White Cliff Minerals Limited
ABN 22 126 299 125
Annual report
for the year ended 30 June 2013
White Cliff Minerals Limited
ABN 22 126 299 125
Contents
Corporate information
Operations report
Directors’ report
Auditor’s independence declaration
Corporate governance report
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors’ declaration
Independent auditor’s report to the members
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ASX additional information
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White Cliff Minerals Limited
ABN 22 126 299 125
Corporate Information
Michael Langoulant
Todd Hibberd
Rodd Boland
Michael Langoulant
Brooke White
Directors
Company secretaries
Registered office and
principal place of business
Suite 2, 47 Havelock Street
West Perth, Western Australia 6005
Share registry
Auditors
Solicitors
ASX code
Telephone:
Facsimile:
Website:
(08) 9321 2233
(08) 9324 2977
www.wcminerals.com.au
Computershare Investor Services Pty Ltd
Reserve Bank Building
Level 2, 45 St George’s Terrace
Perth, Western Australia 6000
(08) 9323 2000
Telephone:
HLB Mann Judd
Chartered Accountants
Level 4, 130 Stirling Street
Perth, Western Australia 6000
Jackson McDonald Lawyers
Level 25, 140 St Georges Terrace
Perth, WA 6000
White Cliff Minerals Limited is listed on the Australian
Securities Exchange (Shares: WCN, Options: WCNO)
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White Cliff Minerals Limited
ABN 22 126 299 125
Review of Operations
Highlights
Two Capital Raisings and a Share Purchase Plan raise $2.97 Million dollars
Company awarded $150,000 in government co-funding drilling via the Exploration Incentive
Scheme
Exploration including drilling, electromagnetics and soil geochemistry at the Lake Johnston
project identified new nickel and base metal targets including:
o 2m at 71g/t silver and 1 m at 144 g/t Silver from diamond drilling and;
o 32m at 0.82% nickel and 0.02% copper from RC drilling
o Soil geochemistry surveys confirms nickel-copper and platinum anomalies at the Mt
Glasse and Lake Percy prospects
o Electromagnetic surveys identify conductors at the Lake Percy, Mt Gordon and Mt
Glasse prospects
Channel sampling at the Chanach project identifies new copper zones including:
o 8 metres at 1.72% copper within 33 metres at 0.85% copper
o 4 metres at 1.67% copper
o 4 metres at 1.1% copper
o Best trench results of 1m at 4.12% copper
Corporate
During the year the Company conducted two private placements and a shareholder purchase plan to raise
capital to continue exploration on the Chanach copper-gold project in Kyrgyzstan and the Lake Johnston
Nickel project in Western Australia.
The terms of both offers included one free option for every two shares placed. Both offers were fully
subscribed and the Company successfully raised $750,000 and $1.62 Million via private placements and
$600,000 via a Shareholder purchase plan. The total capital raised during the year was $2.97 Million dollars.
Exploration Summary
White Cliff Minerals Limited controls extensive tenement packages in Western Australia’s Yilgarn Craton and
the Pilbara region as well as a major gold-copper project in Central Asia.
In Western Australia the Company is exploring several projects with the primary focus on the Lake Johnston
nickel project (Map 1).
Exploration completed at the Lake Johnston project near Norseman WA consisted of:
Six diamond holes for 1,293 metres testing six electromagnetic (EM) targets prospective for nickel
sulphide mineralisation at the Lake Percy prospect;
Nine reverse circulation holes for 1,409 metres testing a further eight EM targets at the Lake Percy
and Mt Gordon prospects;
Two EM surveys covering 110 line kilometres that identified twelve (EM) conductors consistent with
massive sulphide mineralisation; and
Extensive geochemical soil sampling covering the southern section of the Lake Percy and Mt Glasse
prospects.
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White Cliff Minerals Limited
ABN 22 126 299 125
Exploration Results:
The soil geochemical surveys identified several coincident nickel-copper-platinum-palladium anomalies
worthy of further exploration and the two electromagnetic surveys identified several category one anomalies
that coincided with soil anomalies. Subsequent drilling tested several of these targets.
Diamond and reverse circulation drilling at the Lake Percy and Mt Gordon prospects focussed on testing
several EM conductors located on or adjacent to the basal contact of komatiitic ultramafic volcanics. The
massive sulphide zones identified in drill holes LPDD001-005, LPRC001-006 (Lake Percy prospect) and
MGRC001-003 (Mt Gordon prospect) contained trace nickel and copper consistent with sulphides formed
within sea floor marine sediments, however two holes at the Lake Percy prospect intersected mineralisation.
LPRC007 drilled into the central ultramafic unit intersected 32 metres at 0.83% nickel, 226 ppm copper
and 176 ppm cobalt from 24 metres mainly within the weathered ultramafic regolith profile. The remainder
of the ultramafic unit contained high background levels of nickel averaging 0.25% nickel and 1-5 ppm copper
over 28 metres.
LPDD004 also drilled into the central ultramafic unit identified strong silver mineralisation with intersections of
2 metres at 71 g/t and 1 metre at 144 g/t. The mineralisation is associated with anomalous tungsten, copper
and gold. Significant silver anomalism was also identified in the same drill hole with 3 metres at 14.5g/t from
surface.
The intersections to date indicate that the central ultramafic unit at Lake Percy remains highly prospective for
nickel sulphide accumulations. There is also the possibility that gold and copper mineralisation occurs in
association with intrusive felsic units. Further work on both targets is planned.
The Company has been granted $150,000 in government co-funding for drilling the Mt Gordon targets in
addition to government co-funded grants received during the year totalling $106,221.
Central Asia
During the year the Joint Venture partners received the results from the 2012 rock sampling and drilling
program. Sampling has identified several new zones of copper mineralisation and drilling has confirmed the
orientation and tenor of the mineralised system.
The copper trenching results are encouraging with assay values up to 4.12% copper. The best overall results
were obtained from the top of the skarn contact with 8 metres at 1.72% copper within 33 metres averaging
0.85% copper and 24m at 0.48% copper. The mineralisation occurs as supergene copper oxides and
secondary copper sulphides. There is significant potential for this zone to extend along strike to the north
and south.
The drilling extended the main existing mineralised zone 100 metres to the East with CHDD12-02
intersecting 26 metres at 0.3% copper within an alteration halo of 88 metres at 0.17% copper. A second hole
(CHDD12-04) drilled on the same section, 100 metres to the north and 50 metres higher in elevation
intersected 5 metres at 0.4% copper within 25 metres at 0.17% copper in the upper parts of the mineralised
system.
A review of the mineralised system has also identified that there may be significant economic potential for
copper production from the surface copper oxide zones via a low cost heap leach processing operation.
Further work on this possibility is being undertaken.
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White Cliff Minerals Limited
ABN 22 126 299 125
Map 1 White Cliff Minerals Limited exploration projects
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White Cliff Minerals Limited
ABN 22 126 299 125
Map 2 Chanach project location with regional geology with major gold deposits illustrated.
Corporate
During the year the Company announced two private placements and a shareholder purchase plan to raise
capital to continue exploration on the Chanach copper-gold project in Kyrgyzstan and the Lake Johnston
Nickel project in Western Australia.
The terms of the offers included one free option for every two shares placed. Both offers were fully
subscribed and the Company successfully raised $750,000 and $1.62M via a private placements and
$600,000 via a shareholder purchase plan.
The Company remains in a relatively strong financial position as at 30 June with cash assets of $1.19 million.
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White Cliff Minerals Limited
ABN 22 126 299 125
Lake Johnston Project (100%)
During the financial year to 30 June 2013 the Company completed two phases of exploration including soil
sampling, geophysics, reverse circulation and diamond drilling.
Phase one consisted of 6 diamond drill holes for a total of 1,293 metres to test several geophysical
conductors located on or adjacent to the interpreted basal contact of ultramafic units. Five drill holes
intersected barren iron sulphides explaining the conductors. The ultramafic rocks intersected contained up to
0.3% background nickel indicating that the rocks are fertile for nickel sulphide accumulations.
The sixth hole LPDD004 (Figures 3 and 4) drilled into the western ultramafic unit intersected two zones rich
in silver at 34 and 76 metres respectively. The upper zone contained 2 metres at 71 g/t silver with trace gold,
copper and tungsten and the lower zone contained 1 metre at 144 g/t silver, 0.1% copper, 0.04 g/t gold and
trace tungsten. Silver and gold mineralisation was also identified at surface with 3 metres at 14.5 g/t silver
and 34 ppb gold.
A soil geochemistry survey was carried out post drilling to establish the extent and intensity of the surface
silver and gold anomaly to allow future drilling to be effectively targeted. The survey identified coincident
nickel and copper soil anomalies however no silver anomalies were identified that could assist with drill
targeting.
During October and November 2012 the Company also completed an extensive geophysical survey to
evaluate areas of the Lake Percy tenement not previously tested with geophysics. The survey identified an
additional four new conductors (Figures 1 and 2); two to the northwest of the phase one drilling program
within the eastern ultramafic sequence and four in the southern corner of the tenement within the central
ultramafic sequence. Each conductive target sits on or adjacent to an ultramafic contact that is considered to
have the potential to host nickel sulphide mineralisation.
The second phase of drilling consisted of nine reverse circulation holes for a total of 1,409 metres. The
massive sulphide zones identified in drill holes LPRC001-005 (Lake Percy prospect) and MGRC001-003 (Mt
Gordon prospect) contained trace nickel and copper consistent with sulphides formed within sea floor marine
sediments.
In contrast, at the Lake Percy prospect LPRC007 drilled into the central ultramafic unit intersected 32 metres
at 0.83% nickel, 226 ppm copper and 176 ppm cobalt from 24 metres mainly within the weathered
ultramafic regolith profile. The remainder of the ultramafic unit contained high background levels of nickel
averaging 0.25% nickel and 1-5 ppm copper over 28 metres (Figures 3 and 4).
The high nickel results are associated with exceptionally high copper values (averaging 266ppm) compared
to background values of 1-5ppm copper, and very low chrome values (242ppm) compared to background
values (500ppm). LPRC007 was drilled to test under a mineralised historical RAB hole that intersected 21m
at 1.34% nickel, 356ppm copper, 560ppm cobalt and low chrome 0.14%. The low chrome, high copper and
generally high base metals values in both holes are suggestive of a sulphide source overprinted by moderate
enrichment via weathering.
On the same cross section a historical hole ANC178C drilling by Anaconda Nickel intersected 6 metres at
1.7% nickel, 93 ppm copper, 267 ppm cobalt and 0.51% chrome on a faulted contact with an intrusive felsic
pegmatite.
Table 1 Mineralised nickel intervals on cross section WUM11
Hole ID
Interval Nickel %
Type From
To
LPRC007
ANR0559
ANC0172B RC
RC
RAB
24
16
100
56
37
106
32
21
6
0.83
1.34
1.7
Copper
(ppm)
226
356
93
Cobalt (ppm) Chrome %
176
560
267
0.02
0.14
0.51
Additional analysis of the surface soil geochemistry samples collected in 2012 has identified very strong
nickel/chrome and copper/zinc ratios along the western contact of the central ultramafic unit both north and
south of LPRC007. The combined Ni/Cr and Cu/Zn (Kambalda) ratio is commonly indicative of nickel
sulphide mineralisation occurring nearby (Figure 5).
