Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

DEVELOP GLOBAL LIMITED Annual Report 2015

Sep 29, 2015

64801_rns_2015-09-29_aa614cf8-7144-40c5-a9df-b87a25f245b7.pdf

Annual Report

Open in viewer

Opens in your device viewer

==> picture [588 x 55] intentionally omitted <==

2015 FINANCIAL REPORT

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Corporate Directory

DIRECTORS

Anthony Kiernan Non-Executive Chairman John Nitschke Non-Executive Director Anthony Reilly Non-Executive Director Darren Stralow Non-Executive Director

COMPANY SECRETARY

Trevor Hart

REGISTERED OFFICE/ PRINCIPAL PLACE OF BUSINESS

Level 2 91 Havelock Street West Perth 6005 Western Australia

TABLE OF CONTENTS

Directors’ Report ................................................................................................ 2 Auditor’s Independence Declaration .......................................................... 9 Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Year Ended 30 June 2015 .................................................. 10 Consolidated Statement of Financial Position as at 30 June 2015 ...... 11 Consolidated Statement of Changes in Equity for the Year Ended 30 June 2015 ........................................................................................................... 12 Consolidated Statement of Cash Flows for the Year Ended 30 June 2015 ..................................................................................................................... 13 Notes to the Financial Statements ............................................................... 14 Directors’ Declaration ..................................................................................... 35 Independent Audit Report ............................................................................ 36 Supplementary Information .......................................................................... 38

Tel: (61 8) 6389 7400 Fax: (61 8) 9463 7836

ABN

28 122 180 205

WEBSITE

www.venturexresources.com

QUOTED SECURITIES

ASX Code: VXR Shares

AUDITORS

BDO Audit (WA) Pty Ltd 38 Station Street Subiaco 6008 Western Australia

SHARE REGISTRY

Advanced Share Registry 150 Stirling Highway Nedlands 6009 Western Australia

Tel: (61 8) 9389 8033 Fax: (61 8) 9389 7871

==> picture [64 x 22] intentionally omitted <==

1

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Directors’ Report

The Directors of Venturex Resources Limited (the ''Company'') present their report on the consolidated entity (the ''Group Entity''), consisting of Venturex Resources Ltd and the entities it controlled at the end of, and during, the financial year ended 30 June 2015.

Directors

The name and details of the Group Entity's Directors in office during the year and until the date of this report are as follows. Directors were in office for the entire period unless otherwise stated.

Anthony Kiernan Non-Executive Chairman Appointed 14 July 2010
John Nitschke Interim CEO Appointed 27 February 2015
Non-Executive Director Appointed 4 July 2013
Non-Executive Director Appointed 30 August 2011, Resigned 17 April 2013
Anthony Reilly Non-Executive Director Appointed 1 July 2015
Darren Stralow Non-Executive Director Appointed 1 July 2015
Michael Mulroney* Managing Director Appointed 27 February 2012, Resigned 27 February 2015
Raymond Parry Non-Executive Director Appointed 29 May 2012, Resigned 1 July 2015

* Previous to being appointed Managing Director, Michael Mulroney was a Non-Executive Director for the period 9 June 2008 to 4 October 2011.

Information on Directors

Anthony Kiernan — Independent Non-Executive Chairman
Qualifications — LLB
Appointed to the Board — 14 July 2010
Experience — Mr Kiernan, formerly a solicitor, has extensive experience gained over
35 years in the management and operation of listed public
companies. As both a lawyer and general consultant, he has
practiced and advised extensively in the fields of resources, media
and information technology.
Interest in Shares and Options1 — 13,213,182 Ordinary Shares
Internal Committees — Chair of the Nomination & Remuneration Committee and Chair of
the Audit Committee
Directorships held in other listed entities — BC Iron Limited (Group) (11 October 2006 to present) (Chairman)
(Within the last 3 years) Chalice Gold Limited (15 February 2007 to present)
Danakali Limited (formerly South Boulder Mines Ltd) (15 October 2012
to present)
Uranium Equities Limited (3 June 2003 to November 2013) (Chairman)
Liontown Resources Limited (2 February 2006 to November 2013)
John Nitschke — Interim CEO
Qualifications — BEng(Hons), MSc, DIC, GAICD, FAusIMM
Appointed to the Board — 30 August 2011, Resigned 17 April 2013, Appointed Non-Executive
Director 4 July 2013, Appointed Interim CEO 27 February 2015
Experience — Mr Nitschke is a mining engineer with over 35 years experience in the
mining industry, including substantial experience operating at senior
management levels in large resource companies. Recent roles
include Executive General Manager (EGM) Projects & Technical
Services for OZ Minerals Limited, EGM Australian Operations for
Oxiana Limited, and EGM Development for Newmont Australia and
the Normandy Group.
Interest in Shares and Options1 — Nil
Internal Committees — Member
of
the
Audit
Committee
and
the
Nomination
&
Remuneration Committee
Directorships held in other listed entities — IMX Resources Limited (23 December 2009 to 31 July 2014)
(Within the last 3 years) (Chairman)
Toro Energy Limited (15 June 2009 to 30 June 2012)
Continental Nickel Limited (26 October 2010 13 September 2012)
Syrah Resources Limited (1 January 2013 to 30 January 2013)

==> picture [64 x 22] intentionally omitted <==

2

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Directors’ Report

Venturex Resources Limited
and Group Entities
28 122 180 205
Financial Report for the
Year Ended 30 June 2015
Directors’ Report
Anthony Reilly — Independent Non-Executive Director
Qualifications — BEc
Appointed to the Board — 1 July 2015
Experience — Mr. Reilly is a significant shareholder of Venturex and had previously
been a director of Venturex. He has over 20 year’s investment
banking experience including financial markets, financial risk
management and corporate finance. He worked in investment
banking in London for over 10 years, and his clients have included a
number of global corporations and fund managers based in
Australia, the UK and Europe. Since leaving banking he has had 8
years working in the junior resources sector. Anthony was a founding
Director of a private Brazil incorporated gold exploration company
and he has also served as an Executive Director of several other ASX
listed resources.
Interest in Shares and Options1 — 30,800,000 Ordinary Shares
Internal Committees — Nil
Directorships held in other listed entities — Paradigm Metals Ltd (13 September 2013 to present)
(Within the last 3 years) Hawkley Oil (14 October 2014 to present)
Darren Stralow — Non-Independent Non-Executive Director
Qualifications — BEng (Mining), GAICD, GCAF (Kaplan)
Appointed to the Board — 1 July 2015
Experience — Mr. Stralow is the General Manager - Business Development for
Norther Star Resources Ltd, who are a substantial shareholder of
Venturex. Darren is a mining engineer with over 15 years’ experience
in the resources industry. During his career, he has held various roles in
both operations and corporate mining environments, focusing on
operational
effectiveness,
mine
management
and
business
development. After starting his career in the WA goldfields, he has
held senior roles with Intrepid Mines Limited and Northern Star
Resources Limited.
Interest in Shares and Options1 — Nil
Internal Committees — Nil
Directorships held in other listed entities — Nil
(Within the last 3 years)
Raymond Parry — Non-Independent Non-Executive Director
Qualifications — BBus(Acc/Fin), MBA, FCPA, GAICD
Appointed to the Board — Appointed 29 May 2012, Resigned 1 July 2015
Experience — Mr Parry is an accountant with over 25 years of experience in finance
and management positions across a number of different industries.
He has held senior management positions with Northern Star
Resources Ltd, St Barbara Ltd and regional finance responsibilities for
Kerr-McGee Corporation (USA) in the Asia Pacific. He has also held
management positions in the banking industry.
Interest in Shares and Options1 — Nil
Internal Committees — Chair of the Audit Committee and Member of the Nomination &
Remuneration Committee up to resignation.
Directorships held in other listed entities — Nil
(Within the last 3 years)
Michael Mulroney — Managing Director
Qualifications — BAppSc(Geol), MBA, MAusIMM
Appointed to the Board — Appointed 27 February 2012, Resigned 27 February 2015
Experience — Mr Mulroney has over 30 years experience in the natural resources
and finance sectors. Originally trained as a geologist, he spent 12
years as a mining company executive in a broad range of
commodities throughout Australia and South East Asia. He has spent
the last 20 years working for several investment banks and ASX listed
companies gaining extensive experience in project finance and
mergers and acquisitions in the global resources sector. Mr Mulroney
was most recently Executive Director of Argonaut Capital Limited,
and Investment Director of AFM Perseus Fund Limited.

Note:

1 Interest in Shares and Options refer to the relevant interest of each Director in the shares or options over shares issued by the companies within the Group Entity and other related body corporate as notified by the Directors to the Australian Securities Exchange in accordance with Section 205G(1) of the Corporations Act 2001, as at the date of this report.

==> picture [64 x 22] intentionally omitted <==

3

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Directors’ Report

Company Secretary/CFO

Trevor Hart , BBus, CPA, AGIA, ACIS - Appointed 5 April 2013

Mr Hart is a Certified Practising Accountant with a Bachelor of Business in Accounting and a Chartered Secretary. He has over 20 years’ experience including 15 years in the resources and mining services industry. He has provided consulting services covering accounting, financial and company secretarial matters to various companies in these sectors. Prior to joining Venturex he has held a number of senior financial positions in other ASX listed companies.

Corporate Structure

The Company is limited by shares that it has issued and is incorporated and domiciled in Australia. As at 30 June 2015, the Company had five subsidiaries incorporated in Australia; Jutt Resources Pty Ltd, Juranium Pty Ltd, Venturex Pilbara Pty Ltd, Venturex Sulphur Springs Pty Ltd, and CMG Gold Ltd. The Company owned a 100% interest in all subsidiaries as at 30 June 2015. The Company disposed of one subsidiary incorporated in Brazil; CMG Mineração Ltda on 18 May 2015.

Principal Activities

The principal activity of the Group Entity during the year was resources exploration, focusing on base metals.

Likely Developments

The Group Entity will also continue exploration programs in the Pilbara which may result in additional discoveries and will continue to advance the development of the Company’s Pilbara Copper – Zinc Project’s as part of the Company’s drive to commercialise the Project. In addition, the Group Entity may assess acquisition opportunities that have potential to enhance the value of its existing assets.

Results and Review of Operations

Results

For the year ending 30 June 2015, the consolidated loss of the Group Entity was $41,379,520 (2014: $4,710,654). The loss result includes an impairment/write off of $42,087,264 (2014: $2,446,209) following a detailed review of the tenements, (see Note 14).

Review of Operations

Detailed review of operations can be found on page 2 of the annual report. At 30 June 2015, the Company had 1,547,869,181 quoted fully paid ordinary shares (2014: 1,547,869,181) and no quoted options issued over shares (2014: Nil). As at 30 June 2015 the Group Entity held cash reserves of $1,059,171 (2014: $1,159,329).

Profit (Loss) Per Share

Basic loss per share 2.67 cents (2014: Loss 0.30 cents).

Dividends

The Directors did not pay or declare any dividends during the 2015 financial year. The Directors do not recommend the payment of a dividend in respect of the year.

Significant Changes in State of Affairs

In the opinion of the Directors, there were no other significant changes in the state of affairs of the Group Entity during the year under review not otherwise disclosed in this Annual Report.

Emphasis of Matter

The Independent Auditor Report for the year ended 30 June 2015 contains an emphasis of matter in relation to potential uncertainty regarding the Groups continuing as a going concern. The financial statements have been prepared on the basis of going concern. The Group will require additional funding to carry its exploration and evaluation activities. Refer note 1 and the Independent Audit Report for further details.

Subsequent Events

On 1 July 2015, Mr Ray Parry resigned as an independent Non-Executive Director.

On 1 July 2015, Mr Anthony Reilly and Mr Darren Stralow were appointed as Non-Executive Directors.

Other than as disclosed above or elsewhere in this Annual Report, no other material events after the balance date have occurred.

Environmental Regulation

The Group Entity’s operations and projects are subject to State and Federal laws and regulations regarding environmental hazards. In Australia, the regulatory bodies are the WA Department of Environment Regulations (DER), the WA Department of Mines and Petroleum (DMP), the WA Department of Water (DoW) and the Environmental Protection Authority (EPA).

The Board believes that the Group Entity has adequate systems in place for the management of its environmental regulations and is not aware of any breach of those environmental requirements as they apply to the Group Entity.

Share Options on Issue

At the date of this report, there are no unissued ordinary shares of the Company under option.

Shares Issued as a Result of the Exercise of Options

During the 2015 financial year, no ordinary shares of the Company were issued as a result of the exercise of options.

