West Wits Mining
Annual Report 2018

Plain-text annual report

ANNUAL REPORT For the year ended 30 June 2018 “Transforming world class mineral resource into Gold” West Wits Mining Limited ABN 89 124 894 060 Annual report - 30 June 2018 Contents Chairman's letter Review of operations and activities Directors' report Financial statements Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Directors' declaration Shareholder information Corporate directory Page 1 2 13 24 25 26 27 28 52 58 60 Chairman's letter Dear Fellow Shareholders, On behalf of the Board of Directors, I am pleased to present the 2018 Annual Report for West Wits Mining Limited (“the Company” or “West Wits”) (ASX: WWI). The Company continued its strategic transformation during the 2018 financial period, making significant progress toward achieving its goal of becoming a Junior Gold Producer targeting production of >80,000oz Au per annum. Management’s key focus during the year was the further development of the Witwatersrand Basin Project (“WBP”) which gained momentum leading into the reporting period and then accelerated substantially. Production on the Kimberley Central Open Pit recommenced in June 2017, delivering free cashflow from October 2017 with proceeds allowing the Company to fund WBP’s broader exploration and development. This small-scale production project provides a unique opportunity. It has enabled West Wits to preserve capital through organic revenues and, importantly, demonstrates to South African authorities and our stakeholders generally that the Company can deliver a project that provides both employment opportunities and broader benefits through the rehabilitation of historical mine works. The Mining Right Application over WBP was submitted to the regulator in April 2018, this was a significant milestone for the Company as upon grant it would enable production to be scaled and extended to the broader resource area. Our geology and engineering consultants have undertaken an exceptional amount of work during the year, increasing the JORC Resource nearly threefold to a sizeable 3.67Moz with an average grade of 3.4g/t (2g/t cut-off). The Company was delighted to announce an exploration target for further resource growth subsequent to the reporting period. Multiple open-pit and underground targets have been identified to date and once the Mining Right has been issued current operations can be quickly extended to new open-pit areas, with relatively low initial capital expenditure. Analysis of WBP’s priority underground target, Kimberley East, demonstrated the robust nature of the resource which restated at an increased average specified grade of 5.0g/t (3.5g/t cut-off) still delivers 450,000 oz Au, and thereby highlights the projects capability of remaining economical through the commodity cycle. West Wits acquired two tenements in the Pilbara region of Western Australia. The Pilbara area generated a lot of excitement after Novo Resources (TSX-V: NVO) discovery at Purdy’s Reward which compared the conglomerates where the nuggety gold was found with that of those of the Witwatersrand Basin where our flagship project is located. The acquisitions supported our initiatives to raise funds for ongoing activity, extend the Company’s exploration footprint and allowed us to apply our extensive experience of the Witwatersrand style of mineralisation to the Pilbara. The exploration sector is still investing substantial amounts in an effort to gain an understanding of the geology of the area and initial field trips by our team confirmed extensive mineralisastion at surface across the Tambina project area. We are looking forward to progressing plans as funding becomes available. Progress at the Derewo River Project has been slower than anticipated and a source of frustration to the Board. Management continued its’ approach of working through our local partner, PT Tambang Ray Sejahtra (TRS), who fund current activity and are more equipped to navigate the local regulatory environment. The area has exceptional prospectivity for gold mineralisation however the Board will continue to review the strategy in the subsequent period. Thank you for your ongoing interest and support of West Wits. For and on behalf of the Board Mr Michael Quinert Executive Chairman Melbourne 27 September 2018 1 West Wits Mining Limited Review of operations and activities 30 June 2018 Highlights o The Witwatersrand Project Global Mineral Resource Estimate (MRE) grew by 2.3Moz to 34.1 Mt @ 3.4g/t Au for 3.67Moz (at a 2.0 g/t cut-off) o 21.2Mt @ 3.51 g/t Au for 2.4Mz is in the Measured & Indicated categories o Small-scale operations at WBP delivered 8,270oz of gold production and net proceeds of $1.4m to fund South African operations o Submission of the Company’s Mining Right application to the South African regulator for the Witwatersrand Basin Project, a key development milestone o Building key partnerships with local community groups to improve the standard of living and provide employment opportunities o Acquisition of two tenements in the Pilbara (Australia), both highly prospective for conglomerate hosted gold, with three mining leases on the Tambina Project where initial field trips resulted in very positive sample results of the mineralised conglomerate outcrop Overview West Wits Mining (ASX: WWI) (the Company or West Wits) made significant progress at its’ flagship Witwatersrand Basin Project (WBP) over the reporting period. The Company maintained momentum from the end of FY2017 having expanded production and JORC Resource, submitting its Mining Right application and extending West Wits’ exploration footprint to the highly prospective Pilbara region in Western Australia. Progress at the Derewo River Gold Project (Derewo) remains slow, Management’s strategy to work through a local alliance minimises West Wits’ ongoing capital requirement, whilst retaining the upside exposure to the project’s exploration potential. Delivering on a key objective, work performed during the period enabled management to increase the JORC Mineral Resource Estimate by 2.3Moz, growing the global resource at the Company’s WBP to 3.67Moz. Importantly, 2.4Moz is in the Measured & Indicated categories, increasing confidence in the Resource, which is fundamental when transferring a Resource to a Reserve. Production re-commenced at WBP’s Kimberley Central Open Pit operation during the period, delivering key benefits to both the Company & local community groups. Total ore processed was approx. 160,000, at an average recovered grade of 1.8g/t which delivered 8,270oz of gold and net-cash proceeds of approx. $1.4m, funding WBP’s on-going exploration and development activities. Current operations were made possible through a government directive to rehabilitate historical mine works on the Company’s lease area. The directive’s aim is to remove access to illegal miners in the area, rehabilitate the land and facilitate suburban development. Management is well progressed on this objective with Pit 1’s rehabilitation due to be completed in October. Current operations have also enabled West Wits to deepen its’ engagement with the local community by providing both employment on the project and funding for multiple not-for-profit local community support initiatives. The Company reached an important milestone during the year having submitted to the regulator its’ Mining Right application over WBP’s lease area, approval is anticipated for 4Q FY2019. Once approved, management can extend open-pit operations and begin underground mine development, moving West Wits towards full-scale mining. In the interim two mining permits have also been sought, each covering a 5ha area, which allow open-pit mining whilst the Company’s mining right approval is being determined. The mining permits are forecast to be granted by 2Q FY2019 and are expect to double current production rates. The acquisition of two tenements (Tambina & Mt Cecelia) in the Pilbara region of Western Australia during the period secured West Wits a foothold in an area highly prospective for conglomerate gold. The Pilbara received international attention after Novo Resources (TSX -V: NVO) discovery at Purdy’s Reward, with comparisons made to the Witwatersrand Basin’s geology. Management is able to leverage its’ extensive Wits expertise to gain an understanding 2 West Wits Mining Limited Review of operations and activities 30 June 2018 (continued) of the Pilbara projects geology and advance exploration. Three field trips to Tambina, which has three mining leases, mapped a strike length of 1,300m of gold mineralisation at surface with very positive assay results of rock-chip samples received. West Wits maintains its’ strategy of partnering with a large, well connected and experienced local group to progress the Indonesian subsidiary’s Derewo Project. The Company’s main project partner, PT Tambang Ray Sejahtra (TRS), has continued to lobby various levels of the Indonesian Government to confirm the Clean and Clear (C&C) certification of the Company’s tenements (IUP’s) and also secure the alluvial site. The Company is optimistic this goal will be achieved albeit frustrated with the level of progress. Witwatersrand Basin Project, South Africa 1) PRODUCTION – Kimberley Central Open Pit a. Background Mining of the Kimberley Central Open Pit has been permitted through a government directive to rehabilitate historic mine works across a 1,500m section of Kimberley Reef outcrop. The rehabilitation involves the mining of historical crown pillars through open pit operations which, once backfilled, remove access by illegal miners to the historical mine works and allow for urban development. West Wits’ strategy has been to partner with a local head contractor, Elandiwave, which is made up of a consortium of seasoned South African mining professionals and includes Wests Wits Black Equity Empowerment (BEE) partner. Under the agreement, West Wits received 60% of net proceeds from Pit 1 & 2, with net proceeds from Pits 3, 4 & 5 split on a 50:50 basis. The agreement also required Elandiwave to fund the initial working capital, which was repaid from net proceeds in the first 4 months of operations. b. Production Kimberly Central Open Pit has been operating continuously since recommencing in June 2017, the current mine schedule forecasts production to be completed in February 2019. Average monthly ore production was 13,500t for a total of 165,000t. Monthly production varied considerably over the period due to the nature of small-scale operations, which limits the Mine Planner’s ability to smooth out production for impacts such as the commissioning of new pits or seasonal heavy rain. Despite this, the operations team delivered on Management’s production target range of 10,000 – 15,000t ore per month. Pit 1, the largest of the five planned pits, was completed in May 2018 having produced approx. 103,000t ore at an average recovered grade of 1.78g/t, delivering 5,890oz with a final strip ratio of 10:1. Pit 2 production was completed in July 2018 (post period) after 10 months of operations, the pit covered a smaller area and produced approx. 39,000t of ore at final strip ratio of 13:1. Combined Pit 1 & 2 production since operations recommenced (June 2017) hit the forecasted 90,000t of targeted high-grade ore (~2g/t) however an incremental 18,400t of lower grade ore (~1g/t) was also produced. This reduced the recovered grade however added to the net proceeds of the project as the low-grade ore is in the hanging wall of the target reefs and had to be mined to access them and therefore only incurs additional transport and processing costs. Pit 3 (pictured) commenced production in November 2017, near the end of the reporting period the geology team identified a continuation of high-grade Kimberley reef at the western end of the pit which has enabled the extension of planned production by a further 3 months and will make Pit 3 comparable in size to Pit 1. The extension of the reef has required our mine engineers to redesign access to the pit, resulting in a higher stripping ratio from May – August 2018, however this is set to decrease through the remainder of the pit’s life and is expected to deliver material benefits. April 2018 saw the start of operations at Pit 4, shortly after commencement it was identified that the Kimberley reef band being targeted extended to be in close proximity to the scheduled area of Pit 5. This resulted in the mine engineer extending Pit 4 to encompass the planned Pit 5 area. 3 West Wits Mining Limited Review of operations and activities 30 June 2018 (continued) Image: Pit 3 outlining the target bands of the Kimberley Reef, K9A & K9B, and the re-design to enable access to the reef extension (top left of image) c. Processing WWI toll treats its ore through third party mills, the majority of production (135,000t) throughout the period was processed at Sibanye Stillwater’s Ezulwini plant located approximately 40km’s away, with a small portion (25,000t) of lower grade ore (0.9 -1.7g/t) processed at the Mogale plant in the five months to March 2018. Dry ore tonnes paid during the period totaled 143,000t at an average grade of 1.8g/t for total production of 8,270oz Au. Recovered grade is below the targeted 2.0g/t, this is largely attributable to inclusion of low-grade material which operators mine through to access the higher-grade reef. Mine management is continuing to focus on mining methods to limit dilution and ensure grade of production meets the 2.0g/t target. The Company’s Board intends to continue its’ strategy of toll treating production as there is significant excess milling capacity at multiple plants within close proximity of the project. This enables WWI to obtain highly competitive rates and de-risks the project by reducing capital costs associated with the construction and operation of a plant, including associated management of tailings. Average processing costs were approx. AU$33.50/t, comprising of AU$24.80/t in tolling fees and AU$8.70/t for transport costs to the mill. d. Rehabilitation West Wits has made significant progress on a key outcome of the current open-pit project, completing 90% of the rehabilitation of Pit 1 at the time of reporting. To rehabilitate the area under the government directive, operators mine the remnant crown pillars which encompass the historical mine shafts to a depth of 15-30m. The mine shaft is then concrete plugged at the base of the pit, the open-pit area is backfilled and flattened, removing the illegal miners operating in the area access to the old mine works and readies the area for urban development (pictured). 4 West Wits Mining Limited Review of operations and activities 30 June 2018 (continued) Image: Historical mine shaft (top left), police clearing the area of illegal miners before Pit 1 commenced operations (top right), and aerial view of Pit 1 in July when rehab was approx. 60% complete (bottom) e. Proceeds from Operations Net proceeds from operations attributable to West Wits during the period totaled approx. AU$1.4m, providing funding for on-going exploration and development activities. The average price received for production was AU$1,680. Total costs for the Kimberley Central Open Pit operation, including rehab and after allocation to contract partner Elandiwave, was approx. AU$1,500 (10.4% margin). The C1 costs averaged approx. AU$1,350/oz (pre-distribution to Elandiwave) with a range of AU$970-2,140/oz per month, which demonstrates the variability associated with small-scale production. Management expects costs to be in the lower quartile of that range when benefiting from economies of scale once the Mining Right application is granted and open-pit operations are extended to multiple targets. 