Embed Size (px)
Citation preview
Gulf Minerals Corporation Ltd
ACN 059 954 317 Annual Financial Report for the
Year Ended June 30 2014
For
per
sona
l use
onl
y
Contents
Corporate Directory 1
Chairman's Letter 2
Review of Operations 3
Directors’ Report 7
Auditor’s Independence Declaration 14
Corporate Governance Statement 15
Consolidated Statement of Profit or Loss and Comprehensive Income 22
Consolidated Statement of Financial Position 23
Consolidated Statement of Changes in Equity 24
Consolidated Statement of Cash Flows 25
Notes to the Consolidated Financial Statements 26
Director’s Declaration 47
Independent Auditor’s Report 48
ASX Additional Information 50
For
per
sona
l use
onl
y
1
Corporate Directory Directors Mr Graham Anderson (Non-Executive Chairman)
Mr Bruce Morrin (Executive Director) Mr Michael Walters (Non-Executive Director) Dr Peter Williams (Non-Executive Director) Mr Paul O’Shaughnessy (Non-Executive Director)
Company Secretary Mr Piers Lewis Principal Office Level 2, 78 Mill Point Road,
South Perth WA 6151 Telephone: (08) 9367 9228
Facsimile: (08) 9367 9229
Website: www.gulfmineralscorp.com.au Registered Office Level 2, 78 Mill Point Road,
South Perth WA 6151 Auditor Somes Cooke
Level 2, 35 Outram Street West Perth WA 6005
Stock Exchange ASX Code: GMC Share Registry Automic Registry Services Pty Ltd
Level 1, 7 Ventnor Ave West Perth WA 6005
Telephone: (08) 9324 2099 Facsimile: (08) 9321 2337
Legal Advisors Lemonis Tantiprasut Lawyers Steinepreis Paganin
Corporate Advisors GDA Corporate
For
per
sona
l use
onl
y
2
Chairman’s Letter
Dear Shareholder,
On behalf of the Board, I am pleased to report on the successful work we have done to strengthen Gulf Minerals Corporation as it moves to become a world-class manganese ore and alloying enterprise. The past 12 months have proved pivotal for the company. An internal strategic mid-year review has refined our focus on our higher-value manganese project in Indonesia, we have welcomed experienced appointments to the board and senior management, and shareholders resolved to change the company’s name to reflect this fresh approach. The Board has conducted a comprehensive review of Gulf’s multi-commodity assets and is forging ahead with its strategic plan to create an ASEAN-focused manganese enterprise, growing from Gulf’s initial foothold in a separate high quality manganese project in Indonesia. The wide-ranging review also revealed and resolved a number of historic compliance issues and I have every confidence in the company going forward as it works to become a world-class manganese ore and alloying group. This enterprise will incorporate the staged build of a 150,000tpa smelter facility and will benefit Gulf through the favourable cost structures and financial incentives available to Indonesia’s value-adding sector. In turn, Gulf will be delighted to transfer world-class skills and knowledge to West Timor, create many hundreds of jobs directly and indirectly, and provide community benefits including education funding. I’m pleased to report that Gulf successfully launched its new website in October, allowing you to easily keep up with fresh developments during this exciting period. Gulf ends this transformative year with a clearer purpose, greater experience and fresh enthusiasm to realise our vision of becoming a profitable, fully integrated ASEAN manganese ore and alloying enterprise. The company’s wealth of experience in developing and marketing international manganese operations is a key indicator of Gulf’s future success. I would like to thank you for your continued support and invite you to share in our active progress towards realising our goals.
Graham Anderson Chairman
For
per
sona
l use
onl
y
3
Review of Operations
Gulf Minerals Corporation Ltd (Gulf) is an Australian-based company working to become a South East Asian focused integrated manganese ore and alloy producer. Gulf will source manganese ore and coking coal and develop a high quality manganese smelter in West Timor, Indonesia, which offers significant benefits via:
The predicted growing demand for manganese, essential in steel manufacturing;
The high grade, low cost Indonesian ore with values up to 56% manganese;
Beneficial labour costs;
Moderate power costs; and
Fiscal incentives including a 5-year tax holiday.
Business plan highlights
Develop 8 furnace smelters over 4 years in Kupang, West Timor;
Investigate joint venture potential with established Indian smelter group Ferro Alloys Corporation;
Produce premium quality 78% ferromanganese alloy;
Achieve significant government financial incentives for ore value-adding;
Dual list on the Singapore Stock Exchange Catalist Board; and
Benefit the West Timor community through jobs and local community funding.
Corporate Gulf has comprehensively refreshed its board and senior management team, who now represent a broad range of manganese, international marketing, corporate, networking and mining experience. The company has changed name to Gulf Minerals Corporation Limited (ASX: GMC) to reflect the commitment to this new chapter of focused development. Overview Business development Gulf is working to divest its gold, copper, and uranium interests to focus on its Association of South East Asian Nations (ASEAN) manganese enterprise. Gulf is investigating potential manganese exploration targets in Turkey, and has also signed a Memorandum
of Understanding with Ferro Alloys Corporation of India to consider a joint venture to develop both
manganese and coking coal prospects, and the West Timor smelter facility.
Gulf Minerals Corporation is preparing to capitalise on the anticipated growing demand for manganese by establishing an ASEAN-focused manganese ore and alloying enterprise in Indonesia. Gulf began its exposure to premium Indonesian manganese in 2013 through its strategic investment in Asia Minerals Corporation. Gulf is set to further benefit from the low-cost, high-quality Indonesian manganese ore and advantageous cost structures by building an 8-furnace smelter facility in West Timor through its subsidiary International Manganese Limited. Gulf has signed an MOU with Indian alloying group Ferro Alloys Corporation Ltd to conduct due diligence on jointly establishing the smelter and developing manganese and coking coal mines to supply the smelter. In accordance with Gulf’s refined focus on its manganese enterprise, it is divesting its copper, gold and uranium assets. It is also actively seeking development opportunities to complement the Indonesian enterprise and is investigating further manganese ore potential in Turkey.
For
per
sona
l use
onl
y
4
Business Plan Summary
Develop an integrated manganese ore and alloying enterprise based in Indonesia.
Conduct due diligence with Ferro Alloys Corporation to assess jointly establishing the enterprise.
Build an alloying smelter facility in the West Timor capital of Kupang.
Take advantage of the low-cost, high-grade ore, beneficial labour costs and moderate power costs.
Benefit from government value-adding incentives including a five-year tax holiday through Gulf’s
subsidiary International Manganese Ltd.
Dual list on the Singapore Stock Exchange’s Catalist Board.
Raise up to $A2.5 million towards the Singapore listing and the smelter planning through a
redeemable convertible notes issue.
Begin smelter construction in 2015 with 8 furnaces over 4 years.
Produce premium quality 78% ferromanganese alloy.
Continue to source imported and locally produced manganese ore.
Manganese Gulf is developing its ferromanganese smelter project in Indonesia and growing the enterprise, to include potential manganese ore sources and coking coal opportunities to supply the smelter operation. Indonesia’s high quality manganese is in demand from Chinese smelter producers who are looking to reduce production costs by using higher-grade manganese. Manganese acts as a cleansing, hardening and strengthening agent in steel manufacturing and approximately 90% of all mined manganese is used as an alloy in steel production. Smelter Specifics
Staged build of 8 furnaces over 4 years in West Timor’s capital Kupang.
Full production capacity of 150,000tpa of high quality 78% ferromanganese alloy.
Indonesian group PT SNC-Lavalin TPS will design and construct the furnaces.
The group has international smelter and construction experience.
State of the art modular components, built in South Africa, allow for staged expansion.
The premium alloy will result from a blend of high quality Indonesian ore with imported ore to
enhance the iron content.
Kupang offers a good port and associated infrastructure facilities.
Manganese Developments
Gulf is investigating new manganese mining prospects in the promising Tethyan Metallogenic Belt in
Turkey.
Gulf’s subsidiary International Manganese Limited has identified five potential manganese areas
during an exploratory program in Turkey in June and plans to conduct further investigation.
Gulf began its exposure to Indonesia’s premium manganese in July 2013 by taking a major stake in
private company Asia Minerals Corporation.
AMC’s subsidiary, PT Asia Mangan Group (Asian Mangan), is developing a manganese mining
operation in West Timor, Indonesia.
Indonesia has banned the export of all unprocessed minerals, but Asia Mangan is currently the only
manganese company granted an export licence owing to successful lobbying and the premium
grade of its ore, which contains up to 56% manganese.
Asia Mangan shipped its first cargo of 500 tonnes in February and at full production will produce
125,000 tonnes per annum of manganese ore for the domestic market.
Coal Gulf is actively pursuing coking coal mining opportunities to cost-effectively supply our smelter alloying plant. Gulf Coal Pty Ltd (a fully owned subsidiary) was set up to further this initiative. Gulf will investigate developing manganese and coking coal mines both in Indonesia and other global locations, through a Memorandum of Understanding with Indian alloying group Ferro Alloys Corporation Ltd. The MOU was signed in June and the companies offer each other strong synergies in developing a world-class manganese enterprise.
For
per
sona
l use
onl
y
5
Non-Core Assets As Gulf prepares to step up progress on its manganese enterprise in Indonesia, it is divesting its Australian copper, gold and uranium assets. Uranium Gulf owns 100% of the Debbil Debbil Creek uranium and copper project in the Northern Territory, which is funded and operated by joint venture partner, Canadian uranium developer Laramide Resources. Gulf began negotiations in the June quarter to divest its full stake Debbil Debbil Creek to Laramide, to allow full focus on Gulf’s Indonesian manganese project. Debbil Debbil is adjacent to Laramide’s Westmoreland Uranium deposit, which has a reported Indicated Mineral Resource of 36 million pounds of uranium (U308). Copper Gulf plans to realise value from divesting its Wollogorang copper joint venture project in the Northern Territory and allow greater focus on its higher-value manganese enterprise. Gulf holds a 51% interest in tenement EL 10335 in a joint venture with ASX-listed Redbank Copper Ltd. Gulf is in discussions to divest its stake to Redbank, which has operated and funded the JV through a farm-in arrangement. Gold The Board decided to divest its gold assets in the January quarter to focus the company’s attention on its Indonesian strategy. Gulf considers all projects to have potential but believe they are more suited to expansion, rather than stand-alone, operations.
Leonora Gold Project, Western Australia
- Braemore – the Braemore joint venture was terminated and the 13 tenements were returned
to the original vendor, Tyon Pty Ltd.
- Mt Stewart – Gulf has relinquished its 10, 100%-owned tenements due to the lacklustre gold
sector.
Queensland
- The Ebagoola Gold Project, consisting of 5 tenements owned by Gulf’s 100%-owned
subsidiary Ebagoola Gold Mines, is also subject to divestiture.