==> picture [64 x 22] intentionally omitted <==

4

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Directors’ Report

REMUNERATION REPORT

This report details the nature and amount of remuneration for the Directors and Key Management Personnel (KMP) of the Group Entity.

Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly.

The Key Management Personnel of the Group Entity during the year included:

Anthony Kiernan - Non-Executive Chairman John Nitschke -

  • Interim CEO (Appointed 27 February 2015)

    • Non-Executive Director (Appointed 30 August 2011, Resigned 17 April 2013, Appointed 4 July 2013)
  • Raymond Parry Non-Executive Director (Resigned 1 July 2015) - Michael Mulroney Managing Director (Resigned 27 February 2015) Trevor Hart - Company Secretary/CFO The report has been set out under the following main headings:

  • A. Remuneration Policy

  • B. Details of Remuneration

  • C. Equity Issued as Part of Remuneration

  • D. Shareholdings

  • E. Loans to Directors and Key Management Personnel

  • F. Employment Contracts of Directors and Key Management Personnel

  • G. Performance Income as a Proportion of Total Remuneration

  • H. Other transactions with Key Management Personnel

A. Remuneration Policy

Remuneration of all Executive and Non-Executive Directors and Officers of the Group Entity is determined by the Nomination and Remuneration Committee.

The Group Entity is committed to remunerating Senior Executives and Executive Directors in a manner that is marketcompetitive, consistent with "Best Practice" and supports the interests of Shareholders. Remuneration packages are based on fixed and variable components, determined by the Executive’s position, experience and performance, and may be satisfied via cash or equity.

Non-Executive Directors are remunerated out of the aggregate amount approved by Shareholders and at a level that is consistent with industry standards. Non-Executive Directors do not receive performance based bonuses and prior Shareholder approval is required to participate in any issue of equity. No retirement benefits are payable other than statutory superannuation, if applicable.

The maximum annual aggregate directors’ fee pool limit is $400,000 and was approved by shareholders at the general meeting on 23 July 2012.

Remuneration Policy versus Company Financial Performance

The Group Entity's remuneration policy has been based on industry practice rather than the performance of the Group Entity and takes into account the risk and liabilities assumed by the Directors and Executives as a result of their involvement in the speculative activities undertaken by the Group Entity.

Performance Based Remuneration

The purpose of a performance bonus is to link individual rewards to the performance of the Company. The Company reviews the mechanism to determine individual performance bonuses on an annual basis. In the 2013 financial year, the Board temporarily suspended the bonus formula linked to the achievement of Company targets (including project outcomes, share price performance and social licence criteria) as well as the individual employee’s personal performance, with individual caps based on seniority and capacity to influence the performance of the Company. The expected outcomes of the remuneration structure are to retain and motivate key Executives, attract high quality Management to the Company and provide performance incentives that allow Executives to share in the success of the Company.

For details of performance based remuneration refer to Section G - Performance income as a proportion of total remuneration of the Remuneration Report.

B. Details of Remuneration

The Key Management Personnel of the Group Entity are disclosed above.

Remuneration packages contain the following elements:

a) Short-term employee benefits - cash salary and fees, cash bonus, non-monetary benefits and other*;

b) Post-employment benefits - including superannuation and termination, and other;

  • c) Share-based payments - shares and options granted.

  • As noted above the Board temporarily suspended the bonus formula linked to the achievement of Company targets.

==> picture [64 x 22] intentionally omitted <==

5

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Directors’ Report

The remuneration for each Director and each of the other Key Management Personnel of the Group Entity during the year was as follows:

Bonus as a
Share-based proportion of
Short-term employee benefits Post employment benefits payments remuneration
Non-
Cash salary & Cash monetary
fees bonus benefits Superannuation Termination Options Total
Year
Note
$ $ $ $ $ $ $ %
Directors
Anthony 2015
7
90,192 - - 7,808 - - 98,000 -
Kiernan 2014 82,380 - - 7,620 - - 90,000 -
John 2015 91,500 - - - - - 91,500 -
Nitschke 2014
1
59,342 - - - - 13,948 73,290 -
Raymond 2015 56,096 - - 3,904 - - 60,000 -
Parry 2014
3
58,750 - - - - - 58,750 -
Former Directors
Michael 2015
2
273,418 - - 23,948 - 5,484 302,850 -
Mulroney 2014 258,482 - - 23,910 - 71,424 353,816 -
Key Management Personnel
Trevor 2015 160,350 - - - - - 160,350 -
Hart 2014 141,300 - - - - - 141,300 -
Former Key Management Personnel
Karl 2015 - - - - - - - -
Weber 2014
4
89,849 - - 7,169 - - 97,018 -
Jonas 2015
8
- - - - - - - -
Da Silva 2014 97,124 - - - - - 97,124 -
Shelma 2015
8
- - - - - - - -
Kato 2014
5
84,454 - - - - - 84,454 -
Andrea 2015
8
- - - - - - - -
Rahal 2014
6
9,522 - - - - - 9,522 -
Total 2015 671,556 - - 35,660 - 5,484 712,700 -
2014 881,203 - - 38,699 - 85,372 1,005,274 -

Note:

  1. Commenced with the Company in the 2014 financial year.

  2. Resigned from the Company in the 2015 financial year.

  3. Includes $15,000 (2014: $58,750) paid to Northern Star Resources Limited as Director’s Fees.

  4. Resigned as a Director of CMG Mineração Ltda on 31 December 2013.

  5. Commenced as a Director of CMG Mineração Ltda on 9 July 2013.

  6. Commenced as a Director of CMG Mineração Ltda on 1 January 2014.

  7. Includes $8,000 (2014: Nil) paid to Banff Holdings Pty Ltd as Director’s Fees.

  8. Ceased being Key Management Personnel during 2014.

C. Equity Issued as Part of Remuneration

This section only refers to those shares and options issued as part of remuneration. As a result they may not indicate all shares and options held by a Director or other Key Management Personnel.

Shares

No shares in the Company were issued to Directors and other Key Management Personnel as part of remuneration during the 2015 or 2014 financial years.

Options

The following table discloses the value of options granted, exercised, sold or lapsed during the 2015 financial year for all Key Management Personnel:

Directors
John Nitschke
Michael Mulroney
Options
Granted
Options
Exercised
Options Lapsed
Value of Options yet
to be Expensed
Value of Options
Included in
Remuneration for
the Year
Options as a
Proportion of Total
Remuneration
Value at Grant
Date
Value at
Exercise Date
Value at Time of
Lapse
$
$
$
$
$
%
106,874
-
(106,874)
-
-
194,498
-
(194,498)
-
5,484
2
301,372
-
(301,372)
-
5,484
2

-Apart from listed above no other Key Management Personnel have any Options.

The assessed fair value at grant date of options granted to the individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables above. Fair values at grant date are determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date, the expected price volatility of the underlying shares, the expected dividend yield and the risk free interest rate for the term of the option.

The Model inputs for options granted during the period have been included in Note 19 of the financial statements.

==> picture [64 x 22] intentionally omitted <==

6

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Directors’ Report

The following table discloses the movement in Directors and Key Management Personnel Options during the 2015 financial year

Directors
John Nitschke
Michael
Mulroney
Balance
1 July
2014
No.
Initial
Holding
No.
Granted as
Remuneration
No.
Options
Exercised
No.
Options
Lapsed
No.
Held at
Resignation
No.
Balance
30 June
2015
No.
Vested
No.
Unvested
No.
Vested
%
Lapsed
%*
3,000,000
-
-
-
(3,000,000)
-
-
-
-
-
100
30,000,000
-
-
-
(30,000,000)
-
-
-
-
-
100
33,000,000
-
-
-
(33,000,000)
-
-
-
-
  • -Apart from listed above no other Key Management Personnel have any Options.

D. Shareholdings

The number of shares in the Group Entity held during the financial year by each Director and other Key Management Personnel of the Group Entity, including their personally related parties, are set out below.

2015
Note
Directors
Anthony Kiernan
Michael Mulroney
Raymond Parry
Key Management Personnel
Trevor Hart
Balance at start
of the year
Received as
Compensation
Options
Exercised
Net Change
Other
Held at
Resignation /
Termination
Balance at end
of the year
No.
No.
No.
No.
No.
No.*
13,213,182
-
-
-
-
13,213,182
4,703,608
-
-
-
(4,703,608)
-
19,500
-
-
-
-
19,500
1,313,819
-
-
-
-
1,313,819
19,250,109
-
-
-
(4,703,608)
14,546,501
  • *Apart from listed above no other Key Management Personnel have any shareholdings.

  • Closing balance at date of resignation / termination.

E. Loans to Directors and Key Management Personnel

There were no loans made to the Directors or other Key Management Personnel of the Group Entity, including their personally related parties (2014: Nil).

F. Employment Contracts of Directors and Key Management Personnel

The following Directors and Key Management Personnel were under contract at 30 June 2015

Name Term of Contract Commencement
Date
Notice Period by Either Party $ Amount Termination Benefit $
John Nitschke Part-time
(ongoing)
27/02/15  30 days notice by either party
with or without cause
 $7,500 per month
plus additional
hours at $250 per
hour
 None
Trevor Hart Part-time
(ongoing)
5/04/13  30 days notice by either party
with or without cause
 $7,000 per month
plus additional
hours at $150 per
hour
 None

G. Performance Income as a Proportion of Total Remuneration

Performance based remuneration for the financial year is disclosed in B. Details of Remuneration.

All Executives are eligible to receive bonuses through employment contracts and Board discretion. Subject to Board approval, their performance payments are based on a bonus formula linked to the achievement of measurable Company targets (including project outcomes, share price performance and social licence criteria) (weighting: 60% of possible bonus) as well as the individual employee’s personal performance and KPI achievement (weighting: 40% of possible bonus), with individual caps based on seniority and capacity to influence the performance of the Company. The proportion between incentive and non-incentive remuneration is variable. The expected outcomes of the remuneration structure are to retain and motivate key Executives, attract high quality Management to the Company and provide performance incentives that allow Executives to share in the success of the Company. In the 2013 financial year, the Board temporarily suspended the bonus formula linked to the achievement of Company targets.

Non-Executive Directors are not entitled to receive cash performance based remuneration.

H. Other transactions with Key Management Personnel

All transactions with related parties are made on normal commercial terms and conditions except where indicated. There were no transactions with Key Management Personnel not disclosed above.

I. Voting and comments made at the company’s 2014 Annual General Meeting

Venturex Resources Ltd received more than 95% of “yes” votes on its remuneration report for the 2014 financial year. The company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

End of Audited Remuneration Report.

==> picture [64 x 22] intentionally omitted <==

7

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Directors’ Report

Meetings of Directors

The following table sets out the number of Directors' meetings held during the year and the number of meetings attended by each Director while they were a Director.

During the period, 9 Board meetings, 5 Audit Committee meetings and 1 Nomination and Remuneration Committee meetings were held.

Directors' Meetings Directors' Meetings Commi ttee Meetings
Aud it Nomination & R **emuneration **
Number eligible
to attend
Number
attended
Number eligible
to attend
Number
attended
Number
eligible to attend
Number
attended
Anthony Kiernan 9 9 5 5 1 1
John Nitschke 9 9 5 5 1 1
Raymond Parry 9 9 5 5 1 1
Michael Mulroney 5 5 N/A N/A N/A N/A

Directors’ Indemnities

The Group Entity provides Directors’ and Officers’ Insurance to cover legal liability and expenses for the Directors and Officers performing work on behalf of the Group Entity.

Proceedings on Behalf of Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group Entity, or to intervene in any proceedings to which the Group Entity is a party, for the purpose of taking responsibility on behalf of the Group Entity for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Group Entity with leave of the Court under section 237 of the Corporations Act 2001.

Non-Audit Services

The Group Entity may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the company and/or the group are important.

Details of the amounts paid or payable to the auditor BDO (WA) Pty Ltd or associated entities for audit and nonaudit services provided during the year are set out below.

The board of directors has considered the position and, in accordance with advice received from the audit committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

  • all non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor

  • none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants.

Remuneration of the auditor of the Group Entity for:
- non-audit services - taxation
2015
2014
$
$
-
2,750
-
2,750

Auditor’s 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 9.

Signed in accordance with a resolution of the Board of Directors.

==> picture [191 x 60] intentionally omitted <==

JOHN NITSCHKE Interim CEO

Dated this 30[th] day of September 2015

==> picture [64 x 22] intentionally omitted <==

8

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

==> picture [79 x 31] intentionally omitted <==

DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF VENTUREX RESOURCES LIMITED

As lead auditor of Venturex Resources Limited for the year ended 30 June 2015, I declare that, to the best of my knowledge and belief, there have been:

  1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

  2. No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Venturex Resources Limited and the entities it controlled during the period.