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White Cliff Minerals Limited
ABN 22 126 299 125
Given these results, the Company strongly believes that further exploration is warranted. However, given the
current economic conditions the Company believes it is prudent to refine targets with additional low cost soil
geochemistry surveys prior to further drilling.
Mt Glasse
The recently completed soil geochemistry at Mt Glasse displayed strong nickel, copper and
platinum/palladium enrichment, potentially indicative of nickel sulphide mineralisation at depth. Follow up
geophysical surveys confirmed several prospective geophysical conductors at depths of 100 to 200 metres
consistent with sulphide mineralisation. The conductors also occur down dip from coincident nickel and
copper anomalies in shallow RAB drill holes (Figure 6).
Depending on the geological interpretation applied, the conductors occur either on an internal basal contact
within the ultramafic sequence or on the upper contact of the central ultramafic unit and overlying felsic and
mafic volcanics. While nickel sulphide deposits do occur in these positions the conductors are not located in
the optimal basal contact position.
Further detailed analysis of the geochemistry, particularly the nickel/chrome and copper zinc ratios
(Kambalda ratio) indicates that the high nickel and copper values may be the result of weathering processes
and are not necessarily indicative of sulphide mineralisation at depth. While the conductors still represent
prospective drill targets, the Company is cogniscent of the difficult market conditions and has decided to
focus the next round of exploration efforts on the Lake Percy nickel and base metal targets in preference to
progressing drilling on the Mt Glasse targets.
Ongoing Exploration
The Company will continue to refine drilling targets with additional low cost soil geochemistry surveys at Lake
Percy, Mt Gordon and Mt Glasse.
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 1 Regional geology map showing tenement holdings, mine locations and the location of the Mt Gordon and
Lake Percy prospects.
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 2 Completed diamond and reverse circulation drill holes at Lake Percy.
Section WUM 11
Figure 3 Geological plan of cross section WUM11 showing mineralised zone at Lake Percy.
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White Cliff Minerals Limited
ABN 22 126 299 125
21m at:
1.34% Ni
356 ppm Cu
560 ppm Co
0.14% Cr
32m at:
0.83% Ni
226 ppm Cu
169 ppm Co
0.02% Cr
6m at:
1.7% Ni
93 ppm Cu
267 ppm Co
0.51% Cr
Figure 4 LPRC007 Cross section showing mineralised nickel intersections.
Figure 5 Nickel/Chrome*Copper/Zinc (Kambalda) ratios >1 (pink dots) highlight the prospectivity of the western contact
of the western ultramafic unit north of LPRC007.
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White Cliff Minerals Limited
ABN 22 126 299 125
Surface nickel-copper-
platinum-palladium
anomaly
500ppm copper
contour
8m at 1.1% Ni,
500 ppm Cu
MLTEM
Conductor
Figure 6 Geological interpretation of Mt Glasse cross section 8 showing EM conductor, drill hole copper anomaly and
surface Ni-Cu-Pt-Pd anomalies.
The Chanach Copper – Gold Project, Central Asia (57%)
The Chanach gold-copper project is situated in the northwest region of the Kyrgyz Republic and covers 83
km2. White Cliff Minerals Limited and its joint venture partner, T2 Gold Pty Limited, own 90% of the Chanach
gold-copper project on a 64:36 basis.
During the financial year the Joint Venture partners received the results from the 2012 rock sampling and
drilling program. Sampling has identified several new zones of copper mineralisation and drilling has
confirmed the orientation and tenor of the mineralised system.
A review of the mineralised system has also identified that there may be significant economic potential for
copper production from the surface copper oxide zones via a low cost heap leach processing operation.
Further work on this possibility is being undertaken.
Copper Mineralisation
Sampling along trenches and bulldozer cuttings across the skarn contact has identified new zones of copper
mineralisation (Figure 7 and 8). The copper trenching results are encouraging with assay values up to 4.12%
copper. The best overall results were obtained from the top of the skarn contact with 8 metres at 1.72%
copper within 33 metres averaging 0.85% copper and 24m at 0.48% copper. The mineralisation occurs as
supergene copper oxides and secondary copper sulphides. There is significant potential for this zone to
extend along strike to the north and south.
The above results are 100m above and offset from an intersection of 33m averaging 0.66% copper that also
occurs along the thermally metamorphosed skarn contact (Figure 8).
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White Cliff Minerals Limited
ABN 22 126 299 125
Central Ridge
Porphyry Ridge
Figure 8
South Porphyry Ridge
Figure 7 Rock chip and trench sampling locations showing copper mineralisation
Skarn Contact
33m at 0.66% Cu
Porphyry Ridge
24m at 0.48% Cu
4m at 1.1% Cu
1m at 4.12% Cu within 4m
at 1.67% Cu
8 m at 1.72% Cu within
33m at 0.85% Cu
Figure 8 Rock chip and trench sample locations showing copper mineralisation on Skarn Contact
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White Cliff Minerals Limited
ABN 22 126 299 125
Drilling Results
The 2012 drilling program consisted of 5 holes for a total of 623 metres, designed to extend the existing
mineralised zone to the East as well as test the skarn contact and a magnetic high adjacent to the skarn
contact (Figure 9).
The drilling extended the main existing mineralised zone 100 metres to the east with CHDD12-02
intersecting 26 metres at 0.3% copper within an alteration halo of 88 metres at 0.17% copper. A second hole
(CHDD12-04) drilled on the same section, 100 metres to the north and 50 metres higher in elevation
intersected 5 metres at 0.4% copper within 25 metres at 0.17% copper in the upper parts of the mineralised
system.
Based on drilling results to date the mineralisation is interpreted to form a moderate grade (0.3 to 0.5%
copper) supergene blanket of mineralisation above a series of deeper, steeply dipping, higher grade (0.5 to
2.3% copper) shear zones. There appear to be three mineralised zones approximately 500 metres long, up
to 100 metres wide at surface and narrowing to 3-10 metres wide at depth. Mineralisation is open to the
north, south at depth and along strike to the east.
Drilling also identified 12 metres at 0.36% copper across the thermally metamorphosed contact between the
granodiorite and the overlying limestone. Drilling at the magnetic high did not identify any mineralisation.
12 m at 0.36% Cu
5 m at 0.40% Cu within
25m at 0.17% Cu
26 m at 0.29% Cu within
88m at 0.2% Cu
Figure 9 Interpreted mineralised zones (red hatched areas) based on drilling and rock sampling results.
Project Review
During a review of the mineralised system it was identified that there may be significant economic potential
for copper production from the surface copper oxide zones via a low cost heap leach processing operation.
The bulk of the trenching and drilling to date have outlined a large area containing extensive copper oxide
mineralisation that is amenable to heap leaching. A first pass economic assessment suggests that project
economics would be very robust subject to further metallurgical and engineering studies. Further exploration
will now focus on expanding the size of the copper oxide zones and carrying out initial metallurgical and
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White Cliff Minerals Limited
ABN 22 126 299 125
engineering studies to confirm project economics. To this end, the Joint Venture partners have planned an
exploration program for the 2013 field season focussing on copper oxide mineralisation and are seeking a
funding partner to advance the project.
Mount Remarkable Project (100%)
The project is located approximately 170 km N-NE of Kalgoorlie in the Northern Goldfields and includes the
historic gold mining centres of Mt Remarkable and Yerilla. The project covers approximately 604 square
kilometres of Archean greenstone and granitoid sequences prospective for shear and vein hosted gold
deposits, ultramafic hosted nickel sulphide deposits and volcanic hosted base metal deposits.
During the year the Company reviewed the project focussing on the nickel sulphide, base metals and gold
potential. The Company is planning a series of soil sampling campaigns covering extensions to the Apollo
Shear (gold), the Mt Remarkable Fault (nickel) and the Jungle Pool fault aimed at defining base metal, nickel
and gold targets.
Jungle Pool
VMS Target
Figure 10 The Mt Remarkable and Jungle Pool project areas with local nickel, gold and VMS targets
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White Cliff Minerals Limited
ABN 22 126 299 125
Ghan Well Project (100%)
The Ghan Well Nickel Prospect is located some 40 km southwest of Laverton on the Western Edge of Lake
Carey and adjacent to Minara Resources Murrin Murrin East open Pit. The Prospect is dominated by a
Northward trending strong magnetic high that extends over 10 kilometres. The magnetic high is closely
correlated with outcropping komatiitic ultramafics that contain extensive nickel and cobalt mineralisation in
the lateritic and saprolitic profiles. This region hosts the Murrin Murrin and Mt Windarra nickel mines, along
with the Sunrise Dam, Granny Smith and Bright Star gold mines.
During the year the Company reviewed the nickel and gold prospectivity of the project. Previous drilling
intersected widespread nickel mineralisation with one metre sample grades up to 1.57% nickel and 0.30%
cobalt within the siliceous laterite ultramafic cap and underlying highly weathered saprolitic ultramafic. The
drilling also identified anomalous copper values in some holes highlighting the prospectivity of the ultramafic
rocks for nickel sulphide mineralisation at depth.
The identification of komatiitic and cumulate textures and presence of nickel mineralisation demonstrate that
the ultramafic unit is prospective for nickel sulphides. The Ghan Well ultramafic unit extends over six
kilometres along strike and only 400 metres of this ultramafic unit has been tested to date. The most
prospective and largest zones are south of the existing drilling along the edge of Lake Carey (Figure 11).
The Company is investigating several geochemical sampling methods to test the regolith profile beneath
shallow lake sediments to further define gold and nickel targets prior to planning drilling.
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White Cliff Minerals Limited
ABN 22 126 299 125
2011 Air Core
Drilling
Figure 11 Ghan Well Location plan showing tenement outline (green), drilling location (yellow) and Lake Carey outline
(Blue) over RTP magnetic image.
Other Projects
In the year there was no significant exploration undertaken on the Company’s remaining exploration projects.
The Information in this report that relates to exploration results, mineral resources or ore reserves is based on information compiled by
Mr Todd Hibberd, who is a member of the Australian Institute of Mining and Metallurgy. Mr Hibberd is a full time employee of the
company. Mr Hibberd has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration
and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the `Australian Code for
Reporting Exploration Results, Mineral Resources and Ore Reserves (the JORC Code)`. Mr Hibberd consents to the inclusion of this
information in the form and context in which it appears in this report.
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White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Your directors present their annual financial report on the consolidated entity (referred to hereafter as the “Group”)
consisting of White Cliff Minerals Limited (the “Company” or “parent entity”) and the entities it controlled during the
financial year ended 30 June 2013. In order to comply with the provisions of the Corporations Act, the directors
report as follows:
Directors
The following persons were directors of the Company during the whole of the financial year and up to the date of
this report:
M Langoulant - Executive Chairman
T Hibberd - Managing Director
R Boland - Non-Executive Director
Principal activities
The principal activity of the Group during the financial year was mineral exploration.
Dividends
No dividend has been paid or declared since the start of the financial year and the directors do not recommend the
payment of a dividend in respect of the financial year.
