Skip to main content

AI assistant

Sign in to chat with this filing

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

S2 RESOURCES LTD Annual Report 2018

Sep 11, 2018

65745_rns_2018-09-11_95f5696d-d277-45d2-a89f-07c41d7fa203.pdf

Annual Report

Open in viewer

Opens in your device viewer

S2 RESOURCES LTD ABN 18 606 128 090 Financial Report for the Year Ended 30 June 2018

Corporate Directory 1
Consolidated Statement of Profit or Loss and Other Comprehensive Income 17
Consolidated Statement of Financial Position 18
Consolidated Statement of Changes in Equity 19
Consolidated Statement of Changes in Equity 20
Consolidated Statement of Cash Flows 21
Notes to the Consolidated Financial Statements 22
Directors' Declaration 57
Auditor's Independence Declaration 58
Independent Auditor's Declaration 59

Annual Report 2018

Corporate Directory

Directors Jeff DowlingMark BennettAnna NeulingGrey Egerton‐Warburton Non‐Executive ChairmanManaging DirectorExecutive DirectorNon‐Executive Director
Company Secretary Anna Neuling
Principal and Registered Office North Wing, Level 21 Manning StreetScarborough, Western Australia 6019Telephone: +61 8 6166 0240Facsimile: +61 8 6270 5410Website: www.s2resources.com.au
Auditor BDO Audit (WA) Pty Ltd38 Station StreetSubiaco, Western Australia 6008Telephone: (08) 6382 4600
Share Registry Computershare Investor Services Pty LimitedLevel 2, 45 St Georges TerracePerth, Western Australia 6000Telephone: 1300 787 575
Stock Exchange Listing S2 Resources Ltd shares are listed on the Australian Securities Exchange.
ASX Code S2R

Directors Report

The Directors of S2 Resources Ltd ("Directors") present their report on the consolidated entity consisting of S2 Resources Ltd ("the Company" or "S2") and the entities it controlled at the end of, or during, the year ended 30 June 2018 ("Group").

Directors

The names and details of the Directors in office during the financial year and until the date of this Report are as follows. Directors were in office for the entire year unless otherwise stated.

Jeff Dowling Mark Bennett Anna Neuling Grey Egerton‐Warburton

Principal Activities

The principal continuing activity of the Group is mineral exploration.

Dividends

No dividends were paid or proposed to be paid to members during the financial year.

Review of Operations

Operating Result

The loss from continuing operations for the year ended 30 June 2018 after providing for income tax amounted to $1,673,903.

The loss results from $5,859,587 of exploration expenditure incurred and expensed; $1,090,320 of exploration impairment expense; $876,753 of share‐based payments expenses; $1,264,937 of administration costs; $752,561 of business development costs; $168,545 of depreciation costs; $1,893,669 of gain on disposal of available for sale financial assets; $5,919,557 gain on disposal of WA Gold Projects; $423,038 of net income and other net gains; and income tax benefit of $102,536. The exploration expenditure incurred and expensed mainly relates to the Company's Scandinavian, Nevada and Polar Bear projects.

Significant Changes in the State of Affairs

On 1 August 2017, the Group entered into an agreement with Kinetic Gold (US) Inc, a subsidiary of Renaissance Gold Inc ("RenGold"), a TSXV listed company to earn in to three of RenGold's properties located on some of the major known gold mineralized trends in Nevada, USA. The transaction provides the Group with earn‐in rights over three separate properties, each on similar terms. The key terms are as follows:

  • One off payment of US$75,000 on signing (ie US$25,000 per property).
  • Minimum spend of US$200,000 within 2 years on each property, and ability to earn a 70% interest for expenditure of US$3 million within 5 years on each property.
  • If/when the Group earns in, RenGold can participate in exploration programs or dilute its interest, and if Rengold dilutes its interest below 10%, it reverts to a net smelter return royalty.
  • If still participating (ie. above 10%) at the time of a decision to mine, RenGold can participate at its future interest level or revert to a net smelter return royalty.

The transaction satisfied the conditions precedent of the agreement on 26 September 2017.

Significant Changes in the State of Affairs (continued)

During the financial year ended 30 June 2018, the Group made a decision to impair the exploration asset for Sweden and the Pluto project in Nevada of $1,033,028 and $57,292 respectively. The Group made a decision to change its focus and resources from Sweden to other opportunities available to the Company but still retains tenure in Sweden. For the Pluto project, the Group made a decision to not continue exploration activities and therefore will not earn into the joint venture with Rengold for this project.

On 5 December 2017, Mr Tony Walsh resigned as Company Secretary and Ms Anna Neuling was re‐appointed as Company Secretary and recommenced her executive responsibilities for the Group following her return from parental leave.

On 13th February 2018, the Group entered into a Heads of Agreement ("HOA") with Westgold Resources Limited ("Westgold") to sell its interest in the Polar Bear Project (100%), Eundynie Joint Venture (80%) and the Norcott Project (100%) (together, the "WA Gold Projects") via the sale of all of the shares in S2's wholly owned subsidiary Polar Metals Pty Ltd ("Sale") for A$3 million cash and 4 million Westgold shares. S2 retains nickel rights over the WA gold projects, including the Taipan and Halls Knoll nickel sulfide prospects discovered by S2's precursor Sirius Resources. The sale completed on 23rd February 2018.

After Balance Date Events

There have been no matter or circumstance that has arisen since 30 June 2018 that has significantly affected, or may significantly affect:

  • the Group's operations in future financial years; or
  • the result of those operations in future financial years; or
  • the Group's state of affairs in future financial years.

Likely Developments and Expected Results of Operations

The Group will recommence drilling activities on its targets in Nevada in the last quarter of 2018. In Finland, an extensive soil sampling program has taken place during the summer period with results expected in October 2018 where a further evaluation will be made to determine the next stage of exploration. In Sweden, the Group finalised its drilling activities after the winter period and changed its focus and resources to other opportunities available to the Company but still retains tenure in Sweden.

Environmental Regulation

The Group's operations are subject to environmental regulation under the laws of Sweden, Finland, the State of Nevada, the Australian Commonwealth and the State of Western Australia. The Board of Directors ("Board") is of the view that all relevant environmental regulation requirements have been met.

Information on Directors

Mark Bennett – Chief Executive Officer and Managing Director

Experience and Expertise

Mark was the managing director and CEO of Sirius from its inception to its merger with Independence Group, and was non‐executive director of Independence Group following the merger until June 2016.

He is a geologist with 28 years of experience in gold, nickel and base metal exploration and mining. He holds a BSc in Mining Geology from the University of Leicester and a PhD from the University of Leeds and is a Member of the Australasian Institute of Mining and Metallurgy, a Fellow of the Geological Society of London, a Fellow of the Australian Institute of Geoscientists and a Member of the Australian Institute of Company Directors.

He has worked in Australia, West Africa, Canada, USA and Europe, initially for LionOre Mining International Limited and WMC Resources Limited at various locations including Kalgoorlie, Kambalda, St.Ives, LionOre's nickel and gold mines throughout Western Australia, the East Kimberley, and Stawell in Victoria. His more recent experience, as Managing Director of Sirius Resources and S2 Resources and as a director of private Canadian company True North Nickel has been predominantly in Western Australia (the Fraser Range including Nova‐Bollinger, and the Polar Bear project in the Eastern Goldfields), Quebec (the Raglan West nickel project), British Columbia, Sweden, Finland, and Nevada.

Positions held include various technical, operational, executive and board positions including Managing Director, Chief Executive Officer, Executive Director, Non‐executive director, Exploration Manager and Chief Geologist.

Mark is a two times winner of the Association of Mining and Exploration Companies "Prospector Award" for his discoveries which include the Thunderbox Gold Mine, the Waterloo nickel mine and most recently the world class Nova‐ Bollinger nickel‐copper mine.

In addition to his technical expertise, Mark is very experienced in corporate affairs, equity capital markets, investor relations and community engagement and has led Sirius from prior to the discovery of Nova all the way through feasibility, financing, permitting and construction, and latterly through the schemes of arrangement to merge with Independence and to demerge S2.

Other Directorships

Dr Bennett has no directorships of other public listed companies.

Former Directorships in the Last Three Years

CEO and Managing Director of Sirius Resources NL from 31 August 2009 to 21 September 2015. Non‐Executive Director of Independence Group from 21 September 2015 to 1 June 2016.

Number of interests in shares and options held in S2 Resources Ltd

Options 19,500,000
Shares 4,695,001

Jeff Dowling – Non‐Executive Chairman

Experience and Expertise

Mr Dowling was Sirius' Non‐Executive Chairman until 21 September 2015 and is a highly experienced corporate leader with 36 years' experience in professional services with Ernst & Young. Mr Dowling held numerous leadership roles within Ernst & Young which focused on the mining, oil and gas and other industries.

His professional expertise centres around audit, risk and financial management derived from acting as lead partner on large public company audits, capital raisings and corporate transactions. Mr Dowling's career with Ernst & Young culminated in his appointment as Managing Partner of the Ernst & Young Western Region for a period of 5 years.

Mr Dowling has a Bachelor of Commerce from the University of Western Australia and is a fellow of the Institute of Chartered Accountants, the Australian Institute of Company Directors and the Financial Services Institute of Australasia.

Mr Dowling is a member of the Group's Audit & Risk Committee and Chairman of the Remuneration & Nomination Committee which was formed on 19 July 2016.

Other Directorships

Non‐Executive Director of NRW Holdings Ltd since 22 August 2013. Non‐Executive Director of Fleetwood Corporation Ltd since 1 July 2017. Non‐Executive Chairman of Battery Minerals since 25 January 2018.

Former Directorships in the Last Three Years

Non‐Executive Director of Atlas Iron Ltd from 8 November 2011 to 6 May 2016. Non‐Executive Chairman of Sirius Resources NL from 28 February 2013 to 22 September 2015. Non‐Executive Chairman of Pura Vida Energy from 13 January 2014 to 17 May 2016.

Number of interests in shares and options held in S2 Resources Ltd

Options 4,750,000
Shares 700,000

Anna Neuling – Executive Director (Non‐Executive Director from 1 July 2017 to 4 December 2017)

Experience and Expertise

Ms Neuling was the Company Secretary and CFO of Sirius Resources NL from the company's inception in 2009 until 22 September 2013 where she was appointed as Executive Director – Corporate and Commercial until its merger with Independence Group that occurred on 21 September 2015.

Ms Neuling worked at Deloitte in London and Perth prior to joining LionOre Mining International Limited in 2005, until its takeover by Norilsk Nickel. She holds a degree in mathematics from the University of Newcastle (UK).

She is a Fellow of the Institute of Chartered Accountants in England and Wales and has held a number of senior executive positions in the resources industry, including CFO and Company Secretarial roles at several listed companies.

Ms Neuling had returned from parental leave and recommenced as Executive Director and Company Secretary of the Group from 5 December 2017.

Ms Neuling is a member of the Group's Audit & Risk Committee and Remuneration & Nomination Committee which was formed on 19 July 2016.

Other Directorships

Ms Neuling has no directorships of other public listed companies.

Former Directorships in the Last Three Years

Ms Neuling was a Non‐Executive Director (28 September 2012 to 22 September 2013) and Executive Director (23 September 2013 to 21 September 2015) of Sirius.

