ABN: 87 145 011 178 2015 Annual Report 2015 Annual Report 2015 Annual Report Corporate Directory & Contents Corporate Directory Board of Directors Mr Thomas Sanders Mr Mark Edwards Mr Michael Kitney Executive Chairman Non-Executive Director Non-Executive Director Auditors Rothsay Chartered Accountants Level 1, 4 Ventnor Avenue West Perth, Western Australia 6005 Senior Management Mr Alastair Barker Miss Michelle Simson Manager Corporate Exploration Manager Affairs/Company Secretary Solicitors Steinepreis Paganin Level 4, 16 Milligan Street Perth, Western Australia 6000 Principal Place of Business & Registered Office 12 Walker Avenue West Perth, Western Australia 6005 +61 8 9226 3666 +61 8 9226 3668 Tel: Fax: Email: breaker@breakerresources.com.au Website: www.breakerresources.com.au ABN 87 145 011 178 Front & Inside Cover Photos: Aircore Drilling at the Lake Roe Project Share Registry Advanced Share Registry Services 110 Stirling Highway Nedlands, Western Australia 6009 Tel: Fax: Website: www.advancedshare.com.au +61 8 9389 8033 +61 8 9262 3723 Securities Exchange Listing in Breaker Shares and Partly Paid Shares Resources NL are quoted on ASX Limited (codes: BRB and BRBCA). The Home Exchange is Perth, Western Australia. Contents Chairman’s Letter ____________________________________________________________________________________________ 2 Review of Activities __________________________________________________________________________________________ 3 Tenement Schedule ________________________________________________________________________________________12 Directors’ Report ____________________________________________________________________________________________13 Auditor’s Independence Declaration ______________________________________________________________________23 Statement of Profit or Loss and Other Comprehensive Income ___________________________________________24 Statement of Financial Position _____________________________________________________________________________25 Statement of Changes in Equity ____________________________________________________________________________26 Statement of Cash Flows ___________________________________________________________________________________27 Notes to the Financial Statements __________________________________________________________________________28 Directors’ Declaration ______________________________________________________________________________________47 Independent Audit Report _________________________________________________________________________________48 ASX Additional Information _________________________________________________________________________________50 2015 Annual Report 1 Chairman’s Letter Dear Fellow Shareholder, The 2014/15 year has been a tough one for the resource sector in general and for explorers in particular. Despite this, Breaker is having success with its strategy of applying innovative geochemical techniques to find large new gold systems concealed by transported cover in Western Australia’s Eastern Goldfields Superterrane. Recent reconnaissance drilling identified a significant new gold system at the Company’s 100%-owned Lake Roe Gold Project, 100km east of Kalgoorlie. The aircore drilling intersected significant oxide gold mineralisation, with a best intersection of 4m at 7.38g/t in a zone of 20m @ 1.93g/t Au, in two separate zones up to 5km long. Twenty percent of the drill holes ended in anomalous mineralisation, defining cohesive zones of gold, silver and tungsten-bearing alteration up to 300m wide, consistent with a gold system of scale. The Lake Roe Project has good access, is situated along strike from two major gold deposits, and has an exceptional geological setting with low levels of historical exploration. Due to the wide drill hole spacing of the initial drill program (80m to 160m), intersections are too isolated in space to establish geometry. A 6,400m aircore drill program of infill and extensional drilling of the Lake Roe and Claypan mineralised structures has recently commenced with the main aim of clarifying the geometry, continuity and extent of oxide mineralisation. A secondary aim of the drilling is to map out the 2D geochemistry of the oxide/bedrock interface, to lay the foundation for follow-up RC and diamond drilling to test the primary zone. These developments are exciting. If the current drilling at Lake Roe can establish continuity and geometry in the oxide zone, where significant shallow, “free dig” oxide mineralisation has already been identified, Breaker will have a discovery and potential for a significant re-rating of the Company. During the year, Breaker also had very encouraging results at its Duketon North Gold Project. An orientation soil survey on a new tenement application situated along strike from the 2.7Moz Moolart Well gold deposit identified a coherent soil anomaly that extends over a distance of 4km and a width of 1.2km. The anomaly coincides with a thick dolerite unit adjacent to a deep-penetrating shear with known mineralisation. The potential for a significant gold discovery in this area is tangible and follow-up exploration is planned after the tenement application is granted. Large-scale soil anomalies and strategic targets identified on the Company’s other projects, such as the Dexter and Kurrajong Projects, remain highly prospective but are higher risk due to the presence of thicker transported cover. To manage this risk, Breaker’s forward strategy is one of selective drilling of high priority gold targets to generate near-term discovery, such as the Lake Roe and Duketon North Projects, and strategic joint venture to accelerate exploration in other areas where a longer term financial commitment is necessary to advance to potential discovery. In closing, I would like to thank our committed team for their professionalism and dedication. I would also like to thank our suppliers and other business partners. Finally, I take this opportunity to thank you, our fellow shareholders, for your ongoing and long-term support. Yours sincerely Tom Sanders Chairman 2 Breaker Resources NL Review of Activities Review of Exploration Activities Breaker Resources NL (Breaker) is a Perth based gold explorer with a significant tenement holding in WA’s Eastern Goldfields Superterrane, a proven world class gold province. The Company’s exploration strategy focuses on the use of modern geochemical techniques to locate large new greenfields gold systems in lightly explored, under-cover terrains near major crustal faults, a known prerequisite for large gold deposits in the area. Breaker’s main focus, and most advanced near-term discovery target, is the Lake Roe Gold Project where a large new gold system was identified subsequent to the 2014/15 financial year. Multiple, large, drill-ready targets are also present on all of the Company’s other projects, several of which are situated along strike from substantial gold deposits. Exploration Licence E28/2515 at the Lake Roe Project was granted in May 2015 and in August 2015 the Company completed a reconnaissance aircore drilling program that identified a large new gold system. Breaker has since expanded the footprint of the project to an overall area of 556km2 and is currently undertaking a 6,400m aircore program that targets discovery by establishing continuity of significant shallow oxide mineralisation that has already been identified. Breaker’s second near-term discovery target is at the Duketon North Project. The potential of this area crystallised in the June 2015 quarter following an orientation soil survey on a new tenement application situated along strike from the Moolart Well gold deposit. The survey identified a 4km-long gold-in-soil anomaly associated with anomalous molybdenum, arsenic, copper and lead that may represent a fault-displaced continuation of the Moolart Well mine sequence. Follow-up exploration is planned once the tenement application is granted. Figures 1 & 2: Lake Roe (L) and Laverton Area (R) Projects’ Location Plans 2015 Annual Report 3 Review of Activities Aircore drilling at the Dexter Project returned encouraging results but a longer term approach is needed to unlock the potential of the regional-scale soil anomalies identified to date. Exploration on the Kurrajong, Attila West and Mt Gill Projects was more limited however these projects host highly prospective drill targets and will be considered for joint venture where advantageous to progress exploration and manage risk. Exploration and research and development activities in the reporting period included aircore drilling, soil sampling (conventional and auger), rock chip sampling, geological mapping and environmental rehabilitation. In addition, extensive data analysis of both historical and Company exploration results was undertaken to improve understanding of geological setting, geochemistry and hydrogeology and further advance Breaker’s R & D project. Lake Roe Gold Project The Lake Roe Project is located 100km east of Kalgoorlie, 35km north of the 0.9Moz Karonie gold deposit and 60km south-southeast of the 3.5Moz Karari-Carosue Dam gold deposits. As at the date of this report, it comprises one granted tenement and five applications with an overall area of 556km2. The main target is high-grade gold mineralisation hosted an 800m-thick fractionated dolerite situated in a domal geometry between two major shear zones in an area of shallow cover (typically 5m to 20m in thickness). The targeted dolerite forms part of a 1,500m-thick greenstone sequence situated geometrically above the east-dipping Keith-Kilkenny Shear Zone, in a similar structural setting to the Carosue and Karonie gold deposits along strike. Examples of dolerite-hosted mineralisation in the Eastern Goldfields are numerous, and include the Golden Mile, the Junction deposit at St Ives, the Salt Creek deposit at Mt Monger, and the Great Fingall/Golden Crown complex at Cue. A secondary target at the Lake Roe Project is the regional-scale Claypan Shear Zone, situated 400m to the east of the fractionated dolerite on the margin of a syenite-associated granite. Although the prospectivity of the trend was recognised by previous explorers, rigorous anomaly definition and appropriate follow-up of encouraging results did not occur, apparently due to “non- geological” factors, including inconvenient tenement boundaries at the time of exploration and changes in company priorities and market conditions. Aircore Drilling (July/August 2015) An 87-hole, 3,187m wide-spaced aircore drilling program was completed in early August 2015 with all holes drilled to refusal (hard, near-fresh bedrock). Three of the nine drill traverses were extended to the east to test the Claypan Shear Zone. The drilling strategy was to use the supergene dispersion of the oxide gold as a vector to possible primary (bedrock) gold sources, and to build a geochemical picture of the bedrock using one metre end-of-hole (EOH) multi-element samples. The drilling successfully intersected oxide gold mineralisation overlying extensive bedrock mineralisation in two separate areas, termed the Lake Roe and Claypan Mineralised Zones (LRMZ and CMZ). The wide, cohesive nature of the EOH mineralisation – gold, silver and tungsten – on such a wide (80m or 160m) drill spacing is unusual and indicates a large new gold system. The mineralised envelope defined by the EOH sampling is up to 300m wide in some areas of the LRMZ. Based on the cohesion and dimension of bedrock mineralisation, there is good reason to believe that higher-grade gold-bearing fluid conduits may be present in the primary zone which is largely untested. Twenty percent of the drill holes ended in mineralisation (+50ppb Au) which is unusual for a greenfields program on such a wide drill spacing (80m or 160m). In each area, the intensity of oxide mineralisation mimics the gold distribution at the oxide/bedrock interface, defined by 1m EOH multi-element sampling (the extent of sampling in fresh rock) indicating that the oxide gold is mainly oxidised bedrock mineralisation with limited supergene dispersion. 