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JAMESON RESOURCES LIMITED Annual Report 2016

Aug 31, 2016

65152_rns_2016-08-31_158b1b99-23f0-4131-b36a-0222b477adeb.pdf

Annual Report

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Jameson Resources Limited (ACN 126 398 294 )

Annual Report

For the Year Ended 30 June 2016

Annual Report 2016

Jameson Resources Limited

CONTENTS

Corporate Directory 2
Chairman’s Letter 3
Directors’ Report 4
Auditor’s Independence Declaration 28
Consolidated Statement of Profit or Loss and Other Comprehensive Income 29
Consolidated Statement of Financial Position 30
Consolidated Statement of Cash Flows 31
Consolidated Statement of Changes in Equity 32
Notes to the Financial Statements 33
Directors’ Declaration 58
Independent Auditor’s Report 59
Corporate Governance Statement 61
Additional Shareholder Information 69
Schedule of Mineral Tenements 71

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Annual Report 2016

Jameson Resources Limited

CORPORATE DIRECTORY

Jameson Resources Limited is an Australian listed exploration company focused on the development of its Canadian based coal projects. Its holdings are located in British Columbia, being the Crown Mountain and Dunlevy projects. For more details visit www.jamesonresources.com.au.

The Company was established in 2007, and its headquarters are in West Perth, Western Australia. Current relevant information is as follows:

DIRECTORS

Mr T. Arthur Palm (Acting Chairman and Chief Executive Officer)

Mr Jeff Bennett (Non-Executive Director)

Mr Steve van Barneveld (Non-Executive Director)

COMPANY SECRETARY

Ms Suzie Foreman

REGISTERED OFFICE

Jameson Resources Limited Suite 5

62 Ord Street WEST PERTH WA 6008 Telephone: + 61(8) 9200 4473 Facsimile: + 61(8) 9200 4463

NWP Coal Canada Ltd Suite 800, 1199 West Hastings St Vancouver, BCV6E 3TS Telephone: +1(604) 629 8605

AUDITORS

HLB Mann Judd (WA Partnership) Level 4 130 Stirling Street PERTH WA 6000

SHARE REGISTRAR

Security Transfer Registrars 770 Canning Highway APPLECROSS WA 6153 Telephone: + 61(8) 9315 2333

SECURITIES EXCHANGE LISTING

Australian Securities Exchange (Home Exchange: Perth, Western Australia) Code: JAL

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Annual Report 2016

Jameson Resources Limited

CHAIRMAN’S LETTER

Dear Shareholder,

I am honoured to present the Jameson Resources Limited Annual Report for the year ended 30 June 2016.

Jameson continues to progress our flagship Crown Mountain coking coal project in southeast British Columbia, Canada. Major milestones were achieved in the pre-application phase of the Environmental Assessment (“EA”) process.

As the coking coal market shows increasing signs of recovery, we continue to position Crown Mountain to take advantage when the time is right. This positioning is balanced against the need to conserve cash, and as such, activities at Crown Mountain will continue in a measured manner in fiscal 2017.

In northeast British Columbia, provincial action in creating a Caribou reserve resulted in Jameson losing coal exploration applications on our Peace Reach, Graham River, and Carbon East properties; our Dunlevy metallurgical coal project was not affected by this action.

Jameson remains financially strong: the Company had no debt and $1.9 million in cash and equivalents at year-end.

Going forward we shall maintain the strategy adopted last year: continue to advance Crown Mountain at a measured pace while conserving cash on hand. This includes completing the Application Information Requirements (“AIR”) portion of the EA process, to capture and document all work and consultations performed to-date.

As part of our cash conservation efforts, management has taken voluntary reductions in compensation, and I would like to thank my fellow Directors Jeff Bennett and Steve van Barneveld not only for their sacrifice in that area, but for their valuable and continuing guidance and leadership of the Company during this difficult environment

While Jameson remains a pure coking coal company, management will continue to evaluate other opportunities that present themselves from time-to-time, both in and outside of our primary commodity.

The strength in Jameson lies in its dedicated shareholders, broadly skilled management, and despite the market weakness of the past 2 years, its strategic position in the key long term market for steel-making coal.

==> picture [89 x 45] intentionally omitted <==

Art Palm Chairman and CEO 1 September 2016

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Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT

The directors of Jameson Resources Limited (“Jameson” or “the Company”) submit herewith the financial report of the Company and its subsidiaries for the financial year ended 30 June 2016. In order to comply with the provisions of the Corporations Act 2001, the directors’ report is as follows:

1. DIRECTORS

The names and details of the Company’s directors in office during or since the financial year end until the date of the report are as follows. Directors were in office for the entire period unless otherwise stated.

Mr T. Arthur Palm (Chief Executive Officer and Chairman) Mr Jeff Bennett

Mr Steve van Barneveld

INFORMATION ON DIRECTORS

T. Arthur Palm Chairman and Chief Executive Officer Qualifications B.S. Mining Engineering, MBA Length of Service 7 years: Director appointment - 12 August 2009

Experience Mr Palm is a professional mining engineer with 40 years of mining related operational experience, including responsibilities in open-pit and underground coal mining in North America. Mr Palm held management positions at several major coal companies during his career and founded and operated consulting company Mencon LLC prior to joining Jameson in 2009. He has extensive experience in exploration, property evaluation, mine and plant design, mine and plant operations, and corporate governance.

Jeff Bennett Non-Executive Director Qualifications BComm CPA Length of Service 9 years: Director appointment – 5 July 2007 Experience Mr Bennett has over 20 years’ experience in the resource, transport, IT and service industries. Mr Bennett has held senior financial positions at CSC, UXC Ltd., Intermoco Ltd, Simoco Pacific, BHP, and Shell. His experience extends to corporate finance, capital markets, acquisitions and divestments and risk management.

Special Responsibilities Remuneration and Nomination Committee member

Steve van Barneveld Non-Executive Director Qualifications B Min-Tech (Hons 1) Length of Service 2 years: Director appointment 21 February 2014 Experience Mr van Barneveld is a process engineer with over 29 years of experience in the mining services sector, a significant portion of which was spent with Sedgman Limited, a leading international designer and builder of coal handling and processing plants, where he served as COO and oversaw a period of significant growth and international expansion. Steve has extensive experience in asset development, design, construction, and operations management. Mr. van Barneveld is based in Brisbane.

Special Responsibilities Remuneration and Nomination Committee member

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Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

INFORMATION ON DIRECTORS (Continued)

Directorships of other listed companies

Directorships of other listed companies held by directors currently and in the 3 years immediately before the end of the financial year are as follows:

Name Company Period of directorship
T. Arthur Palm - -
Jeff Bennett KneoMedia Limited 20 May 2008 - current
Steve van Barneveld - -

COMPANY SECRETARY

The following person held the position of company secretary during and at the end of the financial year:

Ms Suzie Foreman

Ms Foreman is a Chartered Accountant with over 20 years of experience within the UK and Australia. Ms Foreman has 11 years combined experience with a Big 4 and a boutique accounting firm specialising in the areas of audit, advisory and corporate services. Ms Foreman has extensive skills in the areas of financial and management reporting, due diligence and ASX corporate compliance. Ms Foreman is a director of Athena Corporate Pty Ltd and has been involved in the listing of numerous exploration companies on the ASX, AIM and OTC markets and assisted in corporate matters including capital raising, acquisitions, divestments, finance, joint ventures and corporate governance.

2. CORPORATE STRUCTURE

Jameson Resources Limited is a public company listed on the ASX (Code: JAL) and is incorporated and domiciled in Western Australia. Jameson Resources Limited and its wholly owned subsidiaries NWP Coal Canada Ltd and Dunlevy Energy Inc. are collectively referred to as Jameson, or the Group, as the context requires. In 2015 the Company wound up its Australian subsidiary entity NWPC Pty Ltd and all overseas entities are now held directly by Jameson Resources Limited, the parent entity.

3. PRINCIPAL ACTIVITIES

The principal activity of the Group during the financial year was advancing the Company’s Crown Mountain Coking Coal project. Management has also been evaluating other opportunities that have presented themselves from time-to-time, both in coal and other commodities.

There were no significant changes in the nature of the Group’s principal activities during the financial year.

4. OPERATING RESULTS

The loss, after tax, attributable to the Group for the financial year ended 30 June 2016, amounted to $2,289,315 (2015: $5,024,488)

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Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

5. DIVIDENDS PAID OR RECOMMENDED

The directors do not recommend the payment of a dividend in respect of the financial year and no amount has been paid or declared by way of a dividend since the start of the financial year to the date of this report.

6. SIGNIFICANT CHANGES IN STATE OF AFFAIRS

There were no significant changes in the state of affairs of the Company during the financial year.

7. REVIEW OF OPERATIONS

Jameson Resources Ltd (“Jameson” or “the Company”) is focused on the exploration of strategic coal projects in western Canada. The Province of British Columbia (location of the Company’s two projects – see Figure 1) benefits from world-class railways, deep water ports, and skilled labour and services.

During the financial year ended 30 June 2016, the Company made significant progress advancing its flagship project, Crown Mountain, into the pre-application phase of the Environmental Assessment (“EA”) process. This is a major first step in ultimately pursuing permitting for an open pit coal mine.

A Prefeasibility Study (PFS) on Crown Mountain was completed by Norwest Corporation of Calgary Canada (“Norwest”) in August 2014. That study resulted in an outstanding result for Crown Mountain and reinforced the Company’s decision to fast-track Crown Mountain into the EA process. Full results of the PFS were published in Jameson’s 2014 Annual Report, repeated in the 2015 Annual Report, and presented in summary form herein. Several favourable economic factors have emerged since the PFS was completed. For example, the lower exchange rate between the Canadian and US dollar creates a significant reduction in forecast opex (in USD). Too, labour and equipment costs have declined. These factors are discussed more in the pages that follow.

No work was performed on the Dunlevy project in northeast British Columbia. Also in the northeast, the Company saw exploration applications cancelled on three projects (Graham River, Peace Reach, and Carbon East) due to the province creating several Caribou reserve areas. Jameson had not planned near or intermediate term work on any of the three cancelled projects.

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Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

==> picture [400 x 354] intentionally omitted <==

Figure 1: Project Locations

British Columbia

Elk Valley Coal Field - Crown Mountain Coking Coal Project

Location and Tenure

The Crown Mountain project (“Crown Mountain” or “the Project”) is located within the Elk Valley coal field in south eastern British Columbia. Along with the Crowsnest coal field, this region is home to five of Canada’s producing coal mines. These five coal mines produce over 22 million tonnes per annum of quality coking and thermal coal, representing a significant majority of Canada’s total coal exports. It is important to note that all five of these mines continued to operate during the currently depressed market for coking coal. This is contrary to the status of most other export coal mines in Canada, and is a testament to the lower cost operating structure, and higher coal quality, in the Elk Valley.

Crown Mountain sits in the heart of this region in close proximity to two significant coking coal mines, Line Creek which is 12km to the north, and Elkview which is 8km to the southwest. The Project includes five granted coal licenses (418150, 418151, 418152, 418153 and 418154) covering an area of 2,588 hectares (Table 1), and one application (975 hectares). All licenses are in good standing and held in the name of NWP Coal Canada Ltd, a wholly owned subsidiary of Jameson.

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Jameson Resources Limited

DIRECTORS' REPORT (Continued)

Name License
Number
Status Area (Ha) Rent
North Block 418150 Granted 334 $2,338
South Block 418151 Granted 1,001 $7,007
West Crown 418153 Granted 251 $1,757
Southern Ext 418154 Granted 835 $5,845
Crown East 418152 Granted 167 $1,169
Northwest Ext 418430 Application 975 $6,825
TOTAL 3,563 $24,941

Table 1: Crown Mountain Coal License Summary Table Note: First year rents are pre-paid, annual rents are due starting one year after tenure is granted.

Exploration

Jameson successfully completed its inaugural exploration program at Crown Mountain in 2012. The program was undertaken by independent contractor Norwest and included geological mapping, trenching and reverse circulation drilling. Drilling was performed in three phases across the project area with the majority of the drill holes confined to the North and South Blocks. The final phase of drilling, which focused on the previously untested Southern Extension, was concluded on 19 November 2012. In total, the program included forty reverse circulation drill holes ranging in depth from 62m to 231m (average 143m) for an advance of 5,707m.

Consultant Norwest Corporation (Norwest) completed a compliant Resource Report and Preliminary Economic Assessment (PEA) in early 2013 based on the 2012, and historical, exploration results. Those reports indicated Crown Mountain to be a project of merit, leading to additional exploration in the summer of 2013.

The 2013 exploration program was focused on two objectives: (a) acquire significant bulk samples to determine coal quality at Crown Mountain, and (b) perform additional drilling to verify the geologic model and explore the extents of the coal deposit. Both objectives were accomplished. The 2013 program was completed ahead of schedule and under budget.

The 2013 program was targeted specifically at the North and South Blocks, which contain measured and indicated resources. The Southern Extension area, containing only inferred resources, was excluded. However, it should be noted that Jameson and its consultants believe the Southern Extension displays significant potential to expand on the area targeted by the 2013 program and subsequent PFS.

No drilling activities were conducted at Crown Mountain during the 2015 or 2016 reporting periods. However, Jameson applied for and received an additional exploration permit for Crown Mountain in November 2014. In July 2015 Jameson was granted an extension of the expiration date for all Crown Mountain exploration permits to 2018 and drilling activities can be initiated anytime over the next 2 years without the need for additional permitting. Approved exploration permits include the North and South Blocks, and the promising Southern Extension area. Despite not drilling, the Company did continue several exploration/environmental related studies during the 2015-2016 period.

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Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

Resources

In March 2014 Norwest provided the resource estimate shown in Table 2, under the guidelines of NI43101 and JORC 2012.

RESOURCE AREA Measured
(Mt)
Indicated
(Mt)
Measured &
Indicated
(Mt)
Inferred
(Mt)
Measured,
Indicated &
Inferred (Mt)
North Block 8.0 6.0 14.0 0 14.0
South Block 60.9 0 60.9 0 60.9
Southern Extension 0 0 0 23.7 23.7
TOTAL 68.9Mt 6.0Mt 74.9Mt 23.7Mt 98.6Mt
Table 2: Crown Mountain Resource 2014 (Effective March 11, 2014)

Note: Data for Table 2 was prepared in accordance with provisions of NI 43-101 and presented above in accordance with the JORC Code (2012 Edition), Clause 26. Refer ASX announcement 14 March 2014.

The Resource Estimates were made from a 3D computer-based geologic model constructed by Norwest using MineSight® software, an internationally recognized application for geologic modelling and resource estimation. The Coal Resource estimate in Table 2 was based on the following inputs and parameters:

  • Forty reverse circulation (“RC”) drill holes (totaling 5,707m) completed by Jameson in 2012 plus the 7 large drill core (“LDC”) and 6 RC holes completed in 2013

  • Eighteen rotary holes drilled in 1969 by Crows Nest Industries and 1979 by Shell Canada

  • Data collected from twelve trenches and thirty nine outcrop points by Jameson in 2012

  • Data collected by Crows Nest Industries and Shell Canada during 1979-1981 via trenching and bulk sampling

  • Historical geological mapping

  • 20:1 incremental cut-off strip ratio

  • Minimum minable seam thickness of 0.5m

  • Maximum non-separable parting thickness of 0.5m

Note - The 20:1 incremental cut-off is prescribed by NI43-101 to determine the definable open pit / surface mineable extent of the resource. It does not reflect the average strip ratio which could be economically mined.

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Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

Reserves

The PFS identified 55.8 million Run of Mine (ROM) tonnes as a coal reserve, of which 49.7 million tonnes are classified as Proven and 6.1 million tonnes as Probable. These reserves are presented in the following Table 3.