Number of interests in shares and options held in S2 Resources Ltd

Options 11,500,000
Shares 350,000

Grey Egerton‐Warburton – Non‐Executive Director

Experience and Expertise

Mr Egerton‐Warburton is a very experienced corporate financier, with a strong background in natural resources, having spent 16 years with Hartleys Limited, including most recently as head of corporate finance. He has extensive experience in equity capital markets, acquisitions, divestments and domestic and international change of control transactions, having led a substantial number of capital raisings, takeovers and mergers for many ASX listed companies, across many sectors. Prior to a career in corporate finance, Mr Egerton‐Warburton practiced at a tier one national law firm.

Grey currently serves as Deputy Chair of the Womens and Infants Research Foundation (WIRF), the charitable arm of King Edward Memorial Hospital in Perth, Western Australia.

While at Hartleys, Grey worked closely with Sirius Resources NL as its corporate advisor from mid‐2012 until the completion of the merger between Sirius and Independence Group.

Mr Egerton‐Warburton is the Chairman of the Group's Audit & Risk Committee and a member of the Remuneration & Nomination Committee which was formed on 19 July 2016.

Other Directorships

Mr Egerton‐Warburton has no directorships of other public listed companies.

Former Directorships in the Last Three Years

Mr Egerton‐Warburton has had no directorships of any other public listed company in the last three years.

Number of interests in shares and options held in S2 Resources Ltd

Options 3,250,000
Shares 550,400

Meetings of Directors

The number of meetings of the Board and of each Board Committee held during the year ended 30 June 2018 and the number of meetings attended by each Director were:

Directors'Meetings Audit & Risk Committee Remuneration &NominationCommittee
Name A B A B A B
Mark Bennett* 12 12 3 3 1 1
Anna Neuling 12 12 3 3 1 1
Jeff Dowling 12 12 3 3 1 1
Grey Egerton‐Warburton 12 12 3 3 1 1

A Number of meetings attended (including circular resolutions)

  • B Number of meetings held during the time the Director held office during the period and that he/she was able to attend (including circular resolutions)
  • ‐ Not a member of the relevant Committee
  • * Dr Bennett had attended the Audit & Risk and Remuneration & Nomination committee meetings by invitation and is not a member of either committee.

Indemnifying of Officers or Auditor

During the year the Group paid a premium in respect of insuring Directors and Officers of the Group against liabilities incurred as a Director or Officer. The insurer shall pay on behalf of the Group or each Director or Officer all losses for which the Director or Officer is not indemnified by the Group arising from a claim against a Director or Officer individually or collectively.

The Group had not, during or since the financial year, indemnified or agreed to indemnify the auditor of the Group against a liability incurred as an auditor.

Options & Rights

Unissued ordinary shares of the Company under options or rights at the date of this Report are as follows:

Options

Number Grant Date Expiry Date Exercise Price $
28,450,000 14/09/2015 14/09/2019 0.31
50,000 09/10/2015 09/10/2019 0.31
400,000 23/10/2015 23/10/2019 0.31
400,000 28/11/2015 28/11/2019 0.31
400,000 18/04/2016 17/04/2020 0.31
1,000,000 29/04/2016 28/04/2020 0.35
9,150,000 07/10/2016 06/10/2020 0.61
10,900,000 17/10/2017 16/10/2021 0.23

There were no shares issued since the end of the financial year on the exercise of options.

No person entitled to exercise an option had or has any rights by virtue of the option to participate in any share issue of any other body corporate.

Remuneration Report (audited)

This Remuneration Report, which has been audited, outlines the Key Management Personnel (as defined in AASB 124 Related Party Disclosures) ("KMP") remuneration arrangements for the Group, in accordance with the requirements of the section 308 (3c) of the Corporations Act 2001 and its Regulations.

The KMP covered in this remuneration report are:

  • ‐ Mark Bennett CEO and Managing Director
  • ‐ Anna Neuling Was Non‐Executive Director from 1 July 2017 to 4 December 2017 when Ms Neuling was on parental leave and was Executive Director and Company Secretary from 5 December 2017.
  • ‐ Jeff Dowling Non‐Executive Chairman
  • ‐ Grey Egerton‐Warburton Non‐Executive Director
  • ‐ Su‐Mei Sain Chief Financial Officer was on parental leave from 1 December 2017 to 25 June 2018.

The principles adopted have been approved by the Board and have been set out in this Remuneration Report. This audited Remuneration Report is set out under the following main headings:

    1. Principles used to determine the nature and amount of remuneration
    1. Details of remuneration
    1. Service agreements
    1. Share‐based compensation

The information provided under headings 1 to 4 above includes remuneration disclosures that are required under Accounting Standard AASB 124, Related Party Disclosures.

1. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION

The objective of the Group's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework which has been set out in detail under the remuneration structure in this Remuneration Report aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and conforms to market best practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:

  • competitiveness and reasonableness;
  • aligns shareholders and executive interests;
  • performance based and aligned to the successful achievement of strategic and tactical business objectives; and
  • transparency.

Executive Directors

Remuneration to Executive Directors reflects the demands which are made on, and the responsibilities of, the Executive Directors. Executive Directors' remuneration is reviewed annually to ensure it is appropriate and in line with the market. There are no retirement allowances or other benefits paid to Executive Directors other than superannuation guarantee amounts as required.

The executive remuneration and reward framework has three components:

  • base pay;
  • share‐based payments; and
  • other remuneration such as superannuation and long service leave.

Remuneration Report (audited) (cont)

1. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION (CONTINUED)

The combination of these comprises the Executive Director's total remuneration.

Fixed remuneration, consisting of base salary and superannuation will be reviewed annually by the Remuneration & Nomination Committee, based on individual contribution to corporate performance and the overall relative position of the Group to its market peers.

Non ‐ Executive Directors

Remuneration to Non‐Executive Directors reflects the demands which are made on, and the responsibilities of, the Non‐ Executive Directors. Non‐Executive Directors' remuneration is reviewed annually. For the year ended 30 June 2018, exclusive of superannuation guarantee the annual cash remuneration for the Non‐Executive Director was $45,000 per annum with the Chairman receiving $75,000 per annum. The Non‐Executive Directors were also issued options under the Directors Share Option Plan in October 2017 that was approved by Company's shareholders at the 2017 Annual General Meeting.

Company Performance

As an exploration company the Board does not consider the operating loss after tax as one of the performance indicators when implementing an incentive based remuneration policy. The Board considers that identification and securing of new business growth opportunities, the success of exploration and, if appropriate, feasibility activities, safety and environmental performance, the securing of funding arrangements and responsible management of cash resources and the Company's other assets are more appropriate performance indicators to assess the performance of management at this stage of the company's development.

Short‐term incentives

To align the remuneration of employees with the company aim of responsible management of cash resources, there were no short‐term incentives paid or proposed to be paid for the year ended 30 June 2018. The company's approach in regards to the use of short term cash incentives will be assessed by the Remuneration & Nomination Committee on an ongoing basis as the company evolves.

Long‐term incentives

To align the board and management with shareholder's interests and with market practices of peer companies and to provide a competitive total remuneration package, the Board introduced a long‐term incentive ("LTI") plan to motivate and reward executives and non‐executive directors. The LTI is provided as options over ordinary shares of the Company under the rules of the Employee Share Option Plan and the Directors Option Plan as approved in September 2015.

During the financial year ended 30 June 2018, the Remuneration and Nomination Audit Committee have agreed to not issue any Director options and only issue employee and service provider options at the 2018 Annual General Meeting.

Company performance, shareholder wealth and directors' and executives' remuneration

No relationship exists between shareholder wealth, director and executive remuneration and Company performance due to the nature of the Company's operations being a non‐producing resources exploration company.

The table below shows the losses and earnings per share of the Company for the last three financial years.

2018 2017 2016
Net loss (1,673,903) (10,020,602) (10,823,222)
Share price at year end (cents) 16 16 28.5
Loss per share (cents) (0.68) (4.12) (7.12)

Remuneration Report (audited) (cont)

2. DETAILS OF REMUNERATION

Year Ended 30 June 2018

The amount of remuneration paid and entitlements owed to KMP is set out below.

CASH REMUNERATION AND ENTITLEMENTS
Cash remuneration
2018 SalaryPost –employmentbenefits(superannuation) Untaken annualleave entitlementowing Total cashpayments andentitlements
$ $ $ $
Directors
M Bennett 325,000 20,049 11,871 356,920
A Neuling 91,443 8,654 1,548 101,645
J Dowling 75,000 7,125 82,125
G Egerton‐Warburton 45,000 4,275 49,275
Other Key ManagementPersonnel
S Sain 63,638 4,857 862 69,357
T Walsh (1) 31,000 31,000
631,081 44,960 14,281 690,322
  1. Mr Walsh's short term payments are fees incurred as per his consultancy agreement with the Company. The fees disclosed are for the period 1 July 2017 to 5 December 2017 when Mr Walsh resigned as Company Secretary of the Group.

Year Ended 30 June 2017

CASH REMUNERATION AND ENTITLEMENTS

Cash remuneration
2017 Salary Post –employment Untaken annual Total cash
benefits(superannuation) leave entitlementowing payments andentitlements
$ $ $ $
Directors
M Bennett 307,500 19,539 18,748 345,787
A Neuling 67,789 6,440 5,214 79,443
J Dowling 75,000 7,125 82,125
G Egerton‐Warburton 45,000 4,275 49,275
Other Key Management
Personnel
S Sain 115,195 10,450 2,699 128,344
T Walsh (1) 41,330 41,330
651,814 47,829 26,661 726,304
  1. Mr Walsh's short term payments are fees incurred as per his consultancy agreement with the Company. He was appointed on 3 January 2017 as Company Secretary for the Group.

Remuneration Report (audited) (cont)

2. DETAILS OF REMUNERATION (CONTINUED)

Total cash Options Total LTI
payments issued % of
remuneration
$ $ $
Directors
M Bennett 356,920 331,725 688,645 48%
A Neuling 101,645 103,664 205,309 50%
J Dowling 82,125 103,664 185,789 56%
G Egerton‐Warburton 49,275 103,664 152,939 68%
Other Key Management
Personnel
S Sain 69,357 24,879 94,236 26%
T Walsh 31,000 31,000 0%
690,322 667,596 1,357,918

2018 TOTAL REMUNERATION

2017 TOTAL REMUNERATION

Total cash Options Total LTI
payments issued % of
remuneration
$ $ $
Directors
M Bennett 345,787 700,632 1,046,419 67%
A Neuling 79,443 350,316 429,759 81%
J Dowling 82,125 233,544 315,669 74%
G Egerton‐Warburton 49,275 233,544 282,819 83%
Other Key Management
Personnel
S Sain 128,344 70,063 198,407 35%
T Walsh 41,330 70,063 111,393 63%
726,304 1,658,162 2,384,466

There were no non‐monetary benefits paid to the Directors or KMP for the year ended 30 June 2018.

Other than those disclosed above, there were no transactions with related parties to the KMP for the year ended 30 June 2018.

Remuneration Report (audited) (cont)

3. SERVICE AGREEMENTS

For the year ended 30 June 2018, the following service agreements were in place with the Directors and key management personnel of S2:

On 4 September 2015, an Executive Services Agreement was entered into between the Company and Managing Director and Chief Executive Officer Mark Bennett. Under the terms of the Agreement:

  • Dr Bennett was paid a remuneration package of $325,000 per annum base salary plus statutory superannuation.
  • Under the general termination of employment provision, the Company may terminate the Agreement by giving Dr Bennett twelve months' notice.
  • Under the general termination of employment provision, Dr Bennett may terminate the Agreement by giving the Company three months' notice.
  • The Company may terminate the Agreement at any time without notice if serious misconduct has occurred. On termination with cause, the Executive is not entitled to any payment.

