmania
Tasmania
Tasmania
Tasmania
South West WA
Caesar Project1
Western Australia
Western Australia
Western Australia
Western Australia
Tenement
3M/2012
5M/2012
7M/2012
EL21/2005
EL45/2010
EL72/2007
E70/4837
E70/5067
E09/2131
E09/2213
Pingaring
Western Australia
E70/5077
Golden Grove North
Bottle Creek
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
E59/2285
P59/2116
E59/2243
E59/2244
E59/2288
P29/2425
P29/2426
P29/2427
Interest
100%
100%
100%
100%
100%
100%
100%
100%
0%
90%
100%
95%
100%
100%
100%
100%
100%
100%
100%
1
2
Key
EL or
E:
P
M:
Venture Minerals is earning up to a 90% interest from Muggon Copper Pty Ltd on E09/2131. E09/2213 is 90% held with a 10% interest
held by Muggon Copper Pty Ltd with Venture earning up to 100%.
A 5% interest is held by Galahad Resources Pty Ltd with Venture potentially earning up to 100%.
Exploration Licence or Lease
Prospecting Lease
Mining Lease
Venture Minerals Limited | 80