Corporate Gulf raised $540,000 through a share placement in September 2013 to develop its Indonesian strategy. Shareholders approved Gulf’s purchase of a major stake in Indonesian manganese developer Asia Minerals Corporation in August 2013. Gulf’s investment in AMC prompted an unsuccessful off-market takeover bid by private company Brighton Mining Group, which valued Gulf’s holding at $A3.5 million. During the reporting period, Gulf welcomed new strategic appointments to the Board and senior management with extensive regional exploration, mineral marketing, mining and corporate governance experience. Dr Peter Williams, who has a PhD in structural geology and has been in the exploration industry since the 1970s, joined the Board in September as non-executive exploration director. Michael Walters was appointed as non-executive marketing director in October and brings vast mining and marketing experience, including helping build Consolidated Minerals into the world’s fourth largest high grade manganese supplier. The company appointed mining industry veteran Bruce Morrin in February as its first dedicated CEO to guide Gulf’s growth. The Board farewelled both founding director Dr Peter Bennett Smith in November and executive chairman Peter Remta in March. Graham Anderson was appointed non-executive chairman in March. His appointment strengthens the Board with his valuable commercial and corporate experience.
For
per
sona
l use
onl
y
6
Chartered accountant Piers Lewis replaced Michael Cooper as company secretary in November. Management conducted a comprehensive review of Gulf’s multi-commodity assets, which prompted a strategic refinement of the company’s focus, to concentrate on becoming an ASEAN-focused manganese ore and alloy producer, and to subsequently divest non-core assets. Shareholders agreed at a general meeting on March 31 to change the company name from Gulf Mines Ltd to Gulf Minerals Corporation Limited, to reflect the company’s strengthened development plans. The new ASX code GMC became effective on April 11. As part of the new management’s internal review, Gulf determined that earlier inadvertent breaches of ASX Listing Rule 7.1 had taken place. These breaches were voluntarily presented to the Australian Securities Exchange and have been dealt with by both the company and the ASX. Accordingly Gulf will not issue any new securities without prior security holder approval until 14 February 2017, unless the issue comes within an exception in listing rule 7.2. The company has been bolstered by support from a new major shareholder as it works to raise additional capital to progress its development plans. Gulf announced it would raise up to $A2.5 million in a redeemable convertible notes offer in April, to finalise smelter design and consulting costs, provide working capital and satisfy requirements prior to dual listing on the Singapore Stock Exchange’s Catalist Board.
Developments Since Reporting Date Long-term board member Victor Wu resigned on July 11 due to his ongoing work commitments. Subsequently Gulf appointed CEO Bruce Morrin to the board as executive director. Gulf’s board was further strengthened with the appointment in August of Paul O’Shaughnessy as non-executive Metallurgical Director. The metallurgical engineer brings 40 years’ specialty experience in manganese smelting operations, which is expected to greatly benefit the company as it moves into the engineering, construction and operating phases of its smelter enterprise. Gulf has proposed tactical capital management strategies to prepare for its application to list on the Singapore Stock Exchange’s Catalist Board. Shareholder approval has been passed at a meeting on September 1, to consolidate the company’s large number of ordinary shares and options on a 1 for 50 basis. The company believes this is in the best interests of all shareholders as Gulf works to create shareholder wealth through its planned manganese business.
In September 2014 the Company announced the sale agreement to divest its 51% of Northern Territory
mining tenement EL10335 to joint venture partner Redbank Copper Limited for $125,000 cash.
In September, the company announced a renounceable entitlement rights issue of 2 shares for every 1 share at an issue price of 3 cents to raise up to $1,341,000. The Company’s major shareholder has advised they shall be taking up their full entitlement of 13,400,000 shares.
For
per
sona
l use
onl
y
7
Director’s Report
The Directors present the following report on the consolidated entity consisting of Gulf Minerals Corporation Ltd and the entity it controlled at the end of, or during, the financial year ended 30 June 2014. The names of each person who has been a Director during the year and continues in office to the date of this report are: Mr Graham Anderson (Non-executive Chairman) appointed 6 May 2014 Mr Michael Walters (Non-executive Director) appointed 2 October 2013 Dr Peter Williams (Non-executive Director) appointed 12 September 2013 Mr Bruce Morrin (Executive Director) appointed 21 July 2014 Mr Paul O’Shaughnessy (Non-executive Director) appointed 12 August 2014 Mr Peter Smith resigned on 5 November 2013. Mr Peter Remta resigned on 12 March 2014. Mr Victor Wu resigned on 11 July 2014.
Names, qualifications, experience and special responsibilities Graham Anderson, B.Bus, Dip, Fin Plan, CA, AICD (Non-executive Chairman) Graham has over 29 years commercial and corporate experience having commenced his career in 1983 with Ernst & Young before later moving to national chartered accounting firms, Duesburys and Horwath as Partner. Graham’s responsibilities included corporate services divisions of the Perth practice, including preparation and signing of Independent Experts Reports and Independent audit reports. He operates his own specialist accounting and management consultancy practice, providing a range of corporate advisory and audit services to both public and private companies. From 1990 to 1999 he was an audit partner at Horwath Perth.
Other Current Directorships Former Directorships in the Last Three Years
Oakajee Corporation Ltd Echo Resources Ltd Pegasus Metals Ltd Dynasty Metals (Australia) Ltd Mako Hydrocarbons Ltd Tangiers Petroleum Ltd APA Financial Services Ltd WAG Ltd Kangaroo Resources Ltd Bruce Morrin ACSM, FAusIMM, FIMMM, MAICD (Executive Technical Director) Prior to his appointment as Executive Director, Bruce served as the Company’s chief executive officer from January 2014. He is a mining engineer having graduated from Camborne School of Mines in the UK with 45 years of experience in the copper and gold mining industries covering open pit and underground operations. He commenced his mining career on the Zambian copper belt with Anglo American, was a General Manager for African Associated Mines in Zimbabwe, a Registered Mine Manager at Mt Isa Copper Operations in Australia and a Director of copper and molybdenum mining operations in Western Australia.
Other Current Directorships Former Directorships in the Last Three Years
None Redbank Copper Limited
Michael Walters, B.Eng (Non-executive Marketing Director) Michael holds a Bachelor of Engineering and has 30 years resources marketing experience having worked with Billiton, Western Mining and was part of the team that built Consolidated Minerals into the world's 4th largest high grade manganese supplier. He joined the board in October 2013.
Other Current Directorships Former Directorships in the Last Three Years Shaw River Manganese Ltd None
Peter Williams BSc (Hons), PhD, FAICD, FAusIMM (Non-executive Exploration Director) Peter holds a PhD in Structural Geology and has been in the exploration industry since the early 1970's and was, before retirement, Managing Director of SRK Australasia, one of the country’s largest specialist geological consulting group. He joined the board in September 2013.
Other Current Directorships Former Directorships in the Last Three Years None None
For
per
sona
l use
onl
y
8
Paul O’Shaughnessy, BSc(Eng), C Eng (Non-executive Metallurgical Director) Paul is a metallurgical engineer with some 40 years of industry experience which includes smelting operations producing both bulk and specialty manganese alloys. He is a graduate from the Royal School of Mines, Imperial College, University of London with a Bachelor of Science Metallurgy with Honours. He operates his own consulting business which includes advising on the manufacturing of ferro alloys.
Other Current Directorships Former Directorships in the Last Three Years None None
Company Secretary
Piers Lewis, BComm, ACA, AICD Piers holds a Bachelor of Commerce, is a Chartered Accountant and a member of the Australian Governance Institute of Australia and has diverse financial and corporate experience with Credit Suisse UK, Mizuho International and NAB Capital. He was appointed on 12 November 2013. The previous company secretary Mr Michael Cooper resigned on 12 November 2013.
Director’s interests in shares and options As at the date of this report the relevant interest of each Director in the shares and options of the Company are:
Shares Options over ordinary shares
Direct Indirect Direct Indirect
Directors 2014 2014 2014 2014
Graham Anderson - - - -
Michael Walters - - - -
Peter Williams - 2,000,000 - -
Paul O’Shaughnessy - - - -
Bruce Morrin - - - -
Principal activity The principal activity of the Company is developing an ASEAN focused manganese ore and alloying enterprise based in West Timor. Review of operations and results Details of the operations of the Company are set out in the Review of Operations on page 2. The Company incurred an after tax operating loss of $5,622,881 (2013: $530,212). Dividends No dividend has been paid or recommended for the current year.
Significant changes in states of affairs Shareholders agreed at a general meeting on March 31 2014 to change the company name from Gulf Mines Ltd to Gulf Minerals Corporation Limited, to reflect the company’s future development plans. The new ASX code GMC became effective on 11 April 2014. In the opinion of the Directors, there were no other significant changes in the state of affairs of the Company that occurred during the year under review not disclosed in this report or in the financial statements. Matters subsequent to the end of the financial year Victor Wu resigned on 11 July 2014 due to his ongoing work commitments and CEO Bruce Morrin was appointed to the board as executive technical director on 21 July 2014. Paul O’Shaughnessy was appointed as non-executive Metallurgical Director on 12 August 2014. Shareholder approval had been passed at a General Meeting on 1 September 2014, to consolidate the Company’s number of ordinary shares and options on a 1 for 50 basis. The new share capital of the Company consists of 22,350,146 ordinary shares on issue and the following unlisted options over ordinary shares:
For
per
sona
l use
onl
y
9
Options exercisable at $0.75 and expiring 31 October 2014 2,555,337
Options exercisable at $1.00 and expiring 30 April 2015 211,671
Options exercisable at $0.375 and expiring 30 June 2016 1,279,000
Options exercisable at $0.375 and expiring 31 July 2017 13,800,000
In September, the Company announced the sale agreement and divest its 51% of Northern Territory mining
tenement EL10335 to joint venture partner Redbank Copper Limited for $125,000 cash.
In September, the company announced a renounceable entitlement rights issue of 2 shares for every 1 share at an issue price of 3 cents to raise up to $1,341,000. The Company’s major shareholder has advised they shall be taking up their full entitlement of 13,400,000 shares. Likely developments and expected results of operations Likely developments in the operations of the Company are set out in the Review of Operations on page 3.
Meetings of directors
The numbers of meetings of the Company’s Board of Directors held during the year ended 30 June 2014, and the numbers of meetings attended by each director were:
Name of Director Number eligible to attend
Number attended
Graham Anderson 1 1
Michael Walters 5 5
Peter Williams 5 5
Victor Wu 5 3
Peter Smith - -
Peter Remta 2 2
Audit and risk committee The Company has established an Audit and Risk Committee that comprises three non-executive directors: Dr Peter Williams (Committee Chairman), Mr Graham Anderson, and Mr Michael Walters. The Audit and Risk Committee did not meet during the year. Remuneration committee The Company has established a remuneration committee consisting of three Directors with a majority of Independent Directors: Mr Graham Anderson (Committee Chairman), Dr Peter Williams, and Mr Michael Walters. The Remuneration Committee did not meet during the year.