Review of operations
Information on the operations of the Group is set out in the review of Operations Report on pages 4 to 18 of this
Annual Report.
Significant changes in the state of affairs
There have been no significant changes in the state of affairs of the Group to the date of this report.
Matters subsequent to the end of the financial year
There has not been any matter or circumstance that has arisen after balance date that has significantly affected, or
may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the
Group in future financial periods.
Likely developments and expected results
Additional comments on expected results of certain operations of the Group are included in the review of
operations and activities.
Environmental legislation
The Group is subject to significant environmental legal regulations in respect to its exploration and evaluation
activities. There have been no known breaches of these regulations and principles.
Indemnification and insurance of directors and officers
During the financial year the Company has not paid premiums in respect of insuring directors and officers of the
Company against liabilities incurred as directors or officers. The Company has no insurance policy in place that
indemnifies the Company’s auditors.
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White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Information on directors
Michael Langoulant; B Com, CA Executive Chairman and Company Secretary
Experience and expertise
Founding director with over 20 years’ experience in public company corporate administration and fundraising. After
10 years with large international accounting firms he has acted as finance director, CFO, company secretary and
non-executive director with a number of publicly listed companies.
Other current directorships
Nyota Minerals Limited and Luiri Gold Ltd
Former directorships in the last 3 years
None
Special responsibilities
Chairman and co-Company Secretary
Interests in shares and options at the date of this report
5,621,822 ordinary shares; 4,681,820 30 September 2014 options; 1,000,000 30 June 2014 options
Todd Jeffrey Hibberd; BSc, MSc, Dip Bus, MAusIMM, MAICD Managing Director
Experience and expertise
Appointed in December 2008 Mr Hibberd is a geologist with an extensive background in exploration, mining and
mineral economics with over 20 years in exploration, resource estimation, feasibility studies, mine development and
production management. Recent experience includes two years as Managing Director of ASX listed Stonehenge
Metals Limited and 10 years working for Newmont Mining Corporation in various senior exploration and production
roles.
Other current directorships
None
Former directorships in the last 3 years
None
Special responsibilities
Managing director
Interests in shares and options at the date of this report
6,047,964 ordinary shares; 5,000,000 30 September 2014 options; 1,500,000 30 June 2014 options
Rodd Boland; B Com, MBA Non-Executive Director
Experience and expertise
Mr. Boland has over 20 years of corporate and financial industry experience in investment banking, executive
management and the capital markets including advising and raising equity for corporations in the form of venture
capital, private equity, pre-initial public offerings and initial public offerings.
Other current directorships
None
Former directorships in the last 3 years
None.
Special responsibilities
Investor relations
Interests in shares and options at the date of this report
510,000 ordinary shares; 1,250,000 30 September 2014 options; 750,000 30 June 2014 options
Co-Company Secretary
Brooke White, 32, has been co-company secretary of White Cliff since February 2010. Ms White holds business
administration and financial services qualifications with over 11 years in corporate secretarial roles. She has been
either company secretary or assistant company secretary for numerous ASX and AIM listed mining and exploration
companies.
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White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Meetings of directors
During the financial year there were 6 formal directors’ meetings. All other matters that required formal Board
resolutions were dealt with via written circular resolutions. In addition, the directors met on an informal basis at
regular intervals during the financial year to discuss the Group’s affairs.
The number of meetings of the Company’s board of directors attended by each director were:
M Langoulant
T Hibberd
R Boland
Shares under option
Directors’ meetings held
whilst in office
Directors’ meetings
attended
6
6
6
6
6
6
Outstanding share options at the date of this report are as follows:
Grant Date
Date of expiry
Exercise price
Number of options
April 2011
September 2012 – March
2013
30 June 2014
30 September 2014
$0.25
$0.06
5,750,000
116,227,300
No option holder has any right under the options to participate in any other share issue of the Company or any other
controlled entity.
Shares issued on the exercise of options
There have been no shares issued upon the exercise of options.
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White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Remuneration Report
This report outlines the remuneration arrangements in place for the key management personnel of White Cliff
Minerals Limited (the “Company”) for the financial year ended 30 June 2013. 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 key management personnel (“KMP”) who are
defined as those persons having authority and responsibility for planning, directing and controlling the major
activities of the Company and the Group, directly or indirectly, including any director (whether executive or
otherwise) of the parent company, and includes all executives in the Parent and the Group receiving the highest
remuneration.
Key Management Personnel
(i) Directors
Michael Langoulant (Chairman)
Todd Hibberd (Managing Director)
Rod Boland (Non-executive Director)
(ii) Executive
There were no other executives of the Company as at 30 June 2013.
Details of directors’ and executives’ remuneration are set out under the following main headings:
A
B
C
D
Principles used to determine the nature and amount of remuneration
Details of remuneration
Employment contracts/Consultancy agreements
Share-based compensation
Principles used to determine the nature and amount of remuneration
A
The objective of the Company’s executive reward framework is to ensure reward for performance is competitive
and appropriate for the results delivered. The framework aims to align executive reward with the creation of value
for shareholders. The key criteria for good remuneration governance practices adopted by the Board are:
competitiveness and reasonableness
acceptability to shareholders
performance incentives
transparency
capital management
The framework provides a mix of fixed salary, consultancy agreement based remuneration and share based
incentives.
The broad remuneration policy for determining the nature and amount of emoluments of Board members and
senior executives of the Company is governed by the full board. Although there is no separate remuneration
committee the Board’s aim is to ensure the remuneration packages properly reflect directors’ and executives’
duties and responsibilities. The Board assesses the appropriateness of the nature and amount of emoluments of
such officers on a periodic basis by reference to relevant employment market conditions with the overall objective
of ensuring maximum stakeholder benefit from the retention and motivation of a high quality Board and executive
team.
The current remuneration policy adopted is that no element of any director or executive package is directly related
to the Company’s financial performance. Indeed there are no elements of any director or executive remuneration
that are dependent upon the satisfaction of any specific condition however the overall remuneration policy
framework is structured to advance and create shareholder wealth.
Non-executive directors
Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of,
the directors. Non-executive directors’ fees and payments are reviewed annually by the Board and are intended to
be in line with the market.
22
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Directors’ fees
Some of the directors perform at least some executive or consultancy services. As the Board considers it important to
distinguish between the executive and non-executive roles each of the directors receive a separate fixed fee for their
services as a director. As from 1 July 2012 the annual director fee has been reduced by 50% from $30,000 per annum
per director to $15,000 per annum per director.
Retirement allowances for directors
Apart from superannuation payments paid on salaries there are no retirement allowances for directors.
Executive pay
The executive pay and reward framework has the following components:
base pay and benefits such as superannuation
long-term incentives through participation in employee equity issues
Base pay
All executives are either full time employees or consultants who are paid on an agreed basis that has been
formalised in a consultancy agreement.
Benefits
Apart from superannuation paid on executive salaries there are no additional benefits paid to executives.
Short-term incentives
There are no current short term incentive remuneration arrangements.
Employee/Consultant options
To ensure that the Company has appropriate mechanisms in place to continue to attract and retain the services of
suitable directors and employees, the Company has issued options to key personnel.
During the year ended 30 June 2013, the Company issued 8,000,000 Options exercisable at $0.06 on or before 30
September 2014 to directors. No options were issued during the year ended 30 June 2012.
B
Details of remuneration
Amounts of remuneration
Details of the remuneration of the directors and other key management personnel (as defined in AASB 124
Related Party Disclosures) of the Company and the Group for the year ended 30 June 2013 are set out in the
following tables. There are no elements of remuneration that are directly related to performance.
The key management personnel of the Group are the directors of the Company and those executives that have
authority and responsibility for planning, directing and controlling the activities of the Group.
23
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Remuneration of directors
Year ended
30 June 2013
Name
Director
M Langoulant3
T Hibberd
R Boland
Primary benefits
Salary and/or
consulting
fees
$
Post-
employment
benefits
Super-
annuation
Directors’
Fees1
Share-based
payment
Option
Issues2
Total
$
$
$
$
150,000
229,360
30,000
409,360
30,000
30,000
30,000
90,0001
-
20,640
-
20,640
51,565
59,498
15,866
126,9292
231,565
339,498
75,866
646,929
Other key management personnel
Nil
Year ended
30 June 2012
Director
M Langoulant3
T Hibberd
R Boland
Other key management personnel
Nil
150,000
229,360
30,000
409,360
15,000
15,000
15,000
45,0001
-
20,640
-
20,640
28,586
42,879
21,440
92,905
193,586
307,879
66,440
567,905
1 The 2012 financial statements omitted the Director fees for the period January to June 2012 which were only to be paid
upon the Company receiving additional equity funding. These fees (although relating to the 2012 year) were paid in
September 2012 and are presented above as part of the 2013 year remuneration. Since 1 July 2012 director fees have
been set at $15,000 per annum.
2 Employee options exercisable in September 2014 issued to Directors in November 2012 were issued with continuity of
employment vesting conditions. In March 2013 however shareholders voted to vary the conditions of all September 2014
options on issue (including those issued to Directors) such that these options could become listed on ASX. As a result
the vesting conditions were removed and the share based expense relating to the issue of options to Directors has been
accounted for in full during the 2013 year instead of being amortised over three financial years as was originally
intended.
3 Includes fees for accounting and corporate administration services to a company of which he is a Director and
shareholder.
The assessed fair value at grant date of options granted to individuals is included in key management
personnel remuneration above and expensed in the statement of comprehensive income over the vesting
period of the options. Employee options exercisable in September 2014 issued to key management
personnel in November 2012 were issued with continuity of employment vesting conditions. In March 2013
however shareholders voted to vary the conditions of all September 2014 options on issue (including those
issued to Directors) such that these options could become listed on ASX. As a result the vesting conditions
applicable to these options were removed and the share based expense relating to the issue of options to
key management personnel has been accounted for in full during the 2013 year instead of being amortised
over three financial years as was originally intended.
24
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Fair values at grant date are independently determined using a Black and Scholes option pricing model that takes
into account various assumption as detailed in Note 14.
The table below compares the share based payment expense components for the year ended 30 June 2013 to the
theoretical cash value of directors’ options held as at 30 June 2013. Details of individual directors’ option holdings
are provided in Note 17.
Name
Director
M Langoulant
T Hibberd
R Boland
2013 Share-based payments
expense for remuneration disclosure
and accounting purposes
$
Value of directors’ listed options that
have vested but are unexercised as of
30 June 2013
$*
51,565
59,498
15,866
3,250
3,750
1,000
* This amount is based upon the market value of the Company’s listed options on the last trading day on which the
Company’s options traded on the ASX on or before 30 June 2013, which was $0.001.
C
Employment contracts/Consultancy agreements
On appointment to the Board, all Non-Executive Directors enter into a service agreement with the Company in the
form of a letter of appointment. Formal services contracts have been made with the Executive Chairman and the
Managing Director.
Given the Company’s current cash resources and state of equity capital markets the Board agreed that all gross
wages/consulting fee arrangements with directors have been reduced by a factor of 40% commencing from 1 July
2013. In addition it was previously agreed to cut annual director fees by 50% effective from 1 July 2012.These
arrangements will not be reviewed unless the Company is able to raise fresh equity funding.
