and Controlled Entities
(ACN 119 670 370)
ANNUAL REPORT
FOR THE YEAR ENDED
30 JUNE 2016
COMPANY DIRECTORY
Directors
Allan Mulligan
Thomas Murrell
Andrew Cunningham
Company Secretary
Kim France
ASX Code: WKT
Auditors
HLB Mann Judd
Level 4, 130 Stirling Street
Perth WA 6000
Australia
Securities Exchange Listing
Australian Securities Exchange Limited
Level 40
Central Park
152-158 St Georges’ Terrace
Perth, WA 6000
Australia
Registered Office and Principal Place of Business
Bankers:
National Australia Bank
Perth West Business Banking Centre
1238 Hay Street
West Perth, WA 6005
Australia
Level 3
681 Murray Street
West Perth, WA 6005
Australia
Telephone: +61 8 6298 7500
Facsimile: +61 8 6298 7501
Website : www.wkt.com.au
Email: admin@wkt.com.au
Share Register
Security Transfer Registrars
770 Canning Highway
Applecross, WA 6153
Telephone: +61 8 9315 2333
Email: registrar@securitytransfer.com.au
TABLE OF CONTENTS
1.
DIRECTORS’ REPORT 2
2.
CORPORATE GOVERNANCE STATEMENT
13
3.
AUDITOR’S INDEPENDENCE DECLARATION
22
4.
FINANCIAL STATEMENTS
23
5.
DIRECTORS' DECLARATION
49
6.
INDEPENDENT AUDITOR’S REPORT
50
7.
ADDITIONAL SHAREHOLDER INFORMATION
52
1
DIRECTORS’ REPORT
Your Directors submit the annual financial report of the consolidated entity consisting of Walkabout Resources Ltd (“the
Company”) and the entities it controlled during the period for the financial year ended 30 June 2016. In order to comply
with the provisions of the Corporations Act 2001, the directors report as follows:
Directors
The names of Directors who held office during or since the end of the year and until the date of this report are as follows.
Directors were in office for this entire period unless otherwise stated.
Name, qualifications and
independence status
Experience, special responsibilities and other directorships
Mr Trevor Benson
Appointed Chairman 13 September 2016
Chairman
Independent Non- Executive
Director
Mr Allan Mulligan
Managing Director
Trevor has extensive experience as an investment banker and has served on
numerous ASX listed company boards as both Chairman and Director. He has
specialised in cross border transactions within the natural resources sector
across China and SE Asia, and has been an adviser to Chinese State Owned
Enterprises (SOE’s). His specialist activities include corporate funding solutions
and off-take agreement negotiations within the natural resources domain.
Trevor has managed a $300m resource fund for international investors and also
funded and managed a copper operation in Zambia.
Trevor holds a Bachelor of Science Degree from the University of Western
Australia.
Other directorships of listed companies in the last 3 years: None
Appointed Managing Director 7 August 2012
Allan is a mining engineer with over thirty years of mine management and
production experience.
Allan has specialised in technical assessment and production economics,
feasibilities, project design and costing of underground mines and prospects. He
has worked extensively in exploration, mine development and operations across
Africa and Australia.
Allan was a founding Director of Walkabout Resources Pty Ltd. He has
previously been on the board of several Western Australian explorers.
Other directorships of listed companies in the last 3 years: None
Mr Thomas Murrell
Appointed 1 May 2015
Investor Relations Director
Independent Non-Executive
Director
Tom is recognised as an authority on investor relations and has been the
Managing Director of his own company 8M Media and Communications for the
past eighteen years. He has provided counsel to an elite group of companies
listed on the Australian Stock Exchange ranging from Top 500 companies
through to start – up biotechnology, medical and mineral exploration companies.
He has been a director of Investor Central, a Singapore based financial news
service since 2002.
A graduate of three Australian Universities, Tom gained his MBA from the
University of WA and is the immediate past President of the Business School’s
Graduate Management Association representing UWA MBA alumni.
Other directorships of listed companies in the last 3 years: None
2
DIRECTORS’ REPORT - Continued
Mr Andrew Cunningham
Appointed 13 November 2015
Technical Director
Independent Non-Executive
Director
Mr Geoffrey Wallace
Executive Director and Company
Secretary
Company Secretary
Mr Kimberley France
Company Secretary
Andrew has a BSc Hons in Geology from the University of Stellenbosch in South
Africa and is a member of the Australian Institute of Geosciences.
Andrew has extensive cross discipline technical and management experience in
the minerals industry predominantly in Africa and Australia and has worked in a
range of commodities and geological styles including uranium, iron ore, graphite,
diamonds, gold and base metals.
During the last 15 years, Andrew has managed all facets of exploration and
development projects in Africa from project generation to the completion of
feasibility studies. He has held senior geology and exploration positions with
major international mining companies as well as various ASX and TSX listed
companies. He has been working with Walkabout Resources since 2013 and
brings a wide range of exploration, resource development, mine geology and
management experience to the company.
Other directorships of listed companies in the last 3 years: None
Appointed Director and Company Secretary 31 May 2011, Retired 13 November
2015
Geoff is a Fellow of the Australian Society of Certified Practicing Accountants, a
Fellow of the Taxation Institute of Australia, a member of the Australian Institute
of Company Directors, and a former Director of the Australian Mining and
Petroleum Law Association. He has many years’ experience in the financial,
corporate and management areas of the mining industry. He has been a Director
of a number of listed mining and exploration companies on the Australian Stock
Exchange (ASX) and the Toronto Stock Exchange (TSX).
Other directorships of listed companies in the last 3 years: None
Appointed 13 November 2015
Kim is a Fellow of the Governance Institute of Australia and a Fellow of the
Chartered Institute of Secretaries and a Certified Practising Accountant of over
40 years standing. Over the past 26 years he has been almost exclusively in the
resources arena with particular emphasis in West and East Africa.
Interests in the shares and options of the company and related bodies corporate
The following relevant interests in shares of the Company or a related body corporate were held by the directors at the
date of this report. There are no options on issue.
Director
T Benson
A Mulligan
T Murrell
A Cunningham
Ordinary
shares
-
98,005,857
4,755,865
3,963,221
No share options of the Company were granted to Directors of the Company during or since the end of the financial year
as part of their remuneration package.
Principal Activities
The principal activities of the consolidated entity during the financial year were the exploration and development of
resources and energy assets located in Botswana and Tanzania with Namibia emerging as a target.
There have been no other significant changes in the nature of activities during the year.
3
DIRECTORS’ REPORT - Continued
Operating Results
The comprehensive loss of the consolidated entity amounted to $2,106,322 (2015: loss of $3,095,116).
Financial Position
The net assets of the Group were $10,802,011 at 30 June 2016 (2015: $9,938,293).
Dividends Paid or Recommended
There were no dividends paid or recommended throughout the period.
Review of Operations
Projects
Lindi Jumbo Graphite Project – WKT earning 70% with option to 100%
During the year in review the primary focus of management has been the continued evaluation and development of the
Lindi Jumbo Graphite Project and various fund raising efforts to support this. Details of the fund raisings are described in
the section “Significant Changes in State of Affairs” following. The Lindi Jumbo Graphite Project is located within the
emerging graphite province in south-eastern Tanzania approximately 200km by road from the port of Mtwara, and
comprises four prospecting licences (PL’s 9992/2014, 9993/2014, 9994/2014 and 9906/2014) totalling 325km2.
Under the terms of the MOU signed in May 2015, the Company would earn 70% of the four prospecting licenses by
determining an Inferred Mineral Resource.
During the year the Company conducted a drilling program of 1,130 metres and on 19 January 2016 announced a maiden
Inferred JORC Mineral Resource, thus achieving the 70% ownership trigger point.
Lindi Jumbo Graphite Project 2012 JORC Inferred Resource - As at 30 June 2016
Category
Domain
Tonnes
(millions)
Inferred
Inferred
Inferred
Inferred
1
21
3
42
Inferred
ALL
Inferred
Excluding
Domain 4
6.9
2.6
2.2
3.7
15.3
11.7
TGC
(%)
8.9
20.6
11.7
3.9
10.1
11.9
1 High grade core enveloped by Domain 1
2 Low grade domain (eastern flank of The Gilbert Arc)
Note: Appropriate rounding applied
V2O5
Contained
TGC (t)
611,000
526,500
258,500
146,000
(%)
0.19
0.20
0.19
0.04
0.16
Contained
V2O5 (t)
13,000
5,200
4,300
1,600
1,542,000
24,100
0.19
1,396,000
22,500
The high grade core of Domain 2 at 20.6% TGC is enveloped inside a wide, shallow package of almost 7 million tonnes at
a grade of 8.9% TGC. This infers that potential mining operations will be shallow, discrete and possibly able to selectively
produce a run of mine product at or near planning specification.
The development strategy adopted by the Board envisages a focussed, appropriately sized and low risk approach to
exploration and potential mine development. This is intended, in part, to prevent large expenditure incurred on resource
size at the expense of product quality. The international graphite market is limited in nature and there is an ongoing
surplus of graphite exploration. This reduced-risk strategy would imply that quality is more important and this remains the
focus of the Board.
4
DIRECTORS’ REPORT - Continued
The Company also embarked on a structured and intense programme of metallurgical test work. An innovative approach
to grinding and flotation process techniques led to outstanding results of retained flake size distribution, in the
concentrate, with high product purity also being achieved. Selected and repeated concentrate product from the Lindi
Jumbo Graphite Project has shown to yield up to 85% of the product as larger than 180µm (Large), with an outstanding
25% of product larger than 500µm (Super Jumbo). Larger flake size products command a significant premium (up to three
times revenue) over the finer fractions of the marketable product.(See ASX announcement 1 June 2016).
The Company further tested these product ratios and achieved graphite purity, for the +300 um concentrate, up to 98.48%
Total Graphitic Carbon (TGC), without the use of chemicals. These are considered outstanding metallurgical results and
represent a significant de-risking of the Lindi Jumbo Project. Subsequent to the end of the year under review, the
Company has embarked on a further drill programme in order to partially upgrade the Inferred Resource into an Indicated
and Measured status and thereby complete the range of studies underway to fast track the development of the Project.
Namibian and Tanzanian Lithium Prospects (100% Under Application)
During the year the Company made application for Lithium prospective licences in Namibia and Tanzania. The sites were
selected as known pegmatoid belts hosting lithium and spodumene in addition to other minerals. Both areas had not
previously been explored for lithium oxides.
The exploration strategy pursued by the Board is one of high grade opportunity targeting. In other words, after the
application of primary exploration methodologies, if there are no apparent prospects of grades equal or in excess of 1.5%
Li20, then the prospects will be abandoned. This rationale is in response to the huge amount of lithium exploration being
undertaken across the world at this time.
Subsequent to the end of the period, initial exploration results for the Tanzanian prospects were found to be sub-standard
and the Board decided to relinquish the licences. The licence applications for the Namibian prospects are awaiting
approval by the Ministry of Mines and Energy.
Takatokwane Coal Project, Botswana (Various between 65% and 70% interest)
Takatokwane is located just 195km from the Botswana capital, Gaborone, in the southern belt of the Central Kalahari
Sub-Basin and is directly accessible by a well-maintained bitumen road. Walkabout has previously defined a 6.9 billion
tonne JORC 2004 Inferred raw coal Resource and a 748 million tonne Indicated raw coal Resource over the two Joint
Ventures with Wizard Investments Pty Ltd (70%) and Triprop Energy Pty Ltd (40% earning 65%).
The Company has now commenced with an update of the current studies for the project that indicate the Project is co-
dependent upon a recovery in the price of thermal coal to around US$85 per tonne and the construction of a railway line
to the either the east coast or west coast of Africa or to South Africa. The government of Botswana continues to
investigate the construction of the Trans-Kalahari rail-line to Walvis Bay in Namibia, the sanction of which will unlock the
economics of the Takatokwane Coal Project.
Takatokwane Raw Coal Resources JORC 2004 - As at June 30 2016
Category
Tonnes
Density
Licence
Joint Venture
(Mt)
(t/m3)
Indicated
214.60
1.70
PL035/2007
Inferred
4,015.56
1.60
PL035/2007
Wizard Investments
Pty Ltd
Wizard Investments
Pty Ltd
WKT
Share
ASX Report
Date
70%
11/04/2013
70%
16/11/2011
PL157/2009
Triprop Energy Pty Ltd
40%
11/04/2013
PL157/2009
Triprop Energy Pty Ltd
40%
13/08/2012
Indicated
533.44
Inferred
2,102.23
1.68
1.80
Total
Indicated
748.04
1.69
Total Inferred
6,135.79
1.67
Total
Resource
6,883.83
1.69
5
DIRECTORS’ REPORT - Continued
No exploration of coal resources was conducted during the period, and there was no physical mining of Resources.