Environmental regulations The Company’s operations are subject to environmental regulation in respect to its mineral tenements relating to exploration activities on those tenements. No breaches of any environmental restrictions were recorded during the financial year. The Company has not yet fully reviewed the reporting requirements under the Energy Efficient Opportunities Act 2006 or the National Greenhouse and Energy Reporting Act 2007 but believes it has adequate systems in place to ensure compliance with these Acts having regard to the scale and nature of current operations. Director’s benefits Since the date of the last Directors' Report, no Director of the Company has received, or become entitled to receive, (other than a remuneration benefit included in Note 16 to the financial statements or remuneration report), a benefit because of a contract that involved: (a) the Director; or
(b) a firm of which the Director is a member; or
(c) an entity in which the Director has a substantial financial interest (during the year ended 30 June 2014, or at any other time) with the Company; or
(d) an entity that the Company controlled, or a body corporate that was related to the Company, when the contract was made or when the Director received, or became entitled to receive, the benefit (if any).
For
per
sona
l use
onl
y
10
Remuneration report (audited) The information provided in this remuneration report has been audited as required under Section 308 (3C) of the Corporations Act 2001. During the financial year there were no key management personnel other than the Directors (see page 4 for details about each Director). The names of Directors in office are as follows.
Graham Anderson Non-executive Chairman Bruce Morrin Executive Director Peter Williams Non-executive Director Michael Walters Non-executive Director Paul O’Shaughnessy Non-executive Director A Remuneration policy The objective of the Company’s policy is to provide remuneration that is competitive and appropriate. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices: (i) competitiveness and reasonableness; (ii) acceptability to shareholders; (iii) transparency; and (iv) capital management. Directors' and executives' remuneration The policy of the Company is to pay remuneration of Directors in amounts in line with employment market conditions relevant in the mining industry.
Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors. Non-executive Directors’ fees and payments are reviewed annually by the Board. The Chairman’s fees are determined independently to the fees of Non-Executive Directors based on comparative roles in the external market. The Constitution of the Company provides that non-executive Directors may collectively be paid as remuneration for their services a fixed sum not exceeding the aggregate maximum sum per annum determined by the Company in a general meeting. The current aggregate maximum is $250,000. The table below sets out summary information about the Consolidated Entity’s earnings and movements in net asset for the last 5 years:
30-Jun-14 30-Jun-13 30-Jun-12 30-Jun-11 30-Jun-10
$ $ $ $ $
Revenue - 100,023 350,925 6,069 11,829
Net Profit /(Loss) before tax
(5,622,881) (530,212) (1,845,851) (7,299,362) (2,239,624)
Net Asset/(Liability) (227,215) 834,103 611,127 545,627 7,604,724
Performance based remuneration
There was no performance-based remuneration paid to Directors during the financial year.
Voting and comments made at the Company’s 2013 Annual General Meeting
The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
For
per
sona
l use
onl
y
11
B Details of remuneration
Amounts of remuneration
Details of the remuneration of the Directors, the Key Management Personnel of the Company (as defined in AASB 124 Related Party Disclosures) and specified executives of the Company are set out in the following tables:
SHORT-TERM BENEFITS
POST EMPLOYMENT BENEFITS
OTHER SHARE-BASED
PAYMENT TOTAL
Directors
Salary and fees Superannuation Retirement
Benefits Fees Options
Remuneration consisting of
Options
$
Graham Anderson (appointed 6 May 2014)
2014 12,000 - - - - - 12,000
2013 - - - - - - -
Michael Walters (appointed 2 October 2013)
2014 26,806 - - - - - 26,806
2013 - - - - - - -
Peter Williams (appointed 12 September 2013)
2014 28,800 - - - - - 28,800
2013 - - - - - - -
Victor Wu (resigned 11 July 2014)
2014 36,000 - - - - - 36,000
2013 39,000 - - - - - 39,000
Peter Remta (resigned 12 March 2014)
2014 60,000 - - - - - 60,000
2013 102,000 - - - - - 102,000
Peter Smith1 (resigned 5 November 2013)
2014 9,348 - - - - - 9,348
2013 39,000 - - - - - 39,000
Total Remuneration Directors
2014 172,954 - - - - - 172,954
2013 180,000 - - - - - 180,000
1
On resignation, Mr Peter Smith’s outstanding historical salary was settled via payment of $25,000 cash and issue of 25,000,000 shares in the company. Bruce Morrin was remunerated $55,800 (2013: Nil) as the Chief Executive Officer during the financial year before he was appointed as an Executive Director on 21 July 2014. C Service agreements The Company has a service agreement with Graham Anderson for the provision of services as the Non-Executive Chairman and Piers Lewis for the provision of services as Company Secretary. No other service agreements have been made with key management personnel. Details of the Non-Executive service agreements are as follows:- Graham Anderson Monthly Fee - $6,000 (plus GST) Period of Notice – 3 months Term – Continuing, subject to the Constitution Non-Executive Directors receive a letter of appointment which contains key terms to their appointment. Such terms include the term in accordance with the Constitution of the Company, time commitment expected, role, remuneration (if applicable), standards of conduct and cessation of office. Termination benefits The Company is not liable for any termination benefits on termination of the current executive or non-executive directors or key management personnel other than payment of period of notice on termination where applicable.
For
per
sona
l use
onl
y
12
D Share-based compensation
Options granted to Directors’ and Officers There were no options granted to Directors’ and Officers of the Company during the financial year (2013: nil). Shares issued on exercise of unlisted options There were no unlisted options exercised during the financial year. Fair value of options granted The assessed fair value at grant date of options granted to individuals is allocated equally over the period from grant date to vesting date. Fair values at grant date are independently determined using a Black Scholes option pricing model. There were no options granted to Directors for the year ending 30 June 2014. E Additional information Options granted to Directors carry no dividend or voting rights. No options have been granted since the end of the financial year. KMP Shareholdings Directors Balance at the
beginning of the year Share issue during the year (not remuneration)
Held at Resignation Balance at End of Year
Graham Anderson - - -
Michael Walters - - -
Peter Williams - 2,000,000 - 2,000,000
Victor Wu - - - -
Peter Remta 1,000,000 - (1,000,000) -
Peter Smith 14,500,000 - (14,500,000) -
No members of key management personnel held options over the Company’s shares during the financial year. There is no other additional information other than the information disclosed above. This is the end of the audited remuneration report. Shares under Option At the financial year end and pre consolidation, unissued ordinary shares of the Company under option are:
Code Expiry Date Exercise price Number of options
Vested and Exercisable
GMCOP 31-Oct-14 $0.015 127,766,668 Yes
GMCON 30-Apr-15 $0.02 10,583,334 Yes
GMCOR 30-Jun-16 $0.0075 63,950,000 Yes
GMCOQ 31-Jul-17 $0.0075 695,000,000 Yes
897,300,002
When exercisable, each option is convertible into one ordinary share. Indemnification There will be indemnities and insurances for the Directors in regard to their positions. These insure and indemnify the Directors including former Directors against certain liabilities arising in the course of their duties. The Directors have not disclosed the amount of the premiums paid as such disclosure is prohibited under the terms of the policies.
Proceedings on behalf of Company No person has applied for leave of Court under section 237 of the Corporations Act 2001 to bring proceedings on behalf of the Company or 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 any part of those proceedings. The Company was not a party to any such proceedings during the year.
For
per
sona
l use
onl
y
13
Non-audit services There were no non-audit services provided for the financial year (2013: nil). The Auditor’s remuneration is disclosed in Note 23. Auditor Independence Declaration A copy of the Auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 14. Signed in accordance with a resolution of the Directors and on behalf of the board by
Graham Anderson
Director
Perth, Western Australia
30 September 2014
For
per
sona
l use
onl
y
For
per
sona
l use
onl
y
15
Corporate Governance Statement Gulf Minerals is pleased to advise that our Corporate Governance Policies and Practices are largely consistent with those of the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations “ – 3rd Edition 27 March 2014. What is “corporate governance”? The phrase “corporate governance” describes “the framework of rules, relationships, systems and processes within and by which authority is exercised and controlled within corporations. It encompasses the mechanisms by which companies, and those in control, are held to account.” Good corporate governance promotes investor confidence. Gulf reviews all its corporate governance practices and policies on an annual basis and compares its current practices and policies against the current ASX Guidelines with a view to ensuring its corporate governance practices and policies are up to date and reflect Gulf’s current stage of development and future growth. A full set of Gulf’s Charters and Policies can be reviewed on the company’s website www.gulfmineralscorp.com under the Corporate Governance menu.
Principle 1: Lay solid foundations for management and oversight 1. Functions of the Board The board is responsible for promoting the success of Gulf in a way which ensures that the interests of shareholders and stakeholders are promoted and protected. The conduct of the board is governed by the Constitution of Gulf, the Corporations Act, the ASX Listing Rules and Common Law. The board’s responsibilities are detailed in a formal Board Charter which is reviewed annually. The board is responsible for setting the strategic direction of the company and monitoring the implementation by management, key areas are:
Oversight of the company, including control and accountability systems;
Appointment or removal of the Chief Executive Officer, the Chief Financial Officer or the Company Secretary;
Development of Corporate Strategy;
Approval of annual operating and capital expenditure budgets;
Reviewing and approving financial statements;
Approve capital acquisitions or divestiture;
Monitor compliance of the legal, tax and regulatory obligations;
Monitoring risk management, internal compliance and controls;
Approving capital management including share and loan capital and dividend payments; and
Monitoring senior management performance.
To assist the board carrying out its responsibilities three board committees have been established:
Audit and Risk committee
Remuneration Committee
Corporate Governance Committee 2. New Directors New Directors are provided with a formal letter of appointment which sets out the terms and conditions of appointment including their duties, rights, responsibilities, the time commitment envisaged and expectations.
For
per
sona
l use
onl
y
16
Gulf believes that it is important that new directors are able to contribute to the board’s decision making process at the earliest opportunity and has established a director induction procedure to assist with this process. Director induction is tailored for each new director (depending on their requirements, skills, qualifications and experience) and is facilitated by the Chairman and the Company Secretary. 3. Company Secretary The company secretary is accountable directly to the board, through the Chairman, on all matters to do with the proper functioning of the board. Each director is able to communicate directly with the company secretary and vice versa. The role of the company secretary includes:
Advising the board and its committees on governance matters;
Monitoring that board and committee policy and procedures are followed;
Coordinating the timely completion and despatch of board and committee papers;
Ensuring that the business at board and committee meetings is accurately captured in the minutes; and
Helping to organise and facilitate the induction and professional development of directors.
4. Evaluation of the board The board regularly reviews the performance of the board and its committees. The most recent view was conducted in January 2014 and involved each director and the Executive Leadership Team. In addition, the Chairman meets annually with individual directors to discuss their performance. 5. Performance of Senior Executives All members of the Executive Leadership Team have a formal position description and key performance measures are established at the commencement of the financial year. Performance measures include occupational health and safety, environment, operational performance targets along with other targets specific to the individual role and responsibilities of that senior executive. The Chief Executive Officer assesses the performance of the Executive Leadership Team and the Chairman that of Chief Executive Officer against the measures on an annual basis.
Principle 2: Structure the board to add value The board’s size and composition is subject to limits imposed by Gulf’s Constitution, which provides for a minimum of three and a maximum of seven directors. Gulf is committed to ensuring that the composition of the board continues to comprise directors who bring an appropriate mix of skills, experience, expertise and diversity to board decision making. 1. Nomination Committee The Company does not consider any formal nomination committee is necessary as the requirement for locating and nominating directors is on an ad hoc need and when required a temporary sub-committee of the board will be formed consisting of:
The Chairman;
The Lead Independent Director; and
One Executive Director.