5 West Wits Mining Limited Review of operations and activities 30 June 2018 (continued) 2) EXPLORATION a) Background WWI’s WBP comprises of two historic mining centres, Durban Deep and Rand Leases, within the Witwatersrand Basin and forms part of the world’s largest goldfield. Mining has been taking place within these areas since the goldfields were discovered in 1886, during that time up to seven different gold bearing conglomerate horizons were mined from surface down to 3,100m. Total production for the combined Durban Deep and Rand Lease areas was >40 Moz Au at grade exceeding 5 g/t Au and the historical mine had a 12.8Moz Mineral Resource Estimate (JORC 1997) at the time of closure in 2000 (ASX: WWI prospectus 15 November 2007). Harmony Gold Mining (JSE: HAR) reported production of 86,000 oz of gold for FY2017 at its Doornkop Mine situated directly adjacent to WBP’s western boundary. b) Resource WWI’s JORC Resource grew by 2.27Moz as result of work performed during the period, the growth represents a significant achievement for the Company and increased the Global Resource to 3.65Moz with 2.4Moz in Measured and Indicated categories. Table 1 (below) shows the Global JORC Resource announced on 16th July 20181 and also takes into account depletion resulting from tonnes removed in the Kimberley Central Open Pit operations. A recent resource estimation focused on the K9B band of the Kimberley East Reef package and increased the Global Resource by 395,000oz (Measured +213,000oz, Indicated -255,000oz & Inferred +437,000oz) when compared to the Company’s Resource as at the 30th June 2018. TABLE 1: UPDATED GLOBAL MRE FOR THE WITWATERSRAND BASIN PROJECT AT 2.0G/T CUT-OFF Category Measured Indicated Measured & Indicated Inferred Total Tonnes (millions) Grade (g/t Au) Ounces Au 12.01 9.1 21.1 13 33.9 3.65 3.37 3.54 3.0 3.4 1,420,000 988,000 2,418,000 1,248,000 3,656,000 Notes: The Global MRE set at a 2.0 g/t Au cut-off. Reported in accordance the JORC Code of 2012. Number differences may occur due to rounding errors. WWI had previously only considered resources to 400m for the inclusion in published documents. The inclusion of deeper resources within the Kimberley Reef Outcrop (East) – mineralisation between 400-1,500m below surface – was made possible following an evaluation by Bara Engineering Consulting (Pty) Ltd which identified technical means to access these areas. Effectively, the new MRE captures both historic mining and surface data that has been subjected to an extensive exercise of historical data recapture and validation followed by a new Mineral Resource Estimation (MRE) utilising ordinary kriging. The modern estimation techniques to create domains of higher grade “pay shoots” and lower grade “overbank” areas that are interpreted to result from the primary geological features of the reef. This is crucial as it allows for the identification of large high-grade areas that will be targeted for underground production. 1 The original report was “Global Resource Grows by 428,000oz Au to 3.67Moz at Witwatersrand Basin Project” which was issued with consent of competent persons, Hermanus Berhardus Swart & Dr Andrew J. Tunks and released to the ASX on 16th July 2018 and can be found on the Company’s website (https://westwitsmining.com/). All material assumptions and technical parameters underpinning the estimates used to determine the Mineral Resource have not materially changed & the company is not aware of any new information or data that materially effects the information included in the relevant market announcement. The form & context in which the Competent Persons’ findings are presented have not been materially modified. 6 West Wits Mining Limited Review of operations and activities 30 June 2018 (continued) TABLE 2: PRIOR YEAR GLOBAL MRE FOR THE WITWATERSRAND BASIN PROJECT AT 2.0G/T CUT-OFF Category Measured Indicated Measured & Indicated Inferred Total Tonnes (millions) Grade (g/t Au) Ounces Au 2.21 5.6 7.81 4.9 12.7 4.25 3.3 3.57 3.1 3.38 302,000 590,000 892,000 489,000 1,381,000 Notes: The Global MRE set at a 2.0 g/t Au cut-off. Reported in accordance the JORC Code of 2012. Number differences may occur due to rounding errors. West Wits’ released analysis of the declared resource on Kimberley East area, the first underground target area on 31st August 2018 (post period) which demonstrated the robust nature of the resource. Utilising differing cut-off grades when re-examining the K9B reef, as may appropriate when mining underground, when the cut-off grade is increased to 3.5g/t (from 2.0g/t) the average grade increases to 5.0g/t for 450,000oz au (from 3.4g/t for 1.2Moz) which illustrates the potential of the K9B reef to support underground mining in a variety of circumstances2. c) Exploration Target The 31st August 2018 ASX release also identified an Exploration Target of between 600,000oz (6.5M tonnes at 3.0g/t) and 1,000,000oz (8.0M tonnes at 4.0g/t) on the same area of the Kimberley East reef package2. The target focuses on the K9A reef which sits 10m stratigraphically above the K9B reef and has been extensively mined on the historic Durban Deep portion of the Witwatersrand Basin Project. The Exploration Target is based on an assumed 2.0 g/t cut- off, it utilises previous mining to the west of the area under consideration and the well understood geology of the Kimberley reefs where current open pit mining is taking place at the Kimberley Central Open Pit. The potential quantity and grade of the Exploration Target is conceptual in nature, that there has been insufficient exploration to estimate a Mineral Resource and that it is uncertain if further exploration will result in the estimation of a Mineral Resource 2 The original report was “Witwatersrand Basin Project’s Kimberley Reef East Upside Potential” which was issued with consent of competent persons, Hermanus Berhardus Swart & Dr Andrew J. Tunks, it was released to the ASX on 31st August 2018 and can be found on the Company’s website (https://westwitsmining.com/). The company is not aware of any new information or data that materially effects the information included in the relevant market announcement. The form & context in which the Competent Persons’ findings are presented have not been materially modified. 7 West Wits Mining Limited Review of operations and activities 30 June 2018 (continued) 3) LICENSING a) Mining Right West Wits currently holds a Prospecting Right over the two lease areas however the Company reached an important milestone during the period having submitted its’ Mining Right application which received formal acceptance from South Africa’s Department of Mineral Resources (DMR) in May 2018 for processing. Once regulatory approval is secured, it opens options to have concurrent mining operations at several locations across the WBP, enabling the production platform to be rapidly scaled. This is a key step in the Board’s strategic plan to transform WWI into a junior miner with successful operations in the Witwatersrand Basin, producing >80,000oz Au per annum. Securing mining rights is a rigorous process, as the regulator enforces strict environmental standards and ongoing rehabilitation obligations. Moreover, it must be shown to the regulator that West Wits has engaged with numerous stakeholders and community groups to ensure there is full consultation with respect to the proposed mining project and its impacts. To this end, management is fully engaged with nearby communities and other stakeholders. With rehabilitation of Pit 1 & 2’s mined out areas of the Kimberley Central open-pit well underway, we are already demonstrating West Wits ability to deliver on community and stakeholder requirements. Management expects to know the outcome of the approval process by 4Q FY2019. b) Mining Permit WWI’s team in South Africa have submitted two mining permit applications to the DMR. Under South Africa’s regulation, a company can apply for a mining permit whilst its’ mining right application is being assessed and each permit allows open-pit mining on a five-hectare area. The areas applied for are Main & South Central and Kimberley West open-pits which were selected primarily for the expected grade, with the earlier believed to be materially higher than the circa 2 g/t Au currently being achieved at the Kimberley Central open pit. WWI currently anticipates the permit approval process to be completed in November 2018, as the regulator places a heavy emphasis on legacy environmental rehabilitation efforts and community engagement. Notably, however, WWI has already demonstrated to the regulator – with its efforts on Kimberly Central open-pit – that it continues to meet all key obligations. 4) COMMUNITY West Wits is proactively engaged with communities to build strong, mutually beneficial relationships based on trust and respect, to ensure the success and sustainability of both the local communities and our business. The Witwatersrand Basin Project is located on the western fringe of Johannesburg, an area with several communities who identify unemployment as a key concern. West Wits is committed to supporting the local population with most of the Company’s initiatives are focused on sustainable job creation through; learning & development programs, supporting new industries and the provision of basic services to the underprivileged & unemployed. Two of West Wits’ cornerstone community partner groups are the Mandelaville Crisis Centre and the Sol Plaatjie Community Soup Kitchen. Mandelaville Crisis Centre The centre was established in 2002 to provide a number of services to combat poverty and works in partnership with government & civil society, to enhance the lives of communities through economic emancipation and moral leadership. West Wits has sponsored several local community members seeking employment through a market garden program. The project develops skills to not only grow fruit & vegetables, but also sell produce at the Johannesburg market and reinvest the proceeds back into the project to ensure its sustainability. Any excess produce is distributed amongst the disadvantaged in the community. Management donated three desktop computers to the centre’s computer lab, multiplying the number of students that can be taught in a single class by approximately 50%. The donation has expanded the reach of the various learning 8 programs, increasing class sizes and improving computer literacy of the local community to better enhance their prospects of securing jobs in modernised industries. West Wits Mining Limited Review of operations and activities 30 June 2018 (continued) WWI sponsored Mandelaville Crisis Centre’s Vegetable Project (left) and training at the computer lab (right) Sol Plaatjie Community Centre – Soup Kitchen West Wits are building the infrastructure of a local community development center. This includes laying the foundations, installing the toilet block, connecting gas & electricity, converting a sea container into an office block, and more. The center provides meals to the underprivileged and unemployed in the area, with a focus on the young and elderly. Image: Sol Plaatjie Community Soup Kitchen Witwatersrand Basin Project The Kimberley Central Open-Pit project has over 20 local community members in current employment. West Wits’ mining right application submitted to the DMR identified that a minimum of 500-700 employees would be required when the planned mine was at full capacity, making it a major employer in the area. 9 West Wits Mining Limited Review of operations and activities 30 June 2018 (continued) Image: WWI employees at Kimberley Central Open-Pit’s 1yr Anniversary celebration In addition to unemployment, crime is also a key concern of community leaders. A significant contributor is the establishment of the illegal mining communities who perform artisanal mining in the historical mine works. Not only is the mining unregulated and unsafe, the illegal activities also bring other crime problems to the area such as gun- violence over territorial disputes, drugs and prostitution. One of the key elements of West Wits’ Kimberley Central Open Pit project has been the rehabilitation of historical mineworks near surface to remove access to the old mine shafts by illegal miners. The rehabilitated areas will enable the landowners to extend urban development, including low cost housing, parks and playing fields, providing a safer environment for locals. The company is also working with local stakeholders on the potential development of a market garden precinct on rehabilitated areas, creating an alternative industry with sustainable employment opportunities. Pilbara, Australia a) Background Opportunistically, management acquired two tenements (Tambina & Mt Cecelia) in the Pilbara region of Western Australia during the period, securing a foothold in an area which has recently seen a “21st Gold Rush” after Novo Resources (TSX -V: NVO) discovery at Purdy’s Reward. The area forms part of the Lower Fortescue Group which is highly prospective for conglomerate hosted gold and has been commonly compared to the Witwatersrand Basin region. The purchase of each tenement was coupled with a capital raising, securing $2.2m (gross), which enabled the Board to shore up the balance sheet, ensuring ongoing development of the Company’s projects and allow the Company to apply its extensive knowledge and experience from the Witwatersrand Basin to this new frontier. 