On 10 September 2015, a letter of appointment was entered into between the Company and Non‐Executive Chairman Jeff Dowling. Under the terms of the Agreement:

  • Mr Dowling was paid a remuneration package of $75,000 per annum base salary plus statutory superannuation.
  • Under the general termination of employment provision, either party may terminate the Agreement by the giving of written notice.

On 4 September 2015, an Executive Services Agreement was entered into between the Company and Executive Director Anna Neuling. On 3 January 2017, a letter of appointment was entered into between the Company and Ms Neuling for the role as Non‐Executive Director during her parental leave. Under the terms of the Agreement as Executive Director:

  • Ms Neuling was appointed as Executive Director, including the role of Company Secretary;
  • Ms Neuling was paid a remuneration package of $120,000 per annum comprising a base salary plus statutory superannuation for work on a part time basis (based on $300,000 full time equivalent).
  • Under the general termination of employment provision, the Company may terminate the Agreement by giving Ms Neuling twelve months' notice.
  • Under the general termination of employment provision, Ms Neuling may terminate the Agreement by giving the Company three months' notice.
  • The Company may terminate the Agreement at any time without notice if serious misconduct has occurred. On termination with cause, the Executive is not entitled to any payment.

Under the terms of the Agreement as Non‐Executive Director:

  • Ms Neuling was paid a remuneration package of $45,000 per annum base salary plus statutory superannuation.
  • The same terms will apply under Ms Neuling's Executive Director Agreement in regards to general termination of employment provision between herself and the Company and in relation to serious misconduct.
  • This agreement ended on 5 December 2017 when Ms Neuling returned from parental leave and recommenced her executive position.

On 29 April 2016, a letter of appointment was entered into between the Company and Non‐Executive Director Grey Egerton‐Warburton. Under the terms of the Agreement:

  • Mr Egerton‐Warburton was paid a remuneration package of $45,000 per annum base salary plus statutory superannuation.
  • Under the general termination of employment provision, either party may terminate the Agreement by the giving of written notice.

Remuneration Report (audited) (cont)

3. SERVICE AGREEMENTS (CONTINUED)

On 8 September 2015, the Company entered into an employment contract with Su‐Mei Sain. Under the terms of the Agreement:

  • Ms Sain was appointed in the capacity of Chief Financial Officer and paid a remuneration package of $120,000 per annum base salary plus statutory superannuation for work on a part time basis (based on $150,000 full time equivalent).
  • The Company or Ms Sain may terminate the contract at any time by giving the other party 12 weeks' notice.
  • The Company may terminate the Agreement at any time without notice if serious misconduct has occurred. On termination with cause, Ms Sain is not entitled to any payment.

On 6 October 2016, a consulting agreement was entered into between the Company and Company Secretary, Tony Walsh. Under the terms of the Agreement:

  • Mr Walsh's commencement date was 12 December 2016 and the agreement was terminated on 5 December 2017 as he had resigned as Company Secretary of the Group.
  • Mr Walsh's fees were paid to Tony Walsh Corporate Services Pty Ltd.
  • Mr Walsh was paid a monthly fee of $5,000 per month (plus GST) for an average of one business day per week or $10,000 per month (plus GST) for an average two business days per week.

4. SHARE‐BASED COMPENSATION

Option holdings

The numbers of options in the Company held during the year ended by each KMP of S2, including their related parties, are set out below:

2018 Balance at Granted Expired Other Balance at
the start of during the during the changes the year
the year year year ended
Director
M Bennett 15,500,000 4,000,000 19,500,000
A Neuling 10,250,000 1,250,000 11,500,000
J Dowling 3,500,000 1,250,000 4,750,000
G Egerton‐Warburton 2,000,000 1,250,000 3,250,000
31,250,000 7,750,000 39,000,000
Other KeyManagement Personnel
S Sain 1,100,000 300,000 1,400,000
T Walsh 300,000 300,000
1,400,000 300,000 1,700,000

Remuneration Report (audited) (cont)

4. SHARE‐BASED COMPENSATION (CONTINUED)

As at 30 June 2018, the number of options that have vested and exercisable were 40,400,000 and the number of options yet to vest and un‐exercisable were 300,000.

The option terms and conditions of each grant of options over ordinary shares affecting remuneration of Directors and other KMP in the year ended or future reporting years are as follows:

Options issued Grant Date Expiry date Exerciseprice$ Fair value peroption$ Vested$
Directors Option Plan 14 Sep 2015 14 Sep 2019 0.31 0.13 100%
29 Apr 2016 28 Apr 2020 0.35 0.16 100%
7 Oct 2016 6 Oct 2020 0.61 0.23 100%
17 Oct 2017 16 Oct 2021 0.23 0.08 100%
Employee Share Option Plan 14 Sep 2015 14 Sep 2019 0.31 0.13 100%
7 Oct 2016 6 Oct 2020 0.61 0.23 100%
17 Oct 2017 16 Oct 2021 0.23 0.08 0%*

*Options vest a year after grant date. Please refer to note 16 for more information.

Shareholdings

The numbers of shares in the Company held during the year ended by each KMP of S2, including their related parties, are set out below:

2018 Balance at the Other changes during Balance for
start of the year the year the year
ended
Directors
M Bennett 4,595,001 4,595,001
A Neuling 350,000 350,000
J Dowling 500,000 500,000
G Egerton‐Warburton 550,400 550,400
Other Key Management
Personnel
S Sain 50,000 50,000
T Walsh 50,000 50,000
6,095,401 6,095,401

There were no shares granted to KMP's during the reporting year as remuneration.

Use of remuneration consultants

No remuneration consultants were engaged or used for the Group during the year ended 30 June 2018.

Remuneration Report (audited) (cont)

Voting and comments made at the Company's Annual General Meeting

At the 2017 Annual General Meeting, the resolution to adopt the Remuneration Report for the year ended 30 June 2017 was passed on a poll with 91% of votes cast on the poll voting "For" the resolution to adopt the Remuneration Report. The Company did not receive any specific feedback at the Annual General Meeting regarding its remuneration practices.

Share trading policy

The trading of shares issued to participants under any of the Group's employee equity plans is subject to, and conditional upon, compliance with the Group's employee share trading policy as per the Group's Corporate Governance Policy. Directors and executives are prohibited from entering into any hedging arrangements over unvested options under the Group's employee option plan. The Group would consider a breach of this policy as gross misconduct which may lead to disciplinary action and potentially dismissal.

This concludes the Remuneration Report, which has been audited.

Proceedings on behalf of the Group

No person had applied to the court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings. No proceedings had been brought or intervened in on behalf of the Group with leave of the court under section 237 of the Corporations Act 2001.

Auditor

BDO Audit (WA) Pty Ltd was appointed as auditors for the Group in office in accordance with section 327 of the Corporations Act 2001.

Audit Services

During the year ended 30 June 2018, $38,482 was paid or is payable for audit services provided by the auditors. There were no non‐audit services performed during the financial year.

Auditor's Independence Declaration

A copy of the auditors' independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 59 of the financial report.

Corporate Governance

The Directors support and adhere to the principles of corporate governance, recognising the need for the highest standard of corporate behaviour and accountability.

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

Mark Bennett Director Perth 11 September 2018

Annual Financial Report

Consolidated Statement of Profit or Loss and Other Comprehensive Income

for the year ended 30 June 2018

Notes 30 June 30 June
2018$ 2017$
Other income 4 213,899 428,459
Corporate salaries and wages (531,168) (493,851)
Consulting and legal fees (346,577) (408,516)
Share and company registry (85,501) (140,596)
Listing fees (40,326) (52,008)
Office rental and variable outgoings (141,476) (252,891)
Insurance (119,889) (95,509)
Business development including travel expenditure (752,561) (645,916)
Depreciation expense 11 (168,545) (154,050)
Share‐based payments 16 (876,753) (2,870,328)
Gain on disposal of available for sale financial assets 8 1,893,669
Gain on disposal of WA Gold Projects 9 5,919,557
Other gain/(losses) ‐ net 209,139 (84,833)
Exploration expenditure expensed as incurred 10 (5,859,587) (4,978,990)
Exploration impairment expense 10 (1,090,320)
Loss before income tax (1,776,439) (9,749,029)
Income tax (expense)/benefit 5 102,536 (271,573)
Loss after income tax for the year (1,673,903) (10,020,602)
Other comprehensive income
Items that may be classified to profit or loss
Changes in the fair value of available‐for‐sale financial assets 8 1,722,579 188,088
Exchange differences on translation of foreign operations 102,379 9,499
Total comprehensive income for the year attributable to themembers of S2 Resources Ltd 151,055 (9,823,015)
Loss per share for loss attributable to the members of S2 ResourcesLtd
Basic loss per share 21(c) (0.68) (4.12)

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

Consolidated Statement of Financial Position

as at 30 June 2018

Notes 30 June 30 June
2018$ 2017$
CURRENT ASSETS
Cash and cash equivalents 6 15,026,119 17,501,007
Restricted cash 6 348,889 306,061
Trade and other receivables 7 403,758 227,465
TOTAL CURRENT ASSETS 15,778,766 18,034,533
NON‐CURRENT ASSETS
Available‐for‐sale financial assets 8 8,310,859 1,188,689
Exploration and evaluation 10 1,083,153 4,650,820
Property, plant and equipment 11 227,737 391,590
TOTAL NON‐CURRENT ASSETS 9,621,749 6,231,099
TOTAL ASSETS 25,400,515 24,265,632
CURRENT LIABILITIES
Trade and other payables 12 546,786 476,819
Provisions 13 60,521 338,413
TOTAL CURRENT LIABILITIES 607,307 815,232
TOTAL LIABILITIES 607,307 815,232
NET ASSETS 24,793,208 23,450,400
EQUITY
Share capital 14 52,552,523 52,237,523
Reserves 15 9,973,013 (7,943,299)
Accumulated losses (37,732,328) (20,843,824)
TOTAL EQUITY 24,793,208 23,450,400

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

Consolidated Statement of Changes in Equity

for the year ended 30 June 2018

bubleholdef theAtiityGrtrtatoeqursooup$indollars haSreitalcap haSrebadsentpayme heOtrReserve AcisitionquReserve FoigrenCurrencylationTrans luaReiontvaReserve latdAccumuelosses lTota
Reserves Reserve
lanlyBa1Ju2017atce 2,232357,5 6,909,835 144,157 ()1214,6015, 28,844 188,088 ()20,843,824 23,40,4005
l cohefoheToiveinctar tmprensomeyear 102,379 1,722,579 ()1,673,903 151,055
h odeddlyTraionitireintctnsacs wwnersrecor,
ityequ
bubyddbuCoiionistiionntrtts tsanro owners
f shalIssitaueorecap 315,000 315,000
Caital raisingstspco
Shabad pionnttractre‐seaymensas 876,753 876,753
hadSionisetreops exerc
ferf rined einginlationlefTraWAetatonsoarnsresao
ldGoProjtsec 14,362,583 ()14,362,583
ferf aforTraisitionSiriusEutonsocqreserveropau
latdlosaccumueses 852,018 ()852,018
l coibuionbyddistibuionTotantrtts tsanro owners 315,000 876,753 15,214,601 102,379 1,722,579 ()16,888,504 1,342,808
lanBa30Ju2018atcene 52,552,523 7,786,606 144,517 131,223 1,910,667 ()37,732,328 24,793,208