4 Breaker Resources NL Review of Activities Lake Roe Mineralised Zone (LRMZ) Bedrock mineralisation on the LRMZ has an overall strike length of 5.5km and is best developed over a 2km-long zone in an area of structural complexity to the south where it is open along strike (Figure 3). The mineralised envelope is up to 300m wide in some areas on 80m drill hole spacing and is hosted by a dolerite. Selected drill intersections of oxide mineralisation, based on preliminary 4m composite samples, are summarised below: 20m at 1.63g/t Au from 28m, including 4m at 7.38g/t Au from 32m in BAC0765; 14m at 0.50g/t Au from 40m to EOH in BAC0737; 6m at 0.42g/t Au from 12m to EOH including 1m at 1.03g/t Au from 17m to EOH in BAC0755; and 8m at 0.66g/t Au from 32m, including 4m at 1.16g/t Au from 36m in BAC07881. One metre EOH samples are strongly anomalous in gold up to 1.03g/t, silver up to 0.99g/t, tungsten up to 0.79%, zinc up to 3,620ppm and copper up to 255ppm1. The LRMZ is also anomalous in sulphur, molybdenum, palladium, antimony, arsenic, tellurium, tin and mercury. Tungsten grades, which have a high statistical correlation with mercury, are of potential economic interest. Claypan Mineralised Zone (CMZ) Step-out drilling to test the Claypan Shear Zone identified an extensive but weakly defined zone of gold mineralisation that is open along strike (Figure 3). Mineralisation is currently defined by only two 1.6km- spaced drill holes, situated to the immediate west of the granite contact. As such, the granite contact, which may be more prospective, remains untested. Drill intersections of oxide mineralisation are summarised below (preliminary 4m composite samples): 20m at 0.39g/t Au from 64m to EOH, including 4m at 1.27g/t Au from 64m in BAC0740; and 4m at 0.18g/t Au from 20m in BAC07241. EOH sampling identified underlying sheared pyritic basalt anomalous in gold up to 0.30g/t, silver up to 0.15g/t, and tungsten, sulphur, lead and molybdenum1. Current Aircore Drilling/Next Steps A 180 hole, 6,400m program of aircore drilling has commenced targeting a 2km-long, structurally complex part of the dolerite-hosted LRMZ, and a 2km section of the CMZ (Figure 3). Due to the wide drill spacing of the August 2015 drilling, oxide drill intersections are too isolated in space to establish the 3D geometry, and the primary zone mineralisation is essentially untested. Current drilling on the LRMZ will close the drill spacing in key areas from 400m x 80m to a spacing of 100m x 40m, an eight times increase in drill density. Drilling will also be conducted to ascertain the southern extent of the LRMZ. Drilling on the CMZ will target the sheared granite contact and will reduce the drill spacing to 400m x 80m with the objective of scoping the gold potential over a distance of 2km. EOH multi-element sampling will be undertaken on the LRMZ and CMZ in order to map the 2D geochemistry of the oxide/bedrock interface to facilitate follow-up reverse circulation (RC) or diamond drill targeting. If Breaker can establish continuity and geometry in the oxide zone on the LRMZ (where significant shallow oxide mineralisation has already been identified), there is potential to identify significant tonnages of shallow, “free dig” oxide mineralisation (discovery) and lay the foundation for RC and diamond drilling to test the primary zone. 2015 Annual Report 5 Review of Activities Figure 3: Lake Roe – Summary of Oxide Drill Intersections with End-of-Hole Thematic Gold of Aircore Drilling over Grey-Scale Aeromagnetic Image metres Duketon North Gold Project The Duketon North Project is located north of 10Moz Moolart Well-Garden Well- the Rosemont gold camp, 160km north-northwest of Laverton (Figure 4). The main gold target is greenstone-hosted mineralisation associated the with a structurally complex part of Duketon greenstone belt directly along strike from Moolart Well. This area was the subject of a tenement application (E38/3019) in late 2014 and includes a 25km-long area of mafic and ultramafic rocks targeted by historic nickel exploration. Outcrop is limited and the surface regolith is dominated by 1-2m transported sand, which overlies transported gravel and clay in locally developed palaeochannels (commonly 20m- 30m thick) some of which are evident in aeromagnetic data (Figure 5). The underlying weathered bedrock is progressively stripped off towards the northern tenement boundary. Figure 4: E38/3019 Application Location with Interpreted Greenstone over Aeromagnetics 6 Breaker Resources NL Review of Activities Orientation Soil Survey An orientation soil survey was completed in June 2015 at E38/3019 targeting the “nose” of a 2km-wide (anticlinally folded) segment of the Duketon greenstone belt situated between two major north- northwest-trending shear zones (Figure 5). The soil survey was conducted on an 800m x 200m pattern over a 6km x 6km area for 252 samples2. E38/3019 based The targeted area appears to be the faulted continuation of the Moolart Well mine on sequence, indicates aeromagnetic data which shear east-block-north large displacement with associated drag folding. Displacement is in the order of at least 30km and affects the Duketon and nearby Deleta greenstone belts (Figure 4). The soil program identified a coherent 4km x 1.2km soil anomaly (+3ppb gold cut-off) that is associated with anomalous molybdenum, arsenic, copper and lead (Figure 5)2. The main soil anomaly is open to the south, with smaller anomalies to the east that rotated appear to correspond with (dilatant) shear package. segments of the kilometres Figure 5: E38/3019 Soil Sampling over Geology & Aeromagnetics Known bedrock mineralisation trends into the main soil anomaly from the north adjacent to the western shear zone, near the western contact of a ~1km-wide dolerite unit, based on historical nickel-focused drilling. The mineralisation includes strike- extensive zones of elevated silver (up to 1.2g/t) with anomalous arsenic, tellurium, bismuth, lead and sulphur with locally significant sericite-quartz alteration and strong shearing (based on 1m bottom-of- hole multi-element sampling and petrology) 3. This mineralisation has not been systematically assessed for its gold potential. Overview The potential for a significant gold discovery is very real based on the outstanding structural setting, and the coherence, metal association and dimensions of the soil anomaly. The presence of a wide dolerite unit, an excellent host rock for gold, particularly in an anticlinal structural trap next to a deep- penetrating shear with known mineralisation is very encouraging. The magnitude of the anomaly is low but that is typical of the northern part of the WA’s Eastern Goldfields. For example, the gold expression in soil at the Moolart Well and Garden Well gold deposits to the south is limited to low magnitude responses (commonly 3-7ppb Au) on the margins of the palaeochannels that conceal the deposits. Breaker plans to drill as soon as possible after the tenement application is granted and will tighten up drill targets up ahead of this. Further soil sampling will be undertaken to close off the soil anomaly, and evaluate other parts of the 25km-long application area. Subsequent to the June 2015 quarter, Breaker surrendered parts of the Duketon Project deemed to have low gold prospectivity based on available geochemistry and field inspections. This reduced the overall area from 826km2 to 417km2. 2015 Annual Report 7 Review of Activities Dexter Gold Project The Dexter Project is located in the southern part of the Burtville and Yamarna Terranes, 140km southeast of Laverton. The project straddles the intersection of the Yamarna, Dexter and Sefton Shear Zones and includes extensive areas of historically unexplored sheared Archean greenstone. Thin aeolian sand and variable thicknesses of Permian sediment are present. The Company previously identified the regional scale Three Bears-Tallows gold-in-soil anomaly, situated near the junction of the Yamarna and Dexter Shear Zones in 2012 (16km-long, up to 0.3g/t gold and 17g/t silver4). Follow-up aircore drilling identified widespread zones of secondary redox gold enrichment with grades up to 3m at 7.1g/t gold5. The 12km-long Sandshoes anomaly, situated 20km to the southwest of the Three Bears-Tallows Prospect, was identified in late 2013 near the intersection of the Sefton Lineament and the Dexter Shear Zone (up to 30ppb Au6). Figure 6: Dexter – 3D Perspective of Gold-in-Soil over Topography (x20 vertical exaggeration) During 2014/15, a total of 7,314m of reconnaissance aircore drilling was completed as a preliminary assessment of the Sandshoes and Dexter West soil anomalies. Aircore drilling at the Sandshoes Prospect (120 holes for 6,034m) identified secondary redox gold anomalism on all drill lines intersecting the Sandshoes anomaly with peak values underlying areas of elevated gold-in-soil values. Numerous intersections above 50ppb were encountered on the Sandshoes trend, with best intercepts of 31m at 33ppb Au from 12m to end of hole (BAC0658) and 8m at 180ppb Au from 40m (BAC0675) based on 4m composite samples (10ppb cut-off and 4m internal dilution) 7. Drilling did not penetrate the inferred bedrock source of the anomaly, a granite-cored sequence of greenstone situated on the eastern margin of the soil anomaly, due to the presence of a fresh conglomerate at the base of the Permian cover sequence. The conglomerate also affected drilling in the southern half of the anomaly, with most holes failing to reach Archean bedrock. Transported cover varied from 9m to >90m in thickness, generally getting deeper to the south and east. Basement rocks, where intersected, were dominated by granitoid with the maximum gold value in the basement rocks of 8m at 76ppb Au associated with sheared and veined granite7. 8 Breaker Resources NL Review of Activities Figure 7: Sandshoes Prospect – Imaged Gold-in-Soil with September 2014 Aircore Drill Holes Colour-coded by Redox Gold over Imaged Aeromagnetics (Interpreted Greenstone Based on Geoscience Australia) At the Dexter West Prospect, drilling comprises 20 holes for 1,280m and targeted a 5km x 2km gold-in-soil anomaly exceeding 9ppb Au (maximum value of 32ppb Au8) coincident with a discrete magnetic signature inferred to be greenstone. The drilling identified weakly anomalous gold in surficial gravels that overlay 25m to 66m of transported Permian cover, indicating the anomaly results from transported gravel. No significant gold values were identified in the basement rocks and the Dexter West Prospect was subsequently surrendered. A soil sampling program was completed on E38/2934 (Mt Douglas; granted in October 2014) that links the Dexter Project to the Attila West Project to the north. A total of 474 soil samples were collected on a 1,600 x 400m pattern over the entire tenement area. The sampling identified several anomalous areas returning a peak gold value of 6.6ppb against a background 1.5-2.0ppb7. The priority anomaly is situated under transported cover on a rotated section of the Yamarna Shear Zone between two northeast-trending faults. This anomaly is defined by gold values >3ppb over a strike length of 8km and a width of up to 2,400m and is supported by elevated arsenic and molybdenum, in places. The northern extensions of the Dexter Shear Zone are highlighted by anomalism in molybdenum and bismuth, with scattered gold anomalism. Efforts to locate the bedrock gold source of the Three Bears-Tallows and Sandshoes anomalies continue. Further drilling at these prospects, and an initial program at Mt Douglas, are contemplated, potentially with a joint venture partner to accelerate progress. 2015 Annual Report 9 Review of Activities Attila West Gold Project The Attila West Project is located 130km east-northeast of Laverton and and is contiguous with the Dexter Project to the south (Figure 1). The project targets gold in a structural complex area involving the Yamarna Shear Zone, a large domal granite intrusion in the central part of the Project, and the Mt Venn and Isolated Hills greenstone belts to the north and south of the granite. Thin Aeolian sand and Permian cover (10m-15m) are typically present. Auger soil sampling in 2013 identified multiple gold-in-soil anomalies spatially associated with fault splays of the Yamarna and Dexter/Isolated Hill shear zones. In 2014/15, Breaker undertook environmental rehabilitation of earlier drilling and conducted in-depth analysis of previous exploration results. Areas deemed to have low gold prospectivity – based on available geochemistry, drilling and field inspections – were surrendered, reducing the overall project area from 627km2 to 199km2. Kurrajong Gold Project is located The 54km2 Kurrajong Project in the Yamarna Terrane 35km along strike from the recent 3.8Moz Gruyere gold discovery, 175km east-northeast of Laverton. The principal target is a 5km-long, NE- trending bend in the Dorothy Hills greenstone belt that has similarities with the structural setting of the Gruyere deposit to the north. Initial scout aircore drilling in 2014 indicates ~100m of Permian cover. No field work was conducted at the Kurrajong Project during 2014/15. Mt Gill Gold Project Figure 8: Kurrajong – Imaged Gravity on Aeromagnetics The 167km2 Mt Gill Project is located 30km along strike from the Attila-Alaric-Central Bore gold deposits, 135km northeast of Laverton and targets gold associated with a ~20km length of the Yamarna Shear Zone and greenstone belt. The regolith is dominated by thin aeolian sand overlying Archean bedrock. Soil sampling previously identified widespread gold and pathfinder anomalism spatially associated with the Yamarna Shear Zone and greenstone belt (gold up to 63ppb9). Infill sampling in mid-2014 confirmed four areas of interest defined by statistically anomalous populations of gold, arsenic, molybdenum and bismuth. During the period, all geochemical and geophysical data continued to be collated and interpreted. De La Poer Gold Project De La Poer is located in the Burtville Terrane, 130km northeast of Laverton. Breaker previously identified multiple gold-in-soil anomalies from reconnaissance auger soil sampling, most associated with anomalous pathfinder elements and spatially