Source - RNS
RNS Number : 3027L
European Metals Holdings Limited
30 September 2016
 

 

For immediate release

30 September 2016

 

EUROPEAN METALS HOLDINGS LIMITED

 

Annual Results

 

The Directors of European Metals Holdings Limited ("European Metals" or "the Company") (ASX and AIM: EMH) are pleased to announce the Company's annual results for the year ended 30 June 2016.

The annual report has been released on the Australian Stock Exchange ("ASX) as required under the listing rules of the ASX.

Whilst the financial information included in this announcement has been prepared in accordance with the accounting policies and basis of preparation set out below, this announcement does not constitute the Company's statutory financial statements. 

A copy of the annual report is available on the Company's website www.europeanmet.com.

A copy of the Corporate Governance Statement is available on the Company's website www.europeanmet.com.

 

Enquiries:

European Metals Holdings Limited

Keith Coughlan, Chief Executive Officer

 

 

 

Julia Beckett, Company Secretary

 

Tel: +61 (0) 419 996 333

Email: [email protected]

 

Tel: +61 (0) 6141 3504

Email: [email protected]

 

Beaumont Cornish (Nomad & Broker)

Michael Cornish

Roland Cornish

Tel: +44 (0) 20 7628 3396

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

 

 

EUROPEAN METALS HOLDINGS LIMITED

ARBN 154 618 989

 

ANNUAL Report

30 JUNE 2016

 

 

CORPORATE DIRECTORY

 

Directors

Mr David Reeves

Mr Keith Coughlan

Dr Pavel Reichl

Mr Kiran Morzaria

 

Company Secretary

Ms Julia Beckett

 

 

 

Non-Executive Director Chairman

Managing Director and Chief Executive Officer

Non-Executive Director

Non-Executive Director

 

 

Registered Office in Australia

Suite 12, Level 1

11 Ventnor Avenue

West Perth WA 6005

Telephone   +61 8 6141 3500

Facsimile    +61 8 6141 3599

Email            www.europeanmet.com

 

Nominated Advisor & Broker

Michael Cornish and Roland Cornish

Beaumont Cornish

2nd Floor, Bowman House

29 Wilson Street

LONDON  EC2M 2SJ

UNITED KINGDOM

 

Registered Office in Czech Republic

Jaselska 193/10, Veveri
602 00 Brno
Czech Republic
Tel: +420 732 671 666

 

Registered Address and Place of Incorporation - BVI

Rawlinson & Hunter

Woodbourne Hall

PO Box 3162

Road Town

Tortola  VG1 110

British Virgin Islands

 

Share Register - Australia

Computershare Investor Services Limited

Level 11

172 St Georges Terrace

Perth WA 6000

Telephone   1300 850 505 (within Australia)

Telephone   +61 3 9415 4000 (outside Australia)

Facsimile    1800 783 447 (within Australia) 

Facsimile     +61 3 9473 2555 (outside Australia)  

 

UK Depository

Computershare Investor Services plc

The Pavilions

Bridgewater Road

BRISTOL  BS99 6ZZ

UNITED KINGDOM 

Auditor

Stantons International Audit and Consulting Pty Ltd

Level 2, 1 Walker Avenue

West Perth WA 6005

Telephone   +61 8 9481 3188

Facsimile    +61 8 9321 1204  

 

Reporting Accountants (UK)

Chapman Davis LLP

2 Chapel Court

LONDON  SE1 1HH

UNITED KINGDOM

Securities Exchange Listing - Australia

ASX Limited

Level 40, Central Park

152-158 St Georges Terrace

PERTH  WA  6000

ASX Code: EMH

Securities Exchange Listing - United Kingdom

London Stock Exchange plc

10 Paternoster Square

LONDON  EC4M 7LS

UNITED KINGDOM

AIM Code: EMH

 

 

CONTENTS

 

Directors' Report

3

Auditor's Independence Declaration

15

 

Consolidated Statement of Profit or Loss and Other Comprehensive Income

16

Consolidated Statement of Financial Position

17

Consolidated Statement of Changes in Equity

18

Consolidated Statement of Cash Flows

19

Notes to the Financial Statements

20

Directors' Declaration

45

 

Independent Audit Report to the members of European Metals Holdings Limited

46

Corporate Governance Statement

48

Additional Information

57

Tenement Schedule

58

 

 

 

 

 

 

DIRECTORS' REPORT

 

Your Directors' present their report, together with the financial statements of the Group, being the Company and its controlled entities, for the year ended 30 June 2016.

 

Directors

 

The following persons were Directors of the Company and were in office for the entire year, and up to the date of this report, unless otherwise stated:

 

Mr David Reeves

Non-Executive Chairman

Appointed 6 March 2014

Mr Keith Coughlan

Managing Director

Appointed 6 September 2013

Dr Pavel Reichl

Non-Executive Director

Appointed 6 March 2014

Mr Kiran Morzaria

Non-Executive Director

Appointed 10 December 2015

 

Company Secretary

 

The following person held the position of Company Secretary at the end of the financial year:

 

Ms Julia Beckett holds a Certificate in Governance Practice and Administration and is a Certificated Member of Chartered Secretaries Australia.  Julia is a Corporate Governance professional, having worked in corporate administration and compliance for the past 8 years.  She has been involved in business acquisitions, mergers, initial public offerings, capital raisings as well as statutory and financial reporting.  Julia is also Joint Company Secretary of Ensurance Limited. 

 

Principal Activities

 

The Company is primarily involved in the development of a lithium and tin project in the Czech Republic.

 

Review of Operations

 

The 2016 Financial Year has been one of significant growth and development for the Company.

 

Corporate

·      The Company's securities were admitted to trading on the London Stock Exchange AIM Market ("AIM") on 10 December 2015.

·      Mr Kiran Morzaria joined the Board of the Company as a Non-Executive Director.  Mr Morzaria is the CEO of AIM listed Rare Earth Minerals and a Non-Executive Director of AIM and TSX listed Bacanora Minerals.

·      Mr Pavel Reichl stepped away from an Executive Director role with the Company on 31 August 2015 and remains as a Non-Executive Director.

 

Project Development

·      A bulk sample of 1.5 tonnes was collected and processed in Germany resulting in approximately 420kg of high grade lithium concentrate being produced and shipped to Australia. The concentrate has been used for testing various available technologies for the production of lithium carbonate. The bulk of the concentrate will be used for a bench scale continuous feed mini plant test.

·      The Company embarked on a 5,000 m drill program in September 2015 which ran through into the New Year. The drill program was planned to target the area outlined in the Company's positive Scoping Study concluded earlier in the year. The aims of the drill program were to convert a significant portion of the lithium and tin inferred resource used in the Scoping Study to the indicated category, and to provide additional material for further test work.

·      The Company is very pleased with the results of the drill program as they reinforce the extent and consistency of the lithium and tin mineralisation at Cinovec. The results of the drilling included intercepts of up to 194m width with higher grade intervals.

·      The Company completed a detailed geological model which has identified shallow, higher grade lithium zones. This geological model will be used, along with recent drill results to update the current mineral resource model and allow the company to investigate targeting these areas in the early years of development.  This is likely to allow for the conversion of a greater part of the Cinovec resource from Inferred to Indicated category under JORC guidelines, and for initial mine planning and scheduling as the Company progresses the project along the development curve.

·      On 31 March 2016, the Company withdrew from the non-binding memorandum of understanding ("MOU") with Lithium Australia in relation to the Cinovec project due to failure to reach satisfactory commercial terms for the joint venture anticipated to be the outcome of the MOU.

·      A Scoping Study conducted by specialist independent consultants indicates the deposit could be amenable to bulk underground mining. Metallurgical testwork has produced both battery grade lithium carbonate and high grade tin concentrate at excellent recoveries with the Scoping Study revealing a potential production cost of approximately $1,500 per tonne of lithium carbonate excluding tin and tungsten credits. Cinovec is centrally located for European end-users and is well serviced by infrastructure, with a sealed road adjacent to the deposit, rail lines located 5 km north and 8 km south of the deposit and an active 22 kV transmission line running to the historic mine. As the deposit lies in an active mining region, it has strong community support.

·      On 2 May 2016, the Company entered into a licensing agreement with Lepidico Limited for its proprietary L-Max technology. Lepidico has granted the Company an option to acquire a licence to use the L-Max technology for the Cinovec project in Czech Republic for consideration of $20,000 in cash. The option will be valid for 12 months, and can be renewed for a further 12 months by payment of an additional option fee of $25,000.

 

The material terms of the option agreement with Lepidico are:

·        Payment of a license option fee of $20,000;

·        The term of the option is 12 months, which may be extended for a further 12 months by the payment of an additional option fee of $25,000;

·        Upon exercise of option, the Company must make an additional payment of $30,000 plus the issuance of 890,215 CDI's in EMH; and

·        Under the licensing agreement, the Company is required to pay Lepidico a gross product royalty of 2% of all sales relating to lithium chemicals (and other by products) produced using the L-Max® technology. 

 

·      In early June 2016 the Company commenced a new drill programme targeting the higher grade, shallower lithium zones in the north and west of the Cinovec deposit. This is a 7,500 metre programme that is aimed at converting a significant portion of the currently inferred resource for lithium and tin into the indicated category. The programme will also provide significant material for further metallurgical test work.

 

Results of Operations

 

The consolidated loss for year ended 30 June 2016 amounted to $1,591,637 (2015 loss: $666,872).

 

Financial Position

 

The net assets of the Group have increased by $3,813,667 to $7,958,489 at 30 June 2016.

 

Significant Changes in the State of Affairs

 

The following significant changes in the state of affairs of the parent entity occurred during the financial year:

 

·      On 13 August 2015, the Company issued 9,410,578 CDI at an issue price of $0.08 per CDI to raise $752,846. The tranche 2 placement was approved by the shareholders at the General Meeting held on 31 July 2015.

·      On 17 August 2015, the Company issued 496,725 CDI in lieu of payment of outstanding 2015 director and consultancy fees amounting to $30,000 and 3,750,000 options exercisable at 16.6 cents on or before 17 August 2020 which approved by the shareholders at the General Meeting held on 31 July 2015.

·      The Company issued 2,000,000 options exercisable at 20 cents on or before 19 October 2016.

·      On 19 October 2015, the Company issued 2,00,000 CDI at an issue price of $0.18 per CDI to raise $360,000 and

·      On 18 March 2016, the Company issued 13 million CDI at an issue price of $0.135 per CDI to raise $1,755,000 and 1 million warrants in consideration for Beaumont Cornish acting as Nominated advisor. The placement has been made to sophisticated investors and will be used to further develop Company's 100% owned Cinovec Lithium and Tin Project in the Czech Republic.

·      From 20 April 2016 to 30 June 2016, 21,365,364 listed options which expired on 30 June 2016 were exercised and the Company received a total of $2,136,536. These funds will be utilized to assist with the completion of the pre-feasibility study on the Cinovec lithium/tin deposit. 

 

Dividends Paid or Recommended

 

No dividends were declared or paid during the year and the Directors do not recommend the payment of a dividend.

 

Information on Directors

 

 

 

 

 

David Reeves

 

Non-Executive Chairman - Appointed 6 March 2014

Qualifications

 

Mining Engineer

Experience

 

Mr Reeves is a qualified mining engineer with 25 years' experience in Africa and Australia.  Mr Reeves holds a First Class Honours Degree in Mining Engineering from the University of New South Wales, a Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia and a First Class Mine Managers Certificate of Competency. 

Interest in CDIs and Options

 

3,720,244 CDIs

1,000,000 Options, 16.6 cents, exp 17 August 2020

Special Responsibilities

 

Member of all the Committees

Directorships held in other listed entities

 

Managing Director of Keras Resources Plc (AIM)

 

 

 

Keith Coughlan

 

Managing Director (CEO) - Appointed 6 September 2013

Qualifications

 

BA

Experience

 

Mr Coughlan has over 26 years' experience in stockbroking and funds management.  He has been largely involved in the funding and promoting of resource companies listed on ASX, AIM and TSX.  He has advised various companies on the identification and acquisition of resource projects and was previously employed by one of Australia's then largest funds management organizations.

Interest in CDIs and Options

 

8,500,000 CDIs

2,000,000 Options, 16.6 cents, exp 17 August 2020

Special Responsibilities

 

Member of all the Committees

Directorships held in other listed entities

 

Non-Executive Chairman of Talga Resources Limited

 

 

 

Pavel Reichl

 

Non-Executive Director - Appointed 6 March 2014

Qualifications

 

PhD from University of Montana

Experience

 

Dr Reichl has over 15 years' experience in precious, base and PGE metals exploration and production and has a PhD from University of Montana.  He was formerly Business Unit Manager of a Canadian listed minerals exploration company responsible for Europe and Central Asia.  Dr Reichl was the former head of the Newmont acquisition program in Eastern Europe and exploration manager for Kyrgyzstan and Uzbekistan.  He is fluent in English, Czech and Russian.

