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SUREFIRE RESOURCES NL — Annual Report 2015
Sep 30, 2015
65857_rns_2015-09-30_d5fd5f04-084f-4d0c-a74a-e3f3fd8dc277.pdf
Annual Report
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BLACK RIDGE MINING NL
ABN 48 083 274 024
ANNUAL REPORT
FOR THE YEAR ENDED 30 JUNE 2015
CORPORATE DIRECTORY
Board of Directors Auditors
Mr Peter Elliott – Non-executive Chairman
Mr Vladimir Nikolaenko – Non-executive Director
Mr Thomas Edward Gilfillan – Non-Executive Director
Company Secretary
Mr Graeme Smith
Somes Cooke Level 2 35 Outram Street WEST PERTH WA 6005
Solicitors
Steinepreis Paganin Level 4 The Read Buildings 16 Milligan Street PERTH WA 6000
Registered Office
63 Hay Street SUBIACO WA 6008 Phone: +61 8 9574 6255 Email: [email protected]
Banker
National Australia Bank Limited 226 Main Street OSBORNE PARK WA 6017
Share Registry
Advanced Share Registry 150 Stirling Highway NEDLANDS WA 6009 Phone: +61 8 9389 8033 Fax: + 61 8 9389 7871
Stock Exchange Listing
Australian Securities Exchange Black Ridge Mining NL ASX Code: BRD
CONTENTS
| REVIEW OF OPERATIONS | 3 |
|---|---|
| DIRECTORS' REPORT | 10 |
| AUDITOR'S INDEPENDENCE DECLARATION | 16 |
| 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 CASH FLOWS | 20 |
| NOTES TO THE FINANCIAL STATEMENTS | 21 |
| DIRECTORS' DECLARATION | 43 |
| INDEPENDENT AUDITOR'S REPORT | 44 |
| CORPORATE GOVERNANCE STATEMENT | 46 |
| ASX ADDITIONAL INFORMATION | 55 |


Figure 1 Location and geological setting of the Unaly Hill Project
The Unaly Hill Project (E57/420) is situated some 500km north east of Perth, Western Australia and is a single tenement covering over 13 kilometres of the strike length of the regionally significant Youanmi Fault. This structure represents the boundary between the Murchison Province and the Southern Cross Province of the Youanmi Terrane of the Yilgarn Craton. Immediately west of the Fault is the Atley Igneous Complex ("AIC") a layered mafic and ultramafic intrusive body.

Figure 2 Location and geological setting of the Unaly Hill Project
REVIEW OF OPERATIONS
Mobile Metal Ion ("MMI") Surveys
The Unaly Hill Project (E57/420) is situated some 500km north east of Perth, Western Australia and is a single tenement covering over 13 kilometres of the strike length of the regionally significant Youanmi Fault.
During the reporting year BRD carried out two rounds of geochemical soil sampling using the MMI sampling and analytical method. The first round was carried out in December 2014 with 303 samples being taken eastwest oriented traverses and resulted in the discovery of several multi-element geochemical anomalies (BRD ASX Announcement 10/03/2015). These significant anomalies included gold and base metals as well as coincident vanadium, titanium, and iron occurrences which were recognized in areas distal from the previously announced Indicated Mineral Resource (BRD ASX Announcement 21/11/2011). A second round of sampling included a further 312 samples from both infill and extensional traverses and improved on the results of the first round (BRD ASX Announcement 13/07/2015).
The program targeted the Atley Igneous Complex (Figure 2) which is a relatively small layered mafic and ultramafic intrusion. The Atley Intrusion is a layered gabbroic unit which has rhythmic layering and cumulate textures. The body has a maximum thickness of 4.5 km and there are exposures over a strike length of 17 km. Further extension of the unit to the south for an additional 13 km is indicated from aeromagnetic data. The compositional layers recognized are gabbro, leucogabbro, pyroxenite (completely altered to talc, chlorite and tremolite), anorthosite and magnetite rock. This sequence is indicative of east facing. The rock has been subjected to greenschist facies metamorphism with preservation of all primary textures have been preserved. The AIC is poorly understood due to the limited exposure at surface and substantial proportion of the intrusion being concealed beneath transported overburden. It was for this fact that MMI was chosen as the preferred technique for surface geochemical exploration.
The aim of the soils program was to test for anomalous base metals, precious metals and vanadium/titanium/iron within the AIC, a layered mafic/ultramafic intrusion. MMI geochemistry was used for its sensitivity over other conventional geochemical methods in environments dominated by a transported regolith. Historic surveys in this area have included broad conventional soil sampling and RAB drilling. These programs have largely focused on gold mineralisation, given the close proximity to the Youanmi Fault, its associated secondary structures and the endowment of gold deposits in the local region from Sandstone to Youanmi Gold Mine.
Historic RAB drilling within the survey area was assayed for gold only, however examination of down-hole geological logs revealed several intersections of ultramafic lithologies and mineral assemblages identified from rock-chips, and later verified in the field at old drill sites. A number of pyroxenitic units within the AIC were therefore interpreted to occur and were targeted as host units for nickel sulphide mineralisation.
RESULTS
Following the second round of MMI sampling, the results were very positive indicating a number of significant anomalies requiring further investigation. The first round of sampling utilised a 500m by 75m grid spacing, while the second round reduced the line spacing to 250m in the northern portion of the survey area. Samples were analysed for a suite of 19 elements including Ag, Al, As, Au, Cd, Co, Cr, Cu, Fe, Mg, Mn, Ni, Pb, Pd, Pt, S, Ti, V, and Zn. Response Ratios ("RR") were calculated using the lower (25th) quartile as the statistical background and assigning each sample a ratio relative to this figure.

Figure 3 MMI sampling at Unaly Hill Project December 2014
MMI Gold Results
Gold results have shown a contiguous and robust gold MMI geochemical anomaly which peaks at 104RR. The anomaly, situated in the north east corner of the survey area, has a central core of >50RR that is contiguous for approximately 1 kilometre with a broader >10RR shell extending beyond 2km in strike length. This anomaly was discovered from the December 2014 MMI survey and was subsequently improved upon and extended by over a kilometre to the north where it remains open along its predominantly northerly trend. This well attenuated anomaly is situated just east of the Youanmi Fault structure and the strike direction of the anomaly may represent a mineralised secondary structural splay.
This anomaly has not been effectively tested by historic RAB drill traverses and represents a significant target which will be investigated further with infill and extensional sampling to test its extent and amplitude.

Figure 4 MMI gold anomalies on magnetic image
MMI Nickel Results
The recent sampling program has extended a significant nickel anomaly situated adjacent to the aforementioned gold anomaly in the north east corner of the survey area. Several other moderate nickel anomalies exist, however the north east corner now has coincident high magnesium with a peak response of 166.7 times the geochemical background from a sample that yielded a nickel anomaly greater than 40 RR and 12 RR cobalt. This is highly significant as it suggests that the narrow tremolitechlorite ultramafic units known to occur in the area may also be accompanied by higher MgO units which are considerably more fertile for bearing nickel sulphides and therefore targets for further investigation.
The nickel anomaly is strongly linear and consistent across a strike length of 1.7km and is open to the north

Figure 5 MMI nickel anomalies on GSWA 250k geology
MMI Vanadium, Titanium, and Iron
From the MMI sampling it was evident that several other vanadiferous titanomagnetite units occur in areas untested by the RC drilling that defined the Inferred V, Ti, Fe Mineral Resource. There was a very strong correlation between vanadium, titanium, and iron in several localities away from the most prominent magnetic high where the known mineralisation occurs. This indicates there are a number of prospective targets within the southern portion of E57/420 delineated by MMI sampling that are likely to yield further vanadium, titanium, and iron mineralised drilling intersections which may potentially add further volume to the existing resource.
Extensional lines extended to the west to the tenement boundary returned several anomalies coincident in vanadium, titanium, and iron. These units are thought to represent further vanadiferous titanomagnetite units which are magmatic in origin and part of the layered succession of units within the AIC. These units are concealed beneath sandy colluvium and alluvium, however the MMI program was proven successful in outlining discrete anomalies in this regolith environment.

Figure 6 MMI V, Ti, and Fe anomalies on GSWA 250k geology and Magnetic Image

Figure 7 MMI V, Ti, and Fe anomalies on GSWA 250k geology showing extension lines from June 2015 survey Seismoelectric Technology Agreement Signed
Black Ridge has entered into an Exclusive Agreement to acquire and operate advanced oil and gas exploration equipment using Seismoelectric technology for the regions of Australia, Indonesia, Thailand, Malaysia, Myanmar and Cambodia.
This newly developed cutting edge new generation Seismoelectric (Patent Pending Pub. No: US2014/0111207 A1) technology is designed specifically for detecting resistive liquids (oil, gas and water) to a depth of up to 3,000 meters.