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

Consolidated Statement of Changes in Equity

for the year ended 30 June 2017

bubleholdef theAtiityGrtrtatoeqursooup$indollars haSreitalcap haSrebadsentpaymeReserves heOtrReserve AcisitionquReserve FoigrenCurrencylationTransReserve luaReiontvaReserve latdAccumuelosses lTota
lanly206Ba1Ju1atce 0,28,68847 039,24,55 144,517 ()26015,14,1 9,3145 ()0,823,2221 8,892214,5
l cohelosfoheToivetar tmprenssyear 9,499 188,088 ()10,020,602 ()9,823,015
h odeddlyTraionitireintctnsacs wwnersrecor,
ityequ
bubyddbuCoiionistiionntrtts tsanro owners
f shalIssitaueorecap 12,080,470 12,080,470
l raCaitaisingstspco ()587,135 ()587,135
habad pSionnttractre‐seaymensas 2,870,328 2,870,328
hadSionisetreops exerc 15,500 15,500
l cobubyddbuToiionistiiontantrtts tsanro owners 11,508,835 2,870,328 9,499 188,088 ()10,020,602 4,556,148
lan3020BaJu17atcene 2,232357,5 6,909,835 144,517 ()26015,14,1 28,844 88,0881 ()20,83,8244 23,0,00454

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

Consolidated Statement of Cash Flows

For the year ended 30 June 2018

Notes 30 June 30 June
2018$ 2017$
Cash flows from operating activities
Cash paid to suppliers and employees for corporate activities (2,030,871) (2,265,567)
Cash paid to suppliers and employees for exploration activities (5,642,437) (5,455,104)
Interest received 234,389 424,024
Interest and other finance costs paid (9,128) (8,406)
Payroll tax refund from Office of State Revenue as a result of auditreview in December 2016 13,653
Income taxes paid5 (421,597)
Net cash used in operating activities19 (7,869,644) (7,291,400)
Cash flows from investing activities
Payment of property, plant and equipment (1,663) (140,056)
Payment of exploration activities capitalised (872) (1,321,097)
Payment for Nevada JV acquisition (173,473)
Payment for investment in TSX‐V listed entity (1,000,600)
Net proceeds from disposal of investment in TSX‐V listed entity8 2,574,078
Net proceeds for disposal of WA Gold Projects9 2,829,437
Net cash derived from (used in) investing activities 5,227,507 (2,461,753)
Cash flows from financing activities
Proceeds from issue of share capital 11,508,835
Net receipts / (payments) for cash backed guarantees (41,890) (61,792)
Net cash from financing activities (41,890) 11,447,043
Net increase in cash and cash equivalents (2,684,027) 1,693,890
Effects of exchange rate changes on cash and cash equivalents 209,139 (84,143)
Cash and cash equivalents at 1 July 2017 17,501,007 15,891,260
Cash and cash equivalents at 30 June 20186 15,026,119 17,501,007

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

Notes to the Consolidated Financial Statements

for the year ended 30 June 2018

S2 Resources Ltd ("Company" or "S2") is a company incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The consolidated financial statements of the Group as at and for the year ended to 30 June 2018 comprise the Company and its subsidiaries (together referred to as the "Group" or "consolidated entity" and individually as a "Group entity").

The separate financial statements of the parent entity, S2 Resources Ltd, have not been presented within this financial report. Summary parent information has been included in note 25.

The financial statements were authorised for issue on 11 September 2018 by the Directors of the Company.

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board ("AASB") and the Corporations Act 2001.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. The financial statements and notes also comply with International Financial Reporting Standards as issued by the International Accounting Standard Board (IASB). Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated.

The Group is a for‐profit entity for financial reporting purposes under Australian Accounting Standards. The consolidated financial statements have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of available‐for‐sale financial assets, financial assets and liabilities at fair value through profit or loss, investment properties, certain classes of property, plant and equipment and derivative financial instruments.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 1(a)(iii).

(i) Operating segments

Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(a) Basis of preparation (continued)

(ii) Adoption of new and revised Accounting Standards

The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the AASB that are mandatory for the current reporting year. The adoption of these Accounting Standards and Interpretations did not have any material impact on the financial performance or position of the consolidated entity.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

(iii) Use of estimates and judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Share‐based payment transactions

The Group measures the cost of equity‐settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black‐Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity‐settled share‐based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Refer to note 16.

Estimation of useful lives of assets

The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non‐strategic assets that have been abandoned or sold will be written off or written down.

Exploration and evaluation costs

Exploration and evaluation costs are capitalised in an identifiable area of interest upon announcement of a JORC 2012 compliant resource and costs will be amortised in proportion to the depletion of the mineral resources at the commencement of production. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made.

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(a) Basis of preparation (continued)

(iv) Principles of consolidation

The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by S2 at the end of the reporting year. A controlled entity is any entity over which S2 has the ability and right to govern the financial and operating policies so as to obtain benefits from the entity's activities.

Where controlled entities have entered or left the Group during the year, the financial performance of those entities is included only for the period of the year that they were controlled. A list of controlled entities is contained in note 26 to the financial statements.

In preparing the consolidated financial statements, all intragroup balances and transactions between entities in the consolidated Group have been eliminated in full on consolidation.

Non‐controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are reported separately within the equity section of the Consolidated Statement of Financial Position and the Consolidated Statement of Profit or Loss and Other Comprehensive Income. The non‐controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date.

(b) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in the Australian dollar ($), which is the Company's functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.

Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other income or other expenses.

Non‐monetary items that are measured at fair value in a foreign currency are translated using the exchanges 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. For example, translation difference on non‐monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non‐monetary assets such as equities classified as available‐for‐sale financial assets are recognised in other comprehensive income.

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(b) Foreign currency translation (continued)

(iii) Group companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position,
  • income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and
  • all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

(c) Revenue Recognition

Interest income is recognised on a time proportion basis using the effective interest method.

(d) Income Tax

The income tax expense or revenue for the period is the tax payable on the current period's taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction.

The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(d) Income Tax (continued)

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

(e) Acquisition of entities under common control

The Group adopts the pooling of interest method to account for acquisition of entities under common control.

The pooling of interest method involves the following:

The assets and liabilities of the combining entities are reflected at their carrying amounts prior to the combination;

No adjustments are made to reflect fair values, or recognise any new assets or liabilities, that would otherwise be done under the acquisition method. The only adjustments that are made are to harmonise accounting policies;

No 'new' goodwill is recognised as a result of the combination; and

The only goodwill that is recognised is any existing goodwill relating to either of the combining entities. Any difference between the consideration paid/transferred (including liabilities assumed) and the entity 'acquired' is reflected within equity.

The Consolidated Statement of Profit or Loss and Other Comprehensive Income reflects the result of the combining entities from the date that the combination occurred. Financial information for the periods prior to the date the combination occurred is not restated.

(f) Impairment of Assets

At each reporting date, the Group reviews the carrying values of its tangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value.

Any excess of the asset's carrying value over its recoverable amount is expensed to the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs.

(g) Cash and Cash Equivalents

For the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other 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.

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(h) Trade and Other Receivables

A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short‐term receivables are not discounted if the effect of discounting is immaterial. The amount of any provision is recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

(i) Trade and Other Payables

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

(j) Exploration and Evaluation

Exploration and evaluation assets acquired

Exploration and evaluation assets comprise of acquisition of mineral rights (such as joint ventures) and fair value (at acquisition date) of exploration and expenditure assets from other entities. As the assets are not yet ready for use they are not depreciated. Exploration and evaluation assets are assessed for impairment if:

  • sufficient data exists to determine technical feasibility and commercial viability; or
  • other facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

Once the technical feasibility and commercial viability of the assets are demonstrable, exploration and evaluation assets are first tested for impairment and then reclassified to mine properties as development assets.

Exploration and evaluation expenditure

Exploration and evaluation expenditure incurred is expensed in respect of each identifiable area of interest until such a time where a JORC 2012 compliant resource is announced in relation to the identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves.

When the technical feasibility and commercial viability of extracting a mineral resource have been demonstrated then any capitalised exploration and evaluation expenditure is reclassified as capitalised mine development.

Prior to reclassification, capitalised exploration and evaluation expenditure is assessed for impairment annually in accordance with AASB 6. Where impairment indicators exist, recoverable amounts of these assets will be estimated based on discounted cash flows from their associated cash generating units.

The Statement of Profit or Loss and Other Comprehensive Income will recognise expenses arising from excess of the carrying values of exploration and evaluation assets over the recoverable amounts of these assets.

In the event that an area of interest is abandoned or if the Directors consider the expenditure to be of reduced value, accumulated costs carried forward are written off in the period in which that assessment is made. Each area of interest is reviewed at the end of each accounting period and accumulated costs are written off to the extent that they will not be recoverable in the future.

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(k) Property, plant and equipment

(i) Recognition and measurement

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

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self‐constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and capitalised borrowing costs.

Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

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

(ii) Subsequent costs

The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day‐to‐day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

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

Depreciation is recognised in the profit or loss on a straight‐line basis over the estimated useful lives of each part of an item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Leased assets are depreciated over the shorter of the lease term or their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term.

The depreciation rates used for each class of asset are:

buildings 16.67%
fixtures and fittings 22.5% ‐ 40%
leasehold improvements 20%
plant and equipment 22.5% ‐ 40%
motor vehicles 20%

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

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(l) Leases

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.

A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to ownership of leased assets, and operating leases, under which the lessor effectively retains substantially all such risks and benefits.

Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower, the present value of minimum lease payments. Lease payments are allocated between the principal component of the lease liability and the finance costs, so as to achieve a constant rate of interest on the remaining balance of the liability.

Leased assets acquired under a finance lease are depreciated over the asset's useful life or over the shorter of the asset's useful life and the lease term if there is no reasonable certainty that the consolidated entity will obtain ownership at the end of the lease term.

Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight‐line basis over the term of the lease.

(m) Interest in Joint Ventures

The Group accounts for 100% of the assets, liabilities and expenses of joint venture activity. These have been incorporated in the financial statements.

(n) Investments and other financial assets

Classification

The Group classifies its financial assets in the following categories:

  • financial assets at fair value through profit or loss,
  • loans and receivables,
  • held‐to‐maturity investments, and
  • available‐for‐sale financial assets.

The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held‐to‐maturity, re‐evaluates this designation at the end of the each reporting period. See note 8 for details about each type of financial asset.

Reclassification

The Group may choose to reclassify as a non‐derivative trading financial asset out of the held for trading category if the financial asset is no longer held for the purpose of selling it in the near term. Financial assets other than loans and receivables are permitted to be reclassified out of the held for trading category on in rare circumstances arising from a single event that is unusual and highly unlikely to recur in the near term. In addition, the Group may choose to reclassify financial assets that would meet the definition of loans and receivable out of the held for trading or available‐for‐sale categories if the Group has the intention and ability to hold these financial assets for the foreseeable future or until maturity at the date of reclassification.

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(n) Investments and other financial assets (continued)

Reclassification are made at fair value as of the reclassification date. Fair value becomes the new cost or amortised cost as applicable, and no reversals of fair value gains or losses recorded before reclassification date ore subsequently made. Effective interest rates for financial assets reclassified to loans and receivables and held‐to‐maturity categories are determined at the reclassification date. Further increases in estimates of cash flows adjust effective interest rates prospectively.

Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade‐date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

When securities classified as available‐for‐sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to profit or loss as gains and losses from investments securities.

Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Loans and receivables and held‐to‐maturity investments are subsequently carried at amortised cost using the effective interest method.