==> picture [90 x 66] intentionally omitted <==

Jarrad Prue

Director

BDO Audit (WA) Pty Ltd

Perth, 30 September 2015

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than for the acts or omissions of financial services licensees

==> picture [64 x 22] intentionally omitted <==

9

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Year Ended 30 June 2015

Note
Revenue from continuing operations
Revenue and other income
2
Expenses
Administrative expense
3
Corporate expense
3
Directors, employees and consultants fee
3
Exploration and evaluation expense
3
Closure costs
Loss on disposal of subsidiary
Impairment/write off of area of interest
3
Write off property, plant and equipment
3
Impairment of trade and other receivables
3
Finance costs
4
Re-estimation of site rehabilitation provisions
4
Loss before income tax
Loss after income tax attributable to the owners of the company
Other comprehensive income
Items that may be reclassified to profit and loss:
Foreign currency translation differences – foreign operations
Other comprehensive income for the period, net of tax
Total comprehensive loss for the period attributable to owners
of the Company
Profit (loss) / Earnings per share
Basic and Diluted Profit (loss) per share (cents)
7
2015
2014
$
$
(Restated)
1,124,278
166,773
(613,905)
(900,812)
(228,546)
(382,750)
(1,053,209)
(1,074,318)
(511,544)
(358,181)
(135,770)
-
(223,665)
-
(42,087,264)
(2,446,209)
(33,143)
-
(4,454)
-
(74,630)
(567,453)
2,462,332
852,296
(41,379,520)
(4,710,654)
(41,379,520)
(4,710,654)
219,930
(215,914)
219,930
(215,914)
(41,159,590)
(4,926,568)
(2.67)
(0.30)

The accompanying Notes form part of these financial statements. See Note 1 for restatement as a result of change in accounting policy.

==> picture [64 x 22] intentionally omitted <==

10

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Consolidated Statement of Financial Position as at 30 June 2015

Note
Assets
Current assets
Cash and cash equivalents
8
Trade and other receivables
9
Inventories
10
Non-current assets classified as held for sale
11
Other assets
12
Total current assets
Non-current assets
Property, plant and equipment
13
Exploration and evaluation expenditure
14
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
15
Provisions
16
Employee benefits
17
Total current liabilities
Non-current liabilities
Provisions
16
Employee benefits
17
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
18
Reserves
18
Accumulated losses
Total equity
2015
2014
2013
$
$
$
(Restated)
(Restated)
1,059,171
1,159,329
3,265,753
281,190
988,310
38,385
-
26,559
27,455
-
840,810
921,890
141,234
152,138
1,884,150
1,481,595
3,167,146
6,137,633
1,660,420
2,111,908
2,457,384
23,553,340
65,274,278
67,119,062
25,213,760
67,386,186
69,576,446
26,695,355
70,553,332
75,714,079
330,894
523,070
542,567
330,770
330,770
330,770
3,080
114,420
137,714
664,744
968,260
1,011,051
11,169,738
13,559,249
13,848,305
11,709
22,553
16,630
11,181,447
13,581,802
13,864,935
11,846,191
14,550,062
14,875,986
14,849,164
56,003,270
60,838,093
86,910,839
86,910,839
86,918,414
-
182,833
1,077,125
(72,061,675)
(31,090,402)
(27,157,446)
14,849,164
56,003,270
60,838,093

The accompanying Notes form part of these financial statements. See Note 1 for restatement as a result of change in accounting policy.

==> picture [64 x 22] intentionally omitted <==

11

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Consolidated Statement of Changes in Equity for the Year Ended 30 June 2015

Note
Balance at 30 June 2013
Restatement on change of accounting
policy
1v
Balance at 30 June 2013 - Restated
Loss for the year as reported in the 2014
financial statements
Restatement on change of accounting
policy
1v
Restated loss for the year
Other comprehensive income
Total comprehensive loss for the year
Transactions with owners in their
capacity as owners:
Security issue costs
18a
Share based payments issued
19i, 19ii
Share based payments expired
19iv
Balance at 30 June 2014 - Restated
Loss for the year
Other comprehensive income
Total comprehensive income for the
year
Transactions with owners in their
capacity as owners:
Share based payments issued
19i, 19ii
Share based payments expired
19iv
Balance at 30 June 2015
Issued
Capital
Share Based
Compensation
Translation
Reserve
Accumulated
Losses
Total Equity
$
$
$
$
$
86,918,414
1,081,141
(4,016)
(26,661,726)
61,333,813
-
-
-
(495,720)
(495,720)
86,918,414
1,081,141
(4,016)
(27,157,446)
60,838,093
-
-
-
(2,930,960)
(2,930,960)
-
-
-
(1,779,694)
(1,779,694)
-
-
-
(4,710,654)
(4,710,654)
-
-
(215,914)
-
(215,914)
-
-
(215,914)
(4,710,654)
(4,926,568)
(7,575)
-
-
-
(7,575)
-
99,320
-
-
99,320
-
(777,698)
-
777,698
-
(7,575)
(678,378)
-
777,698
91,745
86,910,839
402,763
(219,930)
(31,090,402)
56,003,270
-
-
-
(41,379,520)
(41,379,520)
-
-
219,930
-
219,930
-
-
219,930
(41,379,520)
(41,159,590)
-
5,484
-
-
5,484
-
(408,247)
-
408,247
-
-
(402,763)
-
408,247
5,484
86,910,839
-
-
(72,061,675)
**14,849,164 **

The accompanying Notes form part of these financial statements. See Note 1 for restatement as a result of change in accounting policy.

==> picture [64 x 22] intentionally omitted <==

12

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Consolidated Statement of Cash Flows for the Year Ended 30 June 2015

Note
Cash flows related to operating activities
Payments to suppliers and employees
Interest received
Interest paid
Research and development tax received – non capitalised portion
Net cash used in operating cash flows
24a
Cash flows related to investing activities
Payment for purchases of plant and equipment
Proceeds from sale of plant and equipment
Proceeds from sale of tenement
Payment for exploration and evaluation expenditure
Proceeds from redemption of bank guarantee
Research and development tax received – capitalised portion
Net cash provided by / ( used) in investing cash flows
Cash flows related to financing activities
Capital raising costs
Proceeds from insurance premium funding
Repayment of insurance premium funding
Net cash provided by / ( used) in financing cash flows
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the year
8
2015
2014
$
$
(Restated)
(1,737,987)
(2,970,540)
58,363
141,971
(1,475)
(1,715)
246,100
42,698
(1,434,999)
(2,787,586)
-
(38,232)
1,641,588
34,042
387,500
-
(1,970,754)
(1,905,197)
12,000
1,692,962
1,261,077
935,628
1,331,411
719,203
-
(7,575)
44,582
34,251
(35,804)
(54,308)
8,778
(27,632)
(94,810)
(2,096,015)
1,159,329
3,265,753
(5,348)
(10,409)
1,059,171
1,159,329

The accompanying Notes form part of these financial statements. See Note 1 for restatement as a result of change in accounting policy.

==> picture [64 x 22] intentionally omitted <==

13

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

Note 1 - Statement of Significant Accounting Policies

The consolidated financial statement comprises Venturex Resources Limited (the "Company") and its subsidiaries (collectively the "Group Entity" or the “Group”). The Company is a listed public company domiciled in Australia. The Company is a for-profit entity.

Statement of Compliance

The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRSs) adopted by the International Accounting Standards Board (IASB). They were authorised for issue by the Board of Directors on 30[th] September 2015.

Basis of Measurement

The consolidated financial statements have been prepared on the historical cost basis, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

Functional and Presentation Currency

These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency.

Going Concern

The Group Entity incurred a loss before income tax of $41,379,520 (2014: $4,710,654), net decrease of cash flows of $94,810 (2014: $2,096,015) and had a net asset balance of $14,849,164 (2014: $56,003,270) for the year ended 30 June 2015, including a cash balance of $1,059,171 (2014: $1,159,329).

The Directors are of the opinion that the Group’s exploration and development assets will attract further capital investment when required. The Directors will continue to maximise the value of existing assets through careful planning of drilling campaigns, calculation of mineral resources as sufficient data becomes available. In regards to the Pilbara Copper – Zinc Project, the Directors will continue with ongoing discussions with interested groups on opportunities to advance the Project’s development as part of the Company’s drive to commercialise the Pilbara Copper – Zinc Project. The Group will also consider divestments if the proceeds are likely to exceed the realisable value of such assets if they were retained.

The Group will be required to raise additional capital to fund its future activities, including provision for ongoing working capital, exploration and any required pre-production activities that may be identified in the current optimisation/feasibility process for the development of a centralised sulphide processing facility at the Pilbara Copper-Zinc Project. The Directors believe that the Group has the ability to raise additional funds through its 15% share placement capacity (or larger percentage subject to Shareholder approval) or via short term loan funding arrangements.

If the Group is unable to raise additional capital, the Company will investigate funding options including joint venturing the project, defer or reduce certain feasibility and exploration expenditure, divesting other non-core assets or reviewing the Company’s current activities such that the Group Entity will remain a going concern.

However in the event that the Group Entity is not able to successfully complete the above activities, material uncertainty would exist that may cast doubt on whether the Group Entity will continue as a going concern, and therefore whether it will realise the assets and extinguish the liabilities in the normal course of business and at the amounts stated in the financial statements.

The Directors believe that the Group Entity will be successful in the above matters and, at this time. The financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the company and the consolidated entity not continue as a going concern.

Significant Accounting Policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group Entities, unless otherwise stated.

Certain comparative amounts have been reclassified to conform to the current year’s presentation.

  • (a) Basis of Consolidation

Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable.

The Group measures goodwill or exploration and evaluation assets on consolidation at the acquisition date as:

  • the fair value of the consideration transferred; plus

  • the recognised amount of any non-controlling interests in the acquiree: plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less

  • the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.

Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Venturex Resources Limited as at 30 June 2015 and the results of all subsidiaries for the year then ended. Venturex Resources Limited and its subsidiaries together are referred to in this financial report as Consolidated Entity.

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

==> picture [64 x 22] intentionally omitted <==

14

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

The acquisition method of accounting is used to account for business combinations by the Consolidated Entity. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the assets transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity, and Consolidated Statement of Financial Position respectively.

A list of subsidiaries is contained in Note 25 to the financial statements. All subsidiaries have a June financial year-end.

Loss of control

Upon the loss of control, the Company derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Company retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investment or as an available-for-sale financial asset depending on the level of influence retained.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

(b) Foreign Currencies

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group Entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in profit and loss.

Foreign operations

The assets and liabilities of foreign operations are translated to Australian dollars at exchange rates at the end of the reporting period. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to Australian dollars using average exchange rates for the reporting period. Foreign currency differences are recognised in other comprehensive income.

(c) Financial Instruments

Non-derivative financial assets

The Group initially recognises loans and receivables and deposits on the date that they originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group has the following non-derivative financial assets: loans and receivables and cash and cash equivalents.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.

Loans and receivables comprise cash and cash equivalents and, trade and other receivables.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, and other short-term highly liquid investments with original maturities of three months or less.

Non-derivative financial liabilities

The Group initially recognises debt securities issued on the date they originated. All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group classified non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest rate method.

Other financial liabilities comprise loans and borrowings, and trade and other payables.

==> picture [64 x 22] intentionally omitted <==

15

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

Trade and other payables

These amounts represent liabilities for goods and services provided to the Group Entity prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(d) Property, Plant and Equipment

Recognition and measurement

Items of plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset.

Items of property are measured at cost less accumulated impairment losses.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within other income/other expenses in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings.

Depreciation

Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

Depreciation is recognised in profit or loss on a straight line basis over the estimated useful lives of each part of an item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

The estimated useful lives for the current and comparative periods are as follows:

2015 2014
Plant and equipment 3-30years 3-30years
Buildings 7-20years 7-20years
Furniture and Fittings 8-20years 8-20years
Leasehold Improvements 3years 3years

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

Leasehold improvements are depreciated over the shorter of the lease term and the useful life of the assets.

(e) Exploration and Evaluation Expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

Amortisation

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

(f) Leases

Operating leases are leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group Entity and are not recognised in the Group Entity’s statement of financial position.

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease.

(g) Inventories

Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and selling expenses.

The cost of inventories is determined using a weighted average cost method. Cost includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition.

(h) Impairment

At each end of the reporting period, the Group Entity reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the assets carrying value. Any excess of the assets carrying value over its recoverable amount is expensed to the profit and loss.