Money-saving exploration techniques will be critical for oil and gas companies requiring to explore for energy resources within their permits. This technology identifies whether or not it's even reasonable to drill oil and gas targets and does so at substantial cost savings to traditional seismic survey exploration methods.
Unlike the traditional seismic surveys this technology and equipment does not require large areas of cleared areas for oil and gas exploration surveys. The portable operating unit is robust and extremely mobile and is able to be operated in rugged and difficult terrain and environmentally sensitive areas.
Traditionally, oil and gas exploration companies deploying seismic surveys utilizing Seismic Reflection Technology. There are a number of options available for a controlled seismic source in a land survey and particularly common choices are Vibroseis and explosive methods.
Initial informal discussions with a number of local oil and gas companies has drawn considerable interest in utilising this technology. This new generation Seismoelectric technology presents significant opportunities to the Company. Through the application of this technology with oil and gas companies, it will enable Black Ridge Mining NL to participate in various forms of Joint Ventures and Royalty streams and similarly provide substantial financial and technical advantages for oil and gas exploration companies.
Corporate
Two capital raisings during the year raised \$100,000.
On 5 June 2015 Black Ridge announced that it would be conducting a pro-rata non-renounceable entitlement issue to shareholders of approximately 854,561,658 fully paid ordinary shares at an issue price of \$0.002 per Share on the basis of one (1) New Share for every one (1) Share held together with one (1) Free Attaching Option for each Share issued, to raise approximately \$1,709,123 before expenses.
Finance Review
The Group has recorded an operating loss after income tax for the year ended 30 June 2015 of \$1,294,813 (2014: loss of \$285,401).
At 30 June 2015 cash assets available totalled \$14,593 (2014: \$8,524).
Cash outflows from operating activities were \$74,985 in 2015 (2014: \$101,648)
Your directors submit their report for the Company and its controlled entities ("the Consolidated Entity" or "Group") for the year ended 30 June 2015.
DIRECTORS
The names and details of the Company's directors in office during the financial year and until the date of this report are as follows. Directors were in office for the entire period unless otherwise stated.
| Mr Peter Elliott Qualifications |
Chairman LLB |
|---|---|
| Mr Elliott is an admitted Barrister and Solicitor from New Zealand who has been legal counsel for a division of Trafalgar House based in the United Kingdom and subsequently the USA Director and Company Secretary of Lakeland Properties Limited, a listed company in New Zealand and in more recent years has specialized in corporate administration. |
|
| Chief Executive of a large Corporate Management Group in Hong Kong for five years and subsequently a group Company Director in 1995 he established The Exemplar Group that has grown to have a significant involvement in business consultancy and in IT, particularly the development and implementation of software solutions for corporate compliance and administration. |
|
| Interest in Shares & Options |
ORD – 15,937,500 Options – 15,937,500 (ex \$0.003 expiry 30 Nov 2016) |
| Mr Vladimir Nikolaenko | Non-executive Director |
| Experience | Mr Nikolaenko has over 30 years of commercial experience in exploration, project evaluation, development and operations, predominantly focused in the base metals, gold and diamond sectors. He has a depth of management and corporate expertise in the operation of public companies and has held the position of managing director of four public companies over a period of more than 20 years involved in exploration and production, property development and technology. |
| Interest in Shares & Options |
ORD – 457,186,050 Options – 368,125,000 (ex \$0.003 expiry 30 Nov 2016) |
| Mr Thomas Gilfillan |
Non-executive Director |
| Mr Gilfillan has over 35 years of commercial experience in financial service, corporate management and property development. He has a depth of management and corporate expertise, and was a founding partner in a licensed financial planning company retiring in 2005 with over 20 years' service. Through Mr Gilfillan's leadership in that company, it grew over the years from a life and general insurance based firm to one of the leading self managed superannuation fund advisers and administrators in Western Australia. |
|
| Mr Gilfillan has been involved in the raising of capital in the equities market, including IPOs and share placements. Over the past 15 years, he has managed a number of residential and commercial property developments, and continues to be actively involved in the property sector. |
| Interest in Shares Options |
& ORD – 101,509,684 Options – 97,500,000 (ex \$0.003 expiry 30 Nov 2016) |
|---|---|
| OTHER OFFICERS Mr Graeme Smith |
Company Secretary |
| Qualifications | BEc, MBA, MComLaw, FCPA, FGIA, FCIS, MAusIMM |
| Experience | Mr Smith is a Principal in a Company Secretarial and Legal advisory firm. He has held CFO and Company Secretary positions with a broad range of Mining and Resources companies, including Top 10 Australian and overseas mining companies. |
PRINCIPAL ACTIVITIES
The principal activity during the financial year was mineral exploration including the exploration and evaluation of opportunities located domestically and internationally.
OPERATING RESULTS
The Consolidated Entity's operating loss after tax for the year ended 30 June 2015 was \$1,294,813 (2014: loss of \$285,401).
REVIEW OF OPERATIONS
Progress of the Group's activities, and future emphasis, in relation to projects and negotiations thereon located in Western Australia and overseas are detailed in the Review of Operations which precedes the Directors' Report.
LIKELY DEVELOPMENTS AND FUTURE RESULTS
Other than as referred to in the Review of Operations, further information as to likely developments in the operations of the Consolidated Entity would, in the opinion of the directors, be speculative and may hinder the Consolidated Entity in the achievement of its commercial objectives.
SIGNIFICANT CHANGE IN STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Consolidated Entity during the financial year, not otherwise disclosed in this Directors' Report or in the Review of Operations.
SIGNIFICANT EVENTS SUBSEQUENT TO BALANCE DATE
On 5 June 2015 Black Ridge announced that it would be conducting a pro-rata non-renounceable entitlement issue to shareholders of approximately 854,561,658 fully paid ordinary shares at an issue price of \$0.002 per Share on the basis of one (1) New Share for every one (1) Share held together with one (1) Free Attaching Option for each Share issued, to raise approximately \$1,709,123 before expenses.
The issue closed on 13 August 2015 and raised \$203,283 before expenses.
As the Issue was underwritten to \$1 million and this amount of liability by the Company was swapped for equity by the underwriter – Vladimir Nikolaenko.
Apart from the above, there has not been any matter or circumstance other than that referred to in the financial statements or notes thereto, that has arisen since the end of the financial year that has significantly affected, or may significantly affect the operations of the Consolidated Entity, the results of those operations, or the state of affairs of the Consolidated Entity in future financial years.
REMUNERATION REPORT (AUDITED)
This remuneration report outlines the remuneration arrangements for the Company's Key Management Personnel (KMP).
Remuneration policy
The performance of the Company depends upon the quality of its Directors and Executives. To prosper, the Company must attract competent and experienced directors and executives. To ensure this the Company has put in place a remuneration structure:
- That provides a balance of base compensation long term incentive plans;
- That provides market-based director fees for its non executive directors.
Remuneration committee
The Board elected that the Company was of the size that a Remuneration Committee was not warranted and that these issues would be continually considered by the Board.
The full Board is responsible for establishing the Company's remuneration policies and practices and to ensure they match the group's objectives. The Company's Board proposed the Managing Director's total remuneration package and is responsible for reviewing the non executive remuneration.
Non-executive director and executive remuneration
The remuneration of non-executive directors may not exceed in aggregate in any financial year the amount fixed by the Company. Currently the non-executive directors are remunerated by way of directors' fees which have been set at \$30,000 p.a. for the non-executive Chairman and \$30,000 for the non-executive directors, amounts considered reasonable for a company of its size and operational activity.
Reward for performance
During the year there was no reward for the performance component of any remuneration package.
Key management personnel positions
- P Elliott Non-executive Chairman
- V Nikolaenko Non-executive Director
- T Gilfillan Non-executive Director
DIRECTORS' REPORT
Remuneration report (cont'd) Remuneration of directors and named KMP's
| Short-term employee benefits | Post Share-based employment payment benefits |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Equity-settled | Proportion of | Value of options as |
|||||||
| Salary & Fees \$ |
Profit Share & Bonus \$ |
Non monetary \$ |
Superannuation \$ |
Shares \$ |
Options \$ |
Total \$ |
remuneration – performance related (%) |
proportion of remuneration (%) |
|
| 2015 | |||||||||
| Peter Elliott | 30,000 | 30,000 | - | - | |||||
| Vladimir Nikolaenko | 30,000 | 30,000 | - | - | |||||
| Thomas Gilfillan | 30,000 | 30,000 | - | - | |||||
| Total 2015 | 90,0001 | 90,000 | - | - | |||||
| 2014 | |||||||||
| Peter Elliott | 12,500 | 12,500 | - | - | |||||
| Vladimir Nikolaenko | 30,000 | 30,000 | - | - | |||||
| Thomas Gilfillan | 30,000 | 30,000 | - | - | |||||
| Stuart Third | 5,000 | 5,000 | |||||||
| Malcolm Carson | 15,000 | 15,000 | - | - | |||||
| Total 2014 | 92,500 | 92,500 | - | - |
.
