White Cliff Minerals Limited
ABN 22 126 299 125
Annual report
for the year ended 30 June 2018
White Cliff Minerals Limited
ABN 22 126 299 125
Contents
Corporate information
Review of operations
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
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
Directors
Company secretary
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 17, 225 St Georges Terrace
Perth, WA 6000
White Cliff Minerals Limited is listed on the Australian
Securities Exchange (Shares: WCN, Options: WCNOB,
WCNOC)
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White Cliff Minerals Limited
ABN 22 126 299 125
Review of Operations
Highlights
During the year the Company successfully advanced several projects, most notably increasing the high
grade JORC Compliant gold resource at the Aucu Gold project by 60% to 2.95Mt at 5.1 g/t gold containing
484,000 ounces of gold (previously 302,000 Ounces of gold) and identifying a JORC Compliant copper
resource of 17.2 Mt at 0.37% copper containing 64,000 tonnes of copper (previously 44,380 tonnes copper).
The deposits are open along strike and at depth. Metallurgical test work indicated high gold recoveries
averaging 98% overall.
Drilling at the Company’s existing nickel-cobalt projects identified extensive residual oxide cobalt and nickel
mineralisation at both Coglia Well and Coronation Dam which are both within trucking distance to Glencore
PLC’s Murrin Murrin Nickel processing facility. Both deposits are open laterally and along strike.
Corporate
During the year the Company completed two rights issues and a placement that raised a combined $4.4
million to continue exploration on the Aucu gold deposit in the Kyrgyz Republic and the Coglia and
Coronation Dam cobalt and nickel projects in Western Australia.
Exploration Summary
White Cliff controls tenement packages in Western Australia’s Yilgarn Craton and a major gold-copper
project in Central Asia.
Central Asia
During the year 5,656 metres of reverse circulation and diamond drilling was conducted at the Aucu high
grade gold deposit in the Kyrgyz Republic (Map 2). The drilling program defined substantial high grade
mineralisation resulting in an updated resource estimate (May 2018) which increased the JORC compliant
gold resource to 2.95 Million tonnes at 5.1 g/t containing 484,000 ounces of gold representing a 60%
increase in ounces over the previous estimate. The resource estimation also identified a copper resource of
17.2 million tonnes at 0.37% copper containing 64,000 tonnes of copper.
Western Australia
In Western Australia the Company is exploring several projects with the primary focus on the Coglia Well and
Coronation Dam cobalt and nickel projects (Map 1).
Drilling identified high grade cobalt and nickel mineralisation at the Coronation Dam and Coglia Well cobalt
and nickel projects
4
White Cliff Minerals Limited
ABN 22 126 299 125
Map 1 White Cliff Minerals Limited exploration projects in Western Australia
5
White Cliff Minerals Limited
ABN 22 126 299 125
Map 2 Aucu project location with regional geology with major gold deposits illustrated
The Aucu Gold Project, Central Asia (90%)1
During the year the Company conducted the following work on the Aucu gold deposit:
5,656 metres of reverse circulation drilling
Updated JORC compliant resource estimation
Extensive soil geochemistry sampling program
In May (ASX release 29 May 2018) the Company announced an increased inferred gold resource estimate
for the Aucu gold deposit, above a cut-off grade of 1 g/t gold, of 2.95 million tonnes grading 5.1 g/t gold, for
484,000 ounces of contained gold. The new inferred resource was reported in accordance with the JORC
Code (2012) and represents a 60% increase in contained gold ounces over the previous resource reported
in April 2017.
This latest resource estimate also identified a new inferred copper resource, above a cut off grade of 0.25%
copper, of 17.2 Mt tonnes at 0.37% copper, containing 64,000 tonnes of copper. The new copper resource
represents a 46% increase in contained copper over the previous contained copper resource of 44,870
tonnes reported in April 2017.
The new gold and copper resources start at surface, have only been drilled to 100 metres vertical depth and
remain open along strike and at depth.
The reported gold resources represent less than 5% of mineralised faults identified by rock-chip sampling to
date. Approximately 95% of the mineralised faults identified by rock chip sampling are still to be drilled. The
gold bearing mineralised structures extend beyond the current resource estimate area over a length greater
than 3 kilometres and occur as multiple lodes (Figure 1). Table 1 provides a breakdown of the updated
resource estimate by area.
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 1: Location map of drilling showing Inferred gold resources (red hatch) that represent less than 5% of the
identified mineralised faults. 95% of the mineralised faults identified by rock chip sampling are still to be drilled (dashed
blue and green lines).
Table 1: Gold – Inferred Resources (reported in accordance with the JORC Code 2012)
Area
Lower Gold Zone
Upper Gold Zone
Sandstone Zone
Quartz Zone
Quartz Zone Halo
Camp Gold Zone
Eastern Gold Zone
Total
Category
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Tonnes Gold (g/t) Gold (Ounces)
1,160,000
770,000
280,000
330,000
190,000
110,000
120,000
2,950,000
148,000
116,000
102,000
65,000
11,000
30,000
11,000
484,000
4.0
4.7
11.4
6.2
1.9
8.8
2.8
5.1
The project also contains an inferred resource for the Chanach copper deposit which consists of 17.2
million tonnes grading 0.37% copper for 64,000 tonnes of contained copper (using a cut-off grade of
0.25% copper), a 46% percent increase from the 2017 resource(Table 2).
Table 2: Copper – Inferred Resources (reported in accordance with the JORC Code 2012)
Area
Quartz Zone
Chanach Porphyry
Total
Category
Inferred
Inferred
Inferred
Tonnes
700,000
16,500,000
17,500,000
Copper % Copper (tonnes)
0.51
0.36
0.37
4,000
60,000
64,000
2018 Exploration Program
Subsequent to the end of the year, exploration has recommenced with an extensive soil geochemical survey
to refine gold, copper and lead-zinc anomalies identified in 2017; and to test more of the prospective areas of
the license. Results will be available during the Decemberr quarter. Proposed exploration includes updating
the structural and geological model including completing a new 3D model, further trenching and drilling.