10 West Wits Mining Limited Review of operations and activities 30 June 2018 (continued) Figure: West Wits two assets in the Pilbara, Australia b) Tambina Project The Company completed the Tambina acquisition in January 2018, the project comprises of three mining licenses which cover a total area of 102ha. The project is located in the east Pilbara, circa 150km southeast of Port Hedland, and is accessed via a well-maintained road, that services Atlas Iron’s Mt Webber mine, and exploration tracks. The key point of difference with the project is the three mining leases, as it means WWI could fast-track the commencement of any identified opportunity for mining operations materially faster than many peers as most regulatory requirements have been cleared. Three field trips were performed during the reporting period, including due diligence, with the key purpose of identifying and mapping the gold bearing conglomerate horizons across the area. Assays of 73 rock-chip samples collected from 26 sites during field trips, all returned anomalous results >0.17 g/t Au, while 50 were > 0.5 g/t Au. The best 12 results returned values >6 g/t, with the highest 185 g/t over 2m. The geology team has now mapped gold mineralisation at surface for over 1,300m of strike, the prospective zone is with a series of gossanous conglomerate horizons containing abundant chert clasts. Photos of sample WWT0020 (Bag 2 of 3): Visible gold in pan concentrate, collection site and sample photo. The Geochemical assay for WWT0020 Bag 2 returned 185g/t. 11 West Wits Mining Limited Review of operations and activities 30 June 2018 (continued) The Company has assessed options regarding the next phase of project development, including shallow drilling or low- cost trial mining programs. Management is currently prioritising the allocation of resources towards the Witwatersrand Basin Project whilst it’s in this critical phase of the mining right application with small-scale production which delivers free cashflow. However, exploration activity of peers in the region is closely followed by the team and management plans to advance the project as soon as capacity becomes available. c) Mt Cecelia Project The Company completed the acquisition of the Mt Cecelia project in December 2017, the project covers an area of 224 sq km and is located in the eastern Pilbara some 150km ENE of Marble Bar. Of critical geological significance is the fact that some 215ha of the project area is comprised of the Hardey Formation of the Lower Fortescue Group, which is highly prospective for conglomerate hosted gold. The project is currently subject to the granting process for an exploration license. Negotiations are being held with the Native Title Parties to complete the Heritage Agreements, whilst negotiations are progressing, there are several issues that remain unresolved however management is confident of a positive outcome for both parties. Once the exploration license is granted, the geology team is ready to implement the first phase of the exploration program. Derewo River Project, Indonesia The Company’s Indonesian subsidiary, PT. Madinah Quarataa’in (PTMQ), which is made up of a business alliance with local groups continues to be frustrated by the regulatory process regarding the Clean & Clear (C&C) certification of the Derewo River Project’s tenements (IUP’s). Whilst no formal progress has been made beyond the official recommendation for C&C status of the approximate 85,000ha of approximate 127,000ha area covered by PTMQ’s IUP, TRS has continued to navigate the local regulatory process and is currently securing a funding partner to execute the final stages of their plan to both receive the C&C certification and secure the alluvial site. Management’s strategy has reduced West Wits ongoing capital investment with TRS bearing the cost of procuring the C&C Certificates, reinstatement of the balance of the original IUP’s and securisation of the alluvial site. The information in this report relates to Mineral Resources is based on information compiled by compiled by Hermanus Berhardus Swart, a Competent Person who is a Professional Natural Scientist registered with South African Council for Natural Scientific Professions accredited (No. 400101/00) and a Fellow of the Geological Society of South Africa, each of which is a “Recognised Professional Organisation” (RPO) that is included in a list that is posted on the ASX website from time to time. Hermanus Berhardus Swart is employed by Dunrose Trading 186 (PTY) Ltd trading as Shango Solutions, which provides services as geological consultants to the Company. Hermanus Berhardus Swart 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”. Hermanus Berhardus Swart consents to the inclusion in this announcement of the matters based on his information in the form and context in which it appears Dr. Tunks (Member Australian Institute Geoscientists) conducted a peer review of the results. Dr Tunks is the Company’s Exploration Director and 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, Minerals Resources and Ore Reserves’. Dr Tunks consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.’ 12 West Wits Mining Limited Directors' report 30 June 2018 Your Directors present their report on the consolidated entity consisting of West Wits Mining Limited and the entities it controlled at the consolidated entity is referred to as the group. the year ended 30 June 2018. Throughout the end of, or during, the report, Directors and company secretary The following persons held office as Directors of West Wits Mining Limited during the financial year: Mr Michael Quinert, Executive Chairman Mr Vincent Savage, Executive Director Mr Daniel Pretorius, Non-Executive Director Mr Hulme Scholes, Non-Executive Director Dr Andrew Tunks, Executive Director (appointed 13 March 2018) The following person held office as company secretary of West Wits Mining Limited during the financial year: Mr Phillip Hains, Company Secretary Mr Michael Quinert Executive Chairman Experience and expertise Mr Quinert graduated with degrees in economics and law from Monash University and has over 30 years experience as a commercial lawyer, and over 20 years as a partner in a Melbourne law firm. He has extensive experience in assisting and advising public companies on capital raising and market compliance issues. Other current directorships First Au Ltd (ASX: FAU) Former directorships in last 3 years Manalto Limited (ASX: MTL) Covata Limited (ASX: CVT) Special responsibilities Member of Audit, Risk & Compliance Committee and Remuneration & Nomination Interests in shares and options Committees Interest in shares Interest in options 18,962,990 12,000,000 Mr Hulme Scholes Independent Non-Executive Director Experience and expertise Mr Scholes graduated with a BA Law and LLB degree from the University of the Witwatersrand and is an admitted attorney of the High Court of South Africa. Mr Scholes specialises in mining and mineral law, has practised exclusively in the field for 20 years and is regarded as one of South Africa's experts within mining law. He was a partner of Werksman Attorneys based in Johannesburg from 1999 to 2008 and is currently a senior partner at Malan Scholes Attorneys. He started his professional career as a learner official for Harmony Gold Mining Co. Limited in the 1980's which provides him with a unique blend of experience. Other current directorships Mr Scholes is currently a Non-Executive Director of Randgold and Exploration Company Limited (JSE Listing) (JSE: RNG). Former directorships in last 3 years Current: Non-Executive Director - Randgold and Exploration Company Limited Special responsibilities Nil Interests in shares and options Interest in shares Interest in options 1,136,364 - 13 West Wits Mining Limited Directors' report 30 June 2018 (continued) Directors and company secretary (continued) Mr Daniel (Niel) Pretorius Independent Non-Executive Director Experience and expertise Other current directorships Mr Pretorius was appointed Group Legal Council for DRDGold Limited (DRDGold) in 2003 and Chief Executive Officer of DRDGold Ltd in January 2009. He has over 20 years’ experience in the mining industry. Mr Pretorius was present through the re-focus of DRDGOLD's strategy to exit deep level underground mining, and focus on surface reclamation through the expansion of their Crown Gold Recoveries footprint, the acquisition and recommissioning of Ergo, and more recently the acquisition of the surface gold portfolio of SibanyeStilwater. Mr Pretorius is currently a Executive Director of DRDGold Limited (JSE:DRD). Former directorships in last 3 years Current: Executive Director: DRDGold Limited (JSE: DRD) Special responsibilities Nil Interests in shares and options Interest in shares Interest in options - - Mr Vin Savage Independent Non-Executive Director Experience and expertise Mr Savage has over 36 years’ experience in the building and mining industries, coupled with 21 years working within the insolvency and business advisory sectors. Mr Savage’s experience has seen him lead company reconstructions, refinancing and development projects for mining clients throughout Australia and Internationally. three years Mr Savage has been intimately involved in all Over governmental and regulatory issues involving the Derewo River Gold Project as well as working closely with the Company’s local Indonesian partners. the last Other current directorships Nil Former directorships in last 3 years Fluence Corporation Limited (ASX: FLC) Special responsibilities Chair of Audit, Risk & Compliance and Remuneration & Nomination Committees Interests in shares and options Interest in shares Interest in options 14,194,231 5,000,000 14 West Wits Mining Limited Directors' report 30 June 2018 (continued) Directors and company secretary (continued) Dr Andrew Tunks Executive Director Experience and expertise Dr Tunks is a highly credentialed geologist with 30 years of local and international experience, particularly in the gold sector. He has spent many years exploring and overseeing projectsin developing countries throughout Africa and South America. Global experience means Dr Tunks can provide expertise in navigating diverse regulatory systems. Having begun his career with Western Mining Corporation (WA) Dr Tunks progressed to senior positions with leading gold producers including the role of Chief Geologist at both IAMGOLD Corporation and Ranger Minerals (West Africa). Since then, Dr Tunks has held several executive roles with ASX-listed groups including CEO of Auroch Minerals, General Manager - Operations at Orinoco Gold (Brazil) and CEO of A-Cap Resources (Botswana). More recently, he was appointed MD of Meteoric Resources. Dr Tunks has lectured on economic and structural geology at University of Tasmania, published articles in peer-reviewed journals and presented at numerous conferences. He is a member of the Australian Institute of Geoscientists, holds a Bachelor of Science (Hons) from Monash and a PhD in geology from the University of Tasmania. Other current directorships Meteoric Resources NL (ASX: MEI) Former directorships in last 3 years MSM Corporation International Limited (ASX: MSM) Auroch Minerals Limited (ASX: AOU) Special responsibilities Nil Interests in shares and options Interest in shares Interest in options Mr Phillip Hains Company Secretary 1,033,449 12,000,000 Experience and expertise Mr. Hains is a Chartered Accountant and holds a master of business administration from RMIT University. Mr Hains has over 20 years’ experience in providing businesses with accounting, administration, compliance and general management services. Other current directorships Former directorships in last 3 years Nil Nil Special responsibilities Nil Interests in shares and options Interest in shares Interest in options - - 15 West Wits Mining Limited Directors' report 30 June 2018 (continued) Directors and company secretary (continued) Meetings of directors The numbers of meetings of the group's board of Directors and of each board committee held during the year ended 30 June 2018, and the numbers of meetings attended by each Director were: Mr Michael Quinert Dr. Andrew Tunks Mr Vincent Savage Mr Daniel Pretorius Mr Hulme Scholes Full meetings of directors B A 6 6 1 1 6 6 6 6 6 5 Meetings of committees Audit Remuneration A 4 - 4 - - B 4 - 4 - - A 1 - 1 - - B 1 - 1 - - A = Number of meetings attended B = Number of meetings held during the time the Director held office or was a member of the committee during the year Principal activities The economic entity's principal continued activities in the course of the financial year were to explore for gold at the mining tenements situated in Western Australia, South Africa and Papua Province, Indonesia. There have been no significant changes in the nature of those principal activities during the financial year. Dividends The Directors did not pay or declare any dividends during the financial year (2017: Nil). The Directors do not recommend the payment of a dividend in respect of the 2018 financial year. Review of operations Information on the operations and financial position of the group and its business strategies and prospects is set out in the review of operations and activities on pages 2 to 12 of this annual report. Operating results The consolidated results for the economic entity for the year were as follows: $1.00 Revenue Net loss for the year after tax 2018 $'000 $8,739 ($1,390) 2017 $'000 $559 ($571) The consolidated loss after income tax for the year is $1.390 million (2017: $0.571 million). The net operating and investing cash outflows for the year were $1.215 million (2017: $0.564 million). The cash balance of the economic entity as at the 30 June 2018 was AUD $1.209 million (2017: AUD $0.165 million). Material business risks The economic entity operates within the gold mining exploration and development industry. The economic entity is subject to a range of internal and external business risks, many of which lie outside the control of the Board and management. The material identified risks include: Foreign Exchange: The economic entity’s main business activities are undertaken within South Africa and Indonesia with the vast proportion of expenditure denominated in South African Rand, Indonesian Rupiah and United States Dollars. Each exchange rate is free floating and therefore exposed to currency market fluctuations leaving the potential for negative price movements to impact on operating costs. Management attempts to mitigate some currency risk, where possible, through buying the local currencies when the currencies are weak and keeping those currencies in reserve for future use. 16 West Wits Mining Limited Directors' report 30 June 2018 (continued) Review of operations (continued) Material business risks (continued) Government Policy: Indonesia and South Africa have undergone significant political change over the past 20 years with each political regime continuing to evolve. Management continues to engage with all levels of government, law enforcement agencies and regulators in order to maintain that it acts as a good corporate citizen and adheres to all local rules. However, the overseas jurisdictions in which the economic entity operates are prone to political change and nationalistic focussed policies which could adversely impact upon the Company’s operations. Indigenous Relationships: Relationships with the economic entity’s local indigenous partners in Indonesia are critical to the success of the economic entity’s operation at Derewo. There are also local laws under which the economic entity must adhere to when working with its indigenous partners. As such the economic entity engages with its indigenous partners on a regular basis to ensure that all requirements and expectations are being met. Illegal mining operations: The economic entity has experienced many challenges in dealing with illegal mining operations on the tenements. Although the actions of these artisinal miners are contrary to the laws of Indonesia, it is often difficult to have them removed. Their presence on the tenements has caused delays in the economic entity’s exploration and processing activities. The economic entity continues to work with local government agencies to have the miners removed within the boundaries of local & federal laws. Exploration: The economic entity has a significant amount of historical exploration data which has provided a number of anomalies to assess as possible sources of gold in the region. However, there can be no certainty that these anomalies will involve an economic resource or are in fact the source of gold. Furthermore the terrain and vastness of the tenement package present significant hurdles in undertaking exploration. Political activism: Anti-government political activism in Papua is ongoing. The economic entity continues to work with all levels of government to minimise any impact, which could be experienced in the future. Event since the end of the financial year No matter or circumstance has occurred subsequent to period end that has significantly affected, or may significantly affect, the operations of the group, the results of those operations or the state of affairs of the group or economic entity in subsequent financial years. Likely developments and expected results of operations The likely developments in the economic entity’s operations, to the extent that such matters can be commented upon, are covered in the Review of Operations in this annual report and above. In the opinion of the Directors, disclosure of detailed information regarding the expected results of those operations in financial years after the current financial year is not predictable at this stage, or may prejudice the interests of the economic entity; accordingly this information has not been included in this report. Significant changes in the state of affairs During the year, the economic entity's share capital increased by $4.9 million as a result of 262 million new ordinary shares issued. These shares were issued: • under the private placements and share purchase plan taken place during the year to fund the acquisition of 100% interest in the Mt Cecelia and Tambina projects, and working capital; • to the vendors of Mt Cecelia and Tambina projects as part of considerations; and • to the directors of the Company to settle outstanding director fees from prior years. The economic entity also noted a significant increase in revenue from the production activities in South Africa, generating approximately $8.7 million in revenue for the year, refer to the Review of operations and activities section for further details. In the opinion of the Directors, there were no other significant changes in the state of affairs of the economic entity during the financial year under review not otherwise disclosed in this annual report. 