1 This amount is unpaid but accrued.
KMP options and rights holdings
There are no options over ordinary shares held by each KMP of the Company during the financial year is as follows:
KMP shareholdings
The number of ordinary shares in the Company held by each KMP of the Company during the financial year is as follows:
| 30 June 2015 | Balance at start of year |
Commencing office |
Issued during the year |
Purchased/(sold) during the year |
Ceasing office |
Balance at the end of the year |
|---|---|---|---|---|---|---|
| P Elliott | - | - | - | - | - | - |
| V Nikolaenko | 81,369,511 | - | - | 7,691,539 | - | 89,061,050 |
| T Gilfillan | 4,009,684 | - | - | - | - | 4,009,684 |
| 85,379,195 | - | - | 7,691,539 | - | 93,070,734 |
| 30 June 2014 | Balance at start of year |
Commencing office |
Issued during the year |
Purchased/(sold) during the year |
Ceasing office |
Balance at the end of the year |
|---|---|---|---|---|---|---|
| P Elliott | - | - | - | - | - | - |
| V Nikolaenko | 61,995,513 | - | - | 19,373,998 | - | 81,369,511 |
| T Gilfillan | 4,009,684 | - | - | - | - | 4,009,684 |
| M Carson | - | - | - | - | - | - |
| S Third | - | - | - | - | - | - |
| 66,005,197 | - | - | 19,373,998 | - | 85,379,195 |
END OF REMUNERATION REPORT (AUDITED)
DIRECTORS' MEETINGS
During the year, 12 directors' meetings were held. The number of meetings in which directors were in attendance is as follows:
| Directors' Meetings | ||||
|---|---|---|---|---|
| No. of meetings held | ||||
| while in office | Meetings attended | |||
| P Elliott | 12 | 12 | ||
| V Nikolaenko | 12 | 12 | ||
| T Gilfillan | 12 | 12 |
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
During the financial year, the Consolidated Entity paid premiums totalling \$4,708 (2014: \$9,976) in respect of a contract insuring all the directors of the Company against a liability incurred in their role as directors of the consolidated entity, except where:
- the liability arises out of conduct involving a wilful breach of duty;
- there has been a contravention of the relevant sections of the Corporations Act;
- the conduct involves trading whilst insolvent;
- the conduct involves an operation carried on outside Australia.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the directors of the Company support and have adhered to the principles of Corporate Governance.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Company's exploration operations are subject to environmental regulations under Commonwealth and State legislation. The directors believe that the Company has adequate systems in place for the management of the requirements under those regulations, and are not aware of any breach of such requirements as they apply to the Company.
AUDITOR INDEPENDENCE
A copy of the auditor's independence declaration as required under Section 307C of the Corporations Act 2001, is set out on the following page.
NON-AUDIT SERVICES
There were no non-audit services provided by the external auditors during the financial year.
SIGNED in accordance with a resolution of the directors
P Elliott Chairman
Perth, 30 September 2015

| 35 Outram St | PO Box 709 | 08 9481 5645 08 9426 4500 F |
Chartered Accountants (Au | ||
|---|---|---|---|---|---|
| West Perth | West Perth | W somescooke.com.au | Business Consultants | ||
| WA 6005 | WA 6872 | ъ. | [email protected] | Financial Advisors | |
| rces | |||||
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015
| Note | 2015 \$ |
2014 \$ |
|
|---|---|---|---|
| Continuing operations | |||
| Revenue from ordinary activities | |||
| Gross revenue | 3 | - | 23 |
| Total revenue | - | 23 | |
| Expenses from ordinary activities | |||
| Depreciation expense | - | (7,256) | |
| Salaries and employee benefits expense | (90,000) | (92,500) | |
| Exploration expenses | 12 | (54,648) | (32,092) |
| Impairment expenses | 12 | (1,031,068) | (5,555) |
| Administration expenses | 4 | (119,097) | (148,021) |
| (1,294,813) | (285,424) | ||
| Income tax | 5 | - | - |
| Loss after Income tax | (1,294,813) | (285,401) | |
| Other comprehensive income | - | - | |
| Total comprehensive income for the year | (1,294,813) | (285,401) | |
| Earnings per share | |||
| Basic loss per share (cents per share) | 8 | 0.16 | 0.04 |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015
| Note | 2015 | 2014 | |
|---|---|---|---|
| \$ | \$ | ||
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | 9 | 14,593 | 8,524 |
| Trade and other receivable | 10 | - | 11,800 |
| Other asset | 11 | - | 9,468 |
| Total current assets | 14,593 | 29,792 | |
| Non-current assets | |||
| Exploration expenditure | 12 | 927,000 | 1,871,068 |
| Total non-current assets | 927,000 | 1,871,068 | |
| TOTAL ASSETS | 941,593 | 1,900,860 | |
| LIABILITIES | |||
| Current liabilities | |||
| Trade and other payables | 15 | 663,984 | 463,404 |
| Borrowings | 16 | 1,841,817 | 1,802,050 |
| Total current liabilities | 2,505,801 | 2,265,454 | |
| TOTAL LIABILITIES | 2,505,801 | 2,265,454 | |
| NET LIABILITIES | (1,564,208) | (364,594) | |
| EQUITY | |||
| Contributed equity | 17(a) | 20,443,107 | 20,340,385 |
| Accumulated losses | (22,007,315) | (20,704,979) | |
| DEFICIT IN SHAREHOLDERS FUNDS | (1,564,208) | (364,594) |
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 2015
| Note | Contributed Equity |
Accumulated Losses |
Reserves | Total Equity | |
|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | ||
| Balance at 1 July 2013 | 20,340,385 | (20,642,928) | 223,350 | (79,193) | |
| Shares issued during the year | - | - | - | - | |
| Total Comprehensive Income | - | (285,401) | - | (285,401) | |
| Transfers | - | 223,350 | (223,350) | - | |
| Balance at 30 June 2014 | 20,340,385 | (20,704,979) | - | (364,594) | |
| Balance at 1 July 2014 | 20,340,385 | (20,704,979) | - | (364,594) | |
| Shares issued during the year | 102,722 | - | - | 102,722 | |
| Total Comprehensive Income | - | (1,294,813) | - | (1,294,813) | |
| Transfers | - | (7,523) | - | (7,523) | |
| Balance at 30 June 2015 |
20,443,107 | (22,007,315) | - | (1,564,208) |
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 2015
| Note | 2015 | 2014 | |
|---|---|---|---|
| \$ | \$ | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Interest received | - | 23 | |
| Payment to suppliers and employees | (74,985) | (101,671) | |
| Net cash used in operating activities | 21 | (74,985) | (101,648) |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Exploration & evaluation expenditure incurred | (61,435) | - | |
| Net cash used in investing activities | (61,435) | - | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from borrowings | 39,767 | 78,050 | |
| Proceeds from issue of ordinary shares | 102,722 | - | |
| Net cash provided by financing activities | 142,489 | 78,050 | |
| Net increase / (decrease) in cash held | 6,069 | (23,598) | |
| Effect of exchange rate movements | - | - | |
| Cash and cash equivalents at the beginning of financial year |
8,524 | 32,122 | |
| Cash and cash equivalents at the end of financial year | 9 | 14,593 | 8,524 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This financial report includes the financial statements and notes of Black Ridge Mining NL (or "the Company") and its Controlled Entities ("Group").
Basis of preparation
The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise.
Except for cash flow information, the financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
a. Principles of consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Black Ridge Mining NL at the end of the reporting period. A controlled entity is any entity over which Black Ridge Mining NL 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 13 to the financial statements.
In preparing the consolidated financial statements, all inter-group 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 statement of 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. Income tax
The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income).
Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss.
Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (a) a legally enforceable right of set-off exists; and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
c. Exploration, evaluation and development expenditure
It is the Group's policy to capitalise the cost of acquiring rights to explore areas of interest. All other exploration expenditure is expensed to the statement of profit or loss and other comprehensive income.
The costs of acquisition are carried forward as an asset provided rights to tenure are current and one of the following conditions are met:
- Such costs are expected to be recouped through the successful development and exploitation of the area of interest, or alternatively, by its sale; or
- Exploration activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence of otherwise of recoverable reserves, and active and significant operations in relation to the area are continuing.
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
d. Financial instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the Group commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted).
Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified "at fair value through profit or loss", in which case transaction costs are expensed to profit or loss immediately.
Classification and subsequent measurement
Finance instruments are subsequently measured at either fair value, amortised cost using the effective interest rate method, or cost.
Amortised cost is the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method.
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option pricing models.
The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense item in profit or loss.