Therefore, there has been no material changes or additions to the Takatokwane raw coal resources as previously defined.
Kigoma Copper Project, Tanzania (Various between 75% and 100% interest)
The Kigoma Copper Project, is some 80km south of the town of Kigoma on the shores of Lake Tanganyika in western
Tanzania. Walkabout has been exploring for copper in the Kigoma Region since early 2013. Initial reconnaissance trips to
the area revealed a number of small scale artisanal copper and lead mines in a variety of geological/structural settings.
Due to its focus on the Lindi Jumbo Graphite Project the Company has not conducted significant work at Kigoma during
the 2015/16 financial period, however, it continues to be an area of interest.
Significant Changes in State of Affairs
The following significant changes in the state of affairs of the Company occurred during the year:
From 7 August 2015 to 22 September 2015 the Company issued 328,848,666 fully paid shares at the price of $0.003 in
accordance with a prospectus dated 5 June 2015 and shortfall offer, raising $986,546.
On 10 February 2016 the Company placed 67,500,000 fully paid ordinary shares at the price of $0.0032 per share to
sophisticated and professional investors to raise $216,000.
On 8 March 2016 the company issued 126,171,875 fully paid ordinary shares at the price of $0.0032 per share to raise
$403,750 in accordance with a share purchase plan.
On 21 March 2016 the company placed 139,235,269 fully paid ordinary shares at the price of $0.0032 to raise $445,552.
On 14 June 2016 the company issued 11,687,538 fully paid ordinary shares at the price of $0.006308 to directors and the
company secretary in lieu of fees in accordance with shareholder authorisation at a general meeting dated 7 June 2016.
On 23 June 2016 the Company placed 258,400,000 fully paid ordinary shares at the price of $0.005 per share to
sophisticated and professional investors to raise $1,292,000.
At the date of this report there are no unissued ordinary shares of the company under option.
Significant Events After Balance Date
On 7 September 2016 the Company issued 20,000,000 fully paid shares at the price of $0.005 to consultants in lieu of
fees in accordance with shareholder authorisation at a general meeting dated 7 June 2016.
No other matters or circumstances have arisen since the end of the financial year which significantly affected or could
significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the
consolidated entity in future financial years.
Likely Developments and Expected Results
Further information has not been presented in this report as disclosure of information regarding likely developments in the
operations of the consolidated entity in future financial years and the expected results of those operations is likely to result
in unreasonable prejudice to the consolidated entity.
Environmental legislation
The consolidated entity is not subject to any significant environmental legislation.
6
DIRECTORS’ REPORT - Continued
Indemnification and insurance of Directors and Officers
The Company has agreed to indemnify all the Directors of the Company for any liabilities to another person (other than
the Company or related body corporate) that may arise from their position as Directors of the Company and its controlled
entities, except where the liability arises out of conduct involving a lack of good faith.
During the financial year the Company paid a premium in respect of a contract insuring the Directors and officers of the
Company and its controlled entities against any liability incurred in the course of their duties to the extent permitted by the
Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the
premium.
REMUNERATION REPORT (Audited)
This report, which forms part of the Directors’ Report, outlines the remuneration arrangements in place for the Key
Management Personnel (“KMP”) of the Company for the financial year ended 30 June 2016. The information provided in
this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.
The remuneration report details the remuneration arrangements for KMP who are defined as those persons having
authority and responsibility for planning, directing and controlling the major activities of the Company and its controlled
entities, directly or indirectly, including any Director (whether Executive or otherwise) of the parent company.
The Directors and key management personnel of the Group during or since the end of the financial year were:
Mr T Benson
Mr A Mulligan
Mr T Murrell
Mr A Cunningham
Mr G Wallace
Remuneration policy
Chairman (Non-executive)
Managing Director
Non-executive Director
Non-executive Director
Executive Director & Company Secretary
The remuneration policy of Walkabout has been designed to align Director and Executive objectives with shareholder and
business objectives by providing a fixed remuneration component and potentially, at the Boards discretion, long term
incentives based on key performance areas affecting the consolidated entity’s financial results. The Board of Walkabout
believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and
Directors to run and manage the consolidated entity, as well as create goal congruence between Directors, Executives
and shareholders.
The Board’s policy for determining the nature and amount of remuneration for Board members and senior executives of
the consolidated entity is as follows: the remuneration policy, setting the terms and conditions for the Executive Directors
and other senior executives, was developed by the Board of Directors, and approved by resolution of the Board. All
Executives receive a base salary including superannuation with the possibility of options and performance incentives.
The Board of Directors review executive packages annually by reference to the consolidated entity’s performance,
executive performance and comparable information from industry sectors and other listed companies in similar industries.
The performance of Executives is assessed annually with each executive and is based predominantly on operational and
exploration activities and shareholders’ value. The Board may, however, exercise its discretion in relation to approving
incentives, bonuses and options, and can award these if they can be reasonably justified. The policy is designed to attract
and retain the highest calibre of Executives and reward them for performance that results in long term growth in
shareholder value.
Directors and Executives receive a superannuation guarantee contribution required by the Government, which is currently
9.5%, and do not receive any other retirement benefits.
All remuneration paid to Directors and executives is valued at the cost to the Company and expensed.
The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time,
commitment and responsibilities. The Company has not established a Remuneration Committee. The Board of Directors
of the Company is responsible for determining and reviewing compensation arrangements for directors and executive
team. The Board of Directors determines payments to the Non-Executive Directors and reviews their remuneration
annually, based on market practice, duties and accountability. Independent external advice is sought when required. Any
changes to the maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by
shareholders at an Annual General Meeting. The latest determination was at a General Meeting prior to the Company’s
listing on ASX, held on 5 August 2006 when shareholders approved an aggregate remuneration of $200,000 per year.
Fees for non-executive directors are not linked to performance of the consolidated entity.
Performance-based remuneration
The size and activities of the Company preclude any formal performance-based remuneration component other than at
the Directors discretion as has been discussed previously.
7
DIRECTORS’ REPORT - Continued
Company performance, shareholder wealth and Director and executive remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders, Directors and Executives.
There have been two methods applied in achieving this aim, the first being a fixed market competitive salary, and the
second being the potential issue of options to Directors and Executives to encourage the alignment of personal and
shareholder interests.
In accordance with best practice corporate governance, the structure of Non-Executive Director and Executive
remuneration is separate and distinct.
Key Management Personnel Remuneration Policy
The remuneration structure for KMP is to be based on a number of factors, including length of service, particular
experience of the individual concerned, and overall performance of the Company. The contracts for service between the
Company and KMP are on a continuing basis, the terms of which are not expected to change in the immediate future.
Employment Contracts
Executive
Director
Contract
Commencement
Contract
Termination
Remuneration
Notice period
A Mulligan
7 August 2012
7 August 2015
$250,000
3 months
Termination
entitlement
3 months’ pay in
lieu of notice
Mr Mulligan’s contract has been extended on a 12 month basis and is currently under review.
In addition, each Executive Director is entitled to the statutory 9.5% superannuation guarantee.
8
DIRECTORS’ REPORT - Continued
Table 1 details the nature and amount of remuneration for each Director of Walkabout Resources Ltd. There are no Executives who aren’t Directors.
Remuneration of Key Management Personnel
Table 1: Directors’ remuneration for the years ended 30 June 2016 and 30 June 2015
30 June 2016
Short-term Benefits
Post-
employment
Benefits
Other Long-
term Benefits
Share-based Payment
Total
Performance
Related
Mr Allan Mulligan
Thomas Murrell1
Andrew Cunningham2
Mr Geoffrey Wallace3
Salary and
fees
$
250,000
78,740
57,725
97,359
483,824
Bonuses
Non-cash
benefit
Other
Superannuation
Long-service Leave
Equity
Options
$
-
-
-
-
-
$
-
-
-
-
-
$
-
-
-
-
-
$
23,750
-
-
9,249
32,999
$
-
-
-
-
-
$
-
-
-
-
-
$
-
-
-
-
-
$
273,750
78,740
57,725
106,608
516,823
%
-
-
-
-
30 June 2015
Short-term Benefits
Post-
employment
Benefits
Other Long-
term Benefits
Share-based Payment
Total
Performance
Related
Mr Allan Mulligan
Thomas Murrell1
Mr Geoffrey Wallace3
Mr Peter Batten4
Salary and
fees
$
193,750
30,597
146,475
6,250
377,072
(1) Appointed 1 May 2015
(2) Appointed 13 November 2015
(3) Resigned 13 November 2015
(4) Resigned 28 April 2015
Bonuses
Non-cash
benefit
Other
Superannuation
Long-service Leave
Equity
Options
$
-
-
-
-
-
$
-
-
-
-
-
$
-
-
-
-
-
$
18,407
-
13,915
-
32,322
$
-
-
-
-
-
9
$
-
-
-
-
-
$
-
-
-
-
-
$
212,157
30,597
160,390
6,250
409,394
%
-
-
-
-
DIRECTORS’ REPORT - Continued
No options issued as compensation were exercised during the year by Directors and Executives.
Shareholdings of Key Management Personnel
Ordinary Shares
30 June 2016
Directors
Balance at beginning of
period
Number
Granted as
remuneration
Number
On Exercise of Options
Net Change Other
Balance at end of period
Balance held nominally
Number
Number
Number
Number
Allan Mulligan
Thomas Murrell
Andrew Cunningham
Geoffrey Wallace
1 Balance held at date of resignation 13 November 2015
94,880,857
-
-
96,818,916
30 June 2015
Directors
Balance at beginning of
period
Number
Granted as
remuneration
Number
Allan Mulligan
Geoffrey Wallace
Thomas Murrell
Peter Batten
2 Balance held at date of resignation 28 April 2015
67,298,857
73,652,249
-
2,078,025
-
-
-
-
-
-
-
-
-
-
-
-
3,125,000
4,755,865
3,963,221
-
98,005,857
4,755,865
3,963,221
96,818,9161
20,000,000
4,755,865
3,963,221
71,818,916
On Exercise of Options
Net Change Other
Balance at end of period
Balance held nominally
Number
Number
Number
Number
-
-
-
-
27,582,000
23,166,667
-
-
94,880,857
96,818,916
-
2,078,0252
20,000,000
71,818,916
-
-
All equity transactions with key management personnel other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable
than those the Group would have adopted if dealing at arm's length.
Option holdings of Key Management Personnel
There are no options on issue.
Other transactions with Key Management Personnel
For amounts owing to key management personnel refer to Note 17 to the financial report for details.
End of Remuneration Report
10
DIRECTORS’ REPORT - Continued
Directors’ meetings
The number of meetings of directors held during the year and the number of meetings attended by each Director were as
follows:
Number
of meetings
held
Number
eligible to
attend
Number
attended
Alan Mulligan
Thomas Murrell
Andrew Cunningham
Geoffrey Wallace
11
11
4
7
11
11
4
7
11
11
4
7
Proceedings on Behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings
to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of
those proceedings. The Company was not a party to any such proceedings during the year.
Auditor’s independence
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the Directors of the
Company with an Independence Declaration in relation to the audit of the annual report. This Independence Declaration is
set out on page 22 and forms part of this Directors’ Report for the year ended 30 June 2016.
Non-audit Services
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are
outlined in Note 4 to the financial statements. The Directors are satisfied that the provision of non-audit services is
compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
The Directors are of the opinion that the services do not compromise the auditor’s independence as all non-audit services
have been reviewed to ensure that they do not impact the impartiality and objectivity of the auditor and none of the
services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110
Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board.
Signed in accordance with a resolution of the Board of Directors.
Allan Mulligan
Director
28 September 2016
11
DIRECTORS’ REPORT - Continued
Competent Person – Dr Ian D. Blayden
The information in this report that relates to Coal Resources at Takatokwane is based on information compiled by Dr Ian
D. Blayden of Geological and Management Resources Pty Ltd which provides geological consulting services to Optiro Pty
Ltd. Dr Blayden is a Member of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is
relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking
to qualify as a competent person as defined by the 2012 edition of the “Australasian Code for the Reporting of Exploration
Results, Mineral Resources and Ore Reserves”. Dr Blayden consents to the inclusion in the document of the information
in the form and context in which it appears.