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White Cliff Minerals Limited
ABN 22 126 299 125
Australian Cobalt and Nickel Projects (100%)
The Company has a 100% interest in three cobalt and nickel projects in the north-eastern goldfields of
Western Australia. Substantial work has been conducted during the year and is detailed in the following
sections. All three projects are located close to multiple operating mines serviced by substantial existing
infrastructure such as roads, telecommunications, power, gas and with access to a skilled workforce. They
are all within trucking distance of Glencore’s Murrin Murrin nickel-cobalt processing plant and other proposed
processing facilities that could potentially pose an option for monetising resources.
Figure 2: Location and infrastructure map of the Coglia Well, Coronation Dam and Ghan Well cobalt projects. The area
is serviced by rail, roads, towns, airports and Glencore’s nickel processing facility at Murrin Murrin
Coglia Cobalt and Nickel Project (100%)
During the year the Company completed a 2,869m RC program at the Coglia Well cobalt and nickel project.
Results included:
20 metres at 0.1% cobalt and 0.7% nickel from 32 metres including
o 11 metres at 0.13% cobalt and 0.63% nickel from 41 metres
16 metres at 0.12% cobalt and 0.52% nickel from 40 metres including
o 12 metres at 0.13% cobalt and 0.55% nickel
17 metres at 0.11% cobalt and 1.01% nickel from 78 metres including;
o 6 metres at 0.22% cobalt 1.6% nickel
o Single metre intersections of 0.49% and 0.29% cobalt
4 metres at 0.11% cobalt, 3.20% nickel and 314ppm copper from 43 metres including;
o 3 metres at 0.12% cobalt, 3.85% nickel and 346ppm copper
Single metre cobalt grades of 0.41% and 0.36% cobalt
2 metres at 0.38% cobalt and 1.05% nickel from 65 metres
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White Cliff Minerals Limited
ABN 22 126 299 125
Multiple holes ended in mineralisation
Highly anomalous copper assays suggestive of sulphide mineralisation including;
o 23 metres at 1,024ppm (0.1%) copper from 22 metres
o 33 metres at 527ppm copper from 18 metres
Mineralised zone is 1,000 metres wide and 10-20 metres thick
The drilling identified widespread cobalt and nickel mineralisation within the regolith profile along a 5
kilometre long and 1 kilometre wide section of the Coglia ultramafic complex. The results have confirmed the
high grade of cobalt and nickel mineralisation previously identified at the Coglia Well deposit and extended
the mineralised zone to 5 kilometres long.
The drilling also identified exceptionally high nickel grades including 4 metres at 3.2% nickel including 1
metre at 4.2% nickel more usually associated with nickel-copper sulphide mineralisation. The project also
contains anomalously high copper that is also suggestive of sulphide mineralisation.
The Company anticipates conducting metallurgical test work to determine suitable processing options over
coming months prior to further drilling which will be designed to develop JORC-compliant cobalt and nickel
resources.
Figure 3: Coglia Well completed drilling draped over the geology.
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White Cliff Minerals Limited
ABN 22 126 299 125
Coronation Dam Cobalt and Nickel (100%)
During the year the Company completed a 5,000m RC program at the Coronation Dam cobalt and nickel
project. Results include:
40 metres at 0.11% cobalt and 1.04% nickel from 16 metres
o 15 metres at 0.20% cobalt and 1.1% nickel from 29 metres
20 metres at 0.27% cobalt and 0.66% nickel from 28 metres including
o 1 metre at 0.95% cobalt and 0.97% nickel from 31 metres
o 1 metre at 0.63% cobalt and 0.70% nickel from 35 metres
24 metres at 0.19% cobalt and 1.2% nickel from 8 metres
8 metres at 0.16% cobalt and 1.0% nickel from surface
56 metres at 0.06% cobalt and 0.90% nickel from 20 metres
32 metres at 0.05% cobalt and 0.80% nickel from 44 metres
4 metres at 0.24% cobalt and 1.53% nickel from 76 metres
Mineralisation up to 550 metres wide and 40 metres thick
Initial drilling results are from the central three cross sections drilled in the central part of the deposit to
confirm the historical drilling results. Extensive cobalt mineralisation was identified from surface, extends up
to a depth of 65 metres and is approximately 550 metres wide. The orebody dips at a shallow angle to the
west. Further drilling results will be released as they become available.
Once all drilling results have been received the Company anticipates conducting metallurgical test work to
determine suitable processing options prior to further drilling designed to develop JORC compliant cobalt and
nickel resources.
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White Cliff Minerals Limited
ABN 22 126 299 125
Figure 4: Location map of drilling and cobalt mineralisation at Coronation Dam located 90km southeast of Glencore’s
Murrin processing facility in Western Australia. Coloured dots represent maximum down hole cobalt grades from
historical drilling.
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White Cliff Minerals Limited
ABN 22 126 299 125
Ghan Well Cobalt and Nickel Project (100%)
During the year the Company conducted geological modelling at Ghan Well to establish the known extents
and scale of the existing cobalt intersections associated with nickel mineralisation.
The cobalt mineralisation occurs as a shallow layer of cobalt enriched manganiferous oxides that form
between the smectite clays and the overlying ferruginous clays. High grade cobalt mineralisation typically
occurs between 10-30 metres depth and is associated with nickel mineralisation. Results include:
11 metres at 0.15% Cobalt from 25 metres depth
8 metres at 0.16% Cobalt from 33 metres depth
6 metres at 0.21% Cobalt from 14 metres depth
4 metres at 0.27% Cobalt from 27 metres depth
The Ghan Well project consists of a central ultramafic sequence ranging from 800 metres to 2,100 metres
wide and 12 kilometres long surrounded by felsic and mafic volcanic rock. Due to the properties of ultramafic
lava flows, cobalt, nickel and base metals are typically concentrated towards the bottom of the lava flow.