Interest in CDIs and Options

 

2,778,672 CDIs

750,000 Options, 16.6 cents, exp 17 August 2020

Special Responsibilities

 

Member of all the Committees

Directorships held in other listed entities

 

Nil

 

Kiran Morzaria

 

Non-Executive Director - Appointed 10 December 2015

Qualifications

 

Bachelor of Engineering (Industrial Geology) from the Camborne School of Mines and an MBA (Finance) from CASS Business School

Experience

 

Mr Morzaria has extensive experience in the mineral resource industry working in both operational and management roles.  He spent the first four years of his career in exploration, mining and civil engineering before obtaining his MBA.  Mr Morzaria has served as a director of a number of public companies in both an executive and non-executive capacity. 

Interest in CDIs and Options

 

Mr Morzaria is a director and chief executive of Rare Earth Minerals plc which owns 19,860,756 CDIs.  Mr Morzaria has no direct interest in CDIs.

Special Responsibilities

 

Nil

Directorships held in other listed entities

 

Chief Executive Officer and Director of Rare Earth Minerals plc

Non-Executive Director of Bacanora Minerals Limited

 

Director Meetings

The number of Directors' meetings and meetings of Committees of Directors held during the year and the number of meetings attended by each of the Directors of the Company during the year is:

 

 

Directors' Meetings

Name

Number attended

Number eligible to attend

David Reeves

4

4

Keith Coughlan

4

4

Pavel Reichl

4

4

Kiran Morzaria

4

3

 

Indemnifying officers or auditor

During or since the end of the financial year the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows:

i.    The Company has entered into agreements to indemnify all Directors and provide access to documents, against any liability arising from a claim brought by a third party against the Company. The agreement provides for the Company to pay all damages and costs which may be awarded against the Directors.

ii.   The Company has paid premiums to insure each of the Directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of Director of the Company, other than conduct involving a willful breach of duty in relation to the Company. Under the terms and conditions of the insurance contract, the nature of the liabilities insured against and the premium paid cannot be disclosed.

iii. No indemnity has been paid to auditors.

 

CDIs under option

Unissued CDIs of European Metals Holdings Limited under option at the date of this report is as follows:

 

          Expiry date    

Exercise Price

Number under option

17 August 2020

16.6 cents

3,750,000

19 October 2016

20 cents

2,000,000

 

No person entitled to exercise the option has or has any right by virtue of the option to participate in any share issue of any other body corporate. As of the date of this report, 21,365,364 listed options which expired on 30 June 2016 were exercised and the Company received a total of $2,136,536 (2015: nil).

 

Warrants in issue

Warrants issued on 18 March 2016 of European Metals Holdings Limited at the date of this report are as follows:

 

          Expiry date    

Exercise Price

Number under option

11 November 2018

14 cents

1,000,000

 

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

 

Performance Shares

As at the date of this report, 5,000,000 Class B Performance Shares expired on 20 February 2016.

 

Environmental Regulations

The Group's operations are subject to the environmental risks inherent in the mining industry.

 

Proceedings on Behalf of the Company

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

 

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

 

Non-audit Services

Stantons International has not provided any non-audit services during the year.

 

Significant events after the reporting date

On 21 July 2016, the Group appointed Ausenco Limited as the Lead Engineer to the Pre-Feasibility Study of the Cinovec Lithium/Tin Project in Czech Republic.

 

Except for the matters noted above there have been no other significant events arising after the reporting date.

 

Auditor's Independence Declaration

The auditor's independence declaration for the year ended 30 June 2016 has been received and can be found on page 15 of the financial report.

 

 

REMUNERATION REPORT (AUDITED)

 

This report details the nature and amount of remuneration for each Director of the Company, and Key Management Personnel. The directors are pleased to present the remuneration report which sets out the remuneration information for European Metals Holdings Limited's non-executive directors, executive directors and other key management personnel.

 

A. Principles used to determine the nature and amount of remuneration 

 

The remuneration policy of the Group has been designed to align Director and management objectives with shareholder and business objectives by providing a fixed remuneration component, and offering specific long-term incentives based on key performance areas affecting the Group financial results. The Board of the Company believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best management and Directors to run and manage the Group, as well as create goal congruence between Directors, Executives and shareholders.

 

The Board's policy for determining the nature and amount of remuneration for Board members and Senior Executives of the Group is as follows:

 

The remuneration policy, setting the terms and conditions for the Executive Directors and other Senior Executives, was developed by the Board. All Executives receive a base salary (which is based on factors such as length of service and experience), superannuation, options and performance incentives. The Board reviews Executive packages annually by reference to the Group's performance, executive performance, and comparable information from industry sectors and other listed companies in similar industries.

 

Executives are also entitled to participate in the employee share and option arrangements.

 

All remuneration paid to Directors and Executives is valued at the cost to the Group and expensed. 

The Board policy is to remunerate Non-executive Directors at commercial market rates for comparable companies for time, commitment, and responsibilities. The Board determines payments to the Non-executive Directors and reviews their remuneration annually based on market practice, duties, and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Non-executive Directors is subject to approval by shareholders at the Annual General Meeting. Fees for Non- Executive Directors are not linked to the performance of the Group. However, to align Directors' interests with shareholder interests, the Directors are encouraged to hold CDIs in the Company.

 

The remuneration policy has been tailored to increase the direct positive relationship between shareholders' investment objectives and Directors' and Executives' performance. Currently, this is facilitated through the issue of options to the majority of Directors and Executives to encourage the alignment of personal and shareholder interests. The Company believes this policy will be effective in increasing shareholder wealth. For details of Directors' and Executives' interests in CDIs, options and performance shares at year end, refer to the remuneration report.

 

B. Details of Remuneration

 

Details of the nature and amount of each element of the emoluments of each of the KMP of the Company (the Directors) for the year ended 30 June 2016 and 30 June 2015 are set out in the following tables:

 

2016

 

 

 

 

 

 

Group Key Management Personnel

Short-term benefits

Post-

employment

benefits

Long-term benefits

Equity-settled share-based payments

Total

% of remuneration as share based payments

 

Salary, fees and leave

Profit share and bonuses

Non-monetary

Other1

Super-
annuation

Other

Equity

Options2

 

 

Directors:

$

$

$

$

$

$

$

$

$

 

David Reeves

36,000

-

-

60,000

-

-

-

103,146

199,146

52%

Keith Coughlan

200,000

-

-

-

19,000

-

-

206,292

425,292

49%

Pavel Reichl

43,508

-

-

50,157

-

-

-

77,360

171,025

45%

Kiran Morzania3

13,355

-

-

-

-

-

-

-

13,355

-

 

292,863

-

-

110,157

19,000

-

-

386,798

808,818

-

 

2015

 

 

 

 

 

 

Group Key Management Personnel

Short-term benefits

Post-

employment

benefits

Long-term benefits

Equity-settled share-based payments

Total

% of remuneration as share based payments

 

Salary, fees and leave

Profit share and bonuses

Non-monetary

Other4

Super-
annuation

Other

Equity

Options

 

 

Directors:

$

$

$

$

$

$

$

$

$

 

David Reeves

24,000

-

-

40,000

-

-

-

-

64,000

-

Keith Coughlan

200,000

-

-

-

19,000

-

-

-

219,000

-

Pavel Reichl

83,000

-

-

-

-

-

-

-

83,000

-

Robert Timmins*

-

-

-

-

-

-

-

-

-

-

Colin Ikin*

-

-

-

-

-

-

-

-

-

-

David Porter*

-

-

-

-

-

-

-

-

-

-

 

307,000

-

-

40,000

19,000

-

-

-

366,000

 

* Directors resigned on 5 November 2014

 

1 Consulting services of Company Non-Executive Director (David Reeves) and the Company which he controls, Wilgus Investments Pty Ltd. The amounts billed related to this consulting service amounted to $60,000 (2015: $40,000) based on normal market rates and the amount outstanding at reporting date was $nil (2015: $30,000).

   Consulting services of Company Non-Executive Director (Pavel Rechl) and the Company which he controls, Orex consultant S.R.O. The amounts billed related to this consulting service amounted to $50,157 (2015: $nil) based on normal market rates and the amount outstanding at reporting date was $21,528 (2015: $nil).

2 The value of the performance rights granted to key management personnel as part of their remuneration is calculated as at the grant date using the Black and Scholes. The amounts disclosed as part of remuneration for the financial year were issued and vested within the year.

3 Balance at the end of year represents Non-Executive Director remuneration from 10 December 2015.

4 Consulting services of Company Non-Executive Director (David Reeves) and the Company which he controls. The amounts billed related to this consulting service amounted to $40,000 (2014: $Nil) based on normal market rates and the amount outstanding at reporting date was $30,000 (2014: $Nil) the amount outstanding was equity settled subsequent to balance date.

 

 

C. Service Agreements

 

It was formally agreed at a meeting of the directors that the following remuneration be established; there are no formal notice periods, leave accruals or termination benefits payable on termination:

Mr Keith Coughlan to receive a salary of $200,000 per annum plus SGC of 9.5%.

Mr. Kiran Morazania to receive a standard non-executive director fee of $24,000 per annum which exclude statutory superannuation effectively from 10 December 2015.

 

D. Options issued as part of remuneration for the year ended 30 June 2016.

 

On 31 July 2015, 3,750,000 options with an exercise price 16.6 cents on or before the 17 August 2020 were granted to Directors. The issue was approved by shareholders at a General Meeting held on the 31 July 2015. The options were valued under Black and Scholes and were recognised as a share based payment in the profit and loss. 

 

30 June 2016

Grant Details

Exercised

Lapsed

 

 

Grant Date

No.

Value5 

No.

Value

No.

Value

Balance at End of Year

 

 

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

No.

Value

Group KMP

 

 

 

 

 

 

 

 

$

David Reeves

31 July 2015

1,000,000

103,146

-

-

-

-

1,000,000

103,146

Keith Coughlan

31 July 2015

2,000,000

206,292

-

-

-

-

2,000,000

206,292

Pavel Reichl

31 July 2015

750,000

77,360

-

-

-

-

750,000

77,360

Kiran Morzania

-

-

-

-

-

-

-

-

-

 

 

3,750,000

386,798

-

-

-

-

3,750,000

386,798

 

5 The fair value of options granted as remuneration and as shown in the above table has been determined in accordance with Australian Accounting Standards. The expense for these options have been recognised in full in the current year given there is no applicable service period. The options vested on grant date and are all exercisable at 30 June 2016.

No options were granted to directors as remuneration during the year ended 30 June 2015.

 

E. Equity instruments issued on exercise of remuneration options

 

There were no equity instruments issued during the year to Directors or other KMP as a result of options exercised that had previously been granted as compensation.

 

F. Loans to Directors and Executives

 

No loans have been made to Directors or Executives of the Company during, or since, the year ended 30 June 2016 (2015: nil).

 

G. Company performance, shareholder wealth and Directors' and Executives' remuneration

 

The remuneration policy has been tailored to increase the direct positive relationship between shareholders' investment objectives and Directors' and Executives' performance. This will be facilitated through the issue of options to the majority of Directors and Executives to encourage the alignment of personal and shareholder interests. The Company believes this policy will be effective in increasing shareholder wealth. At commencement of mine production, performance based bonuses based on key performance indicators are expected to be introduced.

 

 

 

H. Other information

Options held by Key Management Personnel

The number of options to acquire CDIs in the Company held during the 2016 and 2015 reporting period by each of the Key Management Personnel of the Group; including their related parties are set out below.

 

30 June 2016

Balance at the start of the year

Granted during the year

Exercised during the year

Other changes during the year

Balance at the end of the year

Vested and exercisable

Unvested

David Reeves

658,372

1,000,000

658,372

-

1,000,000

1,000,000

-

Keith Coughlan

4,000,000

2,000,000

4,000,000

-

2,000,000

2,000,000

-

Pavel Reichl

-

750,000

-

-

750,000

750,000

-

Kiran Morzaria

-

-

-

-

-

-

-

Total

4,658,372

3,750,000

4,658,372

-

3,750,000

3,750,000

-

 

30 June 2015

Balance at the start of the year

Granted during the year

Exercised during the year

Other changes6 during the year

Balance at the7  end of the year

Vested and exercisable

Unvested

David Reeves

-

-

-

658,372

658,372

658,372

-

Keith Coughlan

-

-

-

4,000,000

4,000,000

4,000,000

-

Pavel Reichl

-

-

-

-

-

-

-

Robert Timmins

500,000

-

-

-

500,000

500,000

-

Colin Ikin

-

-

-

-

-

-

-

David Porter

500,000

-

-

-

500,000

500,000

-

Total

1,000,000

-

-

4,658,372

5,658,372

5,658,372

-

6Participation in CDI placement, the offer comprised of four new CDIs for every seven held at an issue price of $0.05 cents per CDI. For every CDI taken up holders were provided one free attaching option with an exercise price of $0.10 expiring 30 June 2016.