associated with the De La Poer Fault and the Deleta greenstone belt. Field activities during the reporting period consisted of reconnaissance and geological mapping to assist in assessing these anomalies. Following review, the project was surrendered in June 2015. the prospectivity of Photo: Reconnaissance Mapping 10 Breaker Resources NL Review of Activities Review of Corporate Activities The Company’s Annual General Meeting was held on 20 November 2014. On 8 July 2014, Breaker announced receipt of a research and development incentive refund of $1.78 million under the federal government’s R&D Tax Incentive Scheme in relation to exploration activities conducted in 2012/13. An amount of $0.93 million was received in November 2014 for the 2013/14 period. The Company’s R&D project focuses on the development of tools to identify the surface expression of mineralisation in areas of transported cover, which conceal as much as half of the prospective terrain in Australia. During the period a total of three (3) options were exercised and three (3) fully paid ordinary shares issued. On 31 December 2014, 28,137,495 listed options (ASX: BRBO) expired and 400,000 unlisted employee options lapsed in February 2015. Subsequent to period end, the Company announced the conduct of a renounceable entitlement issue to all eligible shareholders to raise up to $553,755 (before costs) on the basis of one (1) new share for every five (5) shares held at the record date with entitlements for holders of partly paid shares to be calculated in proportion to the amount paid up of the issue price as at the record date. The closing date of the issue is 13 October 2015. References 1: ASX Release 28 August 2015 2: ASX Release 31 July 2015 3: WAMEX Report A88276 4: ASX Release 13 November 2013 5: ASX Release 28 March 2013 6: ASX Release 31 October 2013 7: ASX Release 31 October 2014 8: ASX Release 15 July 2014 9: ASX Release 30 October 2012 Competent Persons Statement The information in this report that relates to Exploration Targets and Exploration Results is based on information compiled by Tom Sanders, Competent Person, who is a Member of The Australasian Institute of Mining and Metallurgy. Mr Sanders is an executive of Breaker Resources NL and his services have been engaged by Breaker on an 80% of full time basis; he is also a shareholder in the Company. Mr Sanders has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Sanders consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. Exploration results mentioned in the Review of Activities as being reported prior to 1 December 2013 were done so under JORC Code 2004 and there has been no material change to the information since this time. 2015 Annual Report 11 Tenement Schedule Tenement Schedule The following is a summary of tenements held by Breaker Resources NL as at 30 June 2015. Project Attila West Dexter Duketon North Kurrajong Lake Roe Mt Gill Murchison Ularring Rock Tenement Number E38/2530 E38/2695 E38/2934 E39/1611 E39/1614 E38/2511 E38/2512 E38/2852 E38/2854 E38/2855 E38/3019 E53/1592 E38/2531 E28/2515 E28/2522 E28/2551 E38/2513 E38/2529 E51/1682 E70/4686 Status Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Application Granted Granted Granted Application Application Granted Granted Application Application Percentage Held/Earning % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Photo: In the Field 12 Breaker Resources NL Directors’ Report Directors’ Report The directors of Breaker Resources NL herewith submit the financial report for the year ended 30 June 2015. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows: Information about Officeholders Directors The names of the directors of the Company during or since the end of the financial year and up to the date of this report are provided below. All of the directors held their positions for the entire financial year period. Mr Thomas Sanders BSc (Geology); MSc (Mineral Economics); MAusIMM; FAICD Executive Chairman (appointed 2 July 2010) Tom Sanders is a geologist with over 35 years’ experience in the Australian mining industry including project generation, exploration, mining and corporate management with a strong emphasis on gold and nickel in Western Australia. Mr Sanders has published works on nickel and gold in WA, in addition to regional mineralisation studies on the eastern Kimberley region. Following experience in nickel mining and exploration with Metals Exploration Limited, in 1983 Mr Sanders established a geological consultancy firm in WA’s eastern Goldfields. During his time in the Kalgoorlie region (until 2001) he worked with many ASX-listed companies and obtained mining experience on several underground and open pit gold and nickel operations. He has managed a large number of exploration projects, several of which he progressed into production. Mr Sanders was responsible for identifying and acquiring Breaker’s projects. Previously, Mr Sanders founded Navigator Resources Limited and guided that company from initial project acquisition to ASX- listing. He then oversaw the building of a two million ounce gold resource inventory through discovery and acquisition. During the past three (3) years, Mr Sanders has not served as a director on any other listed company. Mr Mark Edwards BJuris; LLB Non-Executive Director (appointed 2 July 2010) Mark Edwards is a solicitor with over 25 years of experience in resources and corporate law. He has advised a number of ASX-listed companies active in the resources sector and on a range of resources projects in Australia and overseas, including significant nickel, gold and iron ore projects. His professional work has involved him in many facets of the resources industry ranging from ASX listings, exploration and mining joint ventures to project development agreements and project financing. During the past three (3) years, Mr Edwards has not served as a director on any other listed company. Mr Michael Kitney Assoc. Met; Post Grad Dip (Extractive Metallurgy); MSc (Mineral Economics); MAusIMM Non-Executive Director (appointed 2 July 2010) Mike Kitney is a process engineer with over 40 years’ experience in the mining industry. He has participated in the development and construction of projects throughout Australia, Africa, south east Asia and the former Soviet Union. Mr Kitney’s particular strengths are in production and mineral processing, all aspects of environmental management, project evaluation and assessment and leadership of interdisciplinary project teams. He brings to the Company vast project development expertise and practical experience in commissioning new projects. Mr Kitney has previously held senior technical and project management positions with Alcoa Australia Limited, Minproc Engineers Limited, Property Company of London plc, British Phosphate Commissioners, Nelson Gold Corporation Limited and Avocet Mining plc. He is currently the Chief Operating Officer of ASX-listed Kasbah Resources Limited. 2015 Annual Report 13 Directors’ Report During the past three (3) years, Mr Kitney has not served as a director on any other listed company. Company Secretary The name of the company secretary of the Company during or since the end of the financial year and up to the date of this report, and the term of their appointment, are provided below. Miss Michelle Simson EMBA (Dist.); GradDipACG; ACIS; AGIA Company Secretary (appointed 22 October 2012) Michelle Simson has 20 years’ administration experience, including the last 12 years in the resources industry working in both exploration and mining companies in the commodities of gold and uranium. She has previously held positions with Agincourt Resources Limited, Nova Energy Limited and Navigator Resources Limited and has completed an Executive Master of Business Administration with Distinction at the University of Western Australia and a Graduate Diploma in Applied Corporate Governance. She is a Chartered Secretary and member of the Governance Institute of Australia. During the past three (3) years, Miss Simson has not served as a director on any other listed company. Board Committee Membership As at the date of this report, the Board has an Audit Committee, Nomination Committee, Remuneration Committee and a Risk Committee. All directors currently comprise membership of each of the committees and the chairmen of the respective committees are: Audit Committee: Mark Edwards; Nomination Committee: Tom Sanders; Remuneration Committee: Mike Kitney; and Risk Committee: Tom Sanders. Directors’ Meetings The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director is as follows: Board of Directors Committee Meetings Audit Nomination Remuneration Risk Director Held Present Held Present Held Present Held Present Held Present Tom Sanders Mark Edwards Mike Kitney 4 4 4 4 4 4 2 2 2 2 2 2 1 1 1 1 1 1 1 1 1 1 1 1 2 2 2 2 2 2 Directors’ Interests The following table sets out each director’s relevant interest in shares and options in shares of the Company or a related body corporate as at the date of this report. Director Tom Sanders Mark Edwards Mike Kitney 14 Breaker Resources NL Fully paid ordinary shares Partly paid ordinary shares Unlisted share options Number 16,287,415 1,180,000 1,191,250 Number 1,309,871 65,000 58,125 Number 5,000,000 500,000 500,000 Directors’ Report During and since the end of the financial year Nil share options have been granted to directors of the Company as part of their remuneration (2014: Nil). Directors’ and Officers’ Insurance During the financial year, Breaker paid a premium to insure the directors and secretary of the Company. Details of the premium are subject to a confidentiality clause under the contract of insurance. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Company and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. Corporate Structure Breaker Resources NL is a no liability public company limited by shares, domiciled and incorporated in Australia. Principal Activities During the year the Company carried out exploration activities on its tenements in Western Australia with the objective of identifying gold and other economic mineral deposits. Operational Review Activities Review A review of the exploration activities undertaken during the year is provided on page 3. Financial Review During the year total exploration expenditure incurred by the Company amounted to $1,284,015 (2014: $2,186,055). In line with the Company’s accounting policies, all exploration expenditure is written off as it is incurred. Net administration income amounted to $389,247 (2014: $1,143,233). The Company’s operating loss after income tax for the year is $894,768 (2014: $1,042,822). At year end the Company held cash or similar reserves of $1,209,437 (2014: $457,575). Operating Results for the Year Summarised operating results are as follows: Revenues and profit/(loss) from ordinary activities before income tax expenses 962,882 (894,768) Revenues Results $ $ Shareholder Return Summarised shareholder return is as follows: Basic profit/(loss) per share 2015 cents 2014 cents (1.30) (1.68) 2015 Annual Report 15 Directors’ Report Dividends No dividends were paid or declared during the year. No recommendation for payment of dividends has been made. Share Options As at the date of this report, there are 8,000,000 unissued ordinary shares of Breaker Resources NL in respect of which options are outstanding. This number comprises: Type of option Unlisted Unlisted Unlisted Unlisted Number 3,000,000 3,000,000 1,000,000 1,000,000 Exercise price $0.231 $0.281 $0.50 $0.481 Expiry date 30 June 2016 30 June 2016 31 December 2016 31 December 2016 No person entitled to exercise any option referred to above has or had, by virtue of the option, a right to participate in any share issue of any other body corporate. Share Options Issued There were Nil options issued by Breaker Resources NL during the financial year. Shares Issued on Exercise of Options The following shares were issued due to the exercise of options during the financial year: Number Issued shares Type of option exercised Exercise price 3 Fully paid ordinary (ASX: BRB) Listed (ASX: BRBO) $0.25 Share Options that Expired/Lapsed The following options expired or lapsed during the financial year. Type of option Number Exercise price Expiry date Reason for lapse Listed (ASX: BRBO) 28,137,495 Unlisted 400,000 $0.25 $0.481 31 December 2014 Expiry 31 December 2016 Employment cessation Significant Changes in State of Affairs During the financial year there were no significant changes in the state of affairs of the Company other than those referred to in the Financial Statements and notes thereto. Subsequent Events There were no matters or circumstances arising since the end of the reporting period that have significantly affected or may significantly affect the operations of the Company and the results of those operations or the state of the affairs of the Company in the financial period subsequent to 30 June 2015. Likely Developments and Expected Results The Company expects to maintain a similar status and level of activities to that at present and hence there are no likely developments in the entity's operations. 