Area ASTM
Group
Run of Mine Coal Reserves Run of Mine Coal Reserves Run of Mine Coal Reserves Run of Mine Coal Reserves
(Ktonnes)
Proven Probable
COKING PCI COKING PCI
North Pit Bituminous 7,252 756 4,907 1,192
East Pit 3,563 461 0 0
South Pit 31,784 5,914 0 0
Sub-Total 42,599 **7,131 ** **4,907 ** **1,192 **
Total Proven & Probable 49,730 6,099
Total 55,829

Table 3 – Run of mine surface mineable reserve summary (ktonnes)(as at May 31, 2014)

There has been no additional formal work performed on resources or reserves since the completion of the PFS; the above reserves are based on the costs and coal sales prices assumed in the PFS.

Coal Quality

The largest information gap identified in the early 2013 Norwest work was coal quality. That issue was addressed during the summer 2013 exploration program.

Norwest has concluded the Crown Mountain product will compare favourably with the best hard coking coals in Canada.

Coal quality results were published in the 2014 Annual Report; no additional coal quality work has been performed since that time.

Preliminary Economic Assessment and Project De-Risking

In April 2013 Norwest completed a Preliminary Economic Assessment (“PEA”) for the Crown Mountain project. The PEA identified certain risk areas (Table 4) associated with the project. Mitigation measures were identified in the 2014 and 2015 Annual Reports and are updated in the table below for activities conducted in 2016:

RISK CATEGORY PEA RISK DISCUSSION
(2013)
MITIGATION MEASURES POST PEA
(CURRENT)
Market Risk While the Norwest economics are based
on pricing forecasts from reputable and
respected
sources,
there
is
no
guarantee these forecasts will prove
accurate.
The
pricing
environment
for
the
Company’s target product, hard coking
coal, has been difficult and the risk
associated with coal markets remains a
factor.
Jameson
is
evaluating
alternatives to the PFS that have the
potential to lower operating and capital
costs. No formal revisions to the PFS
assumptions have been made at this
time.

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Jameson Resources Limited

DIRECTORS' REPORT (Continued)

RISK CATEGORY PEA RISK DISCUSSION MITIGATION MEASURES POST PEA
Coal Quality A definitive understanding of coal quality
at Crown Mountain is dependent upon
further
exploration,
including
the
collection and analysis of bulk samples.
Jameson
intends
to
conduct
the
required work in summer 2013.
The 2013 exploration program and
subsequent extensive coal analysis
routines have removed much of the risk
associated with coal quality at Crown
Mountain. Evaluation of bulk samples
has allowed third parties to state with
confidence that the primary Crown
Mountain product is a hard coking coal
that will compare favourably with the
other high quality Canadian coals. In
2015 and 2016 Jameson explored the
potential for contract mining which would
allow
multiple
pits
to
be
mined
concurrently, with the resulting blended
product showing potential for higher
overall
revenues
over
life-of-mine
(versus the PFS). These discussions
are ongoing.
Plant Yield As with coal quality, plant yield has not
yet been defined. Project economics
are highly sensitive to plant yield. While
the range of yield examined in the PEA,
40-60%, is believed to be reasonable,
there is no guarantee actual yield will fall
into this range. The proposed summer
drilling program is designed to evaluate
what plant yields can be expected.
The large amount of bulk sample
collected in the summer of 2013 allowed
the Company to conduct extensive
washability testing on single seam
samples and coal blends. As a result,
plant yield is now well understood.
Specific yields have been predicted by
Norwest, ranging from a high of 59
percent in the North Block to a low of 48
percent in the South Block. The PFS
estimated average plant yield of 52
percent compares to a range of 40-60
percent predicted in the PEA. Work
performed in 2015 and 2016 suggests
potential exists to improve plant yield by
employing
more
selective
mining
practices in the pit: further evaluation of
this item is required.

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Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

RISK CATEGORY PEA RISK DISCUSSION MITIGATION MEASURES POST PEA
Environmental Any
mining
operation
must
be
engineered and operated to meet
existing
environmental
standards,
including but not limited to air and water
quality. While the summer exploration
program will collect additional data on
critical environmental parameters (ie:
selenium, ARD, etc), Jameson is not in
a position at this time to accurately
determine the cost of environmental
compliance
or
the
government’s
reaction to what environmental and
mining permits Jameson may in the
future submit.
Environmental compliance has become
a growing concern in the Elk Valley due
to approval of the Elk Valley Water
Quality Plan, and rising local interest in
issues
such
as
wildlife
migration
corridors. The Company is sensitive to
these issues, and their potential effect
on the Crown Mountain mine plan.
Jameson and its consultants initiated
several
exploration/environmental
programs over the past three years.
These include continuation of periodic
surface water quality sampling, ground
water analysis, wildlife studies, aquatic
studies, climate data collection, and
plant studies. These studies were
performed concurrent with the Company
submitting initial documents in 2015
required to enter the pre-application
phase of the Environmental Assessment
(EA)
permitting
process.
In
2016
Jameson made significant progress in
this regard. Work continues in this area,
and environmental risks remain.
Port At this time, it appears likely that port
capacity will exist once Crown Mountain
commences operation. However, there
are several other coal projects under
evaluation in western Canada which
also contemplate export. Jameson does
not at this time hold a contract for port
capacity (a topic that will be considered
should apositive PFS occur).
The Port situation will not be resolved
until Jameson reaches a point where a
contract can be executed. At this time,
due to mine closures and project delays,
there appears to be ample port capacity
available. This is a dynamic process
and Jameson will remain focused on this
item.

Table 4: PEA Risk Areas and Mitigation Measures

The de-risking of Crown Mountain has been a high priority for Jameson and continues to progress.

Currency and Exchange Rates

The exchange rate assumed in the PFS was 0.92 USD per CAD. This rate was estimated by Norwest based on then current economic conditions and publicly available data from various sources.

At the time this Annual Report was published, the exchange rate is approximately 0.77 USD per CAD.

There is a significant effect associated with this change: at a rate of 0.77 USD per CAD, all else being equal, the PFS-projected operating FOB costs drop from US$100.38/tonne life of mine to US$84.01. The initial 4 years of project operation would average US$74.19 versus the PFS figure of US$88.64. Of note, the current benchmark price for coking coal has risen this year from US$81 to US$92 per tonne.

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Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

Mining and Processing

The mining method selected for Crown Mountain in the PFS is open pit. Mining equipment includes excavators, front end loaders, and haul trucks, supported by dozers, backhoes, and blasthole drills. This type of equipment is typical for Elk Valley mining operations and includes equipment specific to selective mining in certain thinner seams present on the property. The vast majority (90%) of overburden removal is projected to require blasting.

The mine plan has been sequenced to extract the low strip ratio North block first, followed by the smaller East block (a subset of the South block, but a distinctly higher quality and discrete mine pit) and ultimately the large South block.

Mined ROM coal is hauled from the pit to a de-rocking device (rotary breaker or equivalent) where some of the larger size out-of-seam dilution is removed.

Washed coal will be conveyed down the mountain (3 km) and then trucked approximately 9 km to a stockpile/loadout area where the product will ultimately be loaded via 16,000 tonne capacity silo onto railcars on a new rail loop to be located adjacent to Canadian Pacific’s (“CP”) existing common-user railway. The loadout facility includes silo storage with a batch weigh bulk loading system for accurate load control and freight cost management.

The PFS contemplated a company-owned and operated facility.

Due to the ongoing downturn in the coking coal market, contract miners have become more available and more competitive. Indeed, large amounts of contract mining equipment and labour are either underutilized or completely idle. Jameson believes there is substantial potential upside by employing contract mining at Crown Mountain:

  • Capital costs would be significantly reduced.

  • Operating costs may be reduced due to employing an experienced skilled workforce from mine startup.

  • Multiple pits could be operated simultaneously, allowing blending to occur. The PFS demonstrated that blending North and South Pit coal results in greater overall coal revenues than mining each pit separately.

Infrastructure

The Project is located in an infrastructure-rich area. Teck operates a total of five coking coal mines in the Elk Valley and general vicinity; two of these operations are south of Crown Mountain and three are north. As a result, mainline rail, power, and supporting communities are all nearby.

The towns of Sparwood, Elkford, Fernie, and Crowsnest Pass will be the source of the Crown Mountain work force and house numerous mining-related service industries.

Figure 2 displays the proposed (PFS) project footprint and infrastructure.

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Jameson Resources Limited

DIRECTORS' REPORT (Continued)

==> picture [455 x 359] intentionally omitted <==

Figure 2: Crown Mountain Project Infrastructure

Transport

Once loaded onto rail, carrier CP will transport the coal to either Westshore Terminals (“Westshore”) near Vancouver or to Ridley Terminals (“Ridley”) near Prince Rupert, where it will be loaded into ships. Westshore, at a distance of approximately 1,200 km, is the terminal of choice for Crown Mountain coal with a PFS-estimated transportation cost (combined rail and port) of US$32.20/tonne.

It is assumed Westshore will have available capacity when the first coal from Crown Mountain is available to be shipped. Several Westshore customers have reduced volumes shipped through the port, and concurrently, Westshore is in the midst of a capacity expansion.

As an alternative, Norwest also evaluated shipping the longer distance to Ridley (at a combined US$46.92/tonne transportation cost, which translates to US$39.27 at today’s exchange rate). With two rail carriers involved (CP and Canadian National), additional costs have been included for interchange. There are no significant capacity constraints with either of the railway carriers, and there is currently an abundance of capacity available at Ridley.

All clean coal production from Crown Mountain is assumed to be exported. Coal is sold FOB vessel.

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DIRECTORS' REPORT (Continued)

Coal Quality and Product Mix

Based on assumptions employed by Norwest in the PFS, the clean coal product mix is estimated as:

Hard Coking coal 84% PCI coal 16%

Norwest has stated the North Block hard coking coal should be equal to the best hard coking coal exported from Canada and will thus command near benchmark pricing. The South Block hard coking coal product has been discounted to reflect certain parameters that are not as attractive as the North Block counterpart; there is the potential for this evaluation to change if additional coal quality exploration is performed on the South Block.

Blending of North and South Block coals, evaluated during the extensive lab testing performed on core, shows potential to increase life-of-mine revenue and will be investigated by Jameson moving forward. Blending was not part of the optimization process for the PFS, and thus a potential for upside exists in this area. As discussed previously, contract mining allows the option of blending to be utilized.

Coal Pricing

The PFS assumed coal sales prices of US$170/tonne for North Pit (US$151 for South Pit) hard coking coal and US$113/tonne for PCI product. An increase of approximately 12 percent was assumed for post 2020 sales.

Adjusted for the current 0.77 exchange rate, the US$170 and US$113 sales prices would be US$142 and US$95 respectively to achieve the same economic result (all other PFS factors unchanged) as shown in the PFS.

The current hard coking coal benchmark price of US$92/tonne is considerably below the adjusted PFSassumed figures, even though the market recovery has seen prices increase approximately 14 percent thus far in 2016. Current market trends point toward a continued recovery which is required to realize the economic returns contained in the PFS.

Environmental Issues

The PFS and ongoing pre-application Environmental Assessment (EA) effort have significantly added to the Company’s understanding of environmental issues at Crown Mountain. Importantly, with the Project located in an area populated by operating coal mines, the environmental factors are relatively well defined.

One of the major environmental issues in the Elk Valley relates to metal leaching and its effect on water quality. In particular selenium (and to a lesser degree cadmium, calcite, and other items) has reached elevated levels in the Elk River watershed. As a result, the province formed a task force headed by Teck that resulted in the Elk Valley Water Quality Plan which is now part of the government’s permit review process. Mitigation and control methodologies to address these issues have played a large role in the conceptual design of the Crown Mountain spoil piles and the use of wash plant reject to systematically “cap” spoil areas to reduce water infiltration. The Company is committed to utilize environmental best practices across the entire operation and will closely monitor actions by other local mines and emerging technologies during the course of mine design and construction. The ability of Jameson to effectively demonstrate maintaining effective water quality will be a key in the government’s decision regarding a mine permit application.

Jameson installed multiple ground water monitoring stations in 2013 and collects data on an on-going basis. Norwest has evaluated that information and utilized the results to address issues such as pit dewatering and groundwater contamination. The PFS does not anticipate any material environmental challenges associated with groundwater.

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DIRECTORS' REPORT (Continued)

Several permits must be acquired by the Company before mine construction can commence. To continue assessing the viability of Crown Mountain as a project, and ultimately apply for these permits, significant study must be performed on areas such as wildlife, water quality, air quality, archaeological issues, etc. Many of these studies were completed in 2015 and 2016, The Company formally entered the pre-application phase of the EA process in 2015 and achieved several milestones during 2016, including:

  • The Valued Components Document (“VCD”) was submitted to the province, followed by a 30day public comment period. A near-final version of the VCD is now under government review, with acceptance expected during the September quarter.

  • The Application Information Requirements (“AIR”) are also under government review, with acceptance expected during the September quarter, or early in the December quarter. The AIR is a comprehensive document describing how an Application for an Environmental Assessment Certificate will be prepared for Crown Mountain, and will be the guidance to Jameson moving forward.

  • Baseline monthly water sampling has now switched to quarterly, resulting in a 67 percent cost reduction.

  • The weather station has been disassembled and placed in storage, resulting in the elimination of related monitoring and data uplink charges.

First Nations, Governmental, and Third Party Issues

Crown Mountain is located in traditional First Nations territory. Specifically, both the Ktunaxa and Shuswap bands claim such traditional use. Jameson has been in contact with these organizations and has established a policy of close cooperation and communication moving forward. First Nations are intimately involved in the mine permitting process through the referral and commenting procedures established between First Nations and provincial government. It is incumbent on the province and in turn Jameson to understand and address the issues brought forth by First Nations.

In addition to First Nations, there are governmental and private entities that have certain interests with respect to land use that can be expected to participate in the permitting process through referral and comment. Such entities include, but are not limited to, local governing authorities and special use organizations such as recreational clubs, etc.

Jameson continued to build upon its First Nations and governmental relationships during 2016 through multiple meetings with each interested party.

A recent event in the Elk Valley is creation of a Cumulative Effects Management Framework (CEMF) task force. CEMF was formed to develop a model by which to evaluate the effect of existing, expanded, and new mining operations on the environment. The mandated deadline by the province of British Columbia for completion of the draft model is March 2017. Jameson requested, and was granted, membership on the task force. CEMF is an important process that will guide governmental evaluation and review of Crown Mountain.

All mining and coal processing activities, including refuse and spoil disposal, will occur on land either now controlled or under application by Jameson. The water supply, access and haulage roads, and preferred rail loop/loadout site are on property controlled by one or more third parties.

16

Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

It was assumed in the PFS that the necessary access and surface disturbance rights will be acquired without major issue. Since the PFS was issued, Teck acquired a large tract of land from a local timber company. The acquisition was intended by Teck to be an offset to land disturbance associated with their expansion of the Line Creek Mine, and Teck refers to this area as “conservation lands”. Although Crown Mountain’s mine and plant lie on Crown land, the proposed haulroad, silo, and rail loop are on Teck property along with portions of the power line and natural gas pipeline. Jameson is in discussions with Teck to allow this infrastructure to be located on Teck land. While it is management’s goal to gain Teck’s approval and construct the project as planned, it is possible some components of infrastructure may have to be modified or relocated.

Capital and Operating Costs

Start-up capital expenditure to support the mining and processing operation has been estimated in the PFS to be US$339.7 million if no leasing or contract mining is employed. Leasing major equipment reduces that figure to US$220.8 million, and US$123.1 million if the plant is also leased.

Since the PFS was issued, significant capacity cutbacks have occurred industry-wide, freeing up large amounts of suitable used equipment. Jameson believes the potential exists for Crown Mountain to be built for substantially lower capital cost, with or without employing contract mining.