Available‐for‐sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Gains or losses arising from changes in the fair value are recognised as follows:

  • for 'financial assets at fair value through profit or loss' in profit or loss within other income or other expenses.
  • for available‐for‐sale financial assets that are monetary securities denominated in a foreign currency translation differences related to changes in the amortised cost of the security are recognised in profit or loss and other changes in the carrying amount are recognised in other comprehensive income.
  • for other monetary and non‐monetary securities classified as available‐for‐sale in other comprehensive income.

Dividends on financial assets at fair value through profit or loss and available‐for‐sale equity instruments are recognised in profit or loss as part of revenue from continuing operations when the Group's right to receive payments is established.

Interest income from financial assets at fair value through profit or loss is included in the net gain/(losses). Interest on available‐for‐sale securities, held‐to‐maturity investments and loans and receivables calculated using the effective interest method is recognised in the statement of profit or loss as part of revenue from continuing operations.

Details on how the fair value of financial instruments is determined are disclosed in note 8.

Impairment

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or Group of financial assets is impaired. A financial asset or a Group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(n) Investments and other financial assets (continued)

of the financial asset or Group of financial assets that can be reliably estimated. In the case of equity investments classified as available‐for‐sale, a significant or prolonged decline in the fair value of the security below its cost is considered an indicated that the assets are impaired.

Assets carried at amortised cost

For loans and receivables, 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. The carrying amount of the asset is reduced and the amount of the loss is recognised profit or loss. If a loan or held‐to‐maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Group may measure impairment on the basis of an instrument's fair value using an observable market price.

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 (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.

Impairment testing of trade receivables is described in note 7.

Assets classified as available‐for‐sale

If there is objective evidence of impairment for available‐for‐sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in profit loss.

Impairment losses on equity instruments that were recognised in profit or loss are not reversed through profit or loss in a subsequent period.

If the fair value of a debt instrument classified as available‐for‐sale increases in a subsequent period and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed through profit or loss.

(o) Provisions

General

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 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.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs.

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(p) Employee Benefits

(i) Equity Settled Compensation

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

(ii) Short‐term obligations

Liabilities for wages and salaries, including non‐monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.

The liability for annual leave and accumulating sick leave is recognised in the provision for employee benefits. All other short‐term employee benefit obligations are presented as payables.

(iii) Other long‐term employee benefit obligations

The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of the period in which the employees render the related service is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

(iv) Share‐based payments

Share‐based compensation benefits are provided to employees via the Employee Option Plan.

The fair value of options granted under the Employee Option Plan is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted, which includes any market performance conditions and the impact of any non‐vesting conditions but excludes the impact of any service and non‐market performance vesting conditions.

Non‐market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non‐market vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

When the options are exercised, the Company transfers the appropriate amount of shares to the employee. The proceeds received net of any directly attributable transaction costs are credited directly to equity.

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(p) Employee Benefits (continued)

(v) Termination benefits

Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or to providing termination benefits as a result of an offer made to encourage voluntary redundancy.

Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

(q) Issued Capital

Ordinary shares are classified as equity. Costs associated with capital raisings (exclusive of GST) directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds. If the entity reacquires its own equity instruments, e.g. as the result of a share buy‐back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable costs associated with capital raisings (net of income taxes) is recognised directly in equity.

(i) Basic earnings per share

Basic earnings per share is calculated by dividing the profit / (loss) attributable to equity holders of the Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(r) Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flow.

(s) New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for year ended 30 June 2018. The consolidated entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below.

Notes to the Consolidated Financial Statements

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(s) New Accounting Standards and Interpretations not yet mandatory or early adopted (continued)

AASB 9 Financial Instruments

These amendments must be applied for financial years commencing on or after 1 January 2018. Therefore application date for the Company will be 30 June 2019. The Company does not currently have any hedging arrangements in place.

AASB 9 addresses the classification, measurement and de‐recognition of financial assets and financial liabilities. Since December 2013, it also sets out new rules for hedge accounting. The new hedging rules align hedge accounting more closely with the Company's risk management practices. As a general rule it will be easier to apply hedge accounting going forward. The new standard also introduces expanded disclosure requirements and changes in presentation.

The impact of this adoption is currently being reviewed by the Group however, the impact has not yet been quantified.

There will be no change to the classification of available for sale assets which will continue to be classified as current or non‐current assets unless management intends to dispose of them which would be recognise in other comprehensive income.

AASB 16 Leases

AASB 16 was issued in February 2016. It will result in almost all leases being recognised on the balance sheet, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased term) and a financial liability to pay rentals are recognised. The only exceptions are short‐term and low‐value leases. The accounting for lessors will not significantly change.

The standard will affect primarily the accounting for the Group's operating leases. As at the reporting date, the Group has non‐cancellable operating lease commitments of $245,404, see note 22. However, the Group has not yet determined to what extent these commitments will result in the recognition of an asset and a liability for future payments and how this will affect the Group's loss and classification of cash flows.

Some of the commitments may be covered by the exception for short‐term and low‐value leases and some commitments may relate to arrangements that will not qualify as leases under AASB 16.

The application of this standard is mandatory on or after 1 January 2019. At this stage the Group does not intend to adopt the standard before its effective date.

AASB 15 Revenue from Contracts with Customers

These amendments must be applied for annual reporting periods beginning on or after 1 January 2018. Therefore application date for the Company will be 30 June 2019.

An entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This means that revenue will be recognised when control of goods or services is transferred, rather than on transfer of risks and rewards as is currently the case under IAS 18 Revenue. The impact of this standard will be not applicable as the Group does not have revenue from contracts with customers.

NOTE 2. FINANCIAL RISK MANAGEMENT

The Group's financial instruments consist mainly of deposits with banks and accounts receivable and payable.

Notes to the Consolidated Financial Statements

NOTE 2. FINANCIAL RISK MANAGEMENT (CONTINUED)

The Group's activities expose it to a variety of financial risks; market risk (including fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by the Board of Directors under policies approved by the Board. The Board identifies and evaluates financial risks and provides written principles for overall risk management.

The main risks the Group is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity risk, credit risk and price risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in market interest rates. The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's Australian Dollar current and non‐current debt obligations with floating interest rates. The Group is also exposed to interest rate risk on its cash and short term deposits.

2018Financial Instruments Floatinginterest rate Fixed interestrate maturing in1 year or less Fixed interestrate maturingbetween 1 and2 years Non‐interestbearing Total Weightedaverageeffectiveinterest rate
$ $ $ $ $ %
(i) Financial assets
Available cash on hand 1,912,527 7,014,097 6,099,495 15,026,119 2.31%
Restricted cash 195,000 153,889 348,889 2.51%
Other receivables
Total financial assets 2,107,527 7,014,097 6,253,384 15,375,008
(ii) Financial liabilities
Trade and other payables 546,786 546,786
Total financial liabilities 546,786 546,786
Fixed interest
Floating Fixed interest Non‐interest Total Weighted
2017 interest rate rate maturing in rate maturing bearing average
1 year or less between 1 and effective
Financial Instruments 2 years interest rate
$ $ $ $ $ %
(i) Financial assets
Available cash on hand 2,574,633 8,500,000 6,426,374 17,501,007 1.46
Restricted cash 195,000 111,061 306,061 2.63
Other receivables
Total financial assets 2,769,633 8,500,000 6,537,435 17,807,068
(ii) Financial liabilities
Trade and other payables 476,819 476,819

Notes to the Consolidated Financial Statements

NOTE 2. FINANCIAL RISK MANAGEMENT (CONTINUED)

Net Fair Values

The net fair value of financial assets and liabilities approximate carrying values due to their short term nature.

Sensitivity Analysis – Interest Rate Risk

The Group has performed a sensitivity analysis relating to its exposure to interest rate risk at the reporting date. This sensitivity analysis demonstrates the effect on the current period results and equity which could result from a change in interest rates.

30 June2018$ 30 June2017$
Change in loss:
Increase by 1% (16,739) (100,206)
Decrease by 1% 16,739 100,206
Change in equity:
Increase by 1% (247,932) (234,504)
Decrease by 1% 247,932 234,504

Foreign exchange risk

Exposure

The Group holds foreign currency cash in Euro, US Dollar and Swedish Krona to operate in Finland, Sweden and the United States. It also has foreign currency receivables and payables in these countries which are exposed to foreign currency fluctuations. The Group manages its foreign exchange risk and exposure by purchasing foreign currency for the following budget year and reviews forecasted exchange rates by various banks on a monthly basis. The Group's exposure to foreign currency risk at the end of the reporting year, expressed in Australian dollar, was as follows:

Year ended 30 June 2018 EUR USD SEK Total
$ $ $ $
Cash on hand 2,817,022 3,211,515 70,800 6,099,037
Restricted cash 17,170 41,625 14,861 73,656
Other receivables 4,632 4,342 8,974
Trade and other payables (288,972) (23,622) (63,695) (376,289)
2,549,852 3,229,518 26,308 5,805,378
Year ended 30 June 2017 EUR USD SEK Total
$ $ $ $
Cash on hand 4,100,224 2,069,950 255,700 6,425,874
Restricted cash 16,186 15,262 31,448
Other receivables 13,047 33,347 46,394
Trade and other payables (92,497) (69,100) (161,597)

Notes to the Consolidated Financial Statements

NOTE 2. FINANCIAL RISK MANAGEMENT (CONTINUED)

Amounts recognised in profit or loss and other comprehensive income

During the year ended, the following foreign‐exchange related amounts were recognised in profit or loss and other comprehensive income:

2018$ 2017$
Amounts recognised in profit or lossNet foreign exchange gain/(loss) included in other income/otherexpenses 209,139 (84,143)
Total net foreign exchange (losses) recognised in loss before income taxfor the year 209,139 (84,143)
Net gains/(losses) recognised in other comprehensive incomeTranslation of foreign operations 102,379 9,499

Sensitivity

As shown in the table above, the Group is primarily exposed to changes in EUR/$exchange rates. The sensitivity of profit or loss to changes in the exchange rates arises mainly from Euro, US dollar and Swedish Krona denominated financial instruments and the impact on other components of equity arises from translation of foreign operations.

Impact onothercomponentsof equity
$
550
(550)
(3,895)
3,895
(12,447)12,447

*Holding all other variables constant

LIQUIDITY RISK

Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. Management monitors rolling forecasts of the Group's cash reserves on the basis of expected development, exploration and corporate cash flows. This ensures that the Group complies with prudent liquidity risk management by maintaining sufficient cash and marketable securities and the availability of funding through the equity markets to meet obligations when due. For the year ended 30 June 2018, the Group had no contractual financial liabilities.

Notes to the Consolidated Financial Statements

NOTE 2. FINANCIAL RISK MANAGEMENT (CONTINUED)

Credit Risk

Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents and other receivables. The Group's exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA‐ based on Standard and Poor's rating agency.

The credit risk on other receivables is limited as it is comprised of prepayments and GST recoverable from the Australian Taxation Office and tax authorities in Scandinavia. The credit risk on liquid funds is limited because the counter party is a bank with high credit rating. There are no receivable balances which are past due or impaired.

Price risk

Exposure

The Group's exposure to equity securities price risk arises from investments held by the Group and classified in the statement of financial position as available‐for‐sale (see note 8). The Group's investment is publicly traded on the Toronto Stock Exchange Venture Exchange ("TSXV") and Australian Stock Exchange ("ASX").

The Group is not currently exposed to commodity price risk.

Sensitivity

The table below summarises the impact of increases/decreases of the investment's share price on the Group's equity and post‐tax loss for the year. The analysis is based on the assumption that the investment's share price had increased or decreased by 10% with all other variables held constant, and that the Group's equity instrument moved in line with the indexes.

