White Cliff Minerals Limited
ABN 22 126 299 125
Annual report
for the year ended 30 June 2015
White Cliff Minerals Limited
ABN 22 126 299 125
Contents
Corporate information
Operations report
Directors’ report
Auditor’s independence declaration
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
Level 11, 172 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: WCNOA)
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White Cliff Minerals Limited
ABN 22 126 299 125
Operations Report
Highlights
Maiden JORC 2012 compliant Mineral Resource estimate completed for Aucu gold deposit and
Chanach copper deposit in Central Asia:
o
o
Inferred resource of 1.15Mt at 4.2 g/t gold for 156,000 ounces of contained Gold
Inferred resource of 10Mt at 0.41% Copper for 40,000 tonnes of contained Copper
o Substantial growth potential confirmed with the resource remaining open along strike and at
depth for both deposits
o 2015 Drilling program has potential to significantly increase contained gold resource at Aucu
Nickel Sulphide targets identified on the basal contact of a mafic-ultramafic intrusion near Laverton,
Western Australia
o Conductors are associated with the margins of highly magnetic units and are coincident with
strong nickel-copper anomalies identified at surface from soil geochemistry
o Position of bedrock conductors and geological setting is similar to the Nova-Bollinger nickel
discovery
o Company receives drill funding grant of up to $150,000 for nickel targets
Corporate
During the year the Company received a research and development tax refund of $261,000, issued a
$500,000 USD convertible note and completed a rights issue that raised $739,745. These funds were
applied to continued exploration on the Aucu gold deposit in the Kyrgyz republic and the Merolia nickel
project in Western Australia.
Exploration Summary
White Cliff Minerals Ltd (White Cliff) 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.
Central Asia
During the year reverse circulation drilling discovered the Aucu high grade gold deposit at the Chanach
project in the Kyrgyz Republic (Map 2). A 3,037 metre reverse circulation drilling program identified
extensive high grade mineralisation including: 19 metres at 6 g/t gold, 6 metres at 8.6 g/t gold, 6 metres at
13.1 g/t gold and multiple other intersections at similar grades. In March 2015 mining consultants Optiro
calculated a maiden Inferred resource for the Aucu gold deposit of 1.15 Million tonnes at 4.2 g/t gold
containing 156,000 ounces of gold. Mineralisation starts at surface is open along strike at either end and at
depth below the drilling.
Mining consultants Optiro also calculated an inferred mineral resource for the Chanach Copper deposit
which consists of 10 million tonnes at 0.41% copper containing 40,000 tonnes of Copper.
Western Australia
In Western Australia the Company is exploring several projects with the primary focus on the Merolia nickel
project (Map 1).
Multiple phases of soil geochemistry at the Merolia nickel and copper project have identified four major nickel
soil anomalies at the McKenna and Rotorua prospects. Detailed electromagnetic surveys (EM) at the
McKenna and Coglia prospects detected five basement conductors beneath the soil anomalies that occur
along the basal contacts of mafic-ultramafic intrusions. The Company has received a government drilling
grant of up to $150,000 to test the conductors at the McKenna Prospect for nickel sulphide mineralisation.
Statutory government approvals have been granted to drill all five conductors.
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White Cliff Minerals Limited
ABN 22 126 299 125
Kelly Well
Merolia
Ironstone
Coglia Well
Bremer Range
Map 1 White Cliff Minerals Limited exploration projects
Kilometres
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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.
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White Cliff Minerals Limited
ABN 22 126 299 125
The Chanach Copper – Gold Project, Central Asia (88.7%)
During the year a 3,037 metre reverse circulation drilling program at the Aucu high grade gold deposit in the
Kyrgyz Republic (Map 1) identified extensive high grade mineralisation including: 19 metres at 6 g/t gold, 6
metres at 8.6 g/t gold, 6 metres at 13.1 g/t gold and multiple other intersections at similar grades.
In March 2015 mining consultants Optiro calculated a maiden Inferred Resource for the Aucu gold deposit of
1.15 Million tonnes at 4.2 g/t gold containing 156,000 ounces of gold at a gold cut-off grade of 1 g/t.
Mineralisation starts at surface is open along strike at either end and at depth below the drilling. The
resource summary is detailed in Table 1.
Area
LGZ
UGZ
Total
Category
Inferred
Inferred
Inferred
Tonnes
685,000
467,000
1,152,000
Grade (g/t)
3.62
5.06
4.20
Gold (Ounces)
80,000
76,000
156,000
Mining consultants Optiro also calculate an inferred mineral resource for the Chanach Copper deposit which
consists of 10 million tonnes at 0.41% copper containing 40,000 tonnes of copper at a cut-off grade of 0.25%
copper.
Area
Chanach
Category
Inferred
Tonnes
10,000,000
Copper (%)
0.41
Copper (Tonnes)
40,000
The Company commenced its 2015 field exploration program in April. Exploration has been initially focussed
on extending the foot print of the inferred resource at the Aucu gold deposit.
Field work immediately discovered two new mineralised zones interpreted to be extensions of the Aucu gold
deposit. The zones comprise of a 12 metres wide shear zone flanked by a 7 metre wide subsidiary structure
and a smaller two metre wide structures (Figure 1).
Several promising rock samples from the surface of the widest zone were crushed and panned with two
samples yielding small particles of visible gold. The mineralised zones are orientated NW-SE (320 degrees)
and occur 600 metres east of the upper gold zone (UGZ). It is too early to determine if these zones are part
of the UGZ but if so would increase the known length of the UGZ to over 1,000 metres.
In addition, a new mineralised zone has been discovered 300 metres south of the existing Aucu Gold
resource. The new zone termed the southern gold zone (SGZ) has been trenched and samples collected.
Rock samples for the surface of this zone have been crushed and panned on site and contain small particles
of visible gold. The Company has now identified three major mineralised systems, each extending over 2,500
metres and each containing visible gold at surface in more than one location.
Magnetic Survey
Preliminary survey data has been collected over the main mineralised zones and has identified detailed
structures that will improve drill targeting (Figure 2). The survey covers approximately 15 square kilometres
and has successfully identified extensions to both the UGZ and LGZ as well as a new mineralised zone
further south.