Capacity cutbacks have also freed up skilled labour: staffing reductions have occurred not only in coal, but oil sands operations as well. The current labour market is more favourable than assumed in the PFS, and Jameson sees potential for cost reductions and productivity improvements as a result.

While no formal third-party studies were performed in this area during the reporting period, the Company will continue to evaluate capex and opex cost reductions as the project moves forward, with a view to incorporate any improvements into a Definitive Feasibility Study at the appropriate time.

Peace River Coal Field - Dunlevy Project

Dunlevy is located in the northwest extension of the Peace River coal field district of northeast British Columbia. Several major mines and mining prospects are located in this area. Due to its early stage, no complaint coal resources have been determined at this time.

Dunlevy is approximately 90 km from Fort St. John, a regional commercial centre. All weather roads and good quality secondary roads link the project to Fort St. John and Chetwynd, where Canadian National Railway service can be accessed. The rail leads to the Westshore, Neptune and Ridley coal terminals with Ridley being the most appropriate (lowest transportation cost) option. There is also potential to reduce transportation costs by utilising the large man-made Williston Lake bordering the property to transport coal by barge to rail access.

Jameson currently has 2 approved coal exploration licenses as shown in Table 5 below:

Name License
Number
Status Area (Ha) Rent
Dunlevy 418441 Granted 1,146 $8,022
Dunlevy 418442 Granted 1,388 $9,716
TOTAL 2,534 $17,738

Table 5: Dunlevy Coal License Summary Table

Note: First year rents are pre-paid, then annual rents are due starting one year after tenure is granted.

17

Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

Cancellation of 5 pending exploration license applications by the British Columbian government in 2015 limited the potential scale of the Dunlevy project should it be ultimately developed.

In view of the action by the MEM and the current state of the coal market, Jameson determined that it was not in the Company’s best interest to proceed any further at this time, choosing instead to devote available funds to Crown Mountain. As Jameson did not complete any work on Dunlevy during the year, please refer to the 2015 Annual Report for information on project details.

Annual rent on the exploration licenses has been paid and the project remains in good standing.

Based upon the current discontinuation of activities on Dunlevy, the Company has elected to write down the value of the project to nil (including the value of the goodwill on the acquisition of the project). The value of the write down will total approximately $1.4 million for the current year.

Peace River – Regional Projects (Graham River, Carbon East, Peace Reach)

The Company did not plan to perform any activity on these projects during the reporting period, as they were, at the start of the year, still in application status. In January 2016 Jameson was notified by the province that, to protect Caribou habitat, a series of Coal Land Reserves (“CLR”) was being created. Mining activity in CLRs is prohibited, thus the outstanding applications were cancelled by the government and Jameson’s prepaid rent deposit of approximately C$130,000 was returned to the Company. The Company wrote off the carrying value of $676,000 in respect of the Peace River applications at the half year, and at the year end this is shown now net of the C$130,000 rent refund, being $533,359.

Table 6 presents details on the now-cancelled applications.

Name License
Number
Status Area (Ha) Rent
Graham River 417739 Application 3,480 $24,360
Graham River 417740 Application 4,350 $30,450
Graham River 417741 Application 3,625 $25,375
Carbon East 417727 Application 2,674 $18,718
Peace Reach 417743 Application 4,568 $31,973
TOTAL **18,697 ** $130,876

Table 6 – Regional Projects - Coal License Summary Table (CAD)

Corporate

On 28 July 2015, the Company issued 100,000 fully paid ordinary shares upon conversion from a holder of the Exchangeable Shares issued in NWP Coal Canada which were issued to the original Dunlevy vendors. A total of 500,000 NWP Coal Canada preferred shares remain as exchangeable on a one for one basis into Jameson Resources Limited fully paid ordinary shares. These expire on 13 December 2016.

18

Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

8. COMPETENT PERSONS STATEMENTS

Mineral Reserves, Prefeasibility Study Results, and Dunlevy Coal Quality Results

The information in this Annual Report relating to the Mineral Reserve Estimate and Pre Feasibility Study Results of the Company’s Crown Mountain Coal Project are extracted from the ASX Release entitled “Prefeasibility study confirms Crown Mountain coking coal project will enjoy outstanding economics” announced on 11 August 2014 and is available to view on the ASX website (ASX:JAL) and the Company's website. Dunlevy coal quality results are extracted from the ASX Release entitled “First Dunlevy Coal Quality Tests Point to High Yields and Low Ash Content” announced on 17 October 2014 and available on both the ASX and Company websites. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements and that all material assumptions and technical parameters underpinning the reserve estimates and prefeasibility study results in the relevant market announcements continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement.

Mineral Resource

The information in this Annual Report relating to the Mineral Resource estimate on the Company’s Crown Mountain Coal Project is extracted from the ASX Release entitled “Positive Property-Wide Coal Quality, Crown Mountain Coking Coal Project” announced on 14 March 2014 and is available to view on the ASX website (ASX:JAL) and the Company's website. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and that all material assumptions and technical parameters underpinning the resource estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement.

9. AFTER BALANCE DATE EVENTS

On 26 July 2016, the Company received a full refund ($35,000) plus interest of $777, of its reclamation bond on the Dunlevy project.

On 30 August 2016, 1,300,000 Performance Rights C and 1,300,000 Performance Rights D, expired unvested. On 31 August 2016, 2,000,000 options exercisable at $0.20 expired, unexercised.

No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

10. MEETINGS OF DIRECTORS

The number of directors’ meetings held during the financial year each director held office, and the number of meetings attended by each director is as follows:

Directors Meetings Directors Meetings Remuneration and Nomination
Committee
Remuneration and Nomination
Committee
Director Number held
and Eligible to
Attend
Meetings
Attended
Number held
and Eligible to
Attend
Meetings
Attended
T. Arthur Palm 4 4 - -
Jeff Bennett 4 4 1 1
Steve van Barneveld 4 4 1 1

The Company does not have a formally constituted audit committee as the board considers that the Company’s size and type of operation do not warrant such a committee at this point in time.

19

Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

11. FUTURE DEVELOPMENTS

Jameson is focusing its efforts on the development of the Crown Mountain project in Western Canada. Work on the Dunlevy project has been suspended and will be reviewed periodically in light of market conditions and company priorities. Management will also evaluate other opportunities that may present themselves from time-to-time, both in coal and other commodities.

Further details are contained in the Review of Operations Section above.

12. ENVIRONMENTAL ISSUES

The Group’s operations are subject to significant environmental regulations in Western Canada in respect of its mining exploration activities.

The Company is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all regulations when carrying out any exploration work. The directors of the Company are not aware of any breaches of environmental regulations for the year covered by this report.

The directors have considered the National Greenhouse and Energy Reporting Act 2007 (the NGER Act) which introduces a single national reporting framework for the reporting and dissemination of information about the greenhouse gas emissions, greenhouse gas projects, and energy use and production of corporations. At the current stage of development, the directors have determined that the NGER Act will have no effect on the Company for the current or subsequent financial year. The directors will reassess this position as and when the need arises.

13. REMUNERATION REPORT (Audited)

This report outlines the remuneration arrangements in place for the Key Management Personnel of the Company for the financial year ended 30 June 2016. The information provided in this remuneration report has been audited as required by Section 308(3C) of the Corporations Act.

The remuneration report details the remuneration arrangements for Key Management Personnel who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any Director (whether executive or otherwise) of the parent company, and includes the executives in the Group receiving the higher remuneration.

Key Management Personnel

The following are classified as Key Management Personnel:

  • T. Arthur Palm (Chief Executive Officer and Acting Chairman)

  • Jeff Bennett (Non-Executive Director)

  • Steve van Barneveld (Non-Executive Director)

  • Suzie Foreman (Chief Financial Officer and Company Secretary)

There are no other Key Management Personnel.

Remuneration Policy

The remuneration policy of Jameson Resources Limited has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component, which is assessed on an annual basis in line with market rates and offering specific longterm incentives based on key performance areas affecting the Group’s financial results. The long term incentive plan based upon project milestones in respect of both the Dunlevy and Crown Mountain projects expired on 30 August 2016. This has not been replaced by an alternative plan at this stage pending an improvement in market conditions which will allow equity based remuneration to be aligned with a longer term business strategy.

20

Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

13. REMUNERATION REPORT (Audited and Continued)

Remuneration Process - The Role of the Board

The board’s policy for determining the nature and amount of remuneration for board members and senior executives of the Group is delegated to the Remuneration Committee, which considers all remuneration matters for executives, non-executives and senior personnel and makes recommendations to the Board.

The Remuneration Committee

The Remuneration Committee reviews executive compensation arrangements annually by reference to the Group’s performance, executive performance, the executive’s roles and responsibilities and benchmarks this for each executive against salary information from peer group companies in comparable industry sectors and other listed companies in similar industries. The Remuneration Committee will assess the appropriateness of the nature and quantum of emoluments of such officers by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team. The remuneration committee reports its recommendations to the Board for final determination.

In determining competitive remuneration rates, the Board also seeks independent advice if required on local and international trends among comparative companies and industry generally.

Executives and Key Management

All executives receive a base salary (which is based on factors such as length of service and experience) and statutory superannuation (if eligible).

The Nomination Committee and Remuneration Committee must disclose whether or not the relevant annual performance evaluations have been conducted. The Remuneration Committee oversaw a performance evaluation of the CEO during the year. This evaluation was based on criteria, including the business performance of the Company and whether strategic objectives in terms of project development were being achieved.

Key Performance Indicators

At this stage of the Company’s development it does not have in place formal key performance indicators (KPIs). However, the Board held meetings at least quarterly during the year where it reviewed reports prepared by the CEO which outlines progress in key areas such as project development against specified milestones, business development and finance.

Whilst the Remuneration Committee recommended executive 2016/7 salaries be retained at 2014 levels this was considered in light of continuous voluntary reductions taken by the Chief Executive Officer Mr Art Palm, who has recognised a requirement to reduce administration costs on all levels. Mr Palm has taken voluntary reductions totalling $US79,000 for the year, and these are budgeted to continue from 40% to 60% of gross salary and above for the forthcoming year, assuming conditions remain unchanged.

The Board previously endorsed the issue of performance rights for directors and senior executives as a means to meeting strategic performance targets associated with the Company’s projects development. The current performance incentives expired on 30 August 2016 and have not been replaced by an alternative plan at this stage until market conditions improve and the scheme can be aligned with a longer term overall strategy.

The Board encourages directors to hold shares in the Company. The Company has a Share Trading Policy which directors and employees are required to comply with. Mr Palm acquired 600,000 fully paid ordinary shares during the year via on market purchases.

All remuneration paid to directors and executives is valued at the cost to the Company and expensed. Performance Rights are valued upon reference to the share price on the date the right is granted, and brought to account over the vesting period, based upon the assessment of the probability of the vesting milestone at each reporting period

21

Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

13. REMUNERATION REPORT (Audited and Continued)

Non-Executive Directors

The board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. Whilst the board recommended non-executive fees be retained at 2014 levels, Mr van Barneveld and Mr Bennett both took voluntary pay reductions of $15,000 for the financial year, and these are set to continue with increased reductions for the forthcoming year, assuming conditions remain unchanged.

The maximum aggregate amount of fees that can be paid to non-executive directors is currently at $250,000 as approved by shareholders at an Annual General Meeting. Fees for non-executive directors are not linked to the performance of the Group. However, to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the Company.

Mr Bennett holds shares in the Company and Mr Van Barneveld acquired 318,755 shares on market during the financial year. There is no award plan for non-executive directors.

Performance based remuneration

The Company currently has no short term performance based remuneration component built into director and executive remuneration packages. Given current market conditions and cash constraints, the Remuneration Committee do not believe this would be appropriate. During the financial year ended 30 June 2016, no cash based bonuses were paid to Key Management Personnel.

Voting and Comments at the Company’s 2015 Annual General Meeting

The adoption of the Remuneration Report for the financial year ended 30 June 2015 was put to the shareholders of the Company at the Annual General Meeting held on 12 November 2015. The Company received 84% of the vote, of those shareholders who exercised their right to vote, in favour of the remuneration report for the 2015 financial year. The resolution was passed without amendment on a show of hands. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration policies.

Employment contracts of key management personnel

The Company’s Chief Executive Officer, Art Palm is the only member of Key Management Personnel employed on a full time basis. His terms are formalised in a service agreement, a summary of which is set out below.

Name Employing
Company
Contract
Duration
Termination Notice
period by Company
Termination
Notice Period by
Executive
T. Arthur Palm Jameson
Resources
Limited
2 years 6 months (without
cause).
6 months

Non-Executive Directors

All non-executive directors were appointed by a letter of appointment. Directors can retire in writing as set out in the Constitution.

22

Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

13. REMUNERATION REPORT (Audited and Continued)

(a) Compensation of Key Management Personnel

Remuneration of Key Management Personnel is set out below.

SHORT-TERM BENEFITS SHORT-TERM BENEFITS SHORT-TERM BENEFITS POST EMPLOYMENT POST EMPLOYMENT EQUITY-BASED BENEFITS EQUITY-BASED BENEFITS TOTAL
Salary &
Fees
$
Cash
Bonus
$
Non-
Monetary
$
Super-
annuation
$
Terminatio
n Benefits
$
Performance
Rights
$
%
Performance
Rights of Total
Remuneration
$
Directors
T. Arthur Palm – ActingChairman,and Chief Executive Officer#
2016
2015
270,706
289,291
-
-
-
-
-
-
-
-
-
-
-
-
270,706
289,291
Jeff Bennett – Non-Executive Director
2016
2015
30,000
37,500
-
-
-
-
-
-
-
-
-
-
-
-
30,000
37,500
Steve van Barneveld – Non-Executive Director+
2016
2015
30,000
51,813
-
-
-
-
2,850
3,681
-
-
-
-
-
-
32,850
55,494
Specified Executive
Suzie Foreman – CompanySecretary †
2016
2015
52,154
62,583
-
-
-
-
-
-
-
-
-
-
-
-
52,154
62,583
Total Remuneration
2016
2015
382,860
441,187
-
-
-
-
2,850
3,681
-
-
-
-
-
-
385,710
444,868

Mr Palm received US$196,000 in 2016 and US$238,500 in 2015 versus his contracted compensation of US$275,000. The reduced remuneration resulted from voluntary pay reductions of US$79,000 (2015: US$36,500) Mr Palm agreed to take during the year. The lower AU/US exchange rate in 2016 has translated into a relatively higher AU conversion shown in the remuneration table above.

† Athena Corporate Pty Ltd, a company Ms Foreman has an interest in, receives fees from Jameson Resources Limited for corporate, accounting and company secretarial services on normal commercial terms. These are included in the remuneration above.

  • During the year BC Resources Developments Pty Ltd, a Australian based company of which Mr S van Barneveld is a member received nil (2015: $13,063) as consulting fees for Mr van Barneveld’s technical services. These services were provided outside of director duties performed, and were provided on normal commercial terms. The fees have been included as part of director’s remuneration above.