Competent Person – Mr Alan Golding
The information in this report that relates to Coal Resources and exploration results at Takatokwane South is based on
data compiled by Mr Alan Golding who is a member of the South African Geological Society, the South African Institute of
Engineering Geologists and a Fellow of the Geological Society of London. Mr Golding has sufficient experience relevant
to the style of mineralisation and the type of deposit under consideration to qualify as a competent person as defined in
the 2012 edition of the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves.
Mr Golding consents to the inclusion in this announcement of the matters based on his information in the form and context
in which they appear.
Competent Person – Mr Andrew Cunningham
The information in this report that relates to exploration results in Tanzania is based on data compiled by Mr Andrew
Cunningham who is a member of the Australian Institute of Geoscientists, and is a independent consultant to the
Company. Mr Cunningham has sufficient experience relevant to the style of mineralisation and the type of deposit under
consideration to qualify as a competent person as defined in the 2012 edition of the Australasian Code for the Reporting
of Exploration Results, Mineral Resources and Ore Reserves. Mr Cunningham consents to the inclusion in this
announcement of the matters based on his information in the form and context in which they appear.
12
CORPORATE GOVERNANCE STATEMENT
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement is current as at 30 June 2016 and has been approved by the Board of the
Company on that date.
This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending
30 June 2016, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate
Governance Principles and Recommendations (Recommendations). The Recommendations are not mandatory,
however the Recommendations that have not been followed for any part of the reporting period have been identified and
reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of
the recommendation during that period.
The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the
Company’s corporate governance duties.
Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does
not consider that the Company will gain any benefit from individual Board committees and that its resources would be
better utilised in other areas as the Board is of the strong view that at this stage the experience and skills set of the
current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be
assigned to individual committees are currently carried out by the full Board under the written terms of reference for those
committees.
The Company’s Corporate Governance Plan is available on the Company’s website at www.wkt.com.au.
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a
charter which sets out the respective roles and
responsibilities of the Board, the Chair and
management, and includes a description of
those matters expressly reserved to the Board
and those delegated to management.
YES
The Company has adopted a Board Charter that
sets out the specific roles and responsibilities of
the Board,
the Chair and management and
includes a description of those matters expressly
reserved to the Board and those delegated to
management.
the
composition,
The Board Charter sets out
the specific
responsibilities of the Board, requirements as to
and
the Board’s
responsibilities of the Chairman and Company
Secretary,
the establishment, operation and
management of Board Committees, Directors’
access
information,
relationship with
details
management, details of the Board’s performance
review and details of the Board’s disclosure policy.
to Company records and
of
the Board’s
roles
A copy of the Company’s Board Charter, which is
part of the Company’s Corporate Governance
Plan, is available on the Company’s website.
Recommendation 1.2
A listed entity should:
YES
(a) undertake appropriate
checks before
appointing a person, or putting forward to
security holders a candidate for election, as
a Director; and
(b) provide security holders with all material
information
to a decision on
whether or not to elect or re-elect a
Director.
relevant
(a) The Company has guidelines
(in
for
the
appointment and selection of the Board in its
Corporate Governance Plan. The Company’s
Nomination Committee Charter
the
Company’s Corporate Governance Plan)
requires the Nomination Committee (or, in its
absence, the Board) to ensure appropriate
respect of
checks
character, experience, education, criminal
bankruptcy
record
(as
and
appropriate))
before
are
appointing a person, or putting forward to
security holders a candidate for election, as a
Director.
(including checks
undertaken
history
in
(b) Under the Nomination Committee Charter, all
material information relevant to a decision on
whether or not to elect or re-elect a Director
must be provided to security holders in the
Notice of Meeting containing the resolution to
13
CORPORATE GOVERNANCE STATEMENT - Continued
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
Recommendation 1.3
A listed entity should have a written agreement
with each Director and senior executive setting
out the terms of their appointment.
YES
Recommendation 1.4
The company secretary of a listed entity should
be accountable directly to the Board, through
the Chair, on all matters to do with the proper
functioning of the Board.
YES
Recommendation 1.5
A listed entity should:
PARTIALLY
(a) have a diversity policy which
includes
requirements for the Board or a relevant
committee of the Board to set measurable
objectives for achieving gender diversity
and to assess annually both the objectives
and the entity’s progress in achieving them;
(b) disclose that policy or a summary or it; and
(c) disclose as at the end of each reporting
period:
(i)
objectives
the measurable
for
achieving gender diversity set by the
Board in accordance with the entity’s
its progress
diversity policy and
towards achieving them; and
(ii) either:
the respective proportions of men and
women on the Board, in senior
executive positions and across the
whole organisation (including how
the entity has defined “senior
executive” for these purposes); or
if the entity is a “relevant employer”
the Workplace Gender
the entity’s most
Equality
the
in
under
Equality Act,
recent
Indicators”, as defined
Workplace Gender Equality Act.
“Gender
elect or re-elect a Director.
The Company’s Nomination Committee Charter
requires the Nomination Committee (or, in its
absence, the Board) to ensure that each Director
and senior executive is a party to a written
agreement with the Company which sets out the
terms of that Director’s or senior executive’s
appointment.
The Company has had written agreements with
each of its Directors and senior executives for the
past financial year.
The Board Charter outlines the roles, responsibility
and accountability of the Company Secretary. In
accordance with this, the Company Secretary is
accountable directly to the Board, through the
Chair, on all matters to do with the proper
functioning of the Board.
(a) The Company has adopted a Diversity Policy
which provides a framework for the Company
to establish and achieve measurable diversity
objectives, including in respect of gender
diversity. The Diversity Policy requires the
Board to set measurable gender diversity
objectives and to assess annually both the
objectives and the Company’s progress in
achieving them.
(b) The Diversity Policy is available, as part of the
the
Corporate Governance Plan,
Company’s website.
on
(c)
(i) The Board did not set measurable gender
diversity objectives for the past financial
year, because:
- The Board did not anticipate
there
would be a need to appoint any new
Directors or senior executives due to
limited nature of
the Company’s
existing and proposed activities and
the Board’s view that the existing
Directors and senior executives have
sufficient skill and experience
to
carry out the Company’s plans; and
a
requiring
- if it became necessary to appoint any
new Directors or senior executives,
the Board considered the application
of a measurable gender diversity
specified
objective
proportion of women on the Board
and in senior executive roles will,
given the small size of the Company
and
the
Company from applying the Diversity
Policy as a whole and
the
Company’s policy of appointing
based on skills and merit; and
the Board, unduly
limit
and
the respective proportions of men and
women on the Board, in senior executive
positions
the whole
organisation (including how the entity has
these
defined
purposes) for the past financial year is
the Company’s Annual
disclosed
“senior executive”
across
for
in
(ii)
14
CORPORATE GOVERNANCE STATEMENT - Continued
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
Recommendation 1.6
A listed entity should:
YES
(a) have and disclose a process for periodically
evaluating the performance of the Board,
its committees and individual Directors; and
(b) disclose,
in relation
to each reporting
period, whether a performance evaluation
was undertaken in the reporting period in
accordance with that process.
Recommendation 1.7
A listed entity should:
YES
(a) have and disclose a process for periodically
evaluating the performance of its senior
executives; and
(b) disclose,
in relation
to each reporting
period, whether a performance evaluation
was undertaken in the reporting period in
accordance with that process.
Report.
(a) The Company’s Nomination Committee (or, in
its absence, the Board) is responsible for
evaluating the performance of the Board, its
committees and individual Directors on an
annual basis. It may do so with the aid of an
independent advisor. The process for this is
the Company’s Corporate
set out
Governance Plan, which is available on the
Company’s website.
in
(b) The Company’s Corporate Governance Plan
requires the Company to disclose whether or
not performance evaluations were conducted
during the relevant reporting period. The
performance
Company
evaluations
its
committees (if any) and individual Directors for
the past financial year in accordance with the
above process.
has
in respect of
the Board,
completed
(a) The Company’s Nomination Committee (or, in
its absence, the Board) is responsible for
evaluating the performance of the Company’s
senior executives on an annual basis. The
Company’s Remuneration Committee (or, in
its absence, the Board) is responsible for
evaluating the remuneration of the Company’s
senior executives on an annual basis. A
senior executive, for these purposes, means
key management personnel (as defined in the
Corporations Act) other than a non executive
Director.
Principle 2: Structure the Board to add value
Recommendation 2.1
The Board of a listed entity should:
YES
(a) have a nomination committee which:
(i) has at least three members, a majority
of whom are independent Directors;
and
(ii)
is chaired by an independent Director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period,
the number of times the committee met
the
throughout
individual attendances of the members
at those meetings; or
the period and
(b) if it does not have a nomination committee,
disclose that fact and the processes it
employs
to address Board succession
issues and to ensure that the Board has the
applicable
processes
The
these
evaluations can be found in the Company’s
Corporate Governance Plan, which
is
available on the Company’s website.
for
(b) The Company has completed performance
evaluations in respect of the senior executives
(if any)
in
financial year
the past
accordance with the applicable processes.
for
(a) The Company’s Nomination Committee
the creation of a
for
Charter provides
Nomination Committee (if it is considered it
will benefit the Company), with at least three
members,
are
independent Directors, and which must be
chaired by an independent Director
a majority
of whom
(b) The Company did not have a Nomination
Committee for the past financial year as the
Board did not consider the Company would
benefit from its establishment. In accordance
with the Company’s Board Charter, the Board
carries out the duties that would ordinarily be
carried out by the Nomination Committee
under the Nomination Committee Charter,
including the following processes to address
succession issues and to ensure the Board
has
the appropriate balance of skills,
experience, independence and knowledge of
the entity to enable it to discharge its duties
and responsibilities effectively:
(i) Devoting time at least annually to discuss
15
CORPORATE GOVERNANCE STATEMENT - Continued
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
appropriate balance of skills, experience,
independence and knowledge of the entity
to enable it to discharge its duties and
responsibilities effectively.
Board succession issues and updating
the Company’s Board skills matrix; and
(ii) All Board members being involved in the
Company’s nomination process, to the
maximum extent permitted under
the
Corporations Act and ASX Listing Rules
Recommendation 2.2
A listed entity should have and disclose a Board
skill matrix setting out the mix of skills and
diversity that the Board currently has or is
looking to achieve in its membership.
YES
Recommendation 2.3
A listed entity should disclose:
YES
(a) the names of the Directors considered by
the Board to be independent Directors;
the
Principles
(b) if a Director has an interest, position,
association or relationship of
type
described in Box 2.3 of the ASX Corporate
Governance
and
Recommendation (3rd Edition), but the
Board is of the opinion that it does not
compromise
the
Director, the nature of the interest, position,
association or relationship in question and
an explanation of why the Board is of that
opinion; and
independence of
the
Under the Nomination Committee Charter (in the
the
Company’s Corporate Governance Plan),
Nomination Committee (or, in its absence, the
Board) is required to prepare a Board skill matrix
setting out the mix of skills and diversity that the
Board currently has (or is looking to achieve) and
the
to review
Company’s Board skills matrix to ensure the
appropriate mix of skills and expertise is present to
facilitate successful strategic direction.
least annually against
this at
The Company has, for the past financial year, had
a Board skill matrix setting out the mix of skills and
diversity that the Board currently has or is looking
to achieve in its membership. A copy is available in
the Company’s Annual Report.
The Board Charter requires the disclosure of each
Board member’s qualifications and expertise. Full
details as to each Director and senior executive’s
relevant skills and experience are available in the
Company’s Annual Report.
(a) The Board Charter requires the disclosure of
the names of Directors considered by the
Board to be independent. The Company has
disclosed those Directors it considered to be
independent in its Annual Report and on the
Company's website. The Board considers the
following Directors are independent: Peter
Batten (resigned 28 April 2015) and Thomas
Murrell (appointed 1 May 2015).
(b) The Company’s Annual Report discloses the
length of service of each Director, as at the
end of each financial year.
(c)
the length of service of each Director
Recommendation 2.4
A majority of the Board of a listed entity should
be independent Directors.
NO
Recommendation 2.5
The Chair of the Board of a listed entity should
be an independent Director and, in particular,
should not be the same person as the CEO of
the entity.
NO
The Company’s Board Charter requires
that,
where practical, the majority of the Board should
be independent.
There was not an independent majority of the
Board during all of the past financial year, due to
the size of the Board.
The Board Charter provides that, where practical,
the Chair of the Board should be an independent
Director and should not be the CEO/Managing
Director.