Subsequent faulting and folding has transformed horizontal ultramafic lava flows (now rock) into sub-vertical
ultramafic rock units.
The cobalt mineralisation is closely associated with nickel mineralisation and generally occurs slightly higher
in the regolith profile. At Ghan Well there is substantial nickel mineralisation and the cobalt mineralisation
discussed above has formed from the same processes. The Company believes that the cobalt mineralisation
has the potential to be economically extractable in its own right.
Current drilling has only tested a small fraction of the mapped ultramafic unit indicating there is potential to
locate significant additional mineralisation.
Figure 5: Location map of drilling and cobalt mineralisation at Ghan Well near Laverton in Western Australia. Yellow and
green dots are historical drill hole locations.
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White Cliff Minerals Limited
ABN 22 126 299 125
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 2018. 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 - 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 13 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 during the financial year and up to the
date of this report other than the share consolidation referred to below and the rights issues and placement during
the year.
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 other than:
On 10 September 2018 the company implemented a 50:1 share consolidation. This reduced the number of
shares on issue from 3,849,586,836 to 76,991,814. The number of options and their respective exercise
prices were similarly adjusted on a 50:1 basis.
Likely developments and expected results
Additional comments on expected results of certain operations of the Group are included in the Review of
Operations.
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.
14
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Information on directors
Michael Langoulant; B Com, CA Chairman and Company Secretary
Experience and expertise
Director since 2007 with approximately 30 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
LB-Shell plc
Former directorships in the last 3 years
Property Connect Holdings Limited (2016-2017) and Nyota Minerals Limited (2005-2016)
Special responsibilities
Chairman and Company Secretary
Interests in shares and options at the date of this report
1,811,166 ordinary shares, 186,666 December 2018 options, 143,173 June 2019 options
Todd Jeffrey Hibberd; BSc, MSc, Dip Bus, MAusIMM, MAICD Managing Director
Experience and expertise
A Director since 2008 Mr Hibberd is a geologist with an extensive background in exploration, mining and mineral
economics with over 24 years in exploration, resource estimation, feasibility studies, mine development and
production management. Recent experience includes nine years as a Director of White Cliff Minerals (seven years
as Managing Director), 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
1,520,000 Ordinary shares, 160,000 December 2018 options
Rodd Boland; B Com, MBA Non-Executive Director
Experience and expertise
A Director since 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
Property Connect Holdings Limited (2015-2016)
Special responsibilities
Investor relations
Interests in shares and options at the date of this report
175,833 Ordinary shares, 3,333 December 2018 options, 10,633 June 2019 options
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White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Meetings of directors
During the financial year there were 12 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
12
12
12
Directors’ meetings
attended
12
12
12
Outstanding share options at the date of this report are as follows:
Grant Date
Date of expiry
Exercise price
Number of options
December 2015
December 2016
October 2017
October 2017
March 2018
1 December 2018
31 December 2018
31 July 2020
31July 2020
30 June 2019
$0.60
$0.65
$0.25
$0.50
$0.50
600,000
3,026,403
5,000,000
5,000,000
10,270,754
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
During the year there were 1,666,667 shares issued upon the exercise of options at $0.01.
16
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 2018. The information provided in this
remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.
The remuneration report details the remuneration arrangements for key management personnel (“KMP”) who are
defined as those persons having authority and responsibility for planning, directing and controlling the major
activities of the Company and the Group, directly or indirectly, including any director (whether executive or
otherwise) of the parent company, and includes all executives in the Parent and the Group receiving the highest
remuneration.
Key Management Personnel
(i) Directors
Michael Langoulant (Chairman)
Todd Hibberd (Managing Director)
Rodd Boland (Non-executive Director)
(ii) Executives
There were no other executives of the Company as at 30 June 2018.
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.
17
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.
Subsequent to the year ended 30 June 2018 all pre-existing performance rights issued to directors were cancelled
for no consideration in conjunction with a share consolidation.
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 2018 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.
18
White Cliff Minerals Limited
ABN 22 126 299 125
Directors’ Report
Remuneration of directors
Year ended
30 June 2018
Name
Director
M Langoulant2
T Hibberd
R Boland
Year ended
30 June 2017
Director
M Langoulant2
T Hibberd
R Boland
Salary / fees
Post-employment
benefits
Superannuation
Share-based
payments1
Total
Performance
based
remuneration
%
$
$
$
$
180,000
259,356
30,000
-
21,789
-
20,000
20,000
-
200,000
301,145
30,000
10%
6.6%
-
469,356
21,789
40,000
531,145
180,000
259,356
30,000
469,356
-
21,789
-
16,000
16,000
-
196,000
297,145
30,000
8.2%
5.4%
-
21,789
32,000
523,145
1 The assessed fair value at grant date of options (2017) and performance rights (2018) 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, Black and
Scholes pricing model that takes into account various assumptions for unlisted options and the market price of the
Company’s shares at the date of grant for performance rights.
2 Includes fees for accounting and corporate administration services paid to Lanza Holdings Pty Ltd, a company of which
Mr Langoulant is a director and shareholder, in accordance with a consultancy agreement which may be terminated by
the Company by paying 9 months of consultancy fees, or by Lanza Holdings Pty Ltd due to breach or upon 3 months’
notice.
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 Chairman and the Managing
Director. The Company may terminate these contracts on 3 months’ notice by paying 9 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:
Options – year ended 30 June 2017
Expiry date
Grant date
Exercise price
Value per right
at grant date
% Vested
December 2016
31 December 2018
$0.013
$0.002
100%
19
White Cliff Minerals Limited
ABN 22 126 299 125
Of these options 8,000,000 (160,000 post-share consolidation) were issued to M Langoulant and 8,000,000
(160,000 post-share consolidation) were issued to T Hibberd.