7Balance at resignation date of 5 November 2014, for those directors (Mr Ikin, Mr Porter and Mr Timmins) who retired during the year.

 

Chess Depositary Interests ('CDIs') held by Key Management Personnel

The number of ordinary CDIs in the Company during the 2016 and 2015 reporting period held by each of the Key Management Personnel of the Group; including their related parties are set out below.

 

2016

Name

Balance at Start of year

Granted as remuneration during the year

Issued on exercise of options

Other Changes during the year

Balance at end of year

David Reeves

 

 

 

 

 

      Indirect

2,565,147

-

658,372

496,7258

3,720,244

Keith Coughlan

 

 

 

 

 

      Indirect

4,500,000

-

4,000,000

-

8,500,000

Pavel Reichl

2,778,672

-

-

-

2,778,672

Kiran Morzaria9

-

-

-

-

-

Indirect

-

-

-

19,860,756

19,860,756

Total

9,843,819

-

4,658,372

20,357,481

34,859,672

 

2015

Name

Balance at Start of year

Granted as remuneration during the year

Issued on exercise of options

Other Changes during the year10

Balance at end of year11

David Reeves

 

 

 

 

 

      Indirect

1,364,124

-

-

1,201,023

2,565,147

Keith Coughlan

 

 

 

 

 

      Indirect

500,000

-

-

4,000,000

4,500,000

Pavel Reichl

1,984,766

-

-

793,906

2,778,672

Robert Timmins 

-

-

-

-

-

Colin Ikin

225,000

-

-

-

225,000

Indirect

3,868,580

-

-

-

3,868,580

David Porter

 

 

 

 

 

Indirect

110,000

-

-

-

110,000

Total

8,052,470

-

-

5,994,929

14,047,399

 

8During the year, 496,725 CDI's at $0.06 per share were issued to Mr.Reeves related party in lieu of payment of outstanding 2015  Director & consultancy fees amounting to $30,000 approved by Shareholders at the General Meeting held on 31 July 2015.

9Mr Morzaria is a director and chief executive of Rare Earth Minerals plc. As at the date of Mr Morzaria becoming a director of the Company, Rare Earth Minerals plc had 10,334,830 CDIs. On 18 March 2016, Rare Earth Minerals plc acquired a further 9,525,926 CDIs as part of a CDI placement.

10Participation in CDI placement, the offer comprised of four new CDIs for every seven held at an issue price of $0.05 cents per CDI. For every CDI taken up holders were provided one free attaching option with an exercise price of $0.10 expiring 30 June 2016. Other changes included the conversion of Class A Performance Shares for Mr Reeves and Mr Reichl into CDIs according to the terms of Class A Performance Shares.

11Balance at resignation date of 5 November 2014, for those directors (Mr Ikin, Mr Porter and Mr Timmins) who retired during the year.

 

Performance Shares granted to Key Management Personnel

30 June 2015/2016

Grant Details

Exercised

Lapsed

 

 

Grant Date

No.

Value   

No.

Value

No.

Value

Balance at End of Year

 

 

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

No.

Value

Group KMP

 

 

 

 

 

 

 

 

$

David Reeves

20 Feb 2014

542,651

-

-

-

(542,651)

-

-

-

Keith Coughlan

-

-

-

-

-

-

-

-

-

Pavel Reichl

20 Feb 2014

793,906

-

-

-

(793,906)

-

-

-

Kiran Morzaria

-

-

-

-

-

-

-

-

-

 

 

 

-

-

-

(1,336,557)

-

-

-

Description of Performance Shares

 

 

Class B Performance Shares

(i) $7,500,000 less the value of the CDIs issued on conversion of the A Class Performance Shares calculated at a deemed issue price of $0.30 per CDI; divided by,

(iithe greater of $0.30 and the volume weighted average price of CDIs as calculated over the 5 ASX trading days prior to the date the DFS (as defined below) is provided to the Company, and

subject to the definitive feasibility study commissioned by the board of the Company in respect of the Permits (DFS) and prepared by a reputable independent third party engaged by the board of the Company being provided to the Company on or before that date which is 2 years after the date of issue of the B Class Performance Shares (Milestone). For clarity, the DFS must be:

(i)    of a standard suitable to be submitted to a financial institution as the basis for lending of funds for the development and operation of mining activities contemplated in the study;

(ii)  capable of supporting a decision to mine on the  permits; and

(iiicompleted to an accuracy of +/- 15% with respect to operating and capital costs and display a net present value of not less than US$100,000,000 using a discount rate of 10% and a tin price of no less than 90% of the average closing cash price of tin as published by the London Stock Exchange for the 6 months immediately preceding completing of the study.

 

At the date of this report, these Performance Shares have been lapsed.

 

Loans to Key Management Personnel

There were no loans to Key Management Personnel during the financial year.

 

Other transactions with Key Management Personnel

Purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. The Group acquired the following services from entities that are controlled by members of the Group's KMP:

Some Directors or former Directors of the Group hold or have held positions in other companies, where it is considered they control or significantly influence the financial or operating policies of those entities. During the year, the following entities provided corporate services and rental to the Group. Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

Entity

Nature of transactions

Key Management Personnel

Total Transactions

Payable Balance

2016

$

2015

$

2016

$

2015

$

-

Sub-underwriting fee

Keith Coughlan

-

7,144

-

-

-

Sub-underwriting fee

David Reeves

-

799

-

-

-

Reimbursement

David Reeves

5,615

-

-

-

Wilgus Investments Pty Ltd

Rental

David Reeves

31,000

-

-

-

 

There were no other transactions with Key Management Personnel during the financial year.

 

End of Remuneration Report

 

 

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

 

 

Keith Coughlan

Managing Director

Dated at 30 September 2016

 

 

 

AUDITOR'S INDEPENDENCE DECLARATION

 

 

30 September 2016

 

 

Board of Directors

European Metals Holdings Limited

Suite 12, Level 1

11 Ventnor Avenue

WEST PERTH WA 6005

 

 

Dear Directors

 

RE:       european metals holdings limited

 

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of European Metals Holdings Limited.

 

As the Audit Director for the audit of the financial statements of European Metals Holdings Limited for the year ended 30 June 2016, I declare that to the best of my knowledge and belief, there have been no contraventions of:

 

(i)       the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

 

(ii)      any applicable code of professional conduct in relation to the audit.

 

Yours sincerely

 

STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD

(Trading as Stantons International)

(An Authorised Audit Company)

 

 

John Van Dieren - FCA

Director

 

 

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2016

 

 

Note

30 June 2016

30 June 2015

 

 

$

$

Revenue - interest income

 

12,647

6,917

Other income

 

140,236

21,516

Professional fees

 

(405,248)

(270,257)

Audit fees

6

(29,911)

(26,025)

Directors' fees

 

(49,355)

-

Share based payments

16

(557,246)

-

Employees' benefits

 

(219,100)

(219,000)

Travel and accommodation

 

(27,717)

(29,551)

Office rent

 

(59,005)

(16,396)

Insurance expense

 

(11,372)

(20,329)

Impairment expense

 

(56)

-

Share registry expense

 

(325,307)

(51,114)

Depreciation expense

 

(942)

(2,333)

Other expenses 

 

(59,261)

(60,300)

Loss before income tax

 

(1,591,637)

(666,872)

Income tax expense

3

-

-

Loss for the year

 

(1,591,637)

(666,872)

Other comprehensive income

 

 

 

Items that may be reclassified subsequently to profit or loss - exchange differences on translating foreign operations

 

(37,900)

(2,258)

Other comprehensive (loss)/income for the year, net of tax

 

(37,900)

(2,258)

Total comprehensive loss for the year

 

(1,629,537)

(669,130)

 

 

 

 

Net Loss attributable to:

 

 

 

members of the parent entity

 

(1,591,637)

(666,872)

 

 

(1,591,637)

(666,872)

Total Comprehensive loss attributable to:

 

 

 

members of the parent entity

 

(1,629,537)

(669,130)

 

 

(1,629,537)

(669,130)

 

 

 

 

Basic and diluted loss per CDI (cents)

7

(1.78)

(1.25)

 

The above statement should be read in conjunction with the accompanying notes.

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016

 

 

 

Note

2016

$

2015

$

CURRENT ASSETS

 

 

 

 

Cash and cash equivalents

8

3,134,661

889,208

 

Other receivables

9

94,591

28,703

 

Other assets

10

79,915

32,918

 

TOTAL CURRENT ASSETS

 

3,309,167

950,829

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

Property, plant and equipment

 

-

488

 

Exploration and evaluation expenditure

11

4,940,613

3,414,934

 

Intangible assets

 

2,599

3,398

 

TOTAL NON-CURRENT ASSETS

 

4,943,212

3,418,820

 

 

 

 

 

 

TOTAL ASSETS

 

8,252,379

4,369,649

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Trade and other payables

12

293,890

201,536

 

Other liabilities

13

-

23,291

 

TOTAL CURRENT LIABILITIES

 

293,890

224,827

 

 

 

 

 

 

TOTAL LIABILITIES

 

293,890

224,827

 

 

 

 

 

 

NET ASSETS

 

7,958,489

4,144,822

 

 

 

 

 

 

EQUITY

 

 

 

 

Issued capital

14

11,674,141

6,788,183

 

Reserves

15

644,547

222,761

 

Accumulated losses

 

(4,360,199)

(2,866,122)

 

TOTAL EQUITY

 

7,958,489

4,144,822

 

 

The above statement should be read in conjunction with the accompanying notes.

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2016

 

 

Issued   Capital

Option Reserve

Foreign Currency Translation Reserve

Accumulated

Losses

 

Total

 

$

$

$

$

$

 

 

 

 

 

 

Balance at 1 July 2014

5,002,296

97,560

127,459

(2,199,250)

3,028,065

Loss attributable to members of the Company

-

-

-

(666,872)

(666,872)

Other comprehensive loss

-

-

(2,258)

-

(2,258)

Total comprehensive loss for the year

-

-

(2,258)

(666,872)

(669,130)

 

 

 

 

 

 

Transactions with owners, recognised directly in equity

 

 

 

 

 

CDIs issued during the year, net of costs

1,755,857

-

-

-

1,755,857

Share based payments

30,030

-

-

-

30,030

Balance at 30 June 2015

6,788,183

97,560

125,201

(2,866,122)

4,144,822

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 July 2015

6,788,183

97,560

125,201

(2,866,122)

4,144,822

Loss attributable to members of the Company

-

-

-

(1,591,637)

(1,591,637)

Other comprehensive loss

-

-

(37,900)

-

(37,900)

Total comprehensive loss for the year

-

-

(37,900)

(1,591,637)

(1,629,537)

 

 

 

 

 

 

Transactions with owners, recognised directly in equity

 

 

 

 

 

CDIs issued during the year, net of costs

4,855,958

-

-

-

4,855,958

Options lapsed

-

(97,560)

-

97,560

-

Equity based payments

30,000

557,246

-

-

587,246

Balance at 30 June 2016

11,674,141

557,246

87,301

(4,360,199)

7,958,489

 

 

 

 

 

 

 

The above statement should be read in conjunction with the accompanying notes.

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2016

 

 

Note

30 June 2016

$

30 June 2015

$

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Payments to suppliers and employees

 

(1,072,664)

(712,182)

Interest received

 

12,647

6,917

Interest paid

 

(23)

-

UK listing cost

 

(242,392)

-

R&D Rebate

 

128,024

-

Receipts for services

 

-

21,516

Net cash (used in) operating activities

17

(1,174,408)

(683,749)

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Payments for exploration and evaluation expenditure

 

(1,507,146)

(567,136)

Net cash (used in)/ from investing activities

 

(1,507,146)

(567,136)

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Proceeds from issue of CDIs

 

5,004,382

1,844,307

Capital raising costs paid

 

(77,375)

(82,829)

Net cash from financing activities

 

4,927,007

1,761,478

 

 

 

 

Net increase in cash and cash equivalents

 

2,245,453

510,593

Cash and cash equivalents at the beginning of the financial year

 

 

889,208

 

378,615

Cash and cash equivalents at the end of financial year

 

3,134,661

889,208

 

The above statement should be read in conjunction with the accompanying notes.