Share-based compensation
D
Options
Options are granted to employees and consultants as determined by the board. The terms and conditions of each
grant of options affecting remuneration in this or future reporting periods are as follows:
Grant date
Expiry date
Exercise price
Value per option
at grant date
Date exercisable
1 April 2011
30 June 2014
$0.25
$0.054
3 tranches, subject to
vesting conditions, one
third on 1 April 2012,
one third on 1 April
2013 and one third 1
April 2014
2 November 2012
30 September 2014
$0.06
$0.016
30 September 2014
25
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
There have been no options granted to employees or consultants that have been exercised or have lapsed during
the reporting period.
Options granted carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary
share. Further information on the options is set out in notes 14 and 17 to the financial statements.
Details of Share-based compensation options issue to directors and key management personnel during the current
financial year are set out below.
Name
M Langoulant
T Hibberd
R Boland
End of remuneration report.
Option
series
Number
granted
Number vested
% of compensation
for year consisting
of options
2/11/2012
3,250,000
3,250,000
2/11/2012
3,750,000
3,750,000
2/11/2012
1,000,000
1,000,000
22
18
21
Auditor independence and non-audit services
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 27 and forms part of this directors’ report for the year ended 30 June 2013.
Non-audit services
The Company may decide to employ the auditors on assignments additional to their statutory audit duties where the
auditor’s expertise and experience with the Company and/or the consolidated entity are important. The Company
has considered the position and is satisfied that the provision of the non-audit services is compatible with the
general standard of independence for auditors imposed by the Corporations Act 2001. The auditors have not
provided any material non-audit services during the reporting year and therefore the auditors’ independence was not
compromised.
Proceedings on behalf of Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the Company, or to 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 part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section
237 of the Corporations Act 2001.
This report is made in accordance with a resolution of the directors.
M Langoulant
Chairman
Perth, Western Australia
6 September 2013
26
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of White Cliff Minerals Limited for the
year ended 30 June 2013, 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.
This declaration is in respect of White Cliff Minerals Limited and the entities it controlled during the
year.
Perth, Western Australia
6 September 2013
N G Neill
Partner, HLB Mann Judd
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.
White Cliff Minerals Limited
ABN 22 126 299 125
Corporate governance statement
Introduction
White Cliff Minerals Limited (the “Company”) considers the adoption of appropriate systems of control and
accountability as the basis for the administration of corporate governance. Some of these policies and
procedures are summarised in this report. Commensurate with the spirit of the ASX Corporate Governance
Council's Corporate Governance Principles and Recommendations 2nd edition (Recommendations) the
Company has followed each Recommendation where the Board has considered the recommendation to be
an appropriate benchmark for corporate governance practices, taking into account factors such as the size of
the Company and the Board, resources available and activities of the Company. Where, after due
consideration, the Company's corporate governance practices depart from the Recommendations, the Board
has offered full disclosure of the nature of, and reason for, the adoption of its own practice.
Further information about the Company's corporate governance practices, polices and Charters are set out
on the Company's website at www.wcminerals.com.au. In accordance with the Recommendations,
information published on the Company's website includes charters (for the Board and its sub-committees),
codes of conduct and other policies and procedures relating to the Board and its responsibilities.
Disclosure – Principles & recommendations
The Company reports below on how it has followed (or otherwise departed from) each of the
Recommendations during the 2012/2013 financial year ("Reporting Period").
Board
Roles and responsibilities of the Board and Senior Executives
(Recommendations: 1.1, 1.3)
The Company has established the functions reserved to the Board, and those delegated to senior executives
and has set out these functions in its Board Charter.
The Board is collectively responsible for promoting the success of the Company through its key functions of
overseeing the management of the Company, providing overall corporate governance of the Company,
monitoring the financial performance of the Company, engaging appropriate management commensurate
with the Company's structure and objectives, involvement in the development of corporate strategy and
performance objectives, and reviewing, ratifying and monitoring systems of risk management and internal
control, codes of conduct and legal compliance.
Senior executives are responsible for supporting the Managing Director and assisting the Managing Director
in implementing the running of the general operations and financial business of the Company in accordance
with the delegated authority of the Board. Senior executives are responsible for reporting all matters which
fall within the Company's materiality thresholds at first instance to the Managing Director or, if the matter
concerns the Managing Director, directly to the Chair or the lead independent director, as appropriate.
Skills, experience, expertise and period of office of each Director
(Recommendation: 2.6)
A profile of each Director setting out their skills, experience, expertise and period of office is set out in the
Directors' Report.
The mix of skills and diversity for which the Board is looking to achieve in membership of the Board are:
ability to provide guidance on the development of the Company’s assets; independence; understanding of
exploration; capital markets; geological; accounting and finance; and mining experience.
Director independence
(Recommendations: 2.1, 2.2, 2.3, 2.6)
For the Reporting Period the Board did not have a majority of directors who were independent.
28
White Cliff Minerals Limited
ABN 22 126 299 125
The Company has not complied with this Recommendation. The Board has two non-independent directors
and one independent director. Given the size and scope of the Company's operations, the Board considers
that it has the relevant experience in the exploration and mining industry and is appropriately structured to
discharge its duties in a manner that is in the best interests of the Company and its Shareholders from both a
long-term strategic and operational perspective.
The Board considers the independence of directors having regard to its Policy on Assessing the
Independence of Directors, which provides that when determining the independent status of a director the
Board should consider whether the director:
is a substantial shareholder of the Company or an officer, of, or otherwise associated directly with, a
substantial shareholder of the Company;
is employed, or has previously been employed in an executive capacity by a Group company and
there has not been a period of at least 3 years between ceasing such employment and serving on the
Board;
has within the last 3 years been a principal of a material professional adviser or a material consultant
to the Group;
has a material contractual relationship with the Company or other group member other than as a
director;
is a material supplier or customer of the Group, or an officer of or otherwise associated directly or
indirectly with a material supplier or customer.
The Board has agreed on the following guidelines for assessing the materiality of matters:
Statement of Financial Position items are material if they have a value of more than 5% of pro-forma
net asset.
Statement of Comprehensive Income items are material if they will have an impact on the current year
operating result of 5% or more.
Items are also material if they impact on the reputation of the Company, involve a breach of legislation,
are outside the ordinary course of business, could affect the Company’s rights to its assets, if
accumulated would trigger the quantitative tests, involve a contingent liability that would have a
probable effect of 5% or more on asset, liability, income or expense items, or will have an effect on
operations which is likely to result in an increase or decrease in net income or dividend distribution of
more than 5%.
The independent director of the Company is Mr Rod Boland, who is not the Chair. Whilst the Company
recognises the benefit of having an independent director as Chair, the Board was of the view that Michael
Langoulant continues to be the most appropriate person for the position of Chair.
The Chief Executive Officer is Todd Hibberd who is not also Chair of the Board.
Independent professional advice
(Recommendation: 2.6)
To assist directors with independent judgement, it is the Board's policy that if a director considers it
necessary to obtain independent professional advice to properly discharge the responsibility of their office as
a director then, provided the director first obtains approval from the Chair for incurring such expense, the
Company will pay the reasonable expenses associated with obtaining such advice.
Selection and (Re)Appointment of Directors
(Recommendation: 2.6)
In determining candidates for the Board, the Nomination Committee (or equivalent) follows a prescribed
process whereby it evaluates the mix of skills, experience and expertise of the existing Board. In particular,
the Nomination Committee (or equivalent) is to identify the particular skills that will best increase the Board's
effectiveness. Consideration is also given to the balance of independent directors. Potential candidates are
identified and, if relevant, the Nomination Committee (or equivalent) recommends an appropriate candidate
for appointment to the Board. Any appointment made by the Board is subject to ratification by shareholders
at the next general meeting.
29
White Cliff Minerals Limited
ABN 22 126 299 125
Each director other than the Managing Director, must not hold office (without re-election) past the third
annual general meeting of the Company following the director's appointment or three years following that
director's last election or appointment (whichever is the longer).
However, a director appointed to fill a casual vacancy or as an addition to the Board must not hold office
(without re-election) past the next annual general meeting of the Company. At each annual general meeting
a minimum of one director or one third of the total number of directors must resign. A director who retires at
an annual general meeting is eligible for re-election at that meeting. Re-appointment of directors is not
automatic.
Board committees
Nomination Committee
(Recommendations: 2.4, 2.6)
The Board has not established a separate Nomination Committee. The Board believes that there would be
no efficiencies gained by establishing a separate Nomination Committee. Accordingly, the Board performs
the role of the Nomination Committee. Items that are usually required to be discussed by a Nomination
Committee are marked as separate agenda items at Board meetings when required. When the Board
convenes as the Nomination Committee it carries out those functions which are delegated to it in the
Company’s Nomination Committee Charter. The Board deals with any conflicts of interest that may occur
when convening in the capacity of the Nomination Committee by ensuring that the director with conflicting
interests is not party to the relevant discussions.
The full Board officially convened as a Nomination Committee once during the Reporting Period, In addition
informal nomination-related discussions occurred from time to time during the year as required.
Audit Committee
(Recommendations: 4.1, 4.2, 4.3, 4.4)
The Board has not established an Audit Committee.
The role of the audit committee is undertaken by the full Board, which comprises two executive directors and
one independent non-executive director. The Board considers that given its current size no efficiencies or
other benefits would be gained by establishing a separate audit committee. The Board has stated its audit
and compliance responsibilities in the Board Charter.
Remuneration Committee
(Recommendations: 8.1, 8.2, 8.3, 8.4)
The Board has not established a Remuneration Committee.
The Board considers that no efficiencies or other benefits would be gained by establishing a separate
Remuneration Committee. The Company’s constitution provides that the remuneration of Non-Executive
Directors will not be more than the aggregate fixed sum determined by general meeting. Time is set aside at
one Board meeting each year specifically to address the matters usually considered by a Remuneration
Committee. Remuneration matters, usually considered by a Remuneration Committee, were considered at
during a number of Board meetings during the year.
Details of remuneration, including the Company’s policy on remuneration, are contained in the
“Remuneration Report” which forms of part of the Directors’ Report. The Company’s policy is to remunerate
non-executive directors at market rates (for comparable companies)
time, commitment and
responsibilities. Fees for non-executive directors are not linked to the performance of the Company. Given
the Company’s stage of development and the financial restriction placed on it, the Company may consider it
appropriate to issue unlisted options to non-executive directors, subject to obtaining the relevant approvals.
The grant of options is designed to attract and retain suitability qualified non-executive directors.
for
There are no termination or retirement benefits for non-executive directors (other than for superannuation).
30
White Cliff Minerals Limited
ABN 22 126 299 125
Performance evaluation
Senior executives
(Recommendations: 1.2, 1.3)
The Managing Director is responsible for evaluating the performance of senior executives. The performance
evaluation of senior executives is undertaken by meetings held with each senior executive and the Managing
Director on an informal basis at least once a year.
During the Reporting Period an evaluation of senior executives took place in accordance with the process
disclosed above.