The Chair of the Company during the past financial
year, Allan Mulligan, was not an independent
Director and was the CEO.
The Board did not have an independent Chair
because the size and scope of the Company’s
operations does not justify more than the minimum
number of directors, presently 1 executive director
and 2 non-executive directors. Given Mr Mulligan’s
16
CORPORATE GOVERNANCE STATEMENT - Continued
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
relevant experience in the exploration and mining
industry his appointment as Executive Chairman is
in the best interests of the Company and its
shareholders. Thomas Murrell, an independent
director, undertakes the role of deputy chair in any
situation where the chair is conflicted.
Recommendation 2.6
A listed entity should have a program for
new Directors
inducting
providing
appropriate
development
professional
opportunities for continuing Directors to develop
and maintain the skills and knowledge needed
to perform their role as a Director effectively.
and
YES
induction
In accordance with the Company’s Board Charter,
the Nominations Committee (or, in its absence, the
Board) is responsible for the approval and review
professional
of
development programs and procedures
for
to ensure
Directors
they can effectively
their responsibilities. The Company
discharge
Secretary is responsible for facilitating inductions
and professional development.
continuing
that
and
Principle 3: Act ethically and responsibly
Recommendation 3.1
A listed entity should:
(a) have a code of conduct for its Directors,
senior executives and employees; and
(b) disclose that code or a summary of it.
YES
(a) The Company’s Corporate Code of Conduct
applies to the Company’s Directors, senior
executives and employees.
(b) The Company’s Corporate Code of Conduct
(which forms part of the Company’s Corporate
Governance Plan)
the
Company’s website.
is available on
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1
The Board of a listed entity should:
YES
(a) have an audit committee which:
(i) has at least three members, all of
whom are non-executive Directors and
a majority of whom are independent
Directors; and
(ii)
is chaired by an independent Director,
who is not the Chair of the Board,
and disclose:
(iii) the charter of the committee;
(iv) the
relevant
and
experience of the members of the
committee; and
qualifications
(v)
in relation to each reporting period, the
number of times the committee met
throughout
the
individual attendances of the members
at those meetings; or
the period and
that
the
(b) if it does not have an audit committee,
disclose that fact and the processes it
independently verify and
employs
safeguard
financial
integrity of
reporting, including the processes for the
appointment and removal of the external
auditor and
the audit
engagement partner.
the rotation of
its
The Company’s Corporate Governance Plan
contains an Audit and Risk Committee Charter that
provides for the creation of an Audit and Risk
Committee (if it is considered it will benefit the
Company), with at least three members, all of
whom must be independent Directors, and which
must be chaired by an independent Director who is
not the Chair
The Company did not have an Audit and Risk
Committee for the past financial year as the Board
did not consider the Company would benefit from
its establishment, and does not currently have one.
In accordance with the Company’s Board Charter,
the Board carries out
that would
ordinarily be carried out by the Audit and Risk
Committee under the Audit and Risk Committee
Charter
to
independently verify and safeguard the integrity of
its financial reporting, including the processes for
the appointment and removal of the external
auditor and the rotation of the audit engagement
partner:
following processes
the duties
including
the
(i)
to
fulfilling
the Board devotes time at annual Board
roles and
meetings
responsibilities
with
maintaining the Company’s internal audit
function and arrangements with external
auditors; and
the
associated
(ii) all members of the Board are involved in
the Company’s audit function to ensure
the proper maintenance of the entity and
the integrity of all financial reporting.
Recommendation 4.2
The Board of a listed entity should, before it
approves the entity’s financial statements for a
financial period, receive from its CEO and CFO
YES
The Company’s Audit and Risk Committee Charter
requires the CEO and CFO (or, if none, the
person(s) fulfilling those functions) to provide a
sign off on these terms.
17
CORPORATE GOVERNANCE STATEMENT - Continued
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
a declaration that the financial records of the
entity have been properly maintained and that
the
the
financial statements comply with
appropriate accounting standards and give a
true and fair view of the financial position and
performance of the entity and that the opinion
has been formed on the basis of a sound
system of risk management and internal control
which is operating effectively.
Recommendation 4.3
A listed entity that has an AGM should ensure
that its external auditor attends its AGM and is
available to answer questions from security
holders relevant to the audit.
YES
The Company has obtained a sign off on these
terms for each of its financial statements in the
past financial year.
that
The Company’s Corporate Governance Plan
provides
the
Company’s external auditor attends its AGM and is
from security
available
holders relevant to the audit.
the Board must ensure
to answer questions
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should:
(a) have a written policy for complying with its
continuous disclosure obligations under the
Listing Rules; and
(b) disclose that policy or a summary of it.
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about
itself and its governance to investors via its
website.
Recommendation 6.2
A listed entity should design and implement an
investor relations program to facilitate effective
two-way communication with investors.
Recommendation 6.3
A listed entity should disclose the policies and
processes it has in place to facilitate and
encourage participation at meetings of security
holders.
Recommendation 6.4
A listed entity should give security holders the
option to receive communications from, and
send communications to, the entity and its
security registry electronically.
The Company’s external auditor attended the
Company’s last AGM during the past financial
year.
YES
(a) The Corporate Governance Plan details the
Company’s Continuous Disclosure Policy.
(b) The Corporate Governance Plan, which
incorporates
the Continuous Disclosure
Policy, is available on the Company’s website.
YES
YES
YES
YES
the Company and
its
Information about
governance
the Corporate
Governance Plan which can be found on the
Company’s website.
is available
in
The Company has adopted a Shareholder
Communications Strategy which aims to promote
and facilitate effective two-way communication with
investors. The Strategy outlines a range of ways in
which
to
is
shareholders and is available on the Company’s
website as part of the Company’s Corporate
Governance Plan.
communicated
information
Shareholders are encouraged to participate at all
general meetings and AGMs of the Company.
Upon the despatch of any notice of meeting to
Shareholders, the Company Secretary shall send
out material stating that all Shareholders are
encouraged to participate at the meeting.
The Shareholder Communication Strategy
provides that security holders can register with the
Company to receive email notifications when an
announcement is made by the Company to the
ASX, including the release of the Annual Report,
half yearly reports and quarterly reports. Links are
made available to the Company’s website on
which all information provided to the ASX is
immediately posted.
Shareholders queries should be referred to the
Company Secretary at first instance.
Principle 7: Recognise and manage risk
18
CORPORATE GOVERNANCE STATEMENT - Continued
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
Recommendation 7.1
The Board of a listed entity should:
YES
(a) have a committee or committees to oversee
risk, each of which:
(i) has at least three members, a majority
of whom are independent Directors;
and
(ii)
is chaired by an independent Director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period,
the number of times the committee met
throughout
the
individual attendances of the members
at those meetings; or
the period and
(b) if it does not have a risk committee or
committees that satisfy (a) above, disclose
that fact and the process it employs for
overseeing the entity’s risk management
framework.
(a) The Company’s Corporate Governance Plan
contains an Audit and Risk Committee Charter
that provides for the creation of an Audit and
Risk Committee (if it is considered it will
benefit the Company), with at least three
members, all of whom must be independent
Directors, and which must be chaired by an
independent Director.
A copy of the Corporate Governance Plan is
available on the Company’s website.
(b) The Company did not have an Audit and Risk
Committee for the past financial year as the
Board did not consider the Company would
benefit from its establishment, and does not
currently have one. In accordance with the
Company’s Board Charter, the Board carries
out the duties that would ordinarily be carried
out by the Audit and Risk Committee under
the Audit and Risk Committee Charter
including the following processes to oversee
the entity’s risk management framework:
(i) The Board devotes time at least quarterly
at Board meetings to fulfilling the roles
responsibilities associated with
and
overseeing
the
risk and maintaining
entity’s risk management framework and
internal compliance and
associated
control procedures; and
review
(ii) The Board liaises with the Company’s
external auditors on a semi-annual basis
risk management
to
framework relating to financial reporting,
security of
the Company’s
significant business assets and finance
risk management practices.
tenure of
the
(a) The Audit and Risk Committee Charter
requires that the Audit and Risk Committee
(or, in its absence, the Board) should, at least
annually, satisfy itself that the Company’s risk
to be
management
sound.
framework continues
(b) The Company’s Board has completed a
review of the Company’s risk management
framework in the past financial year.
(a) The Audit and Risk Committee Charter
provides for the Audit and Risk Committee to
monitor the need for an internal audit function.
(b) The Company did not have an internal audit
function for the past financial year. The Board
devotes time at least quarterly at Board
meetings
and
responsibilities associated with overseeing
risk and maintaining
risk
management
framework and associated
internal compliance and control procedures.
the entity’s
fulfilling
roles
the
to
The Audit and Risk Committee Charter requires
the Audit and Risk Committee (or, in its absence,
the Board)
to assist management determine
whether the Company has any material exposure
to
social
sustainability risks and, if it does, how it manages
or intends to manage those risks.
environmental
economic,
and
Recommendation 7.2
The Board or a committee of the Board should:
YES
(a) review
the entity’s
risk management
least
framework with management at
annually to satisfy itself that it continues to
be sound; and
(b) disclose in relation to each reporting period,
whether such a review has taken place.
Recommendation 7.3
A listed entity should disclose:
YES
(a) if it has an internal audit function, how the
function is structured and what role it
performs; or
(b) if it does not have an internal audit function,
that fact and the processes it employs for
evaluating and continually improving the
effectiveness of its risk management and
internal control processes.
Recommendation 7.4
A listed entity should disclose whether it has
any material
economic,
exposure
environmental and social sustainability risks
and, if it does, how it manages or intends to
manage those risks.
to
YES
19
CORPORATE GOVERNANCE STATEMENT - Continued
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
The Company’s Corporate Governance Plan
requires the Company to disclose whether it has
any material exposure to economic, environmental
and social sustainability risks and, if it does, how it
manages or intends to manage those risks. The
Company discloses this information on its website.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The Board of a listed entity should:
YES
(a) have a remuneration committee which:
(i) has at least three members, a majority
of whom are independent Directors;
and
(ii)
is chaired by an independent Director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period,
the number of times the committee met
throughout
the
individual attendances of the members
at those meetings; or
the period and
(b) if
fact and
it does not have a
that
remuneration
committee, disclose
the
processes it employs for setting the level
and composition of
for
Directors and senior executives and
ensuring
is
appropriate and not excessive.
remuneration
remuneration
such
that
Recommendation 8.2
and
regarding
A listed entity should separately disclose its
policies
the
practices
remuneration of non-executive Directors and the
remuneration of executive Directors and other
senior executives and ensure that the different
roles and
responsibilities of non-executive
Directors compared to executive Directors and
other senior executives are reflected in the level
and composition of their remuneration.
for
(ii) The Company’s Corporate Governance Plan
contains a Remuneration Committee Charter
that provides
creation of a
Remuneration Committee (if it is considered it
will benefit the Company), with at least three
members, a majority of whom must be
independent Directors, and which must be
chaired by an independent Director.
the
(iii) The Company did not have a Remuneration
Committee for the past financial year as the
Board did not consider the Company would
benefit from its establishment, and does not
currently have one. In accordance with the
Company’s Board Charter, the Board carries
out the duties that would ordinarily be carried
out by the Remuneration Committee under the
Remuneration Committee Charter including
the following processes to set the level and
composition of remuneration for Directors and
senior executives and ensuring that such
remuneration
not
excessive:
appropriate
and
is
(i)
(ii)
the Board devotes time at the annual
Board meeting to assess the level and
composition of remuneration for Directors
and senior executives; and
the Board keeps abreast of changing
market conditions to identify if there are
material changes
the marketplace
in
requiring more immediate attention to the
level and composition of remuneration for
Directors and senior executives.
YES
The Company’s Corporate Governance Plan
requires the Board to disclose its policies and
practices regarding the remuneration of Directors
and senior executives, which is disclosed in the
Remuneration Report contained in the Company’s
Annual Report as well as being disclosed on the
Company’s website.
Recommendation 8.3
listed entity which has an equity-based
A
remuneration scheme should:
YES
(a) have a policy on whether participants are
permitted
transactions
(whether through the use of derivatives or
otherwise) which limit the economic risk of
participating in the scheme; and
to enter
into
(b) disclose that policy or a summary of it.
20
(a) The Company did not have an equity based
remuneration scheme during the past financial
year. The Company did not have a policy on
whether participants are permitted to enter
into transactions (whether through the use of
derivatives or otherwise) which
the
economic risk of participating in the scheme.
limit
(b) As the Company did not have an equity based
remuneration scheme during the past financial
year there is no policy or summary of policy to
disclose.