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White Cliff Minerals Limited
ABN 22 126 299 125
Eastern Gold Zone
12 metres wide
7 metres wide
2 metres wide
Assays pending
Aucu Gold Deposit
156,000 Ounces
1.15Mt at 4.2 g/t gold
Southern gold zone
Assays pending
Figure 1 Location of new mineralised zones, 600 metres east of the Aucu gold deposit
Aucu Gold Deposit
156,000 Ounces
1.15Mt at 4.2 g/t gold
Figure 2 Completed magnetic data over existing Aucu gold deposit.
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White Cliff Minerals Limited
ABN 22 126 299 125
Merolia Nickel-Copper and Gold Project (100%)
Extensive exploration has been undertaken over the Merolia Nickel-Copper project during the year. Several
soil sampling campaigns identified several areas with anomalous nickel concentration associated with the
basal contact of ultramafic units. Follow up electromagnetic surveys identified several strong conductors at
the McKenna prospect on the basal contact of the Diorite Hill mafic-ultramafic intrusion in a similar geological
setting to the recently discovered Nova and Bollinger nickel deposits.
The Company applied for and received a WA Government grant of up to $150,000 under the auspices of the
Exploration Incentive Scheme to assist with drilling costs for the three compelling massive nickel sulphide
targets identified at the McKenna nickel prospect 15km East of Laverton, Western Australia (Figure 3).
The Company also identified two additional strong conductors on the basal contact of the Colgia ultramafic
intrusion. These conductors are adjacent to historical drilling that identified nickel laterite mineralisation
above the intrusion. Specific holes contained extremely high levels of copper (up to 963 ppm) near the shear
zones within the intrusion in association with elevated nickel sulphide pathfinder elements platinum and
palladium.
The margins of a layered mafic Intrusion and the feeder conduit are considered highly favourable positions
for the concentration of massive nickel sulphides. The conductors are also associated with the margins of
highly magnetic units and are coincident with very strong nickel-copper soil anomalies where the conductor
is projected to surface.
McKenna Prospect
3 nickel sulphide targets
Coglia Prospect
2 nickel sulphide targets
Figure 3 The geological plan of the 771km² Merolia Project showing magmatic nickel-copper sulphide prospects lode
gold prospects and the locations of the current geophysical surveys
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 4 Electromagnetic conductors Identified at the McKenna prospect (Merolia project) near Laverton WA that may
represent nickel sulphide accumulations.
Figure 5 Cross section the McKenna MC01 nickel sulphide target showing interpreted geology and planned drilling.
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 6 Cross section the McKenna MC02S nickel sulphide target showing interpreted geology and planned drilling.
Figure 7 Plan of the Colgia ultramafic complex showing conductive plates over a Reduced to poles magnetic image.
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 8 Cross section of the Coglia CC01N nickel sulphide target showing interpreted geology and planned drilling.
Laverton Gold Project (100%)
Exploration at the Laverton gold project during the year consisted of a first pass Rotary Air Blast (RAB)
drilling program at the Red Flag prospect 35km Southwest of Laverton, Western Australia(Figure 9).
Red Flag West
Drilling intersected multiple zones of gold mineralisation at the Red Flag prospect. Drilling identified gold
mineralisation and associated alteration and quartz veining, sulphides, limonite and goethite in the target
zones which are typically associated with Archaean lode gold mineralisation. Mineralisation is open along
strike and at depth and requires further drilling. Results include:
Hole_ID
RFRB077
within
RFRB079
Within;
RFRB081
RFRB082
RFRB009
RFRB025
From
20
20
20
20
32
40
28
20
To
24
28
24
34
43
48
32
24
Interval (m)
4
8
4
14
11
8
4
4
Gold (g/t)
1.33
1.08
1.01
0.65
0.48
0.43
0.98
1.02
Planned drilling only partially completed due to challenging ground conditions which are typical of
mineralised systems throughout the North-eastern Goldfields of WA. Given the highly anomalous results
further drilling is currently being planned to establish the scale and tenor of the mineralised system.
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White Cliff Minerals Limited
ABN 22 126 299 125
Red Flag West
Red Flag East
Figure 9 Regional geology showing mineralised trends covering Red Flag East and Red Flag West.
Red Flag East
The Red Flag East anomaly extends over 2 km and with highly anomalous intersections returned within
quartz veining in a felsic volcanic unit in two structurally unique zones. Results include:
Hole_ID
RFRB009
RFRB025
From
28
20
To
32
24
Interval (m)
4
4
Gold (g/t)
0.98
1.02
Both zones are open along strike and at depth and further drilling is being planned.
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White Cliff Minerals Limited
ABN 22 126 299 125
Trend of gold anomalism
11m at 0.48 g/t Gold
4m at 1.3 g/t gold
4m at 1.0 g/t gold
Figure 10 Red Flag West RAB drilling with significant intersections labelled over regional 500K geology.
Trend of gold anomalism
4 metres at
1.0 g/t gold
Figure 11 Red Flag East RAB drilling with significant intersections labelled over regional 500K geology.
4 metres at
1.0 g/t gold
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White Cliff Minerals Limited
ABN 22 126 299 125
Project Background
The Laverton gold project consists of 136 square kilometres of tenement applications in the Laverton
Greenstone belt. The core prospects are Kelly Well and Red Flag prospects located 35km southwest of
Laverton in the centre of the structurally complex Laverton Tectonic zone 25km northwest of the Granny
Smith Gold Mine (3 MOz) and Wallaby Gold Mines (8 MOz).
The Red Flag prospect consists of a series of strongly deformed mafic and felsic volcanics with banded iron
and sediment units. Mineralisation is associated with shear zones running along contacts between units and
along cross cutting faults which are responsible for the deposition of the 3 million ounce Mt Morgan’s deposit.
In general the fault structures at Red Flag are related to the regional fault system responsible for the
deposition of the 8 MOz Wallaby and 7 MOz Sunrise Dam gold deposits.
Bremer Range Nickel Project (100%)
Exploration at the Bremer Range Project during the year included:
Soil geochemistry at Lake Percy Prospect;
RC drilling at Bremer range prospect and;
A review of all previous geophysical survey information by the Company’s consultants Newexco.