2. Director Skills The board currently comprises of four non-executive independent directors and one executive non independent director. A brief description of their qualifications, experience, special responsibilities and the period of office held is set out in the Directors’ Report. The board is of the view that its current directors possess an appropriate mix of skills, experience, expertise and diversity to enable the board to discharge its responsibilities and deliver Gulf’s corporate objectives.
For
per
sona
l use
onl
y
17
3. Independent Directors Gulf considers a director to be independent if the director is independent of management and free of any business or other relationship that could materially interfere, or be perceived as interfering, with the exercise of an unfettered and independent judgement in relation to matters concerning Gulf. In determining whether a director is independent, the board considers whether the director:
Is a substantial shareholder of Gulf or an officer of, other otherwise associated directly with, a substantial shareholder of Gulf;
Within the last three years, has been employed in an executive capacity by Gulf or any related bodies corporate;
Within the last three years, has been a principal of a material professional adviser or a material consultant to Gulf or related bodies corporate;
Is a material supplier to, or customer of, Gulf or any bodies corporate, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;
Has a material contractual relationship with Gulf; or
Has any interest, or any business or other relationship, which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in Gulf’s best interests.
The director considered not independent was the company’s Chief Executive Officer, Bruce Morrin, by virtue of his executive role.
4. Chairman Independence The Gulf Board Charter sets out that the Chairman where practicable shall be an independent director. However, where the Chairman is not independent, then the board will consider appointing another director who is independent as a Lead Independent Director. The Chairman is responsible for the leadership of the board, ensuring it is effective, setting the agenda of the board, and conducting the board and shareholder meetings. The Chairman facilitates the effective contribution of all directors and promotes constructive and respectful relations between board members, management and shareholders. The role of the Lead Independent Director is to take the chair at any meeting for an item where the Chairman has a conflict of interest of is unavailable for a meeting. In accordance with Gulf’s Board Charter, the role of the Chair and Chief Executive Officer is not exercised by the same person. The board considers Dr Peter Williams to be the company’s Lead Independent Director. Principle 3: Act ethically and responsibly 1. Code of Conduct Gulf believes ethical decision making to be integral to the conduct of its business. Gulf has a Code of Conduct that applies to its directors, officers, employees and contractors which outlines how Gulf expects its directors, employees and contractors to behave and conduct business both in the workplace and with third parties. Directors, employees and contractors must conduct themselves in a manner consistent with current community and corporate standards and in compliance with all legislation. The objective of the Code of Conduct is to provide a benchmark for professional behaviour throughout Gulf, support Gulf’s business reputation and corporate image within the community, and make directors, employees and contractors aware of the consequences if they breach the Code of Conduct.
For
per
sona
l use
onl
y
18
Gulf demands the highest standard of ethical behaviour in business dealings and expects its directors to behave with integrity in all its dealings with customers, clients, shareholders, government, employees, suppliers and the community. Directors, employees and contractors are expected to perform their duties in a professional manner and act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of Gulf. This should involve as a minimum:
Acting with applicable laws, particularly those that deal with matters covered by the code, including
equal opportunity and anti-discrimination laws;
Acting with courtesy;
Acting with fairness and respect in supervision;
Encouraging co-operation;
Fostering an environment where rational debate is encouraged, with a view to achieving shared goals;
Avoiding behaviour that might reasonably be perceived as bullying or intimidation; and
Understanding and responding to the needs to Gulf’s broader stakeholders including the community at large.
2. Health and Safety Gulf is committed to maintaining a healthy and safe working environment for its employees and continues to focus on occupational health, safety processes and safety standards, systems and procedures that are introduced and maintained. All appropriate laws and regulations (including occupational health and safety laws) must be fully complied with. Gulf will take into account the impact of health and safety issues when making business decisions, setting short term incentive program targets and must ensure that business decisions do not compromise the commitment to avoiding injury to people. In addition, the board subscribes to the Statement of Ethical Standards as published by the Australian Institute of Company Directors. 3. Corporate Governance Committee The board has established a Corporate Governance Committee consisting of three members, Chairman, Chief Executive Officer, and Company Secretary, and operates under a formal Corporate Governance Committee Charter a copy of which is available on Gulf’s website. The role of the Corporate Governance Committee is to ensure that Gulf has the appropriate ethical standards and corporate governance policies and practices designed to protect and enhance shareholder returns and maintain integrity in dealings with all stakeholders. Principle 4: Safeguard integrity in corporate reporting The company has established an Audit and Risk Management Committee whose primary function is to monitor and review on behalf of the board:
The reliability and integrity of financial statements;
Enterprise wide risk management;
Compliance with legal and regulatory obligations, including audit, accounting, tax and financial reporting obligations;
The integrity of internal control framework; and
Safeguarding independence of the external auditors.
1. The committee will comprise of at least three directors being:
Lead Independent Director as Chairman;
Director with Financial Expertise (Qualified Accounting Professional);
An Independent Director;
The current composition is: - Chairman – Dr Peter Williams
- Accounting – Graham Anderson - Non-executive – Michael Walters
For
per
sona
l use
onl
y
19
2. Declarations The Chief Executive, Chief Executive Officer and the External Auditor attends meetings at the discretion of the committee. Before the full board approves the financial statements for a financial period a declaration is received from the Chief Executive and Chief Financial Officers that, in their opinion, the financial records have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial positon and performance of the company and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. 3. Annual General Meetings The Company’s external auditor attends all Annual General Meetings of shareholders and is available to answer questions from security holders relevant to the audit. 4. Charter A copy of the Committee’s Charter is on the company’s website. Principle 5: Make timely and balanced disclosure Gulf’s Continuous Disclosure and Shareholder Communication Policy describe Gulf’s continuous disclosure obligations and how they are managed by Gulf, as well as how Gulf communicates with financial markets. The Continuous Disclosure and Shareholder Communications Policy applies to all directors of Gulf, the Chief Executive’s direct reports, the Company Secretary and members of senior management. The company reports to the board monthly on continuous disclosure matters and directors receive copies of all announcements immediately after notification to the ASX. All ASX announcements are signed off by the Chairman and the Chief Executive prior to transmittal to the ASX. Principle 6: Respect the rights of security holders Gulf respects the rights of its shareholders and is committed to communicating effectively with shareholders and the market. Gulf’s Continuous Disclosure and Shareholder Communication Policy sets out its policy for communications with shareholders and the market and is designed to promote effective communication with shareholders and encouraging their participating at general meetings. The Continuous Disclosure and Shareholder Communications Policy is available on Gulf’s website. Gulf publishes all of its ASX announcements on its website, including Notices of General Meetings, Investor Presentations, Quarterly, Half Yearly and Annual Reports. The website is www.gulfmineralscorp.com which enables two way communication with security holders. Gulf encourages and welcomes shareholder participation at general meetings with the AGM being the major forum for shareholders to ask questions about the performance of Gulf and to provide feedback. The Chairman allows reasonable opportunity for shareholders as a whole to ask questions or make comments about the financial report and the management of Gulf. The Gulf auditors are required to be present and shareholders are also given reasonable opportunity to ask the auditor about the conduct of the audit, the preparation and content of the Auditor’s report, the accounting policies adopted by Gulf and the independence of the auditor. Principle 7: Recognise and manage risk 1. Structure The Board recognises that risk management and internal compliance and control are key elements of good corporate governance and integral to the Company’s objectives of creating and maintaining Shareholder value and the successful implementation of the Company’s operations. The Board as a whole is responsible for oversight of the processes by which risk is considered for both ongoing operations and prospective actions.
For
per
sona
l use
onl
y
20
Management is responsible for establishing procedures which provide assurance that major business risks are identified, consistently assessed and appropriately addressed. Not all aspects of risk management can be formalised and the Company places considerable reliance on the skill, experience and judgement of its people to take risk managed decisions within the policy framework and to communicate openly on all risk related matters. 2. Analysis Risks are analysed by the Board and management by using the following analysis:
Probability of the risk occurring;
Impact of the risk if it did occur;
Ascertaining what level of controls and maintenance are currently being employed; and
How effective these controls are. 3. Evaluation Management evaluate each risk through a process of allocating an appropriate rating of probability (eg. High, medium or low), impact, risk and effectiveness controls. This evaluation process determines whether the current management of each risk is within a predetermined acceptable level of whether action needs to be taken to treat a risk. Management further identifies what monitoring is required i.e. active or periodic and whether review by Board or management is required.
Principle 8: Remunerate fairly and responsibly 1. Remuneration Committee The Board has established a Remuneration Committee consisting of three independent directors consisting of:
Graham Anderson – Chairman
Peter Williams – Independent Director
Michael Walters – Independent Director The role of the Remuneration Committee is to review and assist the board in developing Gulf’s executive remuneration, recruitment, retention and termination policies.
2. Director Remuneration The committee also assists the full board by making recommendations in relation to remuneration matters for directors which are balanced and aligned with the shareholders aspirations. 3. Equity Based Remuneration Scheme The company shareholders will be requested at the 2014 Annual General Meeting to approve:
Employee Option Plan
Employee Share Plan Both of which are set out on the company’s website www.gulfmineralscorp.com. The company’s Corporate Governance Statement has been prepared in accordance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 3rd Edition March 2014 which together with Gulf’s Charters and Policies referred to in our statement can be viewed on the company’s website www.gulfmineralscorp.com. The following table contains each of the ASX Governance Principles and Recommendations.