Performance rights - shown on a pre-share consolidation basis – year ended 30 June 2018
Performance rights carry no dividend or voting rights. When vested, each right is convertible into one ordinary
share. Performance rights issued to key management personnel as part of their remuneration are as follows:
Name
Director
M Langoulant
T Hibberd
Opening
balance
Issued during
the year1
Exercised
during the
year
Closing
balance1
11,000,000
82,500,000
(7,000,000)
86,500,000
11,000,000
82,500,000
(7,000,000)
86,500,000
R Boland
1,500,000
8,250,000
1 Subsequent to balance date all performance rights were cancelled for no consideration. The value ascribed to these
performance rights was based on the Company’s share price on the date of grant, 25 October 2017 ($0.007), however
as these rights were cancelled subsequent to balance date, no value has been expensed or included as remuneration in
the current year. 8,000,000 2015 performance rights (Tranche A) which were granted to Mr Langoulant (4,000,000) and
Mr Hibberd (4,000,000) on 30 November 2015 and included in the opening balances above, vested during the current
year. As a result, the value of these rights, being $40,000 ($0.005 per right) has been expensed during the current year
and included in the KMP remuneration above.
(1,500,000)
8,250,000
Key management personnel equity holdings - shown on a pre-share consolidation basis
2018
Director
Ordinary shares
M Langoulant
T Hibberd
R Boland
Options
M Langoulant
T Hibberd
R Boland
2017
Director
Ordinary shares
M Langoulant
T Hibberd
R Boland
Options
M Langoulant
T Hibberd
R Boland
End of remuneration report.
Balance at
beginning of
year
Net movement
during the year
Balance at the end of
year
34,651,446
40,529,379
41,001,200
34,998,800
6,260,000
2,361,667
11,833,333
2,158,656
13,000,000
(5,000,000)
666,667
(468,333)
25,651,446
34,397,736
5,260,000
9,000,000
6,603,464
1,000,000
7,666,668
10,416,668
4,166,665
2,583,332
3,250,000
(2,583,333)
75,180,825
76,000,000
8,621,667
13,991,989
8,000,000
198,334
34,651,446
41,001,200
6,260,000
11,833,333
13,000,000
666,667
20
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 22 and forms part of this directors’ report for the year ended 30 June 2018.
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 20.
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.
T Hibberd
Managing director
Perth, Western Australia
Date: 25 September 2018
21
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 2018, I declare that, to the best of my knowledge and belief, there have been no
contraventions of:
(a)
the auditor independence requirements as set out in 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
25 September 2018
L Di Giallonardo
Partner
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4 130 Stirling Street Perth WA 6000 | PO Box 8124 Perth BC WA 6849 | Telephone +61 (08) 9227 7500 | Fax +61 (08) 9227 7533
Email: mailbox@hlbwa.com.au | Website: 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 world-wide organisation of accounting firms and business advisers
22
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Comprehensive Income
For the year ended 30 June 2018
Revenue
Exploration acquisition costs written off
Exploration expenditure incurred
Foreign exchange loss
Share based payment expense
Other expenses
Loss before income tax expense
Note
2(a)
2(b)
Consolidated
2018
$
2017
$
1,949
30,905
20,000
3,416,714
-
40,000
1,805,475
-
2,523,142
10,014
32,000
1,389,764
5,282,189
3,954,920
(5,280,240)
(3,924,015)
Income tax benefit
3
-
-
Loss after income tax benefit
Net loss for the year
(5,280,240)
(3,924,015)
(5,280,240)
(3,924,015)
Other comprehensive income, net of tax
-
-
Total comprehensive loss for the year
(5,280,240)
(3,924,015)
Basic loss per share
(cents per share)
4
(0.2)
(0.2)
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
23
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Financial Position
As at 30 June 2018
Current Assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Other assets
Total Current Assets
Non-Current Assets
Plant and equipment
Exploration project acquisition costs
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Provisions
Borrowings
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
Note
Consolidated
2018
$
2017
$
6
7
8
9
10
11
12
13
447,043
104,891
-
28,758
507,116
41,519
15,300
28,758
580,692
592,693
67,968
1,489,350
131,047
1,509,350
1,557,318
1,640,397
2,138,010
2,233,090
679,541
91,473
600,000
338,350
-
100,000
1,371,014
438,350
1,371,014
438,350
766,996
1,794,740
29,771,795
412,606
(29,417,405)
25,733,309
914,399
(24,852,968)
766,996
1,794,740
The above statement of financial position should be read in conjunction with the accompanying notes.
24
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Changes in Equity
For the year ended 30 June 2018
Consolidated
Issued
capital
$
Accumulated
losses
$
Reserves
Total equity
$
$
Balance at 30 June 2016
23,238,940
(20,928,953)
882,399
3,192,386
Loss for the period
Other comprehensive
income
Total comprehensive loss for
the year
Shares issued during the
period
Share based compensation
Capital raising costs (note
12(b))
-
-
-
(3,924,015)
-
(3,924,015)
-
-
-
(3,924,015)
-
(3,924,015)
2,645,750
-
(151,381)
-
-
-
-
32,000
2,645,750
32,000
-
(151,381)
Balance at 30 June 2017
25,733,309
(24,852,968)
914,399
1,794,740
Loss for the period
Other comprehensive
income
Total comprehensive loss for
the year
Shares issued during the
period
Exercise of options
Capital raising costs - note
12(b) (cash)
Share-based payments:
directors
capital raising costs
-
-
Transfers within equity
-
-
-
(5,280,240)
-
(5,280,240)
4,419,089
16,667
(223,260)
-
(255,215)
81,205
-
-
-
-
-
715,803
40,000
255,215
(797,008)
-
-
-
-
-
-
(5,280,240)
-
(5,280,240)
4,419,089
16,667
(223,260)
40,000
-
-
Balance at 30 June 2018
29,771,795
(29,417,405)
412,606
766,996
The above statement of changes in equity should be read in conjunction with the accompanying notes.