Board, its committees and individual directors
(Recommendations: 2.5, 2.6)
The Chair is responsible for evaluating the performance of the Board and, when deemed appropriate, Board
committees and individual directors. Evaluations of the Board and its committees are undertaken by way of
round-table discussions and individual directors by one on one interview.
During the Reporting Period an evaluation of the Board and individual directors took place in accordance
with the process disclosed above.
Ethical and responsible decision making
Code of Conduct
(Recommendations: 3.1, 3.5)
The Company has established a Code of Conduct as to the practices necessary to maintain confidence in
the Company's integrity, the practices necessary to take into account its legal obligations and the reasonable
expectations of its stakeholders and the responsibility and accountability of individuals for reporting and
investigating reports of unethical practices.
Diversity
(Recommendations: 3.2, 3.3, 3.4, 3.5)
The Company has established a Diversity Policy, which includes requirements for the Board to establish
measurable objectives for achieving gender diversity and for the Board to assess annually both the
objectives and progress towards achieving them.
Given the small size of the Company, the Board has not set measurable objectives for achieving gender
diversity. However, the Company's Board does take into account the gender, age, ethnicity and cultural
background of potential Board members, executives and employees.
At the date of this report the Company had only 2 male employees and no female Board members but
contract a female co-company secretary.
A summary of the Company’s Diversity Policy is disclosed on the Company’s website.
Continuous Disclosure
(Recommendations: 5.1, 5.2)
The Company has established written policies and procedures designed to ensure compliance with ASX
Listing Rule disclosure requirements and accountability at a senior executive level for that compliance.
Shareholder Communication
(Recommendations: 6.1, 6.2)
The Company has designed a communications policy for promoting effective communication with
shareholders and encouraging shareholder participation at general meetings.
31
White Cliff Minerals Limited
ABN 22 126 299 125
Risk Management
Recommendations: 7.1, 7.2, 7.3, 7.4)
The Board has adopted a Risk Management Policy, which sets out the Company's risk profile. Under the
policy, the Board is responsible for approving the Company's policies on risk oversight and management and
satisfying itself that management has developed and implemented a sound system of risk management and
internal control.
Under the policy, the Board delegates day-to-day management of risk to the Managing Director, who is
responsible for identifying, assessing, monitoring and managing risks. The Managing Director is also
responsible for updating the Company's material business risks to reflect any material changes, with the
approval of the Board.
In fulfilling the duties of risk management, the Managing Director has unrestricted access to Company
employees, contractors and records and may obtain independent expert advice on any matter they believe
appropriate, with the prior approval of the Board.
In addition, the following risk management measures have been adopted by the Board to manage the
Company's material business risks:
the Board has established authority limits for management, which, if proposed to be exceeded,
requires prior Board approval; and
the Board has adopted a compliance procedure for the purpose of ensuring compliance with the
Company's continuous disclosure obligations.
During the Reporting Period, the Company formalised its approach to risk management by documenting all
material business risks in a risk register and allocation of ownership for material business risks to the
Managing Director and management of individual material business risks to senior management and
individuals within the organisation. The risk register is regularly reviewed by the Board and management.
All risks identified in the risk register will be reviewed and assessed by management and the Board at least
annually. Risk is a standing discussion item at scheduled Board meetings.
The key categories of risk of the Company, as reported on by management, include:
cash management and the ability to raise fresh equity capital;
financial reporting;
ASX reporting compliance;
project ownership retention;
executive travel safety;
maintaining joint venture partnerships;
employee health and safety;
retention of key employees;
environmental compliance;
foreign exchange risk; and
sovereign risk.
The Board has required management to design, implement and maintain risk management and internal
control systems to manage the Company's material business risks. The Board also requires management to
report to it confirming that those risks are being managed effectively. The Board has received a report from
management as to the effectiveness of the Company's management of its material business risks for the
Reporting Period.
The Managing Director and the CFO equivalent have provided a declaration to the Board in accordance with
section 295A of the Corporations Act and have assured the Board that such declaration is founded on a
sound system of risk management and internal control and that the system is operating effectively in all
material respects in relation to financial reporting risks.
32
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Comprehensive Income
For the year ended 30 June 2013
Other income
Depreciation
Exploration expenditure incurred
Impairment of other financial assets
Project acquisition costs written off
Share based payment expense
Other expenses
Loss before income tax expense
Note
2
10
Consolidated
2013
$
2012
$
260,705
410,841
2,670
1,345,261
101,609
439,568
158,660
1,068,200
4,222
926,691
-
554,889
164,370
841,062
3,115,968
2,491,234
(2,855,263)
(2,080,393)
Income tax expense
3
-
-
Loss after income tax expense
Net loss for the year
that may be subsequently
Other comprehensive loss/(income)
Items
reclassified to profit and loss:
Fair value adjustment on investments
in other companies
Items that will not be subsequently
reclassified to profit and loss:
Reclassification of fair value
adjustments on investments in other
companies to profit and loss
Other comprehensive loss/(income), net
of tax
(2,855,263)
(2,080,393)
(2,855,263)
(2,080,393)
-
(58,940)
53,849
53,849
-
(58,940)
Total comprehensive loss for the year
(2,801,414)
(2,139,333)
Basic loss per share
(cents per share)
4
2.3
3.1
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
33
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Financial Position
As at 30 June 2013
Note
6
7
8
9
10
Consolidated
2013
$
2012
$
1,190,649
39,109
635,309
547,093
1,229,758
1,182,402
-
-
814,612
47,760
2,670
570,644
814,612
621,074
2,044,370
1,803,476
11
182,827
120,063
182,827
120,063
182,827
120,063
1,861,543
1,683,413
12
13
14,464,160
874,899
(13,477,516)
11,801,936
503,730
(10,622,253)
1,861,543
1,683,413
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-Current Assets
Other financial assets
Plant and equipment
Exploration project acquisition
costs
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
The above statement of financial position should be read in conjunction with the accompanying notes.
34
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Changes in Equity
For the year ended 30 June 2013
Consolidated
Balance 1 July 2011
Loss for the period
Other comprehensive
income/(loss)
Total comprehensive loss for
the year
Shares issued during the
period
Share based compensation
Issued
capital
$
Accumulated
losses
$
Reserves
Total equity
$
$
11,789,952
(8,541,860)
398,300
3,646,392
-
-
-
11,984
-
11,984
(2,080,393)
-
(2,080,393)
-
(58,940)
(58,940)
(2,080,393)
(58,940)
(2,139,333)
-
-
-
-
11,984
164,370
164,370
164,370
176,354
Balance at 30 June 2012
11,801,936
(10,622,253)
503,730
1,683,413
Balance at 1 July 2012
11,801,936
(10,622,253)
503,730
1,683,413
Loss for the period
Other comprehensive
income
Total comprehensive loss for
the year
Shares issued during the
period
Capital raising costs (note
12(b))
Share based compensation
-
-
-
(2,855,263)
-
(2,855,263)
-
53,849
53,849
(2,855,263)
53,849
(2,801,414)
2,972,001
(309,777)
-
2,662,224
-
-
-
-
-
2,972,001
-
317,320
(309,777)
317,320
317,320
2,979,544
Balance at 30 June 2013
14,464,160
(13,477,516)
874,899
1,861,543
The above statement of changes in equity should be read in conjunction with the accompanying notes.
35
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Cash Flows
For the year ended 30 June 2013
Cash flows from operating activities
Government drilling grants
Payments to suppliers and employees
Interest received
Note
Consolidated
Inflows/
(Outflows)
2013
$
Inflows/
(Outflows)
2012
$
106,221
(1,003,794)
28,484
-
(951,413)
75,230
Net cash outflow from operating activities
19(a)
(869,088)
(876,183)
Cash flows from investing activities
Purchase of plant and equipment
Loans (to)/from others
Payments for exploration and evaluation
Proceeds from sale of tenements
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds from the issue of shares/options
Capital raising costs
Net cash inflow from financing activities
Net increase/(decrease) in cash held
Cash at the beginning of the year
Effect of exchange rate fluctuations on cash
held
-
110,606
(1,633,062)
126,000
(547)
(359,807)
(1,420,727)
352,177
(1,396,456)
(1,428,904)
2,972,001
(151,117)
2,820,884
-
-
-
555,340
(2,305,087)
635,309
2,940,286
-
110
Cash at the end of the year
6
1,190,649
635,309
The above statement of cash flows should be read in conjunction with the accompanying notes.
36
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 1: Statement of significant accounting policies
(a)
Basis of preparation
The financial report is a general purpose financial report, which has been prepared in accordance with
the requirements of the Corporations Act 2001, Accounting Standards and Interpretations and complies
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 report has also been
prepared on a historical cost basis. The Company is a listed public company registered and domiciled in
Australia. The financial report is presented in Australian dollars.
Going Concern
The Company and its controlled entities as at 30 June (the “Group”) do not generate sufficient cash flows
from their operating activities to finance these activities. Thus the continuing viability of the Group and its
ability to continue as a going concern and meet its debts and commitments as they fall due are dependent
upon the Group being successful in completing a capital raising and/or asset sale/joint venture agreement
in the next 12 months. The directors have mitigated this risk by reducing the Group’s corporate overheads
and postponing expenditure on the Group’s projects where possible.
As a result of these matters, there is uncertainty that may cast significant doubt on whether the Group
will continue as a going concern and, therefore, whether it will realise its assets and settle its liabilities
and commitments in the normal course of business and at the amounts stated in the financial report.
However, the directors believe that the Group will be successful in the above matters and, accordingly,
have prepared the financial report on a going concern basis.
(b)
(c)
(d)
Adoption of new and revised standards
Changes in accounting policies on initial application of Accounting Standards
In the year ended 30 June 2013, the Directors have reviewed all of the new and revised Standards and
Interpretations issued by the AASB that are relevant to the Group’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 Interpretations on the Group and, therefore, no
change is necessary to Group accounting policies.
The Directors have also reviewed all new Standards and Interpretations that have been issued but are
not yet effective for the year ended 30 June 2013. 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 the Group and, therefore, no change necessary to Group accounting policies.
Statement of compliance
The financial report was authorised by the Board of directors for issue on 6 September 2013.
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 comprise the financial statements of White Cliff Minerals Limited
(“Company” or “parent entity”) and its controlled entities as at 30 June 2013 (the “Group”).
The financial statements of the controlled entities 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.
Controlled entities 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.
37
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 1: Statement of significant accounting policies (continued)
(e)
Significant accounting judgements estimates and assumptions
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 and evaluation costs carried forward
The Group’s main activity is exploration and evaluation for minerals. The nature of exploration activities
are such that it requires interpretation of complex and difficult geological models in order to make an
assessment of the size, shape, depth and quality of resources and their anticipated recoveries. The
economic, geological and technical factors used to estimate mining viability may change from period to
period. In addition, exploration activities by their nature are inherently uncertain. Changes in all these
factors can impact exploration asset carrying values.
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
using a Black and Scholes model using the assumptions contained in Note 14.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group
and the revenue can be reliably measured. The following specific recognition criteria must also be met
before revenue is recognised:
(i) Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield
on the financial asset.