Impact onpost tax loss Impact onpost tax loss Impact onother Impact onother
componentsof equity componentsof equity
2018 2017 2018 2017
$ $ $ $
TSXV index – increase 10% (91,086) 118,869
TSXV index – decrease (10%) 91,086 (118,869)
ASX index – increase 10% (740,000)
ASX index – decrease (10%) 740,000

There would be no impact on post tax loss as the Group does not recognise any financial assets at fair value through profit or loss. Other components of equity would increase/decrease as a result of gains/losses on equity securities classified as available‐for‐sale. As the fair value of the available‐for‐sale financial assets would still be above cost, no impairment loss would be recognised in profit or loss as a result of the decrease in the index.

Amounts recognised in statement of profit or loss and other comprehensive income

The amounts recognised in profit or loss and other comprehensive income in relation to the investments held by the Group are disclosed in note 8.

Notes to the Consolidated Financial Statements

NOTE 3. SEGMENT INFORMATION

For management purposes, the Group has three reportable segments as follows:

  • Finland exploration activities, which includes exploration and evaluation of mineral tenements in Central Lapland.
  • Sweden exploration activities, which includes exploration and evaluation of mineral tenements in Skellefte.
  • US exploration activities, which includes exploration and evaluation of mineral tenements in Nevada.
  • Australia exploration activities, which includes exploration and evaluation of mineral tenements in Western Australia.
  • Unallocated, which includes all other expenses that cannot be directly attributed to either segments above.

Segment information that is evaluated by the CODM is prepared in conformity with the accounting policies adopted for preparing the financial statements of the Group.

SEGMENT RESULTS

Statement of profit or loss $
for the year ended 30 June
2018
Finland Sweden US Australia Unallocated Total
exploration exploration exploration exploration
activities activities activities activities
Other income 213,899 213,899
Corporate expenses (1,268,537) (1,268,537)
Business Development (748,961) (748,961)
Depreciation expense (168,545) (168,545)
Share‐based payments (876,753) (876,753)
Gain on disposal of available
for sale financial assets 1,893,669 1,893,669
Gain on disposal of WA Gold
Projects 5,919,557 5,919,557
Other gain/(losses) ‐ net 209,139 209,139
Exploration expenditure
expensed as incurred (1,093,154) (3,053,031) (1,282,779) (430,623) (5,859,587)
Exploration impairment
expense (1,033,028) (57,292) (1,090,320)
Loss before income tax (1,093,154) (4,086,059) (1,340,071) (430,623) 5,173,468 (1,776,439)
Income tax expense 102,536 102,536
Loss after income tax for the
year (1,093,154) (4,086,059) (1,340,071) (430,623) 5,276,004 (1,673,903)

Notes to the Consolidated Financial Statements

NOTE 3. SEGMENT INFORMATION (CONTINUED)

Statement of profit or lossfor the year ended 30 June2017 $
Finlandexplorationactivities Swedenexplorationactivities USexplorationactivities Australiaexplorationactivities Unallocated Total
Other income 428,459 428,459
Corporate expenses (1,772,618) (1,772,618)
Business Development (316,669) (316,669)
Depreciation expense (154,050) (154,050)
Share‐based payments (2,870,328) (2,870,328)
Other gain/(losses) ‐ net (84,833) (84,833)
Explorationexpenditureexpensed as incurred (453,775) (3,002,571) (1,522,644) (4,978,990)
Loss before income tax
Income tax expense (271,573) (271,573)
Loss after income tax for theyear (453,775) (3,002,571) (1,522,644) (5,041,612) (10,020,602)

SEGMENT ASSETS AND LIABILITIES

The Group's assets are mostly attributable to the unallocated segment therefore assets attributable to exploration in Scandinavia and Australia is immaterial for disclosure.

NOTE 4. OTHER INCOME

30 June 30 June
2018 2017
$ $
Interest received 213,899 428,459

Notes to the Consolidated Financial Statements

NOTE 5. INCOME TAX

30 June 30 June
2018 2017
$ $
Recognised in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income
Current tax (1) (271,573)
Deferred tax 271,573
Under (over) provided in prior years (169,037)
Total income tax expense per Consolidated Statement of Profit or Loss and
Other Comprehensive Income 102,536 (271,573)
Numerical reconciliation between tax expense and pre‐tax net loss
Net loss before tax (1,776,438) (9,749,028)
Income tax benefit at 27.5% 1,025,898 (1,717,274)
Income tax expense for overseas entities (2,581,474) (735,943)
Increase in income tax due to:
Non‐deductible expenses 252,947 872,898
Current year tax losses not recognised 2,581,474 1,780,405
Current tax on profits for the year 102,536
Decrease in income tax due to:
Movement in unrecognised temporary differences 993,502 (471,660)
Tax losses utilised during the year (2,272,347)
(102,536) 271,573
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following:
Previous year tax losses brought forward 3,645,300 1,864,894
Tax revenue losses (2) 3,016,543 1,780,405
6,661,843 3,645,300

(1) The Group had estimated an income tax expense resulting from of a transfer of assets on 31 October 2016 between its Swedish subsidiaries being Sakumpu Exploration Filial and S2 Sverige AB. For tax purposes, this transfer was considered a sale between the two entities and a profit was made by Sakumpu Exploration Filial, despite the fact that they are both wholly owned subsidiaries of the same parent. This profit is subject to tax under Swedish and Finnish tax laws and regulations as Sakumpu Exploration Filial ("the Branch) is registered in Sweden and is owned by Sakumpu Exploration Oy (registered in Finland). The tax return for the Sakumpu entities was completed during the financial year end 30 June 2018 however the tax payable provision provided of $271,573 for the financial year 30 June 2017 was over provided due to the under estimation of losses incurred by the entities.

For the financial year end 30 June 2018, the Sakumpu entities incurred an income tax benefit for the financial year end 30 June 2018 of $102,536 and this comprised of:

Notes to the Consolidated Financial Statements

NOTE 5. INCOME TAX (CONTINUED)

Income tax paid during the financial year end 30 June 2018 $421,597
Tax credit owing from the Finnish tax authorities* ($249,570)
Exchange differences ($2,990)
Net Tax Payable $169,037
Less Tax Provision 30 June 2017 ($271,573)
Income Tax Benefit 30 June 2018 ($102,536)

*The tax credit owing from the Finnish tax authorities represents the profit earned in Sweden (ie. the profit earned by the Branch) to avoid double taxation for the Finnish entity.

(2) Net deferred tax assets have not been brought to account as it is not probable that within the immediate future tax profits will be available against which deductible temporary differences and tax losses can be utilised.

NOTE 6. CASH AND CASH EQUIVALENTS

30 June 30 June
2018 2017
$ $
Current
Cash at bank and in hand 15,026,119 17,501,007
Restricted cash 348,889 306,061
15,375,008 17,807,068

NOTE 7. OTHER RECEIVABLES

30 June2018$ 30 June2017$
GST refund due 16,559 64,228
Accrued interest 13,508 33,998
Prepayment 50,612 117,010
Income Tax Receivable (1) 252,560
Other 70,519 12,229
403,758 227,465

(1) Please refer to note 5 for more information on the Income Tax Receivable.

The Group has no impairments to other receivables or have receivables that are past due but not impaired. Refer to note 2 for detail on the risk exposure and management of the Group's other receivables.

Notes to the Consolidated Financial Statements

NOTE 8. AVAILABLE‐FOR‐SALE FINANCIAL ASSETS

Available‐for‐sale financial assets include the following classes of assets:

30 June 30 June
2018 2017
$ $
Non‐current assets
Canadian listed equity securities (1) 910,859 1,188,689
ASX listed equity securities (2) 7,400,000
8,310,859 1,188,689

(1) During the financial year ended 30 June 2017, the Group invested C$1 million in TSXV listed gold explorer GT Gold (TSXV: GTT) via a placement of 3.125 million shares at C$0.32 cents per share. During the financial year, the Group sold 2,125,000 GT Gold shares and have a 1,000,000 shares remaining as at 30 June 2018. The total cash received for the sale of shares was $2,574,078 and the gain on sale was $1,893,669.

(2) As per the ASX announcement on 13 February 2018, Westgold issued 4,000,000 shares at $1.52 per shares to the Company for the consideration of the WA Gold Projects. These shares have a voluntary six month escrow period starting from 23 February 2018.

Classification of financial assets as available‐for‐sale

Investments are designated as available‐for‐sale financial assets if they do not have fixed maturities and fixed or determinable payments, and management intends to hold them for the medium to long term. Financial assets that are not classified into any of the other categories (at fair value profit or loss, loans and receivables or held‐to‐maturity investments) are also included in the available‐for‐sale category.

The financial assets are presented as non‐current assets unless they mature, or management intends to dispose of them within 12 months of the end of the reporting period.

Impairment indicators for available‐for‐sale financial assets

A security is considered to be impaired if there has been a significant or prolonged decline in the fair value below its cost. See note 1 (n) for further details about the Group's impairment policies for financial assets.

Amounts recognised in profit or loss

During the year, the following gains were recognised in the profit or loss and other comprehensive income.

30 June 30 June
2018 2017
$ $
Gain on disposal of available for sale financial assets (1) 1,893,669
Gains/(losses) recognised in other comprehensive income 1,722,579 188,088

(1) During the financial year ended 30 June 2018, the Group sold 2,125,000 shares in TSXV listed gold explorer GT Gold and has 1,000,000 shares in the company remaining.

Notes to the Consolidated Financial Statements

NOTE 8. AVAILABLE‐FOR‐SALE FINANCIAL ASSETS (CONTINUED)

Fair value, impairment and risk exposure

Information about the Group's exposure to price risk is provided in note 2. None of the available‐for‐sale financial assets are either past due or impaired. The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. All available‐for‐sale financial assets are denominated in Australian dollar. For an analysis of the sensitivity of available‐for‐sale financial assets to price risk refer to note 2.

NOTE 9. DISPOSAL OF WA GOLD PROJECTS

On 13th February 2018, the Group entered into a Heads of Agreement ("HOA") with Westgold to sell its interest in the Polar Bear Project (100%), Eundynie Joint Venture (80%) and the Norcott Project (100%) (together, the "WA Gold Projects") via the sale of all of the shares in S2's wholly owned subsidiary Polar Metals Pty Ltd ("Sale") for A$3 million cash and 4 million Westgold shares. The sale completed on 23rd February 2018.

Details of the sale of the subsidiary are as follows:

Consideration received $
Cash* 3,000,000
Westgold shares 4,000,000 at $1.52per share 6,080,000
Total disposal consideration 9,080,000
Less:
Transaction costs (508,479)
Carrying amount of net assets sold** (2,651,964)
Gain on disposal of WA Gold Projects 5,919,557

*The cash received for this transaction less cost of sale of $170,563 was $2,829,437.

**The carrying amount of assets and liabilities for Polar Metals Pty Ltd as at the date of sale 13 February 2018 of $2,651,964 only consisted of the exploration asset.

Notes to the Consolidated Financial Statements

NOTE 10. EXPLORATION AND EVALUATION

30 June 30 June
2018 2017
$ $
Exploration costs 1,083,153 4,650,820
Movement during the year
Balance at beginning of the year 4,650,820 3,335,880
Exploration expenditure incurred during the year 5,860,731 6,293,930
Exploration expenditure incurred during the year and expensed (i) (5,859,587) (4,978,990)
Exploration expenditure relating to acquisitions (ii) 173,473
Exploration impairment expense (iii) (1,090,320)
Disposal of WA Gold Projects (see note 9) (2,651,964)
Balance at end of the year 1,083,153 4,650,820

(i) During the year ended 30 June 2018 the exploration expenditure incurred pertains to the following:

Australian Projects

The total exploration expenditure expensed for the Baloo, Nanook, Polar Bear, Eundynie JV and Norcott projects was $430,623. These projects were owned by the Group's subsidiary Polar Metals Pty Ltd which was sold to Westgold Resources Limited on 13 February 2018 as described in note 9.