 

 

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016

 

NOTE 1 : SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)

Basis of preparation

 

 

 

These consolidated financial statements and notes represent those of European Metals Holdings Limited ("the Company") and Controlled Entities (the "Consolidated Group" or "Group"). The separate financial statements of the parent entity, European Metals Holdings Limited, have not been presented within this financial report as is permitted by Corporations Act 2001.

The financial statements are general purpose financial statements, which have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Boards (AASB) and the Corporations Act 2001. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards.

The accounting policies detailed below have been adopted in the preparation of the financial report. Except for cash flow information, the

nted unless otherwise stated.  retations and complies with other requirements of the law.

financial statements have been prepared on an accrual basis and are based on historical cost, modified, where applicable, by the measurement at fair values of selected non-current assets, financial assets and financial liabilities.

The Group is a listed public company, incorporated in the British Virgin Islands and registered in Australia.

 

 

(i)

Accounting policies

 

 

 

The Group has consistently applied the following accounting policies to all periods presented in the financial statements. The Group has considered the implications of new and amended Accounting Standards applicable for annual reporting periods beginning after 1 January 2015 but determined that their application to the financial statements is either not relevant or not material.

 

 

(ii)

Statement of Compliance

 

 

 

The financial report was authorised for issue on 30 September 2016.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in the 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.

 

 

(iii)

Critical accounting estimates and judgements

 

 

 

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

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

 Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted.

Impairment of capitalised exploration and evaluation expenditure

The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale.

Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made.

 

 

Recognition of deferred tax assets

Deferred tax assets relating to temporary differences and unused tax losses have not been recognised as the Directors are of the opinion that it is not probable that future taxable profit will be available against which the benefits of the deferred tax assets can be utilised.

(b)

Income Tax

 

 

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date.  Current tax liabilities (assets) are therefore 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.

Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available.  No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax 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, based on tax rates enacted or substantively enacted at reporting date.  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 legally enforceable right of set-off exists, 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)

Impairment of assets

 

 

At the end of each reporting period the Group assesses whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount in which case the impairment loss is treated as a revaluation decrease.

 

 

(c)

Impairment of assets

 

 

 

An assessment is also made at each reporting period as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

 

 

(d)

Cash and cash equivalents

 

 

 

Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term 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.

 

 

(e)

Revenue

 

 

 

Interest

 

 

 

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

 

 

(f)

Goods and Services Tax (GST)

 

 

 

Revenues, expenses, and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the Statement of Financial Position are shown inclusive of GST.

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

 

 

(g)

Trade and other receivables

 

 

 

Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method, less any allowance for impairment. Trade receivables are generally due for settlement within 30 days. Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by reducing the carrying amount directly.  An allowance account is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original contractual terms. Factors considered by the Group in making this determination include known significant financial difficulties of the debtor, review of financial information and significant delinquency in making contractual payments to the Group.

The impairment allowance is set equal to the difference between the carrying amount of the receivable and the present value of estimated future cash flows, discounted at the original effective interest rate. Where receivables are short-term discounting is not applied in determining the allowance.

The amount of the impairment loss is recognised in the profit and loss within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the profit and loss.

 

 

(h)

Finance Income and Finance Costs

 

 

 

Finance income comprises interest income on funds invested (including available-for-sale financial assets), dividend income, gains on the disposal of available-for-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss, and gains on hedging instruments that are recognised in profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective interest method.

 

 

(i)

Government Grants

 

 

 

An unconditional government grant is recognised in profit or loss as other income when the grant becomes receivable. Grants that compensate the Group for expenses incurred are recognised in profit or loss as other income on a systematic basis in the same period in which the expenses are recognised.

Research and development tax incentives are recognised in the statement of profit or loss when received or when the amount to be received can be reliably estimated.

 

 

(j)

Employee Benefits

 

 

 

Short-term benefits

 

 

 

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

 

 

 

Other long-term employee benefits

 

 

 

Provision is made for the liability due to employee benefits arising from services rendered by employees to the reporting date. Employee benefits expected to be settled within one year together with benefits arising out of wages and salaries, sick leave and annual leave which will be settled after one year, have been measured at their nominal amount. Other employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

Contributions made to defined employee superannuation funds are charged as expenses when incurred.

 

 

 (k)

Exploration and Evaluation Assets

 

 

 

Exploration and evaluation costs, including costs of acquiring licenses, are capitalised as exploration and evaluation assets on an area of interest basis. Costs of acquiring licences which are pending the approval of the relevant regulatory authorities as at the date of reporting are capitalised as exploration and evaluation cost if in the opinion of the Directors it is virtually certain the Group will be granted the licences.

Exploration and evaluation assets are only recognised if the rights of tenure to the area of interest are current and either:

(a)   The expenditures are expected to be recouped through successful development and exploitation of the area of interest, or

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

Exploration and evaluation assets are assessed for impairment when:

(i)    Sufficient data exists to determine technical feasibility and commercial viability, and

(ii)   Facts and circumstances suggest that the carrying amount exceeds the recoverable amount (see impairment accounting policy in Note 1(c). For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which exploration activity relates. The cash generating unit shall not be larger than the area of interest.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified from intangible assets to mining property and development assets within property, plant and equipment.

 

 

(l)

Financial Instruments

 

 

 

Initial recognition and measurement

 

 

 

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the Group becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention.

Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.

 

 

 

Financial assets at fair value through profit and 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 the 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 amount being included in profit or loss.

 

 

 

Loans and receivables

 

 

 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.  Such assets are recognised initially at fair value plus any directly attributable transaction costs.  Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period. All other loans and receivables are classified as non-current assets.

 

 

 

Held-to-maturity investments

 

 

 

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments and it is the Group's intention to hold these investments to maturity.  Such assets are recognised initially at fair value plus any directly attributable transaction costs.  They are subsequently measured at amortised cost using the effective interest rate method, less any impairment losses.

Held-to-maturity investments are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. All other investments are classified as current assets.

If during the period the Group sold or reclassified more than an insignificant amount of the held-to-maturity investments before maturity, the entire held-to-maturity investments category would be tainted and reclassified as available-for-sale.

 

 

 

Available-for-sale financial assets

 

 

 

Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign exchange gains and losses on available-for-sale monetary items, are recognised as a separate component of equity.  When an investment is derecognised, the cumulative gain or loss in equity is transferred to profit and loss. Available-for-sale financial assets are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. All other available-for-sale financial assets are classified as current assets.

 

 

 

Financial liabilities

 

 

 

Non-derivative financial liabilities are recognised initially at fair value plus any directly attributable transaction costs.  Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest rate method.

 

 

 

Fair value

 

 

 

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.

 

 

 

Derecognition

 

 

 

Financial assets are derecognised where the contractual rights to cash flow expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset.  Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired.  The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

 

 

(m)

Trade and other payables

 

 

 

Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial period that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.  Trade and other payables are presented as current liabilities unless payment is not due within 12 months.

 

 

(n)

Earnings Per CDI

 

 

 

Basic earnings per CDI

 

 

 

Basic earnings per CDI is determined by dividing the profit or loss attributable to ordinary shareholders of the Company, by the weighted average number of CDIs outstanding during the period, adjusted for bonus elements in CDIs issued during the period.

 

 

 

Diluted earnings per CDI

 

 

 

Diluted earnings per CDI adjusts the figure used in the determination of basic earnings per CDI to take into account the after income tax effect of interest and other financial costs associated with dilutive potential CDIs and the weighted average number of CDIs assumed to have been issued for no consideration in relation to dilutive potential CDIs, which comprise convertible notes and CDI options granted.

 

 

(o)

Borrowing Costs

 

 

 

Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in income in the period in which they are incurred.

 

 

(p)

Provisions

 

 

 

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.  Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability.

 

 

(q)

Segment reporting

 

 

 

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. Operating segments' results are reviewed by the Group's Managing Director to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

 

 

(r)

CDI based payments

 

 

 

The grant date fair value of CDI-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do not meet the related service and non-market performance conditions at the vesting date. For CDI-based payment awards with non-vesting conditions, the grant date fair value of the CDI-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

 

 

(s)

Foreign Currency Transactions and Balances

 

 

 

Functional and presentation currency

The functional currency of each of the Group's entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and presentation currency.

Transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in Profit or Loss, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in other comprehensive income; otherwise the exchange difference is recognised in Profit or Loss.

Group companies

The financial results and position of foreign operations whose functional currency is different from the Group's presentation currency are translated as follows:

Assets and liabilities are translated at year end exchange rates prevailing at the end of the reporting period;

Income and expenses are translated at average exchange rates for the period; and

Retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations recognised in the other comprehensive income and included in the foreign currency translation reserve in the Statement of Financial Position. These differences are reclassified into Profit or Loss in the period in which the operation is disposed.

 

 

(t)

Issued capital

 

 

 

CDIs are classified as equity. Incremental costs directly attributable to the issue of new CDIs or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new CDIs or options for the acquisition of a new business are not included in the cost of acquisition as part of the purchase consideration. 

 

 

(u)

Principles of Consolidation

 

 

 

The consolidated financial statements incorporate all of the assets, liabilities and results of the parent European Metals Holdings Limited and all of the subsidiaries. Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of the subsidiaries is provided in Note 20.

 

The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

 

Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as "non-controlling interests". The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary's net assets on liquidation at either fair value or at the non-controlling interests' proportionate share of the subsidiary's net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income.

 

                         

 

NOTE 2: DETERMINATION OF FAIR VALUES

A number of the Group's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

 

CDI-based payment transactions

The fair value of the employee CDI options and the share appreciation right is measured using the Black-Scholes formula. Measurement inputs include CDI price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.

 

NOTE 3: INCOME TAX

 

30 June 2016

30 June 2015

 

 

$

$

(a) Income tax expense

 

-

-

Current tax

 

-

-

Deferred tax

 

-

-

 

 

 

 

Deferred income tax expense included in income tax expense comprises:

 

-

-

(Increase) in deferred tax assets

 

-

-

Increase in deferred tax liabilities

 

-

-

 

 

 

 

 (b) Reconciliation of income tax expense to prima facie tax payable

 

 

 

Net loss before tax

 

(1,591,637)

(666,872)

Prima facie tax on operating loss at 30% (2015: 30%)

 

(477,491)

(200,062)

Add / (Less): Non-deductible items

 

 

 

-Impairments

 

-

-

-Legal fees

 

94,201

 

-Share-based payments

 

167,174

                        -

-Other

 

14,805

10,981

Current year tax loss not recognised

 

201,311

189,081

Income tax attributable to operating loss

 

-

-

The applicable weighted average effective tax rates are as follows:

 

Nil%

Nil%

Balance of franking account at year end

 

Nil

Nil

 

 

 

 

a.      Deferred tax assets

 

 

 

Tax losses

 

290,477

270,033

Capital raising costs

 

21,032

12,127

Unrecognised deferred tax asset

 

311,509

285,160

Set-off deferred tax liabilities

 

-

-

Net deferred tax assets

 

311,509

285,160

 

 

 

 

Deferred tax liabilities

 

 

 

Exploration expenditure

 

-

-

 

 

-

-

Set-off deferred tax assets

 

-

-

Net deferred tax liabilities

 

-

-

Tax losses

 

 

 

Unused tax losses for which no deferred tax asset has been recognised

 

968,254

910,111

 

The Company is registered in the British Virgin Islands (BVI) and the Company is a tax resident of Australia. The unused tax losses are representative of losses incurred in Australia.

 

There are currently no withholding taxes or exchange control regulations in the BVI applicable to the Company. The Company is subject to the taxation regulations of the Czech Republic where it currently holds mining license via Geomet S.R.O, and also to UK taxation regulations in respect of European Metals (UK) Limited.

 

Note 4: 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.

 

Other than transactions with Key Management Personnel and their related entities (refer Note 5), there were no other related party transactions during the year.

 

NOTE 5: KEY MANAGEMENT PERSONNEL 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 (KMP) for the year ended 30 June 2016 and  30 June 2015.

 

The totals of remuneration paid to KMP during the year are as follows:

 

2016

$

2015

$

Short-term benefits

292,863

307,000

Post-employment benefits

19,000

19,000

Equity settled

386,798

-

Other payments

110,157

40,000

 

808,818

366,000

 

Loans to Key Management Personnel

There were no loans to Key Management Personnel during the financial year.