The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of Accounting Standards specifically applicable to financial instruments.
(i) Financial assets at fair value through profit or loss
Financial assets are classified at "fair value through profit or loss" when they are held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying value being included in profit or loss.
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(ii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.
(iii) Fair values
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value of all unlisted securities, including recent arm's length transactions, reference similar to instruments and option pricing models.
Impairment
At the end of each reporting period, the Company assesses whether there is objective evidence that a financial instrument has been impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a "loss event") having occurred, which has an impact on the estimated future cash flows of the financial asset(s).
In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in profit or loss. Also, any cumulative decline in fair value previously recognised in other comprehensive income is reclassified to profit or loss at this point.
In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments; indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears or economic conditions that correlate with defaults.
For financial assets carried at amortised cost (including loans and receivables), a separate allowance account is used to reduce the carrying amount of financial assets impaired by credit losses. After having taken all possible measures of recovery, if management establishes that the carrying amount cannot be recovered by any means, at that point the written-off amounts are charged to the allowance account or the carrying amount of impaired financial assets is reduced directly if no impairment amount was previously recognised in the allowance account
When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the Company recognises the impairment for such financial assets by taking into account the original terms as if the terms have not been renegotiated so that the loss events that have occurred are duly considered.
e. Impairment of non-financial assets
At the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information, including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits.
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, to the asset's carrying amount. Any excess of the asset's carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Accounting Standard (eg in accordance with the revaluation model in AASB 116). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Accounting Standard.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
f. Intangibles
Research and development
Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised only when technical feasibility studies identify that the project will deliver future economic benefits and these benefits can be measured reliably.
Development costs have a finite life and are amortised on a systematic basis matched to the future economic benefits over the useful life of the project.
g. Contributed equity
Issued and paid-up capital is recognised at the fair value of the consideration received by the company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.
h. Equity-settled compensation
From time to time the Group provides benefits to employees (including senior executives) of the Group in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions)
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a pricing model which incorporates all market vesting conditions.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of the Company (market conditions) if applicable.
The cost of equity-based transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period).
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group's best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.
If any equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.
i. Provisions
Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.
Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.
j. Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other shortterm highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities in the statement of financial position.
k. Revenue and other income
Revenue is measured at the fair value of the consideration received or receivable after taking into account any discounts and rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue.
Interest revenue is recognised using the effective interest rate method.
Revenue recognition relating to the provision of services is determined with reference to the stage of completion of the transaction at reporting date and where outcome of the contract can be estimated reliably. Stage of completion is determined with reference to the services performed to date as a percentage of total anticipated services to be performed.
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Where the outcome cannot be estimated reliably, revenue is recognised only to the extent that related expenditure is recoverable.
All revenue is stated net of the amount of goods and services tax (GST).
l. Trade and other payables
Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.
m. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).
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 ATO 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 ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.
n. Comparative information
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
Where the Group has retrospectively applied an accounting policy, made a retrospective restatement of items in the financial statements or reclassified items in its financial statements, an additional statement of financial position as at the beginning of the earliest comparative period will be disclosed.
o. Critical accounting estimates and judgments
The directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company.
Key estimates
(i) Impairment – general
The Group assesses impairment at the end of each reporting period by evaluating conditions and events specific to the Group that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using calculations which incorporate various key assumptions.
p. Earnings per share
Basic earnings per share is calculated as net loss attributable to members of the Company, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element.
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
q. New standards and interpretations not yet adopted
At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but not yet effective.
The Company does not anticipate that there will be a material effect on the financial statements from the adoption of these standards.
| Standard/Interpretation | Effective for annual reporting periods beginning on or after |
Expected to be initially applied in the financial year ending |
|---|---|---|
| AASB 9 'Financial Instruments', and the relevant amending standards |
1 January 2018 | 30 June 2019 |
| AAASB 15 'Revenue from contracts with customers' |
1 January 2017 | 30 June 2018 |
r. Going concern
The financial report has been prepared on a going concern basis, which contemplates the continuity of the normal business activities and the realisation of assets and settlement of liabilities in the normal course of business.
For the year ended 30 June 2015, the Group incurred an operating loss of \$1,294,813 (2014: \$285,401) and an operating cash outflow of \$74,985 (2014: \$101,648). The Group has recorded net liabilities of \$1,564,208 as at 30 June 2015 (2014: net liabilities of \$364,594).
Mr Vladimir Nikolaenko has confirmed that he will not call the amounts owed to him or his related parties as at 30 June 2015 by the Group until the Group has ability to pay.
In addition, on 5 June 2015 Black Ridge announced that it would be conducting a pro-rata nonrenounceable entitlement issue to shareholders of approximately 854,561,658 fully paid ordinary shares at an issue price of \$0.002 per Share on the basis of one (1) New Share for every one (1) Share held together with one (1) Free Attaching Option for each Share issued, to raise approximately \$1,709,123 before expenses.
The issue closed on 13 August 2015 and raised \$203,283 before expenses.
As the Issue was underwritten to \$1 million and this amount of liability by the Company was swapped for equity by the underwriter – Vladimir Nikolaenko.
Based upon the Group's ability to modify expenditure outlays if required, a commitment from Mr Nikolaenko not to demand repayments for loans given to the Group for a period of up to 1 year and the funds raised from the entitlements issue, the directors consider there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable, and therefore the going concern basis of preparation to be appropriate for the preparation of the Group's 2015 financial report.
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
However, the Directors recognise that the ability of the Company to continue as a going concern and to pay its debts as and when they fall due may be dependent on the ability of the Company to secure additional funding through either the issue of further shares and or options, convertible notes or entering into negotiations with third parties regarding the sale and or farm out of assets of the Company or a combination thereof.
Should the Company be unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different from those stated in the financial report.
The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.
| Note | 2015 | 2014 |
|---|---|---|
| \$ | \$ |
NOTE 2: PARENT INFORMATION
The following information has been extracted from the books and records of the parent and has been prepared in accordance with Accounting Standards.
| STATEMENT OF FINANCIAL POSITION | ||
|---|---|---|
| ASSETS | ||
| Current assets | 14,593 | 29,792 |
| Non current assets | 927,000 | 1,871,068 |
| TOTAL ASSETS | 941,593 | 1,900,860 |
| LIABILITIES | ||
| Current liabilities | 2,505,801 | 2,265,454 |
| TOTAL LIABILITIES | 2,505,801 | 2,265,454 |
| NET LIABILITIES | (1,564,208) | (364,594) |
| EQUITY | ||
| Issued capital | 20,443,107 | 20,340,385 |
| Accumulated losses |
(22,007,315) | (20,704,979) |
| TOTAL EQUITY | (1,564,208) | (364,594) |
| STATEMENT OF COMPREHENSIVE INCOME | ||
| Total loss for the year | (1,294,813) | (285,401) |
Guarantees
The Company has not entered into any guarantees in the current or previous financial year, in relation to the debts of its subsidiaries.
Contingent liabilities
Details of contingent liabilities are set out in Note 19.
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| NOTE 3: REVENUE AND OTHER INCOME | ||
| Finance income | - | 23 |
| Other | - | - |
| Total revenue from ordinary activities | - | 23 |
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| NOTE 4: LOSS FOR THE YEAR |
Loss from ordinary activities before income tax expense has been arrived at after charging the following items:
Administration costs
| - | Audit fees | 15,955 | 28,000 |
|---|---|---|---|
| - | Company secretarial fees | 19,545 | 29,700 |
| - | Consulting and management fees | - | (34,023) |
| - | Legal fees | 12,287 | 6,972 |
| - | Accounting fees | 5,600 | 40,826 |
| - | Rent & outgoings | 12,845 | 10,132 |
| - | ASX / Share registry fees | 37,659 | 24,601 |
| - | Other | 15,206 | 41,813 |
| 119,097 | 148,021 | ||
NOTE 5: INCOME TAX
A reconciliation between tax revenue and the product of accounting loss before income tax multiplied by Group's applicable income tax rate is as follows:
| Accounting loss before tax from continuing operations | ||
|---|---|---|
| Loss before tax from discontinued operations | (1,294,813) | (285,401) |
| At the Parent Entity's statutory income tax rate of 30% | ||
| (2014: 30%) | (388,444) | (85,620) |
| - Section 40-880 deduction |
(9,470) | (41,647) |
| Unused tax losses and temporary differences not | ||
| recognised as deferred tax assets | 397,914 | 127,267 |
| Income tax attributable to entity | - | - |
NOTE 5: INCOME TAX (continued)
Net deferred tax assets have not been brought to account, as it is not probable within the immediate future that tax profits will be available against which deductible temporary differences and tax losses can be utilised.
NOTE 6: KEY MANAGEMENT PERSONNEL (KMP) COMPENSATION
Refer to the remuneration report contained in the Directors' Report for details of the remuneration paid or payable to each member of the Group's key management personnel for the year ended 30 June 2015.