Impairment testing is performed bi-annually for intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the Group Entity estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(i) Employee Benefits

Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the end of the reporting period are recognised in employee provisions in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.

Superannuation

The amount charged to the profit and loss in respect of superannuation represents the contributions paid or payable by the Group Entity to the employees' superannuation funds.

==> picture [64 x 22] intentionally omitted <==

16

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

Employee Benefits on-costs

Employee benefit on-costs, including payroll tax, are recognised when paid or payable by the Group Entity.

- Other long term employee benefits

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior period. That benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the high yield interest rate at the reporting date. Any actuarial gains or losses are recognised in profit or loss in the period in which they arise.

Share-based payment transactions

The Company operates an employee share-based payment scheme. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a Black-Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of the reporting period such that the amount recognised as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

(j) Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost.

Rehabilitation

A provision for rehabilitation is recognised if, as a result of exploration and development activities undertaken, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. The estimated future obligations include the costs of restoring the affected areas contained in the Group’s tenements.

Future rehabilitation costs will be reviewed annually and any changes in the estimate are reflected in the present value of the rehabilitation provision at each end of the reporting period. The initial estimate of rehabilitation is capitalised into the cost of the related asset and is amortised on the same basis as the related asset. Changes in the estimate of the provision for rehabilitation are also capitalised. The unwinding of the provision for rehabilitation is recognised as a finance cost.

(k) Revenue

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid.

Revenue from the sale of goods is recognised upon the delivery of goods to customers. Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.

All revenue is stated net of the amount of goods and services tax (GST).

(l) Finance Income and Finance Costs

Finance income comprises interest income on funds invested. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, unwinding of the discount on contingent liabilities, share based payments in relation to financing services and impairment losses recognised on financial assets. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

Foreign currency gains and losses are reported on a net basis.

  • (m) Income Tax

The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance date.

Deferred tax is accounted for using the liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the statement of profit or loss and other comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Group Entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

On 14 March 2012, Venturex Resources Limited, together with its 100% owned Australian subsidiaries (“Venturex Group”) formed a Tax Consolidated Group with an effective date of 1 July 2009. The consolidation allows the transfer of losses and assets between group companies for income tax purposes giving the Venturex Group flexibility to commercially structure its business.

(n) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. 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 in the statement of financial position are shown inclusive of GST.

The net amount of GST recoverable from or payable is included as a current asset or liability in the statement of financial position.

Cash flows are presented in the statement of cashflows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

==> picture [64 x 22] intentionally omitted <==

17

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

(o) Earnings per Share

The Group Entity presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss after income tax attributable to ordinary Shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated by dividing the profit or loss after income tax attributable to ordinary Shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.

(p) Non-Current Assets Held For Sale

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable.

They are measured at the lower of their carrying amount and fair value less costs to sell.

An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the noncurrent asset is recognised at the date of derecognition.

Non-current assets are not depreciated or amortised while they are classified as held for sale.

(q) Segment Reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that related to transactions with any of the Group’s other components. A geographical segment is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments.

(r) Share Capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.

(s) Use of Estimates and Judgments

Management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgements. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the entity’s accounting policies The following are the critical judgements (apart from those involving estimations, which are dealt with below), that Management has made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements:

Impairment of assets and exploration and evaluation expenditure

The Group Entity determines whether non-current assets should be assessed for impairment based on identified impairment triggers. At each reporting date Management assesses the impairment triggers based on their knowledge and judgement.

Recoverability of Deferred Tax Assets

Deferred tax assets are not recognised for deductible temporary differences as Management consider that it is not probable that the Group will be able to utilise these temporary differences until the Group becomes profitable. Key sources of estimation uncertainty

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:

Exploration and evaluation expenditure

The exploration and evaluation expenditure is reviewed regularly to ensure that the capitalised expenditure is only carried forward to the extent that it is expected to be recouped through the successful development of the areas of interest or when activities in the areas of interest have not yet reached a stage which permit reasonable assessment of the existence of economically recoverable reserves.

Share-based payment transactions

The Company measures the cost of equity-settled transactions with Directors and Key Management Personnel and service providers by reference to the fair value of the options at the date at which they are granted. The fair value at grant date is determined using a Black-Scholes option pricing model which takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date, expected price volatility of the underlying share, and the risk free interest rate for the term of the option.

Provision for rehabilitation

The provision for rehabilitation is based on the present obligations of the estimates of the future sacrifice of economic benefits required to meet the environmental liabilities on the Group’s tenements. The Group has considered the provision for rehabilitation for its exploration tenements based on reports conducted by independent consultants. The Group has estimated the increase in costs over time for rehabilitation would increase by the Consumer Price Index, and the discount value in determining the present value of the provision for rehabilitation would be the high interest yield.

Estimate of useful lives of assets

The estimation of the useful lives of assets has been based on Taxation Ruling TR 2015/2 and historical experience. The condition of the assets is assessed at year end and considered against the remaining useful life. Details of the useful lives of property, plant and equipment are set out in Note 1(d).

==> picture [64 x 22] intentionally omitted <==

18

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

  • (t) New Accounting Standard for Application in Future Periods

The following new/amended accounting standards and interpretations have been issued, but are not mandatory for financial years ended 30 June 2015. They have not been adopted in preparing the financial statements for the year ended 30 June 2015 and are expected to impact the entity in the period of initial application. In all cases the entity intends to apply these standards from application date as indicated below.

Financial Instruments

AASB reference: AASB 9 (issued December 204)

Application date: Annual reporting periods beginning on or after 1 January 2018

Classification and measurement

Nature of Change: AASB 9 amendments the classification and measurement of financial assets:

  • Financial assets will either be measured at amortised cost, fair value through other comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL).

  • Financial assets are measured at amortised cost or FVTOCI if certain restrictive conditions are met. All other financial assets are measured at FVTPL.

  • All investments in equity instruments will be measured at fair value. For those investments in equity instruments that are not held for trading, there is an irrevocable election to present gains and losses in OCI. Dividends will be recognised in profit or loss.

The following requirements have generally been carried forward unchanged from AASB 139 Financial Instruments: Recognition and Measurement into AASB 9:

  • • Classification and measurement of financial liabilities, and

  • • Derecognition requirements for financial assets and liabilities.

However, AASB 9 requires that gains or losses on financial liabilities measured at fair value are recognised in profit or loss, except that the effects of changes in the liability’s credit risk are recognised in other comprehensive income.

Impact on Initial Application: Adoption of AASB 9 is only mandatory for the year ending 31 December 2018. The entity has not yet made an assessment of the impact of these amendments.

Impairment

Nature of Change: The new impairment model in AASB 9 is now based on an ‘expected loss’ model rather than an ‘incurred loss’ model.

A complex three stage model applies to debt instruments at amortised cost or at fair value through other comprehensive income for recognising impairment losses.

A simplified impairment model applies to trade receivables and lease receivables with maturities that are less than 12 months.

For trade receivables and lease receivables with maturity longer than 12 months, entities have a choice of applying the complex three stage model or the simplified model.

Impact on Initial Application: Adoption of AASB 9 is only mandatory for the year ending 31 December 2018. The entity has not yet made an assessment of the impact of these amendments.

Hedge accounting

Nature of Change: Under the new hedge accounting requirements:

  • The 80-125% highly effective threshold has been removed

  • Risk components of non-financial items can qualify for hedge accounting provided that the risk component is separately identifiable and reliably measurable

  • An aggregated position (i.e. combination of a derivative and a non-derivative) can qualify for hedge accounting provided that it is managed as one risk exposure

  • When entities designate the intrinsic value of options, the initial time value is deferred in OCI and subsequent changes in time value are recognised in OCI

  • • When entities designate only the spot element of a forward contract, the forward points can be deferred in OCI and subsequent changes in forward points are recognised in OCI. Initial foreign currency basis spread can also be deferred in OCI with subsequent changes be recognised in OCI

  • • Net foreign exchange cash flow positions can qualify for hedge accounting.

Impact on Initial Application: Adoption of AASB 9 is only mandatory for the year ending 30 June 2018. The entity currently does not apply hedge accounting and therefore there will be no impact from these amendments.

Revenue from Contracts with Customers

AASB reference: AASB 15 (issued December 2014)

Nature of Change: An entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This means that revenue will be recognised when control of goods or services is transferred, rather than on transfer of risks and rewards as is currently the case under IAS 18 Revenue.

Application date: Annual reporting periods beginning on or after 1 January 2017

Impact on Initial Application: Due to the recent release of this standard, the entity has not yet made a detailed assessment of the impact of this standard.

Amendments to Australian Accounting Standards - Annual Improvements to Australian Accounting Standards 2012-2014 Cycle

AASB reference: AASB 2015-1 (issued January 2015)

Nature of Change: Non-urgent but necessary changes to standards

Application date: Annual reporting periods beginning on or after 1 January 2016

Impact on Initial Application: These amendments affect presentation and disclosures only. Therefore on first time adoption of these amendments on 1 July 2016, comparatives will need to be restated in line with presentation and note ordering.

==> picture [64 x 22] intentionally omitted <==

19

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

(u) Adoption of New and Revised Accounting Standards

During the year, the Group Entity adopted all of the new and revised Australian Accounting Standards and Interpretations applicable to its operations which became mandatory. The adoption of these standards has not significantly impacted the recognition, measurement and disclosure of the transactions of the Group Entity and its consolidated financial statements for the financial year ended 30 June 2015.

(v) Voluntary Change in Accounting Policy for refundable Research & Development (“R&D”) incentives

The consolidated financial statements have been prepared on the basis of a retrospective application of a voluntary change in accounting policy relating to R&D incentives. The previous accounting policy was to account for refundable R&D tax incentives as other income. The company has determined that these incentives are similar to government grants because they are not conditional upon earning taxable income. Refundable tax incentives are now accounted for as government grants under AASB 120 Accounting for Government Grants as the directors consider this policy to provide more relevant information to meet the economic decision-making needs of users, and to make the financial statements more reliable. The change in accounting policy involves restating each of the affected financial statement items for prior periods as shown in the table below.

below.
30 Jun 14 30 Jun 14 30 Jun 13 30 Jun 13
Previous Movement Restated Previous Movement Restated
policy policy
Consolidated Statement of Financial Position (extract)
Property, plant and equipment 2,140,925 (29,017) 2,111,908 2,457,384
-
2,457,384
Exploration and evaluation
expenditure 67,520,675 (2,246,397) 65,274,278 67,614,782
(495,720)
67,119,062
Net assets 58,278,684 (2,275,414) 56,003,270 61,333,813
(495,720)
60,838,093
Accumulated losses (28,814,988) (2,275,414) (31,090,402)
(26,661,726)

(495,720)
(27,157,446)
Net equity 58,278,684 (2,275,414) 56,003,270 61,333,813
(495,720)
60,838,093
Consolidated Statement of Profit or Loss and Other Comprehensive Income (extract)
Other income 1,993,030 (1,943,030) 50,000 755,186
(720,311)
34,875
Administrative expense (1,064,148) 163,336 (900,812) (1,355,280)
224,591
(1,130,689)
Loss after income tax (2,930,960) (1,779,694) (4,710,654)
(14,756,752)

(495,720)
(15,252,472)
Consolidated Statement of Cash Flows (extract)
Payments to suppliers and
employees (1,968,585) (1,001,955) (2,970,540) (3,135,248)
(503,108)
(3,638,356)
R & D tax received 831,578 (788,880) 42,698 720,311
(503,108)
217,203
Net cash used in operating cash
flows (1,137,007) (1,790,835) (2,927,842) (2,414,937)
(1,006,216)
(3,421,153)
Payment for exploration and
evaluation expenditure (2,760,404) 855,207 (1,905,197) (7,535,227)
503,108
(7,032,119)
R & D tax received - 935,628 935,628 -
503,108
503,108
Net cash used in investing cash
flows (2,760,404) 1,790,835 (969,569) (7,535,227)
1,006,216
(6,529,011)
Basic and diluted loss per share
(cents) (0.19) (0.11) (0.30) (1.06)
(0.04)
(1.10)
Note 2 – Revenue and Other Income
Note 2015 2014
$ $
(Restated)
Revenue
- Interest income on bank deposits 53,167
116,773
- SX-EW Profit Share i 313,067 -
366,234
116,773
Other Income
Non-operating activities
- Non-refundable deposit – sale of hotel - 50,000
- Gain on disposal of assets held for sale 754,393 -
- Other income 3,651 -
Total other income 758,044 50,000
1,124,278 166,773

i Blackrock Metals Pty Ltd (“Blackrock”) has access rights to the existing Whim Creek oxide copper processing site to refurbish an existing five tonne per day SX-EW treatment facility and reprocess the existing heap leach pads to recover copper metal. In return Blackrock is required to pay Venturex a 15% Net Profit Interest (“NPI”) .