17 West Wits Mining Limited Directors' report 30 June 2018 (continued) Environmental regulation The economic entity’s operations are not regulated by any significant environmental regulation under the law of the Commonwealth or of a State or Territory of Australia. The economic entity is regulated by environmental requirements in Indonesia and the Republic of South Africa which requirements are being complied with and monitored on an ongoing basis. Remuneration report (audited) The Directors present the West Wits Mining Limited 2018 remuneration report, outlining key aspects of our remuneration policy and framework, and remuneration awarded this year. (A) Remuneration Policy Remuneration of all Executive and Non-Executive Directors, and Officers of the economic entity is determined by the remuneration and nomination committee. The economic entity is committed to remunerating Senior Executives and Executive Directors in a manner that is consistent with "best practice" (including the interests of shareholders) and market-competitive by ensuring fees are appropriate and in line with the market. Remuneration packages are based on fixed component, determined by the Executives' position, experience and performance, and may be satisfied via cash or equity. Non-Executive Directors are remunerated out of the aggregate amount approved by shareholders and at a level that is consistent with industry standards. Non-Executive Directors do not receive performance based bonuses and prior shareholder approval is required to participate in any issue of equity. No retirement benefits are payable other than statutory superannuation, if applicable. Remuneration policy versus company financial performance Over the past ten years since the Company was incorporated, it has listed on the Australian Securities Exchange and acquired mining tenements in South Africa and in Papua Province, Indonesia. Exploration activities commenced in January 2008 within the South African tenements and August 2011 within the Papua Province, Indonesia. The nature of the economic entity's mining activities is highly speculative and can provide high returns if successful. The speculative nature of these activities and recent global economic trends, have been factors which have affected the economic entity's share price performance and shareholder wealth over the period. The economic entity's remuneration policy is based on industry practice rather than the economic entity's performance and takes into account the risk and liabilities assumed by the Directors and Executives as a result of their involvement in the speculative activities undertaken by the economic entity. Directors and Executives are fairly compensated for the extensive work they undertake. No portion of the Directors and key management personnel remuneration was linked to performance during the financial year. No performance-based cash payments or equity were paid/issued during the financial year (2017: Nil). Use of remuneration consultants Due to the size and nature of the organisation, the Company has not engaged remuneration consultants to review and measure its policy and strategy. The board reviews remuneration strategy periodically and may engage remuneration consultants in the future to assist with this process. (B) Remuneration report (a) Details of remuneration Key management personnel (KMP) of the group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the group, directly or indirectly, including any Director (whether executive or otherwise) of the group receiving the highest remuneration. Details of the remuneration of the KMP of the group are set out in the following tables. The following person was considered other KMP of West Wits Mining Limited during the financial year: 18 West Wits Mining Limited Directors' report 30 June 2018 (continued) Remuneration report (audited) (continued) (B) Remuneration report (continued) (a) Details of remuneration (continued) Mr Michael Quinert, Executive Chairman Mr Vincent Savage, Executive Director Mr Daniel Pretorius, Non-Executive Director Mr Hulme Scholes, Non-Executive Director Dr Andrew Tunks, Executive Director (appointed 13 March 2018) Mr Tim Chapman and Mr Trevor Neale were not considered as key management personnel due to their minimal involvement in the Group's affairs for the year ended 30 June 2018. Amounts of remuneration The following table shows details of remuneration expenses recognised for the group's KMP for the year ended 30 June 2018. 2018 Short-term benefits Post-employment benefits Share-based payments Directors Mr Michael Quinert Mr Vincent Savage Mr Daniel Pretorius (1) Mr Hulme Scholes (1) Dr Andrew Tunks (2) Total KMP compensation Cash salary and fees $'000 Cash bonus $'000 Non- monetary benefits $'000 Super- annuation $'000 Options $000 Total $'000 100 70 - 12 35 217 - - - - - - - - - - - - - - - - - - 129 57 - - 47 233 229 127 - 12 82 450 Notes (1) (2) The amounts disclosed do not include prior years' remuneration waived by Mr Daniel Pretorius and Mr Hulme Scholes. Dr Andrew Tunks' remuneration covers the period from his appointment as a director of the company (13 March 2018) to 30 June 2018. The following table shows details of remuneration expenses recognised for the group's KMP for the year ended 30 June 2017. 2017 Short-term benefits Post-employment benefits Share-based payments Cash salary and fees $'000 Cash bonus $'000 Non- monetary benefits $'000 Super- annuation $'000 Options $000 Total $'000 Directors Mr Michael Quinert Mr Vincent Savage Mr Daniel Pretorius Mr Hulme Scholes Other KMP Mr Tim Chapman Mr Trevor Neale Total 100 90 35 35 37 6 303 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 100 90 35 35 37 6 303 19 West Wits Mining Limited Directors' report 30 June 2018 (continued) Remuneration report (audited) (continued) (B) Remuneration report (continued) (b) Equity issued as part of remuneration for the year ended 30 June 2018 Issue of shares The number of shares in the Company held during the financial year by each Director and other Key Management Personnel of the Company, including their personally related parties, are set out below. Shares were granted to Directors and Key Management Personnel for the year as compensation (2017: Nil). On 18 January 2018, shareholders passed resolutions to approve the allotment of shares to Mr Michael Quinert, Mr Hulme Scholes and Mr Vincent Savage in lieu of cash payments to satisfy certain outstanding remuneration payments owed to these directors. Share holdings 2018 Directors Mr Michael Quinert Dr Andrew Tunks Mr Vincent Savage Mr Daniel Pretorius Mr Hulme Scholes Issue of options Balance at the start of the period Granted as remuneration Received on exercise of options Purchased on market Balance at the end of the period 15,580,647 - 11,039,152 - - 26,619,799 2,272,727 - 2,272,727 - 1,136,364 5,681,818 - - - - - - 1,109,616 1,033,449 882,352 - - 3,025,417 18,962,990 1,033,449 14,194,231 - 1,136,364 35,327,034 The number of options over ordinary shares in the Company held during the financial year by each Director and other Key Management Personnel of the Company, including their personally related parties, are set out below. No options were granted to Directors and Key Management Personnel for the year as compensation. Option holdings The number of options over ordinary shares in the parent entity held during the financial years ended 30 June 2018 and 30 June 2017 by each Director and other members of key management personnel of the group, including their personally related parties, is set out below: 2018 Options Mr Michael Quinert Drr Andrew Tunks Mr Vincent Savage Mr Daniel Pretorius Mr Hulme Scholes Balance at start of the period Granted as remuneration Options Expired Other changes Balance at end of the period Vested and exercisable 4,500,000 - 2,500,000 - - 7,000,000 12,000,000 12,000,000 5,000,000 - - 29,000,000 (4,500,000) - (2,500,000) - - (7,000,000) - - - - - - 12,000,000 12,000,000 5,000,000 - - 29,000,000 12,000,000 - 5,000,000 - - 17,000,000 The terms and conditions of each grant of options over ordinary shares affecting remuneration of Directors and other Key Management Personnel in future reporting years are as follows: 20 West Wits Mining Limited Directors' report 30 June 2018 (continued) Remuneration report (audited) (continued) (B) Remuneration report (continued) (b) Equity issued as part of remuneration for the year ended 30 June 2018 (continued) Issue of options (continued) Option holdings (continued) Grant date 21/11/2017 21/11/2017 21/11/2017 21/11/2017 21/11/2017 21/11/2017 21/11/2017 21/11/2017 21/11/2017 Granted no. 4,000,000 4,000,000 4,000,000 4,000,000 4,000,000 4,000,000 2,000,000 1,500,000 1,500,000 29,000,000 Exercise price Expiry date $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 $0.05 3/12/2022 3/12/2022 3/12/2022 29/01/2023 29/01/2023 29/01/2023 29/01/2023 29/01/2023 29/01/2023 Total vested 4,000,000 - - 4,000,000 - - 2,000,000 - - 10,000,000 Vested % Exercised - 100% - 0% - 0% - 100% - 0% - 0% - 100% - 0% - 0% Option holders do not have any rights to participate in any issues of shares or other interests in the Company or any other entity. Option holders hold no voting rights. On exercise, each option is convertible into one ordinary share. (c) Employment contracts of Directors and Key Management Personnel At the date of this report, the Company does not have any formalised employment contracts with any director or key management personnel. No Directors and Key Management Personnel are entitled to any termination payments apart from remuneration payable up to and including the date of termination. (d) Related party transactions Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. Transactions with related parties are as follows: $1.00 Legal fees that were paid to Quinert Rodda & Associates, a Director related entity to Mr Michael Quinert Legal fees that were paid to Malan Scholes Attorneys, a Director related entity to Mr Hulme Scholes 2018 $'000 2017 $'000 65 27 92 5 11 16 [End of remuneration report] Shares under option At the date of this report, the unissued ordinary shares of West Wits Mining Limited under option are as follows: Quantity 2,000,000 10,000,000 10,000,000 12,000,000 3,000,000 17,000,000 Grant Date 04/11/2015 15/11/2017 21/11/2017 21/11/2017 04/12/2017 21/11/2017 Exercise Price $0.03 $0.05 $0.05 $0.05 $0.05 $0.05 Expiry Date 04/11/2018 14/11/2020 30/11/2020 03/12/2022 03/12/2022 29/01/2023 Shares issued as a result of the exercise of options No options were exercised during the year ended 30 June 2018 (2017: Nil). 21 West Wits Mining Limited Directors' report 30 June 2018 (continued) Insurance of officers and indemnities During the financial year the Company entered into an insurance policy to indemnify Directors and Officers against certain liabilities incurred as a Director or Officer, including costs and expenses associated in successfully defending legal proceedings. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an Officer or Auditor of the Company or of any related body corporate against a liability incurred as such as Officer or Auditor. Proceedings on behalf of the company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. Rounding of amounts The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ reports) Instrument 2016/191, issued by the Australian Securities and Investments commission, relating to ‘rounding-off’ of amounts in accordance with that in the Directors’ report. Amounts in the Directors’ report have been rounded off instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. Non-audit services No fees for non-audit services were paid or payable to the external auditor of the parent entity during the year ended 30 June 2018 (2017: Nil). Auditor's independence declaration The lead auditor’s independence declaration as required under section 307C of the Corporations Act 2001 for the year ended 30 June 2018 has been received and is set out on the following page. This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the directors Mr Michael Quinert Executive Chairman Melbourne 27 September 2018 22 AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF WEST WITS MINING LIMITED I declare that, to the best of my knowledge and belief during the year ended 30 June 2018 there have been: — no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and — no contraventions of any applicable code of professional conduct in relation to the audit. William Buck Audit (Vic) Pty Ltd ABN 59 116 151 136 J. C. Luckins Director Dated this 27th day of September 2018 West Wits Mining Limited Consolidated statement of comprehensive income For the year ended 30 June 2018 Revenue Cost of sales of goods Gross Profit Corporate administration Consultancy expenses Travel and marketing Bad debt expense Legal and professional fees Director and employee expenses Exploration expenses Gain on disposal of assets Depreciation and amortisation expense Foreign exchange loss Loss before income tax Income tax expense Loss for the period Item that may be reclassified to profit or loss in subsequent year Exchange differences on translation of foreign operations Blank Other comprehensive income (loss) for the period, net of tax Total comprehensive income (loss) for the period Loss is attributable to: Owners of West Wits Mining Limited Non-controlling interests Total comprehensive income (loss) for the period is attributable to: Owners of West Wits Mining Limited Non-controlling interests Notes 2 4 Consolidated entity 30 June 2018 $'000 30 June 2017 $'000 8,739 (7,848) 891 (473) (1,020) (172) - (147) (363) (56) - (10) (40) (1,390) - (1,390) (311) (311) (1,701) (1,141) (249) (1,390) (884) (817) (1,701) 559 - 559 (377) (63) (92) (185) (28) (311) (8) 11 (20) (57) (571) - (571) 650 650 79 (556) (15) (571) 138 (59) 79 Cents Cents Earnings per share for profit attributable to the ordinary equity holders of the Company: Basic earnings per share Diluted earnings per share 7 7 (0.2) (0.2) (0.1) (0.1) The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. 