16 Breaker Resources NL Directors’ Report Environmental Regulations and Performance Breaker is subject to significant environmental regulation in respect to its exploration activities. The Company aims to ensure that the appropriate standard of environmental care is achieved, and in doing so, that it is aware of and is in compliance with all environmental legislation. The directors of the Company are not aware of any breach of environmental legislation for the year under review. Proceedings on Behalf of the Company No persons have applied for leave pursuant to section 237 of the Corporations Act 2001 (Cth) to bring, or intervene in, proceedings on behalf of Breaker Resources NL. Non-Audit Services There were no non-audit services performed during the year by the auditors for the Company (or by another person or firm on the auditor’s behalf). Auditor’s Independence Declaration The Auditor’s Independence Declaration is included on page 23 and forms part of the Directors’ Report for the financial year ended 30 June 2015. Remuneration Report This Remuneration Report, which forms part of the Directors’ Report, sets out information about the remuneration of Breaker Resources NL’s key management personnel for the financial year ended 30 June 2015. The information provided in this report has been audited as per the requirements of section 308(3C) of the Corporations Act 2001 (Cth). The report is set out under the following main headings: Key management personnel; Principles used to determine the components and amount of compensation; Details of remuneration; Details of share-based compensation; and Details of service agreements and employment contracts. Key Management Personnel For the purposes of this report, key management personnel of the Company are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly. The key management personnel during the year were: Tom Sanders Mark Edwards Mike Kitney Alastair Barker Michelle Simson Executive Chairman Non-Executive Director Non-Executive Director Exploration Manager Manager Corporate Affairs/Company Secretary Principles Used to Determine the Components and Amount of Compensation Remuneration Committee The role of the Remuneration Committee is to assist the Company in fulfilling its corporate governance responsibilities relating to remuneration by reviewing and making appropriate recommendations on: remuneration packages of executive directors, non-executive directors and officers; 2015 Annual Report 17 Directors’ Report employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed; recruitment, retention and termination policies and procedures for senior executives; and superannuation arrangements. Remuneration Policy The remuneration policy of Breaker Resources NL has been designed to align key management personnel objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the Company’s results. The Board of Breaker Resources NL believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best key management personnel to run and manage the Company. The policy for determining the nature and amount of remuneration for senior executives of the Company is summarised below: The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the Board. The Board reviews executive packages annually by reference to the Company’s performance, executive performance and comparable information from industry sectors and other listed companies in similar industries. The Board may exercise discretion in relation to approving incentives, bonuses and options. The policy is designed to attract and retain the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth. Executives are also entitled to participate in the employee option plan. Where applicable, executives receive a superannuation guarantee contribution required by the government, which during the reporting period was 9.5%. Some individuals may choose to sacrifice part of their salary to increase payments towards superannuation. All remuneration paid to key management personnel is valued at the cost to the Company and expensed. Options are valued using the Black-Scholes methodology. reviews The Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The Board determines payments to the non-executive remuneration annually, based on market practice, duties and directors and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the annual general meeting. The remuneration pool limit is $300,000 and is currently utilised to a level of $64,000 per annum. The base fee paid to non-executive directors is $32,000 per annum. their Fees for non-executive directors are not linked to the performance of the Company however to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the Company and are able to participate in the employee option plan, although any allocation must be approved by shareholders in general meeting. There is no retirement benefit plan for directors. Performance Based Remuneration The Company currently has no individual performance based remuneration component built into key management personnel remuneration packages. Company Performance, Shareholder Wealth and Key Management Personnel Remuneration The remuneration policy has been tailored to increase the direct positive relationship between shareholders’ investment objectives and key management personnel performance. Currently, this is facilitated through the issue of options to key management personnel to encourage the alignment of personal and shareholder interests. The Company believes this policy will be effective in increasing shareholder wealth. 18 Breaker Resources NL Directors’ Report Use of Remuneration Consultants The Company did not employ the services of any remuneration consultants during the financial year ended 30 June 2015. Details of Remuneration The key management personnel of the Company are disclosed above. Remuneration packages contain the following elements: Short-term employee benefits – cash salary and fees, cash bonuses, non-monetary benefits and other; Post-employment benefits – including superannuation and termination; and Share-based payments – shares and options granted. The remuneration for each director and each of the other key management personnel of the Company during the year was as follows: Key management personnel Tom Sanders 2015 2014 Mark Edwards 2015 2014 Mike Kitney 2015 2014 Alastair Barker 2015 2014 Michelle Simson 2015 2014 Short-term Post-employment Share-based payments Salary & fees $ 220,854 261,374 32,000 38,000 32,000 38,000 181,667 212,971 151,355 184,004 Non- monetary Super- annuation Retirement benefits Options $ - - - - - - - - - - $ - - - - - - - - 24,645 24,996 $ - - - - - - - - - - $ - - - - - - - - - - Total $ 220,854 261,374 32,000 38,000 32,000 38,000 181,667 212,971 176,000 209,000 No director or executive appointed during the year received a payment as part of his or her consideration for agreeing to hold the position. Details of Share-Based Compensation Shares Nil shares in the Company were issued to key management personnel as part of their remuneration during the year (2014: Nil). Options Nil options in the Company were issued to key management personnel as part of their remuneration during the year (2014: Nil). There were Nil options exercised, sold or lapsed by key management personnel during the year (2014: Nil). 2015 Annual Report 19 Directors’ Report During the year, the following share-based payment arrangements for key management personnel were in existence: Option series Grant date Expiry date 60502 60503 60510 60511 1 August 2011 30 June 2016 1 August 2011 30 June 2016 10 July 2012 31 December 2016 Fair value per option at grant Vesting date cents 2.31 1.90 8.52 5 August 2011 9 August 2011 11 July 2012 20 November 2012 31 December 2016 20.13 27 November 2012 Shareholdings of Key Management Personnel The numbers of ordinary shares in the Company held during the financial year by each director of Breaker Resources NL and other key management personnel of the Company, including their personally related parties, are detailed below. Key management personnel Tom Sanders 2015 2014 Mark Edwards 2015 2014 Mike Kitney 2015 2014 Alastair Barker 2015 2014 Michelle Simson 2015 2014 Key management personnel Tom Sanders 2015 2014 Mark Edwards 2015 2014 Fully Paid Ordinary Shares Granted as compen- sation Received on exercise of options Balance at start of year Number Number Number 14,449,747 11,770,004 1,180,000 1,050,000 1,191,250 1,075,000 62,500 50,000 - - - - - - - - - - - - - - - - - - - - - - Other changes Number Balance at year end Number 476,079 2,679,743 14,925,826 14,449,747 - 130,000 1,180,000 1,180,000 - 116,250 1,191,250 1,191,250 - 12,500 62,500 62,500 - - - - Partly Paid Ordinary Shares Balance at start of year Number Granted as compensation Other changes Number Number Balance at year end Number 1,309,871 - 65,000 - - - - - - 1,309,871 - 65,000 1,309,871 1,309,871 65,000 65,000 20 Breaker Resources NL Directors’ Report Key management personnel Mike Kitney 2015 2014 Alastair Barker 2015 2014 Michelle Simson 2015 2014 Balance at start of year Number Granted as compensation Other changes Number Number Balance at year end Number 58,125 - 6,250 - - - - - - - - - - 58,125 - 6,250 - - 58,125 58,125 6,250 6,250 - - Option Holdings of Key Management Personnel The numbers of options over ordinary shares in the Company held during the financial year by each director of Breaker Resources NL and other key management personnel of the Company, including their personally related parties, are detailed below: Key management personnel Balance at start of year Granted as compen- sation Exercised Other changes Balance at year end Vested and exercisable Number Number Number Number Number Number Tom Sanders 2015 2014 Mark Edwards 2015 2014 Mike Kitney 2015 2014 Alastair Barker 6,944,871 5,635,000 565,000 500,000 570,625 512,500 2015 2014 1,031,250 1,025,000 Michelle Simson 2015 2014 1,000,000 1,000,000 - - - - - - - - - - - - - - - - - - - - (1,944,871) 5,000,000 5,000,000 1,309,871 6,944,871 6,944,871 (65,000) 65,000 500,000 565,000 500,000 565,000 (70,625) 58,125 500,000 570,625 500,000 570,625 (31,250) 1,000,000 1,000,000 6,250 1,031,250 1,031,250 - - 1,000,000 1,000,000 1,000,000 1,000,000 Details of Service Agreements and Employment Contracts Service agreements are in place between the Company and Executive Chairman Tom Sanders and Exploration Manager Alastair Barker. Manager Corporate Affairs/Company Secretary Michelle Simson is employed via contract. Details of these arrangements as at 30 June 2015 are provided below: Service Agreement: Tom Sanders – Executive Chairman Term of agreement – Initial term of two (2) years and further terms of two (2) years, subject to termination provisions; commenced 18 April 2012 (subject to ASX listing). An annual consultancy fee of $220,104 (inclusive of superannuation, plus GST) is paid to Goldfields Geological Associates, an entity controlled by Mr Sanders, for the provision of services by Mr Sanders on a minimum of 80% of fulltime basis. 2015 Annual Report 21 Directors’ Report The agreement continues until terminated by either Goldfields Geological Associates or the Company. Subject to the Corporations Act 2001 (Cth) and the ASX Listing Rules, Mr Sanders is entitled to a minimum notice period of 12 months and the Company is entitled to a minimum notice period of three (3) months. Goldfields Geological Associates will be reimbursed for expenses incurred on the Company’s behalf. Service Agreement: Alastair Barker – Exploration Manager Term of agreement – Initial term of two (2) years and further terms of one (1) year subject to termination provisions; commenced 18 April 2012 (subject to ASX listing). An annual consultancy fee of $179,344 (inclusive of superannuation, plus GST) is paid to Horizon Resources Pty Ltd, an entity controlled by Mr Barker, for the provision of services by Mr Barker on a minimum of 80% of fulltime basis. The agreement continues until terminated by either Horizon Resources Pty Ltd or the Company. Subject to the Corporations Act 2001 (Cth) and ASX Listing Rules, Mr Barker is entitled to a minimum notice period of 12 months (or six (6) months after the initial term). The Company is entitled to a minimum notice period of three (3) months. Employment Contract: Michelle Simson – Manager Corporate Affairs/Company Secretary Base salary of $176,000 per annum (inclusive of superannuation). Payment of termination benefit on termination by the employer, other than for gross misconduct, equals three (3) months’ salary. Notice period of three (3) months. Signed in accordance with a resolution of directors made pursuant to section 298(2) of the Corporations Act 2001 (Cth). On behalf of the directors TOM SANDERS Executive Chairman Perth, 4 September 2015 22 Breaker Resources NL Auditor’s Independence Declaration 2015 Annual Report 23 Statement of Profit or Loss Statement of Profit or Loss and Other Comprehensive Income for the Financial Year ended 30 June 2015 Income Government grant and incentive Interest income Other income Total income Expenses Administration expenses Depreciation expenses Employee benefits expenses Exploration and evaluation expenses Interest expenses Total expenses Notes 2015 $ 2014 $ 4 4 4 4 4 4 926,686 36,138 58 1,811,146 28,016 1,858 962,882 1,841,020 (326,732) (93,450) (153,367) (395,684) (96,905) (204,145) (1,284,015) (2,186,055) (86) (1,053) (1,857,650) (2,883,842) Profit/(Loss) before income tax (894,768) (1,042,822) Income tax expense 6 - - Profit/(Loss) for the year (894,768) (1,042,822) Other comprehensive income - - Total comprehensive income/(expense) for the year (894,768) (1,042,822) Profit/(Loss) attributable to owners of the Company (894,768) (1,042,822) Total comprehensive income/(expense) attributable to owners of the Company (894,768) (1,042,822) Basic and diluted profit/(loss) per share attributable to the ordinary equity holders of the Company (cents per share) 14 (1.30) (1.68) The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. 