==> picture [64 x 22] intentionally omitted <==

20

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

Note 3 - Other Expenses

Note
Administrative expense
- Compliance
- Depreciation
- Operating Leases
20
- Other administrative expenses
- Loss on disposal of asset
Administrative expense
Corporate expense
- Auditing and taxation
- Entertainment expenses
- Legal cost
- Recruitment expenses
- Travel expenses
Corporate expense
Directors, employees and consultants fee
- Directors and employee fee
- Consultants fee
- Share based payments
19b
Directors, employees and consultants fee
Exploration and evaluation expense
- Exploration and evaluation expense
Exploration and evaluation expense
Impairment/Write-off
- Impairment of capitalised exploration
14
- Write-off capitalised exploration expenditures
14
- Write-off property, plant and equipment
13
- Impairment of trade and other receivables
9
Impairment/Write-off
Note 4 - Finance Income and Finance Costs
Note
Recognised in profit or loss
Interest expense on financial liabilities measured at
amortised cost (being Mine Rehabilitation Provision)
16
Re-estimation adjustment on site rehabilitation provision
16
Interest expense on insurance premium funding
Net finance costs recognised in profit or loss
Note 5 - Income Tax Expense
(a)
Income tax recognised in profit or loss
Current tax expense
Deferred tax (credit) expense
Total income tax expense
(b)
Loss before tax
Income tax using the domestic corporation tax rate of 30% (2014:
30%)
Increase/(decrease) in income tax expense due to:
Non-deductible expenses
Deductible expenses
Tax losses not brought to account
Income tax (credit) expense
2015
2014
$
$
(Restated)
38,515
37,382
278,410
319,736
227,322
206,025
69,658
279,079
-
58,590
613,905
900,812
116,025
285,848
247
405
65,555
31,558
15,000
11,963
31,719
52,976
228,546
382,750
666,330
720,533
381,395
254,465
5,484
99,320
1,053,209
1,074,318
511,544
358,181
511,544
358,181
41,410,836
2,446,209
676,428
-
33,143
-
4,454
-
42,124,861
2,446,209
2015
2014
$
$
(72,821)
(563,240)
2,462,332
852,296
(1,809)
(4,213)
2,387,702
284,843
2015
2014
$
$
(Restated)
-
-
-
-
-
-
-
-
(41,379,520)
(4,710,654)
(12,413,856)
(1,413,196)
12,733,900
952,600
(515,091)
(806,092)
195,047
1,266,688
-
-

(c) Unrecognised deferred tax liabilities

The Group Entity has a legally enforceable right to set off current tax assets against current tax liabilities, and intends to settle on a net basis. Deferred tax liabilities not brought to account, are as follows:

Taxable temporary differences 2015
2014
$
$
(Restated)
3,435,342
4,300,812
3,435,342
4,300,812

==> picture [64 x 22] intentionally omitted <==

21

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

(d) Unrecognised deferred tax assets

The Group Entity has not recognised deferred tax assets. This future income tax benefit will only be obtained if:

  • the Group Entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;

  • the Group Entity continues to comply with the conditions for deductibility imposed by tax legislation;

  • no changes in tax legislation adversely affect the Group Entity in realising the benefit.

Deferred tax assets not brought to account, the benefits of which will only be realised if the conditions for deductibility set out above occur, are as follows:

Deductible temporary differences
Tax losses
2015
2014
$
$
(Restated)
6,653,696
17,045,819
18,383,481
18,635,561
25,037,177
35,681,380

(e) Tax consolidation

On 14 March 2012, Venturex Resources Limited, together with its 100% owned Australian subsidiaries (“Venturex Group”) formed a Tax Consolidated Group with an effective date of 1 July 2009. The consolidation allows the transfer of losses and assets between group companies for income tax purposes giving the Venturex Group flexibility to commercially structure its business.

Note 6 - Auditor’s Remuneration

Remuneration of the auditor of the Group Entity for:
- auditing or reviewing the financial report
- taxation services
Note 7 - Loss per Share
(a) Basic and diluted loss per share (cents)
(b) Net loss used in the calculation of basic loss per share and diluted loss
per share
(c)
Weighted average number of ordinary shares outstanding during the
year used in calculating basic loss per share and diluted loss per share
2015
2014
$
$
33,256
42,710
-
2,750
33,256
45,460
2015
2014
(Restated)
(2.67)
(0.30)
($41,379,520)
($4,710,654)
1,547,869,181
1,547,869,181

The Company’s potential ordinary shares are not considered dilutive and accordingly the basic loss per share is the same as the dilutive loss per share.

Note 8 - Cash and Cash Equivalents

Cash at bank
Call deposits
Total cash and cash equivalents
Note 9 - Trade and Other Receivables
Trade and other receivables
Provision for impairment
Total Trade and other receivables
Note 10 - Inventories
Diesel fuel
Total Inventories
Note 11 - Non-Current Assets Classified As Held For Sale
Property, plant and equipment
Total non-current assets classified as held for sale
2015
2014
$
$
556,536
659,329
502,635
500,000
1,059,171
1,159,329
2015
2014
$
$
285,644
988,310
(4,454)
-
281,190
988,310
2015
2014
$
$
-
26,559
-
26,559
2015
2014
$
$
-
840,810
-
840,810

Movements in Carrying Amounts

Movements in carrying amounts for each class of non-current assets classified as held for sale between the beginning and the end of the current financial year.

Total Non-Current Assets Classified as held For Sale
Carrying amount at the beginning of year
Disposals
Transfer from property, plant, and equipment
Carrying amount at the end of year
2015
2014
$
$
840,810
921,890
(840,810)
(86,356)
-
5,276
-
840,810

==> picture [64 x 22] intentionally omitted <==

22

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

In June 2013, the Group Entity entered into discussion with a preferred bidder to sell the Whim Creek Hotel and accommodation units. $100,000 was received as a deposit of which $50,000 is non-refundable should the sale not proceed. The sale was completed in July 2014.

In June 2013, the Group Entity decided to sell a mill which is not currently in use. The sale was completed during the financial year ended 30 June 2014.

Non-recurring fair value measurements

Land classified as held for sale during the reporting period was measured at the lower of its carrying amount and fair value less costs to sell at the time of the reclassification.

Note 12 - Other Assets

Prepayments
Cash backed environmental and rental bonds
Total Other Assets
Note 13 - Property, Plant and Equipment
Property, Plant and Equipment:
At cost
Accumulated depreciation
Total Property, Plant and Equipment
2015
2014
$
$
79,003
77,907
62,231
74,231
141,234
152,138
2015
2014
$
$
(Restated)
2,968,994
3,945,348
(1,308,574)
(1,833,440)
1,660,420
2,111,908

Movements in Carrying Amounts

Movements in carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year.

Total Property, Plant and Equipment
Carrying amount at the beginning of year
Additions
Disposals
Depreciation expense
R&D tax offset received
Transfer to non-current assets classified as held for sale
Write Off
Effects of movement in exchange rate
Carrying amount at the end of year
Property
Carrying amount at the beginning of year
Carrying amount at the end of year
Buildings
Carrying amount at the beginning of year
Depreciation expense
Carrying amount at the end of year
Leasehold Improvements
Carrying amount at the beginning of year
Depreciation expense
Carrying amount at the end of year
Plant and Equipment
Carrying amount at the beginning of year
Additions
Disposals
Depreciation expense
R&D tax offset received
Transfer to non-current assets classified as held for sale
Write Off
Effects of movement in exchange rate
Carrying amount at the end of year
Note 14 – Exploration and Evaluation Expenditure
Exploration & evaluation expenditure
At cost
Accumulated impairment loss
Net carrying value
2015
2014
$
$
(Restated)
2,111,908
2,457,385
-
38,232
(96,386)
(6,276)
(278,410)
(319,736)
(41,075)
(36,516)
-
(5,276)
(33,143)
-
(2,474)
(15,905)
1,660,420
2,111,908
20,000
20,000
20,000
20,000
183,969
255,027
(71,057)
(71,058)
112,912
183,969
7,894
14,596
(6,702)
(6,702)
1,192
7,894
1,900,045
2,167,762
-
38,232
(96,386)
(6,276)
(200,651)
(241,976)
(41,075)
(36,516)
-
(5,276)
(33,143)
-
(2,474)
(15,905)
1,526,316
1,900,045
2015
2014
(Restated)
64,964,176
65,274,278
(41,410,836)
-
23,553,340
65,274,278

==> picture [64 x 22] intentionally omitted <==

23

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

Movements in Carrying Amounts of exploration and evaluation expenditure

Note
Exploration & evaluation expenditure
Balance at the beginning of year
Additions incurred during the year
Disposals incurred during the year
a(i)
Written off
a
Impairment loss
b
R&D tax offset received
Effects of movement in exchange rate
Closing carrying value at the end of year
2015
2014
$
$
(Restated)
65,274,278
67,119,062
1,127,973
2,536,709
(387,500)
-
(676,428)
-
(41,410,836)
(2,446,209)
(374,147)
(1,750,676)
-
(184,608)
23,553,340
65,274,278

The recoverability of exploration & evaluation expenditure is dependent upon further exploration and exploitation of commercially viable mineral deposits.

(a) Write Off

Project
Tenement
Note
Salt Creek
E47/924
i
Mt Satirist
E47/2674
ii
Mt Panorama
P45/2607
iii
2015
2014
574,971
-
91,029
-
10,428
-
676,428
-

i The Company sold a non-core Exploration Tenement E47/924, within the Salt Creek Tenement package on 8 May 2015. The net proceeds were $387,500.

ii The Company surrendered a non-core Exploration Tenement E47/2674, within the Mt Satirist Tenement package on 16 October 2014.

iii The Company surrendered a non-core Exploration Tenement P45/2607, within the Panorama Tenement package on 29 April 2015.

(b) Impairment loss

Following a review of technical, economic and contractual aspects of the following Projects, the Directors of the Group Entity concluded that the carrying values on the following projects were overstated. Therefore the Group Entity impaired $41,410,836 (2014: $2,446,209) previously capitalised exploration and evaluation incurred expenditure as summarised below.

The recoverable amount of the exploration and evaluation expenditure was based on the fair value less costs of disposal, estimated using a non-binding offer received from Orion Finance Group for the sale of the assets on 22 May 2015. The fair value measurement was categorised as a Level 2 fair value.

The impairment has impacted the Australian Exploration operating segments – Refer to Note 23.

Project
Note
Salt Creek
Whim Creek
Sulphur Springs
Brazil
2015
2014
5,910,091
-
2,945,506
-
32,555,239
-
-
2,446,209
41,410,836
2,446,209

Note 15 - Trade and Other Payables

Trade and other payables
Accrued expenses
Insurance premium funding
Deposits received
Total Trade and Other Payables
Note 16 - Provisions
Stamp Duty :
Opening balance at beginning of year
Additional provisions raised during year
Over provision in respect of prior years
Unused amounts reversed
Amounts used
Balance at end of the year
2015
2014
$
$
206,751
276,103
92,903
173,031
31,240
23,936
-
50,000
330,894
523,070
2015
2014
$
$
330,770
330,770
-
-
-
-
-
-
-
-
330,770
330,770

==> picture [64 x 22] intentionally omitted <==

24

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

Venturex Resources Limited
and Group Entities
28 122 180 205
Notes to the Financial
Financi
Year End
Statements
Mine Rehabilitation:
Opening balance at beginning of year
Decrease in the discounted amount arising because of change in
assumptions
Interest Expense
Balance at end of the year
Total Provisions
Current
Non-current
2015
2014
$
$
13,559,249
13,848,305
(2,462,332)
(852,296)
72,821
563,240
11,169,738
13,559,249
330,770
330,770
11,169,738
13,559,249
11,500,508
13,890,019

Stamp Duty Provision

A provision for Stamp Duty has been recognised in relation to the acquisition of Venturex Pilbara Pty Ltd. At 30 June 2015, the Office of State Revenue was still in the process of assessing the Stamp Duty payable.

Mine Rehabilitation

In accordance with State government legislative requirements, a provision for mine rehabilitation has been recognised in relation to the Group Entity’s Whim Creek Mine. A small scale SX-EW has been constructed by a third party and is expected to operate for one to two years. The basis for accounting is set out in Note 1(j).