The totals of remuneration attributable to KMP of the Company during the year are as follows:
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| Short-term employee benefits | 90,000 | 92,500 |
| Post-employment benefits | - | - |
| 90,000 | 92,500 | |
| NOTE 7: AUDITORS' REMUNERATION | ||
| Audit of accounts | 21,000 | 28,000 |
| 21,000 | 28,000 | |
| NOTE 8: EARNINGS PER SHARE | ||
| Earnings used in the calculation of EPS | ||
| Loss | (1,294,813) | (285,401) |
| Number | Number | |
| Weighted average number of ordinary shares used | ||
| as the denominator in calculating basic EPS | 803,191,573 | 754,560,658 |
The Company's potential ordinary shares are not considered dilutive and accordingly basic loss per share is the same as diluted loss per share.
| Note | 2015 | 2014 | |
|---|---|---|---|
| NOTE 9: CASH AND CASH EQUIVALENTS | \$ | \$ | |
| Cash at bank | 14,593 | 8,524 | |
| 14,593 | 8,524 | ||
NOTE 10: TRADE AND OTHER RECEIVABLES
| GST receivable | - | 11,800 |
|---|---|---|
| - | 11,800 |
| 2015 \$ |
2014 \$ |
|
|---|---|---|
| NOTE 11: OTHER CURRENT ASSETS | ||
| Prepayments | - | 9,468 |
| - | 9,468 | |
| NOTE 12: EXPLORATION AND DEVELOPMENT EXPENDITURE | ||
| 2015 | 2014 | |
| \$ | \$ | |
| Balance at beginning of year | 1,871,068 | 1,871,068 |
| Exploration expenditure incurred | 141,648 | 32,092 |
| Impairment (i) |
(1,031,068) | - |
| Exploration expenditure expensed to income | ||
| statement | (54,648) | (32,092) |
| 927,000 | 1,871,068 | |
The Group has capitalised part of the expenditure in relation to its Unaly Hill project representing acquisition cost.
The value of the consolidated entity's interest in exploration and evaluation expenditure is dependent upon:
- The continuance of the consolidated entity's right of tenure of the areas of interest;
- The results of future exploration;
- The recoupment of costs through successful development and exploitation of the areas of interest, or alternatively, by their sale.
- (i) In light of current market conditions, the Directors have conservatively estimated the recoverable amount of its exploration and evaluation assets, based on the company's market capitalisation. As a result, deferred exploration and evaluation assets have been impaired by \$1,031,068 in the year to 30 June 2015.
As this is an estimation, the actual recoverable amount may be significantly different to this value. Future exploration and evaluation results and changes in commodity prices may increase the estimated recoverable amount in the future, which may result in the reversal of some or all of impairment recognition.
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| NOTE 13: CONTROLLED ENTITIES | ||
| Controlled entities consolidated | ||
| Percentage Owned (%) | ||
| Subsidiaries of Black Ridge Mining NL | 2015 | 2014 |
| Unaly Hill Pty Ltd | 100 | 100 |
| Sandstone Holdings Pty Ltd | 100 | 100 |
| 2015 \$ |
2014 \$ |
|
|---|---|---|
| NOTE 15: TRADE AND OTHER PAYABLES | ||
| Trade payables * |
322,416 | 312,547 |
| Sundry payables and accrued expenses | 341,568 | 150,857 |
| 663,984 | 463,404 |
*Trade payables are non-interest bearing and normally settled in 30 days.
NOTE 16: BORROWINGS
| Loan – Fiji Holdings Pty Ltd |
57,700 | 56,700 |
|---|---|---|
| Loan – Mutual Holdings Pty Ltd |
59,850 | 21,350 |
| Loan – Plato Mining Pty Ltd |
1,724,000 | 1,724,000 |
| 1,841,550 | 1,802,050 | |
(i) Loan payable to Fiji Holdings (Company related to Mr Vladimir Nikolaenko) is unsecured. Interest is payable on this loan at 10% per annum.
(ii) Loans payable to Mutual holdings and Plato Mining Pty Ltd (Both companies related to Mr Vladimir Nikolaenko) are unsecured and non interest bearing.
NOTE 17: ISSUED CAPITAL
| 2015 | 2014 | |||
|---|---|---|---|---|
| a. | Issued share capital | |||
| 854,561,658 fully paid ordinary shares | ||||
| (2014: 754,560,658) | 20,443,107 | 20,340,385 | ||
| b. | Ordinary shares | |||
| Note | 2015 | 2014 | ||
| Number | Number | |||
| At the beginning of the reporting period: | 754,560,658 | 754,560,658 | ||
| Shares issued during the year | ||||
| 17 September 2014 @ \$0.01 | 50,000,000 | |||
| 19 September 2014 @0.01 | 1,000 | |||
| 22 April 2015 @0.01 | 50,000,000 | |||
| At the end of the reporting period | 854,561,658 | 754,560,658 | ||
Terms and conditions of contributed equity
Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the company.
NOTE 17: ISSUED CAPITAL (continued)
| 2015 | 2014 | |
|---|---|---|
| c. Option premium reserve |
\$ | \$ |
| Opening balance | - | 223,350 |
| Transfer to accumulated losses | - | (223,350) |
| - | - |
d. Capital management policy
The Group's objective when managing capital is to safeguard the Group's ability to continue as a going concern, so as to maintain a strong capital base sufficient to maintain future exploration and development of its projects. In order to maintain or adjust the capital structure, the Group may return capital to shareholders, issue new shares or sell assets to reduce debt. The Group's focus has been to raise sufficient funds through equity to fund its activities. The Group monitors capital on the basis of the gearing ratio. However there are no external borrowings as at balance date.
There were no changes in the Group's approach to capital management during the year. Risk management policies and procedures are established with regular monitoring and reporting.
The Group is not subject to externally imposed capital requirements.
NOTE 18: CONTRACTUAL AND LEASING COMMITMENTS
Exploration expenditure commitments
In order to maintain current rights of tenure to exploration tenements, the Company is required to outlay tenement lease rentals and perform minimum exploration work to meet minimum expenditure requirements specified by various government authorities. These obligations are subject to renegotiation when application for a mining lease is made and at various other times. These obligations are not provided for in the financial report and are payable:
| Note | 2015 | 2014 | |
|---|---|---|---|
| \$ | \$ | ||
| - not later than 12 months | 70,000 | 70,000 | |
| - between 12 months and 5 years | 7,806 | 7,806 | |
| - greater than 5 years | |||
| 77,806 | 77,806 | ||
NOTE 19: CONTINGENT LIABILITIES
The Company has a contingent liability in relation to the acquisition of the Unaly Hill mining tenement E57/420:
- a) Upon establishment of an Inferred, Indicated or Measured resource, royalty payments must be made to the vendor based on mineral ore tonnages identified.
- i) Where the resource relates to iron ore, vanadium or phosphate Inferred resource \$0.02 per tonne of ore, Indicated resource \$0.04 per tonne of ore and Measured resource \$0.06 per tonne of ore.
- ii) Where the resource relates to U3O8 or any base metal Inferred resource \$0.05 per tonne of ore, Indicated resource \$0.08 per tonne of ore and Measured resource \$0.10 per tonne of ore.
- iii) Where the resource relates to gold or any other precious metal Inferred resource \$0.20 per tonne of ore, Indicated resource \$0.30 per tonne of ore and Measured resource \$0.50 per tonne of ore.
- b) A further royalty equal to 2.25% of gross revenue arising from sale of minerals derived from the tenement.
An agreement with the vendor was entered into when an Initial Inferred resource was announced deferring the payment of the additional amount identified in (a) above until an alternative agreement is reached.
NOTE 20: OPERATING SEGMENT
The Group has identified that it operates in only one segment based on the internal reports that are reviewed and used by the board of directors (chief operation decision makers) in accessing performance and determining to allocation of resources. The group's principle activity is mineral exploration.
NOTE 21: CASH FLOW INFORMATION
| Note | 2015 \$ |
2014 \$ |
||
|---|---|---|---|---|
| a. | Reconciliation of cash | |||
| Cash at end of financial year as shown in the cash flow statement is reconciled to items in the balance sheet as follows: |
||||
| Cash and cash equivalents | 14,593 | 8,524 | ||
NOTE 21: CASH FLOW INFORMATION (continued)
b. Reconciliation with operating loss
Reconciliation of cash flows from operations with operating loss after income tax is set out as follows:
| Operating losses | (1,294,813) | (285,401) |
|---|---|---|
| Non-cash flows included in loss: | ||
| - Depreciation expense |
- | 7,256 |
| - Write down of financial assets |
- | 5,555 |
| - Impairment of exploration assets |
1,031,068 | - |
| Exploration expenditure included in operating loss | 53,913 | |
| Changes in assets and liabilities: | ||
| - (Increase)/decrease in receivables |
11,800 | (5,220) |
| - Decrease in prepayments |
9,467 | - |
| - Increase in operating creditors and accruals |
113,580 | 176,162 |
| - Increase in provisions |
- | - |
| Net cash used by operating activities | (74,985) | (101,648) |
NOTE 22: EVENTS AFTER THE REPORTING PERIOD
On 5 June 2015 Black Ridge announced that it would be conducting a pro-rata non-renounceable entitlement issue to shareholders of approximately 854,561,658 fully paid ordinary shares at an issue price of \$0.002 per Share on the basis of one (1) New Share for every one (1) Share held together with one (1) Free Attaching Option for each Share issued, to raise approximately \$1,709,123 before expenses.