Finland Project

Exploration expenditure incurred and expensed for Finland was $1,093,154.

Sweden Project

Exploration expenditure incurred and expensed for Sweden was $3,053,031.

US Projects

Exploration expenditure incurred and expensed for the following projects in the US were:

  • South Roberts $678,922.
  • Pluto $397,395
  • Ecru $206,462
  • (ii) During the year ended 30 June 2018, the Group entered into a joint venture with Renaissance Gold Inc ("Rengold"), a TSXV listed company to earn in to three of RenGold's properties located on some of the major known gold mineralized trends in Nevada, USA. The properties were South Roberts, Pluto and Ecru and each property had an initial investment of US$25,000. The total cost of acquiring these projects including transaction costs was $173,473.
  • (iii) The Group had made a decision to impair the Swedish exploration asset of $1,033,028 due to its change in focus and resources from Sweden to other opportunities available to the Company. The Company still retains tenure in Sweden.

The Group also made a decision to withdraw from the Pluto Project and therefore made an impairment expense of $57,292. This decision would result in the Group not earning into the Pluto joint venture with Rengold.

Notes to the Consolidated Financial Statements

NOTE 11. PROPERTY, PLANT AND EQUIPMENT

2018 Prty,oper hiclesMVetoor fCoSotetwmpurare ixdfiingFtuttresans lTota
landipPEqt atnumen
$ $ $ $
$
ded cCot otsremeos
lanlyBa1Ju2017tcea 412,902 37,263 103,734 92,386 646,285
ddAiionts 1,663 1,308 2,971
lsDisposa
feTransrs
hadffeiExcngerences 2,977 606 ()065 3,077
lan30208BaJu1tceane 2417,54 32637, 03014,4 93,881 62,3335
iaionDetprec
lanlyBa1Ju2017tcea 150,755 12,421 52,752 38,767 254,695
fohedDeiaionttprecryear –expense 106,033 7,453 31,257 23,802 168,545
hadffeExicngerences 1,356 1,356
lsDisposa
lanBa30Ju2018tceane 258,144 19,874 84,009 62,569 424,596
ingCatsrryamoun
ly1Ju2017ta 262,147 24,842 50,982 53,619 391,590
30Ju2018tane 159,398 17,389 20,331 30,619 227,737

Notes to the Consolidated Financial Statements

NOTE 11. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

2017 Prty,oper hiclesMVetoor fCoSotetwmpurare fixdiingFtuttresans lTota
landipPEqt atnumen
$ $ $ $
$
ded cCot otsremeos
lanlyBa1Ju2016tcea 293,163 37,263 101,605 86,850 518,881
ddAiionts 120,171 2,175 5,536 127,882
lsDisposa
feTransrs
hadffeExicngerences ()432 ()46 ()478
lanBa30Ju2017tceane 412,902 37,263 103,734 92,386 646,285
iaionDetprec
lanlyBa1Ju2016tcea 70,831 4,968 22,220 15,544 113,563
fohedDeiaionttprecrear –expensey 79,801 7,453 30,532 23,223 141,009
hadffeExicngerences 123 123
lsDisposa
lanBa30Ju2017tceane 150,755 12,421 52,752 38,767 254,695
Caingtsrryamoun
ly2061Ju1ta 222,332 32,295 9,3875 3071,7 03845,1
30Ju2017tane 262,147 24,842 50,982 53,619 391,590

Notes to the Consolidated Financial Statements

NOTE 12. TRADE AND OTHER PAYABLES

30 June 30 June
2018 2017
$ $
Trade and other payables (i) 546,786 476,819

(i) These amounts generally arise from the usual operating activities of the Group and are expected to be settled within 12 months. Collateral is not normally obtained.

NOTE 13. PROVISIONS

30 June2018 30 June2017
$ $
Current
Employee benefits (1) 60,521 66,840
Income Tax Payable (2) 271,573
60,521 338,413
Carrying amount at start of the year 338,413 47,952
Provisions made during the year (277,892) 290,461
Carrying amount at end of the year 60,521 338,413

(1) Employee benefits are provided for all employees of the Group in line with their employment contracts and the balance for the year ended 30 June 2018 is expected to be settled within 12 months. The measurement and recognition criteria relating to employee benefits have been included in note 1 to this financial report.

(2) During the financial year ended 30 June 2018, the Group paid an income tax payable for its subsidiary, Sakumpu Exploration Oy, however a credit is due as at 30 June 2018 from the Finnish Tax authorities. This credit has been disclosed as a receivable in note 7. For further information in relation to this credit, please refer to note 5.

Notes to the Consolidated Financial Statements

NOTE 14. SHARE CAPITAL

30 June2018No. of Shares 30 June2018$ 30 June2017No. of Shares 30 June2017$
Ordinary shares fully paid 246,052,451 52,237,523 246,052,451 52,237,523
Movement in Share Capital
Ordinary shares fully paid
Balance at beginning of year 246,052,452 52,237,523 215,801,278 40,728,688
Placement at $0.40 per share for cash 30,201,174 12,080,470
Shares issued at $0.17 per share* 1,862,727 315,000
Options exercised at $0.31 50,000 15,500
Cost of issues of shares (587,135)
Balance at year end 247,915,179 52,552,523 246,052,452 52,237,523

*The share price of $0.16910691 has been rounded to two decimal points.

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

NOTE 15. RESERVES

30 June 30 June
2018 2017
$ $
Share‐based payments reserve (i) 7,786,606 6,909,853
Other reserve (ii) 144,517 144,517
Foreign currency translation reserve (iii) 131,223 28,844
Acquisition reserve (iv) (15,214,601)
Revaluation reserve (v) 1,910,667 188,088
9,973,013 (7,943,299)

(i) The share‐based payments reserve recognises the fair value of the options issued to Directors, employees and service providers.

Each share option converts into one ordinary share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends or voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

Notes to the Consolidated Financial Statements

NOTE 15. RESERVES (CONTINUED)

  • (ii) The other reserve recognises the remaining non‐controlling interest (33%) that was purchased from the Sakumpu vendors on 30 November 2015. Sakumpu Exploration Oy is a registered entity in Finland.
  • (iii) Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.
  • (iv) This acquisition reserve arises from the interest pooling method accounting policy for the purchase of Sirius Europa Pty Ltd and Polar Metals Pty Ltd. Due to the sale of Polar Metals Pty Ltd, the amount of $14,362,583 has been transferred to retained earnings to reflect the subsidiary leaving the Group and the remaining amount of $852,018 representing the purchase of Sirius Europa Pty Ltd has been transferred to accumulated losses.
  • (v) The revaluation reserve recognises the change in fair value of available‐for‐sale financial assets. Please refer to note 8 of these financials.

NOTE 16. SHARE‐BASED PAYMENTS

The following share‐based payments arrangements were in existence during the current reporting year:

Options

Options Series Number Grant Date Expiry Date ExercisePrice $ Fair value atGrant Date
$
(1) Issued at 14 September 2015 29,250,000 14/09/2015 14/09/2019 0.31 0.13
(2) Issued at 9 October 2015 50,000 09/10/2015 09/10/2019 0.31 0.13
(3) Issued at 23 October 2015 400,000 23/10/2015 23/10/2019 0.31 0.12
(4) Issued at 29 November 2015 400,000 29/11/2015 28/11/2019 0.31 0.08
(5) Issued at 18 April 2016 800,000 18/04/2016 17/04/2020 0.31 0.14
(6) Issued at 28 April 2016 1,000,000 29/04/2016 28/04/2020 0.35 0.16
(7) Issued at 7 October 2016 11,950,000 07/10/2016 06/10/2020 0.61 0.23
(8) Issued 17 October 2017 7,750,000 17/10/2017 17/10/2021 0.23 0.08
(9) Issued 20 October 2017 3,400,000 20/10/2017 20/10/2021 0.23 0.08
  • (1) The 29,250,000 options in series 1 comprised 23,750,000 options issued to the Directors of the Group which vested immediately, 3,600,000 options issued to employees under the Employee Share Option Plan which vest one year from grant date and 1,900,000 options issued to service providers which vest one year from grant date. For the service provider options, the value of services received was unable to be measured reliably and therefore the value of services received was measured by reference to the fair value of options issued.
  • (2) The 50,000 options in series 2 which vests one year from grant date was issued to employees under the Employee Share Option Plan.
  • (3) The 400,000 options in series 3 which vests one year from grant date was issued to employees under the Employee Share Option Plan.
  • (4) The 400,000 options in series 4 which vests one year from grant date was issued to employees under the Employee Share Option Plan.

Notes to the Consolidated Financial Statements

NOTE 16. SHARE‐BASED PAYMENTS (CONTINUED)

  • (5) The 800,000 options in series 5 comprised of 400,000 options were issued to employees under the Employee Share Option Plan which vests one year from grant date, and 400,000 options issued to service providers which vests one year from grant date. For the service provider options, the value of services received was unable to be measured reliably and therefore the value of services received was measured by reference to the fair value of options issued.
  • (6) The 1,000,000 options in series 6 which vested immediately were issued to a Director of the Group.
  • (7) The 11,950,000 options in series 7 comprised 6,500,000 options issued to the Directors of the Group which vested immediately, 2,700,000 options were issued to employees under the Employee Share Option Plan which vest one year from grant date and 2,750,000 options were issued to service providers which vest one year from grant date. For the service provider options, the value of services received was unable to be measured reliably and therefore the value of services received was measured by reference to the fair value of options issued.
  • (8) The 7,750,000 options in series 8 which vested immediately were issued to the Directors of the Group which vested immediately.
  • (9) The 3,400,000 options in series 9 comprised 2,950,000 options issued to employees under the Employee Share Option Plan which vest one year from grant date and 450,000 options were issued to service providers which vest one year from grant date. For the service provider options, the value of services received was unable to be measured reliably and therefore the value of services received was measured by reference to the fair value of options issued.

The weighted average fair value of the share options granted during the year is $0.08.

The total expense of the share based payments for the year was:

30 June 30 June
2018 2017
$ $
Options issued under Directors Option Plan 642,717 1,518,037
Options issued under Employee Share Plan 196,717 710,045
Options issued under Service Provider Plan 37,319 642,246
876,753 2,870,328

The weighted average contractual life for options outstanding at the end of the year was 3.95 years.