(b) Equity holdings

All equity dealings with directors have been entered into with terms and conditions no more favourable than those that the Company would have adopted if dealing at arms’ length. The relevant interests of each director in share capital at the date of this report are as follows:

Movement in option holdings of key management personnel

2016
T Arthur Palm
Jeff Bennett
Steve van Barneveld
Suzie Foreman
Balance at
01.07.15
Granted as
Remuneration
Exercised
Bought &
(Sold/lapsed)
Balance at
resignation
Balance at
30.06.16
Total
Vested at
30.06.16
Total
Exercisable
at 30.06.16
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

23

Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

13. REMUNERATION REPORT (Audited and Continued)

(b) Equity holdings (continued)

Movement in option holdings of key management personnel (continued)

2015
David Fawcett(i)
T Arthur Palm
Jeff Bennett
Steve van Barneveld
Suzie Foreman
Balance at
01.07.14
Granted as
Remuneration
Exercised
Bought &
(Sold/lapsed)
Balance at
resignation
Balance at
30.06.15
Total
Vested at
30.06.15
Total
Exercisable
at 30.06.15
-
-
-
-
-
-
-
-
83,333
-
-
(83,333)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
83,333
-
-
(83,333)
-
-
-
-

(i) Resigned 31 December 2014

Movement in shareholdings of key management personnel

2016
T Arthur Palm
Jeff Bennett
Steve van Barneveld
Suzie Foreman
2015
David Fawcett
T Arthur Palm
Jeff Bennett
Steve van Barneveld
Suzie Foreman
Balance at
01.07.15
Granted as
Remuneration
Conversion of
Performance
Rights
On Exercise
of Options
Bought &
(Sold) (i)
Balance at
resignation
Balance at
30.06.16
1,350,000
-
-
-
600,000
-
1,950,000
737,500
-
-
-
-
-
737,500
-
-
-
-
318,755
-
318,755
-
-
-
-
-
-
-
2,087,500
-
-
-
918,755
-
3,006,255
Balance at
01.07.14
Granted as
Remuneration
Conversion of
Performance
Rights
On Exercise
of Options
Bought
& (Sold)
Balance at
resignation(ii)
Balance at
30.06.15
100,000
-
-
-
-
100,000
n/a
1,350,000
-
-
-
-
-
1,350,000
737,500
-
-
-
-
-
737,500
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,187,500
-
-
-
-
100,000
2,087,500

(i) 75,000 shares are held in the van Barneveld Share Trust, an entity in which Mr Barneveld is a beneficiary.

(ii) Total on date of resignation – Resigned 31 December 2014

Movement in Performance Rights of key management personnel

2016
T Arthur Palm
Jeff Bennett
Steve Van Barneveld
Suzie Foreman
Balance at
01.07.15
Granted as
Remuneration
Conversion
of
Performance
Rights
Bought &
(Cancelled
/expired)
Balance at
30.06.16
Vested &
exercisable at
30.06.16
3,000,000
-
-
(1,000,000)
2,000,000
-
900,000
-
-
(300,000)
600,000
-
-
-
-
-
-
-
-
-
-
-
-
-
3,900,000
-
-
(1,300,000)
2,600,000
-

24

Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

13. REMUNERATION REPORT (Audited and Continued)

(b) Equity holdings (continued)

Movement in Performance Rights of key management personnel (continued)

2015
David Fawcett(i)
T Arthur Palm
Jeff Bennett
Steve Van Barneveld
Suzie Foreman
Balance at
01.07.14
Granted as
Remuneration
Conversion
of
Performance
Rights
Bought &
(Cancelled
/expired)
Balance at
30.06.15
Vested &
exercisable at
30.06.15
-
-
-
-
-
-
3,000,000
-
-
-
3,000,000
-
900,000
-
-
-
900,000
-
-
-
-
-
-
-
-
-
-
-
-
-
3,900,000
-
-
-
3,900,000
-
  • (i) Total on date of resignation – Resigned 31 December 2014

(c) Performance Rights issued as Part of Remuneration

During the financial year ended 30 June 2016, no Performance Rights were issued as part of remuneration. On 31 August 2015, 1,300,000 Class B Performance Rights expired unvested and unconverted.

At the Company’s Annual General Meeting held 13 December 2011, the shareholders approved the issue of 10,400,000 Performance Rights to the Directors of the Company. Refer to note 13(b) above for individual quantities held by each KMP.

The Performance Rights entitle the holder to fully paid ordinary shares in the Company (“Shares”), subject to the satisfaction of the vesting condition set out below, each Performance Right vests to one Share.

Subsequent to the year end, the remaining 2.6 million performance rights expired unvested.

Terms of Performance Rights

Class of
Performance
Right
Total
Number on
Issue
Number
Vested
Performance Condition* Expiry Date
A Converted 2,600,000 Delineation of an initial NI 43-101 / JORC compliant
coal resource of 10 million tonnes on the Crown
Mountain Project
30 August 2014
B Expired - Delineation of an initial NI 43-101 / JORC compliant
coal resource of 10 million tonnes on the Dunlevy
Coal Project
30 August 2015
C 1,300,000 - On the completion of a positive bankable feasibility
study that could reasonably serve as the basis for
the Board to recommend a decision to commence
commercial production in respectof eitherof the
Crown Mountain Project and the Dunlevy Coal
Project
30 August 2016
D 1,300,000 - On the completion of a positive bankable feasibility
study that could reasonably serve as the basis for
the Board to recommend a decision to commence
commercial productionin respect of both of the
Crown Mountain Project and the Dunlevy Coal
Project
30 August 2016
**Total ** 2,600,000

*For vesting conditions to be obtained the holder is required to remain an employee of the Company until three (3) months after the completion of the performance Conditions detailed above.

25

Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

13. REMUNERATION REPORT (Audited and Continued)

(c) Performance Rights issued as Part of Remuneration (continued)

Performance Rights Movement During the Year

There were no movements in the Performance Rights during the year ended 30 June 2016.

(d) Loans to key management personnel

No loans were made to key management personnel of the Company during the financial year or the prior corresponding period.

(e) Other transactions and balances with key management personnel

Other than as stated above, there have been no other transactions with key management personnel during the year.

(f) Compensation Options: Granted and vested during and since the financial year ended 30 June 2016

During and since the financial year ended 30 June 2016 (2015: nil), no compensation options were granted or vested to directors.

(g) Performance income as a proportion of total income

No performance based bonuses have been paid to key management personnel during the financial year. The CEO took a voluntary pay reduction of $107,138 (USD $79,000) for the fiscal year. Each non-executive took voluntary pay reductions of approximately AUD $15,000 for the fiscal year.

END OF REMUNERATION REPORT

14. DIVERSITY

The Company believes that the promotion of diversity on its Board and within the organisation generally is good practice and is committed to managing diversity as a means of enhancing the Company’s performance. There are currently no women on the Company’s board or filling senior management positions within the Company, however the contract Company secretary is female. The Company (as set out in the Diversity Policy, (which is contained on the Company’s website) will focus on participation of women on its Board and within senior management and has set measurable objectives for achieving gender diversity. Current key focus for achieving gender diversity is a requirement for each pool of candidates for vacant positions to include at least one female candidate. This objective was not met during the year as no vacant positions were identified.

15. SHARES UNDER OPTION OR ISSUED ON EXERCISE OF OPTIONS

At the date of this report unissued ordinary shares of the Company under option are:

Expiry Date Exercise Price Number of Shares
30 September 2016 $0.16 14,300,000

No ordinary shares have been issued as a result of the exercise of options during the financial year.

Interests in shares, options, performance rights and exchangeable shares of the Company.

The following relevant interests in shares and options of the Company or a related body corporate were held by the directors as at the date of this report.

26

Annual Report 2016

Jameson Resources Limited

DIRECTORS' REPORT (Continued)

15. SHARES UNDER OPTION OR ISSUED ON EXERCISE OF OPTIONS (continued)

Directors Number of
Shares
Number of
Options
Number of
Performance
Rights (i)
T. Arthur Palm
Jeff Bennett(a)
Steve van Barneveld(b)
1,950,000
-
-
737,500
-
-
393,755
-
-
3,081,255
-
-

(a) Hixon Pty Ltd, an entity controlled by Jeff Bennett holds 737,500 shares in the Company.

(b) 100,000 shares are held by The van Barneveld Share Trust, an entity related to Steve van Barneveld. (i) Expired on 30 August 2016

16. INDEMNIFYING OFFICERS OR AUDITOR

In accordance with the constitution, except as may be prohibited by the Corporations Act 2001 every officer, auditor or agent of the Company shall be indemnified out of the property of the Company against any liability incurred by him in his capacity as Officer, auditor or agent of the Company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal.

The Company currently has a directors’ and officers’ liability insurance in place. A total premium of $16,000 has been paid for the cover period from 31 January 2016 to 31 January 2017. Under the terms of the policy, the Company is covered for a limit of up to $5 million in aggregate against loss by reason of a wrongful act by the directors and officers during the period of insurance. No excess fee is payable for loss from such claims. The Company is also insured for the reimbursement of any payment by the Company following a successful defence of any wrongful act committed or alleged to have been committed by a Director or Officer of the Company during the period of Insurance, to the extent that the Company has agreed to indemnify them against such a loss.

17. PROCEEDINGS ON BEHALF OF COMPANY

No person has applied for leave of Court to bring proceedings on behalf of the Company or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of these proceedings.

The Company was not a party to any such proceedings during the year.

18. AUDITOR’S INDEPENDENCE DECLARATION

The lead auditor’s independence declaration for the year ended 30 June 2016 has been received and can be found on page 28 of the annual report and forms part of this director’s report.

19. NON-AUDIT SERVICES

No non-audit services were provided by the Company’s auditors during the year.

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

==> picture [106 x 37] intentionally omitted <==

T Arthur Palm Chief Executive Officer Dated this 1[st] day of September 2016

27

Annual Report 2016

Jameson Resources Limited

==> picture [169 x 71] intentionally omitted <==

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the consolidated financial report of Jameson Resources Limited for the year ended 30 June 2016, I declare that to the best of my knowledge and belief, there have been no contraventions of:

  • a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

  • b) any applicable code of professional conduct in relation to the audit.

==> picture [113 x 50] intentionally omitted <==

Perth, Western Australia 1 September 2016

M R W Ohm Partner

HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (WA Partnership) is a member of International, a worldwide organisation of accounting firms and business advisers.

28

Annual Report 2016

Jameson Resources Limited

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the Year Ended 30 June 2016

Note
Revenue
2(a)
Employee benefits expense
2(b)
Corporate and compliance fees
Consultancy expense
Administration expenses
Depreciation and amortisation
2(b)
Interest and finance expenses
Business development expenses
Other expenses
Foreign exchange translation gain
Impairment of exploration expenditure
2(b)
Exploration costs expensed
Loss before income tax
Income tax benefit
4
Net loss for the year
Other comprehensive income
Items that may be reclassified to profit and loss
Exchange differences on translation of foreign
operations and net investment
Other comprehensive income/(loss) for the
year
Total comprehensive (loss) for the year
Basic loss per share (cents per share)
19
Consolidated
Year Ended
30 June 2016

$
37,258
(182,992)
(156,815)
(15,198)
(30,541)
(8,309)
(13,910)
(22,370)
(70,170)
(24,112)
(1,898,209)
(9,586)
(2,394,954)
105,639
(2,289,315)
(188,452)
(188,452)
(2,477,767)
(1.09)
Consolidated
Year Ended
30 June 2015
$
16,834
(213,905)
(187,364)
(159,802)
(127,539)
(13,501)
(9,165)
-
(150,315)
64,709
(4,574,036)
-
(5,354,084)
329,596
(5,024,488)
840,147
840,147
(4,184,341)
(2.49)

The accompanying notes form part of these financial statements.

29

Annual Report 2016

Jameson Resources Limited

STATEMENT OF FINANCIAL POSITION As at 30 June 2016

Note
ASSETS
CURRENT ASSETS
Cash and cash equivalents
5
Trade and other receivables
6(a)
Other assets
7
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Other receivables
6(b)
Deferred exploration and evaluation expenditure
8
Plant and equipment
9
Other assets
7
TOTAL NON CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
10
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
11(a,c)
Reserves
12
Accumulated losses
13
TOTAL EQUITY
Consolidated
2016
$
1,891,057
141,722
21,089
2,053,868
93,957
10,453,580
40,700
5,160
10,593,397
12,647,265
86,775
86,775
86,775
12,560,490
26,738,821
2,002,850
(16,181,181)
12,560,490
Consolidated
2015
$
2,432,431
689,152
21,472
3,143,055
95,097
11,906,867
49,601
7,324
12,058,889
15,201,944
163,687
**163,687 **
**163,687 **
**15,038,257 **
28,426,321
2,191,302
(15,579,366)
**15,038,257 **

The accompanying notes form part of these financial statements.

30

Annual Report 2016

Jameson Resources Limited

STATEMENT OF CASH FLOWS

For the Year Ended 30 June 2016

Note
Cash Flows from Operating Activities
- Interest received
- British Columbia Mining Tax Credit
- Payments to suppliers and employees
Net cash provided by/(used in) operating
activities
20 (ii)
Cash Flows from Investing Activities
- Refund for Peace River project licences
- Payments for exploration and evaluation
Net cash used in investing activities
Cash Flows from Financing Activities
- Proceeds from issue of shares
- Payments for share issue costs
Net cash provided by financing activities
Net (decrease) in cash and cash equivalents
Cash and cash equivalents at 1 July
Reclamation bond movement to cash equivalents
Foreign currency translation on cash held
Cash and cash equivalents at 30 June
20 (i)
Consolidated
Year Ended
30 June 2016
$
5,194
647,703
(493,856)
159,041
131,520
(884,542)
(753,022)
-
-
-
(593,981)
2,432,431
-
52,607
**1,891,057 **
Consolidated
Year Ended
30 June 2015
$
18,957
543,422
(898,616)
(336,237)
-
(2,355,923)
(2,355,923)
2,002,000
(126,871)
1,875,129
(817,031)
3,086,110
119,316
44,036
**2,432,431 **

The accompanying notes form part of these financial statements.

31

Annual Report 2016

Jameson Resources Limited

STATEMENT OF CHANGES IN EQUITY For the Year Ended 30 June 2016

Consolidated
Balance at 1 July 2014
Loss for the year
Foreign exchange translation
Total comprehensive loss
Exchangeable share reduction
Share capital net of capital
raising costs
Balance at 30 June 2015
Consolidated
Balance at 1 July 2015
Loss for the year
Foreign exchange translation
Total comprehensive loss
Cancellation of exchangeable
shares
Balance at 30 June 2016
Issued
Capital
Accumulated
Losses
Equity Based
Payment
Reserve
Foreign
Currency
Reserve
Total
$
$
$
$
$
27,766,192
(11,769,878)
1,156,911
194,244
17,347,469
-
(5,024,488)
-
-
(5,024,488)
-
-
-
840,147
840,147
-
(5,024,488)
-
840,147
(4,184,341)
(1,215,000)
1,215,000
-
-
-
1,875,129
-
-
-
1,875,129
28,426,321
(15,579,366)
1,156,911
1,034,391
15,038,257
Issued
Capital
Accumulated
Losses
Equity Based
Payment
Reserve
Foreign
Currency
Reserve
Total
$
$
$
$
$
28,426,321
(15,579,366)
1,156,911
1,034,391
15,038,257
-
(2,289,315)
-
-
(2,289,315)
(188,452)
(188,452)
-
(2,289,315)
-
(188,452)
(2,477,767)
(1,687,500)
1,687,500
-
-
-
26,738,821
(16,181,181)
1,156,911
845,939
12,560,490

The accompanying notes form part of these financial statements.

32

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Accounting Standards and Interpretations and complies with other requirements of the law.

The financial report has also been prepared on a historical cost basis unless otherwise stated.

The Company is an ASX listed public company, incorporated in Australia and operating in Australia and Canada. The entity’s principal activities are mineral exploration. The financial report is presented in Australian dollars.

b) Adoption of new and revised standards

Changes in accounting policies on initial application of Accounting Standards

In the year ended 30 June 2016, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period.

It has been determined by the Directors that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change is necessary to Group accounting policies.

The Directors have also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the year ended 30 June 2016. As a result of this review, the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change necessary to Group accounting policies.

(c) Statement of Compliance

The financial report was authorised for issue on 1st September 2016.

The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).

(d) Critical accounting judgements and key sources of estimation uncertainty

The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Exploration and evaluation expenditure:

The Directors have conducted a review of the Group’s capitalised exploration expenditure to determine the existence of any indicators of impairment. Based upon this review, the Directors have determined that in respect to the current suspension of activities on the Dunlevy project, the Company has elected to write down the value of the project to nil (including the value of the goodwill on the acquisition of the project). The value of the write off totals $1,364,850 for the current year. A Coal Land Reserve created over the area covering the Peace River license applications resulted in their cancellation, and a total of $533,359 has been written off against this project during the year.