Lake Percy Nickel Prospect (100%)1
The Company completed a 220 sample infill and extension soil sampling program in January 2014 covering
the western limb of the western ultramafic unit. The sampling was carried out to investigate a 2 kilometre
long zone where previous sparse sampling identified strongly elevated levels of coincident nickel and copper
(Figure 12). Recent drilling (2013) at the southern limit of this zone identified 32 metres at 0.83% nickel, 226
ppm copper and 176 ppm cobalt from 24 metres (LPRC007) mainly within the weathered ultramafic
regolith profile.
Several geochemical ratios were evaluated with the Kambalda ratio (Ni/Cr*Cu/Zn) identifying a strong
anomaly immediately North of the recent drilling (Figure 12). The Kambalda ratio identifies areas high in
Nickel and Copper but low in Chrome and Zinc. These areas can host massive nickel sulphides and warrant
further exploration. The Company has also identified three zones with highly anomalous Nickel and Copper
values along the basal contact that also require follow up work (Figure 13). In general the western ultramafic
unit has had little exploration and the drilling that has been completed has been widely spaced (lines 600m
apart) shallow RAB drilling that has not tested the ultramafic unit at depth.
The Companies geophysical consultants Newexco are currently reviewing the geophysics over the western
ultramafic unit to evaluate if more powerful EM is warranted. The Company will plan further work based on
the results of the review in conjunction with the highly favourable geochemistry.
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White Cliff Minerals Limited
ABN 22 126 299 125
High priority Nickel sulphide
drill targets (red circles)
Figure 12 Lake Percy soil sampling showing highly anomalous nickel/chrome*copper/zinc (Kambalda) ratios >5 (pink
dots) along the basal contact. White bullseyes are existing RAB drill holes at 600m spacing
Strong Nickel-Copper
anomalies on basal
contact (blue circles)
Figure 13 Lake Percy soil sampling showing high nickel and copper values along the basal contact highlighting 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
The Bremer Range Prospect (100%)
The Bremer Range prospect contains a 15 kilometre long section of the central ultramafic unit that hosts the
Maggie Hays and Emily Anne nickel deposits further north (Figure 15). Extensive historical geochemistry and
shallow drilling has identified extensive nickel mineralisation in the regolith profile with several areas’ also
containing highly anomalous copper and platinum-palladium values.
During the year the Company completed a 1,100 metre reverse circulation (RC) drilling program at the Lake
Johnston nickel project in Western Australia.
Drilling intersected disseminated pyrrhotite (iron sulphide) and chalcopyrite (copper sulphide) zones with
associated quartz veining in hole GLRC008 explaining Conductor 2. The mineralisation occurs on the fault
contact between basalt and ultramafic rock. The fault contact has acted as a conduit for hydrothermal fluids
from volcanic activity that has generated quartz veining and wall rock alteration over 8 metres that contains
anomalous levels of copper and base metals. Results include 4m at 0.23% Copper within 8 metres at 0.16%
copper.
Holes GLRC002 (conductors 7-9) and GLRC004 (Conductor 4) failed to intersect EM conductors at the
target depths. The Company is currently reviewing the geophysical data to establish if the modelled
conductors are deeper than interpreted. Further drilling may be required to fully test these targets.
Two holes (GLRC006 and GLRC009) were drilled to test a strong surface nickel-copper-platinum-palladium
soil anomaly. These holes intersected nickel-copper-zinc-bismuth mineralisation in the regolith profile.
Results for GLRC009 included 12 metres at 1.0% Nickel, 300ppm Copper, 0.16% Zinc, 18ppm Bismuth and
17ppb Platinum + Palladium including one metre at 2.0% Nickel, 235 ppm Copper, 0.15% Zinc and 58ppm
Bismuth.
Results for GLRC006 included 4 metres at 1.06% nickel, 0.9% Chrome, 225 ppm Copper, 0.21% Zinc and
84ppm Bismuth.
The drill-hole intersections occur at the weathering front between the oxidised regolith and the transitional
regolith suggesting that weathering processes have contributed to the concentration of metals. However, the
level of anomalism of Nickel, Copper, Bismuth, Zinc and Platinum/Palladium suggests a primary magmatic
process generated the mineralisation. The Company is considering further drilling to test down dip of the
mineralisation.
Geophysical Review
A review of all historical geophysics was undertaken and revealed that two historical surveys covering the
basal contact of the ultramafic sequence (the primary position for the deposition of nickel sulphides) were
only effective down to 120 metres depth.
The two existing nickel mines (Maggies Hays and Emily Anne - 14Mt at 1.82% nickel) adjacent to the Bremer
Range project occur at depths greater than 200 metres.
The surveys indicate that approximately 25 kilometres of basal ultramafic contact is effectively un-tested for
nickel sulphide deposits below 120 metres depth in the primary nickel sulphide accumulation zone.
The Company is currently planning ground electromagnetic surveys that will test the basal contact for nickel
sulphide accumulations down to a depth of 400 metres.
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White Cliff Minerals Limited
ABN 22 126 299 125
GLRC002 targeting
Conductors 7-9
GLRC006 and GLRC009
targeting Ni-Cu-Pt-Pd soil
anomaly
GLRC008 targeting
Conductor 2
GLRC004 targeting
Conductor 4
Figure 14 Mt Glasse location map showing detailed conductors (red hatched) and completed drill holes
Figure 15 Bremer Range Nickel project showing prospective basal contact in red.
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White Cliff Minerals Limited
ABN 22 126 299 125
Project Background
The Bremer Range Nickel project is located 350km south-east of Perth and 250km north of the southern
coastal town of Esperance. The project covers approximately 130 square kilometres in the Lake Johnson
Greenstone Belt and consists of several leases covering the southern (Bremer Range) and northern (Lake
Percy) extensions of the mine sequence that hosts two existing nickel sulphide deposits.
Figure 16 Bremer Range location map showing tenement holdings, mine locations and the location of the Bremer
Range and Lake Percy prospects.
Mt Remarkable Gold Project (100%)
During the year two substantial and several minor gold nuggets have been recovered from the Mt
Remarkable gold project in the Northern goldfields of Western Australia. The two nuggets are 248 grams
and 310 grams (8 and 10 Ounces) respectively and at the current Australian gold price ($1,512/Oz) are
worth approximately $27,000. The nuggets were recovered by a local prospector operating under a tribute
agreement with the Company.