The fair value of the mine rehabilitation model inputs used are as follows:

2015 2014
Inflation Rate – CPI 1.50% 3.00%
Cash Rate - 3.54%
High Yield Interest Rate 4.20% -
Estimated commencement of outflow First Quarter 2023 First Quarter 2023

Contingent Liability

As part of the acquisition of Venturex Pilbara Pty Ltd, Venturex included as part of the purchase consideration a future payment which is triggered by an announcement of its intention to commence mining operations on any of the tenements held by Venturex or its related bodies corporate, within 100 kilometres of Whim Creek. Venturex will issue such number of shares equal to $3,000,000 divided by the 30 day volume weighted average trading price of the Company’s shares trading on the ASX over the period ending on the day immediately prior to any announcement of the intention to commence mining operations by the Company. This is subject to receipt of all necessary Shareholder approvals, if not obtained; Venturex will instead pay the amount of $3,500,000 cash.

As a result of the Company’s decision to embark on an enhancement programme of the Pilbara Copper-Zinc Project, a definitive date for the commencement of mining is unable to be determined.

Note 17 - Employee Benefits

Note 17 - Employee Benefits
2015 2014
$ $
Annual Leave:
Opening balance at beginning of year 114,420 137,714
Additional provisions raised during year 74,076 92,650
Amounts used (183,094) (115,613)
Effects of movement in exchange rate (2,322) (331)
Balance at end of the year 3,080 114,420
Long Service Leave:
Opening balance at beginning of year 22,553 16,630
Additional provisions raised during year 29,601 10,470
Amounts used (19,546) -
Unused amounts reversed (20,899) (4,547)
Balance at end of the year 11,709 22,553
Total Employee Benefits
Current 3,080 114,420
Non-current 11,709 22,553
14,789 136,973
Note 18 – Capital and Reserves
Note 2015 2014
$ $
Ordinary shares fully paid 18a 86,910,839 86,910,839
Share based payment reserve 18d(i) - 402,763
Foreign Currency Translation Reserve 18d(ii) - (219,930)
86,910,839 87,093,672
(a)
Ordinary Shares fully paid
2015 2015 2014 2014
No. $ No. $
At the beginning of reporting period 1,547,869,181 86,910,839 1,547,869,181 86,918,414
Shares issued during year (i) - - - -
Exercise of Options – Shares issued during the year (ii) - - - -
Transaction costs relating to share issues (iii) - - - (7,575)
At end of the reporting period 1,547,869,181 86,910,839 1,547,869,181 86,910,839

(i) There were no shares issued during the financial year ended 30 June 2015 or 30 June 2014.

(ii) There were no options exercised during the financial year ended 30 June 2015 or 30 June 2014.

(iii) There were no transaction costs relating to share issues during the financial year ended 30 June 2015 (30 June 2014: $7,575).

==> picture [64 x 22] intentionally omitted <==

25

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

(b) Terms and conditions of equity Ordinary Shares

  • Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Group Entity, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.

Ordinary shares entitle their holder to one vote, either in person or by proxy, at a Shareholder meeting of the Group Entity.

Options

Options do not have the right to receive dividends as declared and, in the event of winding up the Group Entity, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.

Options do not entitle their holder to vote at a Shareholder meeting of the Group Entity.

Shares allotted pursuant to an exercise of options shall rank from the date of allotment, equally with existing shares of the Group Entity in all respects.

  • (c) Capital Management Management controls the capital of the Group Entity in order to maintain a good debt to equity ratio, provide the Shareholders with adequate returns and ensure that the Group Entity can fund its operations and continue as a going concern.

The Group Entity’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets. There are no externally imposed capital requirements.

Management effectively manages the Group Entity’s capital by assessing the Group Entity’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to Shareholders and share issues.

There have been no changes in the strategy adopted by Management to control the capital of the Group Entity since the prior year. This strategy is to ensure that the Group Entity’s gearing ratio remains nil/low. The gearing ratios for the year ended 30 June 2015 and 30 June 2014 are as follows:

Total insurance premium funding
Less: cash and cash equivalents
Net debt
Total equity
Total capital
Gearing ratio
2015
2014
$
$
31,240
23,936
(1,059,171)
(1,159,329)
(1,027,931)
(1,135,393)
14,849,164
56,003,270
14,849,164
56,003,270
-
-
  • (d) Nature and purpose of reserves

i) Share based payment reserve;

The share based payment reserve is used to recognise the fair value of options issued but not exercised.

ii) Foreign Currency Translation Reserve

Exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency translation reserve, as described in note 1(b).

Note 19 - Share-Based Payments Reserve

Note 19 - Share-Based Payments Reserve
At beginning of the reporting period
Unlisted Options issued
(i)
Unlisted Options expensed over vesting period
(ii)
Unlisted Options exercised
(iii)
Unlisted Options expiry
(iv)
At end of the reporting period
2015
2014
$
$
402,763
1,081,141
-
23,928
5,484
75,392
-
-
(408,247)
(777,698)
-
402,763
  • (i) Options Granted to Directors or Other Key Management Personnel.

There were no Options issued to Directors or Other Key Management Personnel during the financial year ending 30 June 2015.

2014
Details
02-Dec-13
Issue of options to Directors and
Key Management Personnel
02-Dec-13
Issue of options to Directors and
Key Management Personnel
No.
Fair Market
Value
$
10,000,000
0.002
10,000,000
0.001
20,000,000

Value at
Grant Date
$
To Expense in
2015 (ii)
$
Expensed in
2014
$
16,498
-
16,498
12,914
5,484
7,430
29,412
5,484
23,928

A total of 20,000,000 unlisted options were granted to Directors or other Key Management Personnel during the previous year. 10,000,000 options vest on 2 December 2013 and 10,000,000 vest on 2 December 2014. The value of these options is $29,412, of which $23,928 was expensed during the previous financial year (refer ii for current year expenses).

==> picture [64 x 22] intentionally omitted <==

26

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

(ii) Unlisted Options Granted to Directors or Other Key Management Personnel expensed over vesting period.

2015
Details
02-Dec-13
Issue of options to Directors and
Key Management Personnel
2014
Details
6-Dec-11
Issue of options to Directors and
Key Management Personnel
23-Jul-12
Issue of options to Directors and
Key Management Personnel
No.
Fair Market
Value
$
10,000,000
0.001
10,000,000
No.
Fair Market
Value
$
11,000,000
0.036
10,000,000
0.016
21,000,000

Value at
Grant Date
$
Expensed in
2015
$
12,914
5,484
12,914
5,484

Value at
Grant Date
$
Expensed over
vesting period
$
391,871
27,896
165,086
47,496
556,957
75,392

A total of 11,000,000 unlisted options were granted to Directors and Key Management Personnel during the financial year 2012. 4,400,000 options vested on 6 December 2012 and 6,600,000 vest on 6 December 2013. The value of these options is $391,871, of which $27,896 was expensed during the financial year.

A total of 10,000,000 unlisted options were granted to Directors and Key Management Personnel during the financial year 2013. 4,000,000 options vest on 23 July 2013 and 6,000,000 vest on 23 March 2014. The value of these options is $165,086, of which $47,496 was expensed during the financial year.

  • (iii) Unlisted Options Exercised

There were no unlisted options exercised for the year ended 30 June 2015 or 30 June 2014

(iv) Unlisted Options Expired

Unlisted Options Expired
2015
Expiry Date
Details
5-Dec-14
Expiry of Options – VXRAS
8-Jun-15
Expiry of Options – VXRAK
8-Jun-15
Expiry of Options – VXRAU
8-Jun-15
Expiry of Options – VXRAU
No.
Fair Market
Value
$
(6,000,000)
0.035
(10,000,000)
0.016
(10,000,000)
0.002
(10,000,000)
0.001
(36,000,000)

Value at
Grant Date
$
Expensed over
vesting period
$
213,749
(213,749)
165,086
(165,086)
16,498
(16,498)
12,914
(12,914)
408,247
(408,247)

A total of 6,000,000 unlisted options expired on 5 December 2014. The value of these options is $213,749, of which $213,749 was reversed to accumulated losses during the year ended 30 June 2015.

A total of 10,000,000 unlisted options expired on 8 June 2015. The value of these options is $165,086, of which $165,086 was reversed to accumulated losses during the year ended 30 June 2015.

A total of 10,000,000 unlisted options expired on 8 June 2015. The value of these options is $16,498, of which $16,498 was reversed to accumulated losses during the year ended 30 June 2015.

A total of 10,000,000 unlisted options expired on 8 June 2015. The value of these options is $12,914, of which $12,914 was reversed to accumulated losses during the year ended 30 June 2015.

2014
Expiry Date
Details
28-Nov-13
Expiry of Options – VXRAD
28-Nov-13
Expiry of Options – VXRAD
4-Apr-14
Expiry of Options – VXRAQ
4-Apr-14
Expiry of Options – VXRAS
No.
Fair Market
Value
$
(5,000,000)
0.020
(3,000,000)
0.048
(7,500,000)
0.049
(5,000,000)
0.035
(20,500,000)

Value at
Grant Date
$
Expensed over
vesting period
$
226,181
(226,181)
143,248
(143,248)
230,146
(230,146)
178,123
(178,123)
777,698
(777,698)

A total of 5,000,000 unlisted options expired on 28 November 2013. The value of these options is $226,181, of which $226,181 was reversed to accumulated losses during the year ended 30 June 2014.

A total of 3,000,000 unlisted options expired on 28 November 2013. The value of these options is $143,248, of which $143,248 was reversed to accumulated losses during the year ended 30 June 2014.

A total of 7,500,000 unlisted options expired on 4 April 2014. The value of these options is $230,146, of which $230,146 was reversed to accumulated losses during the year ended 30 June 2014.

A total of 5,000,000 unlisted options expired on 4 April 2014. The value of these options is $178,123, of which $178,123 was reversed to accumulated losses during the year ended 30 June 2014.

==> picture [64 x 22] intentionally omitted <==

27

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

(a) Changes in Share Options for Directors, Key Employees and Options to Acquire Goods and Services during the year are as follows:

2015
Exercise
Price
Expiry
Date
$
Unlisted Options (VXRAS)
0.150
05-Dec-14
Unlisted Options (VXRAK)
0.120
22-Jul-15
Unlisted Options (VXRAU)
0.025
01-Dec-16
Unlisted Options (VXRAU)
0.035
01-Dec-16
2014
Exercise
Price
Expiry
Date
$
Unlisted Options (VXRAD)
0.150
28-Nov-13
Unlisted Options (VXRAQ)
0.150
05-Apr-14
Unlisted Options (VXRAS)
0.150
05-Apr-14
Unlisted Options (VXRAS)
0.150
05-Dec-14
Unlisted Options (VXRAK)
0.120
22-Jul-15
Unlisted Options (VXRAU)
0.025
01-Dec-16
Unlisted Options (VXRAU)
0.035
01-Dec-16
Balance at
beginning of
year
Issued during
the year
Exercised
during the
year
Expired
during the
year
Balance at
end
of year
No.
No.
No.
No.
No.

6,000,000
-
-
(6,000,000)
-
10,000,000
-
-
(10,000,000)
-

10,000,000
-
-
(10,000,000)
-

10,000,000
-
-
(10,000,000)
-
36,000,000
-
-
(36,000,000)
-
Balance at
beginning of
year
Issued during
the year
Exercised
during the
year
Expired
during the
year
Balance at
end
of year
No.
No.
No.
No.
No.
8,000,000
-
-
(8,000,000)
-
7,500,000
-
-
(7,500,000)
-
5,000,000
-
-
(5,000,000)
-

6,000,000
-
-
-
6,000,000
10,000,000
-
-
-
10,000,000

-
10,000,000
-
-
10,000,000

-
10,000,000
-
-
10,000,000
36,500,000
20,000,000
-
(20,500,000)
36,000,000
  • (b) Expenses Arising From Share-Based Payment Transactions

Total expenses (revenue) arising from share-based payment transactions recognised during the year were as follows:

Compensation to Directors & Key
Management Personnel
Compensation to Employees / Former
Directors & Key Management Personnel
2015
2014
$
$
5,484
85,372
-
13,948
5,484
99,320

Note 20 - Operating Leases

Leases as lessee

Non-cancellable operating lease rentals are payable as follows:

- not later than 12 months
- between 12 months and 5 years
- greater than 5 years
2015
2014
$
$
24,441
220,794
1,218
25,659
-
-
25,659
246,453

The Group Entity leases a building in West Perth and office equipment under operating leases.

The building lease runs for a period of 3 years, with an option to renew the lease after that date. Lease payments are subject to either fixed annual reviews (4%) or market reviews.