Share-based payment transactions:

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Black and Scholes model, using assumptions provided by the Company.

The fair value is expensed over the period until vesting with recognition of a corresponding fair value liability. The liability is re-measured to fair value at each balance date up to and including the settlement date with changes in fair value recognised in profit or loss.

33

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(e) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Interest income

Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

(f) Cash and cash equivalents

Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

(g) Trade and other receivables

Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method, less provision for impairment. Trade receivables (excluding the BC Mining Tax Credit refund) are generally due for settlement within periods ranging from 15 days to 30 days.

(h) Impairment of assets

The Group assesses at each balance date whether a financial asset or group of financial assets is impaired.

(i) Financial assets carried at amortised cost

If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced either directly or through use of an allowance account.

The amount of the loss is recognised in profit or loss.

The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in profit or loss, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date.

(ii) Financial assets carried at cost

If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value (because its fair value cannot be reliably measured), or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the current market rate of return for a similar financial asset.

34

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(iii) Available-for-sale investments

If there is objective evidence that an available-for-sale investment is impaired, an amount comprising the difference between its cost (net of any principal repayment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss, is transferred from equity to the statement of profit or loss and other comprehensive income. Reversals of impairment losses for equity instruments classified as available-for-sale are not recognised in profit.

(i) Income tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date.

Deferred income tax is provided on all temporary differences at the statement of financial position date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:

  • when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

  • when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

(j) Other taxes

Revenues, expenses and assets are recognised net of the amount of GST except:

  • when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

  • receivables and payables, which are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

35

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

  • (j) Other taxes (continued)

Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(k) Plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is calculated over the estimated useful life of the assets as follows:

Plant and equipment – over 5 to 15 years (diminishing value)

  • Computer equipment – 3 years (diminishing value)

Leasehold improvements – term of the lease (straight line basis)

The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end.

For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit to which the asset belongs, unless the asset's value in use can be estimated to be close to its fair value.

An impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount with the impairment loss recognised in the statement of profit or loss and other comprehensive income.

(ii) Derecognition and disposal

An item of plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.

(l) Financial assets

Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either financial assets at fair value through profit or loss, loans and receivables, held-tomaturity investments, or available-for-sale investments, as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Group determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end. All regular way purchases and sales of financial assets are recognised on the trade date, i.e. the date that the Group commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets under contracts that require delivery of the assets within the period established generally by regulation or convention in the marketplace.

(m)

Trade and other payables

Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.

36

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(n) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of profit or loss and other comprehensive income net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability.

When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.

(o) Employee leave benefits

Wages, salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.

(p) Share-based payment transactions

Equity settled transactions:

The Group provides benefits to employees (including senior executives) in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equitysettled transactions).

The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Black-Scholes model, using assumptions provided by the Company.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Jameson Resources (market conditions), if applicable.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects:

  • (i) the extent to which the vesting period has expired and

(ii) the Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The statement of comprehensive income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

37

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(p) Share-based payment transactions (continued)

If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share (see Note 19).

(q) Issued capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(r) Earnings per share

Basic earnings per share is calculated as net profit or loss attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share is calculated as net profit or loss attributable to members of the parent, adjusted for:

  • costs of servicing equity (other than dividends) and preference share dividends;

  • the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

  • other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(s) Exploration and evaluation

Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:

  • (i) the rights to tenure of the area of interest are current; and

(ii) at least one of the following conditions is also met:

  • (a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively,

  • (b) by its sale; or

  • (c) exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortisation of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.

38

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(s) Exploration and evaluation (continued)

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.

Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development.

(t) Foreign currency translation

Both the functional and presentation currency of Jameson Resources Limited is Australian dollars. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance date.

All exchange differences in the consolidated financial statements are taken to profit or loss with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in profit or loss.

Tax charges and credits attributable to exchange differences on those borrowings are also recognised in equity. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.

Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

The functional currency of the foreign operations, NWP Coal Canada and Dunlevy Energy Inc is Canadian dollars, “CAD”.

As at the balance date the assets and liabilities of these subsidiaries are translated into the presentation currency of Jameson Resources Limited at the rate of exchange ruling at the balance date and income and expense items are translated at the average exchange rate for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used.

The exchange differences arising on the translation are taken directly to a separate component of equity, being recognised in the foreign currency translation reserve.

39

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(u) Basis of Consolidation

The consolidated financial statements comprise the financial statements of Jameson Resources Limited and its subsidiaries as at 30 June each year (the Group). Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Investments in subsidiaries are accounted for at cost in the parent entity’s financial statements.

In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Control exists where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The acquisition of subsidiaries has been accounted for using the purchase method of accounting. The purchase method of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities and contingent liabilities assumed at the date of acquisition. Accordingly, the consolidated financial statements include the results of subsidiaries for the period from their acquisition.

Note
Consolidated
NOTE 2. REVENUES AND EXPENSES
Year Ended
2016
The following revenue and expense items are relevant in
explaining the financial performance for the year:
$
(a) Revenues
- Interest received
5,194
- Other revenues
32,064
37,258
(b) Expenses
Employee benefit expense
- Salaries
182,992
Exploration Costs Written off
Impairment of Dunlevy Project
1,364,850
Write off of Peace River Projects
533,359
8
1,898,209
Depreciation and amortisation
- Depreciation expense
8,309
- Amortisation
-
- Total depreciation and amortisation expense
8,309
NOTE 3. AUDITORS’ REMUNERATION
The auditor of Jameson Resources Limited is HLB Mann Judd
Amounts received or due and receivable to the auditor for:
- Auditing or reviewing the financial report
34,000
34,000
Consolidated
Year Ended
2015
$
16,834
-
16,834
213,905
2,763,273
1,810,763
4,574,036
10,690
2,811
13,501
30,000
30,000

40

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 4. INCOME TAX
a.
The components of tax expense comprise:
Current tax (i)
Deferred tax
Income tax benefit reported in statement of comprehensive
income
(i) Mining Tax Credit (Canada)
b.
The prima facie tax benefit on loss from ordinary
activities before income tax is reconciled to the income
tax as follows:
Prima facie tax benefit on loss from ordinary activities before
income tax at 30% (2015: 30%)
Add tax effect of:
- Revenue losses not recognised
- Other non-allowable items
Less tax effect of:
- Other deferred tax balances not recognised
Mining Tax Credit (Canada)
Income tax benefit reported in statement of comprehensive
income
c.
Deferred tax recognised:
Deferred tax liabilities:
Other
Deferred tax assets:
Carry forward revenue losses
Net deferred tax
d.
Unrecognised deferred tax assets:
Carry forward revenue losses
Carry forward capital losses
Capital raising costs
Property plant and equipment
Provisions and accruals
Consolidated
Year Ended
2016
$
(105,639)
-
(105,639)

(718,486)
177,790
593,976
53,280
53,280
105,639
(105,639)
(215)
215
-
1,952,926
221,942
22,222
359
6,300
2,203,749
Consolidated
Year Ended
2015
$
(329,596)
-
(329,596)
(1,606,225)
209,531
1,453,574
56,880
56,880
329,596
(329,596)
(433)
433
-
1,775,136
-
75,808
1,103
5,250
1,857,297

The tax benefits of the above deferred tax assets will only be obtained if:

(a) the company derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised;

(b) the company continues to comply with the conditions for deductibility imposed by law; and

(c) no changes in income tax legislation adversely affect the company in utilising the benefits.

41

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 5. CASH AND CASH EQUIVALENTS
Current
Cash at bank
Short term deposits
Consolidated
30 June
2016
$
1,891,057
-
1,891,057
Consolidated
30 June
2015
$
2,163,879
268,552
2,432,431

Cash at bank earns interest at floating rates based on daily bank deposit rates.

Short-term deposits are made for varying periods of between one and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.

NOTE 6. TRADE AND OTHER RECEIVABLES

(a) Current trade and other receivables
GST Receivable
British Columbia Mining Tax Credit (Canada)
Other debtors (i)
(b) Non Current other receivables
Reclamation bonds(ii)
8,501
120,841
12,380
141,722
93,957
93,957
52,163
627,320
9,669
689,152
95,097
95,097
  • (i) Other debtors are non-interest bearing and are normally settled on 60-day terms. This balance is current receivables incurred on a day to day operational basis and considered unimpaired.

  • (ii) The Reclamation Bonds are a condition of the Mines Act Permit for the Crown Mountain and Dunlevy Projects. The Bonds are placed as security in the form of a certified cheque or held in trust at a nominated bank as a Safe Keeping Agreement. The Bonds are returned once the BC Ministry of Energy and Mines have inspected the site following completion of exploration and reclamation.

NOTE 7. OTHER ASSETS

Current
Prepayments
Non Current
Security deposit
21,089
21,472
5,160
7,324

42

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS

For the Year Ended 30 June 2016

Consolidated Consolidated
30 June 30 June
2016 2015
$ $

NOTE 8. DEFERRED EXPLORATION AND EVALUATION EXPENDITURE

Costs carried forward in respect of areas of interest in:

Exploration and evaluation phases – at cost
Brought forward
Exploration expenditure capitalised during the period
Impairment of Dunlevy project
Write off of Peace River projects
Foreign currency translation
At reporting date
10,453,580
11,906,867
747,109
(1,364,850)
(533,359)
(302,187)
10,453,580
11,906,867
13,428,583
2,413,785
(2,763,273)
(1,810,763)
638,535
11,906,867

The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases are dependent on the successful development and commercial exploitation or sale of the respective areas.

NOTE 9. PLANT & EQUIPMENT

Plant and Equipment
Plant and equipment at cost
Less: accumulated depreciation
Computer Equipment
Computer equipment at cost
Less: accumulated depreciation
Leasehold Improvements
Leasehold Improvements at cost
Less: accumulated amortisation
Total Plant and Equipment
Movements in Plant and Equipment
Movements in Plant and Equipment
Balance at beginning of the year
Depreciation expense
Foreign currency translation
Balance at end of the year
Movements in Computer Equipment
Balance at beginning of the year
Additions (disposal)
Depreciation and amortisation expense
Balance at end of the year
Movements in Leasehold Improvements
Balance at beginning of the year
Additions (disposal)
Amortisation expense
Balance at end of the year
79,088
(39,273)
39,815
18,124
(17,239)
885
23,365
(23,365)
-
40,700
48,047
(7,640)
(592)
39,815
1,554
-
(669)
885
-
-
-
75,746
(27,699)
48,047
18,124
(16,570)
1,554
23,365
(23,365)
-
49,601
55,101
(9,916)
2,862
48,047
2,327
-
(773)
1,554
2,812
(2,812)
-
-

43

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 10. TRADE AND OTHER PAYABLES
Current
Trade creditors (i)
Other creditors and accruals
Consolidated
30 June
2016
$
60,620
26,155
86,775
Consolidated
30 June
2015
$
107,448
56,239
163,687

(i) Trade payables are non-interest bearing and are normally settled on 30 day terms.

NOTE 11. ISSUED CAPITAL AND OPTIONS

30 June 30 June
2016 2015
$ $
208,565,619 fully paid ordinary shares (2015: 208,465,619) (a)
26,626,321
26,603,821
500,000 exchangeable shares (2015: 8,100,000) (c) 112,500 1,822,500
Total 26,738,821 28,426,321
(a) Movements in fully paid ordinary shares on issue:
As at As at As at As at
30 June 2016 30 June 2016
30 June 2015
30 June 2015
Number $ Number $
Fully paid ordinary shares 208,565,619 26,626,321 208,465,619 26,603,821
As at As at As at As at
Consolidated 30 June 2016 30 June 2016
30 June 2015
30 June 2015
Number $ Number $
At beginning of the reporting period 208,465,619 26,603,821 189,665,619 23,716,192
Movements in ordinary shares on issue
Exchangeable shares converted during the year(i) 100,000 22,500 4,500,000 1,012,500
Placement – 2 October 2014 at $0.14 per share - - 14,300,000 2,002,000
Capital raising costs - - - (126,871)
At end of reporting period 208,565,619 26,626,321 208,465,619 26,603,821

(i) Refer note 11(c).

44

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 11. ISSUED CAPITAL AND OPTIONS (Continued)

(b) Movements in options on issue:

Consolidated
At the beginning of the reporting period
Options issued during the year:
- Expiry of options exercisable at $0.15 on 30 September 2014
- Options exercisable at $0.16 expiring 30 September 2016
At reporting date
As at
30 June 2016
Number
16,300,000
-
-
16,300,000
As at
30 June 2015
**Number **
10,976,390
(8,976,390)
14,300,000
16,300,000

(c) Movements in exchangeable shares on issue:

Exchangeable shares
Consolidated
At beginning of the year
Movements in exchangeable shares on issue
Conversion of exchangeable shares(i)
Reduction in exchangeable shares on issue(ii)
At end of reporting period
As at
30 June 2016
As at
30 June 2016
Number
$
500,000
112,500
As at
30 June 2016
As at
30 June 2016
Number
$
8,100,000
1,822,500
(100,000)
(22,500)
(7,500,000)
(1,687,500)
500,000
112,500
As at
30 June 2015
As at
30 June 2015
Number
$
8,100,000
1,822,500
As at
30 June 2015
As at
30 June 2015
Number
$
18,000,000
4,050,000
(4,500,000)
(1,012,500)
(5,400,000)
(1,215,000)
8,100,000
1,822,500

(i) During the year, 100,000 (2015: 4,500,000) exchangeable shares in Jameson’s subsidiary, NWP Coal Canada, were exchanged by the election of the holders, on a “one-for-one” basis, into 100,000 Jameson fully paid ordinary shares. The shares were originally issued pursuant to the Dunlevy acquisition. Further details on the terms are contained in note 11(f)a below.

(ii) In March 2016 the Company announced the cancellation of 7,500,000 exchangeable shares via an agreement reached with the vendor of the Peace River projects as consequence of the reduction in value due to environmental constraints.

(d) Terms of Ordinary Shares

Voting Rights

Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held and in proportion to the amount paid up on the shares held.

At shareholders meetings each ordinary share is entitled to one vote in proportion to the paid up amount of the share when a poll is called, otherwise each shareholder has one vote on a show of hands.

(e) Terms of Options

  • At the end of the reporting period, there were 16,300,000 options over unissued shares as follows:  2,000,000 unlisted options exercisable at $0.20 on or before 31 August 2016.  14,300,000 unlisted options exercisable at $0.16 on or before 30 September 2016

45

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 11. ISSUED CAPITAL AND OPTIONS (Continued)

(f) Terms of Exchangeable shares

a) Dunlevy Energy Inc. acquisition

Pursuant to the Share Exchange Agreement between Jameson Resources Limited, NWPC and Dunlevy Energy Inc. dated 20 October 2011 for the acquisition of the Dunlevy Project, 12,000,000 nonvoting, convertible, redeemable, preferred shares “Exchangeable Shares” were created in the capital stock of NWPC and were issued equally to each of the three Dunlevy shareholders on 23 December 2011 (“settlement date”).

On 29 May 2015 the Company and the three Dunlevy vendors agreed to reduce the balance owed on the Dunlevy acquisition from 6,000,000 to 600,000 exchangeable shares. The Exchangeable Shares are exchangeable for fully paid ordinary shares in Jameson (“Jameson Shares”) on a one for one share basis and 500,000 remain unexchanged.