(ii) Government assistance - drilling grants
Government grants are recognised at fair value where there is reasonable assurance that the grant will
be received and all grant conditions will be met. Grants relating to expense items are recognised as
income over the periods necessary to match the grant to the costs they are compensating.
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. Temporary bank overdrafts are included in cash at bank and in hand. Permanent
bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.
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.
Income tax
The income tax expense or benefit for the year is the tax payable on the current year’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 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.
38
(f)
(g)
(h)
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 1: Statement of significant accounting policies (continued)
(h)
Income tax (cont)
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 controlled entities,
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 controlled entities,
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
financial 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.
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.
Tax consolidation legislation
The Company and its 100% owned Australian resident subsidiaries have implemented the tax
consolidation legislation. Current and deferred tax amounts are accounted for in each individual entity
as if each entity continued to act as a taxpayer on its own.
The Company recognises both its own current and deferred tax amounts and those current tax
liabilities, current tax assets and deferred tax assets arising from unused tax credits and unused tax
losses which it has assumed from its controlled entities within the tax consolidated group.
(i)
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
when the GST incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST 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 included.
The net amount of GST 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 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 recoverable from, or payable
to, the taxation authority.
39
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 1: Statement of significant accounting policies (continued)
(j)
Plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment
losses.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:
(k)
Office equipment – 13%
Plant and equipment – 20% - 40%
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if
appropriate, at each financial year end.
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 re-
valued 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 financial
periods. 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.
(l)
Trade and other payables
Trade payables and other payables are carried at amortised costs 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.
40
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 1: Statement of significant accounting policies (continued)
(m)
(o)
Provisions
Where applicable, 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 made for future operating losses.
When the Group expects some or all of a provision to be reimbursed, for example under an insurance
contract, the reimbursement is recognised as a separate asset 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 net present value of management’s
best estimate of the expenditure required to settle the present obligation at the end of the reporting year.
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.
Share-based payment transactions
Equity settled transactions:
The Group provides benefits to employees and consultants 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 and consultants 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 the Black and Scholes model, further details of which are given in Note 14.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity,
over the period in which any 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 reporting date until vesting
date reflects the extent to which the vesting period has expired, and the Group’s best estimate of the
number of equity instruments that will ultimately vest.
The statement of comprehensive income charge or credit for a year represents the movement in
cumulative expense recognised as at the beginning and end of that year.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only
conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the
terms had not been modified. In addition, an expense is recognised for any modification that increases
the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee,
as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any
expense not yet recognised for the award is recognised immediately. However, if a new award is
substituted for the cancelled award and designated as a replacement award on the date that it is
granted, the cancelled and new award are treated as if they were a modification of the original award, as
described in the previous paragraph. The dilutive effect, if any, of outstanding options is reflected as
additional share dilution in the computation of earnings per share (see Note 4).
(p)
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 costs of acquisition as part of purchase consideration.
41
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 1: Statement of significant accounting policies (continued)
(q)
(r)
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.
Diluted earnings per share is calculated as net profit or loss attributable to members of the parent,
adjusted for:
costs of servicing equity (other than dividends) and preference share dividends;
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that
have been recognised as expenses; and
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.
Exploration and evaluation expenditure
Exploration costs are expensed as incurred. Acquisition costs are accumulated in respect of each
separate area of interest. Acquisition costs are carried forward where right of tenure of the area of
interest is current and they are expected to be recouped through the sale or successful development and
exploitation of the area of interest or, where exploration and evaluation activities in the area of interest
have not yet reached a stage that permits reasonable assessment of the existence of economically
recoverable reserves. When an area of interest is abandoned or the Directors decide that it is not
commercial, any accumulated acquisition costs in respect of that area are written off in the financial year
and accumulated acquisition costs written off to the extent that they will not be recovered in the future.
Amortisation is not charged on acquisition costs carried forward in respect of areas of interest in the
development phase until production commences.
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.
(s)
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 White Cliff Minerals Limited.
42
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 1: Statement of significant accounting policies (continued)
(t)
Financial assets (cont)
(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.
If the Group were to sell other than an insignificant amount of held-to-maturity financial assets, the
whole category would be tainted and reclassified as available-for-sale.
(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.
43
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 1: Statement of significant accounting policies (continued)
(u)
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.
(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.
(v)
Parent entity financial statements
The financial information for the parent entity, White Cliff Minerals, disclosed in Note 20, has been
prepared on the same basis as the consolidated financial statements.
(w)
Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform in
presentation with the current year.
44
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 2: Revenue and expenses
(a) Revenue from continuing operations
Other revenue
Interest received
Profit on sale of tenements
Government drilling grants
(b) Expenses
Loss from ordinary activities before income tax
expense includes the following specific
expenses:
Auditor’s remuneration
Employee costs*
* Includes all direct exploration employee costs
Consolidated
2013
$
2012
$
28,484
126,000
106,221
75,230
335,611
-
29,550
490,870
36,200
315,875
45
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 3: Income tax
(a) Income tax benefit
The prima facie income tax expense on pre-tax accounting result
from operations reconciles to the income tax benefit in the
financial statements as follows
Accounting loss before tax from continuing
operations
Tax expense/(benefit) calculated at 30%
Non-deductible expenses
Unused tax losses and tax offset not recognised
as deferred tax assets
Other deferred tax assets and tax liabilities not
recognised
Adjustments in respect of current income tax of
previous years
Deferred tax assets and tax liabilities not
recognised in relation to foreign expenses
Income tax expense/(benefit) reported in the
statement of comprehensive income
(b) Unrecognised deferred tax balances
The following deferred tax assets have not been brought to
account
Deferred tax assets comprise:
Accruals
Fair value of investments
Share issue costs
Losses available for offset against future income – revenue
Losses available for offset against future income – capital
Deferred tax liabilities comprise:
Exploration expenses capitalised
Net unrecognised deferred tax assets
(c) Income tax benefit not recognised directly in
equity during the year
Share issue costs
Investments – fair value adjustment
Consolidated
2013
$
2012
$
(2,855,263)
(2,080,393)
(856,579)
(624,118)
36,566
44,988
-
127,197
508,762
102,588
597
89,176
310,654
260,169
-
-
10,613
30,483
53,495
3,195,884
38,159
3,328,634
7,733
16,155
30,676
2,730,967
127,197
2,912,728
(94,384)
(123,763)
3,234,250
2,788,965
45,335
-
45,335
-
17,682
17,682
46
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 4: Loss per share
Total basic loss per share (cents)
The loss and weighted average number of ordinary
shares used in the calculation of basic loss per share is
as follows:
Consolidated
2013
$
2012
$
(2.3)
(3.1)
Net loss for the period
The weighted average number of ordinary shares
(2,855,263)
(2,080,393)
122,080,092
67,287,873
The diluted loss per share is not reflected as the result is anti-dilutive.
Note 5: Segment information
For management purposes, the Board of Directors of the Company has been defined as the Chief Operating
Decision Maker. Segment information is presented in respect of the Group’s business segments based on the
Group’s management and internal reporting structure.
During the year the group operated predominantly in one business segment that consisted of mineral exploration.
Geographically, the group explores in both Australia and the Kyrgyz Republic. Segment results are classified in
accordance with their use within geographic segments.
Segment results and assets include items directly attributable to a segment as well as those that can be allocated
on a reasonable basis.
The following table presents the financial information regarding these segments provided to the Board of Directors
for the year ended 30 June 2013.
2013
Revenue
Government drilling grants
Sale of tenements
Interest income
Segment revenue
Segment net operating loss
after tax
Segment assets
Other segment information
Segment liabilities
Depreciation and amortisation
of segment assets
Acquisition of plant and
equipment
Australia
$
106,221
126,000
28,484
260,705
Kyrgyz
$
-
-
-
Total
$
106,221
126,000
28,484
260,705
(2,109,115)
(746,148)
(2,855,263)
1,544,370
500,000
2,044,370
168,827
14,000
182,827
2,670
-
-
-
2,670
-
47
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 5: Segment information (cont)
2012
Revenue
Sale of tenements
Interest income
Segment revenue
Segment net operating loss
after tax
Segment assets
Other segment information
Segment liabilities
Depreciation and amortisation
of segment assets
Acquisition of plant and
equipment
Note 6: Cash and cash equivalents
Cash at bank and on hand
Short term deposits
Australia
$
335,611
75,230
410,841
Kyrgyz
$
-
-
-
Total
$
335,611
75,230
410,841
(1,285,856)
(794,537)
(2,080,393)
1,645,376
158,100
1,803,476
105,549
14,514
120,063
4,222
547
-
-
4,222
547
Consolidated
2013
$
2012
$
42,891
1,147,758
16,509
618,800
1,190,649
635,309
(a) Reconciliation to Statement of Cash Flows
The above figures agree to cash at the end of the financial year as shown in the Statement of Cash Flows.
(b) Cash at bank and on hand
These are non-interest bearing accounts.
(c) Deposits at call
The deposits are bearing floating interest rates between 2.6% and 4%. These deposits have a maturity of no
more than 90 days.
(d) Cash balances not available for use
As at 30 June 2013, an amount of $Nil (2012: $62,939) was held as security bonds.
48
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 7: Trade and other receivables
Goods and services tax receivable
Joint venture partner contributions
Other receivables
Note 8: Other financial assets
Shares held in companies listed on a prescribed stock
exchange – at cost
Fair value adjustment
Note 9: Plant and equipment
Year ended 30 June 2012
Opening balance
Additions
Depreciation charge
Closing net book value
At 30 June 2012
Cost or fair value
Accumulated depreciation
Net carrying amount
Consolidated
2013
$
2012
$
39,109
-
-
-
506,342
40,751
39,109
547,093
101,609
(101,609)
101,609
(53,849)
-
47,760
Plant and
equipment
$
6,345
547
(4,222)
2,670
26,002
(23,332)
2,670
49
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 9: Plant and equipment (cont)
Year ended 30 June 2013
Opening balance
Additions
Depreciation charge
Closing net book value
At 30 June 2013
Cost or fair value
Accumulated depreciation
Net carrying amount
The depreciation rates were as follows for both 2012 and 2013:
Plant and equipment 20-40%
Note 10: Exploration project acquisition costs
Opening balance
Project acquisition costs
Projects sold
Project acquisition costs written off
Acquisition costs in respect of areas of
interest in the exploration phase
Plant and
equipment
$
2,670
-
(2,670)
-
26,002
(26,002)
-
Consolidated
2013
$
2012
$
570,644
683,536
-
(439,568)
1,102,123
29,975
(6,565)
(554,889)
814,612
570,644
The recoupment of exploration project acquisition costs carried forward is dependent upon the recoupment of
costs through successful development and commercial exploitation, or alternatively by sale of the respective
areas.
As a result of exploration activities during the year, the directors re-assessed the carrying value of the acquisition
costs relating to certain project areas and, as a result, have written off those acquisition costs that are not expected
to be re-couped in the future, notwithstanding that title to these areas remains valid and further exploration is
planned.
Note 11: Trade and other payables
Trade payables and accruals*
Provisions
* Trade payables are non-interest bearing and are normally paid on 30 day terms.