Principle 1 – Solid Foundation Compliance
1.1 Establish functions reserved to the board and those delegated to management Yes
1.2 Ensure appropriate checks before nominating election of new directors completed and material information supplied to shareholders
Yes
For
per
sona
l use
onl
y
21
1.3 Ensure written agreements with directors and senior executives Yes
1.4 Ensure Company Secretary accountable directly to board Yes
1.5 Have a diversity policy and report against it – considered inappropriate at company’s development stage
No
1.6 Disclosure of performance evaluation of board and directors Yes
1.7 Disclosure of performance evaluation of senior executives Yes
Principle 2 – Board Structure Compliance
2.1 Have a nomination committee – considered inappropriate at company’s development stage as it is the function of the full board
No
2.2 Board skill diversity Yes
2.3 List independent directors Yes
2.4 Majority of board to be independent directors Yes
2.5 Chairman to be an independent director Yes
2.6 Director induction and professional development opportunities Yes
Principle 3 – Act Ethically Compliance
3.1 Code of Conduct Yes
Principle 4 – Safeguard Reporting Integrity Compliance
4.1 Audit Committee Yes
4.2 CEO and CFO sign offs Yes
4.3 Auditor attends AGM Yes
Principle 5 – Timely Disclosures Compliance
5.1 Policy for continuous disclosures Yes
Principle 6 – Respect Security Holders Rights Compliance
6.1 Governance information on website Yes
6.2 Two way security holders communication Yes
6.3 Policies disclosed Yes
6.4 Security holders option to receive communications Yes
Principle 7 – Risk Mitigation Compliance
7.1 Risk Committee – considered inappropriate at company’s development stage as it is the function of the Audit and Risk Committee
No
7.2 Board review of risk management Yes
7.3 Internal audit function Yes
7.4 Disclose material exposure to environmental and social sustainability risks Yes
Principle 8 – Remuneration Committee Compliance
8.1 Remuneration Committee Yes
8.2 Disclosure of Directors Remuneration Policy Yes
8.2 Equity Based Scheme Yes
For
per
sona
l use
onl
y
22
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2014
Note Consolidated 2014
Consolidated 2013
$ $
Revenue
Revenue from JV agreement
-
100,000
Interest income
-
23
2 -
100,023
Expenses
Directors remuneration
172,954
180,000
Administrative expenses
586,678
222,424
Exploration and evaluation expenses
36,080
-
Finance costs
7,583
60,000
Impairment of Exploration and Evaluation 8 1,358,810
-
Legal fees
223,309
16,050
Potential acquisition expenses
-
72,091
Professional fees
285,114
37,501
Share based payments 26 393,703
-
Other expenses
-
42,169
Impairment of available-for-sale investment 6 2,558,650
-
Loss before income tax 2 (5,622,881)
( 530,212)
Income tax benefit/(expense) 3 -
-
Net loss after tax
(5,622,881)
(530,212)
Other comprehensive loss for the year, net of tax
-
-
Total comprehensive loss for the year
(5,622,881)
(530,212)
Basic and diluted loss per share (cents) 14 (0.72)
(0.13)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
For
per
sona
l use
onl
y
23
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2014
Note Consolidated 2014
$
Consolidated 2013
$
Current Assets
Cash and cash equivalents 4 3,802 4,152
Trade and other receivables 5 154,218 149,220
Total Current Assets 158,020 153,372
Non-Current Assets
Other assets - 44,780
Financial assets 6 750,000 -
Plant and equipment 7 48,865 -
Exploration and evaluation 8 125,000 1,405,489
Non-Current Assets 923,865 1,450,269
Total Assets 1,081,885 1,603,641
Current Liabilities
Trade and other payables 9 686,505 321,538
Borrowings 10 306,012 448,000
Total Current Liabilities 992,517 769,538
Non-Current Liabilities
Borrowings 10 316,583 -
Total Non-Current Liabilities 316,583 -
Total Liabilities 1,309,100 769,538
Net Assets (227,215) 834,103
Equity
Contributed equity 11 18,210,356 14,704,586
Accumulated losses 12 (19,493,364) (13,870,483)
Options reserve 13 1,055,793 -
Total Equity (227,215) 834,103
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
For
per
sona
l use
onl
y
24
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2014
Note Contributed Accumulated Options Total Equity Losses Reserve Equity
Balance at 1 July 2013 14,704,586 (13,870,483) - 834,103
Loss for the year - (5,622,881) - (5,622,881)
Total comprehensive loss for the year
- (5,622,881) - (5,622,881)
Transaction with owners in their capacity as owners
Contributions to equity net of transactions costs
11 3,505,770 - 1,055,793 4,561,563
Balance 30 June 2014 18,210,356 (19,493,364) 1,055,793 (227,215)
Balance at 1 July 2012 13,951,398 (13,340,271) - 611,127
Loss for the year - (530,212) - (530,212)
Total comprehensive loss for the year
- (530,212) - (530,212)
Transaction with owners in their capacity as owners
Contributions to equity net of transactions costs
11 753,188 - - 753,188
Balance 30 June 2013 14,704,586 (13,870,483) - 834,103
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
For
per
sona
l use
onl
y
25
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2014
Note
Consolidated 2014
Consolidated 2013
$ $
Cash flows from operating activities
Other receipts
50,000
-
Interest received
-
23
Payments to suppliers and employees
(851,372)
(488,760)
Net cash flows used in operating activities 4 (801,372)
(488,737)
Cash flows from investing activities
Purchase of plant and equipment
(91,584)
-
Payments for exploration and evaluation expenditure
(136,882)
(223,747)
Net cash flows used in investing activities
(228,466)
(223,747)
Cash flows from financing activities
Proceeds from issue of shares
607,310
556,600
Proceeds from borrowings
422,178
165,000
Repayment of borrowings
-
(12,000)
Net cash flows from financing activities
1,029,488
709,600
Net increase/(decrease) in cash and cash equivalents
(350)
(2,884)
Cash and cash equivalents at beginning of the year
4,152
7,036
Cash and cash equivalents at the end of the year 4 3,802
4,152
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
For
per
sona
l use
onl
y
26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
Corporate information The financial report of the Company for the year ended 30 June 2014 was authorised for issue in accordance with a resolution of the Directors on 30 September 2014. Gulf Minerals Corporation Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian stock exchange. The nature of the operations and principal activities of the Company are described in the review of operations.
Note 1. Summary of significant accounting policies a) Basis of Preparation These financial statements are general-purpose financial statements, which have been prepared in accordance with the requirements of the Corporations Act 2001, and Australian Accounting Standards and Interpretations. These financial statements have been prepared on a historical cost basis. Gulf Minerals Corporation Ltd is a for-profit entity for the purpose of preparing the financial statements. These consolidated financial statements are presented in Australian dollars and all values are expressed as whole dollars. b) Going Concern The financial report has been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. The consolidated entity had net current liabilities of $834,497 at 30 June 2014 (30 June 2013: $616,166), incurred a net loss after tax for the financial year ended 30 June 2014 of $5,622,881 (30 June 2013 loss $530,212) and experienced net cash outflows from operating and exploration activities of $801,372 (30 June 2013: $488,737). Whilst the directors have instituted measures to preserve cash and secure additional finance, they recognise that the Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund its business plans. Furthermore, the ability of the Company to continue as a going concern is subject to the ability of the Company to successfully develop and commercialise products. The Company is a listed company, and has been successful in raising capital on the ASX in the past. In September, the company announced a renounceable entitlement rights issue of 2 shares for every 1 share at an issue price of 3 cents to raise up to $1,341,000. The Company’s major shareholder has advised they shall be taking up their full entitlement of 13,400,000 shares. The Company also expects to be able to raise additional capital from the Capital market, and on that basis, the directors believe that the going concern basis of the presentation is appropriate. Additionally, a major shareholder has signed a letter of comfort to provide financial support to the Company for the next 12 months. Nonetheless, the Company’s working capital position and other year end financial indicators show a significant uncertainty whether the Company will be able to continue as a going concern. Should the company be unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different from those stated in the financial report. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. c) Statement of Compliance These financial statements comply with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS), and other authoritive pronouncements of the Australian Accounting Standards Board and Australian Accounting Interpretations. Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with the International Financial Reporting Standards (IFRS).
For
per
sona
l use
onl
y
27
d) Critical Accounting Estimates Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts and liabilities within the next financial year are discussed below. Fair value of share options and assumptions The fair value of services received in return for share options granted to consultants, directors and employees is measured by reference to the fair value of options granted. The estimate of the fair value of the services is measured based on Black-Scholes options valuation methodology. Impairment
The carrying amounts of the consolidated entity’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.
i) Impairment of Exploration and evaluation assets
The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the consolidated entity decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. Factors that would impact the future recoverability include the level of reserves and resources, future technological changes, which would impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made. In addition, exploration and evaluation expenditure is capitalised if the activities in the area of interest have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent that it is determined in the future that this capitalise expenditure should be written off or impaired, profits and net assets will be reduced in the period in which this determination is made.
ii) Calculation of recoverable amount The recoverable amount of the consolidate entity’s receivables carried at amortised costs is calculated at the present value of estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial recognition of these financial assets). Receivable with a short duration are not discounted. Impairment of receivable is not recognised until objective evidence is available that a loss event has occurred. Significant receivables are individually assessed for impairment.
The recoverable amount of other assets is greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value in using a pre-tax discount rate that reflects current market assessments of the time value of money and risk specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
iii) Available for sale financial assets AFS assets are subsequently measured at fair value. The value applied for fair value is an estimate calculated of the market price by the board, using any available data of the market for the asset held. Any impairment loss is then expensed in the period identified.
For
per
sona
l use
onl
y
28
e) Property, Plant and Equipment Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation. Depreciation is calculated on the diminishing value basis to write off the net cost of each item of property, plant and equipment over its expected useful life. Depreciation rates for motor vehicles are at 22.5% and for other plant and equipment, the rates range from 15- 40%. f) Cash and cash equivalents For purposes of the statement of cash flows, cash includes deposits at call which are readily convertible to cash on hand and which are used in the cash management function on a day-to-day basis, net of outstanding bank overdrafts. g) Goods and Services Tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the Statement of Financial Position. Cash flows are included in the Statement of Cash Flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. h) Investments Investments in controlled entities are carried in the Company’s financial statements at the lower of cost and recoverable amount. Available-for-sale investments Available-for-sale investments are non-derivative financial assets that are either not capable of being classified into other categories of financial assets due to their nature or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments. They are subsequently measured at fair value with any re-measurements other than impairment losses and foreign exchange gains and losses recognised in other comprehensive income. When the financial asset is de-recognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss. Available-for-sale financial assets are classified as non-current assets when they are expected to be sold after 12 months from the end of the reporting period. All other available-for-sale financial assets are classified as current assets. i) Trade and other payables Liabilities are recognised for amounts to be paid in the future for goods or services received, whether or not billed to the Company. Trade accounts payable are normally settled within 30 days. j) Contributed Equity Ordinary shares are classified as equity. Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of the equity instruments to which the costs relate. k) Earnings per Share (i) Basic Earnings per Share
Basic earnings per share is determined by dividing the operating loss after income tax by the weighted average number of ordinary shares outstanding during the financial year.
(ii) Diluted Earnings per Share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share by taking into account amounts unpaid on ordinary shares and any reduction in earnings per share that will probably arise from the exercise of partly paid shares or options outstanding during the financial year.
For
per
sona
l use
onl
y
29
l) Revenue recognition Revenues are recognised at fair value of the consideration received net of the amount of goods and services tax (GST). Exchanges of goods or services of the same nature without any cash consideration are not recognised as revenues. Interest income Interest income is recognised as it accrues, taking into account the effective yield on the financial asset.
Sale of non-current assets Gains or losses arising on the sale of non-current assets are included in profit or loss at the date control of the asset passes to the buyer, usually when an unconditional contract of sale is signed. The gain or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal.
m) Principles of Consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Gulf Minerals Corporation Limited (“company” or “parent entity”) as at 30 June 2014 and the results of all subsidiaries for the year then ended. Gulf Minerals Corporation Limited and its subsidiary together are referred to in this financial report as the Company or the consolidated entity.
Subsidiaries are all those entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date that control ceases.
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Company.
The Company applies a policy of treating transactions with non-controlling interests as transactions with parties external to the Company. Disposals to non-controlling interests result in gains and losses for the Company that is recorded in the statement of comprehensive income. Purchases from non-controlling interests result in goodwill, being the difference between any consideration paid and the relevant share acquired of the carrying value of identifiable net assets of the subsidiary.