CORPORATE GOVERNANCE STATEMENT - Continued
Diversity policy
In accordance with this policy, the Board provides the following information pertaining to the proportion of women
employees across the organisation for the past financial year:
ACTUAL
NUMBER PERCENTAGE
Number of women employees in the whole organisation
Number of women in senior executive positions
Number of women on the board
0
0
0
0%
0%
0%
Senior executive positions (other than Board positions) are defined as those where a person has the responsibility for
planning, directing and controlling the activities of the Company, directly or indirectly.
Board Skills Matrix
The Board is comprised of highly experienced senior business personnel from a variety of professional and enterprise
backgrounds. They each meet the fundamental requirements and, collectively, possess the skills, experience and
diversity considered necessary to appropriately govern an ASX listed exploration company.
The key skills of the 4 current members of the Board is set out below.
Skills
No. of Directors
Accounting and financial reporting
Business development and strategy
Capital raising
Environmental and sustainability compliance
Exploration Permit regulatory regime
Exploration Technical acumen
Financial acumen
Financial markets
Investor relations
Legal and securities regulatory compliance
Listed company board experience
Risk management
Senior management role
Shareholder management
3
4
2
2
2
3
3
4
3
2
3
4
3
21
AUDITOR’S INDEPENDENCE DECLARATION
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Walkabout Resources Limited for the year ended 30
June 2016, I declare that to the best of my knowledge and belief, there have been no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
28 September 2016
D I Buckley
Partner
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533.
Email: hlb@hlbwa.com.au. Website: http://www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of
International, a worldwide organisation of accounting firms and business advisers.
22
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2016
Note
Consolidated
Revenue from continuing operations
Depreciation and amortisation expense
Occupancy costs
Legal and compliance fees
Administration expenses
Consulting fees
Professional fees
Other expenses
Exploration costs written off
Foreign exchange loss
Loss before income tax
Income tax expense
Net loss from continuing operations
2
2
2
2
3
2016
$
2015
$
3,849
4,253
(12,509)
(84,874)
(79,072)
(321,444)
(6,686)
(141,357)
(54,681)
(26,241)
(113,913)
(72,679)
(164,997)
(61,393)
(67,089)
(73,762)
(1,409,455)
(2,517,083)
(93)
(2,212)
(2,106,322)
(3,095,116)
-
-
(2,106,322)
(3,095,116)
Loss for the year
(2,106,322)
(3,095,116)
Other comprehensive income
Exchange differences on translation of foreign operations
(312,304)
282,465
Other comprehensive income/ (loss) for the year, net
of tax
(312,304)
282,465
Total comprehensive loss for the year
(2,418,626)
(2,812,651)
Earnings Per Share
Basic and diluted loss per share (cents per share)
5
(0.14)
(0.38)
The accompanying notes form part of these financial statements.
23
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
Plant and equipment
Deferred exploration expenditure
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Provisions
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
Consolidated
2016
$
2015
$
6
7
7
8
9
10
11
12
1,221,675
79,698
1,301,373
5,000
15,069
229,879
18,036
247,915
5,000
27,578
9,726,473
10,120,095
9,746,542
10,152,673
11,047,915
10,400,588
201,632
44,272
245,904
245,904
435,942
26,353
462,295
462,295
10,802,011
9,938,293
50,810,046
47,527,702
(257,876)
54,428
(39,750,159)
(37,643,837)
10,802,011
9,938,293
The accompanying notes form part of these financial statements.
24
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR YEAR ENDED 30 JUNE 2016
Consolidated
Share Capital
Accumulated
Losses
Foreign Currency
Translation
Reserve
Total
$
$
$
$
Balance as at 1 July 2015
47,527,702
(37,643,837)
54,428
9,938,293
Net loss for the year
Exchange differences arising on
translation of foreign operations
Total comprehensive loss for the
year
Shares issued during the year
Transaction costs
-
-
-
(2,106,322)
-
(2,106,322)
-
(312,304)
(312,304)
(2,106,322)
(312,304)
(2,418,626)
3,417,573
(135,229)
-
-
3,417,574
(135,230)
Balance as at 30 June 2016
50,810,046
(39,750,159)
(257,876)
10,802,011
Balance as at 1 July 2014
47,052,059
(34,548,721)
(228,037)
12,275,301
Net loss for the year
Exchange differences arising on
translation of foreign operations
Total comprehensive loss for the
year
Shares issued during the year
Transaction costs
-
-
-
(3,095,116)
-
(3,095,116)
-
(3,095,116)
282,465
282,465
282,465
(2,812,651)
511,534
(35,891)
-
-
-
511,534
(35,891)
Balance as at 30 June 2015
47,527,702
(37,643,837)
54,428
9,938,293
The accompanying notes form part of these financial statements.
25
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Interest received
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Exploration and evaluation expenditure
Refund of security bonds
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Payments relating to capital raising
Net cash provided by financing activities
Net increase / (decrease) in cash held
Cash at beginning of financial year
Effect of foreign currency on cash balances
Cash at end of financial year
Note
Consolidated
2016
$
2015
$
(787,425)
(141,837)
3,849
4,253
14
(783,576)
(137,584)
(1,429,966)
-
(1,429,966)
3,333,849
(128,511)
3,205,338
991,796
229,879
-
(408,332)
30,742
(377,590)
360,388
(35,891)
324,497
(190,677)
420,556
-
1,221,675
229,879
6
6
The accompanying notes form part of these financial statements.
26
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Basis of Preparation
These financial statements are general purpose financial statements, which have been prepared in accordance with
the requirements of the Corporations Act 2001, Accounting Standards and Interpretations and comply with other
requirements of the law.
The accounting policies detailed below have been consistently applied to all of the years presented unless
otherwise stated. The financial statements are for the consolidated entity consisting of Walkabout Resources Ltd
and its subsidiaries. For the purposes of preparing the consolidated financial statements, the Group is a for-profit
entity.
The financial statements have been prepared on a historical cost basis. Cost is based on the fair values of the
consideration given in exchange for assets.
The financial statements are presented in Australian dollars.
The Company is a listed public company, incorporated in Australia and operating in Australia, Botswana, Tanzania,
Malawi and Namibia. The entity’s principal activities are mineral exploration.
(b)
Adoption of new and revised standards
Standards and interpretations adopted with no effect on the financial statements
In the year ended 30 June 2016, the Directors have reviewed all of the new and revised Standards and
Interpretations issued by the AASB that are relevant to Walkabout Resources Ltd’s operations and effective for the
current annual reporting period. It has been determined by the Directors’ that there is no impact, material or
otherwise of the new and revised standards and interpretation on the Group’s business and, therefore, no change is
necessary to Group accounting policies.
Standards and interpretations affecting the reported results or financial position
There are no new and revised Standards and Interpretations adopted in these financial statements affecting the
reported results or financial position.
Standards and Interpretations in issue not yet adopted
The Directors also reviewed all new Standards and Interpretations that have been issued but are not yet effective
for the year ended 30 June 2016. As a result of this review the Directors have determined that there is no impact,
material or otherwise, of the new and revised Standards and Interpretations on Walkabout Resources Ltd’s
business and, therefore, no change necessary to Group accounting policies.
(c)
(d)
Statement of Compliance
The financial report was authorised for issue on 28 September 2016.
The financial report complies with Australian Accounting Standards, which include Australian equivalents to
International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report,
comprising the financial statements and notes thereto, complies with International Financial Reporting Standards
(IFRS).
Basis of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Walkabout
Resources Ltd (‘the Company or parent entity’) as at 30 June 2016 and the results of all subsidiaries for the year
then ended. Walkabout Resources Ltd and its subsidiaries are referred to in this financial report as the Group or the
consolidated entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent entity, using
consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and
expenses and profit and losses resulting from intra-group transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be
consolidated from the date on which control is transferred out of the Group. Control exists where the company has
the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The
existence and effect of potential voting rights that are currently exercisable or convertible are considered when
assessing when the Group controls another entity.
27
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES - continued
(d)
(e)
Basis of Consolidation - continued
Business combinations have been accounted for using the acquisition method of accounting.
Unrealised gains or transactions between the Group and its associates are eliminated to the extent of the Group’s
interests in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Accounting policies of associates have been changed where necessary to
ensure consistency with the policies adopted by the Group.
Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group
and are presented separately in the statement of comprehensive income and within equity in the consolidated
statement of financial position. Losses are attributed to the non-controlling interests even if that results in a deficit
balance.
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with
equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts
of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference
between the amount of the adjustment to non-controlling interests and any consideration paid or received is
recognised within equity attributable to owners of Walkabout Resources Limited.
When the Group ceases to have control, joint control or significant influence, any retained interest in the entity is
remeasured to its fair value with the change in carrying amount recognised in profit or loss. The fair value is the
initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint
controlled entity or financial asset. In addition, any amounts previously recognised in other comprehensive income
in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities.
This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
Critical accounting judgements and key sources of estimation uncertainty
The application of accounting policies requires the use of judgements, estimates and assumptions about carrying
values of assets and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant. Actual results
may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the
period in which the estimate is revised if it affects only that period or in the period of the revision and future periods if
the revision affects both current and future periods.
Exploration Impairment:
The recoverability of the carrying amount of deferred exploration expenditure carried forward has been reviewed by
the directors. In conducting the review, the recoverable amount has been assessed by reference to the higher of
“fair value less costs to sell” and “value in use”. In determining value in use, future cash flows are based on:
• Estimates of ore reserves and mineral resources for which there is a high degree of confidence of
economic extraction;
• Estimated production and sales levels;
• Estimate future commodity prices;
• Future costs of production
• Future capital expenditure; and /or
• Future exchange rates.
Variations to expected future cash flows, and timing thereof, could result in significant changes to the impairment
test results, which in turn could impact future financial results.
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 external valuer using a
Black and Scholes model, using the assumptions detailed in Note 19.
28
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES - continued
(f)
(g)
(h)
Going Concern
The Group is involved in the exploration and evaluation of mineral tenements. Further expenditure will be required
upon these tenements to ascertain whether they contain economically recoverable reserves.
For the year ended 30 June 2016, the Group recorded a net loss of $2,106,322 (2015: $3,095,116) and a net cash
inflow of $991,796 (2015: outflow $190,677). At 30 June 2016, the Group had cash available of $1,221,675 and
exploration commitments of $1,966,223. Some of the exploration commitments may be deferred beyond twelve
months. In order to fully implement its exploration strategy, the Group will require additional funds.
Notwithstanding the above, the financial report has been prepared on the basis of accounting principles applicable
to a going concern, which assumes the commercial realisation of the future potential of the Company’s and Group’s
assets and the discharge of their liabilities in the normal course of business. The Board considers that the Company
is a going concern and recognises that additional funding will be required to ensure that the Company can continue
to progress their exploration and evaluation assets in the near future. During the year, the Group successfully raised
$3,282,344, after costs. The Board is of the opinion that the calibre of the Lindi Jumbo Graphite Project will support
future fund raising offers
Having carefully assessed the uncertainties relating to the likelihood of securing additional funding, the Group’s
ability to effectively manage their expenditures and cash flows from operations and the opportunity to farm out
participating interests in existing tenements, the Directors believe that the Group will continue to operate as a going
concern for the foreseeable future. Therefore the Directors consider it appropriate to prepare the financial report on
a going concern basis.
Should additional funding be unable to be obtained, the Directors are confident that the Company can remain a
going concern by the further reduction of various operating expenditure or deferral of exploration. However, these
circumstances indicate the existence of a material uncertainty which may cast doubt on the Company’s ability to
continue as a going concern and, therefore, realise its assets and extinguish its liabilities in the ordinary course of
business and at the amounts stated in the financial report.
Segment Reporting
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 of Walkabout Resources Ltd.
Foreign Currency Translation
Both the functional and presentation currency of Walkabout Resources Ltd and its Australian subsidiaries is
Australian dollars. Each entity in the Group determines its own functional currency and items included in the
financial statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at the balance date.
All exchange differences in the consolidated financial report are taken to the statement of comprehensive income.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate as at the date of the initial transaction.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the
date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are
reported as part of the fair value gain or loss.
The functional currency of the foreign operations in Botswana, Tanzania, Malawi and Namibia is Pula, Schillings,
Kwacha and Namibian Dollars respectively.
As at the balance date the assets and liabilities of these subsidiaries are translated into the presentation currency of
Walkabout Resources Ltd at the rate of exchange ruling at the balance date and their statements of comprehensive
income are translated at the weighted average exchange rate for the year.