24 Breaker Resources NL Statement of Financial Position Statement of Financial Position as at 30 June 2015 Current Assets Cash and cash equivalents Trade and other receivables Term deposits Other financial assets Total Current Assets Non-Current Assets Plant and equipment Other financial assets Total Non-Current Assets Notes 2015 $ 2014 $ 7 8 7 9 10 9 1,209,437 51,483 30,000 36,410 457,575 1,818,885 - - 1,327,330 2,276,460 96,528 - 96,528 189,978 36,410 226,388 Total Assets 1,423,858 2,502,848 Current Liabilities Trade and other payables Borrowings Total Current Liabilities Total Liabilities Net Assets Equity Contributed equity Reserves Accumulated profit/(loss) 11 130,065 - 130,065 308,953 5,335 314,288 130,065 314,288 1,293,793 2,188,560 12 9,743,750 412,640 9,743,749 469,533 (8,862,597) (8,024,722) Capital and reserves attributable to owners of the Company 1,293,793 2,188,560 Total Equity 1,293,793 2,188,560 The above Statement of Financial Position should be read in conjunction with the accompanying notes. 2015 Annual Report 25 Statement of Changes in Equity Statement of Changes in Equity for the Financial Year ended 30 June 2015 Attributable to owners of the Company Contributed Equity $ Notes Share- based Payments Reserve $ Accumulated Profit/(Losses) $ Total $ Balance at 30 June 2013 8,323,675 469,533 (6,981,900) 1,811,308 Profit/(Loss) for the year Total comprehensive income/(expense) for the year Transactions with owners in their capacity as owners: Contributions of equity net of transaction costs - - - - (1,042,822) (1,042,822) (1,042,822) (1,042,822) 12 1,420,074 - - 1,420,074 Balance at 30 June 2014 9,743,749 469,533 (8,024,722) 2,188,560 Profit/(Loss) for the year Total comprehensive income/(expense) for the year Transfer to accumulated losses Transactions with owners in their capacity as owners: Contributions of equity net of transaction costs - - - - - (894,768) (894,768) (894,768) (894,768) (56,893) 56,893 - 1 1 - - Balance at 30 June 2015 9,743,750 412,640 (8,862,597) 1,293,793 The above Statement of Changes in Equity should be read in conjunction with the accompanying notes. 26 Breaker Resources NL Statement of Cash Flows Statement of Cash Flows for the Financial Year ended 30 June 2015 Cash flows from operating activities Payments to suppliers and employees Notes 2015 $ 2014 $ (593,219) (480,944) Payments for exploration and evaluation expenditure (1,363,527) (2,787,345) Receipts from government grant and incentive Other income received Interest received Interest paid 2,707,832 58 36,138 (86) 30,000 1,858 28,016 (1,053) Net cash inflow/(outflow) from operating activities 17 787,196 (3,209,468) Cash flows from investing activities Payments for plant and equipment Investment in a term deposit Other financial assets received Net cash inflow/(outflow) from investing activities Cash flows from financing activities Proceeds from issue of ordinary shares Share issue transaction costs Repayment of borrowings Net cash inflow/(outflow) from financing activities - (30,000) - (30,000) 1 - (5,335) (5,334) (1,006) - 13,000 11,994 1,584,106 (164,032) (15,212) 1,404,862 Net increase/(decrease) in cash and cash equivalents 751,862 (1,792,612) Cash and cash equivalents at the beginning of the period 457,575 2,250,187 Cash and cash equivalents at the end of the period 7 1,209,437 457,575 The above Statement of Cash Flows should be read in conjunction with the accompanying notes. 2015 Annual Report 27 Notes to the Financial Statements Notes to the Financial Statements for the Year ended 30 June 2015 1. General information Breaker Resources NL is a public company listed on the Australian Securities Exchange, incorporated in Australia and operating in Australia. The Company’s registered office and its principal place of business is 12 Walker Avenue, West Perth WA 6005. Breaker Resources NL’s principal activity is mineral exploration and it is a for-profit entity for the purposes of preparing the Financial Statements. These Financial Statements are for Breaker Resources NL as an individual entity and are presented in the Australian currency. The Financial Statements were authorised for issue by the directors on 4 September 2015. The directors have the power to amend and reissue the Financial Statements. 2. Significant accounting policies The principal accounting policies adopted in the preparation of the Financial Statements are set out below. (a) Basis of preparation These general purpose financial statements have been prepared in accordance with the Corporations Act 2001 (Cth) (Corporations Act) and Australian Accounting Standards and Interpretations (Standards) issued by the Australian Accounting Standards Board (AASB). The Financial Statements and notes of the Company also comply with International Financial Reporting Standards issued by the International Accounting Standards Board. These Financial Statements have been prepared under the historical cost convention. Historical cost is generally based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted. Going concern The Financial Statements have been prepared on the basis of going concern which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Company has incurred a net loss of $894,768 for the year ended 30 June 2015. The balance of cash and cash equivalents as at 30 June 2015 was $1,209,437. The ability of the Company to continue as a going concern is dependent upon funding to provide adequate working capital for a further 12 months from the date of signature of the Financial Statements. The directors intend to access further government grant and incentive funding and are satisfied that the going concern basis of preparation is appropriate. The Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. (b) New and revised accounting standards i. Amendments to Standards that are mandatorily effective for the current year In the current year, the Company has applied a number of amendments to Standards and a new Interpretation issued by the AASB that are mandatorily effective for an accounting period that begins on or after 1 July 2014, and therefore relevant for the current year end. 28 Breaker Resources NL Notes to the Financial Statements AASB 2012-3 ‘Amendments to AASB 132 – Offsetting Financial Assets and Financial Liabilities’ The amendments to AASB 132 clarify the requirements relating to the offset of financial assets and financial liabilities. Specifically, the amendments clarify the meaning of ‘currently has a legally enforceable right of set-off’ and ‘simultaneous realisation and settlement’. The amendments have been applied retrospectively. As the Company does not have any financial assets and financial liabilities that qualify for offset, the application of the amendments does not have any material impact on the disclosures or on the amounts recognised in the Company's financial statements. AASB 2013-3 ‘Amendments to AASB 136 – Recoverable Amount Disclosures for Non- Financial Assets’ The amendments to AASB 136 remove the requirement to disclose the recoverable amount of a cash-generating unit (CGU) to which goodwill or other intangible assets with indefinite useful lives had been allocated when there has been no impairment or reversal of impairment of the related CGU. Furthermore, the amendments introduce additional disclosure requirements applicable to when the recoverable amount of an asset or a CGU is measured at fair value less costs of disposal. These new disclosures include the fair value hierarchy, key assumptions and valuation techniques used which are in line with the disclosure required by AASB 13 ‘Fair Value Measurements’. The application of these amendments does not have any impact on the disclosures in the Company's financial statements. AASB 2013-4 ‘Amendments to AASB 139 – Novation of Derivatives and Continuation of Hedge Accounting’ The amendments to AASB 139 provide relief from the requirement to discontinue hedge accounting when a derivative designated as a hedging instrument is novated under certain circumstances. The amendments also clarify that any change to the fair value of the derivative designated as a hedging instrument arising from the novation should be included in the assessment and measurement of hedge effectiveness. As the Company does not have any derivatives that are subject to novation, the application of these amendments does not have any material impact on the disclosures or on the amounts recognised in the Company’s financial statements. AASB 2013-5 ‘Amendments to AASB 10 – Investment Entities’ The amendments to AASB 10 define an investment entity and require a reporting entity that meets the definition of an investment entity not to consolidate its subsidiaries but instead to measure its subsidiaries at fair value through profit or loss in its consolidated and separate financial statements. As the Company is not an investment entity (assessed based on the criteria set out in AASB 10 as at 1 July 2014), the application of the amendments does not have any material impact on the disclosures or the amounts recognised in the Company’s financial statements. AASB 2014-1‘Amendments Improvements 2010–2012 and 2011–2013 Cycles) The Annual Improvements Cycle 2010-2012 has made a number of amendments to various Standards, which are summarised below. to Australian Accounting Standards’ (Part A: Annual A. The amendments to AASB 2 (i) change the definitions of ‘vesting condition’ and ‘market condition’; and (ii) add definitions for ‘performance condition’ and ‘service condition’ which were previously included within the definition of ‘vesting condition’. The amendments to AASB 2 are effective for share-based payment transactions for which the grant date is on or after 1 July 2014. B. The amendments to AASB 3 clarify that contingent consideration that is classified as an asset or a liability should be measured at fair value at each reporting date, 2015 Annual Report 29 Notes to the Financial Statements irrespective of whether the contingent consideration is a financial instrument within the scope of AASB 9 or AASB 139 or a non-financial asset or liability. Changes in fair value (other than measurement period adjustments) should be recognised in profit and loss. The amendments to AASB 3 are effective for business combinations for which the acquisition date is on or after 1 July 2014. The amendments to AASB 8 (i) require an entity to disclose the judgements made by management in applying the aggregation criteria to operating segments, including a description of the operating segments aggregated and the economic indicators assessed in determining whether the operating segments have ‘similar economic characteristics’; and (ii) clarify that a reconciliation of the total of the reportable segments’ assets to the entity’s assets should only be provided if the segment assets are regularly provided to the chief operating decision-maker. The amendments to the basis for conclusions of AASB 13 clarify that the issue of AASB 13 and consequential amendments to AASB 139 and AASB 9 did not remove the ability to measure short-term receivables and payables with no stated interest rate at their invoice amounts without discounting, if the effect of discounting is immaterial. The amendments to AASB 116 and AASB 138 remove perceived inconsistencies in the accounting for accumulated depreciation/amortisation when an item of property, plant and equipment or an intangible asset is revalued. The amended standards clarify that the gross carrying amount is adjusted in a manner consistent with the revaluation of the carrying amount of the asset and that accumulated depreciation/amortisation is the difference between the gross carrying amount and the carrying amount after taking into account accumulated impairment losses. The amendments to AASB 124 clarify that a management entity providing key management personnel services to a reporting entity is a related party of the reporting entity. Consequently, the reporting entity should disclose as related party transactions the amounts incurred for the service paid or payable to the management entity for the provision of key management personnel services. However, disclosure of the components of such compensation is not required. C. D. E. F. The Annual Improvements 2011-2013 Cycle has made a number of amendments to various Standards, which are summarised below. A. B. C. The amendments to AASB 3 clarify that the standard does not apply to the accounting for the formation of all types of joint arrangements in the financial statements of the joint arrangement itself. The amendments to AASB 13 clarify that the scope of the portfolio exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis includes all contracts that are within the scope of, and accounted for in accordance with, AASB 139 or AASB 9, even if those contracts do not meet the definitions of financial assets or financial liabilities within AASB 132. The amendments to AASB 140 clarify that AASB 140 and AASB 3 are not mutually exclusive and application of both standards may be required. Consequently, an entity acquiring investment property must determine whether the property meets the definition of investment property in terms of AASB 140; and the transaction meets the definition of a business combination under AASB 3. The application of these amendments does not have any material impact on the disclosures or on the amounts recognised in the Company’s financial statements. 