25
White Cliff Minerals Limited
ABN 22 126 299 125
Statement of Cash Flows
For the year ended 30 June 2018
Cash flows from operating activities
Receipts from customers, government grants and
incentives
Payments to suppliers and employees
Interest expense
Interest received
Consolidated
Inflows/
(Outflows)
2018
$
Inflows/
(Outflows)
2017
$
Note
-
(1,268,221)
(89,583)
1,949
27,246
(909,707)
-
3,659
Net cash outflow from operating activities
15(a)
(1,355,855)
(878,802)
Cash flows from investing activities
Payments for plant and equipment
Payments for project acquisition
Payments for exploration and evaluation
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds from the issue of shares
Proceeds from borrowings
Repayment of borrowings
Capital raising costs
Net cash inflow from financing activities
Net decrease in cash held
Cash at the beginning of the year
-
-
(3,416,714)
(54,697)
(20,000)
(2,877,142)
(3,416,714)
(2,951,839)
4,435,757
600,000
(100,000)
(223,261)
2,549,750
100,000
-
(151,381)
4,712,496
2,498,369
(60,073)
(1,332,272)
507,116
1,839,388
Cash at the end of the year
6
447,043
507,116
The above statement of cash flows should be read in conjunction with the accompanying notes.
26
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
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.
During the financial year the Company has raised a net $4.2 million in new equity capital. Despite these
additional capital raisings, at balance date, the Company has negative working capital and the
Company’s cash flows indicate that further capital raisings will be required. The directors remain of the
view that they will be able to raise sufficient equity/debt to continue its normal operations; however there
is no certainty that this will occur.
As a result, there exists 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)
Adoption of new and revised standards
Changes in accounting policies on initial application of Accounting Standards
In the year ended 30 June 2018, 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 Group has however adopted “AASB 2015-2
Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101”
such certain specific disclosures required by Australian Accounting Standards have not been made on
the basis that the information resulting from that disclosure is not material.
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 2018, specifically AASB 9 Financial Instruments, AASB 15
Revenue from Contracts with Customers and AASB 16 Leases. As a result of this review the Directors
have determined that there is no material impact of the new and revised Standards and Interpretations
on the Group and, therefore, no change necessary to Group accounting policies.
(c)
Statement of compliance
The financial report was authorised by the Board of directors for issue on 25 September 2018.
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).
27
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
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 2018 (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.
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.
(f)
(g)
28
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
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.
29
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
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.
30
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
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 and/or vested. The fair
value is determined by using either market value or the Black and Scholes model, further details of which
are given in Note14.
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.
(n)
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.
31
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
Note 1: Statement of significant accounting policies (continued)
(o)
(p)
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.
(q)
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.
(r)
Parent entity financial statements
The financial information for the parent entity, White Cliff Minerals, disclosed in Note 20, has been
prepared on the same basis as the consolidated financial statements.
32
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
Note 2: Revenue and expenses
(a) Revenue from continuing operations
Interest received
Sundry income
(b) Expenses
Loss from ordinary activities before income tax
benefit includes the following specific expenses
(included in other expenses):
Auditor’s remuneration (Note 21)
Borrowing costs
Depreciation
Employee costs*
Interest expense
Leave provisions
* Includes all direct exploration employee costs
Note 3: Income tax
The prima facie income tax benefit on pre-tax accounting loss
reconciles with the income tax benefit in the financial
statements as follows:
Accounting loss
Income tax benefit (calculated at 27.5%)
Non-deductible expenses
Deferred tax assets not brought to account
Income tax benefit
Unrecognised deferred tax balances
The following deferred tax assets have not been brought to
account:
Deferred tax assets comprise:
Accruals
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
2018
$
2017
$
1,949
-
1,949
3,659
27,246
30,905
26,250
17,727
63,079
662,802
89,583
99,389
25,500
2,500
53,452
483,488
-
-
(5,280,240)
(3,924,015)
(1,452,066)
16,297
1,435,769
-
(1,079,104)
4,903
1,074,201
-
13,693
128,192
4,697,252
38,159
4,877,296
3,716
117,764
4,205,665
38,159
4,365,304
(31,480)
(31,480)
4,845,816
4,333,824
Deferred tax assets have not been recognised in respect of these items because it is not considered probable
that future taxable profit will be available against which the Group can utilise the benefit thereof.
33
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
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
2018
$
2017
$
(0.2)
(0.2)
Net loss for the period
The weighted average number of ordinary shares
(5,280,240)
(3,924,015)
2,881,791,622
1,737,881,925
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 2018.
2018
Revenue
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
$
1,949
1,949
-
-
Total
$
1,949
1,949
(2,829,428)
(2,450,812)
(5,280,240)
736,800
1,401,210
2,138,010
1,356,014
15,000
1,371,014
31,411
31,668
63,079
34
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
Note 5: Segment information (cont)
2017
Revenue
Other income
Interest income
Segment revenue
Segment net operating loss
after tax
Segment assets
Other segment information
Segment liabilities
Depreciation and amortisation
of segment assets
Note 6: Cash and cash equivalents
Cash at bank and on hand
Short term deposits
Australia
$
Kyrgyz
$
27,246
3,659
30,905
-
-
-
Total
$
27,246
3,659
30,905
(1,633,335)
(2,290,680)
(3,924,015)
800,212
1,432,878
2,233,090
318,220
120,130
438,350
21,785
31,667
53,452
2018
$
50,632
396,411
447,043
2017
$
216,665
290,451
507,116
(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 0.5%. These deposits have a maturity date
of less than 90 days.
Note 7: Trade and other receivables
Goods and services tax receivable
Sundry debtor
104,891
-
30,810
10,709
104,891
41,519
35
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
Note 8: Exploration project acquisition costs
Opening balance
Acquisition costs written off
Project acquisition costs
Acquisition costs in respect of areas of
interest in the exploration phase
Consolidated
2018
$
2017
$
1,509,350
(20,000)
-
1,393,350
-
116,000
1,489,350
1,509,350
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*
Accrued annual leave
* Trade payables are non-interest bearing and are normally paid on 30 day terms.