Figure 17 Nuggets recovered from the vicinity of the Mt Remarkable South prospect
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White Cliff Minerals Limited
ABN 22 126 299 125
The nuggets area associated with quartz reefs that trend NNW (320 degrees) within felsic and mafic schists.
Gold mineralisation is generated by ore fluids reacting with the iron rich mafic rocks either side of the quartz
vein. Mineralisation is generally restricted to the margins of the quartz reef and within fractures in the
bounding mafic rocks. Large nuggets can form in the adjacent soils via capillary action where the water or
water vapour can carry tiny amounts of gold through the soil to the water evaporation interface. As the water
evaporates, gold is left behind and can accumulate into nuggets.
The area where the gold nuggets were located has had minor previous exploration including two trenches
and surface sampling. The quartz reef has not been tested and the Company will conduct further exploration
to assess the potential for substantial gold deposition.
Figure 18 Geophysical magnetic image showing location of historical workings with associated quartz reefs and the
location of the gold nuggets recovered east of the Mt Remarkable South prospect.
Other Projects
No significant field work was undertaken on the Company’s other projects during the year.
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 2012 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.
The Information in this report that relates to mineral resources is based on information compiled by Mr Ian Glacken, who is a Fellow of
the Australasian Institute of Mining and Metallurgy. Mr Glacken is a full time employee of Optiro Pty Ltd. Mr Glacken 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 2012 edition of the `Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves (the JORC Code)`. Mr Glacken 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 2015. 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 20 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 except for:
In July 2015 the Company issued 7,694,972 ordinary shares at an issue price of $0.007 being the
conversion of US$40,000 of convertible notes into ordinary shares
In August 2015 the Company arranged the placement of 37,564,856 ordinary shares at an issue price of
$0.0077 to raise $289,033 in working capital. This issue included the conversion of US$30,000 of
convertible notes into ordinary shares.
In September 2015 the Company arranged the placement of 20,569,893 ordinary shares at an issue price
of $0.007 to raise $141,964 in working capital. This issue included the conversion of US$30,000 of
convertible notes into ordinary shares.
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 25 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
Former directorships in the last 3 years
Luiri Gold Ltd
Special responsibilities
Chairman and co-Company Secretary
Interests in shares and options at the date of this report
13,651,446 ordinary shares; 4,166,668 11 March 2017 options; 6,000,000 performance rights
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 five years as Managing Director of White Cliff Minerals, 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
18,397,736 ordinary shares; 4,666,668 11 March 2017 options; 6,000,000 performance rights
Rodd Boland; B Com, MBA Non-Executive Director
Experience and expertise
Appointed in February 2010, 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
1,260,000 ordinary shares; 2,250,000 11 March 2017 options; 3,000,000 performance rights
Co-Company Secretary
Brooke White has been co-company secretary of White Cliff since February 2010. Ms White holds business
administration and financial services qualifications with over 12 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 7 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
7
7
7
7
7
7
Outstanding share options at the date of this report are as follows:
Grant Date
May 2014
Date of expiry
Exercise price
Number of options
11 March 2017
$0.03
102,050,017
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 (Audited)
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 2015. 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 (Executive Chairman)
Todd Hibberd (Managing Director)
Rodd Boland (Non-executive Director)
(ii) Executive
There were no other executives of the Company as at 30 June 2015.
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.
24
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.
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.
Performance based remuneration
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 and performance rights to key personnel.
During the year ended 30 June 2015, the Company issued 15,000,000 performance shares to directors (refer note
13). During the year ended 30 June 2014, the Company issued 7,500,000 Options exercisable at $0.03 on or
before 11 March 2017 to directors.
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 2015 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 comprise the directors of the Company who have the authority and
responsibility for planning, directing and controlling the activities of the Group. Given the size and nature of the
Group, there are no other employees who are required to have their remuneration disclosed in accordance with the
Corporations Act 2001.
25
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Remuneration of directors
Year ended
30 June 2015
Name
Director
M Langoulant2
T Hibberd
R Boland
Year ended
30 June 2014
Director
M Langoulant2
T Hibberd
R Boland
Salary / fees
$
Post-employment
benefits
Superannuation
$
Share-based
payments1
$
Total
$
165,000
229,356
52,500
446,856
120,000
175,749
36,000
331,749
-
21,789
-
21,789
8,191
8,191
4,095
20,477
173,191
259,336
56,595
489,122
-
14,611
-
14,611
2,500
3,000
2,000
7,500
122,500
193,360
38,000
353,860
1 The assessed fair value at grant date of options and performance rights granted to directors is included in key
management personnel remuneration above and expensed in the statement of comprehensive income over the vesting
period of the options. Fair values at grant date are determined using market value for listed options or a Black and
Scholes pricing model that takes into account various assumptions as detailed in Note 13.
2 Includes fees for accounting and corporate administration services to a company of which he is a director and
shareholder.
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. The Company may terminate these contracts on 3 months’ notice by paying 12 months fees.
Share-based compensation
D
The terms and conditions of options and performance rights granted affecting remuneration in the current or a
future reporting period are as follows:
Performance rights
Grant date
Expiry date
Exercise price
16 December 2014
50% - 31 Dec 2016
50% - 31 Dec 2017
-
-
Value per right
at grant date
$0.005
$0.005
% Vested
100%
Nil
26
White Cliff Minerals Limited
ABN 22 126 299 125
Performance rights carry no dividend or voting rights. When vested, each right is convertible into one ordinary
share. Performance rights were issued during the year in relation to key management personnel as part of their
remuneration are as follows:
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
-
-
-
6,000,000
6,000,000
3,000,000
-
-
-
6,000,000
6,000,000
3,000,000
3,000,000
3,000,000
1,500,000
Name
Director
M Langoulant
T Hibberd
R Boland
50% of the performance rights vested upon the Company declaring its maiden JORC compliant gold and
copper resources in March 2015. The remaining 50% of performance rights only vest if the Company
achieves a market capitalisation of in excess of $15 million for a period of at least 10 consecutive trading
days before 31 December 2017.