30 Breaker Resources NL Notes to the Financial Statements AASB 2014-1 ‘Amendments to Australian Accounting Standards’ (Part B: Defined Benefit Plans: Employee Contributions Amendments to AASB 119) The amendments to AASB 119 clarify how an entity should account for contributions made by employees or third parties to defined benefit plans, based on whether those contributions are dependent on the number of years of service provided by the employee. The application of these amendments to AASB 119 does not have any material impact on the disclosures or on the amount recognised in the Company's financial statements. Interpretation 21 ‘Levies’ Interpretation 21 (Interpretation) addresses the issue as to when to recognise a liability to pay a levy imposed by a government. The Interpretation defines a levy, and specifies that the obligating event that gives rise to the liability is the activity that triggers the payment of the levy, as identified by legislation. The Interpretation provides guidance on how different levy arrangements should be accounted for; in particular, it clarifies that neither economic compulsion nor the going concern basis of financial statements preparation implies that an entity has a present obligation to pay a levy that will be triggered by operating in a future period. Interpretation 21 has been applied retrospectively. The application of this Interpretation does not have any material impact on the disclosures or on the amounts recognised in the Company's financial statements. AASB 1031 ‘Materiality’, AASB 2013- 9‘Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments’ (Part B: Materiality), AASB 2014-1 ‘Amendments to Australian Accounting Standards’ (Part C: Materiality) The revised AASB 1031 is an interim standard that cross-references to other Standards and the ‘Framework for the Preparation and Presentation of Financial Statements’ (issued December 2013) that contain guidance on materiality. The AASB is progressively removing references to AASB 1031 in all Standards. Once all of these references have been removed, AASB 1031 will be withdrawn. The adoption of AASB 1031, AASB 2013-9 (Part B) and AASB 2014-1 (Part C) does not have any material impact on the disclosures or the amounts recognised in the Company’s financial statements. ii. Standards in issue not yet adopted At the date of authorisation of the Financial Statements, the Standards applicable to the Company’s business listed below were in issue but not yet effective. The potential effect of the revised Standards on the Company’s financial statements has not yet been determined. AASB 9 ‘Financial Instruments’ and the relevant amending standards, effective for annual reporting periods beginning on or after 1 January 2018, expected to be initially applied in the financial year ending 30 June 2019; AASB 2014-3 ‘Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations’, effective for annual reporting periods beginning on or after 1 January 2016, expected to be initially applied in the financial year ending 30 June 2017; AASB 2014-4 ‘Amendments to Australian Accounting Standards – Clarification of Acceptable Methods of Depreciation and Amortisation’, effective for annual reporting periods beginning on or after 1 January 2016, expected to be initially applied in the financial year ending 30 June 2017; AASB 2014-9 ‘Amendments to Australian Accounting Standards – Equity Method in Separate Financial Statements’, effective for annual reporting periods beginning on or after 1 January 2016, expected to be initially applied in the financial year ending 30 June 2017; 2015 Annual Report 31 Notes to the Financial Statements AASB 2014-10 ‘Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture’, effective for annual reporting periods beginning on or after 1 January 2016, expected to be initially applied in the financial year ending 30 June 2017; AASB 2015-1 ‘Amendments to Australian Accounting Standards – Annual Improvements to Australian Accounting Standards 2012-2014 Cycle’, effective for annual reporting periods beginning on or after 1 January 2016, expected to be initially applied in the financial year ending 30 June 2017; AASB 2015-2 ‘Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101’, effective for annual reporting periods beginning on or after 1 January 2016, expected to be initially applied in the financial year ending 30 June 2017; AASB 2015-3 ‘Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality’, effective for annual reporting periods beginning on or after 1 January 2015, expected to be initially applied in the financial year ending 30 June 2016; and AASB 2015-5 ‘Amendments to Australian Accounting Standards – Investment Entities: Applying the Consolidation Exception’, effective for annual reporting periods beginning on or after 1 January 2015, expected to be initially applied in the financial year ending 30 June 2016. (c) Segment reporting An operating segment is defined as a component of an entity that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Company’s chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. (d) Government grants Government grants are not recognised until there is reasonable assurance that the Company will comply with the conditions attaching to them and that the grants will be received. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs are recognised in profit or loss in the period in which they become receivable. (e) (f) Interest income Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. Income tax The income tax expense 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 differences 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 operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. 32 Breaker Resources NL Notes to the Financial Statements It creates provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. However, the deferred tax income is not accounted for if it arises from initial recognition of an asset or liability in a transaction that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise these temporary differences and losses. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. (g) Impairment of assets At the end of each reporting period, the Company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so 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 prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. (h) Cash and cash equivalents For the purpose of presentation in the Statement of Cash Flows, cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short term highly liquid investments with original maturities of three (3) months or less that are readily convertible to known amounts of cash and which are subject to significant risk of changes in value, and bank overdrafts. 2015 Annual Report 33 Notes to the Financial Statements (i) (j) Trade and other receivables Receivables are recognised and carried at original invoice amount less a provision for any uncollectible debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. Financial assets Classification The Company classifies all of its financial assets as loans and receivables. Management determines the classification of its financial assets at initial recognition. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinate payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting date which are classified as non- current assets. Due to the short-term nature of the current receivables, their carrying amount is assumed to be the same as their fair value. For the non-current receivables, the fair values are also not significantly different to their carrying amounts. Collectability of loans and receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An allowance account (provision for impairment) is used where there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables or in an otherwise timely manner. The amount of the impairment allowance is the difference between the asset’s carrying amount and the estimated future cash flows. None of the Company’s loans and receivables has an applicable interest rate hence the cash flows are not discounted. The amount of the impairment loss is recognised in the Statement of Profit or Loss and Other Comprehensive Income within impairment expenses. When a loan or receivable for which an impairment allowance has been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the Statement of Profit or Loss and Other Comprehensive Income. Recognition and derecognition Regular purchases and sales of financial assets are recognised on trade-date – the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all of the risks and rewards of ownership. Impairment The Company assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. If there is any evidence of impairment for any of the Company’s financial assets carried at amortised cost, the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, excluding future credit losses that have not been incurred. The cash flows are discounted at the financial asset’s original effective interest rate. The loss is recognised in the Statement of Profit or Loss and Other Comprehensive Income. (k) Plant and equipment All plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. 34 Breaker Resources NL Notes to the Financial Statements Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to the Statement of Profit or Loss and Other Comprehensive Income during the reporting period in which they are incurred. Depreciation of plant and equipment is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term. All plant and equipment is depreciated at the rate of 25% per annum. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (refer to Note 2(g)). Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit or Loss and Other Comprehensive Income. (l) Exploration and evaluation costs Exploration and evaluation costs are written off in the year they are incurred. (m) (n) Trade and other payables These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured, non-interest bearing and are paid on normal commercial terms. They are presented as current liabilities unless payment is not due within 12 months after the reporting period. Employee benefits Short-term obligations Liabilities for wages and salaries, including non-monetary benefits, and annual leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The short-term employee benefit obligations are presented as payables. Other long-term employee benefit obligations The liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of government bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss. (o) Share-based payments The Company provides benefits to employees (including directors and contractors) of the Company in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions) (refer to Note 18). 2015 Annual Report 35 Notes to the Financial Statements The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an internal valuation using a Black-Scholes option pricing model. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which any performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (vesting date). 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 number of options that, in the opinion of the directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. Where 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. Options over ordinary shares have also previously been issued as consideration for other services. These options have been treated in the same manner as employee options described above, with the expense being included as part of exploration expenditure. (p) Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (q) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the Statement of Financial Position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. (r) Critical judgements, estimates and assumptions The preparation of these Financial Statements requires the use of certain critical accounting estimates, which, by definition, will seldom equal the actual results. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements are: 36 Breaker Resources NL Notes to the Financial Statements Environmental issues Balances disclosed in the Financial Statements and notes thereto are not adjusted for any pending or enacted environmental legislation, and the directors’ understanding thereof. At the current stage of the Company’s development and its current environmental impact, the directors believe such treatment is reasonable and appropriate. Taxation Balances disclosed in the Financial Statements and the notes thereto related to taxation are based on the best estimates of the directors. These estimates take into account both the financial performance and position of the Company as they pertain to current income taxation legislation, and the directors’ understanding thereof. No adjustment has been made for pending or future taxation legislation. The current income tax position represents the directors’ best estimate, pending an assessment by the Australian Taxation Office. 3. Financial risk management The Company’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. Risk management is carried out by the full Board via the audit and risk committees as the Company believes that it is crucial for all directors to be involved in this process. The Executive Chairman, with the assistance of senior management as required, has responsibility for identifying, assessing, treating and monitoring risks and reporting to the Board on risk management. (a) Market risk Foreign exchange risk As all current operations are within Australia the Company is not exposed to foreign exchange risk. Commodity price risk Given the current level of operations the Company is not exposed to commodity price risk. Interest rate risk The Company is exposed to movements in market interest rates on cash and cash equivalents. The Company policy is to monitor the interest rate yield curve out to six (6) months to ensure a balance is maintained between the liquidity of cash assets and the interest rate return. The entire balance of cash and cash equivalents for the Company of $1,209,437 (2014: $457,575) is subject to interest rate risk. The weighted average interest rate received on cash and cash equivalents by the Company was 2.16% (2014: 2.59%). Sensitivity analysis At 30 June 2015, if interest rates had changed by -/+ 100 basis points from the weighted average rate for the year with all other variables held constant, post-tax loss for the Company would have been $8,335 lower/higher (2014: $13,539) as a result of lower/higher interest income from cash and cash equivalents. (b) Credit risk The Company has no significant concentrations of credit risk. The maximum exposure to credit risk at balance date is the carrying amount of those assets as disclosed in the Statement of Financial Position and Notes to the Financial Statements. As the Company does not presently have any debtors, lending, significant stock levels or any other credit risk, a formal credit risk management policy is not maintained. 2015 Annual Report 37 Notes to the Financial Statements (c) Liquidity risk The Company manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash and marketable securities are available to meet the current and future commitments of the Company. Due to the nature of the Company’s activities, being mineral exploration, the Company does not have ready access to credit facilities, with the primary source of funding being equity raisings. The Board constantly monitors the state of equity markets in conjunction with the Company’s current and future funding requirements, with a view to initiating appropriate capital raisings as required. The financial liabilities of the Company are generally confined to trade and other payables as disclosed in the Statement of Financial Position. All trade and other payables are non-interest bearing and due within 12 months of the reporting date. (d) Fair value estimation The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. All financial assets and financial liabilities of the Company at the balance date are recorded at amounts approximating their carrying amount due to their short-term nature. 4. Income and expenses (a) Income from continuing operations includes the following revenue items: Government grant and incentive(i) Interest income Others 2015 $ 926,686 36,138 58 2014 $ 1,811,146 28,016 1,858 962,882 1,841,020 Notes (i) The amounts represent Research and Development tax incentive. There are no unfulfilled conditions or other contingencies attaching to this incentive. The Company did not benefit directly from any other forms of government assistance. (b) Loss for the year includes the following specific expenses: Depreciation expenses Exploration and evaluation expenses (c) Employee benefit expenses: Wages and superannuation Directors’ fees Annual leave provision Other 38 Breaker Resources NL 2015 $ 93,450 1,284,015 2015 $ 94,811 64,000 (7,309) 1,865 153,367 2014 $ 96,905 2,186,055 2014 $ 113,544 76,000 12,729 1,872 204,145 Notes to the Financial Statements 5. Operating segments For management purposes, the Company has identified only one (1) reportable segment as exploration activities undertaken in Australia. This segment includes activities associated with the determination and assessment of the existence of commercial economic reserves from the Company’s mineral assets in this geographic location. Segment performance is evaluated based on the operating profit and loss and cash flows and is measured in accordance with the Company’s accounting policies. Segment revenue Reconciliation of segment revenue to total revenue before tax: Government grant and incentive Interest revenue Other income Total revenue Segment result Reconciliation of segment result to loss before tax: Depreciation expenses Other corporate and administration income/(expenses), net Net profit/(loss) before tax Segment operating assets Reconciliation of segment operating assets to total assets: Other corporate and administration assets Total assets Total assets includes additions to non-current assets 2015 $ 2014 $ - - 926,686 36,138 58 1,811,146 28,016 1,858 962,882 1,841,020 (1,284,015) (2,186,055) (93,450) 482,697 (96,905) 1,240,138 (894,768) (1,042,822) 81,557 161,336 1,342,301 1,423,858 - 2,341,512 2,502,848 1,006 Segment operating liabilities 92,884 172,396 Reconciliation of segment operating liabilities to total liabilities: Other corporate and administration liabilities Total liabilities 6. Income tax Income tax expense Current tax Deferred tax 37,181 130,065 141,892 314,288 2015 $ 2014 $ - - - - Numerical reconciliation of income tax expense to prima facie tax payable Profit/(Loss) from continuing operations before income tax expense Prima facie tax benefit at the Australian tax rate of 30% (894,768) (268,430) (1,042,822) (312,847) 2015 Annual Report 39 Notes to the Financial Statements Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Capital raising costs R& D incentive Entertainment 2015 $ 2014 $ (8,172) (278,006) 205 (8,172) (534,344) 330 (554,403) (855,033) Movements in unrecognised temporary differences (20,255) (27,623) Tax effect of current year tax losses for which no deferred tax asset has been recognised Income tax expense 574,751 882,656 - - Unrecognised temporary differences Deferred tax liabilities (at 30%) on income tax account Prepayments Plant and equipment FBT payable DTA used to offset DTL Deferred tax liabilities Deferred tax assets (at 30%) on income tax account Accruals Provisions Capital raising costs Carry forward tax losses DTA used to offset DTL 9,673 26,172 545 9,524 52,029 - (36,390) (61,553) - - 8,400 2,217 69,888 1,726,266 (36,390) 1,770,381 7,500 3,819 122,777 1,769,307 (61,553) 1,841,850 Deferred tax liabilities (30%) - - Net deferred tax assets have not been brought to account as it is not probable within the immediate future that tax profits will be available against which deductible temporary differences and tax losses can be utilised. The Company’s ability to use losses in the future is subject to the Company satisfying the relevant tax authority’s criteria for using these losses. 7. Cash and cash equivalents Cash at bank and in hand Cash and cash equivalents as shown in the Statement of Financial Position and the Statement of Cash Flows 2015 $ 2014 $ 1,209,437 457,575 1,209,437 457,575 Short-term deposits are made for varying periods of between one (1) month and three (3) months depending on the immediate cash requirements of the Company and earn interest at the respective short-term deposit rates and provide backing for the corporate credit card facility. 40 Breaker Resources NL Notes to the Financial Statements 8. Trade and other receivables Prepayments Research & development tax incentive GST receivable and FBT instalment 2015 $ 32,243 - 19,240 51,483 2014 $ 31,747 1,781,146 5,992 1,818,885 The carrying amounts of trade and other receivables are assumed to be the same as their fair values, due to their short-term nature. 9. Other financial assets Bond for office lease 10. Plant and equipment 2015 $ 2014 $ 36,410 36,410 2015 2014 Furniture & office equipment $ Exploration equipment $ Motor vehicles $ Total $ Furniture & office equipment $ Exploration equipment $ Motor vehicles $ Total $ Cost 54,831 108,717 213,838 377,386 54,831 108,717 213,838 377,386 Accumulated depreciation (39,860) (79,130) (161,868) (280,858) (26,189) (52,309) (108,910) (187,408) Net book amount 14,971 29,587 51,970 96,528 28,642 56,408 104,928 189,978 Opening net book amount 28,642 56,408 104,928 189,978 42,720 83,342 159,815 285,877 Additions - - - - - 1,006 - 1,006 Depreciation charge (13,671) (26,821) (52,958) (93,450) (14,078) (27,940) (54,887) (96,905) Closing net book amount 14,971 29,587 51,970 96,528 28,642 56,408 104,928 189,978 11. Trade and other payables Trade creditors Payroll tax Other payables and accruals 2015 $ 94,670 - 35,395 130,065 2014 $ 250,254 20,953 37,746 308,953 Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts of trade and other payables are assumed to be the same as their fair values, due to their short-term nature. 2015 Annual Report 41 Notes to the Financial Statements 12. Contributed equity (a) Share capital 2015 2014 Notes Number $ Number $ Ordinary shares fully paid (b),(d) 68,875,008 9,674,875 68,875,005 9,674,874 Ordinary shares partly paid (b),(d) 6,887,498 68,875 6,887,498 68,875 Total issued capital 75,762,506 9,743,750 75,762,503 9,743,749 (b) Movements in ordinary share capital Beginning of the year Issued during the year: Fully paid shares via entitlement issue Partly paid shares via entitlement issue Transaction costs Fully paid shares via option exercise End of the year 2015 2014 Number $ Number $ 75,762,503 9,743,749 55,100,004 8,323,675 - - - 3 - - - 1 13,775,001 1,515,231 6,887,498 68,875 - - (164,032) - 75,762,506 9,743,750 75,762,503 9,743,749 (c) Movements in options on issue Beginning of the year Issued via entitlement issue, exercisable at 25 cents on or before 31 December 2014 Exercised Expired or lapsed End of the year 2015 Number 2014 Number 36,537,498 29,650,000 - (3) (28,537,495) 6,887,498 - - 8,000,000 36,537,498 All options on issue are exercisable on a 1:1 basis for the Company’s ordinary shares and carry no rights to dividends and no voting rights. The options are exercisable at prices between $0.231 and $0.50 and expire between 30 June 2016 and 31 December 2016. (d) Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one (1) vote, and upon a poll each share is entitled to one (1) vote, in proportion to the number of and amounts paid on the shares held. Ordinary shares have no par value and the Company does not have a limited amount of authorised capital. The partly paid ordinary shares have a total issue price of $0.20 and are paid up to $0.01. The balance is payable by calls made by the Company no earlier than four (4) years after the date of issue (December 2013). Upon becoming fully paid, each partly paid share will rank equally in all respects with the other issued fully paid shares in the Company. 42 Breaker Resources NL Notes to the Financial Statements (e) Capital risk management The Company’s objective when managing capital is to safeguard its ability to carry on as a going concern, so that it may continue to provide returns for shareholders and benefits for other stakeholders. Due to the nature of the Company’s activities, being mineral exploration, the Company does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of capital risk management is the current working capital position against the requirements of the Company to meet exploration programs and corporate overheads. The Company’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required. The working capital position of the Company at 30 June 2015 and 30 June 2014 is as follows: Cash and cash equivalents Trade and other receivables Term deposits Other financial assets Trade and other payables Borrowings Working capital position 13. Dividends 2015 $ 1,209,437 51,483 30,000 36,410 (130,065) - 2014 $ 457,575 1,818,885 - - (308,953) (5,335) 1,197,265 1,962,172 No dividends were paid during the financial year. No recommendation for payment of dividends has been made. 14. Loss per share (a) Reconciliation of earnings used in calculating profit/(loss) per share Profit/(Loss) attributable to the owners of the Company used in calculating basic and diluted profit/(loss) per share (894,768) (1,042,822) 2015 $ 2014 $ (b) Weighted average number of shares used as the denominator Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share 68,875,006 62,195,073 2015 Number 2014 Number (c) Information on classification of options As the Company has made a loss for the year ended 30 June 2015, all options on issue are considered antidilutive and have not been included in the calculation of diluted earnings per share. These options could potentially dilute basic earnings per share in the future. 