Number of
Exchangeable
Performance
Condition For
Exchange
Number of
Exchangeable Shares
Exchanged
Expiry Date
3,000,000 Settlement Date 3,000,000 13 December 2016
3,000,000 18 months from
Settlement Date
3,000,000 13 December 2016
300,000 42 months from
Settlement Date
100,000 13 December 2016
300,000 54 months from
Settlement Date
- 13 December 2016

b) Nexx Project acquisition

During the year the balance of the 7,000,000 exchangeable shares on issue for the Peace River projects were cancelled as a result of the project licenses being withdrawn by the government due to environmental protection reasons. Any royalty obligations associated with the project pursuant to the Nexx Royalty Agreement are now deemed to be at an end.

46

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 12. RESERVES
Equity Based Payment Reserve (a)
Foreign Currency Translation Reserve (b)
(a) Equity Based Payments Reserve:
Balance at the beginning of the year
Balance at the end of the year
(b) Foreign Currency Translation Reserve:
Balance at the beginning of the year
Foreign exchange differences
Balance at the end of the year
Consolidated
30 June
2016
$
1,156,911
845,939
2,002,850
1,156,911
1,156,911
1,034,391
(188,452)
845,939
Consolidated
30 June
2015
$
1,156,911
1,034,391
2,191,302
1,156,911
1,156,911
194,244
840,147
1,034,391

Equity Based Payments Reserve:

This reserve is used to record the value of equity benefits provided to employees, directors and consultants as part of their remuneration. Refer to Notes 15 and 16.

Foreign Currency Translation Reserve

Foreign currency translation reserve records exchange differences arising on translation of the subsidiaries’ functional currency (Canadian Dollars) into presentation currency at balance date.

NOTE 13. ACCUMULATED LOSSES
Accumulated losses at the beginning of the year
Reduction in Exchangeable Shares(i)
Net loss for the year
Accumulated losses at the end of the year
Consolidated
2016
$
(15,579,366)
1,687,500
(2,289,315)
(16,181,181)
Consolidated
2015
$
(11,769,878)
1,215,000
(5,024,488)
(15,579,366)

(i) Refer Note 11(f)(b) for details.

47

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 14. KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Details of key management personnel

The following persons were key management personnel of Jameson Resources Limited during the financial year:

T. Arthur Palm Chief Executive Officer and Executive Director – Operations Jeff Bennett Non-Executive Director Steve van Barneveld Non-Executive Director Suzie Foreman Company Secretary

The aggregate compensation made to directors and other key management personnel or the Group is set out below:

Short-term employee benefits
Post-employment benefits
Other long-term benefits
Termination benefits
Share based payments
Consolidated
2016
$
382,860
2,850
-
-
-
385,710
Consolidated
2015
$
441,187
3,681
-
-
-
444,868

NOTE 15. EMPLOYEE BENEFITS

At 30 June 2016, Jameson Resources Limited had 1 (2015: 1) full time employee.

Performance Rights Plan

There is currently no performance rights plan in operation.

NOTE 16. SHARE BASED PAYMENT PLANS

During the year there were no share based payment plans in existence. Performance rights were held by directors from a performance rights plan implemented in 2011, however these expired unvested on 30 August 2016. For further details on the performance rights terms and conditions and vesting conditions refer to the remuneration report.

NOTE 17. RELATED PARTY DISCLOSURES

BC Resources Developments Pty Ltd, an Australian based company of which Mr S van Barneveld is a member, received no consulting fees this year (2015: $13,063) for Mr van Barneveld’s technical services. These services are provided outside of director duties performed, and are on normal commercial terms.

There have been no other related party transactions other than as stated above.

48

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 18. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The main risks arising from the Group’s financial instruments are market risk, currency risk and interest rate risk.

This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital.

The Board has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing each of these risks and they are summarised below.

The Group’s principal financial instruments comprise cash and short term deposits. The main purpose of the financial instruments is to earn the maximum amount of interest at a low risk to the Group. The Group also has other financial instruments such as trade debtors and creditors which arise directly from its operations.

  • (a) Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments.

The Group is exposed to movements in market interest rates on short term deposits. The policy is to monitor the interest rate yield curve out to 120 days to ensure a balance is maintained between the liquidity of cash assets and the interest rate return. The Group does not have short or long term debt, and therefore this risk is minimal.

  • (b) Currency Risk

Foreign exchange risk arises from future commitments, assets and liabilities that are denominated in a currency that is not he functional currency of the Group. The Group deposits are denominated in both Canadian and Australian dollars. At the year end the majority of deposits were held in Canadian dollars. Currently, there are no foreign exchange programs in place. The Group treasury function manages the purchase of foreign currency to meet operational and budgetary requirements. The impact of reasonably possible changes in foreign exchange rates for the Group is not material.

  • (c) Interest Rate Risk

The table below reflects the undiscounted contractual settlement terms for financial instruments of a fixed period of maturity, as well as management’s expectations of the settlement period for all other financial instruments. As such, the amounts might not reconcile to the statement of financial position.

49

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 18. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

30 June 2016

30 June 2016
FINANCIAL ASSETS
Non-interest bearing
Variable interest rate instruments
Fixed interest rate instruments
FINANCIAL LIABILITIES
Non-interest bearing
NET FINANCIAL ASSETS
30 June 2015
FINANCIAL ASSETS
Non-interest bearing
Variable interest rate instruments
Fixed interest rate instruments
FINANCIAL LIABILITIES
Non-interest bearing
NET FINANCIAL ASSETS
Weighted
Average
Effective
Interest
Rate
%
Less than 1
month
1 to 3
months
3 months
to 1 year
1 to 5
years
Total
$
$
$
$
$

0.08%
1,469,901
-
-
-
1,469,901
-
-
-
-
-
36,337
-
384,819
-
421,156
1,506,238
-
384,819
-
1,891,057
86,774
-
-
-
86,774
1,419,464
-
384,819
-
1,804,283
Weighted
Average
Effective
Interest
Rate
%
Less than 1
month
1 to 3
months
3 months
to 1 year
1 to 5
years
Total
$
$
$
$
$

0.17%
1,811,660
636,990
-
-
2,448,650
268,552
-
-
-
268,552
-
-
425,854
-
425,854
2,080,212
636,990
425,854
-
3,143,056
163,687
-
-
-
163,687
1,916,525
636,990
425,854
-
2,979,369

Net fair value of financial assets and liabilities

The carrying amount of cash and cash equivalents approximates fair value because of their short-term maturity.

50

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 18. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

(i) Interest Rate Sensitivity Analysis

At 30 June 2016, the effect on loss and equity as a result of changes in the interest rate, with all other variable remaining constant would be as follows:

2016
$
2015
$
CHANGE IN LOSS Change Change
Increase in interest rate by1% (46,182) (70,383)
Decrease in interest rate by1% 46,182 70,383
CHANGE IN EQUITY Change Change
Increase in interest rate by1% (46,182) (70,383)
Decrease in interest rate by1% 46,182 70,383
  • (d) Credit Risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted the policy of only dealing with creditworthy counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults.

The Group operates in the mining exploration sector; it therefore does not supply products and have trade receivables and is not exposed to credit risk in relation to trade receivables. The Group does not have any significant credit risk exposure to any single counterparty or any Company of counterparties having similar characteristics.

The Group’s maximum exposure to credit risk at each balance date in relation to each class of recognised financial assets is the carrying amount, net of any allowance for doubtful debts, of those assets as indicated in the statement of financial position. The maximum credit risk exposure of the Group at 30 June 2016 is $133,220 (2015: $636,990). There are no impaired receivables at 30 June 2016 (2015: Nil).

  • (e) Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group manages liquidity risk by monitoring forecast cash flows on a rolling monthly basis. The Group does not have any significant liquidity risk as the Group does not have any collateral debts.

(f) Capital Management

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so it may continue to provide returns for shareholders and benefits for other stakeholders.

Due to the nature of the Group’s activities, being mineral exploration, it does not have ready access to credit facilities and therefore is not subject to any externally imposed capital requirements, with the primary source of Group funding being equity raisings. Accordingly, the objective of the Group’s capital risk management is to balance the current working capital position against the requirements to meet exploration programmes and corporate overheads. This is achieved by maintaining appropriate liquidity to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required.

51

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 18. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

The directors consider that the carrying value of the financial assets and financial liabilities recognised in the consolidated financial statement approximate their fair value.

Consolidated Consolidated
2016 2015
NOTE 19. LOSS PER SHARE $ $
(a) Loss used in the calculation of basic loss per share (2,289,315) (5,024,488)
Number of Number of
shares shares
(b) Weighted average number of ordinary shares
outstanding during the reporting period used in
calculation of basic loss per share: 208,557,969 201,708,724
The diluted earnings per share is not disclosed as the Company made a loss for the period.
Consolidated Consolidated
Year Ended Year Ended
30 June 2016 30 June 2015
NOTE 20. CASH FLOW INFORMATION $ $
(i) Reconciliation of cash and cash equivalent: -
Cash at Bank 1,891,057 2,432,431
(ii) Reconciliation of cash flows from operating
activities with loss after income tax
Loss after income tax (2,289,315) (5,024,488)
Add: Non-cash items:
- Depreciation 8,309 13,501
- Exploration expensed 9,586 4,574,036
- Exchange differences on translation 24,112 123,435
- Impairment of projects 1,898,209 -
Changes in assets and liabilities
- Decrease/(Increase) in trade and other receivables 585,052 202,148
- Increase/(Decrease) in trade and other payables (76,912) (224,869)
Net cash inflows/(outflows) from operating 159,041 (336,237)
activities

(iii) Non-cash financing and investing activities

2016 and 2015

There were no non-cash financing or investing activities during the financial year ended 30 June 2016 or the prior year.

52

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 21. SEGMENT REPORTING

Jameson Resources Limited operates predominantly in one industry being the mining exploration industry in Canada, with its corporate function located in Australia.

Segment Information

Identification of reportable segments

The Company has identified its operating segments based on the internal reports that are reviewed and used by the chief operating decision maker (being the Board of Directors) in assessing performance and determining the allocation of resources.

The Company is managed primarily on the basis of its coal exploration in Canada and its corporate activities. Operating segments are therefore determined on the same basis.

Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics.

Types of reportable segments

  • (i) Coal exploration

Segment assets, including acquisition cost of exploration licenses and all expenses related to the tenements in Canada are reported on in this segment.

  • (ii) Corporate

Corporate, including treasury, corporate and regulatory expenses arising from operating an ASX listed entity. Segment assets, including cash and cash equivalents, and investments in financial assets are reported in this segment.

Basis of accounting for purposes of reporting by operating segments

Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors as the chief operating decision maker with respect to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Company.

Segment assets

Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of economic value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.

Segment liabilities

Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the operations of the segment. Segment liabilities include trade and other payables.

53

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 21. SEGMENT REPORTING (Continued)

30 June 2016
(i) Segment performance
Segment revenue
Segment results
Included within segment result:

Depreciation

Interest Revenue
Segment assets
Segment liabilities
30 June 2015
(i) Segment performance
Segment revenue
Segment results
Included within segment result:

Depreciation

Interest Revenue
Segment assets
Segment liabilities
Corporate
Coal
Exploration
Total
$
$
$
1,011
36,247
37,258
(486,002)
(1,803,313)
(2,289,315)
668
7,641
8,309
1,011
4,183
5,194
960,719
11,686,545
12,647,264
(61,220)
(25,554)
(86,774)
Corporate
Coal
Exploration
Total
$
$
$
10,479
6,355
16,834
(578,382)
(4,446,106)
(5,024,488)
(3,585)
(9,916)
(13,501)
10,479
6,355
16,834
1,653,979
13,547,965
15,201,944
(70,476)
(93,211)
(163,687)

(ii) Revenue by geographical region

For the year ending 30 June 2016, the Group had a receivable of A$131,534 in respect to a tax credit claim from the British Columbia Mining Exploration Tax Credit. There was no revenue attributable to external customers for the year ended 30 June 2016.

(iii) Assets by geographical region

Reportable segment assets are located in Canada and Australia.

54

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 22. EVENTS SUBSEQUENT TO REPORTING DATE

On 26 July 2016, the Company received a full refund ($35,000) plus interest of $777, of its reclamation bond on the Dunlevy project.

On 30 August 2016, 1,300,000 Performance Rights C and 1,300,000 Performance Rights D, expired unvested. On 31 August 2016, 2,000,000 options exercisable at $0.20 expired, unexercised.

Other than as detailed above, no matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.

NOTE 23. CONTINGENCIES

Subsequent to 30 June 2016, and following an audit of its Canadian Taxation Return, the Company was verbally advised by the Canadian Revenue Agency that a portion of its 2014 BC Mineral Taxation Credit previously claimed, totalling C$628,085 may be disallowed. The Company, in consultation with its Canadian taxation advisors, is currently liaising with the taxation department on this matter, however it is of the current opinion that the majority of the claim will be approved.

No provision has been made in these financial statements as the Canadian Revenue Agency have yet to advise on the quantum of the claim which potentially may be disallowed. In the event that a portion of the 2014 BC Mineral Taxation Credit claimed is disallowed, the Company would be required to repay the sum to the Canadian Revenue Agency or partially offset some of the amount against current refunds due, to the extent that they have already been assessed.

Once an amended assessment has been received the Company has the right to appeal any decision and will consider this based upon advice received from its in country taxation specialist.

The Company is not aware of any further contingent liabilities or contingent assets other than disclosed above.

NOTE 24. COMMITMENTS

(a) Exploration commitments

The Company’s exploration commitments are as follows:

Not longer than 1 year
Longer than 1 but not longer than 5 years
Longer than 5 years
Total
2016
$
148,129
592,517
148,129
888,775
2015
$
149,927
599,681
149,927
899,535

Exploration commitments consist of Crown Mountain and Dunlevy license rental payments and an annual payment of C$100,000 to Mr Bob Morris pursuant to the agreement dated 11 April 2011 between Mr Bob Morris and NWP Coal Canada Pty Ltd relating to the Crown Mountain project. Jameson will continue to pay the annual rental sum for the use and possession of Mr Bob Morris’s interest in the project until such time as the Mining Work is suspended or Jameson elects to acquire the final 10% interest in the project for an agreed price of $2,000,000. Mr Bob Morris is not entitled to receive any share in the net profits from any mining or other operations on the property from Jameson.

55

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 24. COMMITMENTS (Continued)

(b) Lease expenditure commitments

The Company’s operating lease expenditure commitment, including all outgoings, is as follows:

Not longer than 1 year
Longer than 1 but not longer than 5 years
Longer than 5 years
Total
2016
$
6,541
13,081
-
19,622
2015
$
6,620
13,239
-
19,859

(c) Remuneration Commitments

There are no commitments for the payment of salaries and other remuneration under long-term employment contracts other than the termination period specified for Mr Palm’s employment contract in the remuneration report.

Other than disclosed in (a) – (c) above, the company has no further contractual commitments at 30 June 2016.

(d) Guarantees

As at 30 June 2016 and 2015, the Company had not entered into any guarantees.

NOTE 25. INTEREST IN SUBSIDIARIES

The following companies are subsidiaries of Jameson Resources Limited.

Name
Country of
Incorporation
Percentage of equity interest
held by Consolidated Entity
Investment
NWP Coal Canada Ltd
Dunlevy Energy Inc.
Canada
Canada
2016
%
2015
%
2016
$
2015
$
100
100
100
100
1
-
1
174,298

NOTE 26 . PARENT ENTITY DISCLOSURES

(c) Financial position

Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Total liabilities
Equity
Issued capital
Accumulated losses
Reserves
Total equity
30 June
2016
$
30 June
2015
$
959,833
1,636,269
11,661,877
13,472,464
12,621,710
15,108,733
61,220
70,476
61,220
70,476
26,738,822
28,426,322
(15,335,243)
(14,544,976)
1,156,911
1,156,911
12,560,490
15,038,257

56

Annual Report 2016

Jameson Resources Limited

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2016

NOTE 26 . PARENT ENTITY DISCLOSURES (Continued)

Financial performance

cial performance
Loss for the year
Other comprehensive income
Total comprehensive loss
Year ended
30 June 2016
$
Year ended
30 June 2015
$
(2,477,766)
(4,184,341)
-
-
(2,477,766)
(4,184,341)

a) Contingent liabilities

As at 30 June 2016 and 2015, the Company had no contingent liabilities.

b) Contractual Commitments

As at 30 June 2016 and 2015, the Company had no contractual commitments.

c) Guarantees entered into by parent entity

As at 30 June 2016 and 2015, the Company had not entered into any guarantees.