Key management personnel equity holdings
Net movement
during the year
Balance at the end of
year
2015
Director
Ordinary shares
M Langoulant
T Hibberd
R Boland
Options
M Langoulant
T Hibberd
R Boland
Performance rights
M Langoulant
T Hibberd
R Boland
2014
Director
Ordinary shares
M Langoulant
T Hibberd
R Boland
Options
M Langoulant
T Hibberd
R Boland
Balance at
beginning of
year
8,955,156
15,497,736
1,010,000
4,696,290
2,900,000
250,000
8,848,488
(4,681,820)
9,666,668
(5,000,000)
3,250,000
(1,000,000)
-
-
-
6,000,000
6,000,000
3,000,000
5,621,822
6,047,964
510,000
3,333,334
9,449,772
500,000
5,681,820
3,166,668
6,500,000
3,166,668
2,000,000
1,250,000
13,651,446
18,397,736
1,260,000
4,166,668
4,666,668
2,250,000
6,000,000
6,000,000
3,000,000
8,955,156
15,497,736
1,010,000
8,848,488
9,666,668
3,250,000
End of remuneration report.
27
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
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 29 and forms part of this directors’ report for the year ended 30 June 2015.
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. Details of non-audit services
are outlined in Note 21.
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
Date: 10 September 2015
28
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 2015, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
10 September 2015
N G Neill
Partner
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533.
Email: hlb@hlbwa.com.au. Website: http://www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of
International, a worldwide organisation of accounting firms and business advisers.
29
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Comprehensive Income
For the year ended 30 June 2015
Other income
Exploration expenditure incurred
Foreign exchange loss
Project acquisition costs written off
Share based payment expense
Other expenses
Loss before income tax expense
Note
2(a)
8
Consolidated
2015
$
2014
$
50,065
25,347
1,618,269
34,470
-
20,477
1,082,371
921,067
-
249,679
7,500
824,681
2,755,587
2,002,927
(2,705,522)
(1,977,580)
Income tax benefit
3
261,361
351,513
Loss after income tax benefit
Net loss for the year
(2,444,161)
(1,626,067)
(2,444,161)
(1,626,067)
Other comprehensive loss/(income), net of tax
-
-
Total comprehensive loss for the year
(2,444,161)
(1,626,067)
Basic loss per share
(cents per share)
4
(0.5)
(0.7)
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
30
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Financial Position
As at 30 June 2015
Current Assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total Current Assets
Non-Current Assets
Exploration project acquisition costs
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Borrowings
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
Note
Consolidated
2015
$
2014
$
6
7
8
9
10
11
12
455,797
29,578
28,758
1,002,094
396,498
28,758
514,133
1,427,350
1,393,350
1,393,350
1,393,350
1,393,350
1,907,483
2,820,700
201,383
520,864
219,390
-
722,247
219,390
722,247
219,390
1,185,236
2,601,310
17,830,104
902,876
(17,547,744)
16,822,494
882,399
(15,103,583)
1,185,236
2,601,310
The above statement of financial position should be read in conjunction with the accompanying notes.
31
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Changes in Equity
For the year ended 30 June 2015
Consolidated
Issued
capital
$
Accumulated
losses
$
Reserves
Total equity
$
$
Balance at 1 July 2013
14,464,160
(13,477,516)
874,899
1,861,543
Loss for the period
Other comprehensive
income
Total comprehensive loss for
the year
Shares issued during the
period
Capital raising costs (note
11(b))
Share based compensation
-
-
-
(1,626,067)
-
(1,626,067)
2,440,316
(81,982)
-
2,358,334
-
-
-
-
-
-
-
-
-
7,500
(1,626,067)
-
(1,626,067)
2,440,316
(81,982)
7,500
7,500
2,365,834
Balance at 30 June 2014
16,822,494
(15,103,583)
882,399
2,601,310
Loss for the period
Other comprehensive
income
Total comprehensive loss for
the year
Shares issued during the
period
Capital raising costs (note
11(b))
Share based compensation
-
-
-
(2,444,161)
-
(2,444,161)
1,094,696
(87,086)
-
1,007,610
-
-
-
-
-
-
-
-
-
20,477
(2,444,161)
-
(2,444,161)
1,094,696
(87,086)
20,477
20,477
1,028,087
Balance at 30 June 2015
17,830,104
(17,547,744)
902,876
1,185,236
The above statement of changes in equity should be read in conjunction with the accompanying notes.
32
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Cash Flows
For the year ended 30 June 2015
Cash flows from operating activities
Receipts from government grants and incentives
Payments to suppliers and employees
Interest received
Consolidated
Inflows/
(Outflows)
2015
$
Inflows/
(Outflows)
2014
$
Note
656,738
(772,937)
7,648
-
(554,437)
22,823
Net cash outflow from operating activities
18(a)
(108,551)
(531,614)
Cash flows from investing activities
Loans and convertible notes received
Payments for other assets
Payments for project acquisitions
Payments for exploration and evaluation
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds from the issue of shares
Capital raising costs
Net cash inflow from financing activities
Net increase/(decrease) in cash held
Cash at the beginning of the year
Foreign exchange movements
520,864
-
-
(1,931,750)
-
(26,234)
(90,000)
(1,160,625)
(1,410,886)
(1,276,859)
1,074,718
(67,108)
1,701,900
(81,982)
1,007,610
1,619,918
(511,827)
(188,555)
1,002,094
1,190,649
(34,470)
-
Cash at the end of the year
6
455,797
1,002,094
The above statement of cash flows should be read in conjunction with the accompanying notes.
33
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
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. The Directors note that as at 30 June
2015 there was a deficit of working capital of $208,114 and the Company incurred net cash outflows from
operating activities of $108,551.
Since 30 June 2015 the Company has raised $430,997 in working capital, converted USD100,000 worth
of convertible notes and repaid the short term loan through the issue of shares. At the date of this report
the Company has USD165,000 of convertible notes on issue.
Notwithstanding this, the Directors believe that the Company will need to raise additional working capital
to progress the Company’s exploration activities.
As a result of these matters, there is a material 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)
Adoption of new and revised standards
Changes in accounting policies on initial application of Accounting Standards
In the year ended 30 June 2015, 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 2015. 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 10 September 2015.
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).
34
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 1: Statement of significant accounting policies (continued)
(d)
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 2015 (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.
(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
either market value or using a Black and Scholes model using the assumptions contained in Note 13.