24 West Wits Mining Limited Consolidated statement of financial position As at 30 June 2018 Consolidated entity 30 June 2018 $'000 30 June 2017 $'000 Notes 8(a) 9 1,209 346 3 1,558 16 20,181 110 62 20,369 165 240 10 415 28 17,192 110 70 17,400 21,927 17,815 8(b) 2,643 2,643 2,393 2,393 20 20 14 14 2,663 2,407 19,264 15,408 ASSETS Current assets Cash and cash equivalents Trade and other receivables Prepayments Total current assets Non-current assets Plant and equipment Exploration and evaluation, development and mine properties Goodwill Other non-current assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Total current liabilities Non-current liabilities Other financial liabilities Total non-current liabilities Total liabilities Net assets EQUITY Share capital Reserves Accumulated losses Equity attributable to owners of West Wits Mining Limited 10(a) 36,089 (1,003) (14,370) 20,716 31,251 (1,979) (13,229) 16,043 Non-controlling interests 12(b) (1,452) (635) Total equity 19,264 15,408 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 25 West Wits Mining Limited Consolidated statement of changes in equity For the year ended 30 June 2018 Attributable to owners of West Wits Mining Limited Share capital $'000 Other reserves $'000 Accumulated losses $'000 Non- controlling interests $'000 Total $'000 Total equity $'000 Consolidated entity Balance at 1 July 2016 32,537 (3,915) (12,644) 15,978 (1,082) 14,896 Loss for the period Other comprehensive income/(loss) Total comprehensive income for the period - - - - 723 723 (585) - (585) (585) 723 138 14 (73) (59) (571) 650 79 Transactions with owners in their capacity as owners: Reclassification of options reserve Net movement in non-controlling interests in subsidiaries (1,286) 1,286 - (1,286) (73) 1,213 - - - - (73) (73) - 579 579 - 506 506 Balance at 30 June 2017 31,251 (1,979) (13,229) 16,043 (635) 15,408 Balance at 1 July 2017 31,251 (1,979) (13,229) 16,043 (635) 15,408 Loss for the period Other comprehensive income/(loss) Total comprehensive income for the period Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Options issued 10(a) 10(b) - - - 4,838 - 4,838 - 257 257 - 719 719 (1,141) - (1,141) 257 (249) (568) (1,390) (311) (1,141) (884) (817) (1,701) - - - 4,838 719 5,557 - - - 4,838 719 5,557 Balance at 30 June 2018 36,089 (1,003) (14,370) 20,716 (1,452) 19,264 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 26 West Wits Mining Limited Consolidated statement of cash flows For the year ended 30 June 2018 Notes 15(a) Consolidated entity 30 June 2018 $'000 30 June 2017 $'000 8,633 (9,151) - (518) - (300) (326) (626) 2,263 2,263 1,119 165 (75) 1,209 479 (429) 2 52 11 - (627) (616) - - (564) 724 5 165 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Net cash (outflow) inflow from operating activities Cash flows from investing activities Payments for property, plant and equipment Payments for investment in new projects Payments for exploration Net cash (outflow) from investing activities Cash flows from financing activities Proceeds from issues of shares Net cash inflow from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of period The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 27 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 1 Summary of significant accounting policies This note provides a list of all significant accounting policies adopted in the preparation of these consolidated financial statements. These policies have been consistently applied to all the periods presented, unless otherwise stated. The financial statements are for the group consisting of West Wits Mining Limited and its subsidiaries. (a) Basis of preparation The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial statements of the economic entity comply with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). The financial statements cover the economic entity of West Wits Mining Limited and controlled entities (the “economic entity” or “group”). West Wits Mining Limited is a listed for profit public company, incorporated and domiciled in Australia. (i) Reporting basis and conventions The financial statements have been prepared on an accruals basis and are based on historical costs. The following is a summary of the material accounting policies adopted by the economic entity in the preparation of the financial statements. The accounting policies have been consistently applied, unless otherwise stated. (b) Going concern The economic entity reported a net loss for the year after income tax and before eliminating non-controlling interests of $1.39 million (2017: $0.57 million) and net operating cash outflows of $0.52 million (2017: inflow of $0.05 million). At 30 June 2018 the Economic Entity had $1.21 million Cash at Bank (2017: $0.17 million), and net current liabilities of $1.09 million (2017: $1.98 million). The Economic Entity has commenced gold extraction activities on the Sol Plaatijes project (SPP) since September 2016. The Company also intends to commence extraction activities of gold deposits identified in certain areas of interest at its tenements in Papua in the foreseeable future. The ability of the Company to get unrestricted access to its tenements in Papua has been hampered over the past 12 months by illegal miners onsite. The Indonesian Government has continued to indicate that they will assist in the removal of the illegal miners from the tenements sites. The Company is awaiting a firm date commitment from the Government, for this to commence. Based on these future activities, the following matters have been considered by the directors in assessing the economic entity’s continuing viability, its ability to continue as a going concern and its ability to pay its debts as and when they fall due, • Cash flow will be generated from the SPP with an agreement in place for a minimum processing of 12,000 tonnes per month, which translates to approx. $170,000 per month in West Wits’ share of the proceeds after processing costs. • • • As at the date of this report the Company has the ability to issue up to 172.8 million ordinary shares under ASX listing rules 7.1 and 7.1A. At the share price of $0.019 on 30 June 2018, this would give the Company the ability to raise up to approximately $3.3million. The continued support and payment of creditors and directors on agreed terms between the parties, The ability of economic entity to scale down its operations or redirect exploration expenditure if required, including the ability to defer amounts payable to directors as far as necessary should sufficient working capital not be available, and Based on the successful execution of the above the Directors are satisfied that the Economic Entity has access to sufficient working capital to enable it to pay its debts as and when they fall due for a period of at least twelve months from the date of this report, and for that reason the financial statements have been prepared on the basis that the economic entity is a going concern, which contemplates the continuity of normal business activity, realisation of assets and the settlement of liabilities in the normal course of business. 28 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 1 Summary of significant accounting policies (continued) (b) Going concern (continued) Should the economic entity be unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the economic entity not continue as a going concern. (c) New accounting standards and interpretations During the current year the economic entity adopted all new and revised Australian Accounting Standards and Interpretations applicable to its operations which became mandatory. Adoption of these Standards did not have any effect on the financial position or performance of the economic entity. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The following Australian Accounting Standards and Interpretations have recently been issued or amended but are not yet effective and therefore have not been adopted by the Group for the annual reporting period ended 30 June 2018: 29 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 1 Summary of significant accounting policies (continued) (c) New accounting standards and interpretations (continued) Title of standard Nature of change Impact AASB 15 Revenue from Contracts with Customers The AASB has issued a new standard for the recognition of revenue. This will replace AASB 118 which revenue arising from the sale of goods and the rendering of services and AASB 111 which covers construction contracts. covers The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. has and considered the Management recognition measurement requirements of AASB 15 in conjunction with the existing contracts between the Group and its customers. Based on this assessment, management concluded that no and difference measurement of revenue had AASB 15 been adopted and applied during the reporting period, as compared to the current accounting policy on revenue. there would the to have recognition been AASB 16 Leases AASB 9 Financial instruments all issued The standard permits either a full retrospective or a modified retrospective approach for the adoption. in AASB 16 was in February 2016. It will result being almost recognised balance sheet, as the distinction between operating and finance leases is removed. new Under standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. leases the the on The only exceptions are short term and low-value leases. The accounting for lessors will not significantly change. 9 addresses AASB the classification, measurement and derecognition of financial assets and liabilities, introduces new rules for hedge accounting new and financial impairment model assets. financial for a has and considered the Management recognition measurement requirements of AASB 16 in conjunction with lease agreements between the Group and its suppliers. operating existing the assessment, this on Based management there that concluded would have been no material impact to the financial statements had AASB 16 been adopted and applied during the period, as compared to the current accounting policy on leases as the Group does not have any material operating lease arrangement in place. has and considered the Management measurement recognition requirements of AASB 9 and does not expect the new standard to affect the classification and measurement of its financial instruments as the Group does not have any long-term financial assets or derivatives in existence. Mandatory application date/Date of adoption by group Must be applied for financial years commencing on or after 1 January 2018. The Group will adopt this standard for financial year commencing 1 July 2018. Mandatory for financial years commencing on or after 1 January 2019. At this stage, the Group does intend to not adopt the standard before effective date. its The Group will this adopt standard for financial year commencing 1 July 2019. Mandatory for financial years commencing on or after 1 January 2018. At this stage, the Group does intend to not adopt the standard before effective date. its 30 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 1 Summary of significant accounting policies (continued) (d) Accounting policies (i) Principles of consolidation A controlled entity is any entity West Wits Mining Limited has the power to control the financial and operating policies of, so as to obtain benefits from its activities. The economic entity controls an entity when the economic entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Controlled entities are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases. A list of controlled entities is contained in Note 12 to the financial statements. All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the Company. Where controlled entities have entered or left the economic entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased. Non-controlling interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial statements. (ii) Plant and equipment Depreciation Each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses. The depreciable amount of all fixed assets is depreciated on a straight-line basis over their useful lives to the economic entity commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets are: Plant & Equipment: 10% - 33% The assets' residual values and useful reporting period. lives are reviewed, and adjusted if appropriate, at the end of each An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. (iii) Financial assets Trade and other receivables Trade and other receivables are recognised and carried at amortised cost using effective interest method less a provision for any uncollectible debts. Impairment At the end of each reporting period, the economic entity assess whether there is objective evidence that a financial asset has been impaired. Impairment losses are recognised in the statement of profit or loss and other comprehensive income. The amount of the impairment allowance for financial assets carried at cost is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the current market rate of return for similar financial assets. 31 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 1 Summary of significant accounting policies (continued) (d) Accounting policies (continued) (iv) Intangibles Intangible assets Intangible assets acquired as part of a business combination are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net lives of finite life disposal proceeds and the carrying amount of the intangible asset. The method and useful intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. (v) Cash and cash equivalents institutions, other Cash and cash equivalents includes cash on hand, deposits held at call with financial short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (vi) Provisions Provisions are recognised when the economic entity has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. (vii) Employee benefits Provision is made for the economic entity's liability for employee benefits arising from services rendered by employees up to the end of the reporting period. Short-term and Long-term employee benefits: A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognised in respect of short-term employee benefits, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities recognised in respect of long term employee benefits are measured as the present value of the estimated future cash outflows to be made by the Company in respect of services provided by employees up to reporting date. (viii)Income tax Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. The charge for current income tax expense is based on the profit adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the end of the reporting period. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the statement of comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. 32 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 1 Summary of significant accounting policies (continued) (d) Accounting policies (continued) (ix) Income Interest income is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. Other income is recognised when it is received or when the right to receive payment is established. All income is stated net of the amount of goods and services tax (GST) or value added tax (VAT). (x) Goods and Services Tax (GST)/ Value Added Tax (VAT) Income, expenses and assets are recognised net of the amount of GST/VAT, except where the amount of GST/VAT incurred is not recoverable from the Taxation Authority. In these circumstances the GST/VAT is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST/VAT. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST/VAT component of investing and financing activities, which are disclosed as operating cash flows. (xi) Impairment of Assets At the end of each reporting period, the economic entity reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the statement of profit or loss and other comprehensive income. Where it is not possible to estimate the recoverable amount of an individual asset, the economic entity estimates the recoverable amount of the cash-generating unit to which the asset belongs. (xii) Trade and other payables Liabilities for trade creditors and other amounts are initially recognised at the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the economic entity. They are subsequently measured at amortised cost. Payables to related parties are measured at fair value initially then subsequently measured at amortised cost using effective interest method. Interest, when charged by the lender is recognised as an expense on an accruals basis. (xiii)Leases the The determination of whether an arrangement arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. is or contains a lease is based on the substance of A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to ownership of leased assets, and operating leases, under which the lessor effectively retains substantially all such risks and benefits. Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower, the present value of minimum lease payments. Lease payments are allocated between the principal component of the lease liability and the finance costs, so as to achieve a constant rate of interest on the remaining balance of the liability. Leased assets acquired under a finance lease are depreciated over the asset's useful life or over the shorter of the asset's useful life and the lease term if there is no reasonable certainty that the consolidated entity will obtain ownership at the end of the lease term. Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight-line basis over the term of the lease. 33 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 1 Summary of significant accounting policies (continued) (d) Accounting policies (continued) (xiv)Foreign currency transactions and balances Functional and presentation currency The functional currency of each entity is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and presentation currency. Transaction and balances the transaction. Foreign currency monetary items are translated at Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity; otherwise the exchange difference is recognised in the statement of profit or loss and other comprehensive income. Economic entity companies The financial results and position of foreign operations whose functional currency is different from the economic entity’s presentation currency are translated as follows: • • • assets and liabilities are translated at year-end exchange rates prevailing at the end of the reporting period; income and expenses are translated at average exchange rates, which approximate the rate at the date of the transaction, for the period; and retained earnings are translated at the exchange rates prevailing at the date of the transaction. Exchange differences arising on translation of foreign operations are transferred directly to the economic entity’s foreign currency translation reserve in the statement of financial position. These differences are recognised in the statement of profit or loss and other comprehensive income in the period in which the operation is disposed. (xv) Exploration and development expenditure Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis. Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site the restoration due to community restoration, expectations and future legislation. there is an uncertainty regarding the nature and extent of (xvi)Contributed equity Ordinary shares and unissued share options are classified as issued capital. Ordinary issued capital recognised at the fair value of the consideration received by the Company. is 34 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 1 Summary of significant accounting policies (continued) (d) Accounting policies (continued) Any transaction costs directly attributable to the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. (xvii)Share-based payments Equity settled share-based payments are measured at fair value at the date of grant. Fair value for shares and listed options is measured using market value. Fair value for unlisted options is measured by use of the Black-Scholes model. The expected life used in the model has been adjusted, based on management's best estimate for the effects of non-transferability or exercise restrictions. The Black-Scholes option pricing model also takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of together with non-market vesting conditions. the option, (xviii)Earnings per share Basic earnings/(losses) per share is determined by dividing the result from ordinary activities after related income tax expense by the weighted average number of ordinary shares outstanding during the financial year. Diluted to basic earnings/(losses) per share as the potentially dilutive earnings/(losses) per share are equivalent securities are excluded from the computation of diluted earnings/(losses) per share because the effect is anti-dilutive. (xix)Rounding of amounts The economic entity is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off in accordance with that instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. (xx) Critical Accounting Estimates and Assumptions Exploration and evaluation costs have been capitalised on the basis that the consolidated entity will commence commercial production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral resources. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made. The Directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information and that capitalised exploration costs are expected to be recovered either through successful development or sale of the relevant mining interest. The value attributed to share options issued is an estimate calculated using an appropriate mathematical formula based on an option pricing model. The choice of models and the resultant option value require assumptions to be made in relation to the likelihood and timing of the conversion of the options to shares and the value of volatility of the price of the underlying shares. In order to apply the appropriate accounting approach for an acquisition transaction, the Group is required to determine whether the acquisition is of a business (and therefore within the scope of IFRS 3 Business Combinations), or is of an asset or group of assets that do not constitute a business and is therefore outside the scope of IFRS 3, which includes judgements and estimates applied by management. (xxi)Dividends Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period. 35 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 1 Summary of significant accounting policies (continued) (d) Accounting policies (continued) (xxii)Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities as described below. The group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. The specific accounting policies for the group’s main types of revenue are explained in note 2. Interest income Interest income is recognised using the effective interest method. When a receivable is impaired, the group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate. Dividends Dividends are recognised as revenue when the right to receive payment is established. This applies even if they are paid out of pre-acquisition profits. However, the investment may need to be tested for impairment as a consequence, refer note . Revenue from mining production Revenue from mining production is brought to account when the significant risks and rewards of ownership have transferred to the buyer and selling prices are known or can be reasonably estimated. 2 Revenue The group derives the following types of revenue: Operating activities Revenue Other Income Total revenue from continuing operations 3 Operating segments (a) Segment results Consolidated entity 30 June 2018 $'000 30 June 2017 $'000 8,600 139 8,739 557 2 559 The economic entity operates in one operating segment being mining and exploration, and its activities can be divided into 3 reportable segments based on reports received and reviewed by the Board. The three reportable segments are based on 3 distinct geographical locations, South Africa, Indonesia and Australia. Mining and exploration activities are carried out only on the South African and Indonesian segments; whereas the Australian segment reflects only the administrative arm of the business that supports the mining and exploration activities in the other two geographical locations. 36 3 Operating segments (continued) (a) Segment results (continued) Consolidated entity 2018 External sales Other income Total Segment Result Depreciation and amortisation West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) South Africa $'000 8,600 138 8,738 Indonesia Australia $'000 $'000 Total $'000 - - - - 1 1 8,600 139 8,739 (146) (190) (1,054) (1,390) - (9) (1) (10) (17,096) (10,885) (244) (28,225) There was no impairment charge or other significant non-cash item recognised in 2018. The segment information provided to the strategic steering committee for the reportable segments for the year ended 30 June 2017 is as follows: Consolidated entity 2017 External sales Other income Total Segment Result Depreciation and amortisation Disposal of assets South Africa $'000 557 - 557 Indonesia Australia $'000 $'000 Total $'000 - - - - 2 2 557 2 559 19 (191) (399) (571) - - (20) 11 - - (20) 11 (7,713) (11,313) 31 (18,995) There was no impairment charge or other significant non-cash item recognised in 2017. (b) Segment assets Segment assets are measured in the same way as in the financial statements. These assets are allocated based on the operations of the segment and the physical location of the asset. South Africa Indonesia Australia Total segment assets (c) Segment liabilities Reportable segments' liabilities are reconciled to total liabilities as follows: Consolidated entity 30 June 2018 $'000 8,216 9,592 4,119 21,927 30 June 2017 $'000 8,194 9,544 77 17,815 37 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) Consolidated entity 30 June 2018 $'000 772 1,862 29 2,663 30 June 2017 $'000 310 1,531 566 2,407 3 Operating segments (continued) (c) Segment liabilities (continued) South Africa Indonesia Australia Total segment liabilities (d) Other segment information During the year ended 30 June 2018, there was one major customer who contributed to more than 10% of the group's revenue. 4 Income tax expense (a) Income tax expense Income tax expense (b) Numerical reconciliation of income tax expense to prima facie tax payable Loss from continuing operations before income tax expense Tax at the Australian tax rate of 27.5% (2017 - 27.5%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Non-allowable expenses Subtotal Current year tax benefit not recognised Income tax expense (c) Tax losses Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 27.5% (2017: 27.5%) Consolidated entity 30 June 2018 $'000 30 June 2017 $'000 - - Consolidated entity 30 June 2018 $'000 (1,390) 382 2 384 (384) - 1,390 30 June 2017 $'000 (571) 157 2 159 (159) - 571 Consolidated entity 30 June 2018 $'000 4,215 1,159 30 June 2017 $'000 2,533 697 38 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 5 Key management personnel disclosures The aggregate compensation made to Directors and other members of key management personnel of the group is set out below: Short-term employee benefits Share-based payments (a) Transactions with other related parties The following transactions occurred with related parties: Consolidated entity 30 June 2018 $000 30 June 2017 $000 217 233 450 303 - 303 Consolidated entity 30 June 2018 $000 30 June 2017 $000 Sales and purchases of goods and services Legal fees that were paid to Quinert Rodda & Associates, a Director related entity to Mr Michael Quinert Legal fees that were paid to Malan Scholes Attorneys, a Director related entity to Mr Hulme Scholes 71 25 5 11 6 Remuneration of auditors During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms: Remuneration of the auditor of the parent entity for: Audit services and review of financial statements Remuneration of other auditors of subsidiaries for: Audit services and review of financial statements Total remuneration for audit and other assurance services 7 Earnings per share (a) Basic earnings per share Consolidated entity 2018 $ 2017 $ 47,500 15,000 62,500 40,000 10,000 50,000 Consolidated entity 30 June 2018 Cents 30 June 2017 Cents Attributable to the ordinary equity holders of the company (0.23) (0.13) 39 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 7 Earnings per share (continued) (b) Diluted earnings per share Attributable to the ordinary equity holders of the company (c) Reconciliation of earnings used in calculating earnings per share The earnings and weighted average of ordinary shares used in the calculation of basic earnings per share are as follows. From operations Add back profit/(loss) attributable to non-controlling interest (d) Weighted average number of shares used as the denominator Consolidated entity 30 June 2018 Cents 30 June 2017 Cents (0.23) (0.13) Consolidated entity 30 June 2018 $'000 30 June 2017 $'000 (1,141) (249) (1,390) (571) (14) (585) Consolidated entity 2018 Number 2017 Number Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 603,927,248 456,203,370 The outstanding share options as at 30 June 2018 are considered to be anti-dilutive and therefore were excluded from the diluted weighted average number of ordinary shares calculation. 8 Financial assets and financial liabilities (a) Trade and other receivables Trade receivables Other receivables Consolidated entity 30 June 30 June 2017 2018 Current Current $'000 $'000 55 291 346 10 230 240 40 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 8 Financial assets and financial liabilities (continued) (b) Trade and other payables Current liabilities Trade payables Accrued expenses Consolidated entity 30 June 2018 $'000 30 June 2017 $'000 1,453 1,190 2,643 1,156 1,237 2,393 Trade payables are unsecured and are usually paid within 30 days of recognition. 9 Exploration and evaluation, development and mine properties Consolidated entity At 1 July 2016 Cost or fair value Year ended 30 June 2017 Opening net book amount Acquisition during the year Exploration expenses capitalised Closing net book amount Consolidated entity Year ended 30 June 2018 Opening net book amount Acquisition during the year Exploration expenses capitalised Foreign exchange translation gian/(loss) Closing net book amount Derewo River Gold Project $'000 Rand & DRD Leases $'000 Tambina Gold Project $'000 Mt Cecelia Project $'000 9,338 9,338 175 (188) 9,325 9,325 - 250 (178) 9,397 6,748 6,748 464 655 7,867 7,867 - 76 (105) 7,838 - - - - - - 1,847 - - 1,847 - - - - - - 1,099 - - 1,099 Total $'000 16,086 16,086 639 467 17,192 17,192 2,946 326 (283) 20,181 Exploration expenditure - capitalised Exploration expenditure - non-capitalised* 30 June 2018 $'000 326 56 382 30 June 2017 $'000 639 8 647 *These costs were expensed as incurred as they were not related to areas of interests. 