The office equipment lease runs for a period of 4 years, with an option to renew the lease after that date. Lease payments are fixed for the duration of the lease.

The small appliances lease runs for a period of 5 years, with an option to renew the lease after that date. Lease payments are fixed for the duration of the lease.

During the financial year ended 30 June 2015, $227,322 was recognised as an expense in the profit or loss in respect of operating leases (2014: $206,025).

Note 21 - Capital Commitments

Exploration expenditure commitments

In order to maintain current rights of tenure to exploration tenements, the Group Entity is required to comply with the minimum expenditure obligations under the Mining Act. These obligations have been met, or the appropriate exemptions have been granted. The future obligations which are subject to renegotiation when an application for a mining lease is made and at other times are not provided for in the financial statements. Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:

- not later than 12 months
- between 12 months and 5 years
- greater than 5 years
2015
2014
$
$
1,090,460
1,165,329
-
-
-
-
1,090,460
1,165,329

==> picture [64 x 22] intentionally omitted <==

28

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

Note 22 - Contingencies

The Group Entity’s contingencies are as follows:

  • As part of the acquisition of Venturex Pilbara Pty Ltd, Venturex included as part of the purchase consideration a contingent liability. This is based upon an announcement of the Company’s intention to commence mining operations on any of the tenements held by Venturex or its related bodies corporate, within 100 kilometres of Whim Creek. Venturex will issue such number of shares equal to $3,000,000 divided by the 30 day volume weighted average trading price of the Company’s shares trading on the ASX over the period ending on the day immediately prior to any announcement of the intention to commence mining operations by the Company. This is subject to receipt of all necessary Shareholder approvals. If approval is not obtained, Venturex will instead pay the amount of $3,500,000 cash.

  • As part of the acquisition of Venturex Sulphur Springs Pty Ltd. Venturex included as part of the purchase consideration the grant of zinc off-take rights to Toho Zinc capped at 230,000t of zinc in zinc concentrate from Sulphur Springs (or Venturex’s other Pilbara Operations) on international benchmark terms.

  • As part of the acquisition of Kangaroo Caves M45/587, Venturex included as part of the purchase consideration for the granting of an uncapped royalty of $2.00 per dry metric tonne for any ore mined and processed from the Kangaroo Caves tenement.

The contingencies will only become payable if favourable economic and infrastructure conditions exist to justify the mining and processing of the ore. These conditions are influenced by numerous external factors for which there is no certainty, and therefore, the Group Entity has made no provision in its account for these potential contingent liabilities.

Note 23 - Operating Segments

The full Board of Directors, who are the chief operating decision makers, has identified two reportable segments from a geographical prospective with the mineral exploration segments being Australian and Brazilian segments.

Management assesses the performance of the operating segments based on a measure of exploration and evaluation expenditure for each geographical area. The measure excludes items such as the effects of share based payments expenses, interest income and corporate expenses as these activities are centralised.

2015
Segment revenue
Segment other income
Segment loss
Total segment loss
Inter-segment loss
Net segment loss
Total segment assets
Total segment liabilities
2014
Segment revenue
Segment other income
Segment loss
Total segment loss
Inter-segment loss
Net segment loss
Total segment assets
Total segment liabilities
Australia
Brazil
Total
$
$
$
-
-
-
-
-
-
(40,684,958)
(765,631)
(41,450,589)
-
-
-
(40,684,958)
(765,631)
(41,450,589)


26,695,355
-
26,695,355
(11,846,191)
-
(11,846,191)


Australia
Brazil
Total
$
$
$
(Restated)
(Restated)
-
-
-
-
-
-
(2,086,393)
(2,569,011)
(4,655,404)
-
-
-
(2,086,393)
(2,569,011)
(4,655,404)


70,498,327
55,005
70,553,332
(14,481,778)
(68,284)
(14,550,062)

Reconciliation of segment result to Group net loss before tax is provided as follows:

Net segment loss
Corporate items:
Interest revenue
Other revenue
Employee and Directors; benefits expense
Gain on derecognition of contingent liability
Other income/(expenses)
Net profit/(loss) before tax from continuing operations
2015
2014
$
$
(Restated)
(41,450,589)
(4,655,404)
53,167
969,069
1,071,111
50,000
(1,053,209)
(1,074,318)
-
-
-
(1)
(41,379,520)
(4,710,654)

==> picture [64 x 22] intentionally omitted <==

29

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

Note 24 - Cash Flow Information

Note
(a)
Reconciliation of Cash Flow from Operations
with Comprehensive Income
Loss for the period
Add back depreciation expense
13
Add back impairment loss on trade
receivables
9
Add back interest from other parties
Add back equity issued for nil consideration,
options issued
19b
Add back impairment of area of interest
14
Add back write off of area of interest
14
Add back income from investing activities
Add back re-estimation of rehabilitation
provision
16
Add back unwind of discount on
rehabilitation
16
Add back derecognition of foreign currency
reserve
(Net Gain) Loss on sale of plant & equipment
Add back impairment of plant & equipment
13
Decreases in accounts receivable
Decreases in other current assets
Increases/(Decreases) in accounts payable
Decreases in employee provisions
Cash flow used in operations
2015
2014
$
$
(Restated)
(41,379,520)
(4,710,654)
278,732
319,736
4,454
-
(1,475)
(1,715)
5,484
99,320
41,410,836
2,446,209
676,428
-
-
(1,692,962)
(2,462,332)
(852,296)
72,821
563,240
223,665
-
(754,392)
58,590
33,143
-
702,438
14,032
37,988
728,495
(162,023)
257,444
(121,246)
(17,025)
(1,434,999)
(2,787,586)

(b) Non-Cash Financing and Investing Activities

Share and Option Issues

These are no shares and options issued that are not reflected in the Cash Flow Information for the year ended 30 June 2015 and 30 June 2014.

Note 25 - Controlled Entities

Note 25 - Controlled Entities
Country of Incorporation Percentage Owned (%)*
2015 2014
Company:
Venturex Resources Limited Australia
Subsidiaries of Venturex Resources Limited:
Jutt Resources Pty Ltd Australia 100 100
Juranium Pty Ltd Australia 100 100
CMG Gold Ltd Australia 100 100
CMG Mineração Ltda Brazil - 100
Venturex Pilbara Pty Ltd Australia 100 100
Venturex Sulphur Springs Pty Ltd Australia 100 100
  • Percentage of voting power is in proportion to ownership.

The Company disposed of one subsidiary incorporated in Brazil; CMG Mineração Ltda on 18 May 2015.

Note 26 - Events after the Reporting Period

On 1 July 2015, Mr Ray Parry resigned as an independent Non-Executive Director.

On 1 July 2015, Mr Anthony Reilly and Mr Darren Stralow were appointed as Non-Executive Directors.

There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Group Entity, to affect significantly the operations of the Group Entity, the results of those operations, or the state of affairs of the Group Entity, in future financial years.

Note 27 - Deed of Cross Guarantee

Pursuant to ASIC Class Order 98/1418 (as amended) dated 13 August 1998, the wholly-owned subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and Director’s reports.

It is a condition of the Class Order that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full.

The subsidiary subject to the Deed of Cross Guarantee is CMG Gold Ltd.

CMG Gold Ltd became a party to the Deed of Cross Guarantee on 11 June 2010.

==> picture [64 x 22] intentionally omitted <==

30

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

A consolidated statement of profit or loss and other comprehensive income and consolidated statement of financial position, comprising the Company and controlled entity which is a party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee, for the year ended 30 June 2015 is set out as follows:

Consolidated Statement of Profit or Loss and Other Comprehensive Income for Closed Group

Revenue and Other Income
Administrative expense
Corporate expense
Directors, employees and consultants fee
Exploration and evaluation expense
Closure costs
Impairment/write off of area of interest
Impairment/write off of intercompany investment
Impairment/write off of intercompany receivables
Impairment/write off of trade and other receivables
Impairment/write off of plant and equipment
Finance costs
Gain on derecognition of foreign currency reserve
Loss before income tax
Income tax expense
Loss after income tax attributable to the owners of the company
Other comprehensive income
Items that may be reclassified to profit and loss:
Foreign currency translation differences – foreign operations
Other comprehensive income for the period, net of tax
Total comprehensive loss for the period attributable to owners of the Company
Retained earnings at beginning of year
Share based payment – expiry of options
Restatement on change of accounting policy (see note 1)
Retained earnings at end of year attributable to equity holders of the Company
Consolidated Statement of Financial Position for Closed Group
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other
Total current assets
Intercompany investments
Plant and equipment
Intercompany loans
Exploration and evaluation costs
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Provisions
Employee benefits
Total current liabilities
Non-current liabilities
Provisions
Intercompany loans
Employee benefits
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
2015
2014
$
$
(Restated)
56,795
107,376
(342,110)
(391,178)
(220,534)
(369,858)
(929,084)
(1,052,138)
(398,377)
(117,900)
(135,770)
-
-
(2,446,209)
(16,961,702)
(17,591,532)
(6,385,553)
(2,771,950)
(4,454)
-
(33,143)
-
(1,809)
(1,715)
(223,665)
-
(25,579,406)
(24,635,104)
-
-
(25,579,406)
(24,635,104)
219,930
(215,914)
219,930
(215,914)
(25,359,476)
(24,851,018)
(46,769,194)
(22,375,215)
408,246
777,698
-
(536,573)
(46,360,948)
(22,134,090)
2015
2014
$
$
(Restated)
1,059,171
1,159,329
9,312
981,729
119,107
130,535
1,187,590
2,271,593
1,190,791
18,152,494
38,477
100,613
13,368,651
20,865,677
-
-
14,597,919
**39,118,784 **
15,785,509
41,390,377
259,459
387,907
330,770
330,770
3,080
114,420
593,309
833,097
-
-
210,006
210,249
11,709
22,553
221,715
**232,802 **
815,024
1,065,899
14,970,485
40,324,478
86,910,839
86,910,839
-
182,833
(71,940,354)
(46,769,194)
14,970,485
40,324,478

==> picture [64 x 22] intentionally omitted <==

31

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

Note 28 - Related Party Transactions

Key Management Personnel Compensation

The aggregate compensation made to Directors and Key Management Personnel of the Group Entity is set out below:

Short-term employee benefits
Post-employment benefits
Share-based payments
Termination benefits
2015
2014
$
$
671,556
881,203
35,660
38,699
5,484
85,372
-
-
712,700
1,005,274

Related Party Transactions

Transactions between related parties are on normal commercial terms and conditions and are no more favourable than those available to other parties unless otherwise stated.

  • (a) Ultimate Parent Company

The ultimate parent Company within the Group Entity is Venturex Resources Limited which is incorporated in Australia.

  • (b) Subsidiaries Interests in subsidiaries are set out in Note 25.

(c) Key Management Personnel

Disclosures relating to Key Management Personnel are set out in the Directors Report. There were no loans to Key Management Personnel or other transactions with Key Management Personnel during the year.

  • (d) Loans to/from related parties Venturex Resources Limited repaid $407,816 (2014 Restated: $317,191) to wholly owned subsidiaries.

The loans are unsecured, interest rate free (2014: interest rate free) and repayable on demand. There were no repayments made during the year.

Note 29 - Parent Information

The following details information related to the Company, Venturex Resources Ltd, at 30 June 2015. The information presented here has been prepared using consistent accounting policies as presented in Note 1.

Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Contributed equity
Reserves
Accumulated losses
Total Equity
Profit / (loss) for the year
Other comprehensive income for the year
Total comprehensive income for the year
2015
2014
$
$
(Restated)
1,187,552
2,253,371
14,597,956
53,528,720
15,785,508
55,782,091
593,309
764,812
221,715
232,802
815,024
997,614
86,910,839
86,910,839
-
402,762
(71,940,355)
(32,529,124)
14,970,484
54,784,477
(39,819,476)
(21,955,537)
-
-
(39,819,476)
(21,955,537)

Guarantees Entered into by the Parent Entity in Relation to Debts of its Subsidiaries

The Parent Entity entered into a Deed of Cross Guarantee in relation to the debts of its subsidiaries during the year ended 30 June 2011 (refer to Note 27).

Commitments and Contingent Liabilities

The Parent Entity has commitments in the form of Operating Leases in relation to Office Premises and Office Equipment (refer to Note 20).

The Parent Entity also has a contingent liability as part of the acquisition of Venturex Pilbara Pty Ltd (formerly Straits (Whim Creek) Pty Ltd) of a future payment of $3,000,000 which is triggered by an announcement of its intention to commence mining operations on any of the tenements held by Venturex or its related bodies corporate, within 100 kilometres of Whim Creek (refer to Notes 16 and 22).