145,774
37,053
120,063
-
182,827
120,063
50
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 12: Issued capital
(a) Ordinary shares issued
186,107,947 (2012: 67,380,647) ordinary
shares
Number of shares
2012
2013
14,464,160
11,801,936
Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote
per share at shareholders’ meetings. In the event of winding up of the parent entity, ordinary shareholders rank after all
creditors and are fully entitled to any proceeds on liquidation.
(b) Movements in ordinary share capital:
Date
Opening balance
Details
Number of
shares
67,227,003
Issue Price
$
$
11,789,952
6 February 2012
Consulting fee
153,644
0.078
11,984
30 June 2012
7 September 2012
1 October 2012
11 October 2012
13 February 2013
21 March 2013
Capital raising costs
30 June 2013
(c) Share options
Placement
Share Purchase Plan
Placement
Placement
Placement
67,380,647
6,660,000
20,000,000
18,340,000
8,400,000
65,327,300
-
0.03
0.03
0.03
0.022
0.022
11,801,936
199,800
600,000
550,200
184,800
1,437,201
(309,777)
186,107,947
14,464,160
Listed options exercisable at $0.06 on or before 30 September 2014
Employee Options exercisable at $0.25 on or before 30 June 2014
(d) Movements in share options
Listed Options to acquire ordinary fully paid shares at $0.06 on or before
30 September 2014:
Beginning of the financial year
Issued during year
Balance at end of financial year
Number of options
2013
2012
116,227,300
5,750,000
121,977,300
-
5,750,000
5,750,000
-
116,227,300
116,227,300
-
-
-
51
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 13: Reserves
Investment revaluation reserve (a)
Option issue reserve (b)
Share compensation reserve (c)
Consolidated
2013
$
-
125,391
749,508
2012
$
(53,849)
125,391
432,188
874,899
503,730
(a)
(b)
(c)
Investment revaluation reserve
The investment revaluation reserve represents revaluation movements in the value of other financial
assets. The balance as at 30 June 2012 has been reclassified to profit and loss in this period.
Option issue reserve
The option issue reserve represents amounts paid upon subscribing for options issued by the Company.
Share compensation reserve
The share compensation reserve is used to record the value of equity benefits provided to consultants and
directors as part of their remuneration. Refer Note 14.
52
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 14: Share based payments
Share based payments consists of listed and unlisted options issued to directors and consultants. The expense
is recognised in the Statement of Comprehensive Income and Statement of Changes in Equity over the vesting
periods of the options. The following share-based payment arrangements were in place during the current and
prior years:
Number
Grant date
Expiry Date Exercise price $
5,750,000
1/4/2011
30/6/2014
10,000,000
2/11/2012
30/9/2014
0.25
0.06
Fair value at
grant date*
$310,500
$158,660
Fair value of options granted
* The fair value of the equity-settled share options granted under the Employee Share Option Plan is estimated
as at the date of grant using the Black and Scholes model taking into account the terms and conditions upon
which the options were granted. The actual value of these options may be materially different to this accounting
estimation.
The following table lists the inputs to the Black and Scholes model used:
Dividend yield %
Expected
volatility %
Risk-free
interest rate %
Life of option
Exercise price
Grant date share
price
Discount for lack
of marketability
April 2011
November
2012
-
100%
-
90%
4.95%
2.55%
39 months
23 months
$0.25
$0.06
$0.145
$0.053
33%
33%
The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns
that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future
trends, which may also not necessarily be the actual outcome. The fair value of unlisted options was discounted
to account for the existence of continuity of employment vesting conditions, non-transferability and the un-listed
aspect of the employee options. No other features of options granted were incorporated into the measurement
of fair value.
53
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 15: Financial instruments
(a) Capital risk management
Prudent capital risk management implies maintaining sufficient cash and marketable securities to ensure
continuity of tenure to exploration assets and to be able to conduct the Group’s business in an orderly and
professional manner. The Board monitors its future capital requirements on a regular basis and will when
appropriate consider the need for raising additional equity capital or to farm-out exploration projects as a means
of preserving capital. The Board currently has a policy of not entering into any debt arrangements.
(b) Categories of financial instruments
The Group’s principal financial instruments comprise of cash and short-term deposits. The main purpose of
these financial instruments is to raise finance for the Group’s operations. The Group has various other financial
assets and liabilities such as receivables and trade payables, which arise directly from its operations. It is, and
has been throughout the year, the Group’s policy that no trading in financial instruments shall be undertaken
during the year.
(c) Financial risk management objectives
The Group is exposed to market risk (including interest rate risk and equity price risk), credit risk and liquidity
risk.
The main risks arising from the Group’s financial instruments are interest rate risk and credit risk. The Board
reviews and agrees policies for managing each of these risks and they are summarised below.
(d) Market risk
Equity price risk sensitivity analysis
There has been no change to the Group’s exposure to market risks or the manner in which it manages and
measures the risk from the previous period.
(i) Interest rate risk management
All cash balances attract a floating rate of interest. Excess funds that are not required in the short term are
placed on deposit for a period of no more than 3 months. The Group’s exposure to interest rate risk and the
effective interest rate by maturity periods is set out below.
Interest rate sensitivity analysis
As the Group has no interest bearing borrowings its exposure to interest rate movements is limited to the
amount of interest income it can potentially earn on surplus cash deposits.
At 30 June 2013, if interest rates had changed by +/- 50 basis points and all other variables were held
constant, the Group’s after tax loss would have been $4,130 (2012: $3,177) lower/higher as a result of
higher/lower interest income on cash and cash equivalents.
(ii) Equity price risk management
The Group is exposed to equity price risks arising from available-for-sale financial assets. Given the current
state of equity markets the Company has fully impaired its available-for-sale financial assets.
54
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 15: Financial instruments (cont)
(e) Credit risk management
Credit risk relates to the risk that counterparties will default on their contractual obligations resulting in financial
loss to the Group. The Group has adopted a policy of only dealing with credit worthy counterparties and
obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial
loss from any defaults.
(f) Liquidity risk management
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities to ensure
continuity of tenure to exploration assets and to be able to conduct the Group’s business in an orderly and
professional manner. Cash deposits are only held with major financial institutions.
2013
Financial assets
Cash and cash equivalents – non - interest
bearing
Cash and cash equivalents – interest bearing
Trade and other receivables
Other financial assets
Financial liabilities
Trade and other payables
Provisions
2012
Financial assets
Cash and cash equivalents – non-interest
bearing
Cash and cash equivalents –interest bearing
Trade and other receivables
Other financial assets
Financial liabilities
Trade and other payables
Weighted
Average
Interest
Rate
Less than
1 month
1-3
months
3 months
– 1 year
5 + years
n/a
41,751
-
348,021
39,109
-
428,881
800,877
-
-
800,877
-
-
-
-
-
3.45%
n/a
n/a
n/a
n/a
-
-
-
145,774
-
-
37,053
145,774
37,053
n/a
14,689
3.8%
n/a
n/a
620,620
10,751
-
646,060
-
-
-
-
-
-
-
536,342
47,760
584,102
n/a
-
120,063
-
646,060
(120,063)
584,102
-
-
-
-
-
-
-
-
-
-
-
-
-
-
55
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 15: Financial instruments (cont)
(g) Fair value of financial instruments
The following table presents the group’s assets and liabilities measured and recognised at fair value at 30 June
2013 utilising the following fair value measurement hierarchy:
quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
inputs other than quoted prices included within level 1 that are observable for the asset or liability, either
directly (as prices) or indirectly ( derived from prices) (level 2), and
inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).
Consolidated – 2013
Assets
Available-for-sale financial assets
Consolidated – 2012
Assets
Available-for-sale financial assets
Level 1
Level 2
Level 3
Total
-
-
47,760
47,760
-
-
-
-
-
-
-
-
-
-
47,760
47,760
The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading
and available-for-sale securities) is based on quoted market prices at the end of the reporting period. The
Company’s investments have been fully impaired during this reporting period.
Note 16: Commitments and contingencies
Exploration expenditure commitments
In order to maintain rights of tenure to its Australian located mineral tenements, the Company is required to
outlay certain amounts in respect of rent and minimum expenditure requirements set by the Western Australian
State Government Mines Department. The Group’s commitments to meet this minimum level of expenditure are
approximately $580,000 (2012: $601,000) annually.
Exemption from incurring this annual level of expenditure may be granted where access to the tenement area is
restricted for reasons beyond the Company’s control such as where native title issues restrict the Company’s
ability to explore in the project area. The Company is not aware of any such restrictions to exploration in the
coming year and it does not anticipate seeking any exemption to reduce this annual expenditure requirement.
In order to maintain rights of tenure to its Kyrgyz Republic located mineral tenement, the Company is required
to complete an annual works program as agreed with the Kyrgyz government. If this program is not
completed in the calendar year then continued tenure to the project could be in jeopardy. It is possible that
the Company and its joint venture partners may not be able to complete the 2013 works program and hence
there is a risk that the Company and its joint venture partners may not be able to maintain continued tenure of
the Kyrgyz project.
Other contingencies
The Company is a co-guarantor to an office lease under which its remaining exposure through to the end of the
lease in October 2015 is approximately $98,500.
56
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 17: Key management personnel disclosures
(a) Directors
At the date of this report the directors of the Company are:
M Langoulant – Executive Chairman
T Hibberd – Managing director
R Boland – Non executive director
There were no changes of the key management personnel after the reporting date and the date the financial
report was authorised for issue.
(b) Key management personnel
During the reporting periods the Company had no other key management personnel.
(c) Key management personnel compensation
Short-Term
Post-employment
Share-based payments
Consolidated
2013
$
499,360
20,640
126,929
2012
$
454,360
20,640
92,905
646,929
567,905
Detailed remuneration disclosures of directors and key management personnel are in pages 22 to 26 of this
report.
(d) Option holdings of key management personnel
Details of options provided as remuneration, together with the terms and conditions of the shares and options
can be found in section D of the remuneration report. The following options were granted to directors subject to
continuity of employment vesting conditions.
2013
Name
Director
Balance at
the
beginning of
the financial
period
Granted
during the
financial
period
Expired
during the
financial
period
Balance at
the end of
the financial
period
Vested and
exercisable at
the end of the
financial
period
M Langoulant
1,000,000
3,250,000
T Hibberd
R Boland
1,500,000
3,750,000
750,000
1,000,000
Other key management personnel
Nil
-
-
-
-
-
-
4,250,000
3,916,666
5,250,000
4,750,000
1,750,000
1,500,000
-
-
57
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 17: Key management personnel disclosures (cont)
(e) Equity holdings of key management personnel
The number of shares and options in the Company held during the financial period by each director of
the Company and key management personnel of the Group, including their personally related parties,
are set out below
2013
Director
Ordinary shares
M Langoulant
T Hibberd
R Boland
Options
M Langoulant
T Hibberd
R Boland
2012
Director
Ordinary shares
M Langoulant
T Hibberd
R Boland
Options
M Langoulant
T Hibberd
R Boland
Balance at start
of year
Net movement
during the year
Balance at the end of
the financial year
3,400,002
3,705,714
10,000
2,221,820
2,342,250
500,000
1,000,000
4,681,820
1,500,000
5,000,000
750,000
1,250,000
3,400,002
3,128,344
10,000
1,000,000
1,500,000
750,000
-
577,370
-
-
-
-
5,621,822
6,047,964
510,000
5,681,820
6,500,000
2,000,000
3,400,002
3,705,714
10,000
1,000,000
1,500,000
750,000
58
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 18: Related party disclosure
The ultimate parent entity in the wholly-owned group and the ultimate Australian parent entity is White Cliff
Minerals Limited. The consolidated financial statements include the financial statements of White Cliff Minerals
Limited and the controlled entities listed in the following table:
Name of entity
Country of
incorporation
Class of shares
Equity holding
Northern Drilling Pty Ltd
Danforth Resources Pty Ltd
PB Partners Pty Ltd
Petrus Resources Pty Ltd
Venture Exploration Pty Ltd
Australia
Australia
Australia
Australia
Australia
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2013
%
100
100
100
100
100
2012
%
100
100
100
0
100
There were no transactions between White Cliff Minerals Limited and its controlled entities during the financial year
(2012: nil).