 

Other transactions with Key Management Personnel

Purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. The Group acquired the following services from entities that are controlled by members of the Group's KMP:

Some Directors or former Directors of the Group hold or have held positions in other companies, where it is considered they control or significantly influence the financial or operating policies of those entities. During the year, the following entities provided corporate services and rental to the Group. Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

 

Entity

Nature of transactions

Key Management Personnel

Total Transactions

Payable Balance

2016

$

2015

$

2016

$

2015

$

-

Sub-underwriting fee

Keith Coughlan

-

7,144

-

-

-

Sub-underwriting fee

David Reeves

-

799

-

-

-

Reimbursement

David Reeves

5,615

-

-

-

Wilgus Investments Pty Ltd

Rental

David Reeves

31,000

-

-

-

There were no other transactions with Key Management Personnel during the financial year.

 

NOTE 6: AUDITOR'S REMUNERATION

 

2016

$

2015

$

Details of the amounts paid to the auditor of the Group, Stantons International Audit and Consulting Pty Ltd for audit and non-audit services provided during the year are set out below:

Auditor's services

 

 

 

Audit and review of financial report

 

26,025

 

NOTE 7: BASIC AND DILUTED LOSS PER CDI

2016

2015

Basic and diluted loss per CDI (cents)

(1.78)

(1.25)

Loss attributable to members of European Metals Holdings Limited

(1,591,637)

(666,872)

Weighted average number of CDI outstanding during the year

89,471,195

53,143,446

The Group is in a loss making position and it is unlikely that the conversion to, calling of, or subscription for, CDI capital in respect of potential CDIs would lead to diluted earnings per CDI that shows an inferior view of the earnings per CDI. For this reason, the diluted losses per CDI for the year ended 30 June 2016 are the same as basic loss per CDI.

 

NOTE 8: CASH AND CASH EQUIVALENTS

2016

$

2015

$

Cash at bank

3,134,661

889,208

Total cash and cash equivalents in the Statement of Cash Flows

3,134,661

889,208

 

NOTE 9: OTHER RECEIVABLES

2016

$

2015

$

CURRENT

 

 

GST and VAT Receivable

40,107

28,329

Other receivables

54,484

374

 

94,591

28,703

 

NOTE 10: OTHER ASSETS

2016

$

2015

$

Current

 

 

Prepayments

79,915

32,918

 

79,915

32,918

 

NOTE 11: EXPLORATION  AND EVALUATION EXPENDITURE

 

2016

$

2015

$

Exploration at cost

 

 

 

Balance at the beginning of the year

 

3,414,934

2,814,798

Acquisition of tenements

 

-

-

Exploration of tenements

 

1,502,819

599,746

Foreign exchange movement

 

22,860

390

 

 

4,940,613

3,414,934

 

NOTE 12: TRADE AND OTHER PAYABLES

2016

$

2015

$

CURRENT

 

 

Trade payables

225,842

180,975

Accrued expenses

68,048

20,561

 

293,890

201,536

Payables are normally due for payment within 30 days.

 

 

 

NOTE 13: OTHER LIABILITIES

 

2016

$

2015

$

CURRENT

 

 

 

Loan from Cominco Resources

 

-

23,291

 

 

-

23,291

European Metals Holdings had a loan agreement with Cominco Resources. The loan was for no fixed term, was interest free, unsecured and repayable by European Metals at call of Cominco. The funds were advanced in Euros and repayment was expected in Euros. At 30 June 2016 the amount was fully paid.

 

NOTE 14: ISSUED CAPITAL

 

 

Number

$

(a) Issued and paid up capital

 

 

 

 

121,417,126 (30 June 2015: 75,144,459 CDIs)

 

 

121,417,126

11,674,141

Total issued capital

 

 

 

11,674,141

 

 

 

 

 

 

 

(b) Movements in CDIs

 

 

 

 

 

 

 

Date

Number

$

 

Balance at the beginning of the year

 

1 July 2014

38,400,006

5,002,296

 

Rights issue

 

6 November 2014

21,943,023

1,097,151

 

Share based payment

 

20 April 2015

462,000

30,030

 

Conversion of A Class Performance Shares

14(c)

27 May 2015

5,000,000

-

 

CDI Placement

 

30 June 2015

9,339,430

747,155

 

Capital raising costs

 

 

 

(88,449)

 

Balance at the end of the year

 

30 June 2015

75,144,459

6,788,183

 

 

 

 

 

 

 

 

 

 

Number

$

 

Balance at the beginning of the year

 

1 July 2015

75,144,459

6,788,183

 

CDI capital raising

 

13 August 2015

9,410,578

752,846

 

Issued in lieu of director fees

 

17 August 2015

496,725

30,000

 

CDI capital raising

 

19 October 2015

2,000,000

360,000

 

CDI capital raising

 

18 March 2016

      13,000,000

     1,755,000

 

CDI - exercised of options

 

20 April 2016

                 3,525

                353

 

CDI - exercised of options

 

9 May 2016

              300,000

           30,000

 

CDI - exercised of options

 

19 May 2016

              688,514

           68,851

 

CDI - exercised of options

 

1 June 2016

          1,279,372

        127,937

 

CDI - exercised of options

 

8 June 2016

          1,223,446

        122,345

 

CDI - exercised of options

 

16 June 2016

          6,045,366

        604,537

 

CDI - exercised of options

 

30 June 2016

        11,825,141

     1,182,514

 

Capital raising cost

 

 

-

(148,425)

 

Balance at the end of the year

 

30 June 2016

121,417,126

11,674,141

 

 

 

 

 

 

 

(c) Movements A Class Performance Shares

 

 

 

 

 

 

 

Date

Number

$

 

Balance at the beginning of the year

 

1 July 2014

5,000,000

-

 

Conversion into CDIs

14(b)

27 May 2015

(5,000,000)

-

 

Balance at the end of the year

 

30 June 2015

-

-

 

 

 

 

 

 

 

(d) Movements B Class Performance Shares

 

 

 

 

 

 

 

Date

Number

$

 

Balance at the beginning of the year

 

1 July 2014

5,000,000

-

 

Conversion into CDIs

 

 

-

-

 

Balance at the end of the year

 

30 June 2015

5,000,000

-

 

Performance Shares lapsed

 

20 February 2016

(5,000,000)

-

 

Balance at the end of the year

 

30 June 2016

-

-

 

 

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

 

European Metals Holdings limited is a company limited by shares incorporated in the British Virgin Islands with an authorised  share capital, 200,000,000 no par value shares of a single class. Pursuant to the prospectus dated 26 April 2012, the company

issued CDIs in July 2012. The holder of the CDIs has beneficial ownership in the underlying shares instead of legal title. Legal title and the underlying shares is held by Chess Depository Nominees Pty Ltd.

 

Holders of CDIs have the same entitlement benefits of holding the underlying shares. Each Share in the Company confers upon the Shareholder:

1.       the right to one vote at a meeting of the Shareholders of the Company or on any Resolution of Shareholders;

2.       the right to an equal share in any dividend paid by the Company; and

3.       the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.

 

The terms of the B Class Performance Shares are as follows

Class

Automatically  convert  into  that  number  of  Shares  and  an equivalent number of CDIs equal to :

Class B Performance Shares

(i)        $7,500,000 less the value of the CDIs issued on conversion of the A Class Performance Shares calculated at a deemed issue price of $0.30 per CDI; divided by,

(ii)       the greater of $0.30 and the volume weighted average price of CDIs as calculated over the 5 ASX trading days prior to the date the DFS (as defined below) is provided to the Company, and

subject to the definitive feasibility study commissioned by the board of the Company in respect of the Permits (DFS) and prepared by a reputable independent third party engaged by the board of the Company being provided to the Company on or before that date which is 2 years after the date of issue of the B Class Performance Shares (Milestone). For clarity, the DFS must be:

(i)         of a standard suitable to be submitted to a financial institution as the basis for lending of funds for the development and operation of mining activities contemplated in the study;

(ii)        capable of supporting a decision to mine on the  permits; and

(iii)       completed to an accuracy of +/- 15% with respect to operating and capital costs and display a net present value of not less than US$100,000,000 using a discount rate of 10% and a tin price of no less than 90% of the average closing cash price of tin as published by the London Stock Exchange for the 6 months immediately preceding completing of the study.

 

At the date of this report, the Performance Shares were lapsed on 20 February 2016.

 

(e) Capital risk management

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

The capital structure of the Group consists of equity comprising issued capital, reserves and accumulated losses.

Due to the nature of the Group's activities, being mineral exploration, the Group does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Group's capital risk management is to maintain sufficient current working capital position to meet the requirements of the Group to meet exploration programmes and corporate overheads. The Group's strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required.

 

The working capital position of the Group at 30 June is as follows:

 

2016

2015

 

$

$

Cash and cash equivalents

3,134,661

889,208

Other receivables

94,591

28,703

Other assets

79,915

32,918

Trade and other payables

(293,890)

(201,536)

Other liabilities

-

(23,291)

 

3,015,277

726,002

The Group is not subject to any externally imposed capital requirements.

 

NOTE 15: RESERVES

2016

2015

 

$

$

Option Reserve

557,246

97,560

Foreign Currency Translation Reserve

87,301

125,201

Total Reserves

644,547

222,761

       

 

Option Reserve

2016

2015

 

$

$

Balance at the beginning of the financial year

97,560

97,560

Options lapsed

(97,560)

-

Equity based payments

557,246

-

Balance at the end of the financial year

557,246

97,560

The options reserve is used to recognise the fair value of all options and warrants on issue but not yet exercised.

 

At 30 June 2016 the following options and warrants are outstanding:

·      3,750,000 unlisted options exercisable at 16.6 cents on or before 17 August 2020 were issued to key management personnel.

·      1,000,000 warrants exercisable at 14 cents on or before 11 November 2018 were issued to Company's Nominated Adviser.

·      2,000,000 unlisted options were issued on 19 October 2015 with an exercise price of 20 cents and expiry date of 19 October 2016.

On 19 July 2015, 1,200,000 options with an exercise price of 30 cents expired. The balance in the option reserve relating to the options of $97,560 has been transferred to accumulated losses.

 

Foreign Currency Translation Reserve

The foreign currency translation reserve records exchange differences arising on translation of foreign controlled subsidiaries.

 

2016

2015

 

$

$

Balance at the beginning of the financial year

125,201

127,459

Movement during the year

(37,900)

(2,258)

Balance at the end of the financial year

87,301

125,201

 

NOTE 16: SHARE BASED PAYMENTS

 

 

 

The following share-based payment arrangements existed at 30 June 2016:

On 31 July 2015, 3,750,000 options with an exercise price 16.6 cents on or before the 17 August 2020 were granted to Directors. The issue was approved by shareholders at a General Meeting held on the 31 July 2015. The options were valued under Black and Scholes and a fair value adjustment of $386,798 and were recognised as a share based payment in the profit and loss. 

Options granted to Key Management Personnel are as follow:

Grant Date

Number

 

31 July 2015

3,7500,000

 

Further details of these options are provided in the directors' report. The options hold no voting of dividend rights and are unlisted.

A summary of the movements of all company options issued is as follows:

 

 

             

 

 

 

Number

Weighted Average Exercise Price

Options outstanding as at 1 July 2014

 

1,200,000

$0.30

Granted

 

-

-

Forfeited

 

-

-

Exercised

 

-

-

Expired

 

-

-

Options outstanding as at 30 June 2015

 

1,200,000

$0.30

Options outstanding as at 1 July 2015

 

1,200,000

$0.30

Granted

 

3,750,000

$0.166

Forfeited

 

-

-

Exercised

 

-

-

Expired

 

(1,200,000)

($0.30)

Options outstanding as at 30 June 2016

 

3,750,000

$0.166

Options exercisable as at 30 June 2015

 

1,200,000

$0.30

Options exercisable as at 30 June 2016

 

3,750,000

$0.166

 

 

 

 

Other share based payment details as follows

 

 

 

i.     

On 10 December 2015, 1,000,000 warrants with an exercise price 14 cents on or before the 11 November 2018 were granted to the Company's Nominated Adviser. The warrants were valued under Black and Scholes and a fair value adjustment of $170,448 and were recognised as a share based payment in the profit and loss.

         

 

A summary of the movements of all company warrants issued is as follows:

 

 

 

 

Number

Weighted Average Exercise Price

Warrants outstanding as at 1 July 2015

 

-

-

Granted

 

1,000,000

$0.14

Forfeited

 

-

-

Exercised

 

-

-

Expired

 

-

-

Warrants outstanding as at 30 June 2016

 

1,000,000

$0.14

Warrants exercisable as at 30 June 2016

 

1,000,000

$0.14

 

These instruments vest immediately. The instruments hold no voting or dividend rights. The options and warrants are unlisted. All options and warrants were issued and vested in the current year. In respect of all of the above shares and options issued for services provided it was determined that no fair value of the services was able to be determined, as such the fair value of the instruments was used as the fair value recorded.