Note 10: Provisions
Provision for long service leave
Note 11: Borrowings
Short term loan from shareholder
604,377
75,164
271,102
67,248
679,541
338,350
91,473
-
600,000
100,000
600,000
100,000
This loan was for a maximum of 12 months from drawdown with interest payable quarterly in arrears at 15%
pa. The term of this loan has been extended until 31 January 2019 and the lender has the right to register a
financing statement on the Personal Property Securities Register. The Company can repay this loan at any
time with no penalty.
Movements during the year:
Opening balance
Loans received
Loans repaid
100,000
600,000
(100,000)
-
100,000
-
600,000
100,000
36
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
Note 12: Issued capital
(a) Ordinary shares issued
3,849,586,836 (2017: 1,879,477,724) ordinary
shares
Consolidated
$
2018
$
2017
29,771,795
25,733,309
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
1 July 2016
Nov 2016
Dec 2016
Jan 2017
Capital raising costs
30 June 2017
Details
Placement
Share Purchase Plan
Purchase project interest (non-
cash)
Sept -Nov 2017
Jan-Feb 2018
Mar 2018
Mar 2018
June 2018
Capital raising costs
Capital raising costs
Rights issue
Placement
Rights issue
Performance shares issued
Options exercised
Cash
Share-based payments
30 June 2018
(c) Share options
Number of
shares
1,527,511,057
200,000,000
139,966,667
Issue Price
$
$
23,238,940
1,500,000
1,049,750
0.0075
0.0075
12,000,000
0.008
96,000
(151,381)
1,879,477,724
25,733,309
939,738,862
500,000,000
513,203,583
15,500,000
1,666,667
-
-
0.002
0.002
0.003
-
0.01
1,879,478
1,000,000
1,539,611
81,205
16,667
(223,260)
(255,215)
3,849,586,836
29,771,795
Unlisted options exercisable at $0.02 on or before 31 December 2017
Unlisted options exercisable at $0.012 on or before 1 December 2018
Listed options exercisable at $0.013 on or before 31 December 2018
Listed options exercisable at $0.01 on or before 30 June 2019
Gleneagle options Series A
Gleneagle options Series B
(d) Movements in share options
Listed Options to acquire ordinary fully paid shares at $0.01 on or before
30 June 2019:
Beginning of the financial year
Issued during year
Exercised during year
Balance at end of financial year
Number of options
2018
2017
-
30,000,000
151,322,223
513,536,916
250,000,000
250,000,000
1,094,859,139
202,850,001
30,000,000
151,322,223
-
-
-
384,172,224
-
515,203,583
(1,666,667)
513,536,916
-
-
-
-
37
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
Note 12: Issued capital (cont)
Listed Options to acquire ordinary fully paid shares at $0.013 on or before
31 December 2018:
Beginning of the financial year
Issued during year
Balance at end of financial year
Unlisted Options to acquire ordinary fully paid shares at $0.02 on or before
31 December 2017:
Beginning of the financial year
Expired during year
Balance at end of financial year
Unlisted Gleneagle Series A Options to acquire ordinary fully paid shares
at $0.005 on or before 31 July 2020:
Beginning of the financial year
Issued during year
Balance at end of financial year
Unlisted Gleneagle Series B Options to acquire ordinary fully paid shares
at $0.01 on or before 31 July 2020:
Beginning of the financial year
Issued during year
Balance at end of financial year
Listed Options to acquire ordinary fully paid shares at $0.012 on or before
1 December 2018:
Beginning of the financial year
Issued during year
Balance at end of financial year
Number of options
2018
2017
151,322,273
-
-
151,322,273
151,322,273
-
202,850,001
(202,850,001)
202,850,001
-
-
202,850,001
-
250,000,000
250,000,000
-
250,000,000
250,000,000
-
-
-
-
-
-
30,000,000
-
30,000,000
-
30,000,000
30,000,000
38
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
Note 13: Reserves
Option issue reserve (a)
Share compensation reserve (b)
Opening balance
Share based expense for year
Capital raising expense
Transferred to equity
Transferred to retained losses
Closing balance
Consolidated
2018
$
125,391
789,008
40,000
255,215
(81,205)
(715,803)
287,215
2017
$
125,391
757,008
32,000
-
-
-
789,008
412,606
914,399
(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 14.
Note 14: 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 year:
Type
Number
Grant date
Expiry Date
Exercise
price $
Fair value
2014 Rights – Tranche B
7,500,000
16/12/2014
31/12/2017
2015 Rights – Tranche A
8,000,000
30/11/2015
31/12/2017
2015 Rights Tranche B
8,000,000
30/11/2015
31/12/2018
-
-
-
$41,2051
$40,0001
40,0002
2016 Options
16,000,000
23/12/2016
31/12/2018
0.013
$32,0003
Gleneagle Series A
Options
Gleneagle Series B
Options
2017 Performance
rights
250,000,000
10/1/18
31/7/2020
0.005
$182,6254
250,000,000
10/1/18
31/7/2020
0.01
$70,5904
173,500,000
25/10/2017
31/12/2020
-
$542,0622
29/3/2018
2,000,000
June 2019 Options
1 The fair value of the performance rights was based on the Company’s share price at the date of grant. The fair value of the 2014 Rights –
Tranche B was expensed in previous periods. The fair value of the 2015 Rights – Tranche A was expensed in the current period.
2 No fair value is required to be expensed upon the grant of these performance rights as it was not considered probable that the vesting
conditions of these rights would be met.
3 The fair value of the equity-settled listed options was estimated using the initial bid price for these options on the first day these options
were quoted for trading upon ASX.
4 The Gleneagle unlisted options were granted in respect to Gleneagle’s underwriting of the 2017 Rights Issue. These options have been
valued using a Black & Scholes option pricing model using the following inputs – spot price at date of issue $0.006; exercise prices -
$0.005 - $0.01; interest rate 1.88%; volatility 100%; discount for lack of marketability 30%; and discount for vesting hurdles 50% - 60%.