(f)
(g)
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.
35
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 1: Statement of significant accounting policies (continued)
(h)
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.
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 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.
36
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 1: Statement of significant accounting policies (continued)
(i)
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
(j)
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.
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.
(k)
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.
37
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 1: Statement of significant accounting policies (continued)
(l)
(m)
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 either market value or the Black and Scholes model, further details of which are
given in Note 13.
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).
(o)
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.
38
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 1: Statement of significant accounting policies (continued)
(p)
(q)
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.
(r)
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.
(s)
Parent entity financial statements
The financial information for the parent entity, White Cliff Minerals, disclosed in Note 19, has been
prepared on the same basis as the consolidated financial statements.
39
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 2: Revenue and expenses
(a) Revenue from continuing operations
Other revenue
Tribute production share of gold
Interest received
Government drilling grants
(b) Expenses
Loss from ordinary activities before income tax
expense includes the following specific
expenses:
Auditor’s remuneration
Borrowing costs
Employee costs*
* Includes all direct exploration employee costs
Consolidated
2015
$
2014
$
-
7,648
42,417
2,524
22,823
-
24,800
53,782
435,937
30,050
-
348,539
40
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
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
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 (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
Consolidated
2015
$
2014
$
(2,705,522)
(1,977,580)
(811,656)
(593,274)
4,903
1,954
84,745
99,288
141,330
202,174
319,317
289,858
(261,361)
(351,513)
(542)
-
68,780
3,416,684
38,159
3,523,082
6,072
30,483
61,220
3,244,898
38,159
3,380,832
(31,480)
(31,480)
3,491,602
3,349,352
Deferred tax assets have not been recognised in respect of these items because it is not that future taxable
profit will be available against which the Group can utilise the benefit thereof.
(c) Income tax benefit not recognised directly in
equity during the year
Share issue costs
38,943
32,486
41
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
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
2015
$
2014
$
(0.5)
(0.7)
Net loss for the period
The weighted average number of ordinary shares
(2,444,161)
(1,626,067)
493,584,925 222,517,148
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 2015.
2015
Revenue
Government drilling grants
Interest income
Segment revenue
Segment net operating loss
after tax
Segment assets
Other segment information
Segment liabilities
Depreciation and amortisation
of segment assets
Australia
$
Kyrgyz
$
42,417
7,648
50,065
-
-
-
Total
$
42,417
7,648
50,065
(1,034,219)
(1,409,942)
(2,444,161)
619,066
1,288,417
1,907,483
(711,047)
(11,200)
(722,247)
-
-
-
42
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2014
Note 5: Segment information (cont)
2014
Revenue
Gold produced
Interest income
Segment revenue
Segment net operating
after tax
loss
Segment assets
Other
segment
Segment liabilities
Depreciation and amortisation
of segment assets
information
Note 6: Cash and cash equivalents
Cash at bank and on hand
Short term deposits
Australia
$
Kyrgyz
$
2,524
22,823
25,347
-
-
-
Total
$
2,524
22,823
25,347
(870,883)
(755,184)
(1,626,067)
1,532,283
1,288,417
2,820,700
(195,542)
(23,848)
(219,390)
-
-
-
Consolidated
2015
$
2014
$
1,493
454,304
455,797
-
1,002,094
1,002,094
(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 0.3% and 1.5%. These deposits have a maturity date
of no more than 90 days.
Note 7: Trade and other receivables
Goods and services tax receivable
Other receivables – Research and
development tax refund
Interest receivable
29,578
43,536
-
-
351,513
1,449
29,578
396,498
43
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 8: Exploration project acquisition costs
Opening balance
Project acquisition costs
Project acquisition costs written off
Acquisition costs in respect of areas of
interest in the exploration phase
Consolidated
2015
$
2014
$
1,393,350
-
-
814,612
828,417
(249,679)
1,393,350
1,393,350
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.
Note 9: Trade and other payables
Trade payables and accruals*
Provisions
* Trade payables are non-interest bearing and are normally paid on 30 day terms.
Note 10: Borrowings
Short term loan*
Convertible notes**
138,379
63,004
153,834
65,556
201,383
219,390
174,800
346,064
520,864
-
-
-
* Short term loan from major shareholder - fully repaid post year end by an issue of shares (Refer Note 20)
** In October 2014 the Company entered into a convertible note facility and was advanced USD500,000 under
this facility. As at year end there remains USD265,000 in USD1 convertible notes each convertible into
ordinary shares at a 20% discount to the 5 day average VWAP, subject to ancillary terms and by no later than
8 October 2015.
44
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 11: Issued capital
(a) Ordinary shares issued
586,169,855 (2014: 449,049,614) ordinary
shares
Consolidated
$
2015
$
2014
17,830,104
16,822,494
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
March 2014
May 2014
May 2014
May 2014
Capital raising costs
30 June 2014
Details
Placement
Placement
Share Purchase Plan
Project acquisition
Oct 2014 - June 2015 Convertible note conversions
Oct 2015
Feb 2015
April – June 2015
Convertible note fees
Entitlement issue
Entitlement issue shortfall
Capital raising costs
30 June 2015
(c) Share options
Listed options exercisable at $0.03 on or before 11 March 2017
Listed options exercisable at $0.06 on or before 30 September 2014
(d) Movements in share options
Issue Price
$
0.009
0.009
0.009
0.01
Number of
shares
186,107,947
18,610,000
114,690,000
55,800,000
73,841,667
-
449,049,614
36,968,927
1,757,840
86,468,474
11,925,000
0.007-0.0084
0.013
0.008
0.008
-
$
14,464,160
167,490
1,032,210
502,200
738,416
(81,982)
16,822,494
289,969
17,578
691,749
95,400
(87,086)
586,169,855
17,830,104
Number of options
2015
2014
102,050,017
-
102,050,017
102,050,017
116,227,300
218,277,317
Listed Options to acquire ordinary fully paid shares at $0.06 on or before
30 September 2014:
Beginning of the financial year
Expired during year
Balance at end of financial year
116,227,300
(116,227,300)
116,227,300
-
-
116,227,300
45
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 11: Issued capital (cont)
Listed options to acquire ordinary fully paid shares at $0.03 on or before
11 March 2017:
Beginning of the financial year
Issued during year
Balance at end of financial year
Note 12: Reserves
Option issue reserve (a)
Share compensation reserve (b)
Number of options
2015
2014
102,050,017
-
-
102,050,017
102,050,017
102,050,017
Consolidated
2015
$
125,391
777,485
2014
$
125,391
757,008
902,876
882,399
(a)
(b)
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 13.