Options were priced using a Black‐Scholes option pricing model using the inputs below:

Series 1 Series 2 Series 3 Series 4 Series 5
Grant date share price 0.21 0.19 0.19 0.14 0.22
Exercise price 0.31 0.31 0.31 0.31 0.31
Expected volatility 100.00% 100.00% 100.00% 100.00% 100.00%
Option life 4 years 4 years 4 years 4 years 4 years
Dividend yield 0.00% 0.00% 0.00% 0.00% 0.00%
Interest rate 3.10% 3.10% 3.10% 3.35% 3.26%

Notes to the Consolidated Financial Statements

NOTE 16. SHARE‐BASED PAYMENTS (CONTINUED)

Series 6 Series 7 Series 8 Series 9
Grant date share price 0.25 0.44 0.16 0.16
Exercise price 0.35 0.61 0.23 0.23
Expected volatility 100% 80% 80% 80%
Option life 4 years 4 years 4 years 4 years
Dividend yield 0.00% 0.00% 0.00% 0.00%
Interest rate 3.35% 2.87% 2.34% 2.34%

The following reconciles the outstanding share options granted in the year ended 30 June 2018:

30 June 30 June 30 June 30 June
2018 2018 2017 2017
No. of Options Weighted No. of Options Weighted
average average
exercise price exercise price
$ $
Balance at the beginning of the year 40,350,000 0.36 31,900,000 0.31
Granted during the year 11,150,000 0.23 11,950,000 0.61
Exercised during the year (50,000) 0.31
Expired during the year (i) (750,000) 0.40 (3,450,000) 0.53
Balance at the end of the year 50,750,000 0.35 40,350,000 0.38
Un‐exercisable at the end of the year 3,150,000 0.23 2,750,000 0.55
Exercisable at end of the year 47,600,000 0.36 37,600,000 0.36

(i) Options expired or cancelled during the year

For the year ended 30 June 2018, due to employee redundancies during the financial year, 450,000 employee share options were cancelled.

No amounts are unpaid on any of the shares. No person entitled to exercise an option had or has any rights by virtue of the option to participate in any share issue of any other body corporate.

NOTE 17. DIVIDENDS

There were no dividends recommended or paid during the year ended 30 June 2018.

Notes to the Consolidated Financial Statements

NOTE 18. KEY MANAGEMENT PERSONNEL DISCLOSURES

30 June2018$ 30 June2017$
Short term employee benefits 631,081 651,814
Post‐employment benefits 44,960 47,829
Long‐term benefits 14,281 26,661
Share‐based payment 667,596 1,658,162
1,357,918 2,384,466

Detailed remuneration disclosures are provided in the Remuneration Report.

NOTE 19. RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH USED IN OPERATING ACTIVITIES

30 June 30 June
2018 2017
$ $
Loss for the year (1,673,903) (10,020,602)
Depreciation 168,545 154,050
Equity Settled share‐based payment transaction 876,753 2,870,328
Exploration expenditure written off 1,090,320
Income tax benefit (102,536) 271,573
Other (gain)/losses – net (209,139) 84,833
Gain on disposal of available for sale financial assets (1,893,669)
Gain on disposal of WA Gold Projects (5,919,557)
Increase/(Decrease) in trade and other payables 69,967 (652,335)
Increase/(Decrease) in provisions (421,597) (18,888)
(Increase)/Decrease in receivables 145,172 19,641
Net cash outflow from operating activities (7,869,644) (7,291,400)

NOTE 20. NON‐CASH INVESTING AND FINANCING ACTIVITIES

During the financial year ended 30 June 2018, the Group acquired available for sale assets with a fair value of $6,080,000 as consideration for the sale of the WA Gold Projects as per note 9. In relation the transaction costs of the sale, shares were issued at a value of $315,000 in exchange for services provided. The share consideration and transaction costs are not reflected in the statement of cashflows.

30 June 30 June
2018 2017
$ $
Consideration of shares from Westgold as per the sale of WA Gold Projects 6,080,000
Transaction costs in relation to the sale of WA Gold Projects – shares issued (315,000)

Notes to the Consolidated Financial Statements

NOTE 21. BASIC LOSS PER SHARE

30 June 30 June
2018 2017
$ $
(a)Reconciliation of loss used in calculating loss per share
Basic loss per share
Loss attributable to the ordinary equity holders used in calculating basic loss per
share (1,673,903) (10,020,602)
(b) Weighted average number of shares used as the Denominator Number Number
Ordinary shares used as the denominator in calculating basic loss per share 247,915,179 246,052,452
(c) Basic loss per share Cents Cents
Basic loss per share (0.68) (4.12)

Where loss per share is non‐dilutive, it is not disclosed

NOTE 22. COMMITMENTS

The Group must meet the following operating lease and tenement expenditure commitments to maintain them in good standing until they are joint ventured, sold, reduced, relinquished, exemptions from expenditure are applied or are otherwise disposed of. These commitments, net of farm outs, are not provided for in the financial statements and are:

30 June 30 June
2018 2017
$ $
Not later than one year 43,007 876,497
After one year but less than two years 202,397 876,497
After two years but less than five years 2,224,697
After five years* 674,100
245,404 4,651,791

* Per annum

NOTE 23. RELATED PARTY TRANSACTIONS

Other than the Directors and key management personnel salaries and options described in the Remuneration Report, there were no related party transactions for the year ended 30 June 2018.

Notes to the Consolidated Financial Statements

NOTE 24. JOINT VENTURES

The Group has interests in the following joint venture operations:

TenementArea Activities 2018 2017
Eundynie All metals excluding nickel 80%
Eundynie Nickel 80% 80%

Due to the sale of Polar Metals Pty Ltd to Westgold Resources Limited as announced on 13 February 2018, the Group had sold all metals rights (excluding nickel) for the Eundynie JV.

NOTE 25. PARENT ENTITY DISCLOSURES

Financial position

30 June 30 June
2018 2017
$ $
Assets
Current assets 14,902,074 17,306,827
Non‐current assets 10,003,974 6,243,286
Total assets 24,906,048 23,550,113
Liabilities
Current liabilities 189,819 382,061
Non‐current liabilities
Total liabilities 189,819 382,061
Net assets 24,716,229 23,168,052
Equity
Issued capital 52,552,523 52,237,523
Share‐based payments reserve 7,786,606 7,097,942
Revaluation reserve 1,910,667
Accumulated losses (37,533,567) (36,167,413)
Total equity 24,716,229 23,168,052
Financial performance
30 June 30 June
2018 2017
$ $
Profit/(loss) for the year (1,366,154) (30,320,368)
Other comprehensive income 1,722,578
Total comprehensive income 356,424 (30,320,368)

Notes to the Consolidated Financial Statements

NOTE 25. PARENT ENTITY DISCLOSURES (CONTINUED)

The parent entity has entered into an office lease agreement where the following commitments must be met:

30 June 30 June
2018 2017
$ $
Not later than one year 33,341 202,397
After one year but less than two years 202,397 202,397
235,738 404,794

* Per Annum

NOTE 26. SUBSIDIARIES

Name of entity Country of incorporation Class of Shares Equity Holding
2017 2018
Polar Metals Pty Ltd* Australia Ordinary 100% 0%
Sirius Europa Pty Ltd Australia Ordinary 100% 100%
Norse Exploration Pty Ltd Australia Ordinary 100% 100%
Sakumpu Exploration Oy Finland Ordinary 100% 100%
S2 Exploration Quebec Inc. Canada Ordinary 100% 100%
S2 Sverige AB Sweden Ordinary 100% 100%
S2RUS Pty Ltd Australia Ordinary 100% 100%
S2RUS LLC United States Ordinary 100% 100%
Nevada Star Exploration LLC United States Ordinary 100% 100%

*Polar Metals Pty Ltd was sold to Westgold Resources Limited during the financial year end 30 June 2018. Please refer to note 9 for details of this transaction.

NOTE 27. EVENTS OCCURRING AFTER THE REPORTING YEAR

Other than the after balance date events stated above, there has been no matter or circumstance that has arisen since 30 June 2018 that has significantly affected, or may significantly affect:

  • the Group's operations in future financial years; or
  • the result of those operations in future financial years; or
  • the Group's state of affairs in future financial years.

NOTE 28. REMUNERATION OF AUDITORS

30 June 30 June
2018 2017
$ $
During the year the following fees were paid or payable for services
provided by the auditor of the Group:
Audit services 38,482 36,970
Total remuneration for audit services 38,482 36,970

Directors' Declaration

The Directors of the Group declare that:

    1. The financial statements and notes as set out on pages 17 to 56 are in accordance with the Corporations Act 2001, and
    • (a) comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
    • (b) give a true and fair view of the financial position of the Group as at 30 June 2018 and of its performance for the year ended on that date.
    1. The financial report also complies with International Financial Reporting Standards as disclosed in note 1 to the financial statements.
    1. The Director acting in the capacity of Chief Executive Officer has declared that:
    • (a) the financial records of the Company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;
    • (b) the financial statements and notes for the financial year comply with the accounting standards; and
    • (c) the financial statements and notes for the financial year give a true and fair view.
    1. In the opinion of the Directors there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.
    1. The remuneration disclosures that are contained in the Remuneration Report in the Directors' Report comply with Australian Accounting Standards AASB 124 Related Party Disclosures, the Corporations Act 2001 and the Corporations Regulations 2001.

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

Mark Bennett Director Perth 11 September 2018

Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF S2 RESOURCES LIMITED

As lead auditor of S2 Resources Limited for the year ended 30 June 2018, I declare that, to the best of my knowledge and belief, there have been:

    1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
    1. No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of S2 Resources Limited and the entities it controlled during the period.

Jarrad Prue Director

BDO Audit (WA) Pty Ltd Perth, 11 September 2018

Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

INDEPENDENT AUDITOR'S REPORT

To the members of S2 Resources Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of S2 Resources Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2018, 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, and notes to the financial report, including a summary of significant accounting policies and the directors' declaration.

In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including:

  • (i) Giving a true and fair view of the Group's financial position as at 30 June 2018 and of its financial performance for the year ended on that date; and
  • (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

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

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

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Carrying value of exploration and evaluation assets

Key audit matter How the matter was addressed in our audit

The carrying value of the capitalised exploration and evaluation asset as at 30 June 2018 was disclosed in Note 10.

As the carrying value of the capitalised exploration and evaluation asset represents a significant asset of the Group, we considered it necessary to assess whether any facts or circumstances exist to suggest that the carrying amount of this asset may exceed its recoverable amount.

Judgement is applied in determining the treatment of exploration expenditure in accordance with Australian Accounting Standard AASB 6 Exploration for and Evaluation of Mineral Resources. In particular:

  • x Whether the conditions for capitalisation are satisfied;
  • x Which elements of exploration and evaluation expenditures qualify for recognition; and
  • x Whether facts and circumstances indicate that the exploration and expenditure assets should be tested for impairment.

Our procedures included, but were not limited to:

  • Obtaining a schedule of the areas of interest held by the Group and assessing whether the rights to tenure of those areas of interest remained current at balance date;
  • Verifying, on a sample basis, exploration and evaluation expenditure capitalised during the year for compliance with the recognition and measurement criteria of AASB 6;
  • Considering the status of the ongoing exploration programmes in the respective areas of interest by holding discussions with management, and reviewing the Group's exploration budgets, ASX announcements and director's minutes;
  • Considering whether any such areas of interest had reached a stage where a reasonable assessment of economically recoverable reserves existed;
  • Considering whether any facts or circumstances existed to suggest impairment testing was required; and
  • Assessing the adequacy of the related disclosures in Note 10 to the Financial Statements.

Other information

The directors are responsible for the other information. The other information comprises the information contained in the Financial Report for the year ended 30 June 2018, but does not include the financial report and our auditor's report thereon, which we obtained prior to the date of this auditor's report, and the Annual Report to Shareholders, which is expected to be made available to us after that date.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the Annual Report to Shareholders, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and will request that it is corrected. If it is not corrected, we will seek to have the matter appropriately brought to the attention of users for whom our report is prepared.

Responsibilities of the directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:

http://www.auasb.gov.au/auditors\_responsibilities/ar1.pdf

This description forms part of our auditor's report.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 8 to 15 of the directors' report for the year ended 30 June 2018.

In our opinion, the Remuneration Report of S2 Resources Limited, for the year ended 30 June 2018, complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

BDO Audit (WA) Pty Ltd

Jarrad Prue Director

Perth, 11 September 2018