30/6/2018
$2,0003
0.01
39
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
Note 15: 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
(5,280,240)
(3,924,015)
Consolidated
2018
$
2017
$
Depreciation
Share based payment expense
Exploration expenditure treated as
exploration investment activity
Exploration acquisition costs written off
Foreign exchange movements
(Increase) / decrease in trade and other
receivables
(Increase) / decrease in prepayments
Increase / (decrease) in trade and other
payables
Increase / (decrease) in provisions
63,079
40,000
3,416,714
20,000
-
(63,372)
15,300
333,275
99,389
53,452
32,000
2,877,142
-
10,014
(5,413)
(5,300)
59,843
23,475
Net cash outflow from operating activities
(1,355,855)
(878,802)
b) Non-cash financing and investing activities
During the year ended 30 June 2017 the Company issued 12,000,000 ordinary shares to acquire an additional
interest in the Chanach project.
Note 16: Commitments and contingencies
Exploration expenditure commitments
In order to maintain rights of tenure to its Australian located mineral tenements, the Company is required to
outlay certain amounts in respect of rent and minimum expenditure requirements set by the Western Australian
State Government Mines Department. The Group’s commitments to meet this minimum level of expenditure are
approximately $756,000 (2016: $766,000) 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 guarantor to an office lease under which its remaining exposure through to the end of the
lease in June 2019 is approximately $44,000.
40
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
Note 17: Key management personnel disclosures
(a) Directors
At the date of this report the directors of the Company are:
M Langoulant – 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
2018
$
469,356
21,789
40,000
2017
$
469,356
21,789
32,000
531,145
523,145
Detailed remuneration disclosures of directors and key management personnel are included in the
Remuneration Report forming part of the Directors’ Report.
Note 18: Interest in jointly controlled operation
The Company owns 90% of Chanach LLC which is the joint venture company that holds the Chanach gold-copper
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.
41
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
Note 19: 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
PB Partners Malaysia Limited
Australia
Australia
Australia
Malaysia
Chanach LLC
Kyrgyz Republic
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2018
%
100
100
100
100
90
2017
%
100
100
100
100
90
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 gold-copper project (2017: 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 9 months of consultancy fees.
Lanza may terminate the agreement due to breach or upon 3 months’ notice.
Note 20: Parent Entity Disclosures
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Borrowings
Total liabilities
Net assets
Equity
Issued capital
Accumulated losses
Reserves
Total equity
Financial performance
Loss for the year
Other comprehensive income
Total comprehensive loss
30 June 2018
$
30 June 2017
$
447,043
1,690,967
2,138,010
771,014
600,000
1,371,014
592,693
1,640,397
2,233,090
338,350
100,000
438,350
776,996
1,794,740
29,771,795
(29,417,405)
412,606
25,733,309
(24,852,968)
914,399
766,996
1,794,740
(5,280,240)
-
(3,924,015)
-
(5,280,240)
(3,924,015)
42
White Cliff Minerals Limited
ABN 22 126 299 125
Notes to the financial statements
For the year ended 30 June 2018
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
Total auditor’s remuneration
Note 22: Events after the balance date
Consolidated
2018
$
2017
$
26,250
26,250
-
25,500
25,500
-
26,250
25,500
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:
On 10 September 2018 the company implemented a 50:1 share consolidation. This reduced the number of
shares on issue from 3,849,586,836 to 76,991,814. The number of options and their respective exercise
prices were similarly adjusted on a 50:1 basis.
43
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 2018 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 2018.
This declaration is signed in accordance with a resolution of the Board of Directors.
T Hibberd
Managing director
Perth, Western Australia
25 September 2018
44
Independent Auditor’s Report to the Members of White Cliff Minerals Limited
REPORT ON THE AUDIT OF THE FINANCIAL REPORT
Opinion
We have audited the financial report of White Cliff Minerals Limited (“the Company”) and its controlled
entities (“the Group”), which comprises the consolidated statement of financial position as at 30 June
2018, 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, and notes to the financial
statements, including a summary of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
a) giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its financial
performance for the year then ended; and
b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (“the Code”) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1(a) in the financial report, which indicates that a material uncertainty exists
that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material Uncertainty
Related to Going Concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4 130 Stirling Street Perth WA 6000 | PO Box 8124 Perth BC WA 6849 | Telephone +61 (08) 9227 7500 | Fax +61 (08) 9227 7533
Email: mailbox@hlbwa.com.au | Website: 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 world-wide organisation of accounting firms and business advisers
45
Key Audit Matter
How our audit addressed the key audit matter
Carrying value of exploration project acquisition
costs
(Note 8 in the financial report)
The Group has capitalised exploration project
acquisition costs of $1,489,350 as at 30 June
2018 in relation to its Australian and Kyrgyz
Republic projects.
Our audit procedures determined that the
carrying value of exploration and evaluation
was a key audit matter as it was an area which
required the most audit effort, required the most
those charged with
communication with
governance and was determined to be of key
importance
financial
the users of
statements.
the
to
Our procedures included but were not limited
to:
We obtained an understanding of the key
processes associated with management’s
the
review of
capitalised exploration project acquisition
costs;
the carrying value of
We considered the Directors’ assessment
of potential indicators of impairment;
We obtained evidence that the Group has
current rights to tenure of its areas of
interest;
We examined the exploration budget for
the year ending 30 June 2019 and
discussed with management the nature of
planned ongoing activities;
We reviewed additions to exploration
expenditure during the year;
We enquired with management, reviewed
ASX announcements and minutes of
Directors’ meetings to ensure that the
Group had not decided to discontinue
exploration and evaluation at any of its
areas of interest; and
We examined the disclosures made in the
financial report.
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2018, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and
for such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or
error.
46
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with Australian Auditing Standards will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our auditor’s report. However, future events or conditions may cause the Group to cease to
continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in
a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
47
REPORT ON THE REMUNERATION REPORT
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June
2018.
In our opinion, the Remuneration Report of White Cliff Minerals Limited for the year ended 30 June
2018 complies with section 300A of the Corporations Act 2001.