A summary of the inputs used in the valuation of the options and warrants is as follows:

 

Descriptions

 

Options

Warrants

Exercise price

$0.166

$0.14

Share price at date of issue

$0.12

$0.20

Grant date

31 July 2015

10 December 2015

Expected volatility (i)

136.83%

153.46%

Expiry date

31 July 2020

10 December 2018

Expected dividends

-

-

Risk free interest rate

2.12%

2.16%

Value per option/warrant

$0.10315

$0.17045

Number of options/warrants

3,750,000

1,000,000

Total value of options

$386,798

$170,448

 

NOTE 17: CASH FLOW INFORMATION

 

 

 

2016

2015

(a) Reconciliation of cash flow from operating activities with the loss after tax

$

$

Loss after income tax 

 

 

 

(1,591,637)

(666,872)

Adjustments for:

 

 

 

 

 

Impairment of receivable

 

 

 

56

-

Share based payments

 

 

 

557,246

-

Unrealised foreign exchange loss/ (gain)

 

 

 

(37,556)

(2,970)

Depreciation expense

 

 

 

942

2,346

Changes in assets and liabilities

 

 

 

 

 

Decrease/ (Increase)  in other receivables

 

 

 

(65,887)

1,303

(Increase)/ Decrease in other assets

 

 

 

(46,997)

8,629

 (Decrease)/ Increase in trade and other payables

 

 

 

9,425

(26,185)

Cash flow (used in)/from operating activities

 

 

 

(1,174,408)

(683,749)

 

(b) Credit standby facilities

The Company had no credit standby facilities as at 30 June 2016 and 2015.

 

(c) Non-cash financing and investing activities

There was no non-cash financing and investing activities during the year.

 

NOTE 18: OPERATING SEGMENTS

The accounting policies used by the Group in reporting segments are in accordance with the measurement principles of Australian Accounting Standards.

 

The Group has identified its operating segments based on the internal reports that are provided to the Board of Directors. According to AASB 8 Operating Segments, two or more operating segments may be aggregated into a single operating segment if the segments have similar economic characteristics, and the segments are similar in each of the following respects:

 

•              The nature of the products and services;

•              The nature of the production processes;

•              The type or class of customer for their products and services;

•              The methods used to distribute their products or provide their services; and

•              If applicable, the nature of the regulatory environment, for example; banking, insurance and public utilities.

 

The Group currently has one project which takes into account each of the above mentioned aspects. The principal activity for the project is exploration of tin and base metals. The project is likely to have the same methods to distribute the resources in future and the nature of the regulatory environment which is the Czech Republic. This is expected to be the same for future projects. Accordingly, management has identified one operating segment based on the location of the projects, that being the Czech Republic.

 

 

Australia

Congo

Czech

Total

$

$

$

$

30 June 2016

 

 

 

 

REVENUE

 

 

 

 

Interest revenue

12,624

-

-

12,624

Total segment revenue

12,624

-

-

12,624

Net expenditure

(1,554,911)

-

(49,350)

(1,604,261)

Loss before income tax

 

 

 

(1,591,637)

 

 

 

 

 

Segment assets

2,835,802

-

5,416,577

8,252,379

 

 

 

 

 

Segment liabilities

254,630

-

39,260

293,890

 

 

 

 

 

30 June 2015

 

 

 

 

REVENUE

 

 

 

 

Interest revenue

6,917

-

-

6,917

Total segment revenue

6,917

-

-

6,971

Net expenditure

(534,121)

4,932

(41,536)

(570,725)

Eliminate intercompany

 

 

 

(96,147)

Loss before income tax

 

 

 

(666,872)

 

 

 

 

 

Segment assets

942,777

-

3,426,872

4,369,649

 

 

 

 

 

Segment liabilities

184,263

-

40,564

224,827

 

 

 

 

 

 

 

 

 

 

NOTE 19: FINANCIAL RISK MANAGEMENT

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

The main purpose of non-derivative financial instruments is to raise finance for Group's operations. The Group does not speculate in the trading of derivative instruments.

 

The Group holds the following financial instruments:

 

 

2016

$

2015

$

Financial assets

 

 

 

Cash and cash equivalents

 

3,134,661

889,208

Other receivables               

 

94,591

28,703

Total financial assets

 

3,229,252

917,911

 

 

 

 

Trade and other payables

 

293,890

201,536

Other liabilities

 

-

23,291

Total financial liabilities

 

293,890

224,827

 

The fair value of the Group's financial assets and liabilities approximate their carrying value.

 

Specific Financial Risk Exposures and Management

The Group's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk) credit risk and liquidity risk.

 

(i)            Market risk

The Board meets on a regular basis to analyse currency and interest rate exposure and to evaluate treasury management strategies in the context of the most recent economic conditions and forecasts.

 

Interest rate risk

Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. The Group is also exposed to earnings volatility on floating rate instruments.

 

Interest rate risk is not material to the Group as no interest bearing debt arrangements have been entered into.

 

Price risk

Price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group is not exposed to securities price risk as it does not hold any investments.

 

Foreign exchange risk

Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the AUD functional currency of the Group.

 

With instruments being held by overseas operations, fluctuations in foreign currencies may impact on the Group's financial results.  The Group's exposure to foreign exchange risk is monitored by the Board. The majority of the Group's funds are held in Australian dollars, British Stirling and Czech Koruna. The Group previously held small sums of money in the subsidiary bank account in Congolese Franc.

 

At 30 June 2016, the group has financial assets and liabilities denominated in the foreign currencies detailed below:

 

Geomet S.R.O                      

 

2016

2015

 

Amount in CZK

Amount in GBP

Amount in AUD

Amount in CZK

Amount in GBP

Amount in AUD

Cash and cash equivalents

-

-

-

-

-

-

Intercompany payables

-

31,000

1,112,243

-

31,000

383,826

 

-

31,000

1,112,243

-

31,000

383,826

5% effect in foreign exchange rates

-

1,550

 

55,612

-

1,550

 

19,191

 

There were no financial assets and liabilities denominated in foreign currencies for EMH UK and the Company.

 

(ii)           Credit risk

Credit exposure represents the extent of credit related losses that the Group may be subject to on amounts to be received from financial assets. Credit risk arises principally from trade and other receivables. The objective of the Group is to minimise the risk of loss from credit risk. Although revenue from operations is minimal, the Group trades only with creditworthy third parties. In addition, receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is insignificant. The Group's maximum credit risk exposure is limited to the carrying value of its financial assets as indicated on the Statement of Financial Position and notes to the financial statements.

 

The credit quality of the financial assets was high during the year.  The table below details the credit quality of the financial assets at the end of the year:

 

 

2016

2015

Financial assets

Credit Quality

$

$

Cash and cash equivalents held at BGFI Bank

High

-

-

Cash and cash equivalents held at Komercni Bank

High

365,399

984

Cash and cash equivalents held at Westpac Bank

 

 

 

·      Interest-bearing deposit

High

2,769,262

888,224

Other receivables and deposits

High

94,591

28,703

 

 

3,229,252

917,911

 

Impairment losses

$56 amount due from other debtor was past due and impaired for during the year.

 

(iii)          Liquidity risk

Liquidity risk is the risk that the entity will not be able to meet its financial obligations as they fall due. The objective of the Group is to maintain sufficient liquidity to meet commitments under normal and stressed conditions.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, and the availability of funding through an adequate amount of committed credit facilities. Due to the lack of material revenue, the Group aims at maintaining flexibility in funding by maintaining adequate reserves of liquidity.

The Group did not have access to any undrawn borrowing facilities at the reporting date.

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting arrangements.

 

 

 

As at 30 June 2016

Carrying Amount

$

Contractual Cash flows

$

<3 months

 

$

3-6 months

$

6-24 months

$

Trade and other payables

293,890

293,890

293,890

-

-

Loan payable to external party

-

-

-

-

-

 

293,890

293,890

293,890

-

-

 

 

 

As at 30 June 2015

Carrying Amount

$

Contractual Cash flows

$

<3 months

 

$

3-6 months

$

6-24 months

$

Trade and other payables

201,536

201,536

201,536

-

-

Loan payable to external party

23,291

23,291

-

-

23,291

 

224,827

224,827

201,536

-

23,291

 

(iv)          Cash flow and fair value interest rate risk

From time to time the Group has significant interest bearing assets, but they are as a result of the timing of equity raising and capital expenditure rather than a reliance on interest income. The interest rate risk arises on the rise and fall of interest rates. The Group's income and operating cash flows are not expected to be materially exposed to changes in market interest rates in the future and the exposure to interest rates is limited to the cash and cash equivalents balances. 

 

The Group's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities:

 

 

Floating Interest    Rate

Non-interest bearing

 2016

Total

Floating Interest    Rate

Non-interest bearing

2015

Total

 

$

$

$

$

$

$

Financial assets

 

 

 

 

 

 

- Within one year

 

 

 

 

 

 

Cash and cash equivalents

3,134,661

-

3,134,661

889,208

-

889,208

Other receivables

-

94,591

94,591

 

28,703

28,703

Total financial assets

3,134,661

94,591

3,229,252

889,208

28,703

917,911

   Weighted average interest rate

1.12%

 

 

1.62%

 

 

Financial Liabilities

 

 

 

 

 

 

- Within one year

 

 

 

 

 

 

Trade and other Payables

-

293,890

293,890

-

201,536

201,536

Borrowings

-

-

-

-

23,291

23,291

Total financial liabilities

-

293,890

293,890

-

224,827

224,827

Net financial assets/ (liabilities)

3,134,661

(199,299)

2,935,362

889,208

(196,124)

693,084

 

Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points in the interest rates at the reporting date would have increased or decreased the Group's equity and profit or loss by $31,347 (2015: $8,892).

 

(v)           Net fair value of financial assets and liabilities

The net fair value of cash and cash equivalents and non-interest bearing monetary assets and financial liabilities approximates their carrying values.

 

NOTE 20: CONTROLLED ENTITIES

Subsidiaries of European Metals Holdings Limited

Controlled entity

Country of Incorporation

Class of Shares

Percentage Owned

 

2016

2015

Equamineral Group Limited (EGL)*

British Virgin Islands

Ordinary

100%

100%

Equamineral SA (ESA Congo)

Republic of Congo

Ordinary

100%

100%

European Metals UK Limited **

United Kingdom

Ordinary

100%

100%

Geomet S.R.O

Czech Republic

Ordinary

100%

100%

 

*EGL was incorporated on 8 December 2010 and domiciled in the British Virgin Islands. EGL is the parent company for Equamineral SA (ESA Congo) located in the Republic of Congo. EGL is the beneficial holder of 100% of the issued share capital in Equamineral SA. This company is currently in the process of being deregistered.

**EMH UK Limited is the parent company for Geomet S.R.O

 

NOTE 21: PARENT ENTITY DISCLOSURE

The following information has been extracted from the books and records of the parent and has been prepared in accordance with Australian Accounting Standards.

 

Statement of Financial Position

 

2016

2015

 

$

$

ASSETS

 

 

Current assets

2,835,802

942,288

Non-current assets

-

3,468,474

TOTAL ASSETS

2,835,802

4,410,762

 

 

 

LIABILITIES

 

 

Current liabilities

254,630

184,262

TOTAL LIABILITIES

254,630

184,262

 

 

 

NET ASSETS

2,581,172

4,226,500

 

EQUITY

2016

2015

 

$

$

Issued capital

11,674,141

6,788,183

Reserves

557,246

97,560

Accumulated losses

(9,650,215)

(2,659,243)

TOTAL EQUITY

2,581,172

4,226,500

 

Profit or Loss and Other Comprehensive Income

Loss for the year

 

(7,088,531)

(534,122)

Total comprehensive loss

 

(7,088,531)

(534,122)

 

Guarantees

There are no guarantees entered into by European Metals Holdings Limited for the debts of its subsidiary as at 30 June 2016.

 

Contingent liabilities

There are no contingent liabilities as at 30 June 2016.

 

Commitments

There were no commitments as at 30 June 2016.

 

NOTE 23:  CAPITAL COMMITMENTS

 

 

 

 

2016

$

 

2015

$

 

Capital expenditure commitments:

 

 

 

 

 

 

 

 

Capital expenditure commitments for:

 

 

 

 

 

 

 

 

Mining concession commitments

 

 

 

 

-

 

-

 

Payable:

 

 

 

 

 

 

 

 

Not longer than 1 year

 

 

 

 

-

 

-

 

Longer than 1 year and not longer than 5 years

 

 

 

 

 

-

 

 

-

 

Longer than 5 years

 

 

 

 

-

 

-

 

 

 

 

 

 

-

 

-

 

 

 

 

 

 

 

 

 

 

Commitments at 30 June 2016 relate to mining contracts for works to be performed were nil (2015: Nil.)