The exchange differences arising on the translation are taken directly to a separate component of equity, being
recognised in the foreign currency translation reserve.
On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular
foreign operation is recognised in profit or loss
(i)
Revenue Recognition
Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the
financial asset.
29
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES - continued
(j)
(k)
Leases
Operating lease payments are recognised as an expense on a straight line basis over the lease term, except where
another systematic basis is more representative of the time pattern in which economic benefits from the leased
asset are consumed.
Income Tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on
the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities
attributable to temporary difference and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end
of the reporting period in the countries where the company’s subsidiaries and associates operate and generate
taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of
amounts expected to be paid to the tax authorities.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted by the balance date.
Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
• when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; or
• when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in
joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that
the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax
assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised,
except:
• when the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; or
• when the deductible temporary difference is associated with investments in subsidiaries, associates or interests
in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the
temporary difference will reverse in the foreseeable future and taxable profit will be available against which the
temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that
it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax
asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent
that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and
the same taxation authority.
30
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES - continued
(l)
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST and VAT except:
• when the GST and VAT incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST and VAT is recognised as part of the cost of acquisition of the asset or as part
of the expense item as applicable; and
•
receivables and payables, which are stated with the amount of GST and VAT included.
(m)
(n)
(o)
The net amount of GST and VAT recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST and VAT component of cash
flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority,
are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST and VAT recoverable from, or payable to,
the taxation authority.
Impairment of assets
The Group assesses at each balance date whether there is an indication that an asset may be impaired. If any such
indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the
asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its
value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated
to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to
which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount,
the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Impairment losses relating to continuing operations are recognised in those expense categories consistent with the
function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is
treated as a revaluation decrease).
An assessment is also made at each balance date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is
estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates
used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case
the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the
carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for
the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount,
in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is
adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic
basis over its remaining useful life.
Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents
as defined above, net of outstanding bank overdrafts.
Trade and other receivables
Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised
cost using the effective interest rate method, less any allowance for impairment.
Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written
off by reducing the carrying amount directly. An allowance account is used when there is objective evidence that
the Group will not be able to collect all amounts due according to the original contractual terms. Factors considered
by the Group in making this determination include known significant financial difficulties of the debtor, review of
financial information and significant delinquency in making contractual payments to the Group. The impairment
allowance is set equal to the difference between the carrying amount of the receivable and the present value of
estimated future cash flows, discounted at the original effective interest rate. Where receivables are short-term
discounting is not applied in determining the allowance.
31
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES - continued
(n)
(p)
Trade and other receivables - continued
The amount of the impairment loss is recognised in the Statement of Comprehensive Income within other expenses.
When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a
subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously
written off are credited against other expenses in the statement of comprehensive income.
Financial assets
Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as
either financial assets at fair value through statement of comprehensive income, loans and receivables, held-to-
maturity investments, or available-for-sale investments, as appropriate. When financial assets are recognised
initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss,
directly attributable transaction costs. The Group determines the classification of its financial assets after initial
recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end. All regular
way purchases and sales of financial assets are recognised on the trade date i.e. the date that the Group commits
to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets under contracts
that require delivery of the assets within the period established generally by regulation or convention in the
marketplace.
(i) Financial assets at fair value through profit or loss
Financial assets classified as held for trading are included in the category ‘financial assets at fair value through
profit or loss’. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the
near term. Derivatives are also classified as held for trading unless they are designated as effective hedging
instruments. Gains or losses on investments held for trading are recognised in profit or loss.
(ii) Held-to-maturity investments
Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-to-
maturity when the Group has the positive intention and ability to hold to maturity. Investments intended to be held
for an undefined period are not included in this classification. Investments that are intended to be held-to-maturity,
such as bonds, are subsequently measured at amortised cost. This cost is computed as the amount initially
recognised minus principal repayments, plus or minus the cumulative amortisation using the effective interest
method of any difference between the initially recognised amount and the maturity amount. This calculation includes
all fees and points paid or received between parties to the contract that are an integral part of the effective interest
rate, transaction costs and all other premiums and discounts. For investments carried at amortised cost, gains and
losses are recognised in profit or loss when the investments are derecognised or impaired, as well as through the
amortisation process.
(iii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted
in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses
are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the
amortisation process.
(iv) Available-for-sale investments
Available-for-sale investments are those non-derivative financial assets that are designated as available-for-sale or
are not classified as any of the three preceding categories. After initial recognition available-for sale investments are
measured at fair value with gains or losses being recognised as a separate component of equity until the investment
is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss
previously reported in equity is recognised in profit or loss.
The fair value of investments that are actively traded in organised financial markets is determined by reference to
quoted market bid prices at the close of business on the balance date. For investments with no active market, fair
value is determined using valuation techniques. Such techniques include using recent arm’s length market
transactions, reference to the current market value of another instrument that is substantially the same, discounted
cash flow analysis and option pricing models.
32
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES – continued
(q)
(r)
Derecognition of financial assets and financial liabilities
(i) Financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
derecognised when:
•
•
the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in
full without material delay to a third party under a ‘pass-through’ arrangement; or
the rights to receive cash flows from the asset have expired;
•
the Group has transferred its rights to receive cash flows from the asset and either:
has transferred substantially all the risks and rewards of the asset, or
has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
(a)
(b)
When the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor
retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is
recognised to the extent of the Group’s continuing involvement in the asset. Continuing involvement that takes the
form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset
and the maximum amount of consideration received that the Group could be required to repay.
When continuing involvement takes the form of a written and/or purchased option (including a cash-settled option or
similar provision) on the transferred asset, the extent of the Group’s continuing involvement is the amount of the
transferred asset that the Group may repurchase, except that in the case of a written put option (including a cash-
settled option or similar provision) on an asset measured at fair value, the extent of the Group’s continuing
involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.
(ii) Financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de
recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying
amounts is recognised in profit or loss.
Impairment of financial assets
The Group assesses at each balance date whether a financial asset or group of financial assets is impaired.
(i) Financial assets carried at amortised cost
If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been
incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present
value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the
financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). The
carrying amount of the asset is reduced either directly or through use of an allowance account. The amount of the
loss is recognised in profit or loss.
The Group first assesses whether objective evidence of impairment exists individually for financial assets that are
individually significant, and individually or collectively for financial assets that are not individually significant. If it is
determined that no objective evidence of impairment exists for an individually assessed financial asset, whether
significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that
group of financial assets is collectively assessed for impairment. Assets that are individually assessed for
impairment and for which an impairment loss is or continues to be recognised are not included in a collective
assessment of impairment.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is
reversed. Any subsequent reversal of an impairment loss is recognised in profit or loss, to the extent that the
carrying value of the asset does not exceed its amortised cost at the reversal date.
(ii) Financial assets carried at cost
If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is
not carried at fair value (because its fair value cannot be reliably measured), or on a derivative asset that is linked to
and must be settled by delivery of such an unquoted equity instrument, the amount of the loss is measured as the
difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at
the current market rate of return for a similar financial asset.
33
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES – continued
(q)
Impairment of financial assets – continued
(iii) Available-for-sale investments
If there is objective evidence that an available-for-sale investment is impaired, an amount comprising the difference
between its cost (net of any principal repayment and amortisation) and its current fair value, less any impairment
loss previously recognised in profit or loss, is transferred from equity to the statement of comprehensive income.
Reversals of impairment losses for equity instruments classified as available-for-sale are not recognised in profit.
Reversals of impairment losses for debt instruments are reversed through profit or loss if the increase in an
instrument's fair value can be objectively related to an event occurring after the impairment loss was recognised in
profit or loss.
(s)
Plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated on a diminishing value basis over the estimated useful life of the assets at the following
rates:
Plant and equipment – 20%
Computer equipment – 30%
Motor Vehicles – 33.3%
Furniture and Fittings – 22.2%
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at
each financial year end.
(i) Impairment
The carrying values of plant and equipment are reviewed for impairment at each balance date, with recoverable
amount being estimated when events or changes in circumstances indicate that the carrying value may be
impaired.
The recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset.
For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the
cash-generating unit to which the asset belongs, unless the asset's value in use can be estimated to be close to its
fair value.
Impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable
amount. The asset or cash-generating unit is then written down to its recoverable amount.
For plant and equipment, impairment losses are recognised in the statement of comprehensive income in the cost
of sales line item.
(ii) Derecognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic
benefits are expected from its use or disposal.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.
Trade and other payables
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services
provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes
obliged to make future payments in respect of the purchase of these goods and services. Trade and other payables
are presented as current liabilities unless payment is not due within 12 months.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for
future operating losses.
(t)
(u)
34
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES – continued
(t)
Provisions - continued
When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as separate assets but only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the statement of comprehensive income net of any reimbursement.
Provisions are measured at the present value or management’s best estimate of the expenditure required to settle
the present obligation at the end of the reporting period.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects the risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing
cost.
(v)
Employee leave benefits
(i) Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave
expected to be settled within 12 months of the balance date are recognised in other payables in respect of
employees’ services up to the balance date, they are measured at the amounts expected to be paid when the
liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and are
measured at the rates paid or payable.
(ii) Long service leave
The liability for long service leave 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 balance
date. Consideration is given to expect future wage and salary levels, experience of employee departures, and
period of service. Expected future payments are discounted using market yields at the balance date on national
government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future
cash outflows.
(w)
Share-based payment transactions
Equity settled transactions:
The Group provides benefits to employees (including senior executives) of the Group in the form of share-based
payments, whereby employees render services in exchange for shares or rights over shares (equity-settled
transactions).
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the
equity instruments at the date at which they are granted.
The fair value is determined by using a Black-Scholes model, further details of which are given in Note 19.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions
linked to the price of the shares of Walkabout Resources Ltd (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the
period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant
employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each balance date until vesting date reflects
(i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number of equity
instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions
being met as the effect of these conditions is included in the determination of fair value at grant date. The statement
of comprehensive income charge or credit for a period represents the movement in cumulative expense recognised
as at the beginning and end of that period. The dilutive effect, if any, of outstanding options is reflected as
additional share dilution in the computation of earnings per share (see Note 5).
(x)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the
issue of new shares or options for the acquisition of a new business are not included in the cost of acquisition as
part of the purchase consideration.
35
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES – continued
(y)
Earnings per share
Basic earnings per share is calculated as net profit or loss attributable to members of the parent, adjusted to
exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the
weighted average number of ordinary shares, adjusted for any bonus element.
Diluted earnings per share are calculated as net profit or loss attributable to members of the parent, adjusted for:
•
•
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been
recognised as expenses; and
costs of servicing equity (other than dividends) and preference share dividends;
•
other non-discretionary changes in revenues or expenses during the period that would result from the dilution
of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential
ordinary shares, adjusted for any bonus element.
(z)
Exploration and evaluation
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an
exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:
(i) the rights to tenure of the area of interest are current; and
(ii) at least one of the following conditions is also met:
(a) the exploration and evaluation expenditures are expected to be recouped through successful development
and exploration of the area of interest, or alternatively, by its sale; or
(b) exploration and evaluation activities in the area of interest have not at the balance date reached a stage
which permits a reasonable assessment of the existence or otherwise of economically recoverable
reserves, and active and significant operations in, or in relation to, the area of interest are continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies,
exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and
amortised of assets used in exploration and evaluation activities. General and administrative costs are only included
in the measurement of exploration and evaluation costs where they are related directly to operational activities in a
particular area of interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the
carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable
amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being
no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any).
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised
estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognised for the asset in
previous years.
Where a decision has been made to proceed with development in respect of a particular area of interest, the
relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to
development.
(aa)
Parent entity financial information
The financial information for the parent entity, Walkabout Resources Ltd, disclosed in note 16 has been prepared
on the same basis as the consolidated financial statements, except as set out below.
(i) Investments in subsidiaries, associates and joint venture entities
Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial
statements of Walkabout Resources Limited. Dividends received from associates are recognised in the parent
entity’s profit or loss, rather than being deducted from the carrying amount of these investments.
(ii) Share-based payments
The grant by the company of options over its equity instruments to the employees of subsidiary undertakings in the
group is treated as a capital contribution to that subsidiary undertaking. The fair value of employee services
received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase
to investment in subsidiary undertakings, with a corresponding credit to equity.