Intercompany transactions, balances and unrealised gains on transactions between Company companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of comprehensive income and statement of financial position respectively. Investments in subsidiaries are accounted for at cost in the individual financial statements of Gulf Minerals Corporation Limited.
n) Trade and other receivables Trade accounts receivable, amounts due from related parties and other receivables represent the principal amounts due at reporting date plus accrued interest and less, where applicable, any unearned income and provisions for doubtful accounts.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An allowance account (provision for impairment of trade receivables) is used when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The amount of the impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial.
The amount of the impairment loss is recognised in the statement of comprehensive income within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectable in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the statement of comprehensive income.
For
per
sona
l use
onl
y
30
o) Income Tax Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences:
Except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of the unused tax assets and unused tax losses can be utilized: Except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Tax consolidation legislation
Gulf Minerals Corporation Limited and its 100% owned Australian resident subsidiaries have implemented the tax consolidation legislation. Current and deferred tax amounts are accounted for in each individual entity as if each entity continued to act as a taxpayer on its own.
Gulf Minerals Corporation Limited recognises its own current and deferred tax amounts and those current tax liabilities, current tax assets and deferred tax assets arising from unused tax credits and unused tax losses which it has assumed from its controlled entities within the tax consolidated Company.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts payable or receivable from or payable to other entities in the Company. Any difference between the amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) controlled entities in the tax consolidated Company.
p) Employee Benefits Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to reporting date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at present value of the estimated future cash outflows to be made for those benefits and included in other payables.
For
per
sona
l use
onl
y
31
q) Segment Reporting Operating segments are now reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker, which has been identified by the Company as the Executive Director and other members of the Board of Directors. r) Impairment of Assets The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease). An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such a reversal is recognised in profit or loss unless the asset is carried at its revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. s) Fair Value Estimation The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Company is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price. The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt instruments held. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Company for similar financial instruments. t) Exploration and Evaluation Expenditure The Company capitalises expenditure relating to exploration and evaluation where is it considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded. Such capitalised expenditure is carried at the end of the reporting period at a value of $125,000.
For
per
sona
l use
onl
y
32
u) New Accounting Standards and Interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2014 reporting periods. The Group’s assessment of the impact of these new standards and interpretations is set out below. New standards and interpretations not mentioned are considered unlikely to impact on the financial reporting of the Group.
AASB 9: Financial Instruments, AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9, AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010), AASB 2012-6 Amendments to Australian Accounting Standards – Mandatory Effective Date of AASB 9 and Transition Disclosures and AASB 2013-9 Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments (effective from 1 January 2017)
AASB 9 replaces the multiple classification and measurement models in AASB 139 Financial instruments: Recognition and measurement with a single model that has only two classification categories: amortised cost and fair value.
Classification of debt assets will be driven by the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. A ‘simple’ debt instrument is measured at amortised cost if: a) the objective of the business model is to hold the financial asset for the collection of the contractual cash flows, and b) the contractual cash flows under the instrument solely represent payments of principal and interest.
All other financial assets, including investments in complex debt instruments and equity investments, must be recognised at fair value.
All fair value movements on financial assets are taken through the income statement, except for equity investments that are not traded, which may be recorded in the income statement or in reserves.
For financial liabilities that are measured under the fair value option entities will need to recognise the part of the fair value change that is due to changes in their own credit risk in other comprehensive income rather than profit or loss.
The new hedge accounting rules that were released in December 2013 align hedge accounting more closely with common risk management practices. As a general rule, it will be easier to apply hedge accounting going forward. The new standard also introduces expanded disclosure requirements and changes in presentation.
Based on the financial assets and liabilities currently held, the Group does not anticipate any impact on the financial statements upon adoption of this standard. The Group does not presently engage in hedge accounting.
None of the other amendments or Interpretations are expected to affect the accounting policies of the Group.
For
per
sona
l use
onl
y
33
Note 2. Revenue and expenses
Consolidated
2014
$
2013
$
(a) Revenue
Revenue from joint venture - 100,000
Bank interest received - 23
- 100,023
(b) Expenses include:
Accounting/secretarial fees 90,289 57,765
Advertising and promotion 45,731 5,000
Depreciation expense 5,268 -
Share registry fees 26,725 15,605
Operating lease rental expense 54,766 39,668
222,779 118,038
Note 3. Income tax
Loss for the period (5,622,881) (530,212)
Prima facie tax benefit at Australian tax rate of 30% (1,686,864) (159,064)
Tax effect of non-deductible items:
Impairment of available for sale assets 767,595 -
Impairment of receivable 18,000 -
Impairment of exploration expenditure 390,856 -
Section 40-880 (16,978) -
Temporary differences not recognised 527,391 159,064
Income tax expense - -
No income tax expense has been provided in the accounts because the company has an operating loss for the year. No future tax benefit attributable to tax losses has been brought to account as recovery is not probable. The total of tax losses held within the company is $16,170,536 (2013: $15,643,145). The benefit will only be obtained if the company derives future assessable income of a nature and of an amount sufficient to enable the benefit to be realised, continues to comply with the conditions for deductibility imposed by taxation legislation and there are no changes in tax legislation adversely affecting the company in realising the benefit. Note 4. Cash and cash equivalents
2014
$
2013
$
Cash at bank and on hand 3,802 4,152
Information about the Company’s exposure to interest rate risk is disclosed in Note 18.
For
per
sona
l use
onl
y
34
(i) Reconciliation of loss for the year to net cash flows from operating activities
2014
$
2013
$
Loss for the year (5,622,881) (530,212)
Cash flows excluded from loss attributable to operating activities
Exploration costs 36,081 73,001
Add (less) non-cash items
Depreciation 5,268 -
Share based payment expense 393,703 -
Impairment of available-for-sale investment 2,558,650
Impairment of deferred exploration and evaluation 1,358,810 -
Interest expense - 60,000
(Increase)/decrease in assets:
Receivables 49,713 (109,187)
Increase/(decrease) in liabilities:
Payables 419,284 17,661
Net cash from operating activities (801,372) (488,737)
Non-cash Financing and Investing Activities During the financial year, 385,000,000 shares in the Company were issued as consideration to acquire a 19% interest in Asia Minerals Corporation Limited (Note 6). During the financial year, 126,993,333 shares in the Company were issued to settle creditors, to the value of $712,210.
Note 5. Trade and other receivables
2014
$
2013
$
Trade receivables - 110,000
Other receivables 154,218 39,220
154,218 149,220
As of 30 June 2014, trade receivables that were past due or impaired was nil (2013: nil). Information about the Company’s exposure to credit risk is provided in Note 18.
Note 6. Non current financial assets
2014
$
2013
$
Available for sale unlisted investments, at fair value
- shares in Asia Mineral Corporation Limited 750,000 -
750,000 -
The Company is a registered holder of 15,000,000 shares in Asia Mineral Corporation Limited (AMC) having acquired and initially recognised the investment at 22 cents. As at year end the Board had reviewed the fair value of the AMC shares and have revalued them to 5 cents per share after making appropriate enquiries of AMC.
For
per
sona
l use
onl
y
35
Reconciliation of the fair values at the beginning and end of the current and previous financial year are set out below:
2014
$
2013
$
Opening fair value - -
Additions:
Shares issued on 14 October 2013 (Note 11) 2,310,000 -
Options issued on 14 October 2013 (Note 11) 998,650 -
Disposals - -
Impairment (2,558,650) -
Closing value 750,000 -
Note 7. Plant and equipment Motor Vehicles Office Furniture &
Equipment Total
$ $ $
As at 1 July 2013
At cost 29,082 25,051 54,133
Accumulated depreciation (3,245) (2,023) (5,268)
Total written down amount 25,837 23,028 48,865
Reconciliation
Opening written down value - - -
Additions 29,082 25,051 54,133
Depreciation charge for the year (3,245) (2,023) (5,268)
Closing written down value 2014 25,837 23,028 48,865
There was nil plant and equipment in 2013.
Consolidated
2014 $
2013 $
Note 8. Exploration and evaluation expenditure
Expenditure brought forward 1,405,489 1,254,743
Expenditure incurred 78,321 150,746
Expenditure impaired (1,358,810) -
Expenditure carried forward 125,000 1,405,489
The recoupment of capitalised exploration expenditure carried forward is dependent upon the successful development and commercialisation or sale of the areas of interest being explored and evaluated.
In September 2014 the Company announced the sale agreement to divest its 51% of Northern Territory
mining tenement EL10335 to joint venture partner Redbank Copper Limited for $125,000 cash.
For
per
sona
l use
onl
y
36
Note 9. Trade and other payables
Trade payables 493,620 321,538
Accruals 13,000 -
Other payables 179,279 -
Provision for annual leave 606 -
686,505 321,538
Note 10. Borrowings Current
Other financial liabilities 306,012 448,000 Non-Current
Other financial liabilities 316,583 -
622,595 448,000
Other financial liabilities include convertible notes of $15,000 (30 June 2013: $255,000). During the period, $240,000 of convertible notes were repaid via the issue of ordinary shares to the convertible note holders. The following table shows the movement of convertible notes during the period:
Consolidated
2014
$ 2014
$
Balance at 1 July 2013 255,000 391,000
Additions - -
Disposals (240,000) (196,000)
Finance costs - 60,000
Balance at 30 June 2014 15,000 255,000
The remaining $607,595 of other financial liabilities constitutes loans from other entities ($487,595) and monies received in advance for convertible notes subscriptions ($120,000). The Company intends to repay these loans with cash raised or via equity issue in the next 12 months.
For
per
sona
l use
onl
y
37
Note 11. Contributed Equity
Shares on Issue Number $
Ordinary shares fully paid on issue at 30 June 2014 (2013: 496,233,858) 1,117,503,856 18,210,356
Movement in share capital 2014
Number $
Balance at 1 July 2013 496,233,858 14,704,586
15 July 2013 Issue of 2,600,000 ordinary shares at 0.6 cents each 2,600,000 15,600
14 October 2013 Issue of 385,000,000 ordinary shares at 0.6 cents each 385,000,000 2,310,000
14 October 2013 Issue of 40,000,000 ordinary shares at 0.6 cents each 40,000,000 240,000
14 October 2013 Issue of 32,500,000 ordinary shares at 0.6 cents each 32,500,000 195,000
22 October 2013 Issue of 98,669,998 ordinary shares at 0.6 cents each 98,669,998 592,020
30 June 2014 Issue of 27,500,000 ordinary shares at 0.6 cents each 27,500,000 165,000
30 June 2014 Issue of 10,000,000 ordinary shares at 0.5 cents each 10,000,000 50,000
30 June 2014 Issue of 25,000,000 ordinary shares at 0.2476 cents each 25,000,000 61,900
Less capital raising costs (123,750)
Balance at 30 June 2014 1,117,503,856 18,210,356
Movement in share capital 2013
Number $
Balance at 1 July 2012 340,900,524 13,951,398
Issue of 155,333,334 ordinary shares at 0.6 cents each 155,333,334 932,600
Less capital raising costs (179,412)
Balance at 30 June 2013 496,233,858 14,704,586
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. Ordinary shareholders rank behind creditors in the distribution of proceeds from the winding-up of the Company. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.