Note 19: Reconciliation of loss after income tax to net cash outflow from operating activities
a) Reconciliation of loss from ordinary activities after income tax
to net cash outflow from operating activities
Net loss for the year
(2,855,263)
(2,080,393)
Consolidated
2013
$
2012
$
Depreciation
Consulting fees paid by share issue
Share based payment expense
Impairment of financial assets
Profit on sale of tenements classified as
investing activity
Mining tenement expenditure written off
Foreign exchange loss
(Increase) / decrease in trade and other
receivables
Increase / (decrease) in trade and other
payables
Increase / (decrease) in provisions
2,670
-
158,660
101,609
(126,000)
1,784,831
-
1,642
4,222
11,984
164,370
-
(335,612)
1,481,580
(110)
49,434
25,710
(171,658)
37,053
-
Net cash outflow from operating activities
(869,088)
(876,183)
b) Non-cash financing and investing activities
Consulting fees paid by issue of shares (note 12(b))
-
11,984
59
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 20: Parent Entity Disclosures
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Total liabilities
Equity
Issued capital
Retained earnings
Reserves
Asset revaluation reserve
Option issue reserve
Share-based payments
Total equity
Financial performance
Loss for the year
Other comprehensive income
Total comprehensive loss
Note 21: Events after the balance date
30 June 2013
$
30 June 2012
$
1,229,758
814,612
1,182,402
621,074
2,044,370
1,803,476
182,827
120,063
182,827
120,063
14,464,160
(13,477,516)
11,801,936
(10,622,253)
-
125,391
749,508
(53,849)
125,391
432,188
1,861,543
1,683,413
(2,855,263)
53,849
(2,080,393)
(58,940)
(2,801,414)
(2,139,333)
There has not been any matter or circumstance that has arisen after balance date that has significantly affected, or
may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the
Group in future financial periods.
60
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2013
Note 22: Auditor’s remuneration
The auditors of the Group are HLB Mann Judd.
Assurance services
HLB Mann Judd:
Audit and review of financial statements
Total remuneration for audit services
Other services
HLB Mann Judd - taxation services
Total auditor’s remuneration
Consolidated
2013
$
2012
$
22,800
22,800
24,500
24,500
6,750
11,700
29,550
36,200
Note 23: Interest in jointly controlled operation
The Group has a 57% interest in the Chanach joint venture, which is involved in exploration of copper and
gold resources in Kyrgyz Republic.
The share of the assets, liabilities, revenue and expenses of the jointly controlled operation, which are
included in the consolidated financial statements, are as follows:
Non-Current Assets
Exploration project acquisition costs
Total assets
Liabilities
Trade creditors
Total liabilities
Revenue
Exploration costs written off
Net loss
Consolidated
2013
$
2012
$
500,000
158,101
500,000
158,101
14,000
14,000
14,515
14,515
756,148
794,537
(756,148)
(794,537)
The Group has no capital commitments or guarantees in relation to the jointly controlled operation. The
Company increased in interest in this project from 45% to 57% during the financial year. Further it has
impaired in exploration property acquisition costs by $314,568 during this financial year (2012 – Nil).
61
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ declaration
1.
In the opinion of the directors of White Cliff Minerals Limited (the “Company”):
a.
the accompanying financial statements and notes are 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 2013 and of its
performance for the financial year then ended; and
ii. complying with Accounting Standards, Corporations Regulations 2001, professional reporting
b.
c.
requirements and other mandatory requirements.
there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
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 year ended 30 June 2013.
This declaration is signed in accordance with a resolution of the Board of Directors.
MJ Langoulant
Chairman
Perth, Western Australia
6 September 2013
62
INDEPENDENT AUDITOR’S REPORT
To the members of White Cliff Minerals Limited
Report on the Financial Report
We have audited the accompanying financial report of White Cliff Minerals Limited (“the company”),
which comprises the consolidated statement of financial position as at 30 June 2013, 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 for
the consolidated entity. The consolidated entity comprises 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 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 that the financial report complies with International Financial
Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted
our audit in accordance with Australian Auditing Standards. Those standards require that we comply
with relevant ethical requirements relating to audit engagements and plan and perform the audit to
obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial report. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial report, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the
company’s preparation and fair presentation of the financial report in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by the directors,
as well as evaluating the overall presentation of the financial report.
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.
Auditor’s opinion
In our opinion:
(a) the financial report of White Cliff Minerals Limited is in accordance with the Corporations
Act 2001, including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June
2013 and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations
2001; and
the financial report also complies with International Financial Reporting Standards as disclosed in
Note 1(c).
Emphasis of Matter
Without modifying our opinion, we draw attention to Note 1(a) to the financial report which indicates
that the continuing viability of the Group and its ability to continue as a going concern and meet its
debts and commitments as they fall due are dependent upon the Group being successful in
completing a capital raising and/or asset sale/joint venture agreement in the next 12 months. The
directors have mitigated this risk by reducing the Group’s corporate overheads and postponing
expenditure on the Group’s projects where possible.
These conditions indicate the existence of a material uncertainty that may cast significant doubt
about the company’s ability to continue as a going concern and therefore, the company may be
unable to realise its assets and discharge its liabilities in the normal course of business.
Report on the Remuneration Report
We have audited the remuneration report included in the directors’ report for the year ended 30 June
2013. 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 White Cliff Minerals Limited for the year ended 30 June
2013 complies with section 300A of the Corporations Act 2001.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
6 September 2013
N G Neill
Partner
270
White Cliff Minerals Limited
ABN 22 126 299 125
Additional information
The shareholder information set out below was applicable as at 21 August 2013.
A. Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
1,000
1
5,000
1,001
5,001 10,000
10,001 100,000
100,001 and over
There were 353 holders of less than a marketable parcel of ordinary shares.
B. Equity security holders
Twenty largest quoted equity security holders – ordinary shares
Name
Woodlands Asset Management Pty Ltd
Minsk Pty Ltd
Lanza Holdings Pty Ltd
Jamber Investments Pty Ltd (Amber Schwartz Family A/C)
Terra Aqua Pty Ltd (Terra Rosso A/C)
Mr Adrian Alexander Venuti (Adrian Venuti Family A/C)
Perth Select Seafoods Pty Ltd
Mrs Jill Hampshire
Ms Noleen V Rowe
Technica Pty Ltd
Florin Mining Investment Company Limited (Trading A/C)
Mr Alan David Dimmock
Gandria Capital Pty Ltd (The Tedblahnki Family A/C)
Mr Alan Bender
Gianfam Investments Pty Ltd (Mark Giannarelli Family A/C)
Mr Guy Lance Jones (BOQ Loan A/C)
Octifil Pty Ltd
Danforth International Pty Ltd
Stone Poneys Nominees Pty Ltd (Chapman Super Fund
A/C)
Abminga Nominees Pty Ltd
Class of equity security
Ordinary shares
17
29
86
386
270
788
Ordinary
shares held
% of
issued
shares
6,818,185
4,542,566
3,800,002
3,750,000
3,666,708
3,594,200
3,450,000
3,300,001
3,300,000
2,950,000
2,800,000
2,580,000
2,545,455
2,500,000
2,300,000
2,272,730
2,272,727
2,002,834
1,970,000
3.66
2.44
2.04
2.01
1.97
1.93
1.85
1.77
1.77
1.59
1.50
1.39
1.37
1.34
1.24
1.22
1.22
1.08
1.06
1,950,000
62,365,408
1.05
33.51
65
White Cliff Minerals Limited
ABN 22 126 299 125
Additional information
Twenty largest quoted equity security holders – 30 September 2014 options
Name
Zenix Nominees Pty Ltd
Woodlands Asset Management Pty Ltd
Lawrence Crowe Consulting Pty Ltd (L C C Super Fund
A/C)
Southern Terrain Pty Ltd (Southern Terrain A/C)
Mr Todd Hibberd
Mr Michael Langoulant
Gandria Capital Pty Ltd (The Tedblahnki Family A/C)
Technica Pty Ltd
Florin Mining Investment Company Limited (Trading A/C)
Scintilla Strategic Investments Limited
Mr Guy Lance Jones (BOQ Loan A/C)
Octifil Pty Ltd
Perth Select Seafoods Pty Ltd
Miss Allison Armstrong
Invictus Capital Pty Ltd (Mail Family A/C)
Mr Mark Nasarczyk & Mr Atilla Belik
Mr Giovanni Spagnolo (Marcus Deluca A/C)
O’Connor Funds Pty Ltd (The O’Connor Super Fund A/C)
Corporate Property Services Pty Ltd (K W Share A/C)
Carpenders Park Pty Ltd (Staff Super Fund A/C)
C. Substantial shareholders
There are no substantial shareholders in the Company.
D. Voting rights
Options held
% of
issued
options
10,000,000
6,818,185
3,980,813
3,922,730
3,750,000
3,250,000
3,045,455
2,500,000
2,425,000
2,400,000
2,272,730
2,272,727
2,075,000
2,000,000
2,000,000
2,000,000
2,000,000
1,921,682
1,822,728
1,500,000
8.60
5.87
3.43
3.38
3.23
2.80
2.62
2.15
2.09
2.06
1.96
1.96
1.79
1.72
1.72
1.72
1.72
1.65
1.57
1.29
61,957,050
53.31
The voting rights attaching to each class of equity securities are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and
upon a poll each share shall have one vote.
66
White Cliff Minerals Limited
ABN 22 126 299 125
Additional information
E. Tenement schedule
Project Area
Tenement details
% Held
Laverton
Mt Remarkable
EL38/2456-7; EL38/2484; EL38/2528; EL38/605;
EL38/2702;
100-85
EL31/0865; EL31/0874; EL31/0918; EL31/0923; EL31/1015
PL31/1996-7
100
100
100
100
100
56
Ghan Well
E39/1479; EL39/1585-6;
Ironstone Range
EL38/2552; EL38/2583
Lake Johnson
EL63/1222, EL63/1264; EL63/1378; PL63/1723-29;PL63/1731
PL63/1740-42
Oakover
ELA45/3250-2
Chanach, Kyrgyz Republic
EL 590 A
67