The issue closed on 13 August 2015 and raised \$203,283 before expenses.
As the Issue was underwritten to \$1 million and this amount of liability by the Company was swapped for equity by the underwriter – Vladimir Nikolaenko.
There has not been any matter or circumstance other than that referred to in the financial statements or notes thereto, that has arisen since the end of the financial year that has significantly affected, or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
NOTE 23: RELATED PARTY TRANSACTIONS
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
a) Key management personnel
The names of each person holding the position of director of the Company during the financial year are:
- P Elliott
- V Nikolaenko
- T Gilfillan
For details of disclosures relating to key management personnel, refer to the remuneration report.
NOTE 23: RELATED PARTY TRANSACTIONS (continued)
b) Administration service agreement
- Corporate Admin Services Pty Ltd
The Company had an administration service agreement with Corporate Admin Services Pty Ltd, a company of which Mr. Vladimir Nikolaenko is a director, which has now lapsed as the option to extend the agreement was not exercised.
The contract was for provision of strategic and corporate advisory service. The amount paid/services rendered during the year ended 30 June 2015 was \$15,000 (2014: \$19,072) and represents reimbursements for costs incurred in the provision of strategic and corporate advisory services. The amount owing to Corporate Admin Services Pty Ltd at 30 June 2015 is \$180,780 (2014: \$180,780).
c) Acquisition of mining tenement – additional consideration
- Plato Mining Pty Ltd
In 2009, the Company acquired the Unaly Hill Tenement (E57/420) from Plato Mining Pty Ltd, a company of which Mr Vladimir Nikolaenko is a director. Upon the establishment of a JORC Code compliant Inferred resource, Indicated resource or Measured resource on the Tenement, the Company is pay further amounts to Plato Mining Pty Ltd (Note 19).
For details of disclosures relating to amount payable to Plato Mining Pty Ltd, refer to Note 16.
d) Short term financing arrangement
- Fiji Holdings Pty Ltd
In 2014, the Company entered into a short term (6 month) financing arrangement with Fiji Holdings Pty Ltd, a company of which Mr Vladimir Nikolaenko is a director. The agreement provides the Company with a facility of up to \$100,000 to fund operations whilst alternatives for a capital raising are considered, and provides for payment of interest at 10% per annum on the drawn balance. The facility is unsecured. Balance payable at 30 June 2015 is \$57,700 (2014: \$56,700).
- Mutual Holding Pty Ltd
In 2014 the Company entered into short term financing arrangement with Mutual Holding Pty Ltd, a company of which Mr Vladimir Nikolaenko is a director. This facility is unsecured and non interest bearing. Balance payable at 30 June 2015 is \$59,850 (2014: \$21,350).
e) Consulting services
- Nysa Pty Ltd
The Company engaged Nysa Pty Ltd, a company of which Mr. Ed Gilfillan is a director, to assist with the promotion and evaluation of oil & gas technology in 2015. The amount services rendered during the year ended 30 June 2015 was \$30,000.
NOTE 24: FINANCIAL RISK MANAGEMENT
This note presents information about the Group's exposure to credit, liquidity and market risks, its objectives, policies and processes for measuring and managing risk and the management of capital.
The Group does not use any form of derivatives as it is not at a level of exposure that requires the use of derivatives to hedge its exposure. Exposure limits are reviewed by management on a continuous basis. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
The Board of Directors of the Company has overall responsibility for the establishment and oversight of the risk management framework. Management monitors and manages the financial risks relating to the operations of the Company and the Group through regular reviews of the risks.
The Group's financial instruments consist mainly of deposits with banks, accounts receivable and payable, leases and preference shares.
The totals for each category of financial instruments, measured in accordance with AASB 139, as detailed in the accounting policies to these financial statements, are as follows:
| Categories of financial instruments | Note | 2015 | 2014 |
|---|---|---|---|
| \$ | \$ | ||
| Financial assets | |||
| Cash and cash equivalents | 9 | 14,594 | 8,524 |
| 14,594 | 8,524 | ||
| Financial liabilities | |||
| Payables and borrowings | 15,16 | 2,505,801 | 2,265,454 |
| 2,505,801 | 2,265,454 | ||
a. General objectives, policies and processes
In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Company's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.
The principal financial instruments from which financial instrument risk arises:
| - trade and other receivables |
- cash at bank |
|---|---|
| - | - |
| trade and other payables | borrowings |
The Board has overall responsibility for the determination of the Company's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure effective implementation of the objectives and policies to the Company's finance function. The Company's risk management policies and objectives are therefore designed to minimise the potential impact of these risks on the results of the Company where such impacts may be material.
NOTE 24: FINANCIAL RISK MANAGEMENT (continued)
Specific financial risk exposures and management
The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate risk, foreign currency risk and other price risk (commodity and equity price risk). There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board's objectives, policies and processes for managing or measuring the risks from the previous period.
b. Credit risks
Exposure to credit risk relating to financial assets arises from the potential non-performance by counter parties of the contract obligations that could lead to a financial loss to the Company. There is no material amount of collateral held as security at 30 June 2015.
Cash and cash equivalents
The Company limits its exposure to credit risk by only depositing cash at banks or financial institutions that have an acceptable credit rating.
Trade and other receivables
As the Company operates primarily in investment and exploration activities, it does not have trade receivables and therefore is not exposed to credit risk in relation to trade receivables.
The Company, where necessary, establishes an allowance for impairment that represents its estimate of incurred losses in respect of other receivables and investments. Management does not expect any counterparty to fail to meet its obligations.
Exposure to credit risk
The carrying amount of the Group's financial assets represents the maximum credit exposure. The Company's maximum exposure to credit risk at balance date is as follows:
| Note | 2015 | 2014 | |
|---|---|---|---|
| \$ | \$ | ||
| Other Receivables | - | 11,800 |
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company manages liquidity risk by continuously monitoring forecast and actual flows.
The Company anticipates a need to raise additional capital in the next 12 months to meet forecast operational activities. The decision on how the Company will raise future capital will depend on market conditions existing at that time.
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:
NOTE 24: FINANCIAL RISK MANAGEMENT (continued)
Financial liability and financial asset maturity analysis
| At 30 June 2015 | ||||
|---|---|---|---|---|
| Within 1 Year | 1 to 5 Years | Over 5 years | Total | |
| \$ | \$ | \$ | \$ | |
| Financial liabilities due for payment |
||||
| Payables and borrowings | 2,505,801 | - | - | 2,505,801 |
| Total expected outflows | 2,505,801 | - | - | 2,505,801 |
| Financial assets – cash flows realisable |
||||
| Cash and cash equivalents | 14,593 | - | - | 14,593 |
| Total anticipated inflows | 14,593 | - | - | 14,593 |
| Net (outflow)/ inflow on financial instruments |
(2,491,208) | - | - | (2,491,208) |
| At 30 June 2014 | ||||
| Within 1 Year | 1 to 5 Years | Over 5 years | Total | |
| \$ | \$ | \$ | \$ | |
| Financial liabilities due for payment |
||||
| Payables and borrowings | 2,265,454 | - | - | 2,265,454 |
| Total expected outflows | 2,265,454 | - | - | 2,265,454 |
| Financial assets – cash flows realisable |
||||
| Cash and cash equivalents | 8,524 | - | - | 8,524 |
| Total anticipated inflows | 8,524 | - | - | 8,524 |
| Net (outflow)/ inflow on financial instruments |
(2,256,930) | - | - | (2,256,930) |
Financial arrangements
A financial arrangement was entered into on 4 October 2013 with Fiji Holdings Pty Ltd for a facility of \$100,000 with interest payable on the drawn balance of 10% per annum. The balance payable at 30 June 2015 is \$57,700.
During the year, company entered into short term financial arrangement with Mutual Holding Pty Ltd, a company of which Mr Vladimir Nikolaenko is a director. This facility is unsecured and non interest bearing. Balance payable at 30 June 2015 is \$59,850.