2015 Annual Report 43 Notes to the Financial Statements 15. Commitments (a) Exploration Commitments The Company must maintain current rights of tenure to tenements, which requires outlays of expenditure in 2015/16. Under certain circumstances these commitments are subject to the possibility of adjustment to the amount and/or timing of such obligations however they are expected to be fulfilled in the normal course of operations. Estimated expenditure on mining, exploration and prospecting leases for 2015/16 as at the date of this report: 2015 $ 2014 $ 905,250 1,287,334 (b) Capital Commitments There are no capital expenditure commitments for the Company as at 30 June 2015. (c) Lease Commitments: Company as Lessee The Company leases its office under a non-cancellable operating lease expiring within one (1) year. The lease contains options to renew terms up to three (3) years commencing on the expiry date. Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows: Within one (1) year Later than one (1) year but not later than five (5) years 2015 $ 65,422 - 65,422 2014 $ 76,601 65,422 142,023 16. Contingencies Pursuant to a mineral exploration and land access agreement (MELA Agreement) with the Cosmo Newberry (Aboriginal Corporation) and Yilka Native Title Group (WAD297/08) (together the Indigenous Party), as amended on 20 June 2014, the Company, whilst it holds certain tenement licences, must pay to the Indigenous Party an annual fee. The fee is payable within seven (7) days of each anniversary of the date of the MELA Agreement and comprises an amount of $200,000 indexed for CPI (All Groups) pro rata to the proportion of land held at the anniversary date compared to that held at the commencement date of the MELA Agreement. In addition to the above, within 28 days of the Company filing exploration expenditure reports with the Department of Mines and Petroleum, the Company must pay the Indigenous Party 15% of its overall exploration expenditure in relation to the area the subject of the MELA Agreement for the previous year less the relevant annual fee payable for that year, where 15% of its overall exploration expenditure for the previous year is greater than the relevant annual fee payable for that year. 44 Breaker Resources NL Notes to the Financial Statements 17. Reconciliation of loss after income tax to net cash outflow from operating activities Reconciliation of net loss after income tax to net cash flow from operating activities Net profit/(loss) for the year Non-cash items Depreciation of non-current assets Change in operating assets and liabilities (Increase)/decrease in trade and other receivables Increase/(decrease) in trade and other payables Net cash inflow/(outflow) from operating activities 18. Share-based payments 2015 $ 2014 $ (894,768) (1,042,822) 93,450 96,905 1,767,402 (178,888) (1,714,529) (549,022) 787,196 (3,209,468) (a) Employee share options The Company provides benefits to employees (including directors) and contractors of the Company in the form of share-based payment transactions, whereby employees render services in exchange for options to acquire ordinary shares. Options are granted under the plan for no consideration. The table below summarises the share-based payment options granted by Breaker Resources NL: 2015 2014 Weighted average exercise price cents Weighted average exercise price cents Number Number 8,400,000 32.3 8,400,000 34.5 - 400,000 8,000,000 8,000,000 - - 31.5 31.5 - - 8,400,000 8,400,000 - - 32.3 32.3 Outstanding at the beginning of the year Granted Forfeited/cancelled Outstanding at year end Exercisable at year end A total of 400,000 employee options lapsed during the year ended 30 June 2015 due to cessation of employment. The weighted average remaining contractual life of share options outstanding at the end of the financial year was 1.1 years (2014: 2.0 years) and the exercise prices ranged from 23.1 cents to 50 cents (2014: 23.1 cents to 50 cents). The weighted average fair value of the options granted during the year was Nil (2014: Nil). During the year, no expenses incurred arising from share-based payment transactions (2014: Nil). An amount of $56,893 was transferred from the share-based payment reserve to accumulated losses as a result of the cancellation of 400,000 employee options. 2015 Annual Report 45 Notes to the Financial Statements 19. Key management personnel transactions The aggregate compensation made to directors and other members of key management personnel of the Company is set out below: Short term benefits Post-employment benefits 2015 $ 627,251 15,269 642,520 2014 $ 734,348 24,996 759,344 There were no loans to/from key management personnel during the year. Detailed remuneration disclosures are provided in the Remuneration Report on page 17. 20. Related party transactions The Company had no transactions with related parties during the year except for payments to the key management personnel disclosed in the Remuneration Report on page 19. There were no guarantees provided to related parties during the year. 21. Remuneration of auditor During the year the following fees were paid or payable for services provided by the auditor of the Company, its related practices and non-related audit firms: (a) Audit services Rothsay Chartered Accountants – audit and review of financial reports Total remuneration for audit services 2015 $ 2014 $ 20,000 20,000 20,500 20,500 (b) Non-audit services There were Nil non-audit services provided by the auditor of the Company, Rothsay Chartered Accountants, during the year (2014: Nil). 22. Subsequent events There were no matters or circumstances arising since the end of the reporting period that have significantly affected, or may significantly affect the operations of the Company and the results of those operations or the state of the affairs of the Company in the financial period subsequent to 30 June 2015. 46 Breaker Resources NL Directors’ Declaration Directors’ Declaration The directors declare that: the Financial Statements comprising the Statement of Profit or Loss and Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and accompanying notes set out on pages 28 to 46 are in accordance with the Corporations Act 2001 (Cth), including: i. complying with Accounting Standards, the Corporations Regulations 2001 (Cth) and other mandatory professional reporting requirements; and ii. giving a true and fair view of the Company’s financial position as at 30 June 2015 and of its performance for the financial year ended on that date; there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; a statement that the attached financial statements are in compliance with International Financial Reporting Standards has been included in the Notes to the Financial Statements; and the directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001 (Cth). Signed in accordance with a resolution of the directors made pursuant to section 295(5) of the Corporations Act 2001 (Cth). On behalf of the directors TOM SANDERS Executive Chairman Perth, 4 September 2015 2015 Annual Report 47 Independent Audit Report 48 Breaker Resources NL Independent Audit Report 2015 Annual Report 49 ASX Additional Information ASX Additional Information Additional information required by the Australian Securities Exchange and not shown elsewhere in this report is provided below. The information is current as at 30 September 2015. Corporate Governance Statement The 2015 Corporate Governance Statement of Breaker Resources NL is available on the Company’s website at http://www.breakerresources.com.au/company/corporate-governance. Distribution of Equity Securities Analysis of numbers of equity security holders by size of holding: Fully paid ordinary shares Partly paid shares Number of holders Number of shares Number of holders Number of shares 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 100,001 and over 7 17 39 291 60,297 368,272 101 3,579,834 55 64,866,314 10 45 11 32 9 4,625 123,520 77,180 1,206,373 5,475,800 219 68,875,008 107 6,887,498 Unmarketable Parcel There are 29 holders of unmarketable parcels of fully paid ordinary shares, based on the closing market price of $0.066 on 30 September 2015. Restricted Securities There are no restricted securities on issue. Voting Rights All fully paid ordinary shares carry one (1) vote per share without restriction. Holders of partly paid shares are entitled to a fraction of one (1) vote which is equivalent to the proportion which the amount paid bears to the total issue price. Unlisted options carry no attaching voting rights. Substantial Shareholders The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act, and the details of their holding at the time of notification, are: Shareholder 1 2 3 4 Mr Thomas Stephen Sanders & Mrs Helen Sanders Geologic Resource Fund CQS Asset Management Limited Konwave AG on behalf of Gold 3000 and JB MP Konwave Gold Equity Voting interest Number Voting power % 16,362,908 8,583,665 5,000,000 4,396,875 23.64 12.40 7.26 6.38 50 Breaker Resources NL ASX Additional Information Top 20 Shareholders The names of the 20 largest holders of quoted fully paid ordinary shares (ASX: BRB) are: Shareholder Ordinary shares Number Equity held % HSBC Custody Nominees (Australia) Limited Mr Thomas Stephen Sanders & Mrs Helen Sanders HSBC Custody Nominees (Australia) Limited – GSCO ECA Mr Thomas Stephen Sanders & Mrs Helen Sanders Kurraba Investments Pty Ltd JP Morgan Nominees Australia Limited T T Nicholls Pty Ltd Jasper Hill Resources Pty Ltd Colbern Fiduciary Nominees Pty Ltd 1 2 3 4 5 6 7 8 9 10 Mark Robert Edwards 11 Michael John Kitney & Dale Jayne Kitney 12 Mr Wilhelm Schroder Tecca Pty Ltd 13 Alderhaus Pty Ltd 14 15 Future Super Pty Ltd 16 Westcap Pty Ltd 17 18 19 Mr Michael Frank Manford Cidel Bank & Trust Inc 20 Southern Terrain Pty Ltd Kahala Holdings Pty Ltd 10,625,000 9,212,589 8,526,750 7,064,826 5,000,000 2,780,649 2,694,790 2,669,334 2,280,073 1,180,000 1,160,000 891,723 860,178 832,658 695,408 506,780 474,000 452,588 397,269 337,500 58,642,115 15.426 13.376 12.380 10.257 7.260 4.037 3.913 3.876 3.310 1.713 1.684 1.295 1.249 1.209 1.010 0.736 0.688 0.657 0.577 0.490 85.143 The names of the 20 largest holders of quoted partly paid shares (ASX: BRBCA) are: Shareholder Ordinary shares Number Equity held % Mr Thomas Stephen Sanders & Mrs Helen Sanders HSBC Custody Nominees (Australia) Limited – GSCO ECA HSBC Custody Nominees (Australia) Limited Cornerstone Capital Pty Ltd Jetosea Pty Ltd Mr Murray Leslie Siviour Jasper Hill Resources Pty Ltd T T Nicholls Pty Ltd Colbern Fiduciary Nominees Pty Ltd Southern Terrain Pty Ltd Future Super Pty Ltd 1 2 3 4 5 6 7 8 9 10 11 12 Westcap Pty Ltd 13 Tecca Pty Ltd 14 Mark Robert Edwards 15 Mr Luke Patrick Thomas Sanders 16 Michael John Kitney & Dale Jayne Kitney 17 18 19 Mr David Anthony Odea 20 Jetosea Pty Ltd Skink Resources Pty Ltd Kahala Holdings Pty Ltd 1,309,871 1,138,375 1,062,500 873,912 250,000 248,171 247,732 219,768 150,181 87,000 75,669 69,140 65,217 65,000 65,000 55,000 52,907 50,000 47,500 46,294 19.018 16.528 15.427 12.688 3.630 3.603 3.597 3.191 2.180 1.263 1.099 1.004 0.947 0.944 0.944 0.799 0.768 0.726 0.690 0.672 6,179,237 89.717 2015 Annual Report 51 ASX Additional Information Unquoted Securities Details of unquoted securities on issue are: Class Unlisted 23.1 cent options, exercisable on or before 30 June 2016 Unlisted 28.1 cent options, exercisable on or before 30 June 2016 Securities Number 3,000,000 3,000,000 Unlisted 48.1 cent options, exercisable on or before 31 December 2016 1,000,000 Unlisted 50 cent options, exercisable on or before 31 December 2016 1,000,000 Holders of 20% or more of the class Details of holders of 20% or more of a class of unquoted securities are: Holders Number 3 1 1 1 Class Holder Securities Number Held % Unlisted 23.1 cent options, exercisable on or before 30 June 2016 Mr Thomas Stephen Sanders & Mrs Helen Sanders 2,000,000 67 Unlisted 28.1 cent options, exercisable on or before 30 June 2016 Mr Thomas Stephen Sanders & Mrs Helen Sanders 3,000,000 100 Unlisted 50 cent options, exercisable on or before 31 December 2016 Mr Alastair Barker 1,000,000 100 On-market Buy-back There is no current on-market buy-back. Inside Rear Cover Photos: Aircore Drilling at the Dexter Project (top); Geological Mapping at the De La Poer Project (bottom L & R) 52 Breaker Resources NL ABN: 87 145 011 178 12 Walker Avenue, West Perth, Western Australia 6005 Tel: +61 8 9226 3666 | Fax: +61 8 9226 3668 Email: breaker@breakerresources.com.au www.breakerresources.com.au