36
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 2: REVENUE AND EXPENSES
Consolidated
2016
$
2015
$
3,849
3,849
93
12,509
4,253
4,253
2,212
26,241
1,409,455
2,517,083
(2,106,322)
(631,897)
410,586
712
637,058
(29,802)
(386,657)
(3,095,116)
(928,535)
73,381
(23,442)
218,334
-
660,262
-
-
4,835,805
4,198,747
22,497
5,875
28,877
23,421
(1,355,320)
3,561,155
(29,802)
(29,802)
22,497
7,345
23,079
67,425
(452,406)
3,866,687
-
-
Interest received
Total Revenue
Expenses
Foreign exchange losses
Depreciation
Exploration costs written off
NOTE 3: INCOME TAX EXPENSE
a. The components of income tax expense comprise:
The prima facie income tax expense on pre-tax accounting profit from
operations reconciles to the income tax expense in the financial
statements as follows:
Accounting profit before tax from continuing operations
Income tax expense / (benefit) calculated at 30%
Non-deductible expenses
Difference in tax rate of subsidiaries operating in other jurisdictions
Unused tax losses not recognised as deferred tax Assets
Share issue costs directly in equity
Other deferred tax assets and tax liabilities not recognised
Income tax expense reported in the consolidated statement of
comprehensive income
b. Unrecognised deferred tax balances
The following deferred tax assets and (liabilities) have not been brought
to account:
Deferred tax assets / (liabilities) compromise:
Losses available for offset against future taxable income – revenue
Losses available for offset against future taxable income – capital
•
•
• Depreciation timing differences
• Share issue expenses
• Accrued expenses and liabilities
• Exploration expenditure capitalised
c. Income tax benefit not recognised direct in equity
• Share issue costs
37
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE: 4: AUDITORS REMUNERATION
Remuneration of the auditor for:
Auditing or reviewing the financial report – HLB Mann Judd
Taxation compliance services – HLB Mann Judd
NOTE 5: EARNINGS PER SHARE
Reconciliation of earnings to profit or loss
Loss used to calculate basic and dilutive EPS
Weighted average number of ordinary shares outstanding
during the year used in calculating basic EPS
Consolidated
2016
$
2015
$
37,750
14,250
52,000
40,000
5,950
45,950
(2,106,322)
(3,095,116)
No.
No.
1,432,067,517
818,679,037
Loss per share
During the year ended 30 June 2016 there were no potentially dilutive equity instruments on issue (2015: nil).
(0.14) cents (0.38) cents
NOTE 6: CASH AND CASH EQUIVALENTS
Cash at bank and in hand
1,221,675
229,879
Cash at bank earns interest at floating rates based on daily bank deposit rates
NOTE: 7: TRADE AND OTHER RECEIVABLES
CURRENT
Other debtors
NON-CURRENT
Security bonds
NOTE 8: PLANT AND EQUIPMENT
PLANT AND EQUIPMENT
At cost
Accumulated depreciation
TOTAL PLANT AND EQUIPMENT
79,698
18,036
5,000
5,000
Consolidated
2016
$
2015
$
104,189
(89,120)
15,069
104,189
(76,611)
27,578
38
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 8: PLANT AND EQUIPMENT – continued
a. Movements in Carrying Amounts
Movement in the carrying amounts for each class of plant and equipment between the beginning and the end of
the current financial year.
Balance at 30 June 2015
Disposals
Depreciation expense
Balance at 30 June 2016
NOTE 9: DEFERRED EXPLORATION EXPENDITURE
NON-CURRENT
Costs carried forward in respect of:
Exploration and evaluation phase – at cost
Balance at beginning of year
Purchase of tenements
Expenditure incurred
Foreign currency translation effect
Expenditure written off (i)
Carrying amount at end of year
Consolidated
2016
$
2015
$
27,578
-
(12,509)
15,069
53,819
-
(26,241)
27,578
Consolidated
2016
$
2015
$
10,120,095
11,963,148
45,049
1,229,269
(258,485)
39,304
378,495
256,231
(1,409,455)
(2,517,083)
9,726,473
10,120,095
(i)
During the financial year, exploration and evaluation expenditure totalling $1,409,455 (2015: $2,517,083) was
written off as a result of tenement relinquishments and the Directors’ assessment of the value of some of the
Groups’ projects.
Ultimate recovery of exploration and evaluation expenditure carried forward is dependent upon the recoupment of costs
through successful development and commercial exploitation, or alternatively, by sale of the respective areas.
NOTE 10: TRADE AND OTHER PAYABLES
CURRENT
Trade payables
Sundry payables and accrued expenses
Consolidated
2016
$
2015
$
150,713
50,919
201,632
152,841
283,101
435,942
Trade payables are non-interest bearing and are normally settled on 30 day terms.
39
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 11: SHARE CAPITAL
a) Ordinary Shares
(i) Issued and paid-up capital 1,981,229,810
(2015: 1,049,386,462) fully paid ordinary shares
50,810,046
47,527,702
Consolidated
2016
$
2015
$
2016
$
No. of
Shares
2015
$
No. of
Shares
(ii) Movements in share capital
Opening balance
1,049,386,462
47,527,702
798,978,489
47,052,059
Issued for cash - placements
325,900,000
1,508,000
119,845,000
Issued for cash – entitlement issue
328,848,666
986,546
130,562,973
Issued for cash – share purchase plan
265,407,144
849,302
-
119,845
391,689
-
Issued in lieu of cash
11,687,538
73,725
Less costs of issues
Closing balance
1,981,229,810
50,945,275 1,049,386,462
47,563,593
-
(135,229)
-
(35,891)
1,981,229,810
50,810,046 1,049,386,462
47,527,702
(iii) Holders of ordinary shares have the right to receive dividends as declared and in the event of winding up the company,
to participate in the proceeds from the sale of all surplus assets in proportion to the number of shares held and the
amount paid up.
At shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each holder in
person or by proxy has one vote on a show of hands.
Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
b) Options over Ordinary Shares
The Company has no options over ordinary shares on issue at 30 June 2016 (2015: nil).
c) Capital Management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while
maximising the return to stakeholders through the optimisation of the debt and equity balance.
The Group’s overall strategy remains unchanged from 2015.
The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the
parent, comprising issued capital, reserves and retained earnings.
None of the Group’s entities are subject to externally imposed capital requirements.
Operating cash flows are used to maintain and expand operations, as well as to make routine expenditures such as tax,
dividends and general administrative outgoings.
Gearing levels are reviewed by the Board on a regular basis in line with its target gearing ratio, the cost of capital and the
risks associated with each class of capital.
40
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 12: RESERVES
Consolidated
2016
$
2015
$
Opening Balance 1 July
54,428
(228,037)
Translation of foreign operations
Closing Balance 30 June
(312,304)
(257,876)
(282,465)
54,428
Foreign Currency Translation Reserve
The foreign currency translation reserve records exchange differences arising on translation of foreign subsidiary accounts.
Opening Balance 1 July
Translation of foreign operations
Closing Balance 30 June
54,428
(312,304)
(257,876)
(228,037)
282,465
54,428
41
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 13: SEGMENT REPORTING
Walkabout Resources Ltd operates predominantly in one industry and four geographical segments being the mining and
exploration industry in Australia, Botswana and Tanzania, with Namibia as an emerging segment.
Segment Information
Identification of reportable segments
The Company has identified its operating segments based on the internal reports that are reviewed and used by the board of
directors in assessing performance and determining the allocation of resources.
The Company is managed primarily on the basis of its graphite project in Tanzania, its coal exploration in Botswana, other
developing prospects in Tanzania and Namibia and its corporate activities. Operating segments are therefore determined on
the same basis.
Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have
similar economic characteristics.
Types of reportable segments
Graphite
Segment assets, including acquisition cost of exploration licences and all expenses related to the tenements in Tanzania are
reported in this segment.
Coal
Segment assets, including acquisition cost of exploration licences and all expenses related to the tenements in Botswana
and Tanzania are reported in this segment.
Lithium
Segment assets, including acquisition cost of exploration licences and all expenses related to the tenements in Tanzania
and Namibia are reported in this segment.
Copper
Segment assets, including acquisition cost of exploration licences and all expenses related to the tenements in Tanzania are
reported in this segment.
Corporate
Corporate, including treasury, corporate and regulatory expenses arising from operating an ASX listed entity. Segment
assets, including cash and cash equivalents, and investments in financial assets are reported in this segment.
Basis of accounting for purposes of reporting by operating segments
Accounting policies adopted
Unless stated otherwise, all amounts reported to the Board of Directors as the chief operating decision maker with respect
to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the
annual financial statements of the Company.
Segment assets
Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of
economic value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of their
nature and physical location.
Unless indicated otherwise in the segment assets note, deferred tax assets and intangible assets have not been allocated to
operating segments.
Segment liabilities
Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operations
of the segment. Borrowings and tax liabilities are generally considered to relate to the Company as a whole and are not
allocated. Segment liabilities include trade and other payables.
Unallocated items
The following items of revenue, expense, assets and liabilities are not allocated to operating segments as they are not
considered part of the core operations of any segment:
•
•
•
•
•
net gains on disposal of available-for-sale investments;
income tax expense;
deferred tax assets and liabilities;
intangible assets; and
discontinuing operations.
42
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 13: SEGMENT REPORTING – Continued
(i) Segment performance
Continuing Operations
Corporate
Coal
Gold
Graphite
Copper
Lithium
Total
30 June 2016
Segment revenue
$
3,849
$
$
$
$
-
$
-
$
3,849
-
-
-
-
Segment result
(679,097)
(1,378,049)
Included with segment
results:
•
•
Depreciation
(12,509)
Interest revenue
3,849
-
-
Segment assets
1,311,491
7,753,169
Segment liabilities
(228,781)
(3,676)
Cash flow Information
• Net cash flow from
operating activities
• Net cash flow from
investing activities
• Net cash flow from
financing activities
(765,806)
(11,568)
-
(13,077)
3,205,338
30 June 2015
Segment revenue
4,253
Segment result
(548,314)
(2,027,528)
Included with segment
results:
•
•
Depreciation
(26,241)
Interest revenue
4,253
-
-
Segment assets
2,221,194
7,950,350
Segment liabilities
(339,360)
(8,544)
(107,865)
489,555
Cash flow Information
• Net cash flow from
operating activities
• Net cash flow from
investing activities
• Net cash flow from
financing activities
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(5,972)
(35,265)
(7,939)
2,106,322
-
-
-
-
(12,509)
3,849
1,526,113
433,956
23,186
11,047,915
(13,447)
(5,972)
(1,364,131)
-
-
-
-
-
229,044
-
-
-
-
-
(519,274)
-
-
-
(393)
(113,998)
-
(245,904)
(230)
(783,576)
(52,758)
(1,429,966)
3,205,338
4,253
(3,095,116)
(26,241)
4,253
10,400,588
(462,295)
-
(519,274)
(137,584)
-
(342,399)
30,742
(65,933)
324,497
-
-
-
-
-
(377,590)
324,497
43
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 14: CASH FLOW INFORMATION
Reconciliation of net cash flow from operating activities with loss
after Income Tax
Loss after income tax
(2,106,322)
(3,095,116)
Cash flows excluded from loss attributable to operating activities
Consolidated
2016
$
2015
$
Non-cash flows in loss
- Exploration written off
- Depreciation
- Foreign exchange gain/(loss)
- Loss on sale of plant and equipment
- Remuneration paid in shares
Increase / (decrease) in trade and other receivables
Decrease / (increase) in trade payables and accruals
Net cash used in operating activities
1,409,455
12,509
-
-
73,725
(11,671)
(171,272)
(783,576)
2,517,083
26,241
2,212
-
151,146
16,341
244,509
(137,584)
NOTE 15: EVENTS AFTER THE BALANCE DATE
On 7 September 2016 the Company issued 20,000,000 fully paid shares at the price of $0.005 to consultants in lieu of fees
in accordance with shareholder authorisation at a general meeting dated 7 June 2016.
The Board are not aware of any matters or circumstances that have arisen since the end of the financial year which
significantly affected or could significantly affect the operations of the consolidated group, the results of those operations, or
the state of affairs of the consolidated group in future financial years.