NOTE 24: FINANCIAL RISK MANAGEMENT (continued)
c. Market risk
Market risk is the risk that changes in market prices, such as interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposure within acceptable parameters, while optimising the return.
i) Interest rate risk
The Group is exposed to interest rate risk (primarily on its cash and cash equivalents), which is the risk that a financial instrument's value will fluctuate as a result of changes in the market interest rates on interest-bearing financial instruments. The Group does not use derivatives to mitigate these exposures.
The Company adopts a policy of ensuring that, as far as possible, it maintains excess cash and cash equivalents on short-term deposit at best available market interest rates.
Profile
At the reporting date the interest rate profile of the Company's interest-bearing financial instruments was:
| Consolidated and Company carrying amount |
|||
|---|---|---|---|
| Note | 2015 | 2014 | |
| \$ | \$ | ||
| Variable rate instruments | |||
| Financial assets – cash and cash equivalents |
14,593 | 8,524 |
Fair value sensitivity analysis for variable rate instruments
The Company does not account for any fixed rate financial assets and liabilities at fair value through profit or loss or through equity, therefore a change in interest rates at the reporting date would not affect profit or loss or equity.
d. Fair values
The fair values of other assets and other liabilities approximate their carrying value There are no financial assets and financial liabilities readily traded on organised markets in standardised form.
Aggregate fair values and carrying amounts of financial assets and financial liabilities at balance date:
| Carrying amount | Fair value | ||||
|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | ||
| \$ | \$ | \$ | \$ | ||
| Financial assets: | |||||
| Cash and cash equivalents | 14,593 | 8,524 | 14,593 | 8,524 | |
| Financial asset | - | - | - | - | |
| Total financial assets | 14,593 | 8,524 | 14,593 | 8,524 |
NOTE 24: FINANCIAL RISK MANAGEMENT (continued)
| Carrying amount | Fair value | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |||||||||
| \$ | \$ | \$ | \$ | |||||||||
| Financial liabilities: | ||||||||||||
| Payables and borrowings | 2,505,801 | 2,265,454 | 2,505,801 | 2,265,454 | ||||||||
| Total financial liabilities | 2,505,801 | 2,265,454 | 2,505,801 | 2,265,454 |
Capital management
The Group's objective when managing capital is to safeguard the Group's ability to continue as a going concern, so as to maintain a strong capital base sufficient to maintain future exploration and development of its projects. In order to maintain or adjust the capital structure, the Group may return capital to shareholders, issue new shares or sell assets to reduce debt. The Group's focus has been to raise sufficient funds through equity to fund exploration and evaluation activities.
There were no changes in the Group's approach to capital management during the year. Risk management policies and procedures are established with regular monitoring and reporting. The Group is not subject to externally imposed capital requirements.
END OF NOTES TO FINANCIAL STATEMENTS (AUDITED)
DIRECTORS' DECLARATION
The directors declare that:
- a. The attached financial statements and associated notes are in accordance with the Accounting Standards and the Corporations Regulations.
- b. The attached financial statements and notes give a true and fair view of the financial position as at 30 June 2015 and the performance of the consolidated entity for the year ended on that date; and
- c. The financial statements and notes are in accordance with the Corporations Act 2001.
In the opinion of the directors there are reasonable grounds to believe the Company will be able to pay its debts as and when they become due and payable.
Signed in accordance with a resolution of the Board of Directors:
……………………………….. Peter Elliott Chairman
Perth, 30 September 2015

| 35 Outram St | PO Box 709 | 08 9481 5645 08 9426 4500 я |
Chartered Accountan |
|---|---|---|---|
| West Perth | West Perth | W somescooke.com.au | Business Consultants |
| WA 6005 | WA 6872 | E [email protected] | Financial Advisors |
CORPORATE GOVERNANCE STATEMENT
Introduction
Since the introduction of the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations ("ASX Guidelines" or "the Recommendations"), Black Ridge Mining NL ("Company") has made it a priority to adopt systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised in this report. Commensurate with the spirit of the ASX Guidelines, the Company has followed each Recommendation where the Board has considered the Recommendation to be an appropriate benchmark for corporate governance practices, taking into account factors such as the size of the Company, the Board, resources available and activities of the Company. Where, after due consideration, the Company's corporate governance practices depart from the Recommendations, the Board has offered full disclosure of the nature of, and reason for, the adoption of its own practice.
The Company has adopted systems of control and accountability as the basis for the administration of corporate governance. The Board of the Company is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.
Further information about the Company's corporate governance policies can be found on the Company's website.
Taking into account the size of the Company, the Company endeavours to comply with the Corporate Governance Principles and the corresponding Best Practice Recommendations as published by the ASX Corporate Governance Council ("Corporate Governance Principles and Recommendations") and has adopted the revised Principles and Recommendations. Significant policies and details of any significant deviations from the principles are specified below.
CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
| 1.1 | A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. |
Information about the respective roles and responsibilities of our Board and management (including those matters expressly reserved to the Board and those delegated to management) is found under the Board Charter. |
|---|---|---|
| 1.2 | A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. |
The appointment of directors is undertaken under the purveyance of the Nomination committee. The function of the Nomination Committee is to identify and recommend candidates to fill vacancies and to determine the appropriateness of director nominees for election to the Board as well as undertake appropriate checks before appointing a person to the Board. The Board recognises the benefits arising from diversity and aims to promote an environment conducive to the appointment of well qualified Board candidates so that there is appropriate diversity to maximise the achievement of corporate goals. As required under the ASX Listing Rules and the Corporations Act, election or re election of directors is a resolution put to members at each Annual General Meeting. The notice of meeting contains all material information relevant to a decision on whether or not to elect or re-elect a director. |
| 1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
Letters of appointment for each director and senior executive have been entered into by the Company. |
| 1.4 | The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. |
The company secretary reports directly to the Board through the Chairman and is accessible to all directors. The function performed by the company secretary is noted in the letter of appointment of the company secretary |
CORPORATE GOVERNANCE STATEMENT
| 1.5 | A listed entity should: | The Company has a Diversity policy which can be found on its website under the | |
|---|---|---|---|
| (a) | have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them; |
Corporate Governance section. The Company's Diversity policy does not include requirements for the board to set measurable objectives for achieving gender diversity and given the size and nature of the Company at this stage, the Board considers this course of action reasonable. |
|
| (b) | disclose that policy or a summary of it; and | The Company recognises that a diverse and talented workforce is a competitive | |
| (c) | disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's diversity policy and its progress towards achieving them and either: |
advantage and that the Company's success is the result of the quality and skills of our people. Our policy is to recruit and manage on the basis of qualification for the position and performance, regardless of gender, age, nationality, race, religious beliefs, cultural background, sexuality or physical ability. It is essential that the Company employs the appropriate person for each job and that each person strives for a high level of |
|
| (1) the respective proportions of men and women on the board, in senior executive |
performance. | ||
| positions and across the whole organisation (including how the entity has defined "senior executive" for these purposes); or |
The Company has not set measurable objectives for achieving gender diversity during the reporting period of 2014 – 2015. |
||
| (2) if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act. |
There are no women on the Board. | ||
| 1.6 | A listed entity should: | Process for Evaluating Board Performance is detailed in the Board Charter. | |
| (a) | have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and |
Information on Performance Evaluations is included in the remuneration report section | |
| (b) | disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. |
of the Annual Report. | |
| 1.7 | A listed entity should: | The Company does not have any executives and therefore does not have a process for | |
| (a) | have and disclose a process for periodically evaluating the performance of its senior executives; and |
evaluating the performance of senior executives. Given the size and nature of the Company, the board considers this to be reasonable in the circumstances. However, |
|
| (b) | disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. |
the board will re-evaluate senior executive performance evaluation measures should the Company's circumstances change. |
CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
| 2.1 | The board of a listed entity should: | The Board does not have a Nomination Committee at this point in time. |
|---|---|---|
| (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or |
The Board considers it has an appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. Board succession issues are discussed by the whole Board when required. |
|
| (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. |
||
| 2.2 | A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. |
The Board has identified that the appropriate mix of skills and diversity required of its members on the Board to operate effectively and efficiently is achieved by directors having substantial skills and experience in operational management, exploration and geology, corporate law, finance, listed resource companies, equity markets. |