57

Annual Report 2016

Jameson Resources Limited

DIRECTORS' DECLARATION

  1. In the opinion of the directors of Jameson Resources Limited (the ‘Company’):

  2. a. the financial statements, notes and the additional disclosures are in accordance with the Corporations Act 2001 including:

    • i. giving a true and fair view of the Group’s financial position as at 30 June 2016 and of its performance for the year then ended; and

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

  3. b. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and

  4. c. the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.

  5. This declaration has been made after reviewing the declarations required to be made to the directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2016.

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

==> picture [105 x 36] intentionally omitted <==

T Arthur Palm Chief Executive Officer

Dated this 1[st] day of September 2016

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Annual Report 2016

Jameson Resources Limited

==> picture [183 x 58] intentionally omitted <==

INDEPENDENT AUDITOR’S REPORT

To the members of Jameson Resources Limited

Report on the Financial Report

We have audited the accompanying financial report of Jameson Resources Limited (“the company”), which comprises the consolidated statement of financial position as at 30 June 2016, 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(c), the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements , the consolidated 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 consolidated entity’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 and its controlled entities’ 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.

Our audit did not involve an analysis of the prudence of business decisions made by directors or management.

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

HLB Mann Judd (WA Partnership) ABN 22 193 232 714

Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (WA Partnership) is a member of International, a worldwide organisation of accounting firms and business advisers.

59

Annual Report 2016

Jameson Resources Limited

==> picture [183 x 58] intentionally omitted <==

Independence

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

Auditor’s opinion

In our opinion:

  • (a) the financial report of Jameson 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 2016 and 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(c).

Report on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2016. 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.

Auditor’s opinion

In our opinion, the Remuneration Report of Jameson Resources Limited for the year ended 30 June 2016 complies with section 300A of the Corporations Act 2001 .

==> picture [120 x 32] intentionally omitted <==

HLB Mann Judd Chartered Accountants

==> picture [113 x 51] intentionally omitted <==

M R W Ohm Partner

Perth, Western Australia 1 September 2016

60

Annual Report 2016

Jameson Resources Limited

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance summary discloses the extent to which the Company will follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (3[rd] Edition) ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons have been provided for not following them.

The Company’s Corporate Governance Plan has been posted on the Company’s website at www.jamesonresources.com.au .

PRINCIPLES AND RECOMMENDATIONS COMPLY
(YES/NO)
COMPLY
(YES/NO)
EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a charter
which sets out the respective roles and
responsibilities of the Board, the chair and
management; and includes a description of those
matters expressly reserved to the Board and those
delegated to management.
YES The Company has adopted a Board Charter.
The
Board
Charter
sets
out
the
specific
responsibilities of the Board, requirements as to the
Boards composition, the roles and responsibilities
of the Chairman and Company Secretary, the
establishment, operation and management of
Board Committees, Directors access to company
records and information, details of the Board’s
relationship with management, details of the
Board’s performance review and details of the
Board’s disclosure policy.
A copy of the Company’s Board Charter is available
on the Company’s website.
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before
appointing a person, or putting forward to
security holders a candidate for election, as
a director; and
(b) provide security holders with all material
information relevant to a decision on
whether or not to elect or re-elect a
director.
YES (a)
The Company has detailed guidelines for the
appointment and selection of the Board. The
Nomination Committee Charter requires the
Committee to undertake appropriate checks
before appointing a person, or putting forward
to security holders a candidate for election, as
a director. These checks include good frame
and character, experience, education and
financial history and background.
(b)
All material information relevant to a decision
on whether or not to elect or re-elect a Director
will be provided to security holders in a Notice
of Meeting pursuant to which the resolution to
elect or re-elect a Director will be voted on.
Recommendation 1.3
A listed entity should have a written agreement with
each director and senior executive setting out the
terms of their appointment.
YES The Nomination Committee Charter requires that
each director and senior executive has a formal
written agreement with the Company which sets out
the terms of that Director’s or senior executive’s
appointment.
The Company has entered into an Executive
Services Agreement with its Chief Executive Officer
and Letters of Appointment with each Non-
Executive Director.
Recommendation 1.4
The company secretary of a listed entity should be
accountable directly to the Board, through the chair,
on all matters to do with the proper functioning of the
Board.
YES The Board Charter outlines the roles, responsibility
and accountability of the Company Secretary. The
Company Secretary is accountable directly to the
Board, through the chair, on all matters to do with
the proper functioning of the Board.

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Jameson Resources Limited

Recommendation 1.5
A listed entity should:
(a) have a diversity policy which includes
requirements for the Board:
(i)
to set measurable objectives for
achieving gender diversity; and
(ii)
to assess annually both the
objectives and the entity’s
progress in achieving them;
(b) disclose that policy or a summary or it; and
(c) disclose as at the end of each reporting
period:
(i)
the measurable objectives for
achieving gender diversity set by
the Board in accordance with the
entity’s diversity policy and its
progress towards achieving them;
and
(ii)
either:
(A) the respective proportions of
men and women on the
Board, in senior executive
positions and across the
whole organisation (including
how the entity has defined
“senior executive” for these
purposes); or
(B) the entity’s “Gender Equality
Indicators”, as defined in the
Workplace Gender Equality
Act 2012.
YES (a) The Company has adopted a Diversity Policy
(i) The Diversity Policy provides a framework
for the Company to achieve measurable
objectives
that
encompass
gender
equality.
(ii) The Diversity Policy provides for the
monitoring and evaluation of the scope and
currency of the Diversity Policy. The
company is responsible for implementing,
monitoring
and
reporting
on
the
measurable objectives.
(b) The Diversity Policy is available on the company
website.
(c)
(i)
The measurable objectives set by the
Board will be included in the annual key
performance indicators for the CEO, MD
and senior executives. In addition, the
Board will review progress against the
objectives in its annual performance
assessment.
(ii)
The Board will include in the annual
report
each
year,
the
measurable
objectives,
progress
against
the
objectives, and the proportion of male
and female employees in the whole
organisation, at senior management level
and at Board Level.
Information in relation to measurable objectives for
achieving gender diversity is set out in the Director’s
Report.
Recommendation 1.6
A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the Board,
its committees and individual directors; and
(b) disclose in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting period in
accordance with that process.
YES (a)
The Company has a Nomination Committee.
The
responsibilities
of
the
Nomination
Committee are detailed in the Nomination
Committee
Charter.
The
Nomination
Committee may meet with the aid of an
independent advisor, and its responsibilities
involve evaluating the performance of the
Board,
any
committees
and
individual
directors on an annual basis. The process for
this can be found in Schedule 11 of the
Company’s Corporate Governance Policies.
(b)
The Company has established the Nomination
Committee Charter, which requires disclosure
as to whether or not performance evaluations
were conducted during the relevant reporting
period. Details of the performance evaluations
conducted
will
be
provided
in
the
Remuneration Report of the Company’s
Annual Report.
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of its senior
executives; and
(b) disclose in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting period in
accordance with that process.
YES (a)
The
Company
has
a
Remuneration
Committee.
The
responsibilities
of
the
Remuneration Committee are detailed in the
Remuneration Committee Charter, which
includes evaluating the performance of senior
executives. The Remuneration Committee
performs an annual performance evaluation of
the senior executive.
(b)
Details
of
the
performance
evaluations
conducted
will
be
provided
in
the
Remuneration Report of the Company’s
Annual Report.
Recommendation 1.5
A listed entity should:
(a) have a diversity policy which includes
requirements for the Board:
(i)
to set measurable objectives for
achieving gender diversity; and
(ii)
to assess annually both the
objectives and the entity’s
progress in achieving them;
(b) disclose that policy or a summary or it; and
(c) disclose as at the end of each reporting
period:
(i)
the measurable objectives for
achieving gender diversity set by
the Board in accordance with the
entity’s diversity policy and its
progress towards achieving them;
and
(ii)
either:
(A) the respective proportions of
men and women on the
Board, in senior executive
positions and across the
whole organisation (including
how the entity has defined
“senior executive” for these
purposes); or
(B) the entity’s “Gender Equality
Indicators”, as defined in the
Workplace Gender Equality
Act 2012.
YES (a) The Company has adopted a Diversity Policy
(i) The Diversity Policy provides a framework
for the Company to achieve measurable
objectives
that
encompass
gender
equality.
(ii) The Diversity Policy provides for the
monitoring and evaluation of the scope and
currency of the Diversity Policy. The
company is responsible for implementing,
monitoring
and
reporting
on
the
measurable objectives.
(b) The Diversity Policy is available on the company
website.
(c)
(i)
The measurable objectives set by the
Board will be included in the annual key
performance indicators for the CEO, MD
and senior executives. In addition, the
Board will review progress against the
objectives in its annual performance
assessment.
(ii)
The Board will include in the annual
report
each
year,
the
measurable
objectives,
progress
against
the
objectives, and the proportion of male
and female employees in the whole
organisation, at senior management level
and at Board Level.
Information in relation to measurable objectives for
achieving gender diversity is set out in the Director’s
Report.
Recommendation 1.6
A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the Board,
its committees and individual directors; and
(b) disclose in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting period in
accordance with that process.
YES (a)
The Company has a Nomination Committee.
The
responsibilities
of
the
Nomination
Committee are detailed in the Nomination
Committee
Charter.
The
Nomination
Committee may meet with the aid of an
independent advisor, and its responsibilities
involve evaluating the performance of the
Board,
any
committees
and
individual
directors on an annual basis. The process for
this can be found in Schedule 11 of the
Company’s Corporate Governance Policies.
(b)
The Company has established the Nomination
Committee Charter, which requires disclosure
as to whether or not performance evaluations
were conducted during the relevant reporting
period. Details of the performance evaluations
conducted
will
be
provided
in
the
Remuneration Report of the Company’s
Annual Report.
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of its senior
executives; and
(b) disclose in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting period in
accordance with that process.
YES (a)
The
Company
has
a
Remuneration
Committee.
The
responsibilities
of
the
Remuneration Committee are detailed in the
Remuneration Committee Charter, which
includes evaluating the performance of senior
executives. The Remuneration Committee
performs an annual performance evaluation of
the senior executive.
(b)
Details
of
the
performance
evaluations
conducted
will
be
provided
in
the
Remuneration Report of the Company’s
Annual Report.

62

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Jameson Resources Limited

Principle 2: Structure the Board to add value Recommendation 2.1

Principle 2:Structure the Board to add value Principle 2:Structure the Board to add value Principle 2:Structure the Board to add value
Recommendation 2.1
The Board of a listed entity should:
(a) have a nomination committee which:
(i)
has at least three members, a
majority of whom are independent
directors; and
(ii)
is chaired by an independent
director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee;
and
(v)
as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
(b) if it does not have a nomination committee,
disclose that fact and the processes it
employs to address Board succession
issues and to ensure that the Board has the
appropriate balance of skills, experience,
independence and knowledge of the entity
to enable it to discharge its duties and
responsibilities effectively.
NO -
partially
(a)
During the year the functions of the
Nomination committee were undertaken by
the full board which was governed by its
Directors Selection Procedures Policy. After
the year end the board established a
Nomination Committee.
The Nomination Committee now comprises
two independent directors (Jeff Bennett and
Steve van Barneveld). Suzie Foreman is the
secretary.
Given the current size and structure of the
Board, the Company has not fully complied
with ASX Recommendation 2.1. However, it
will seek to do so as it develops and the
Board grows.
The Committee is chaired by an independent
director (Jeff Bennett).
The Nomination Committee’s Charter is
located on the Company’s website.
The Company will report on the meetings and
attendance of the Nomination Committee in
future Annual Reports.
Recommendation 2.2
A listed entity should have and disclose a Board skill
matrix setting out the mix of skills and diversity that
the Board currently has or is looking to achieve in its
membership.
YES The Nomination Committee with the assistance of
an independent advisor, if required, reviews the
technical skills, capabilities and personal attributes
of its directors and will establish a skill matrix
setting out the mix of skills and diversity that the
Board currently has (or is looking to achieve). The
composition of the Board is to be reviewed
regularly against the Company’s Board skills
matrix to ensure the appropriate mix of skills and
expertise is present to facilitate successful
strategic direction.
The Board Charter requires the disclosure of each
Board members’ qualifications and expertise as set
out in the Company’s Board skills matrix. Full
details as to each director and senior executive’s
relevant skills and experience are available in the
Annual Report and the Company’s Website.

63

Annual Report 2016

Jameson Resources Limited

Recommendation 2.3
A listed entity should disclose:
(a) the names of the directors considered by
the Board to be independent directors;
(b) if a director has an interest, position,
association or relationship of the type
described in Box 2.3 of the ASX Corporate
Governance Principles and
Recommendation (3rd Edition), but the
Board is of the opinion that it does not
compromise the independence of the
director, the nature of the interest, position,
association or relationship in question and
an explanation of why the Board is of that
opinion; and
(c) the length of service of each director
YES (a) The Board Charter provides for the disclosure
of the names of Directors considered by the
Board to be independent. Mr van Barneveld
and Mr Bennett are both independent
directors. Mr Palm is not an independent
director as he is an executive of the Company.
(b) Details of the Directors interests, positions
associations and relationships are provided in
the Annual Report; and
(c) The length of service of each Director is
provided in the Annual Report.
Recommendation 2.4
A majority of the Board of a listed entity should be
independent directors.
YES The Board Charter requires that where practical
the majority of the Board will be independent.
Currently the Board has 2 independent directors
(Mr Jeff Bennett and Mr Steve van Barneveld) and
1 non-independent director (Mr Art Palm the CEO,
Acting Chair).
The
board
have
considered
the
relevant
independence of each director after reviewing the
definition of what constitutes independence as set
out in the ASX Corporate Governance Council's
Corporate
Governance
Principles
and
_Recommendations_as set out in Annexure A to the
Board Charter.
Recommendation 2.5
The chair of the Board of a listed entity should be an
independent director and, in particular, should not be
the same person as the CEO of the entity.
NO The Board Charter provides that where practical,
the Chairman of the Board will be a non-executive
director.
If
the
Chairman
ceases
to
be
independent, then the Board will consider
appointing a lead independent Director.
Currently Mr Art Palm fulfils the responsibilities of
both acting Chairman and CEO, and therefore the
Chair is not independent. Given the size of the
Company and the current economic climate a
further appointment to the chair was not
considered to be prudent at this time, however this
will be considered on an ongoing basis in light of
changing circumstances.
Recommendation 2.6
A listed entity should have a program for inducting
new directors and providing appropriate professional
development opportunities for continuing directors to
develop and maintain the skills and knowledge
needed to perform their role as a director effectively.
YES All new directors are provided with an induction
including comprehensive meetings with the CEO
and other directors and provision of information on
the Company including Company and board
policies. All directors are expected to maintain the
skills required to effectively discharge their
obligations to the Company. Directors are
encouraged to undertake continuing professional
education and, if this involves industry seminars
and
approved
education
courses,
where
appropriate, this is paid for by the Company. The
Board is responsible for ensuring that resources
are allocated to developing and maintaining the
directors skills and knowledge and to ensure that
the directors have and maintain the necessary
skills and knowledge required to fulfil their role on
the Board and its Committees effectively.

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Principle 3: Act ethically and responsibly Recommendation 3.1

A listed entity should:

  • (a) have a code of conduct for its directors, senior executives and employees; and

  • (b) disclose that code or a summary of it.