NOTE 16: PARENT ENTITY DISCLOSURES
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Total liabilities
EQUITY
Issued capital
Option reserve
Accumulated losses
TOTAL EQUITY
Financial performance
2016
$
2015
$
1,233,302
9,779,006
11,012,308
210,297
210,297
233,957
10,043,696
10,277,653
339,360
339,360
50,810,046
47,527,702
-
-
(40,008,032)
(37,589,409)
10,802,011
9,938,293
Total comprehensive loss for the period
(2,418,623)
(2,812,651)
44
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 17: RELATED PARTY TRANSACTIONS
Amounts owing to related parties at year end:
Other Related Parties
Allan Mulligan
Thomas Murrell
Andrew Cunningham
Geoffrey Wallace
Consolidated
2016
$
2015
$
-
8,812
20,238
-
31,590
24,329
-
44,500
Transactions between related parties are on normal commercial terms which are no more favourable than those available to
other parties unless otherwise stated.
- Fees paid are for the provision of geological services to the Company.
The fees payable to Directors and options issued to Directors are disclosed in the Remuneration Report included in this
Financial Report. Key management personnel remuneration is disclosed in note 22. There are no other related party
transactions that have occurred throughout the year.
Controlled Entities Consolidated
Parent Entity:
Walkabout Resources Ltd
Subsidiaries of Walkabout Resources Ltd:
Reveal Resources Pty Ltd
Walkabout Resources Australia Pty Ltd
Walkabout Resources (Pty) Ltd
Wizard Investments(Pty) Ltd
Triprop Energy (Pty) Ltd
Walkabout Resources Pty Ltd
Walkabout Resources Pty Ltd
Lindi Jumbo Ltd
Lindi Mining Company Ltd
Alro Investments Forty Nine (Pty) Ltd
Country of
Incorporation
Australia
Percentage Owned (%)*
2016
2015
Australia
Australia
Botswana
Botswana
Botswana
Malawi
Tanzania
Tanzania
Tanzania
Namibia
100%
100%
100%
70%
40%1
100%
100%
100%
100%
100%
100%
100%
100%
70%
40%1
100%
100%
-
-
-
* Percentage of voting power is in proportion to ownership
1 The Group has consolidated Triprop Energy (Pty) Ltd as the Directors’ consider the Group controls this company through
the terms of the farm-in agreement.
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been
eliminated on consolidation and are therefore not disclosed in this note.
45
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 18: FINANCIAL INSTRUMENTS
a.
Financial Risk Management
The consolidated entity’s financial instruments consist of deposits with banks, accounts receivable and payable,
loans to a controlled entity and a cash advance to a third party.
i.
Treasury Risk Management
The Company’s funds are held with an Australian “four pillar” bank with the majority residing in a high
interest low transaction fee account.
The Company’s overall risk management strategy seeks to assist the consolidated group in meeting its
financial targets, whilst minimising potential adverse effects on financial performance.
Risk management policies are approved and reviewed by the Board on a regular basis. These include the
formulation of credit risk policies and future cash flow requirements.
Financial Risks
The main risks the group is exposed to through its financial instruments are interest rate risk, foreign
currency risk, liquidity risk and credit risk.
Foreign currency risk
The group is exposed to fluctuations in foreign currencies arising from the purchase of goods and services in
currencies other than the group’s measurement currency.
ii.
iii
b. Foreign Currency Risk Sensitivity
At 30 June 2016, there would have been an immaterial change in post-tax loss for the year as a result of a 7%
change in the value of the Australian Dollar to the Botswana Pula and an 2% change in the value of the Australian
Dollar to the Tanzanian Schilling. The effect on equity would be the same.
c. Liquidity risk
Ultimate responsibility for liquidity risk management rests with the board of directors, who have built an appropriate
liquidity risk management framework for the management of the Group’s short, medium and long-term funding and
liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking
facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching
the maturity profiles of financial assets and liabilities.
The following table details the Company’s and the Group’s expected maturity for its non-derivative financial
liabilities. These have been drawn up based on undiscounted contractual maturities of the financial assets including
interest that will be earned on those assets except where the Group anticipates that the cash flow will occur in a
different period.
Less than 1
month
1 – 3
Months
3 months
– 1 year
1 – 5
years
5+ years
$
$
$
Non-interest bearing
181,632
20,000
44,272
181,632
20,000
44,272
Less than 1
month
1 – 3
Months
3 months –
1 year
1 – 5
years
5+ years
$
$
$
Non-interest bearing
415,942
20,000
26,353
415,942
20,000
26,353
46
Consolidated
2016
Consolidated
2015
$
-
-
$
-
-
$
-
-
$
-
-
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 18: FINANCIAL INSTRUMENTS - continued
d.
Credit risk
The main exposure to credit risk as at 30 June 2016 relates to two separate advances made to the Company’s wholly
owned subsidiaries, Walkabout Resources Pty Ltd ($8,455,075) and Reveal Resources Pty Ltd ($448,105)
respectively. These separate advances have been made for the purpose of funding the day to day operations of the
subsidiaries and their exploration activities. The loans are unsecured. The risk associated with these advances is
exploration risk. These advances will not be repaid if the exploration does not provide an economic deposit. This risk
is mitigated by providing the best opportunity to make an economic discovery by utilising exploration professionals of
the highest standard and by obtaining the necessary funding.
e.
Interest Rate Risk
The consolidated entity’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 rates on classes
of financial assets and financial liabilities are detailed in the liquidity risk section of this note. At balance date, the
Group is not exposed to interest rate risk.
f.
Fair Value
The carrying amount of the Group’s financial assets and liabilities approximate their carrying amount at balance date.
NOTE 19: SHARE BASED PAYMENTS
There were no options outstanding at 30 June 2016.
NOTE 20: CONTINGENT LIABILITES
The Directors are not aware of any contingent liabilities as at the date of this report.
NOTE 21: CAPITAL AND LEASING COMMITMENTS
Consolidated
2016
$
2015
$
-
-
-
-
-
-
1,966,223
1,966,223
1,912,400
1,912,400
a.
Property Lease Commitments
Payable — minimum lease payments
-
-
not later than 12 months
between 12 months and 5 years
b.
Capital Expenditure Commitments
Minimum expenditure commitments for mining tenements:
-
not later than 12 months
NOTE 22: DIRECTORS AND EXECUTIVES DISCLOSURES
Details of Key Management Personnel
Directors
Allan Mulligan
Managing Director
Thomas Murrell
Non-Executive Director (appointed 1 May 2015)
Andrew Cunningham
Non-Executive Director (appointed 13 November 2015)
Geoffrey Wallace
Executive Director and Company Secretary (retired 13 November 2015)
Key management personnel remuneration has been included in the Remuneration Report section of the Directors’ Report.
47
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
NOTE 22: DIRECTORS AND EXECUTIVES DISCLOSURES - continued
The totals of remuneration paid to key management personnel of the Company and the Group during the year are as follows:
Short-term employment benefits
Post-employment benefits
Other long-term benefits
Share-based payments
Total KMP compensation
Consolidated
2016
$
2015
$
483,824
32,999
-
-
377,072
32,322
-
-
516,823
409,394
48
DIRECTORS’ DECLARATION
1.
In the opinion of the directors of Walkabout Resources Ltd (the ‘Company’):
a.
the accompanying financial statements and notes are in accordance with the Corporations Act 2001
including:
i.
ii.
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016
and of their performance for the year then ended; and
complying with Australian Accounting Standards, the Corporations Regulations 2001,
professional reporting requirements and other mandatory requirements.
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.
c. the financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
2.
This declaration has been made after receiving the declarations required to be made to the directors in
accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2015.
This declaration is signed in accordance with a resolution of the Board of Directors.
Allan Mulligan
Director
Dated this 28th day of September 2016
49
INDEPENDENT AUDITOR’S REPORT
To the members of Walkabout Resources Limited
Report on the Financial Report
We have audited the accompanying financial report of Walkabout Resources Limited (“the company”), which comprises the
consolidated statement of financial position as at 30 June 2016, the consolidated statement of comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes
comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of
the Group comprising the company and the entities it controlled at the year’s end or from time to time during the financial
year.
Directors’ responsibility for the financial report
The directors of the company are responsible for the preparation 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 Note 1(c), the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial
Statements, the consolidated financial statements comply with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance
with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to
audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report.
The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement
of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the Group’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
An audit also includes evaluating the appropriateness of accounting
company’s and its controlled entities’ internal control.
policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the financial report.
Our audit did not involve an analysis of the prudence of business decisions made by directors or management.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533.
Email: hlb@hlbwa.com.au. Website: http://www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of
International, a worldwide organisation of accounting firms and business advisers.
50
Auditor’s opinion
In our opinion:
(a)
the financial report of Walkabout Resources Limited 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 2016 and its performance for
the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b)
the financial report also complies with International Financial Reporting Standards as disclosed in Note
1(c).
Emphasis of Matter
Without modification to our opinion above, we draw attention to Note 1(f) to the financial statements, which
indicates that for the company to continue as a going concern, additional funding will be required. To the extent
that additional funding is not able to be obtained, there exists a material uncertainty which may cast significant
doubt over the company’s ability to continue as a going concern and to realise its debts and extinguish its
liabilities in the ordinary course of business and at the amounts stated in the financial report.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2016.
The directors of the company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor’s opinion
In our opinion, the Remuneration Report of Walkabout Resources Limited for the year ended 30 June 2016
complies with section 300A of the Corporations Act 2001.
HLB Mann Judd
Chartered Accountants
D I Buckley
Partner
Perth, Western Australia
28 September 2016
51
ADDITIONAL INFORMATION FOR ASX LISTED PUBLIC COMPANIES
The following additional information is provided as at 21 September 2016.
1.
Shareholding
a. Distribution of Shareholders
Category (size of holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Number
Number of Holders Number of Shares
62
123
127
547
1,291
2,150
29,837
383,855
1,117,854
29,561,967
1,970,136,297
2,001,229,810
b.
The number of shareholdings held in less than marketable parcels is 895
c.
The names of the substantial shareholders listed in the holding company’s register as at 21 September
2016 are:
Shareholder
Number
Ordinary
%
Marcolongo Nominees Pty Ltd
101,972,679
5.09
d. Voting Rights
The voting rights attached to each class of equity security are as follows:
Ordinary shares
-
Each ordinary share is entitled to one vote when a poll is called, otherwise each member
present at a meeting or by proxy has one vote on a show of hands.
52
ADDITIONAL INFORMATION FOR ASX LISTED PUBLIC COMPANIES
e.
20 Largest Shareholders — Ordinary Shares
Name
Number of Ordinary Fully
Paid Shares Held
% Held of Issued
Ordinary Capital
1.
Marcolongo Nominees Pty Ltd
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
2.
3.
4.
5.
Mr Allan Mulligan
Mr John Turner
Brywall Pty Ltd
Mr Mark Tkocz
Nown Pty Ltd
Spiceme Cap PL
Mr Geoffrey Wallace
Bara International Ltd
Indigo Buffalo Investment Pty Ltd
Fleubaix Pty Ltd
Mr Joze Covic
Trust Co Aust Ltd
Mr Adrian Banducci
Burgess and Grant
Marcolongo Nominees Pty Ltd
Ms Lisa Maree Banducci
Bellarine Gold PL
Mr Kenneth James McKenzie
Mr Roger Goes
86,072,679
78,005,857
60,165,000
48,798,188
40,400,000
37,206,531
30,000,000
25,000,000
20,000,000
20,000,000
20,000,000
18,543,500
17,500,000
16,750,000
16,000,000
15,900,000
13,686,500
13,000,000
12,952,500
12,500,000
4.30
3.90
3.01
2.44
2.02
1.86
1.50
1.25
1.00
1.00
1.00
0.93
0.87
0.84
0.80
0.79
0.68
0.65
0.65
0.62
602,480,755
30.11
The name of the Company Secretary is Kim France
The address of the registered office in Australia is Level 3, 681 Murray Street, West Perth, WA 6005, Australia
Registers of securities are held at Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA
6153, Australia
Securities Exchange Listing
Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the
Australian Securities Exchange Limited.
53
ADDITIONAL INFORMATION FOR ASX LISTED PUBLIC COMPANIES
7. Tenement Schedule
Tenement Number
Tenement Name
PL 35/2007
PL 157/2009
PL 160/2009
PL 9239/2013
Takatokwane
Takatokwane
Takatokwane
Kigoma
PL 9906/2014
PL 9992/2014
PL 9993/2014
PL 9994/2014
Lindi
Lindi
Lindi
Lindi
Locality
Botswana
Botswana
Botswana
Tanzania
Tanzania
Tanzania
Tanzania
Tanzania
Group Ownership
70%
40% Earning 65%
40% Earning 65%
100%
Option 100%
Option 100%
Option 100%
Option 100%
54