46
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 13: Share based payments
Share based payments consists of options and performance rights 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 and rights. The following share-based payment arrangements were in place during
the current and prior years:
Type
Options
Options
Number
Grant date
Expiry Date Exercise price $
Fair value
10,000,000
7,500,000
2/11/2012
19/5/2014
30/9/2014
11/3/2017
0.06
0.03
$158,660*
$7,500**
16/12/2014
16/12/2014
31/12/2016
31/12/2017
7,500,000
Rights – Tranche A
7,500,000
Rights – Tranche B
Fair value of options/rights granted
* The fair value of the equity-settled share options was estimated using the Black and Scholes model taking into
account the terms and conditions upon which the options were granted. The holders of these options did not
realise any value/profit from these options which have now lapsed.
** The fair value of the equity-settled share options was estimated using the initial bid price for these options on
the first day these options were quoted for trading upon ASX. This method provides the most accurate estimate
of the value of these options.
*** The fair value of the performance rights was estimated using the Black and Scholes model taking into
account the terms and conditions upon which the rights were granted.
$40,703***
$41,205***
-
-
The actual value of these options/rights 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/right
Exercise price
Grant date share
price
Discount for lack
of marketability
December
2014
November
2012
-
100%
-
90%
2.5%
2.55%
Until expiry
23 months
$0.001
$0.009
$0.06
$0.053
33%
33%
The expected life of the option/rights 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 option/rights
was discounted to account for the existence of continuity of employment vesting conditions, non-transferability
and the un-listed aspect of the employee option/rights. No other features of option/rights granted were
incorporated into the measurement of fair value.
47
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 14: 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 2015, 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 $11,700 (2014: $4,840) lower as a result of higher interest income on
cash and cash equivalents. If interest rates dropped on average – 50 basis points then the Group may not have
earned any interest income which would have increased the Group’s after tax loss by $7,650 (2014: $4,840).
48
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 14: 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.
2015
Financial assets
Cash and cash equivalents – non - interest
bearing
Cash and cash equivalents – interest bearing
Trade and other receivables
Financial liabilities
Trade and other payables
Provisions
Borrowings
2014
Financial assets
Cash and cash equivalents – non - interest
bearing
Cash and cash equivalents – interest bearing
Trade and other receivables
Financial liabilities
Trade and other payables
Provisions
Weighted
Average
Interest
Rate
Less than
1 month
1-3
months
3 months
– 1 year
5 + years
n/a
1,493
0.33%
n/a
n/a
n/a
0%
454,304
29,579
485,376
-
174,800
174,800
-
-
-
-
-
-
-
-
138,379
-
-
138,379
-
63,005
346,064
409,069
n/a
-
2.35% 1,002,094
396,498
1,398,592
n/a
-
-
-
-
-
-
-
-
n/a
n/a
-
-
-
153,834
-
153,834
-
65,556
65,556
-
-
-
-
-
-
-
-
-
-
-
-
-
The directors consider that the carrying value of the financial assets and financial liabilities are recognised in
the consolidated financial statements approximate their fair values.
49
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 15: 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 $615,000 (2014: $707,000) 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.
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 $14,250.
Note 16: 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
2015
$
2014
$
446,856
21,789
20,477
489,122
331,749
14,611
7,500
353,860
Detailed remuneration disclosures of directors and key management personnel are in pages 24 to 27 of this
report.
50
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 17: 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
Petrus Resources Pty Ltd
Venture Exploration Pty Ltd
PBP Malaysia Limited
Chanach LLC
Australia
Australia
Australia
Malaysia
Kyrgyz Republic
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2015
%
100
100
100
98.5
88.7
2014
%
100
100
100
98.5
88.7
There were no transactions between White Cliff Minerals Limited and its controlled entities during the financial year
other than loan funds advanced to the Chanach LLC re the Chanach copper-gold project (2014: nil).
The Company has entered into a consultancy agreement with Lanza Holdings Pty Ltd, an entity associated with
Michael Langoulant, for services including accounting and corporate administration. Annual fees payable to Lanza
are $150,000 plus GST. The Company may terminate the agreement by paying 12 months of consultancy fees.
Lanza may terminate the agreement due to breach or upon 3 months’ notice.
Note 18: 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 after income tax
(2,444,161)
(1,626,067)
Consolidated
2015
$
2014
$
Share based payment expense
Exploration expenditure and employee costs
treated as exploration investment activity
Mining tenement acquisition costs written off
Foreign exchange movements
(Increase) / decrease in trade and other
receivables
Increase / (decrease) in trade and other
payables
Increase / (decrease) in provisions
Net cash outflow from operating activities
20,477
7,500
1,931,750
-
34,470
1,160,625
249,679
-
366,919
(359,914)
(15,455)
(2,551)
8,060
28,503
(108,551)
(531,614)
b) Non-cash financing and investing activities
During the year the Company issued 1,757,840 ordinary shares in payment of borrowing fees in relation to the
USD convertible note facility secured during the year. Refer note 10.
51
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 19: Parent Entity Disclosures
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Total liabilities
Net assets
Equity
Issued capital
Accumulated losses
Reserves
Total equity
Financial performance
Loss for the year
Other comprehensive income
Total comprehensive loss
Note 20: Events after the balance date
30 June 2015
$
30 June 2014
$
514,133
1,393,350
1,907,483
1,427,350
1,393,350
2,820,700
722,247
722,247
219,390
219,390
1,185,236
2,601,310
17,830,104
(17,547,744)
902,876
16,822,494
(15,103,583)
882,399
1,185,236
2,601,310
(2,444,161)
-
(1,626,067)
-
(2,444,161)
(1,626,067)
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, other than:
In July 2015 the Company issued 7,694,972 ordinary shares at an issue price of $0.007 being the
conversion of US$40,000 of convertible notes into ordinary shares
In August 2015 the Company arranged the placement of 37,564,856 ordinary shares at an issue price of
$0.0077 to raise $289,033 in working capital. This issue included the conversion of US$30,000 of
convertible notes into ordinary shares and the full repayment of the period end short term loan of
$174,800.