Share Options on Issue
Number $
Unlisted share options on issue at 30 June 2014 (2013:130,250,002) 897,300,002 1,055,793
2013
Unlisted share options on issue at 30 June 2013 Number $
Unlisted options exercisable at 5 cents each expiring on or before 31 January 2014 1,000,000 -
Unlisted options exercisable at 5 cents each expiring on or before 31 December 2013 35,000,000 -
Unlisted options exercisable at 2 cents each expiring on or before 30 April 2015 10,583,334 -
Unlisted options exercisable at 1.5 cents each expiring on or before 31 October 2014 83,666,668 -
Balance at 30 June 2013 130,250,002 -
For
per
sona
l use
onl
y
38
Movements in share options 2014
Number $
Balance 1 July 2013 130,250,002 -
(A) Issue of unlisted options exercisable at 0.75 cents each expiring on or before 31 July 2017 695,000,000 977,414
(B) Issue of unlisted options exercisable at 0.75 cents each expiring on or before 30 June 2016 63,950,000 76,428
(C) Issue of unlisted options exercisable at 1.5 cents each on or before expiring 31 October 2014 44,100,000 1,951
Lapsing of unlisted options exercisable at 5 cents each expiring on or before 31 January 2014 (1,000,000) -
Lapsing of unlisted options exercisable at 5 cents each expiring on or before 31 December 2013 (35,000,000) -
Balance 30 June 2014 897,300,002 1,055,793
2014
Unlisted share options on issue at 30 June 2014 Number $
Unlisted options exercisable at 1.5 cents each expiring on or before 31 October 2014 127,766,668 1,951
Unlisted options exercisable at 2 cents each expiring on or before 30 April 2015 10,583,334 -
Unlisted options exercisable at 0.75 cents each expiring on or before 30 June 2016 63,950,000 76,428
Unlisted options exercisable at 0.75 cents each expiring on or before 31 July 2017 695,000,000 977,414
Balance at 30 June 2014 897,300,002 1,055,793
Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of the equity instruments to which the costs relate. Capital risk management
The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or adjust the capital structure, the Company may issue new shares or reduce its capital, subject to the provisions of the Constitution and any relevant regulatory requirements.
Fair value of options granted
The fair value of options granted during the financial year was calculated at the date of grant using the Black-Scholes option-pricing model. The following table gives the assumption made in determining the fair value of options on grant date: A B C Fair value per option 0.14 cents 0.11 cents 0.06 cents Number of options 695,000,000 63,950,000 44,100,000 Expiry date 31 July 2017 30 June 2016 31 October 2014 Exercise price 0.75 cents 0.75 cents 1.5 cents Price of shares on grant date
0.6 cents 0.6 cents 0.6 cents
Estimated volatility 50% 50% 50% Risk-free interest rate 2.61% 2.61% 2.61% Dividend yield 0% 0% 0% Discount on price calculated
30% 30% 30%
For
per
sona
l use
onl
y
39
Note 12. Accumulated losses Consolidated
2014
$
2013
$
Accumulated losses at beginning of the year (13,870,483) (13,340,271)
Net loss for the year (5,622,881) (530,212)
Accumulated losses at end of the year (19,493,364) (13,870,483)
Note 13. Options reserve
Balance at the beginning of the year - -
Option issued during the year 1,055,793 -
Balance at the end of the year 1,055,793 -
Nature and purpose of reserves Options reserve The options reserve is used to recognize the fair value of options issued. Note14. Earning per share
Cents
Basic and diluted loss per share (0.72) (0.13)
Number
Weighted average number of ordinary shares outstanding during the year used in the calculation of basic loss per share
785,633,317 390,593,675
Diluted loss per share has not been calculated as the Company made a loss for the year and the impact would be to reduce the loss per share.
Note 15. Commitments for expenditure
(a) Exploration Commitments
The Company has certain obligations to perform minimum exploration work and to spend minimum amounts on exploration tenements. The obligations may be varied from time to time subject to approval and are expected to be fulfilled in the normal course of the operations of the Company.
Due to the nature of the Company’s operations in exploring and evaluating areas of interest, it is difficult to accurately forecast the nature and amount of future expenditure beyond the next year. Expenditure may be reduced by seeking exemption from individual commitments, by relinquishing of tenure or any new joint venture agreements. Expenditure may be increased when new tenements are granted or joint venture agreements amended.
2014 2013
(b) Operating Lease Commitments $ $
Office operating lease rentals are payable as follows: 76,398 9,091
Not later than one year 79,454 -
Later than one year but no later than two years 40,506 -
Later than two years 196,358 9,091
The Company leases an office under a non-cancellable operating lease expiring on 31 December 2016. On renewal, the terms of the lease are renegotiated.
For
per
sona
l use
onl
y
40
Note 16. Key management personnel disclosures
(a) Summarised Compensation of Key Management Personnel
Summary of Directors and Key Management Personnel compensation in the following categories are as follows:
2014
$
2013
$
Short-term employee benefits (directors) 172,954 180,000
Short-term employee benefits (CEO) 55,800
Post-employment benefits - -
Other Remuneration - -
228,754 180,000
(b) Shareholdings of Directors and Key Management Personnel
Ordinary Shares Held at
1 July 2013
Granted as remuneration
On exercise of options
Net change other
Balance at 30 June 14
Graham Anderson - - - - -
Peter Williams - - - 2,000,000 2,000,000
Michael Walters - - - - -
Bruce Morrin - - - - -
Peter Remta (b) 1,000,000 - - (1,000,000) -
Victor Wu (a) - - - - -
Peter Smith (c) 14,500,000 - - (14,500,000) -
15,500,000 - - (13,500,000) 2,000,000
Ordinary Shares Held at
1 July 2012
Granted as remuneration
On exercise of options
Net change other
Balance at 30 June 13
Peter Remta (b) - - - 1,000,000 1,000,000
Victor Wu (a) - - - - -
Peter Smith (c) 14,500,000 - - - 14,500,000
14,500,000 - - 1,000,000 15,500,000
(a) Victor Wu resigned 11 July 2014 (b) Peter Remta resigned 12 March 2014 (c) Peter Smith resigned 5 November 2013
For
per
sona
l use
onl
y
41
(c) Option Holdings of Directors and Key Management Personnel
Options Held at
1 July 2013
Granted pursuant to
shareholders approval
On exercise
of options
Net change other
Balance at 30 June
2014
Vested & Exercisable
Graham Anderson
- - - - - -
Peter Williams - - - - - -
Michael Walters - - - - - -
Bruce Morrin - - - - - -
Victor Wu - - - - - -
- - - - - -
Options Held at
1 July 2012
Granted pursuant to
shareholders approval
On exercise
of options
Net change other
Balance at 30 June
2013
Vested & Exercisable
Peter Remta - - - - - -
Victor Wu - - - - - -
Peter Smith 4,084,595 - - - 4,084,595 4,084,595
4,084,595 - - - 4,084,595 4,084,595
All equity transactions with key management personnel other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the Company would have adopted if dealing at arm’s length.
(d) Loans to Key Management Personnel There are no loans to key management personnel as at 30 June 2014 (2013: nil).
Note 17. Related party transactions Transactions between related parties are on normal commercial terms and conditions no more favorable than those available to other parties unless otherwise stated. Transactions with related parties:
(i) Leprechaun Holdings Pty Ltd (a substantial shareholder of the Company), paid on behalf of the Company for operating expenses excluding GST of $138,126 (2013: Nil).
(ii) Mr James Kiernan, a director of Leprechaun Holdings Pty Ltd, and his immediate family advanced $125,000 to Gulf during the year, to assist with working capital needs.
(iii) Bluewater Business Services Pty Ltd a related party of Leprechaun Holdings Pty Ltd provided consultancy services to the value of $150,000 (excluding GST) to the Company (2013: Nil).
(iv) Dr Peter Williams, a director of Gulf, advanced $60,000 to Gulf during the year, to assist with working
capital needs.
(v) GDA Corporate Pty Ltd provided accounting services to the Gulf at normal commercial terms, to the value of $10,000 (excluding GST; 2013: Nil). Graham Anderson is a Director of GDA Corporate Pty Ltd and the Chairman of Gulf.
(vi) Westchester Pty Ltd which is a related party of Mr Peter Remta, (resigned as Executive Chairman on
12 March 2014) paid corporate expenses on behalf of the Company for $67,638 (excluding GST).
(vii) Tyon Pty Ltd which is a related party of Mr Peter Remta provided corporate and exploration services to the Company of $75,500 excluding GST.
For
per
sona
l use
onl
y
42
Amounts owing to related parties
2014 2013
$ $
Leprechaun Holdings Pty Ltd 144,000 -
Mr James Kiernan 125,000 -
Dr Peter Williams 60,000 -
GDA Corporate 22,000 -
Victor Wu (and associated companies) 28,000 103,280
Peter Smith - 75,290
366,583 178,570
Mr James Kiernan is a director of Leprechaun Holdings Pty Ltd (the substantial shareholder of the Company) who provided an unsecure loan to the Company. Subsequent to year end, it was agreed that amounts owing to AMC and Mr James Kiernan was consolidated with the loan to Leprechaun Holdings Pty Ltd. For details of remuneration disclosures relating to key management personnel, refer to Note 16: Interests of Key Management Personnel (KMP) and the remuneration report in the Directors' Report.
Note 18. Financial risk management The Company’s financial instruments consist of deposits with banks and accounts receivable and payable. Overall Risk Management
The Company's activities expose it to a variety of financial risks; market risk (including fair value interest rate risk), credit risk, liquidity risk and cash flow interest rate risk. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. Risk management is carried out by the Board of directors under policies approved by the Board. Credit risk
Credit risk arises from the financial assets of the Company, which comprise cash and cash equivalents and trade and other receivables. The Company's exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments.
The Company does not have any significant credit risk exposure to any single counterparty. The credit risk on liquid funds is limited because the counter party is a bank with a high credit rating. The carrying amount of the Company’s financial assets represents the maximum credit exposure. The Company’s maximum exposure to credit risk at the reporting date was:
Consolidated
2014
$
2013
$
Cash and cash equivalents 3,802 4,152
Trade and other receivables 154,218 149,220
Other assets - 44,780
158,020 198,152
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates.
For
per
sona
l use
onl
y
43
Liquidity risk
Liquidity risk management implies maintaining sufficient cash to meet commitments as and when they fall due. The Company’s financial liabilities include trade payables which are non-interest. Expenses are managed on an ongoing basis and the Company expects to be able to raise additional funds as and when necessary to meet these commitments. Additionally, a major shareholder has signed a letter of comfort to provide financial support to the Company for the next 12 months.