Responsibilities
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.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
25 September 2018
L Di Giallonardo
Partner
48
White Cliff Minerals Limited
ABN 22 126 299 125
Additional information
The shareholder information set out below was applicable as at 18 September 2018.
A. Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
1
5,000
5,001 10,000
10,001 100,000
100,001 and over
There were 1,823 holders of less than a marketable parcel of ordinary shares.
B. Equity security holders
Twenty largest quoted equity security holders – ordinary shares
Class of equity security
Ordinary shares
1,202
431
794
134
2,561
462
Name
JAYTU PTY LTD
COMEC NOMINEESPTY LTD
ROOKHARP INVESTMENTS PTY LIMITED
MR JOSEPHUS JEFFREY VERHEGGEN
MS NICOLE GALLIN + MR KYLE HAYNES
JUNIOR JAY PTY LTD
WEST RESCUE PTY LTD
LANZA HOLDINGS PTY LTD
AVELA ASSET MANAGEMENT PTE LTD
CORP ADMIN RESOURCES PTY LTD
TERRA AQUA PTY LTD
SPINITE PTY LTD
MR MICHAEL PETRUS HENDRIKS + MRS SALLY JANE
HENDRIKS
PERSHING AUSTRALIA NOMINEES PT Y LTD
TERRA AQUA PROPRIETARY LIMITED
MR JIM SBOUNIAS
MR JOHN MCGREGOR SKINNER
ROOKHARP INVESTMENTS PTY LIMITED
THE PURPLE ONION PTY LTD
MR ANTHONY GLASS + MRS JANE ELIZABETH GLASS
Ordinary
shares held
% of
issued
shares
2,229,000
1,818,506
1,700,000
1,500,000
1,200,000
1,080,000
1,030,667
936,783
891,375
881,129
860,000
740,000
736,492
667,001
660,000
640,000
640,000
608,333
600,000
560,000
2.90
2.36
2.21
1.95
1.56
1.40
1.34
1.22
1.16
1.14
1.12
0.96
0.96
0.87
0.86
0.83
0.83
0.79
0.78
0.73
358,013,240
25.95
49
White Cliff Minerals Limited
ABN 22 126 299 125
Additional information
Twenty largest quoted equity security holders – 31 December 2018 options
Name
MR NEVILLE JOHN MANHIRE
MR DENNIS LOH
FIRST INVESTMENT PARTNERS PTY LTD
MR MARTIN FRANCIS O'DONNELL + MRS SUSAN
LORETTA O'DONNELL
LANZA HOLDINGS PTY LTD
TERRA AQUA PTY LTD
MR PAUL STEVENSON + MRS SUSAN STEVENSON
DANFORTH INTERNATIONAL PTY LTD
MR ANDREW JOHN IGO
MR DAVID SCOTT BATES
FREDERICK JOHN MCKAY PTY LTD
MICHAEL HENDRIKS + SALLY HENDRIKS
CALDER RETIREMENT HOLDINGS P/L
MR CAMERON MCPHIE
MR BENJAMIN JOHN CORLETT
PETARD PTY LTD
MR TROY ASHLEY RETHUS
MR GEOFFREY WAYNE FURLONG
BEENYUP HOLDINGS PTY LTD
MR GARY PETER IRESON
Options held
% of
issued
options
246,000
213,333
209,988
180,000
173,333
160,000
116,000
102,667
93,333
68,333
50,000
46,667
42,222
42,222
40,000
40,000
40,000
29,820
26,667
26,667
8.13
7.05
6.94
5.95
5.73
5.29
3.83
3.39
3.08
2.26
1.65
1.54
1.40
1.40
1.32
1.32
1.32
0.99
0.88
0.88
1,947,252
64.34
50
White Cliff Minerals Limited
ABN 22 126 299 125
Twenty largest quoted equity security holders – 30 June 2019 options
Name
MS NICOLE GALLIN + MR KYLE HAYNES
J P MORGAN NOMINEES AUSTRALIA LIMITED
SOCIAL INVESTMENTS PTY LTD
PLAN-1 PTY LTD
M2 ASSETS PTY LTD
MR MICHAEL SOUCIK + MRS HEATHER SOUCIK
MAHE INVESTMENTS PTY LTD
ROOKHARP INVESTMENTS PTY LTD
JATHRO PTY LTD
MRS ZI JUAN QI
SARTO PTY LTD
BROADCOOLA NOMINEES PTY LTD
LANZA HOLDINGS PTY LTD
MERRIBROOK SUPER PTY LTD
MICHAEL HENDRIKS + SALLY HENDRIKS
GRANDALP PTY LTD
MR DARON KINLEY
MR NEVILLE JOHN MANHIRE
NOOKAMKA HOLDINGS PTY LTD
MR BENJAMIN JAMES OPIE
C. Substantial shareholders
There are no substantial shareholders in the Company.
D. Voting rights
Options held
% of
issued
options
1,000,000
625,000
400,000
346,667
333,333
323,833
304,844
291,667
200,000
200,000
200,000
140,000
134,090
133,333
111,167
103,333
100,000
100,000
100,000
100,000
9.74
6.09
3.89
3.38
3.25
3.15
2.96
2.84
1.95
1.95
1.95
1.36
1.31
1.30
1.08
1.01
0.97
0.97
0.97
0.97
5,246,267
51.08
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.
51
White Cliff Minerals Limited
ABN 22 126 299 125
Additional information
E. Tenement schedule
Project Area
Tenement details
% Held
Laverton
EL39/1833
Mt Remarkable
EL31/1101
Ghan Well
E39/1479;
Ironstone Range
Lake Johnson
EL38/2484; EL38/2552; EL38/2690;
EL38/2693; EL38/2847-8; EL38/2877
EL63/1988-9; EL63/1222; EL63/1264; EL63/1716
EL63/1793; EL63/1861
Red Flag
EL39/1585;
Chanach, Kyrgyz Republic
PL 590 A
100
100
100
100
100
100
90
52