In September 2015 the Company arranged the placement of 20,569,893 ordinary shares at an issue price
of $0.007 to raise $141,964 in working capital. This issue included the conversion of US$30,000 of
convertible notes into ordinary shares.
52
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2015
Note 21: 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
2015
$
2014
$
24,800
24,800
24,800
24,800
4,000
5,250
28,400
30,050
Note 22: Interest in jointly controlled operation
The Company owns 88.7% of Chanach LLC which is the joint venture company that holds the Chanach
copper and gold exploration tenement in Kyrgyz Republic.
Apart from owning this mineral tenement Chanach LLC does not hold any other material assets. All known
Chanach LLC liabilities are accrued as liabilities of the parent company. As a result it is not considered
necessary to consolidate Chanach LLC into the Group’s accounts as it will not show a position that is
materially different.
The Group has no capital commitments or guarantees in relation to funding Chanach LLC.
53
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 2015 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 2015.
This declaration is signed in accordance with a resolution of the Board of Directors.
MJ Langoulant
Chairman
Perth, Western Australia
10 September 2015
54
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 2015, 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 Group 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.
55
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 Group’s financial position as at 30 June 2015 and of its
performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001;
and
(b)
the financial report also complies with International Financial Reporting Standards as disclosed
in Note 1(c).
Emphasis of Matter
Without modifying our opinion, we draw attention to Note 1(a) which indicates that the continuing
viability of the Group, 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.
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, 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.
Report on the Remuneration Report
We have audited the remuneration report included in the directors’ report for the year ended 30 June
2015. 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
2015 complies with section 300A of the Corporations Act 2001.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
10 September 2015
N G Neill
Partner
56
White Cliff Minerals Limited
ABN 22 126 299 125
Additional information
The shareholder information set out below was applicable as at 31 July 2015.
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 384 holders of less than a marketable parcel of ordinary shares.
B. Equity security holders
Twenty largest quoted equity security holders – ordinary shares
Name
MR ANDY IGO
MR MARK ANDREW TKOCZ
HEBEI MINING (AUSTRALIA) PTY LTD
TERRA AQUA PROPRIETARY LIMITED
MS CHRISTINA LANGOULANT
TERRA AQUA PTY LTD
MR JIM SBOUNIAS
R & C AUSTRALIA PTY LTD
NOVWOOD HOLDINGS PTY LTD
TENBAGGA RESOURCES PTY LTD
MR PAUL BARRETT
MR JOHN PHILIP HOY
JAYTU PTY LTD
TECHNICA PTY LTD
HAMPSHIRE AUTOMOTIVE CENTRE PTY LTD
PEGGIE REINDLER
MRS ASPASIA LEKOPOULOS & MR ALEXANDER
LEKOPOULOS
JB TORO PTY LTD
BERNE NO 132 NOMINEES PTY LTD <224266 A/C>
JAMBER INVESTMENTS PTY LTD
Class of equity security
Ordinary shares
29
25
73
394
462
983
Ordinary
shares held
160,000,000
17,487,407
16,400,000
% of
issued
shares
26.94
2.94
2.76
9,545,349
7,474,169
7,352,387
7,000,000
6,818,185
6,000,000
5,416,667
5,000,000
5,000,000
5,000,000
4,664,584
4,445,000
4,155,059
4,143,250
4,125,000
4,000,000
3,750,000
1.61
1.26
1.24
1.18
1.15
1.01
0.91
0.84
0.84
0.84
0.79
0.75
0.70
0.70
0.69
0.67
0.63
287,777,057
48.46
57
White Cliff Minerals Limited
ABN 22 126 299 125
Additional information
Twenty largest quoted equity security holders – 11 March 2017 options
Name
MR MARK ANDREW TKOCZ
JOMOT PTY LTD
SOUTHERN TERRAIN PTY LTD
TERRA AQUA PROPRIETARY LIMITED
MR WARREN STEPHEN FOSTER
M & K KORKIDAS PTY LTD
MR WAFA MUHAMMAD IQBAL
LANZA HOLDINGS PTY LTD
CITY CORP PTY LTD
LAWRENCE CROWE CONSULTING PTY LTD
MR JAIME LAI
MR DAVID WAYNE AUSTIN + MRS CHRISTINA YIT
LING AUSTIN
J&T ANOGIANAKIS PTY LTD
MR RODD BOLAND
ADGEMIS HOLDINGS PTY LTD
MRS MARIA RONTZIOKOS + MR FOTIOS
RONTZIOKOS
BLU BONE PTY LTD
MR MARK JOHN BAHEN + MRS MARGARET PATRICIA
BAHEN
INSYNC EQUITY SERVICES PTY LTD
MR GRAHAM ROBERT FOREMAN
Options held
10,000,000
5,656,555
5,000,000
3,833,334
3,810,335
3,677,406
3,500,000
3,333,334
3,000,000
2,830,000
2,803,334
2,500,000
2,363,065
2,250,000
2,000,000
2,000,000
1,500,001
1,500,000
1,500,000
1,250,000
% of
issued
options
9.80
5.54
4.90
3.76
3.73
3.60
3.43
3.27
2.94
2.77
2.75
2.45
2.32
2.20
1.96
1.96
1.47
1.47
1.47
1.22
64,307,364
63.02
C. Substantial shareholders
There are no substantial shareholders in the Company other than:
Mr A Igo . 26.94%
D. Voting rights
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.
58
White Cliff Minerals Limited
ABN 22 126 299 125
Additional information
E. Tenement schedule
Project Area
Tenement details
% Held
Laverton
EL38/2484; EL38/2702
100
Mt Remarkable
EL31/1015
Ghan Well
E39/1479;
Ironstone Range
EL38/2552; EL38/2693; EL38/2727; EL38/2847-49;
EL38/2877
Lake Johnson
EL63/1222, EL63/1264; EL63/1708
Irwin Hills
Red Flag
EL39/1833
EL39/1585-6; EL39/5262-63
Chanach, Kyrgyz Republic
EL 590 A
100
100
100
100
100
100
88.7
59