YES

  • (a) The Corporate Code of Conduct applies to the Company’s directors, senior executives and employees.

  • (b) The Company’s Corporate Code of Conduct is available on the Company’s website.

==> picture [201 x 32] intentionally omitted <==

Principle 4 : Safeguard integrity in financial reporting Recommendation 4.1

  • (a) As the Board only consists of three (3)

  • NO members, the Company does not have an Audit and Risk Committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues. The responsibilities of the Audit and Risk Committee are currently carried out by the Board.

The Board of a listed entity should: NO members, the Company does not have an Audit
(a) have an audit committee which: and Risk Committee because it would not be a
(i) has at least three members, all of more efficient mechanism than the full Board for
whom are non-executive directors focusing the Company on specific issues. The
and a majority of whom are responsibilities of the Audit and Risk Committee
independent directors; and are currently carried out by the Board.
(ii) is chaired by an independent (b) The Company has adopted the Audit
director, who is not the chair of the Committee Charter and the Risk and Internal
Board, Compliance Control Committee Charter, whose
procedures including risk management, the
and disclose: processes for the appointment and removal of the
external auditor and the rotation of the audit
(iii) the charter of the committee; engagement
partner.
These
are
currently
followed by the board and will be followed by the
(iv) the relevant qualifications and Audit and Risk Committee in full once it has been
experience of the members of the established. The Charter provides that:
committee; and
(v) in relation to each reporting The Audit and Risk Committee Charter is made
period, the number of times the available on the Company website;
committee met throughout the
period and the individual
attendances of the members at
those meetings;or
(b) if it does not have an audit committee,
disclose that fact and the processes it
employs that independently verify and
safeguard the integrity of its financial
reporting, including the processes for the
appointment and removal of the external
auditor and the rotation of the audit
engagement partner.
Recommendation 4.2 The Audit and Risk Committee Charter states that
The Board of a listed entity should, before it YES a duty and responsibility of the Committee, and as
approves the entity’s financial statements for a the Company does not have a Committee the
financial period, receive from its CEO and CFO a Board, is to ensure that before the Board approves
declaration that the financial records of the entity the entity’s financial statements for a financial
have been properly maintained and that the financial period, the CEO and CFO have declared that in
statements comply with the appropriate accounting their opinion the financial records of the entity have
standards and give a true and fair view of the been properly maintained and that the financial
financial position and performance of the entity and statements comply with the appropriate accounting
that the opinion has been formed on the basis of a standards and give a true and fair view of the
sound system of risk management and internal financial position and performance of the entity and
control which is operating effectively. that the opinion has been formed on the basis of a
sound system of risk management and internal
control which is operating effectively.

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Recommendation 4.3 The Audit and Risk Committee Charter provides A listed entity that has an AGM should ensure that YES that the Committee, and as the Company does not its external auditor attends its AGM and is available have a Committee, the Board, must ensure the to answer questions from security holders relevant Company’s external auditor attends its AGM and is to the audit. available to answer questions from security holders relevant to the audit.

Recommendation 4.3
A listed entity that has an AGM should ensure that
its external auditor attends its AGM and is available
to answer questions from security holders relevant
to the audit.
YES The Audit and Risk Committee Charter provides
that the Committee, and as the Company does not
have a Committee, the Board, must ensure the
Company’s external auditor attends its AGM and is
available to answer questions from security
holders relevant to the audit.
The Audit and Risk Committee Charter provides
that the Committee, and as the Company does not
have a Committee, the Board, must ensure the
Company’s external auditor attends its AGM and is
available to answer questions from security
holders relevant to the audit.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should:
(a) have a written policy for complying with its
continuous disclosure obligations under the
Listing Rules; and
(b) disclose that policy or a summary of it.
YES (a) The Board Charter provides details of the
Company’s disclosure policy. In addition,
Schedule 7 of the Corporate Governance Plan
is entitled ‘Continuous Disclosure’ and details
the Company’s disclosure requirements as
required by the ASX Listing Rules and other
relevant legislation.
(b) The
Board
Charter
and
Schedule
5
Continuous Disclosure Policy of the Corporate
Governance Policies are available on the
Company website.
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about itself
and its governance to investors via its website.
YES Information
about
the
Company
and
its
governance
is
available
in
the
Corporate
Governance Statement and associated policies
which can be found on the Company’s website.
Recommendation 6.2
A listed entity should design and implement an
investor relations program to facilitate effective two-
way communication with investors.
YES The Company has adopted a Shareholder
Communications Policy which aims to promote and
facilitate effective two-way communication with
investors. The Policy outlines a range of ways in
which
information
is
communicated
to
shareholders.
Recommendation 6.3
A listed entity should disclose the policies and
processes it has in place to facilitate and encourage
participation at meetings of security holders.
YES The Shareholder Communications Policy states
that as a part of the Company’s developing investor
relations program, Shareholders can register with
the
Company
Secretary
to
receive
email
notifications of when an announcement is made by
the Company to the ASX, including the release of
the Annual Report, half yearly reports and quarterly
reports. Links are made available to the
Company’s website on which all information
provided to the ASX is immediately posted.
Shareholders are encouraged to participate at all
EGMs and AGMs of the Company. Upon the
despatch of any notice of meeting to Shareholders,
the Company Secretary shall send out material
with that notice of meeting stating that all
Shareholders are encouraged to participate at the
meeting.
The Company permits shareholders to vote online
(and by other methods) prior to an Annual General
Meeting if they are unable to attend the meeting.
Recommendation 6.4
A listed entity should give security holders the option
to receive communications from, and send
communications to, the entity and its security
registry electronically.
YES Security holders can register with the Company to
receive
electronic
notifications
when
an
announcement is made by the Company to the
ASX.
Shareholders queries should be referred to the
Company Secretary at first instance and Company
communication details are contained within the
Shareholder Communications Policy and on the
Company website.

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  • Principle 7: Recognise and manage risk Recommendation 7.1 (a) The Board is charged with the responsibility of The Board of a listed entity should: NO determining the Company’s risk profile and is (a) have a committee or committees to oversee responsible for overseeing and approving risk risk, each of which: management strategy and policies. (i) has at least three members, a majority of whom are independent As the Board only consists of three (3) members, directors; and the Company does not have an Audit and Risk

  • (ii) is chaired by an independent Committee because it would not be a more efficient director, mechanism than the full Board for focusing the

  • and disclose: Company on specific issues. The responsibilities of the Audit and Risk Committee are currently carried

  • (iii) the charter of the committee; out by the Board. (iv) the members of the committee; and The Company has adopted the Audit and Risk

  • (v) as at the end of each reporting Committee Charter, which will be followed by the period, the number of times the Audit and Risk Committee once it has been committee met throughout the established. period and the individual attendances of the members at (b) The board devotes time annually to fulfilling those meetings; or the roles and responsibilities associated with

  • (b) if it does not have a risk committee or overseeing risk and maintaining the entities committees that satisfy (a) above, disclose that risk management framework and associated fact and the process it employs for overseeing internal control procedures. the entity’s risk management framework.

  • Recommendation 7.2 (a) The Company process for risk management The Board or a committee of the Board should: YES and internal compliance includes a (a) review the entity’s risk management requirement to identify and measure risk, framework with management at least monitor the environment for emerging factors annually to satisfy itself that it continues to and trends that affect these risks, formulate be sound, to determine whether there have risk management strategies and monitor the been any changes in the material business performance of risk management systems. risks the entity faces and to ensure that The Risk Management and Internal they remain within the risk appetite set by Compliance Control Policy details the the Board; and Company’s disclosure requirements with

  • (b) disclose in relation to each reporting period, respect to the risk management review whether such a review has taken place. procedure and internal compliance and controls.

  • (b) The board will, at least annually, undertake a structured consideration and review of the risk management framework and the material risks faced by, and the risk attitude of the Company.

  • The Board met during the year to consider its risk management framework and material risks faced by the Company.

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Recommendation 7.3

YES

The Audit and Risk Committee Charter provides for the internal audit function of the Company. The Charter outlines the monitoring, review and assessment of a range of internal audit functions and procedures.

A listed entity should disclose:

  • (a) if it has an internal audit function, how the function is structured and what role it performs; or

  • (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

Given the size of the Company, no internal audit function is currently considered necessary. The Board including the CEO, routinely consider risk management matters and continue to develop and refine their risk management and internal control processes.

Recommendation 7.4

The Company is of the view that its operations do YES not create a material exposure to economic, environmental and social sustainability risks.

A listed entity should disclose whether, and if so how, it has regard to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

Principle 8: Remunerate fairly and responsibly

Recommendation 7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the
function is structured and what role it
performs;or
(b) if it does not have an internal audit function,
that fact and the processes it employs for
evaluating and continually improving the
effectiveness of its risk management and
internal control processes.
YES The Audit and Risk Committee Charter provides for
the internal audit function of the Company. The
Charter outlines the monitoring, review and
assessment of a range of internal audit functions
and procedures.
Given the size of the Company, no internal audit
function is currently considered necessary.
The Board including the CEO, routinely consider
risk management matters and continue to develop
and refine their risk management and internal
control processes.
Recommendation 7.4
A listed entity should disclose whether, and if so
how, it has regard to economic, environmental and
social sustainability risks and, if it does, how it
manages or intends to manage those risks.
YES The Company is of the view that its operations do
not create a material exposure to economic,
environmental and social sustainability risks.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The Board of a listed entity should:
(a) have a remuneration committee which:
(i)
has at least three members, a
majority of whom are independent
directors; and
(ii)
is chaired by an independent
director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee;
and
(v)
as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
(b) if it does not have a remuneration
committee, disclose that fact and the
processes it employs for setting the level
and composition of remuneration for
directors and senior executives and
ensuring that such remuneration is
appropriate and not excessive.
NO (a) The
Company
has
a
Remuneration
Committee, however as the Board only
consists of three (3) members, its composition
of 2 non-executive directors does not comply
with ASX Corporate Governance Council’s
Best Practice Recommendations.
The Company has a Remuneration Committee
which comprises of two independent Directors (Jeff
Bennett and Steve van Barneveld), and Suzie
Foreman is the secretary.
The majority of the committee are intendent
directors and the committee is chaired by an
independent director
The Company has adopted The Remuneration
Committee Charter, which is followed by the
Remuneration Committee. The Remuneration
Committee
Charter
outlines
the
roles
and
responsibilities of the Remuneration Committee.
The Remuneration Charter is available on the
Company’s website.
The Company reports on the meetings and
attendance of the Remuneration Committee in the
Annual Report.
Recommendation 8.2
A listed entity should separately disclose its policies
and practices regarding the remuneration of non-
executive directors and the remuneration of
executive directors and other senior executives and
ensure that the different roles and responsibilities of
non-executive directors compared to executive
directors and other senior executives are reflected in
the level and composition of their remuneration.
YES The Company provides disclosure of all Directors
and Executives Remuneration in its Annual
Report.
Remuneration policies and practices of executives
and non-executives are also detailed in the
Remuneration Report.
Recommendation 8.3
A listed entity which has an equity-based
remuneration scheme should:
(a) have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise)
which limit the economic risk of participating in
the scheme; and
(b) disclose that policy or a summary of it.
YES The Company does not have an equity based
remuneration scheme which is affected by this
recommendation.

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ADDITIONAL SHAREHOLDER INFORMATION

A. CORPORATE GOVERNANCE

A statement disclosing the extent to which the Company has followed the best practice recommendations set by the ASX Corporate Governance Council during the reporting period is contained within the Financial Report.

B. SHAREHOLDING

1. Substantial Shareholders

The names of the substantial shareholders listed on the company’s register as at 16 August 2016:

Shareholder Number Percentage of issued
capital held
Zero Nom Pty Ltd 19,557,088 9.38%
Hillboi Nom Pty Ltd 12,345,006 5.92%
Wholesalers Morley Pty Ltd 11,056,667 5.30%
nquoted Securities
Number of Security
Class of Equity Security Number Holders
20 cents options expiring 31 August 2016 2,000,000 1
16 cents options expiring 30 September 2016 14,300,000 10
Exchangeable shares 500,000 3
Performance rights C expiring 30 August 2016 1,300,000 2
Performance rights D expiring 30 August 2016 1,300,000 2

2. Unquoted Securities

Names of persons holding greater than 20% of a class of unquoted equities:

Class of Equity Security Number Holder
31 August 2016 options - $0.20 2,000,000 Blackswan Corporate Pty Ltd
20 September 2016 options - $0.16 10,000,000 Zero Nominees Pty Ltd
Exchangeable shares 500,000 Dunlevy shareholders
Performance Rights C expiring 30 August 2016 1,000,000 Art Palm
Performance Rights C expiring 30 August 2016 300,000 Hixon Pty Ltd
Performance Rights D expiring 30 August 2016 1,000,000 Art Palm
Performance Rights D expiring 30 August 2016 300,000 Hixon Pty Ltd

3. Number of holders in each class of equity securities and the voting rights attached

There are 705 holders of ordinary shares. Each shareholder is entitled to one vote per share held.

There are 0 holders of listed options.

On a show of hands every shareholder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

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ADDITIONAL SHAREHOLDER INFORMATION ( Continued)

4. Distribution schedule of the number of holders in each class of equity security as at 16 August 2016.

Class of Equity Securities

Number Held as at 16 August 2016
1-1,000
1,001 - 5,000
5,001 – 10,000
10,001 - 100,000
100,001 and over
Totals
Fully Paid Ordinary Shares
37
87
110
281
190
705

5. Marketable Parcel

Holders of less than a marketable parcel: fully paid shares

305

6. Twenty largest holders of each class of quoted equity security

The names of the twenty largest holders of each class of quoted equity security, the number of equity security each holds and the percentage of capital each holds (as at 16 August 2016) is as follows:

Number of Held of Issued
Name Ordinary Fully Ordinary Capital
Paid Shares (%)
Held
1 Zero Nom Pty Ltd 19,557,088 9.38%
2 Hillboi Nominees Pty Ltd 12,345,006 5.92%
3 Wholesalers Morley Pty Ltd 11,056,667 5.30%
4 Perth Investment Corp Ltd 9,681,051 4.64%
5 Lord Robert Simeon 9,500,000 4.55%
6 Lyons Timothy Guy + H M 6,665,866 3.20%
7 Walloon Securities Pty Ltd 6,641,495 3.18%
8 Rpm Super Pty Ltd 5,729,867 2.75%
9 Citicorp Nominees Pty Ltd 5,151,500 2.47%
10 Lujeta Pty Ltd 4,991,698 2.39%
11 Burra Pty Ltd 4,500,000 2.16%
12 Hsbc Custody Nom Australia Ltd 3,630,832 1.74%
13 Jetosea Pty Ltd 3,517,750 1.69%
14 Argyle Gavin John 3,163,354 1.52%
15 Goldfire Enterprises Pty Ltd 3,032,765 1.45%
16 Gab Superfund Pty Ltd 2,885,416 1.38%
17 Deering Nominees Pty Ltd 2,500,000 1.20%
18 Swanshore Enterprises Pty Ltd 2,444,587 1.17%
19 Karakoram No2 Pty Ltd 2,280,000 1.09%
20 LyonsNicholas C +K M 2,215,211 1.06%
**TOTALS: ** 121,490,153 58.24%

7. Restricted Securities

There are no restricted securities on issue at the current date.

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SCHEDULE OF MINERAL TENEMENTS

Project Licences / Applications Status Interest
Crown Mountain 418150 Granted 90%
Crown Mountain 418151 Granted 90%
Crown Mountain 418152 Granted 90%
Crown Mountain 418153 Granted 90%
Crown Mountain 418154 Granted 90%
Crown Mountain 418430 Application 100%
Dunlevy 418441 Granted 100%
Dunlevy 418442 Granted 100%

71