Market Risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. Foreign Exchange The Company operates only in Australia and therefore is not exposed to any currency risk. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in market interest rates. The Company’s exposure to interest rate risk is not significant and is limited to cash and cash equivalents. The company does not rely on the generation of interest to provide working capital. Profile At the reporting date the interest rate profile of the company’s interest-bearing financial instruments was: Fixed Interest Floating
Interest Non-Interest
Bearing Total
$ $ $ $
Financial Assets
Cash and cash equivalents - 3,802 - 3,802
Sensitivity analysis If the interest rates had weakened/strengthen by 1% at 30 June 2014, there would be no material impact on the statement of comprehensive income. There would be no effect on the equity reserves other than those directly related to statement of comprehensive income movements. Note 19. Fair value measurement of financial assets Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows:
level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
level 3: unobservable inputs for the asset or liability The following tables provide the fair values of the financial assets measured and recognised on a recurring basis after initial recognition and their categorisation within the fair value hierarchy:
Note Level 1 Level 2 Level 3 Total
$ $ $ $
30 June 2014
Financial assets
Available-for-sale financial assets 6 - 750,000 - -
Net fair value
- 750,000 - -
For
per
sona
l use
onl
y
44
30 June 2013
Financial assets
Available-for-sale financial assets 6 - - - -
Net fair value
- - - -
Note 20. Segment information For management purposes, the Group is organised into one main operating segment, which involves the exploration for minerals and evaluation of mineral investment opportunities for its investors, presently solely in Australia. All of the Group’s activities are interrelated, and discrete financial information is reported to the Board (chief operating decision maker) as a single segment. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment.
The financial results from this segment are equivalent to the financial statements of the Group as a whole.
The accounting policies applied for internal reporting purposes are consistent with those applied in the preparation of these financial statements.
Note 21. Contingent liabilities and assets
Estimates of the potential financial effect of contingent liabilities and contingency assets that may become payable or receivable:
A claim against the Company was brought by Zanamere Pty Ltd whose sole director is Mr Reveleigh (Gulf’s previous managing director) involving a dispute about the termination on 31
st March 2011 of a contract
between the Company and Zanamere Pty Ltd. The director’s estimate of the financial claim is $70,000 and the Company is contesting the claim.
A claim against the Company was brought by Bell Medical Pty Ltd in relation to a dispute of $100,000 loan recorded in a convertible loan term sheet. The Company is contesting this as records show this claim has been settled by the issue of shares.
The Company registered a claim against former managing director (Mr Reveleigh) for compensation in respect to previous transactions implemented by his authority. The advice from legal counsel indicates that it is not practicable to estimate the potential contingent asset at this stage. However the claim would be classified as substantial. Note 22. Events occurring after reporting period
Victor Wu resigned on 11 July 2014 due to his ongoing work commitments and CEO Bruce Morrin was appointed to the board as executive technical director on 21 July 2014.
Paul O’Shaughnessy was appointed as non-executive Metallurgical Director on 12 August 2014.
Shareholder approval had been passed at a General Meeting on 1 September 2014, to consolidate the Company’s number of ordinary shares and options on a 1 for 50 basis. The new share capital of the Company consists of 22,350,146 ordinary shares on issue and the following unlisted options over ordinary shares:
Options exercisable at $0.75 and expiring 31 October 2014 2,555,337
Options exercisable at $1.00 and expiring 30 April 2015 211,671
Options exercisable at $0.375 and expiring 30 June 2016 1,279,000
Options exercisable at $0.375 and expiring 31 July 2017 13,800,000
In September 2014 the Company announced the sale agreement to divest its 51% of Northern Territory
mining tenement EL10335 to joint venture partner Redbank Copper Limited for $125,000 cash.
In September, the company announced a renounceable entitlement rights issue of 2 shares for every 1 share at an issue price of 3 cents to raise up to $1,341,000. The Company’s major shareholder has advised they shall be taking up their full entitlement of 13,400,000 shares.
For
per
sona
l use
onl
y
45
Note 23. Auditor’s remuneration
2014
$
2013
$
Audit and review of financial statements 26,500 21,575
26,500 21,575
Note 24. Dividends There were no dividends recommended or paid during the financial years ended 30 June 2014 and 30 June 2013.
Note 25. Investment in controlled entities
Details of investment in the ordinary share capital of controlled entities are as follows:
Name of Entity Place of
Incorporation Equity Holding
2014 2013
% %
Parent Entity
Gulf Corporation Limited Australia
Controlled Entities
Ebagoola Gold Mines Pty Ltd Australia 100 100
Gulf Copper Pty Ltd Australia 100 100
Gulf Manganese Pty Ltd 1
Australia 100 -
Gulf Coal Pty Ltd 1
Australia 100 -
International Manganese Group Ltd 1
Australia 100 -
1 These companies were established by the group during the year. For the year ended 30 June 2014, they
were inactive. Note 26. Share based payments During the financial year ended 30 June 2014 the Company issued the following share based payments:
14 October 2013 26,500,000 ordinary shares were issued for $0.006 and 26,500,000 unlisted options with an exercise price of $0.015 expiring 31 October 2014 to consultants for corporate fees;
23 October 2013 8,670,000 shares were issued at $0.006 per share to consultants for corporate costs and 8,450,000 unlisted options were issued with an exercise price $0.0075 expiring 30 June 2016;
30 June 2014, 20,823,333 ordinary shares were issued for $0.006 per share to consultants for corporate fees;
30 June 2014, 25,000,000 unlisted options were issued with an exercise price of $0.0075 expiring 31 July 2017 for corporate fees;
30 June 2014, 5,500,000 unlisted options were issued with an exercise price of $0.0075 expiring 30 June 2016 for corporate fees;
30 June 2014, 6,000,000 unlisted options were issued with an exercise price of $0.015 expiring 31 October 2017 for corporate fees;
30 June 2014, 25,000,000 ordinary shares were issued for $0.0025 per share for settlement of director fees;
For
per
sona
l use
onl
y
46
Note 27. Tenement Schedule
As at 30 June 2014 the Company holds interest in the following granted mining tenements:
Tenement No Locality Project Lease Status
EL10335 NT Wollogorang Granted
EL29898 NT Debbil Debbil Creek Granted
EPM 18079 QLD Ebagoola Granted
EPM 18433 QLD Ebagoola Granted
ML3096 QLD Ebagoola Granted
ML3141 QLD Ebagoola Granted
ML3145 QLD Ebagoola Granted
Note 28: Gulf Minerals Corporation Limited Parent Company Information Company
2014 2013
$ $
Assets
Current assets 148,256 198,152
Non-current assets 5,107,118 5,588,741
Total Assets 5,255,374 5,786,893
Liabilities
Current liabilities 854,517 321,358
Non current liabilities 454,583 448,000
Total Liabilities 1,309,100 769,538
Equity
Contributed equity 18,210,343 14,661,252
Options Reserve 1,055,793 -
Retained earnings (15,318,862) (9,643,897)
Total Equity 3,947,274 5,017,355
Financial Performance
Loss for the year (5,675,965) (530,212)
Other comprehensive income - -
Total comprehensive income (5,675,965) (530,212)
For
per
sona
l use
onl
y
47
Director’s Declaration
The Directors of the Company declare that: 1. The financial statements and note set out on pages 22 to 46, are in accordance with the Corporations Act 2001 and: (a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements and (b) give a true and fair view of the consolidated entity’s financial position as at 30 June 2014 and of its
performance for the year ended on that date. In the Director’s 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. 2. The remuneration disclosures included in the Directors’ report (as part of audited Remuneration Report) for the year ended 30 June 2014, comply with section 300A of the Corporations Act 2001. 3. The Directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A. 4. The Company has included in the notes to the financial statements an explicit and unreserved statement of compliance with International Financial Reporting Standards. This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors by:
Graham Anderson
Chairman
Perth, Western Australia
30 September 2014
For
per
sona
l use
onl
y
For
per
sona
l use
onl
y
For
per
sona
l use
onl
y
50
ASX Additional Information Additional information as required by the Australian Securities Exchange Limited and not disclosed elsewhere in this report is set out below. This information is current as at 16 September 2014. 1.1 Ordinary shares on issue There are 22,350,146 ordinary shares on issue and a total of 500,000 ordinary shares are escrowed until 30 September 2014. 1.2 Unlisted options A listing of each class of options on issue is set out below:
Security Code Terms Quantity
GMCOP Options exercisable at $0.75 and expiring 31 October 2014 2,555,337
GMCON Options exercisable at $1.00 and expiring 30 April 2015 211,671
GMCOR Options exercisable at $0.375 and expiring 30 June 2016 1,279,000
GMCOQ Options exercisable at $0.375 and expiring 31 July 2017 13,800,000
1.3 Distribution of shareholders Analysis of numbers of equity security holders by size of holding:
Range Holders Units Percentage
1 - 1,000 380 147,511 0.68
1,001 - 5,000 196 513,137 2.35
5,001 - 10,000 93 742,951 3.4
10,001 - 100,000 176 6,252,159 28.61
> 100,000 38 14,694,388 64.96
Total 882 22,350,146 100
1.4 Unmarketable parcels The unmarketable parcel size at 14 cents per unit is less than 3,571 shares. 520 shareholders hold unmarketable parcels. 1.5 Substantial shareholders The names of substantial holders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are:
Name Units % Holdings
Leprechaun Holdings Pty Ltd 6,700,000 30.66%
1.6 Voting Rights Subject to any rights or restrictions for the time being attached to any class or classes (at present there are none), all fully paid ordinary shares carry one vote per share.
For
per
sona
l use
onl
y
51
ASX Additional Information 1.7 Twenty largest shareholders
Name of Shareholder Units % of Units
1 Leprechaun Holdings Pty Ltd 6,700,000 30.66%
2 John Charles Hilton 500,000 2.29%
3 Mr Eduardo Siao & Mrs Evelyn Saio <ES Exec Fund Eduardo A/C> 400,000 1.83%
4 Pamplona Capital Pty Ltd 366,000 1.68%
5 Lazdee Pty Ltd <SJGG Superannuation Fund A/C> 361,000 1.65%
6 Mr Alan Bell 350,000 1.56%
7 Mr Ellis Austin Sith & Mrs Iris Lorraine Smith 340,000 1.56%
8 Allview Holdings Pty Ltd 291,096 1.33%
9 Mr Samuel John McPhee 284,000 1.30%
10 Mr Reginald Allan Buchanan 280,002 1.28%
11 UBS Wealth Management Australia Nominees Pty Ltd 246,667 1.13%
12 William Taylor Nominees Pty Ltd 240,000 1.10%
13 Jayvee Investments Pty Ltd <Jayvee SP – Pen A/C> 220,994 1.01%
14 Mr Michael Grove & Mrs Jane Grove <Gladgrove Super Fund A/C> 220,000 1.01%
15 Mrs Chantelle Maree Gladwin-Grove 211,791 0.97%
16 Mr Eduardo Siao & Mrs Evelyn Saio <ES Exec Fund Eduardo A/C> 204,300 0.92%
17 Kilkee Pty Ltd <Peterson Family A/C> 200,000 0.92%
18 Goldfire Enterprises Pty Ltd 200,000 0.88%
19 Prema Nominees Pty Ltd 169,900 0.78%
20 Mial Enterprises Pty Ltd 167,000 0.76%
Top 20 total 11,952,750 54.62%
For
per
sona
l use
onl
y
![Chairman's Speech [Company Update]](https://img.pdfslide.net/doc/110x75/577cb40d1a28aba7118c4715/chairmans-speech-company-update-578aa4b1068d6.jpg)