Note 30 - Financial Instruments

  • (a) Financial Instruments

The Group Entity's financial instruments consist of cash and cash equivalents, trade and other receivables and trade and other payables.

The Group Entity does not have any derivative instruments at 30 June 2015 (2014: nil).

  • (b) Significant accounting policies

Details of significant accounting policies and methods adopted, including the criteria for recognition, the basis for measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 1 to the financial statements.

  • (c) Financial Risk Management

The main risks the Group Entity is exposed to through its operations are interest rate risk, credit risk and liquidity risk, and exposure to foreign currencies.

==> picture [64 x 22] intentionally omitted <==

32

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

(d) Interest Rate Risk

Interest rate risk is the risk that a financial instruments value will fluctuate as a result of changes in market interest rates. The Group Entity’s interest rate risk primarily arises from cash and cash equivalents and long term deposits held. Risk is managed by regular monitoring of the fluctuations of the interest rates. The effective weighted average interest rate on classes of financial assets and financial liabilities is as follows:

Note
Weighted
Average
Effective
Interest
Rate
2015
Financial Assets:
Cash and cash equivalents
8
1.6%
Trade and other
receivables
9
-
Other assets
12
2.15%
Total Financial Assets
Financial Liabilities:
Trade and other payables
15
Total Financial Liabilities
Note
Weighted
Average
Effective
Interest
Rate
2014
Financial Assets:
Cash and cash equivalents
8
2.5%
Trade and other
receivables
9
Other assets
12
2.5%
Total Financial Assets
Financial Liabilities:
Trade and other payables
15
Total Financial Liabilities
Floating
Interest
Rate
Fixed
Interest
Rate
Within
Year
Fixed
Interest
Rate
1 to 5
years
Fixed
Interest
Rate
Over 5
years
Non-
Interest
Bearing
Total
$
$
$
$
$
$
1,059,171
-
-
-
-
1,059,171
-
-
-
-
281,190
281,190
62,231
-
-
-
-
62,231
1,121,402
-
-
-
281,190
1,402,592
-
-
-
-
330,896
330,896
-
-
-
-
330,896
330,896
Floating
Interest
Rate
Fixed
Interest
Rate
Within
Year
Fixed
Interest
Rate
1 to 5
years
Fixed
Interest
Rate
Over 5
years
Non-
Interest
Bearing
Total
$
$
$
$
$
$
1,159,329
-
-
-
-
1,159,329
-
-
-
-
988,310
988,310
74,231
-
-
-
-
74,231
1,233,560
-
-
-
988,310
2,221,870
-
-
-
-
523,070
523,070
-
-
-
-
523,070
523,070

Interest rate sensitivity analysis

The following table indicates the impact on how profit or loss income and equity values reported at balance date would have been affected by 2% changes in the interest rates. This sensitivity assumes that the movement in a particular variable is independent of other variables:

+/- 2% in interest rates
- Year ended 30 June 2015
- Year ended 30 June 2014
Profit or Loss
Income
Equity
$
$
+/-22,000
-
+/-23,000
+/-23,000

(e) Credit Risk

Credit risk is the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group Entity. The Group Entity is exposed to credit risk via its cash and cash equivalents and trade and other receivables. To reduce risk exposure for the Group Entity's cash and cash equivalents, it places them with high credit quality financial institutions.

The Group Entity has analysed its trade and other receivables below. Trade and other receivables disclosed below have been impaired by $4,454 (2014: Nil).

Note
2015
Trade and other receivables
9
2014
Trade and other receivables
9
0-30 days
30-60
days
60-90
days
90+day
Total
281,190
-
-
-
281,190
983,732
-
-
4,578
988,310

==> picture [64 x 22] intentionally omitted <==

33

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Notes to the Financial Statements

(f) Liquidity Risk

The Group Entity is exposed to liquidity risk via its trade and other payables. Liquidity risk is the risk that the Group Entity will encounter difficulty in raising funds to meet the commitments associated with its financial liabilities. Responsibility for liquidity risk rests with the Board who manage liquidity risk by monitoring undiscounted cash flow forecasts and actual cash flows provided to them by the Group Entity's Management at Board meetings to ensure that the Group Entity continues to be able to meet its debts as and when they fall due. Contracts are not entered into unless the Board believes that there is sufficient cash flow to fund the additional activity. The Board considers when reviewing its undiscounted cash flows forecasts whether the Group Entity needs to raise additional funding from the equity markets.

The Group Entity has analysed its trade and other payables below based on their expected maturities.

Note
2015
Trade and other payables
15
2014
Trade and other payables
15
0-30
days
30-60
days
60-90
days
90+
days
Total
318,244
12,650
-
-
330,894
419,879
72,391
-
30,800
523,070

(g) Exposure to Foreign Currency risk

The Group Entity is exposed to foreign currency risk on purchases that are denominated in a currency other than the AUD. The currency giving rise to this risk is primarily the Brazilian Real (BRL). The Group Entity’s currency risk primarily arises through fluctuation in foreign exchange rates, particularly the US dollar and the BRL. Risk is managed by regular monitoring of the fluctuations in exchange rates, and by managing budget and cash flow process.

The Group Entity currently does not hedge against foreign currency gains or losses.

The Group Entity’s exposure to foreign currency risk was as follows, based on notional amounts:

The Group Entity’s exposure to foreign currency risk was as follows, based on notional amounts:
Note
Trade and other receivables and other assets
Trade and other payables
Gross statement of financial position exposure
2015
2014
$
$
-
-
-
(51,274)
-
(51,274)
  • (h) Fair Values

All financial assets and liabilities recognised in the Statement of Financial Position, whether they are carried at cost or fair value, are recognised at amounts that represent a reasonable approximation of fair value unless otherwise stated in the applicable notes.

Note 31. Fair Value of Financial Instruments

(a) Recurring fair value measurements

The Group does not have any financial instruments that are subject to recurring or non-recurring fair value measurements.

(b) Fair values of financial instruments not measured at fair value

Due to their short-term nature, the carrying amounts of current receivables and current trade and other payables is assumed to equal their fair value.

Note 32. Fair Value of Options Granted

The fair value at grant date is determined using a Black-Scholes option pricing model which takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, and the risk free interest rate for the term of the option.

The weighted average model inputs used for options granted during the period included:

2015 2014
Weighted average exercise price Nil $0.025 & $0.035
Weighted average life of the option Nil 3 years
Underlying share price Nil $0.005
Expected share price volatility Nil 105%
Risk free interest rate Nil 3.54%
Expected dividend yield Nil Nil

The expected share price volatility is based on the Group Entity's historic volatility since listing in April 2007.

A summary of options granted, and a summary of options outstanding at the end of the year are detailed in Note 19.

==> picture [64 x 22] intentionally omitted <==

34

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Directors’ Declaration

The Directors of the Company declare that:

  1. the financial statements and notes, as set out on pages 10 to 34, are in accordance with the Corporations Act 2001 and :

  2. (a) comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

  3. (b) give a true and fair view of the financial position as at 30 June 2015 and of the performance for the year ended on that date;

  4. the Chief Executive Officer and Chief Finance Officer have each declared that:

  5. (a) the financial records of the Company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;

  6. (b) the financial statements and notes for the financial year comply with the Accounting Standards; and

  7. (c) the financial statements and notes for the financial year give a true and fair view.

  8. (d) at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in note 27 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 27.

  9. (e) Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

  10. in the Directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

==> picture [191 x 61] intentionally omitted <==

JOHN NITSCHKE Interim CEO

Dated this 30th day of September 2015

==> picture [64 x 22] intentionally omitted <==

35

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

==> picture [79 x 30] intentionally omitted <==

INDEPENDENT AUDITOR’S REPORT

To the members of Venturex Resources Limited

Report on the Financial Report

We have audited the accompanying financial report of Venturex Resources Limited, which comprises the consolidated statement of financial position as at 30 June 2015, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Stat ements, that the financial statements comply with International Financial Reporting Standards .

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than for the acts or omissions of financial services licensees

==> picture [64 x 22] intentionally omitted <==

36

==> picture [79 x 31] intentionally omitted <==

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Venturex Resources Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.

Opinion

In our opinion:

  • (a) the financial report of Venturex Resources Limited is in accordance with the Corporations Act 2001 , including:

  • (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its performance for the year ended on that date; and

  • (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and

  • (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Emphasis of matter

Without modifying our opinion, we draw attention to Note 1 in the financial report, which indicates the existence of a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business.

Report on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2015. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Opinion

In our opinion, the Remuneration Report of Venturex Resources Limited for the year ended 30 June 2015 complies with section 300A of the Corporations Act 2001 .

BDO Audit (WA) Pty Ltd

==> picture [83 x 80] intentionally omitted <==

Jarrad Prue

Director

Perth, 30 September 2015

==> picture [64 x 22] intentionally omitted <==

37

Venturex Resources Limited and Group Entities 28 122 180 205

Financial Report for the Year Ended 30 June 2015

Supplementary Information

The following Supplementary Information is provided as at 23 September 2014:

EQUITY SECURITIES HOLDER INFORMATION

Ordinary Shares

1,547,869,181 quoted fully paid ordinary shares (VXR). All ordinary shares carry one vote per share.

Distribution of Fully Paid Ordinary Shares No of Holders No of Units **% of Issued Capital **
1 - 1,000 69 3,748 0.000
1,001 – 5,000 26 101,420 0.007
5,001 – 10,000 83 697,870 0.045
10,001 – 100,000 530 24,652,587 1.593
100,001 –99,999,999,999 466 1,522,413,556 98.355
TOTAL **1,174 ** **1,547,869,181 ** 100.000

761 Shareholders held less than a marketable parcel (<$500) of ordinary fully paid shares based on the current market price ($0.004 – 23-9-2014).

Twenty Largest Holders of Ordinary Fully Paid Shares Twenty Largest Holders of Ordinary Fully Paid Shares No of Shares
1. REGENT PACIFIC GROUP LIMITED 518,103,930 33.472
2. NORTHERN STAR RESOURCES LIMITED 199,689,768 12.901
3. HENGHOU INDUSTRIES(HONG KONG)LIMITED 113,967,184 7.363
4. GREENRIDGE HOLDINGS PTY LTD 43,411,851 2.805
5. ARGONAUT EQUITY PARTNERS PTY LIMITED 38,315,702 2.475
6. J P MORGAN NOMINEES AUSTRALIA LIMITED 37,391,030 2.416
7. UBS WEALTH MANAGEMENT AUSTRALIA NOMINESS PTY LTD 31,097,648 2.009
8. MAINPLAY PTY LTD 27,725,455 1.791
9. AFM PERSEUS FUND LIMITED 22,786,617 1.472
10. GJ RISHWORTH & AH IRAWATI 20,500,000 1.324
11. ANTHONY MILES REILLY 18,000,001 1.163
12. CITICORP NOMINESS PTY LIMITED 17,995,076 1.163
13. DOVE NOMINEES PTY LTD 15,518,055 1.003
14. CHEYNES BEACH FINANCE PTY LTD 12,000,000 0.775
15. OGDEN GROUP PTY LTD 11,900,000 0.769
16. ANTHONY WILLIAM KIERNAN 11,848,182 0.765
17. BRIAN & MARY FEATHERBY 11,227,999 0.720
18. CLARK SUPERANNUATION FUND PTY LTD 10,210,199 0.660
19. HSBC CUSTODY NOMINEES(AUTRALIA)LIMITED 10,003,020 0.640
20 HEATHER MOLINIA 9,960,000 0.640
1,181,651,717 76.340

Substantial Shareholders

The names of substantial Shareholders who have notified the Company in accordance with Section 671B of the Corporations Act are:

are:
**Beneficial Owner ** *No of Shares **
*% **

Date
Regent Pacific Group Limited 518,103,930
33.472

4/06/2013
Northern Star Resources Limited 199,689,768
12.901

4/06/2013
Henghou Industries (Hong Kong) Limited 96,433,771
6.718

19/04/2013
  • Figures as reported on the last Substantial Shareholder notice received by the Company.

SHAREHOLDER ENQUIRIES

All Shareholder queries (including Holding Details, Change of Address, Change of Name and Consolidation of Shareholder should be directed to the Share Registry:

Advanced Share Registry Tel: (61 8) 9389 8033 110 Stirling Highway Fax: (61 8) 9389 7871 Nedlands WA 6009

==> picture [64 x 22] intentionally omitted <==

38

==> picture [200 x 67] intentionally omitted <==