41 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 9 Exploration and evaluation, development and mine properties (continued) (a) Acquisition of Northern Reserves Pty Ltd On 15 November 2017, the group completed the acquisition of Northern Reserves Pty Ltd ("Northern Reserves") via the issue of 52,000,000 new ordinary shares at a deemed price of $0.017 per share and 10,000,000 unlisted options at nil consideration. Prior to the completion, the group executed a Share Purchase Agreement with the vendors of Northern Reserves and 3,000,000 new ordinary shares at a deemed price of $0.017 per share were issued as the part of the consideration. A further 45,000,000 million shares and a cash payment of $75,000 will be issued upon achievement of certain milestones upon the grant of the license application and commencement of a reverse circulation-percussion drilling program within the area comprised in the license application. Northern Reserves is the holder of one application in the Pilbara region, called the Mt Cecelia Project (EL 45/5045) that is targeting high-grade conglomerate gold mineralisation associated with the Lower Fortescue Group. The acquisition was not considered a business combination as defined in AASB 3 Business combination as Northern Reserves was not considered to be carrying on a business. As such the acquisition has been treated as an asset acquisition with the fair value of the asset being the consideration. The acquisition also has contingent consideration, as at 30 June 2018, to be paid upon achieving certain milestones as discussed above. this asset No other transaction costs have been incurred by the group in the completion of this transaction. The acquisition of the carrying amount of deferred exploration and evaluation expenditure is dependent on the successful development and commercial exploitation, or alternatively the sale, of the respective area of interest. is capitalised and measured at cost. The recoverability of (b) Acquisition of Tambina Gold Project On 30 January 2018, the group completed the acquisition of Tambina Gold Project via the issue of 70,000,000 new ordinary shares at a deemed price of $0.022 per share. A total non-refundable cash payment of $300,000 was paid to the vendor. The vendor is entitled to a further 30,000,000 fully paid ordinary West Wits shares upon the satisfaction of certain milestones and the grant of an aggregate net smelter royalty of 2% of net revenue from production within the three mining leases. The acquisition was not considered a business combination as defined in AASB 3 Business combination as Tambina Gold Project was not considered to be carrying on a business. As such the acquisition has been treated as an asset acquisition with the fair value of the asset being the consideration. this asset No other transaction costs have been incurred by the group in the completion of this transaction. The acquisition the carrying amount of deferred of exploration and evaluation expenditure is dependent on the successful development and commercial exploitation, or alternatively the sale, of the respective area of interest. is capitalised and measured at cost. The recoverability of (c) Derewo River Gold Project As at 30 June 2018, the carrying value of the asset meets the criteria of AASB 6 with carrying value being lower the expected recoverability of the asset on successful development and commercial exploitation which the Group has been making progress. Management continues to evaluate different avenues to materialise the return of investment. As of the date of this report, there has been no formal decision made by the group which might affect the carrying value of this asset. 42 10 Equity (a) Share capital Ordinary shares Ordinary shares - fully paid Total share capital (i) Movements in ordinary share: Details Balance at 1 July 2016 Shares issued during the year Less: Transaction costs arising on share issue Balance at 30 June 2017 Shares issued during the year Less: Transaction costs arising on share issue Balance at 30 June 2018 Date 27/10/2017 2/11/2017 Details Issue of ordinary shares as part of the consideration for the acquisition of Northern Reserves Issue of ordinary shares under private placement Issue of ordinary shares as part of the consideration for the acquisition of Northern Reserves 15/11/2017 16/11/2017 Share purchase plan 24/11/2017 4/12/2017 Issue under private placement Issue under private placement Issue of ordinary shares as part of the consideration for the acquisition of Tambina project Issued of ordinary shares to directors 30/01/2018 30/01/2018 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 30 June 2018 Shares 30 June 2017 Shares 30 June 2018 $'000 30 June 2017 $'000 717,847,679 717,847,679 456,203,370 456,203,370 36,089 36,089 31,251 31,251 Number of shares (in thousands) $'000 456,203 31,251 - - - - 456,203 31,251 261,644 - 4,915 (77) 717,847 36,089 No. of shares Unit price ($) $'000 3,000,000 44,117,647 52,000,000 64,117,572 14,318,181 8,409,091 70,000,000 5,681,818 261,644,309 0.017 0.017 0.017 0.017 0.022 0.022 0.022 0.018 51 750 884 1,090 315 185 1,540 100 4,915 (ii) Ordinary shares Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital. 43 10 Equity (continued) (b) Options Opening balance Options issued Options expired Closing balance West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 30 June 2018 Options 30 June 2017 Options 30 June 2018 $'000 31,000,000 52,000,000 (29,000,000) 54,000,000 61,000,000 - (30,000,000) 31,000,000 1,286 719 - 2,005 30 June 2017 $'000 1,286 - - 1,286 During the financial year 2018, the following unlisted options were issued: Grant date Details 15/11/2017 22/11/2017 22/11/2017 4/12/2017 Issue of options as part of the consideration for the acquisition of Northern Reserves Issued options to directors Issued options to consultants Issued options to consultants As at 30 June 2018, the following unlisted options are in existence: No. of shares 10,000,000 17,000,000 22,000,000 3,000,000 52,000,000 Share-based payment expense $'000 164 233 283 39 719 Expiry date 4/11/2018 14/11/2020 30/11/2020 3/12/2022 3/12/2022 29/01/2023 Exercise price ($) 0.03 0.05 0.05 0.05 0.05 0.05 Fair value at grant date per option ($) 0.015 0.017 0.017 0.019 0.019 0.017 Series Issued 4/11/2015 15/11/2017 4/12/2017 4/12/2017 4/12/2017 30/01/2018 Quantity 2,000,000 10,000,000 10,000,000 12,000,000 3,000,000 17,000,000 54,000,000 Grant date 4/11/2015 15/11/2017 21/11/2017 21/11/2017 4/12/2017 21/11/2017 No options were exercised during the year (2017: nil) 11 Share-based payments During the year 2018, the Group issued: • 10,000,000 options to the vendors of the Northern Reserves transaction as part of consideration; • 17,000,000 options to the directors as remuneration after receiving shareholder approval at the General Meeting held on 18 January 2018; and • 15,000,000 options to consultants in exchange for services rendered. Grant date 15/11/2017 21/11/2017 21/11/2017 4/12/2017 21/11/2017 Quantity 10,000,000 10,000,000 12,000,000 3,000,000 17,000,000 52,000,000 Exercise price ($) 0.05 0.05 0.05 0.05 0.05 Expiry date 14/11/2020 30/11/2020 3/12/2022 3/12/2022 29/01/2023 Vested No. 10,000,000 10,000,000 4,000,000 1,000,000 6,000,000 Vested % Exercised - - - - - 100% 100% 33% 33% 35% 44 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 11 Share-based payments (continued) The options are expensed at grant date to profit and loss. The expense amount was calculating using Black-Scholes valuation model and the inputs used to determine the fair value at grant date are as follows: Grant date 15/11/2017 21/11/2017 21/11/2017 4/12/2017 Share price at grant date ($) 0.029 0.028 0.028 0.026 Expected volatility (%) 88% 88% 88% 109% Risk-free rate (%) 1.93% 1.93% 2.17% 2.17% Expected life of options (years) 3 3 5 5 Exercise price ($) 0.05 0.05 0.05 0.05 Dividend yield - - - - Fair value per option at grant date ($) 0.017 0.017 0.017 0.019 12 Interests in other entities (a) Material subsidiaries The group’s principal subsidiaries at 30 June 2018 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interests held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of business. Name of entity Place of business/ country of incorporation Ownership interest held by the group West Wits Mining SA (Pty) Ltd South Africa West Wits MLI (Pty) Ltd South Africa Mining & Mineral Reclamation Services (Pty) Ltd West Wits Monarch (Pty) Ltd NuGold Company Ltd (Hong Kong) South Africa South Africa Hong Kong PT. NuGold Indonesia PT. Madinah Qurrata'ain Indonesia Indonesia 2018 % 90.0 74.0 74.0 100.0 100.0 100.0 64.0 2017 % 90.0 74.0 74.0 100.0 100.0 100.0 64.0 Ownership interest held by non-controlling interests 2018 % 2017 % Principal activities 10.0 26.0 Mining & Exploration Mining & Exploration 10.0 26.0 26.0 26.0 - - - - - - 36.0 36.0 Mining & Exploration Mining & Exploration Mining & Exploration Mining & Exploration Mining & Exploration (i) Significant restrictions Cash held by all South Africa subsidiaries is subject to exchange control regulations governed by the South African Reserve Bank (SARB). Ongoing approval by SARB is crucial to the transfer of cash funds into and out of South Africa. The cash and cash equivalents balance held in South Africa is AUD325,612 (2017: AUD111,175). 45 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 12 Interests in other entities (continued) (b) Non-controlling interests (NCI) Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material to the group. The amounts disclosed for each subsidiary are before inter-company eliminations. Summarised balance sheet Current assets Current liabilities Current net assets Non-current assets Non-current liabilities Non-current net assets Net assets Accumulated NCI Summarised statement of comprehensive income Profit for the period Other comprehensive income Total comprehensive income Profit/(loss) allocated to NCI < blank header row > Summarised cash flows South Africa Indonesia 30 June 2018 $'000 30 June 2017 $'000 30 June 2018 $'000 637 771 (134) 7,579 - 7,579 327 310 17 7,868 5,399 2,469 16 1,844 (1,828) 5,126 18 5,108 30 June 2017 $'000 118 1,519 (1,401) 9,172 6,445 2,727 7,445 2,486 3,280 1,326 1,125 990 (350) (50) South Africa Indonesia 30 June 2018 $'000 30 June 2017 $'000 30 June 2018 $'000 30 June 2017 $'000 (146) (305) (451) (68) 19 - 19 56 (190) (263) (453) (182) (191) (64) (255) (38) South Africa Indonesia 30 June 2018 $'000 30 June 2017 $'000 30 June 2018 $'000 30 June 2017 $'000 Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Net increases/(decrease) in cash and cash equivalents 901 (596) - 305 463 (379) - 84 (115) - 39 (76) (166) 159 - (7) (c) Transactions with non-controlling interests There have been no transactions with non-controlling interests during the year 2018 (2017: nil). 13 Commitments The CFO Solution provides Accounting, Company Secretarial and Administrative services at a rate of $10,000 per month plus GST. This commitment may be terminated with 3 months' notice from either party. This agreement has a 12-month rolling term until termination notice is communicated from either party. 46 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 14 Contingent liabilities and contingent assets (a) Contingent liabilities The group had contingent liabilities at 30 June 2017 in respect of the Dead Rent liability in Indonesia. In 2012 the Company’s Indonesian subsidiary PTMQ, submitted applications for Clean and Clear title on IUP’s to the Indonesian Government. To date, the Clean and Clear title has not been granted. As part of the administrative grant process, the Company is required to pay Dead Rent on all IUP’s held. The Company is of the opinion that a Dead Rent liability exist when: • Clean and Clear is granted on the IUP’s • On the actual titles granted • Only on the calculated area confirmed • From the point of time title is granted • At a rate appropriate for the period At 30 June 2017 there was no clarity on the quantification of the variables to which a liability could be reliably measured. Also, if for some reason the Government denies the Company’s grant of title, no Dead Rent would be payable. Due to the above factors, the Company is of the opinion that it could not reliability measure the extent of the actual liability for Dead Rent and as such a Contingent liability existed. During the process of assessment 23,595,400,656 or AUD 2,308,238 existed as at 30 June 2017. the 2017 Audit, the Company’s Indonesian auditors disagreed with the Company’s IDR that a Contingent Liability exists. They were of the opinion that a current liability of During the year ended 30 June 2018, management has received documentation and advice from local authorities which indicated the dead rent liability to be approximately $250,000. This amount was recognised as accrued liability as at 30 June 2018, and capitalised under exploration expenditure for the Derewo River Gold Project. Subsequent to the recognition of this liability, as at 30 June 2018 other than the obligation to issue equity as disclosed in Note 9(a)(b), the group had no contingent liabilities. (b) Contingent assets The group had no contingent assets at 30 June 2018. 47 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 15 Cash flow information (a) Reconciliation of loss after income tax to net cash inflow from operating activities Loss for the year Adjustment for Depreciation and amortisation Loss borne by parent Share-based payments Net gain on sale of non-current assets Net exchange differences Change in operating assets and liabilities: (Increase) decrease in accounts receivable Decrease in other current assets Increase in accounts payable Decrease in otherliabilities Net cash inflow (outflow) from operating activities 16 Parent entity financial information (a) Summary financial information Consolidated entity 30 June 2018 $'000 30 June 2017 $'000 (1,390) (659) 10 - 655 - 40 (106) 17 250 6 (518) 20 (15) - (11) 64 38 8 609 (1) 52 The individual financial statements for the parent entity show the following aggregate amounts: Balance sheet Current assets Non-current assets Total assets Current liabilities Total liabilities Shareholders' equity Issued capital Reserves Share-based payments Retained earnings Profit or loss for the year Total comprehensive income (b) Guarantees entered into by the parent entity 30 June 2018 $'000 905 21,147 22,052 28 28 (22,024) 30 June 2017 $'000 93 17,386 17,479 589 589 (16,891) 36,089 31,251 2,005 (16,184) 1,286 (15,648) 21,910 16,890 (711) (711) (392) (392) West Wits Mining Ltd has not entered into any guarantees, in the current or previous financial year, in relation to the debts of its subsidiaries (2017: Nil). 48 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 16 Parent entity financial information (continued) (c) Contingent liabilities of the parent entity The parent entity did not have any contingent liabilities as at 30 June 2018 or 30 June 2017. For information about guarantees given by the parent entity, please see above. (d) Contractual commitments for the acquisition of property, plant or equipment At 30 June 2018, West Wits Mining Ltd had not entered into any contractual commitments for the acquisition of property, plant and equipment (2017: nil). 17 Events occurring after the reporting period No matter or circumstance has occurred subsequent to period end that has significantly affected, or may significantly affect, the operations of the group, the results of those operations or the state of affairs of the group or economic entity in subsequent financial years. 18 Capital management The economic entity's policy is to maintain a strong and flexible capital base to maintain investor, creditor and market confidence and to sustain future development of the business. The board monitors the return on capital, which the economic entity defines as total shareholders’ equity attributable to members of West Wits Mining Limited divided by the quantity of shares on issue. The economic entity is not subject to externally imposed capital requirements. 