 

NOTE 24: CONTINGENT LIABILITIES

There are no contingent liabilities as at 30 June 2016.

 

NOTE 25: SIGNIFICANT EVENTS AFTER THE REPORTING DATE

On 21 July 2016, the Company appointed Ausenco Limited as the Lead Engineer to the Pre-Feasibility Study of the Cinovec Lithium/Tin Project in Czech Republic.

Except for the matters noted above there have been no other significant events arising after the reporting date.

 

NOTE 26:  NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS

A number of new standards, amendments to standards and interpretations issued by the AASB which are not yet mandatorily applicable to the Group have not been applied in preparing these consolidated financial statements. Those which may be relevant to the Group are set out below. The Group does not plan to adopt these standards early.

 

·              AASB 9 Financial Instruments and associated Amending Standards (applicable for annual reporting period commencing 1 January 2018)

The Standard will be applicable retrospectively (subject to the comment on hedge accounting below) and includes revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments and simplified requirements for hedge accounting.

 

Key changes made to this standard that may affect the Group on initial application include certain simplifications to the classification of financial assets, simplifications to the accounting of embedded derivatives, and the irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in other comprehensive income.

 

The directors anticipate that the adoption of AASB 9 will not have a material impact on the Group's financial instruments.

 

·              AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods commencing on or after 1 January 2018).

When effective, this Standard will replace the current accounting requirements applicable to revenue with a single, principles-based model. Except for a limited number of exceptions, including leases, the new revenue model in AASB 15 will apply to all contracts with customers as well as non-monetary exchanges between entities in the same line of business to facilitate sales to customers and potential customers.

 

The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. To achieve this objective, AASB 15 provides the following five-step process:

 

- identify the contract(s) with a customer;

- identify the performance obligations in the contract(s);

- determine the transaction price;

- allocate the transaction price to the performance obligations in the contract(s); and

- recognise revenue when (or as) the performance obligations are satisfied.

 

This Standard will require retrospective restatement, as well as enhanced disclosures regarding revenue.

 

The directors anticipate that the adoption of AASB 15 will not have a material impact on the Group's revenue recognition and disclosures.

 

·           AASB 16: Leases (applicable to annual reporting periods commencing on or after 1 January 2019).

AASB 16 removes the classification of leases as either operating leases or finance leases for the lessee effectively treating all leases as finance leases. Short term leases (less than 12 months) and leases of a low value are exempt from the lease accounting requirements. Lessor accounting remains similar to current practice.

 

The directors anticipate that the adoption of AASB 15 will not have a material impact on the Group's recognition of leases and disclosures.

·              AASB 2014-3: Amendments to Australian Accounting Standards - Accounting for Acquisitions of Interests in Joint Operations [AASB 1 & AASB 11]

AASB 2014-3 amends AASB 11 Joint Arrangements to provide guidance on the accounting for acquisitions of interests in joint operations in which the activity constitutes a business. The amendments require:

(a)           the acquirer of an interest in a joint operation in which the activity constitutes a business, as defined in AASB 3 Business Combinations, to apply all of the principles on business combinations accounting in AASB 3 and other Australian Accounting Standards except for those principles that conflict with the guidance in AASB 11

(b)           the acquirer to disclose the information required by AASB 3 and other Australian Accounting Standards for business combinations.

 

This Standard also makes an editorial correction to AASB 11.

 

The directors anticipate that the adoption of these amendments will not have a material impact on the financial statements.

 

·              AASB 2014-9: Amendments to Australian Accounting Standards - Equity Method in Separate Financial Statements (AASB 2014-9 applies to annual reporting periods beginning on or after 1 January 2016. Early adoption permitted).

AASB 2014-9 amends AASB 127 Separate Financial Statements, and consequentially amends AASB 1 First-time Adoption of Australian Accounting Standards and AASB 128 Investments in Associates and Joint Ventures, to allow entities to use the equity method of accounting for investments in subsidiaries, joint ventures and associates in their separate financial statements.  AASB 2014-9 also makes editorial corrections to AASB 127.

 

The directors anticipate that the adoption of these amendments will not have a material impact on the financial statements.

 

·           Other standards not yet applicable

 

There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

 

 

DIRECTORS' DECLARATION

 

 

The Directors of the Company declare that:

 

1.

The financial statements and notes, as set out on pages 16 to 44, are in accordance with the Corporations Act 2001 and:

 

 

(a)

comply with Accounting Standards;

 

 

(b)

are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, as stated in Note 1 to the financial statements; and

 

 

(c)

give a true and fair view of the financial position as at 30 June 2016 and of the performance for the year ended on that date of the Group.

 

 

2.

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

 

 

(a)

the financial records of the Group for the financial year have been properly maintained in accordance with s 286 of the Corporations Act 2001;

 

 

(b)

the financial statements and notes for the financial year comply with the Accounting Standards; and

 

 

(c)

the financial statements and notes for the financial year give a true and fair view.

3.

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

 

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors by:

 

               

 

Keith Coughlan

Managing Director

Dated at Perth on 30 September 2016

 

 

 

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF

EUROPEAN METALS HOLDINGS LIMITED

 

Report on the Financial Report

 

We have audited the accompanying financial report of European Metals Holdings Limited, which comprises the consolidated statement of financial position as at 30 June 2016, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year's end or from time to time during the financial year.

 

Directors' responsibility for the Financial Report

 

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

 

Auditor's responsibility

 

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

 

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

 

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

 

Independence

 

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

 

 

 

Auditor's opinion

 

In our opinion:

 

(a)     the financial report of European Metals Holdings Limited is in accordance with the Corporations Act 2001, including:

 

(i)         giving a true and fair view of the consolidated entity's financial position as at 30 June 2016 and of its performance for the year ended on that date; and

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

 

(b)     the financial report of the Company also complies with International Financial Reporting Standards as disclosed in note 1(a).

 

Report on the Remuneration Report

 

We have audited the remuneration report included in pages 8 to 14 of the directors' report for the year ended 30 June 2016. The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

 

Auditor's opinion

In our opinion the remuneration report of European Metals Holdings Limited for the year ended 30 June 2016 complies with section 300 A of the Corporations Act 2001.

 

STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD

(Trading as Stantons International)

(An Authorised Audit Company)

 

 

John Van Dieren - FCA

Director

 

West Perth, Western Australia

30 September 2016

 

 

 

CORPORATE GOVERNANCE STATEMENT

 

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

 

The Company's Corporate Governance Plan has been posted on the Company's website at www.europeanmet.com.

 

Principles and RECOMMENDATIONs

COMPLY (YES/NO)

EXPLANATION

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1

A listed entity should have and disclose a charter which:

(a)        sets out the respective roles and responsibilities of the board, the chair and management; and

(b)        includes a description of those matters expressly reserved to the board and those delegated to management.

 

YES

The Company has adopted a Board Charter.

The Board Charter sets out the specific responsibilities of the Board, requirements as to the Boards composition, the roles and responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors access to company records and information, details of the Board's relationship with management, details of the Board's performance review and details of the Board's disclosure policy.

A copy of the Company's Board Charter is stated in Schedule 1 of the Corporate Governance Plan which is available on the Company's website.

Recommendation 1.2

A listed entity should:

(a)   undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and

(b)   provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a director.

 

YES

(a)   The Company has detailed guidelines for the appointment and selection of the Board. The Company's Corporate Governance Plan requires the Board to undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director.

(b)   Material information relevant to any decision on whether or not to elect or re-elect a Director will be provided to security holders in the notice of meeting holding the resolution to elect or re-elect the Director.

Recommendation 1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

 

YES

The Company's Corporate Governance Plan requires the Board to ensure that each Director and senior executive is a party to a written agreement with the Company which sets out the terms of that Director's or senior executive's appointment.  

 

Recommendation 1.4

The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

 

YES

The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. The Company Secretary is accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board.

Recommendation 1.5

A listed entity should:

(a)   have a diversity policy which includes requirements for the board:

(i)    to set measurable objectives for achieving gender diversity; and

(ii)  to assess annually both the objectives and the entity's progress in achieving them;

(b)   disclose that policy or a summary or it; and

(c)    disclose as at the end of each reporting period:

(i)  the measurable objectives for achieving gender diversity set by the board in accordance with the entity's diversity policy and its progress towards achieving them; and

(ii) either:

(A)     the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined "senior executive" for these purposes); or

(B)     the entity's "Gender Equality Indicators", as defined in the Workplace Gender Equality Act 2012.

 

YES

(a)   The Company has adopted a Diversity Policy.

(i)    The Diversity Policy provides a framework for the Company to achieve a list of 6 measurable objectives that encompass gender equality.

(ii)   The Diversity Policy provides for the monitoring and evaluation of the scope and currency of the Diversity Policy. The company is responsible for implementing, monitoring and reporting on the measurable objectives.  

(b)   The Diversity Policy is stated in Schedule 9 of the Corporate Governance Plan which is available on the company website.

(c)   

(i)    The measurable objectives set by the Board will be included in the annual key performance indicators for the CEO, MD and senior executives. In addition the Board will review progress against the objectives in its annual performance assessment.

(ii)   The Company currently has no employees and utilizes external consultants and contractors as and when required.

The Board will review this position on an annual basis and will implement measurable objectives as and when they deem the Company to require them.

Recommendation 1.6

A listed entity should:

(a)   have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

(b)   disclose in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

 

NO

(a)   The Board is responsible for evaluating the performance of the Board and individual directors on an annual basis. It may do so with the aid of an independent advisor. The process for this can be found in Schedule 6 of the Company's Corporate Governance Plan.

(b)   The Company's Corporate Governance Plan requires the Board to disclosure whether or not performance evaluations were conducted during the relevant reporting period.

Due to the size of the Board and the nature of the business, it has not been deemed necessary to institute a formal documented performance review program of individuals.  However, the Chairman intends to conduct formal reviews each financial year whereby the performance of the Board as a whole and the individual contributions of each director are disclosed.  The Board considers that at this stage of the Company's development an informal process is appropriate.

The review will assist to indicate if the Board's performance is appropriate and efficient with respect to the Board Charter.

The Board regularly reviews its skill base and whether it remains appropriate for the Company's operational, legal and financial requirements.  New Directors are obliged to participate in the Company's induction process, which provides a comprehensive understanding of the Company, its objectives and the market in which the Company operates.

Directors are encourages to avail themselves of resources required to fulfil the performance of their duties.

Recommendation 1.7

A listed entity should:

(a)   have and disclose a process for periodically evaluating the performance of its senior executives; and

(b)   disclose in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

 

NO

(a)   The Board is responsible for evaluating the performance of senior executives. The Board is to arrange an annual performance evaluation of the senior executives.

(b)   The Company's Corporate Governance Plan requires the Board to conduct annual performance of the senior executives. Schedule 6 'Performance Evaluation' requires the Board to disclose whether or not performance evaluations were conducted during the relevant reporting period.

During the financial year an evaluation of performance of the individuals was not formally carried out.  However, a general review of the individuals occurs on an on-going basis to ensure that structures suitable to the Company's status as a listed entity are in place.

Principle 2: Structure the board to add value

Recommendation 2.1

The board of a listed entity should:

(a)   have a nomination committee which:

(i)       has at least three members, a majority of whom are independent directors; and

(ii)      is chaired by an independent director,

and disclose:

(iii)    the charter of the committee;

(iv)     the members of the committee; and

(v)       as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b)   if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.

 

YES

(a)   The Nomination Committee was formed on 26 August 2015, with directors appointed as members of the Committee, being Mr Reeves (Chairman), Mr Coughlan and Dr Reichl.

The role and responsibilities of the Nomination Committee are outlined in Nomination Committee Charter available online on the Company's website.

The Board devotes time at board meetings to discuss board succession issues. All members of the Board are involved in the Company's nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules. 

The Board regularly updates the Company's board skills matrix (in accordance with recommendation 2.2) to assess the appropriate balance of skills, experience, independence and knowledge of the entity.

Recommendation 2.2

A listed entity should have and disclose a board skill matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

 

YES

 

Board Skills Matrix

Number of Directors that Meet the Skill

Executive & Non- Executive experience

4

Industry experience & knowledge

4

Leadership

4

Corporate governance & risk management

4

Strategic thinking

4

Desired behavioural competencies

4

Geographic experience

4

Capital Markets experience

4

Subject matter expertise:

 

- accounting

3

- capital management

4

- corporate financing

3

- industry taxation 1

0

- risk management

4

- legal

4

- IT expertise 2

0

(1)    Skill gap noticed however an external taxation firm is employed to maintain taxation requirements.