| 2.3 | A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. |
The Company considers that Peter Elliott and Ed Gilfillan are independent directors. Vladimir Nikolaenko is a substantial shareholder of the Company and therefore non independent. Vladimir Nikolaenko has been a director since February 2011. Peter Elliott has been a director since January 2014. Ed Gilfillan has been a director since May 2013. |
| 2.4 | A majority of the board of a listed entity should be independent directors. | The majority of the board are independent directors. |
| 2.5 | The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. |
The Chairman is an independent director. The Company does not have a CEO. |
CORPORATE GOVERNANCE STATEMENT
| 2.6 | A listed entity should have a program for inducting new directors and provide appropriate | The Company will provide induction material for any new directors and, depending on |
|---|---|---|
| professional development opportunities for directors to develop and maintain the skills | specific requirements, will provide appropriate professional development | |
| and knowledge needed to perform their role as directors effectively. | opportunities for directors. |
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
| 3.1 | A listed entity should: | Code of Conduct sets out the principles and standards which the Board, management |
|---|---|---|
| (a) have a code of conduct for its directors, senior executives and employees; and |
and employees of the Company are encouraged to strive to abide by when dealing with | |
| (b) disclose that code or a summary of it. |
each other, shareholders and the broad community |
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
| 4.1 | The board of a listed entity should: | The Company's Audit committee comprises all directors and is Chaired by Peter Elliott. |
|---|---|---|
| (a) have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a |
The Audit Committee charter is disclosed on the Company's website under the Corporate Governance link |
|
| majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, |
Qualifications and experience of members of the Audit Committee are found under the directors profile in both the Annual report and on the Company's website at Directors |
|
| and disclose: (3) the charter of the committee; |
and Management Details of meetings of the audit committee are to be found in the Annual report of the company. |
|
| (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or |
||
| (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. |
CORPORATE GOVERNANCE STATEMENT
| 4.2 | The board of a listed entity should, before it approves the entity's financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. |
The Company does not have a CEO but the Audit committee receives from it's CFO (Graeme Smith), declarations in relation to full year and half year statutory financial reports during the reporting period in accordance with section 295A of the Corporations Act. |
|---|---|---|
| 4.3 | A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. |
The audit engagement partner attends the AGM and is available to answer shareholder questions from shareholders relevant to the audit. |
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
| 5.1 | A listed entity should: | The Company's continuous Disclosure Policy can be found under the Corporate |
|---|---|---|
| (a) have a written policy for complying with its continuous disclosure obligations under |
Governance section of the Company's website | |
| the Listing Rules; and | ||
| (b) disclose that policy or a summary of it. |
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
| 6.1 | A listed entity should provide information about itself and its governance to investors via its website. |
The Company's website provides information on the Company including its background, objectives, projects and contact details. The Corporate Governance page provides access to key policies, procedures and charters of the Company, such as the Board and Committee charters, securities trading policy, diversity policy and the latest Corporate Governance Statement. ASX announcements, Company reports and presentations are uploaded to the website following release to the ASX and editorial content is updated on a regular basis. |
|---|---|---|
| 6.2 | A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. |
A Shareholder Communication Policy can be found on the Company's website |
CORPORATE GOVERNANCE STATEMENT
| 6.3 | A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. |
The Company encourages shareholders to attend all general meetings of the Company and sets the time and place of each meeting to promote maximum attendance by Shareholders. The Company encourages Shareholders to submit questions in advance of a general meeting, and for the responses to these questions to addressed through disclosure relating to that meeting. The Company's Shareholder Communication Policy is disclosed on the Company's website. |
|---|---|---|
| 6.4 | A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. |
It is the Company's desire that shareholders receive communications electronically in the interests of the environment and constraining costs. In an endeavour to drive this objective the Company has a policy of providing hard materials at least cost (which will generally involve a black & white presentation even where the electronic version is full colour). |
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
| 7.1 | (a) | The board of a listed entity should: have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or |
The Board has not established a Risk committee however it does have a Risk Policy which can be found on the company's website. Risk management is specifically discussed at the Company's board meetings during the year. |
||
|---|---|---|---|---|---|
| (b) | if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity's risk management framework. |
CORPORATE GOVERNANCE STATEMENT
| 7.2 | The board or a committee of the board should: (a) review the entity's risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place. |
The Company reviews its risk management framework annually and this information is disclosed in the Annual Report. |
|
|---|---|---|---|
| 7.3 | A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. |
The Company currently does not have any staff with bookkeeping and accounting skills so these tasks are undertaken by external consultants. The external consultant discusses with its external auditor each end of year and half year whether there are any issues with internal control and improvements which could be undertaken to improve them. |
|
| 7.4 | A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. |
The Company is subject to, and responsible for, existing environmental liabilities associated with its tenements. The Company will continually monitor its ongoing environmental obligations and risks, and implement rehabilitation and corrective actions as appropriate to remain compliant. These risks may be impacted by change in Government policy. The Company does not believe it has any significant exposure to economic and social sustainability risks. |
CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
| 8.1 | The board of a listed entity should: | The Company does not have a Remuneration committee as the Company does not have |
|---|---|---|
| (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. |
any staff. The whole board considers the level and composition of remuneration for directors with reference to remuneration levels set by its peers in the mining industry. |
|
| 8.2 | A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. |
Non-executive directors are paid amounts equivalent to the remuneration received by other non-executive directors working in similarly sized exploration companies. The Company does not have any staff and no need for a policy on remuneration of executives. |
| 8.3 | A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. |
The Company does not have an equity based remuneration scheme. |
ASX ADDITIONAL INFORMATION
The following additional information is required by the Australian Securities Exchange Limited and was the status on 30 September 2015.
Shareholding
(a) Distribution of ordinary shareholders:
| Number of Ordinary Shareholders |
Number of Shares |
|---|---|
| 36 | 13,408 |
| 122 | 402,717 |
| 1,529,709 | |
| 431 | 20,443,426 |
| 461 | 1,433,814,221 |
| 1,219 | 1,456,203,481 |
| 169 |
(b) The number of shareholders holding less than marketable parcels is 979.
(c) 20 largest shareholders at 30 September 2015 - fully paid ordinary share capital.
| Rank | Name | Units held at end of period |
% of Issued Capital |
|---|---|---|---|
| 1 | PLATO MINING PTY LTD | 368,125,000 | 25.28 |
| 2 | NYSA PTY LTD | 97,500,000 | 6.7 |
| 3 | NATWEST SECURITIES LIMITED | 77,500,000 | 5.32 |
| 4 | PACRIM MINING LTD | 66,373,764 | 4.56 |
| 5 | KALIARA NOMINEES PTY LTD | 63,454,638 | 4.36 |
| 6 | MR CHRIS CARR + MRS BETSY CARR | 50,000,000 | 3.43 |
| 7 | MR ANTONIO ALBERGA | 46,562,924 | 3.2 |
| 8 | ALL INVESTMENTS PTY LTD | 40,000,000 | 2.75 |
| 9 | ADMARK INVESTMENTS PTY LTD | 40,000,000 | 2.75 |
| 10 | MR ALDO CARTA | 25,500,000 | 1.75 |
| 11 | ELYSIAN FIELDS INVESTMENTS PTY LTD | 25,130,048 | 1.73 |
| 12 | TRAYBURN PTY LTD | 25,000,000 | 1.72 |
| 13 | ADMARK INVESTMENTS PTY LTD | 24,000,000 | 1.65 |
| 14 | KALIARA NOMINEES PTY LTD | 20,067,011 | 1.38 |
| 15 | MRS FOOK LIN CHAN | 20,000,000 | 1.37 |
| 16 | WEMBLEY CORPORATE SERVICES | 18,437,500 | 1.27 |
| 17 | PETER ROY ELLIOTT | 15,937,500 | 1.09 |
| 18 | MR TOM KOULOUKAKIS + MRS ANGELA KOULOUKAKIS | 13,000,000 | 0.89 |
| 19 | MARGADH STOC PTY LTD | 7,933,667 | 0.54 |
| 20 | MISS MARY HARDING | 6,041,830 | 0.41 |
| Top 20 holders of ORDINARY FULLY PAID SHARES as at 30 September 2015 | 1,050,563,882 | 72.15 |
ASX ADDITIONAL INFORMATION
(d) As at 30 September 2015 the Company has the following Substantial Shareholder:
| Shareholder | Ordinary shares | % Held |
|---|---|---|
| PLATO MINING PTY LTD | 368,125,000 | 25.28 |
| NYSA PTY LTD | 97,500,000 | 6.7 |
(e) Restricted securities
There are no restricted securities on issue by the company.
(e) Unlisted securities
At 30 September 2015, the Company has a total 601,641,823 unlisted options as follows
| Number of Options | Number of Holders | Exercise Price | Expiry Date |
|---|---|---|---|
| 601,641,823 | 61 | \$0.003 | 30 November 2016 |
(f) Voting rights
No restrictions. On a show of hands every member or proxy present shall be entitled to one vote unless a poll is called in which case every share shall have one vote.
(g) On market buy back
There has been no on market-buy back of the Company's shares during the financial year.
(h) Securities Exchange Listing
Quotation has been granted for all the ordinary shares of the Company on all Member Exchanges of the Australian Securities Exchange Limited.
(i) Schedule of tenements:
Project
| Ultimate Interest |
Tenement details | Interest % |
|---|---|---|
| Western Australia Unaly Hill |
E57/420 | 100% |