19 Financial risk management The economic entity's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. Management have established risk management policies to identify and analyse the risks faced by the company and the group, to set appropriate risk limits and controls, and to monitor risk and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the economic entity's activities. Risk management is overseen by the Audit, Risk and Compliance Committee. (a) Market risk (i) Foreign exchange risk The economic entity is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currency of each company within the group. The economic entity also has exposure to foreign exchange risk in the currency cash reserves it holds to meet subsidiary loan requirements. This is kept to an acceptable level by buying foreign currency at spot rates only to fund short term cash requirements. The economic entity's exposure to foreign exchange risk has not changed from the previous year. The economic entity does not make use of derivative financial instruments to hedge foreign exchange risk. The carrying amount of the economic entity's foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows: Assets Liabilities Total exposure 30 June 2018 ZAR '000 IDR '000 80,536 (6,678) 73,858 101,314,735 (19,661,409) 81,653,326 30 June 2017 ZAR '000 82,154 (6,749) 75,405 IDR '000 97,567,807 (15,650,789) 81,917,018 49 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 19 Financial risk management (continued) (a) Market risk (continued) The following significant exchange rates applied during the year: Currency Average Rate 2017 2018 30 June spot rate 2017 2018 . ZAR IDR Sensitivity The economic entity is exposed to the South African Rand (ZAR) and Indonesian Rupiah (IDR). The average annual movement in the AUD/ZAR and AUD/IDR exchange rate over the last 5 years was 3% for ZAR and 4% for IDR (2017: 4% for ZAR and 3% for IDR) based on the year-end spot rates. A 3% strengthening of the ZAR and a 4% strengthening of the IDR against the AUD at 30 June would have increased/(deceased) equity and loss by the amounts show below. This analysis assumes that all other variables, in particular interest rates, remain consistent. The analysis is performed on the same basis for 2017. 10.0255 10,222.91 10.1620 10,610.74 9.9203 10,562.31 10.2473 9,980.72 Consolidated entity Impact on post-tax profit Impact on other components of equity Sensitivity result The effect on equity is to the Foreign Currency Reserve and Accumulated Losses. (25) (11) 2018 $'000 2017 $'000 2018 $'000 494 2017 $'000 585 (ii) Price risk Exposure The Group is exposed to the risk of fluctuations in prevailing market commodity prices on gold. The Group’s has not established a formal policy to manage this risk. Management maintain a tight control over the production costs and work closely with its key contractors to ensure that any fluctuation in the gold price is reflected in the production costs. (b) Credit risk Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the economic entity. Surplus cash is invested with financial exposure to any one counter party is limited. institutions of appropriate credit worthiness and the amount of credit The economic entity generally has no substantial exposure to credit risk as it's trade receivables predominantly relate to VAT refunds from the South African Revenue Service. The economic entity's maximum exposure to credit risk at the end of the reporting period is set out in the table below. The carrying amount of the financial assets represents the maximum credit risk exposure. Cash and cash equivalents Trade and other receivables Consolidated entity 30 June 2018 $'000 1,209 346 1,555 30 June 2017 $'000 165 240 405 50 West Wits Mining Limited Notes to the consolidated financial statements 30 June 2018 (continued) 19 Financial risk management (continued) (b) Credit risk (continued) Trade and other receivables are further detailed as follows: Year 2018 2017 30 days $000 121 24 Trade receivables 90 days 60 days $000 $000 55 122 - 70 90+ days $000 39 50 Other receivables $000 9 96 Total $000 346 240 Outstanding receivables have not been impaired as West Wits Limited management believe that the receivables are recoverable. (c) Liquidity risk Prudent liquidity risk management implies maintaining sufficient assets to meet liabilities as they fall due. The economic entity is exposed to liquidity risk via the quantity and type of financial assets and liabilities it holds. The board ensures that the economic entity can meet its financial obligations as they fall due by maintaining sufficient reserves of cash, continuously monitoring forecast and actual cash flows, matching the maturity profiles of financial assets and liabilities, and identifying when they need to raise additional funding from the equity markets. The economic entity’s exposure to liquidity risk has remained unchanged from the previous year. (i) Maturities of financial instruments Contractual maturities of financial liabilities At 30 June 2018 Financial assets - cash flows realisable Cash and cash equivalents Trade and other receivables Financial liabilities due to payment Trade and other payables Loans and other financial liabilities Net inflow/(outflow) on financial instruments Fair value Due within 1 year $'000 Due within 1 to 5 years $'000 Total contractual cash flows Over 5 years $'000 $'000 Carrying amount (assets)/ liabilities $'000 1,209 346 1,555 (2,643) - (2,643) (1,088) - - - - (20) (20) (20) - - - - - - - 1,209 346 1,555 1,209 346 1,555 (2,643) (20) (2,663) (2,643) (20) (2,663) (1,108) (1,108) The fair value of financial assets and liabilities equals to the carrying amounts shown in the statement of financial position due to the short-term nature of those financial assets and liabilities. 51 West Wits Mining Limited Directors' declaration 30 June 2018 In the Directors' opinion: (a) the financial statements and notes set out on pages 24 to 51 are in accordance with the Corporations Act 2001, including: (i) (ii) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and give a true and fair view of the financial position as at 30 June 2018 and of the performance for the year ended on that date of the company and the economic entity; and (iii) comply with International Financial Reporting Standards as disclosed in Note 1 (b) the Chairman and Chief Finance Officer have each declared that: (i) (ii) the financial records of the company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001; the financial statements and notes for the financial year comply with the Accounting Standards; and (iii) the financial statements and notes for the financial year give a true and fair view. (c) in the Directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors. Mr Michael Quinert Executive Chairman Melbourne 27 September 2018 52 West Wits Mining Limited Independent auditor’s report to members Report on the Audit of the Financial Report Opinion We have audited the financial report West Witts Mining Limited. (the Company and its controlled entities (the Group)), which comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information, and the directors’ declaration. In our opinion, the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its financial performance for the year then ended; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, has been provided on the date of this report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty Related to Going Concern We draw attention to Note 1 in the financial report, which indicates that the Group incurred a net loss of $1,390,000 during the year ended 30 June 2018 and, as of that date, the Group’s current liabilities exceeded its current assets by $1,085,000. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Other Matter The audit report for 30 June 2017 was qualified on a going concern basis due to the consolidated entity’s non-recognition of a provision of $2,308,238 for Dead Rent on all IUP’s held in relation to mining permits held in Indonesia. This situation indicated the existence of a material uncertainty that cast significant doubt on the consolidated entity’s ability to continue as a going concern. During the current year, the consolidated entity has been able to quantify their Dead Rent liability to a value of approximately $250,000 and has recorded this as a liability. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. CARRYING VALUE OF EXPLORATION AND EVAUATION ASSETS Area of focus Refer also to notes 1 and 9 The Group has incurred exploration costs for their gold mining projects in South Africa and Indonesia over a number of years. There is a risk that the accounting criteria associated with the capitalisation of exploration and evaluation expenditure may no longer be appropriate. An impairment review is only required if an impairment trigger is identified. Due to the nature of the gold industry, indicators of impairment could include: — Changes to exploration plans; — Loss of rights to tenements; — Changes to reserve estimates; — Costs of extraction and production; or — Exchange rate factors. How our audit addressed it Our audit procedures included: — A review of the directors’ assessment of the criteria for the capitalisation of exploration expenditure and evaluation of whether there are any indicators for impairment to capitalised cost; — Understanding and vouching the underlying contractual entitlement to explore and evaluate each area of interest, including an evaluation of the requirement to renew that tenement at its expiry; — Examining project spend per each area of interest and comparing this spend to the minimum expenditure requirements set out in the underlying tenement expenditure plan; and — Examining project spend to each area of interest to ensure that it is directly attributable to that area of interest. We also assessed the adequacy of the Group’s disclosures in respect of exploration costs. ACQUISITION OF EXPLORATION AND EVALUATION ASSETS How our audit addressed it Our audit procedures included: — Examining the legal documentation associated with the purchases to understand the key terms and conditions of the acquisitions; and — Examining the treatment of the initial purchase consideration and the deferred consideration for each acquisition was in accordance with the requirements of Australian Accounting Standards. We also assessed the adequacy of the Group’s disclosures in respect of the acquisitions in the financial report. Area of focus Refer also to notes 1 and 9 On 25 October 2017, the Group completed the acquisition of Northern Reserves Pty Ltd (Northern) for an initial consideration of $1.1 million funded by way of ordinary shares and share options. Subsequent issues of shares will be granted on competition of certain milestones per the term of the purchase agreement. On 30 January 2018 the Group completed the acquisition of the Tambina Gold Project for an initial consideration of $1.84 made up of ordinary shares and cash payments. Subsequent issues of shares will be granted on competition of certain milestones per the term of the purchase agreement. The Acquisitions have been treated by management as asset acquisitions. Determining the appropriate accounting treatment for the transactions was complex and required significant judgements and estimates by the Group. Other Information The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2018 but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of these financial statements is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf This description forms part of our independent auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2018. In our opinion, the Remuneration Report of West Wits Mining Limited, for the year ended 30 June 2018, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. William Buck Audit (Vic) Pty Ltd ABN 59 116 151 136 J. C. Luckins Director Melbourne, 27 September 2018 West Wits Mining Limited Shareholder information 30 June 2018 Class of equity security Ordinary shares No. of Holders Total Units 37 34 119 315 481 986 3,258 127,121 1,145,020 15,484,851 701,087,429 717,847,679 The shareholder information set out below was applicable as at 21 September 2018. A. Distribution of ordinary fully paid shares All ordinary shares carry one vote per share. Holding 1 - 1000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over There were 334 holders of less than a marketable parcel of ordinary shares. B. Ordinary fully paid shareholders Top Twenty Ordinary fully paid shareholders The names of the twenty largest holders of quoted equity securities are listed below: Name DRD GOLD LTD STRAT PLAN PL KASTIN PL J P MORGAN NOM AUST LTD DEBT MGNT ASIA CORP CITICORP NOM PL EGAVAS CONS SVCS PL REALSTAR FINANCE PL O'MEARA DENIS WILLIAM JOHN WARDMAN & ASSOC PL GREGORACH PL SUNSET CAP MGNT PL NEALE TREVOR IAN CCI S/F PL CELTIC CAP PL I E PROPS PL SLEIGH CHRISTOPHER N RICHARDSON ANNE MAREE O'MEARA DAMON PATRICK MOSMAN GATE PL Ordinary shares Number held % 47,812,500 22,524,352 18,925,370 14,691,069 14,500,000 13,824,638 13,750,246 13,312,108 11,509,092 10,700,000 10,184,132 10,000,000 9,662,021 9,051,201 8,884,902 8,162,390 7,882,352 7,672,727 7,672,727 7,672,727 268,394,554 6.66 3.14 2.64 2.05 2.02 1.93 1.92 1.85 1.60 1.49 1.42 1.39 1.35 1.26 1.24 1.14 1.10 1.07 1.07 1.07 37.41 58 West Wits Mining Limited Shareholder information 30 June 2018 (continued) B. Ordinary fully paid shareholders (continued) Unlisted Options Class Unlisted options issued on 4 November 2015 Unlisted options issued on 15 November 2017 Unlisted options issued on 4 December 2017 Unlisted options issued on 4 December 2017 Unlisted options issued on 4 December 2017 Unlisted options issued on 30 January 2018 C. Substantial holders Quantity 2,000,000 10,000,000 10,000,000 12,000,000 3,000,000 17,000,000 Exercise Price $0.03 $0.05 $0.05 $0.05 $0.05 $0.05 Expiry Date 4 November 2018 14 November 2020 30 November 2020 3 December 2022 3 December 2022 29 January 2023 Number of Holders 1 8 1 1 1 2 Substantial holders in the company are set out below: Shareholders DRD GOLD LTD Shareholder enquiries Number held % 47,812,500 6.66% Shareholders with enquiries about their shareholdings should contact the share registry: Security Transfer Registrar 770 Canning Highway, Applecross WA 6153 Phone: +61 8 9315 0933 Fax: +61 8 9315 2233 Email: registrar@securitytransfer.com.au Change of address, change of name, consolidation of shareholdings Shareholders should contact the Share Registry to obtain details of the procedure required for any of these changes. Annual report Shareholders do not automatically receive a hard copy of the Company’s Annual Report unless they notify the Share Registry in writing. An electronic copy of the Annual Report can be viewed on the company’s website www.westwitsmining.com. Tax file numbers It is important that Australian resident Shareholders, including children, have their tax file number or exemption details noted by the Share Registry. CHESS (Clearing House Electronic Subregister System) Shareholders wishing to move to uncertified holdings under the Australian Securities Exchange CHESS system should contact their stockbroker. Uncertified share register Shareholding statements are issued at the end of each month that there is a transaction that alters the balance of an individual/company’s holding. Listing rule 4.10.19 disclosure The company has used the cash and assets in a form readily convertible to cash that it had at the time of admission in a way consistent with its business objectives. 59 West Wits Mining Limited Corporate directory Directors Secretary Principal registered office in Australia Share and debenture register Auditor Solicitors Bankers Website Mr Michael Quinert Executive Chairman Mr Vincent Savage Executive Director Mr Daniel Pretorius Non-Executive Director Mr Hulme Scholes Non-Executive Director Dr Andrew Tunks (appointed 13 March 2018) Executive Director Mr Phillip Hains Level 3, 62 Lygon Street Carlton VIC 3053 Australia Security Transfer Registrars 770 Canning Highway Applecross WA 6153 +61 8 9315 0933 William Buck Level 20, 181 William Street Melbourne VIC 3000 Quinert Rodda & Associates Suite 1, Level 6, 50 Queen Street Melbourne VIC 3000 National Australia Bank Level 2, 330 Collins Street Melbourne VIC 3000 http://www.westwitsmining.com/ 60 

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