(2)    Skill gap noticed however an external IT firm is employed on an adhoc basis to maintain IT requirements.

Recommendation 2.3

A listed entity should disclose:

(a)   the names of the directors considered by the board to be independent directors;

(b)   if a director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (3rd Edition), but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and

(c)    the length of service of each director

 

 

YES

(a)   The Board Charter provides for the disclosure of the names of Directors considered by the Board to be independent. These details are provided in the Annual Reports and Company website.

(b)   The Board Charter requires Directors to disclose their interest, positions, associations and relationships and requires that the independence of Directors is regularly assessed by the Board in light of the interests disclosed by Directors. Details of the Directors interests, positions associations and relationships are provided in the Annual Reports and Company website.

(c)   The Board Charter provides for the determination of the Directors' terms and requires the length of service of each Director to be disclosed. The length of service of each Director is provided in the Annual Reports and Company website.

Recommendation 2.4

A majority of the board of a listed entity should be independent directors.

 

YES

The Board Charter requires that where practical the majority of the Board will be independent.

Details of each Director's independence are provided in the Annual Reports and Company website.

Recommendation 2.5

The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

YES

The Board Charter provides that where practical, the Chairman of the Board will be a non-executive director. If the Chairman ceases to be independent then the Board will consider appointing a lead independent Director.

Recommendation 2.6

A listed entity should have a program for inducting new directors and providing appropriate professional development opportunities for continuing directors to develop and maintain the skills and knowledge needed to perform their role as a director effectively.

 

YES

The Board Charter states that a specific responsibility of the Board is to procure appropriate professional development opportunities for Directors. The Board is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. 

Principle 3: Act ethically and responsibly

Recommendation 3.1

A listed entity should:

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

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

 

YES

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

(b)   The Company's Corporate Code of Conduct is in Schedule 2 of the Corporate Governance Plan which is on the Company's website.

Principle 4: Safeguard integrity in financial reporting

Recommendation 4.1

The board of a listed entity should:

(a)   have an audit committee which:

(i)       has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

(ii)      is chaired by an independent director, who is not the chair of the board,

and disclose:

(iii)    the charter of the committee;

(iv)     the relevant qualifications and experience of the members of the committee; and

(v)       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 financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

 

YES

(b)   The Audit and Risk Committee was formed on 26 August 2015, with directors appointed as members of the Committee, being Dr Reichl (Chairman), Mr Reeves and Mr Coughlan.

The role and responsibilities of the Audit and Risk Committee are outlined in Audit and Risk Committee Charter available online on the Company's website.

The Board devote time at annual board meetings to fulfilling the roles and responsibilities associated with maintaining the Company's internal audit function and arrangements with external auditors. All members of the Board are involved in the Company's audit function to ensure the proper maintenance of the entity and the integrity of all financial reporting.

Recommendation 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 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.

 

YES

The Company's Corporate Governance Plan states that a duty and responsibility of the Board is to ensure that before approving the entity's financial statements for a financial period, the CEO and CFO have declared 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.

Recommendation 4.3

A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

 

YES

The Company's Corporate Governance Plan provides that the Board must ensure the Company's external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

Principle 5: Make timely and balanced disclosure

Recommendation 5.1

A listed entity should:

(a)   have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and

(b)   disclose that policy or a summary of it.

 

YES

(a)   The Board Charter provides details of the Company's disclosure policy. In addition, Schedule 7 of the Corporate Governance Plan is entitled 'Disclosure - Continuous Disclosure' and details the Company's disclosure requirements as required by the ASX Listing Rules and other relevant legislation.

(b)   The Board Charter and Schedule 7 of the Corporate Governance Plan are available on the Company website.

Principle 6: Respect the rights of security holders

Recommendation 6.1

A listed entity should provide information about itself and its governance to investors via its website.

 

YES

Information about the Company and its governance is available in the Corporate Governance Plan which can be found on the Company's website.

Information about the Company and its governance is available in the Corporate Governance Plan which can be found on the Company website.

Recommendation 6.2

A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.

 

YES

The Company has adopted a Shareholder Communications Strategy which aims to promote and facilitate effective two-way communication with investors. The Shareholder Communications Strategy outlines a range of ways in which information is communicated to shareholders.

The Shareholder Communications Strategy can be found in Schedule 10 of the Board Charter which is available on the Company website.

Recommendation 6.3

A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

 

YES

The Shareholder Communications Strategy  states that as a part of the Company's developing investor relations program, Shareholders can register with the Company Secretary to receive email notifications of when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports.  Links are made available to the Company's website on which all information provided to the ASX is immediately posted.

Shareholders are encouraged to participate at all EGMs and AGMs of the Company. Upon the despatch of any notice of meeting to Shareholders, the Company Secretary shall send out material with that notice of meeting stating that all Shareholders are encouraged to participate at the meeting.

Recommendation 6.4

A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.

 

YES

Security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX.

Shareholders queries should be referred to the Company Secretary at first instance.

Principle 7:  Recognise and manage risk

Recommendation 7.1

The board of a listed entity should:

(a)   have a committee or committees to oversee risk, each of which:

(i)      has at least three members, a majority of whom are independent directors; and

(ii)    is chaired by an independent director,

and disclose:

(iii)   the charter of the committee;

(iv)    the members of the committee; and

(v)     as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b)   if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity's risk management framework.  

 

YES

(c)    The Audit and Risk Committee was formed on 26 August 2015, with directors appointed as members of the Committee, being Dr Reichl (Chairman), Mr Reeves and Mr Coughlan.

The role and responsibilities of the Audit and Risk Committee are outlined in Schedule 3 of the Company's Corporate Governance Plan available online on the Company's website.

The Board devote time at annual board meeting to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity's risk management framework and associated internal compliance and control procedures.

Recommendation 7.2

The board or a committee of the board should:

(a)   review the entity's risk management framework with management at least annually to satisfy itself that it continues to be sound, to determine whether there have been any changes in the material business risks the entity faces and to ensure that they remain within the risk appetite set by the board; and

(b)   disclose in relation to each reporting period, whether such a review has taken place.

 

YES

(a)     The Company process for risk management and internal compliance includes a requirement to identify and measure risk, monitor the environment for emerging factors and trends that affect these risks, formulate risk management strategies and monitor the performance of risk management systems.  Schedule 8 of the Corporate Governance Plan is entitled 'Disclosure - Risk Management' and details the Company's disclosure requirements with respect to the risk management review procedure and internal compliance and controls.

(b)     The Board Charter requires the Board to disclose the number of times the Board met throughout the relevant reporting period, and the individual attendances of the members at those meetings. Details of the meetings will be provided in the Company's Annual Report. 

Recommendation 7.3

A listed entity should disclose:

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

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

 

YES

Schedule 3 of the Company's Corporate Plan provides for the internal audit function of the Company. The Board Charter outlines the monitoring, review and assessment of a range of internal audit functions and procedures.

Recommendation 7.4

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

 

YES

Schedule 3 of the Company's Corporate Plan details the Company's risk management systems which assist in identifying and managing potential or apparent business, economic, environmental and social sustainability risks (if appropriate). Review of the Company's risk management framework is conducted at least annually and reports are continually created by management on the efficiency and effectiveness of the Company's risk management framework and associated internal compliance and control procedures.

Principle 8: Remunerate fairly and responsibly

Recommendation 8.1

The board of a listed entity should:

(a)   have a remuneration committee which:

(i)       has at least three members, a majority of whom are independent directors; and

(ii)      is chaired by an independent director,

and disclose:

(iii)    the charter of the committee;

(iv)     the members of the committee; and

(v)       as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b)   if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

 

YES

The Remuneration Committee was formed on 26 August 2015, with directors appointed as members of the Committee, being Mr Reeves (Chairman), Mr Coughlan and Dr Reichl.

The role and responsibilities of the Remuneration Committee are outlined in Remuneration Committee Charter available online on the Company's website.

The Board devote time at annual board meetings to fulfilling the roles and responsibilities associated with setting the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

 

Recommendation 8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives and ensure that the different roles and responsibilities of non-executive directors compared to executive directors and other senior executives are reflected in the level and composition of their remuneration.

 

YES

The Company's Corporate Governance Plan requires the Board to disclose its policies and practices regarding the remuneration of non-executive, executive and other senior directors.

Recommendation 8.3

A listed entity which has an equity-based remuneration scheme should:

(a)   have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

(b)   disclose that policy or a summary of it.

 

YES

(a)   Company's Corporate Governance Plan states that the Board is required to review, manage and disclose the policy (if any) 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. The Board must review and approve any equity based plans.

(b)   A copy of the Company's Corporate Governance Plan is available on the Company's website.

 

 

ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES

 

The following additional information is required by the Australian Securities Exchange Ltd in respect of listed public companies only.

 

1   

Shareholding as at  26 September 2016

 

(a) 

Distribution of Shareholders

 

 

 

Number

 

 

Category (size of holding)

of Shareholders

 

 

1 - 1,000

25

 

 

1,001 - 5,000

115

 

 

5,001 - 10,000

150

 

 

10,001 - 100,000

243

 

 

100,001 - and over

84

 

 

 

617

 

(b) 

The number of shareholdings held in less than marketable parcels is 36.

 

 

 

 

 

 

(c) 

Voting Rights

 

 

The voting rights attached to each class of equity security are as follows:

 

 

CDIs

 

 

-

Each CDI is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.

 

 

 

(d) 

20 Largest Shareholders - CDIs as at 26 September 2016

 

 

Name

 

Number of

CDIs Held

% Held of

 Issued Ordinary Capital

1.

COMPUTERSHARE COMPANY NOMINEES LTD

22,897,442

18.86

 

2.

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED

20,007,277

16.48

 

3.

ARMCO BARRIERS PTY LTD

12,300,000

10.13

 

4.

MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED

8,684,782

7.15

 

5.

INSWINGER HOLDINGS PTY LTD

8,500,000

7.00

 

6.

J P MORGAN NOMINEES AUSTRALIA LIMITED

3,985,619

3.28

 

7.

MRS ELEANOR JEAN REEVES <ELANWI A/C>

3,720,244

3.06

 

8.

COURT SECURITIES PTY LTD

2,815,000

2.32

 

9.

MR NEIL THACKER MACLACHLAN

2,000,000

1.65

 

10.

M & K KORKIDAS PTY LTD <M&K KORKIDAS P/L S/FUND A/C>

1,600,000

1.32

 

11.

HEREFORD GROUP LIMITED

1,571,429

1.29

 

12.

RODINIA GEOLOGICAL SERVICES PTY LTD

1,299,776

1.07

 

13.

WB NOMINEES LIMITED

1,286,079

1.06

 

14.

LICHTER SERVICES PTY LTD <LICHTER FAMILY S/F A/C>

1,160,747

0.96

 

15.

MR BRIAN MICHAEL MORITZ

1,113,554

0.92

 

16.

HANA VANOVA

928,672

0.76

 

17.

DR JONATHAN LLOYD LICHTER

840,000

0.69

 

18.

MR CRAIG BARTLE

800,000

0.66

 

19.

MR THOMAS MASAICHI COVENEY

800,000

0.66

 

20.

ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD <CUSTODIAN A/C>

789,708

0.65

 

 

 

97,100,329

79.97

 

 

 

 

2   

The name of the Company Secretary is Ms Julia Beckett.

 

 

 

 

3   

The address of the principal registered office in Australia is Suite 12, Level 1, 11 Ventnor Avenue, West Perth WA 6005. Telephone +61 8 6141-3500.

 

 

 

 

4   

Registers of securities are held at the following addresses

Computershare Investor Services Limited

Level 11

172 St Georges Terrace

Perth, Western Australia 6000

 

 

 

 

 

5   

Securities Exchange Listing

 

 

Quotation has been granted for all the CDIs of the Company on all Member Exchanges of the Australian Securities Exchange Limited.

 

 

 

6   

Unquoted Securities

 

 

Options over Unissued Shares

 

 

A total of 5,750,000 options over unissued CDIs are on issue.

 

 

A total of 1,000,000 Warrants over unissued CDIs are on issue.

 

 

 

 

7   

Use of Funds

The Company has used its funds in accordance with its initial business objectives.

 

                         

 

 

TENEMENT SCHEDULE

 

Project Location

Project

Cinovec

Czech Republic

Cinovec 2

Czech Republic

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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