Metal Bank Limited and its controlled entities

Transcription

1 ABN Metal Bank Limited and its controlled entities Annual Financial Report For the year ended 30 June 2015

2 CONTENTS Letter from the Chair 1 Review of Operations 2 12 Corporate Governance 13 Directors Report Auditor s Independence Declaration 21 Consolidated Statement of Comprehensive Income 22 Consolidated Statement of Financial Position 23 Consolidated Statement of Changes in Equity 24 Consolidated Statement of Cash Flows 25 Notes to the Financial Statements Directors Declaration 50 Independent Audit Report to the Members of Metal Bank Limited Additional Information for Listed Companies Corporate Directory 56

3 LETTER FROM THE CHAIR Dear Shareholder On behalf of the Directors of Metal Bank Limited (Metal Bank, MBK or the Company), I am pleased to report on the activities of the Company for the year ended 30 June Following a lengthy negotiation the Company secured a joint venture deal over the Mason Valley Copper Project in February The project is central to the world class Yerington copper district in Nevada USA, and covers four main historical high grade underground copper mines. Exploration work commenced immediately with MBK s focus targeting extensions of the known orebodies and new targets along strike and at depth. Results to date have been encouraging and further drilling is planned in the second half of Further progress has also been made on the Triumph and Eidsvold gold projects in Queensland with a new high grade target being defined at the Triumph Bald Hill prospect. Further high priority targets at both projects remain and will be progressed in the year ahead dependent on available resources. Most commodity prices declined in the second quarter of 2015 due to ample supplies and weak demand. Capital markets for resources remained difficult throughout the financial year. Notwithstanding these difficulties the Company raised $760,000 in equity and US$500,000 in loan funding during the year. The Company is confident that it has a portfolio of quality projects, and will remain alert for other opportunities that may arise which, through further development, will add value to shareholders. On behalf of the Board of Directors I would like to thank shareholders for their ongoing support. Yours faithfully, Inés Scotland Non-executive Chair 21 September

4 REVIEW OF OPERATIONS REVIEW OF OPERATIONS The operations of the consolidated entity during the year are as described below: Figure 1: Metal Bank Limited Current Project Locations Metal Bank Limited is focused on copper exploration in Nevada, USA and gold exploration in Queensland, Australia with emphasis on brownfield s exploration programmes around historical mines. Refer to Figure 1 above. Copper Mason Valley Copper Project (JV - MBK earning up to 80%) MBK entered into a Joint Venture ( JV ) with GRG International in early 2015 covering the Mason Valley Copper Project which encompasses four main historical underground copper mines within the world class Yerington copper district, in Nevada, USA. Refer to Figure 2. Mason Valley Copper Project ( Project ) is prospective for high grade copper mineralisation (historical average mined grades of between 2% to 6% copper). The Project includes four main mining centres with numerous smaller mines held under 10km 2 of contiguous mining claims. The Mason Valley mines closed prematurely with the onset of the Great Depression and never reopened, in part due to fractured ownership. Initial exploration has identified large untested copper systems including the Bluestone Prospect where channel rock chip sampling returning high grade copper results associated with breccia style mineral system. Significant channel rock samples from the bluestone Prospect include: 2.68% Cu including 3.05% Cu % Cu including 3.8% Cu and 2.94% Cu 2 1 MBK ASX Release 21 April MBK ASX Release 21 April

5 REVIEW OF OPERATIONS Drilling commenced on the Project subsequent to the 30 June 2015 with high grade copper results reported in August 2015 highlighting new potential at the Bluestone Prospect and the Malachite Prospects with results including: Bluestone Prospect % Cu from surface including 2.34% Cu from 8m 3.52% Cu from 20m 2.69% Cu from 35m Malachite Prospect % Cu from 54m including 2.75% Cu from 61m Geological modelling and compilation of underground mining plans on the Mason Valley mine have been completed in preparation for an initial drilling programme to target the extensions to the high grade copper mine. Under the terms of the JV MBK will sole fund exploration to 31 March 2016, with a minimum commitment of US$1M (including an up-front payment of US$250,000) and may withdraw at any time after meeting this commitment. After meeting the initial commitment, MBK may then elect to form a Joint Venture which includes the right to earn up to 80% in the Project over 6 years subject to meeting expenditure commitments totalling US$14M and completion of a bankable feasibility study and making additional consideration payments of US$9.5M comprising both cash and the issue of MBK shares (subject to shareholder approval, if required). MBK will manage the Project and the JV. Further detail regarding the terms of the JV are provided in MBK ASX release dated 04 February Figure 2: Showing location of the major copper deposits in the Yerington copper district and location of the Project. Nevada is globally renowned as a mining-friendly jurisdiction with significant production from many large Carlin style gold mines, it is also ranked 4th for copper production in the USA, with the USA ranking 4th in global copper production behind Chile, China and Peru. 5 3 MBK ASX Release 30 July 2015 and MBK ASX Release 18 August MBK ASX Release 17 August

6 REVIEW OF OPERATIONS The Yerington camp is a significant copper district with world class statistics supported by a resource base of over 12Mt of copper 6 and past production of approximately 1Mt of copper. Mineralisation within the Yerington copper district is intimately associated with the Yerington batholith creating large scale porphyry style deposits together with associated skarn style deposits. The Project consists of numerous historical underground mines from which four of the mines for which historical documentation is currently available collectively produced approximately 3.8Mt at a grade of 1.5% to 6.2% copper from 1910 to The closure of these mines coincided with the onset of the Great Depression. Priority targets within the Project are shown in Figure 4. Figure 3: Stoping in the Mason Valley mine circa The mines are rich in history with the Mason Valley mine originally owned and developed by Colonel William Boyce Thompson (founder of Newmont). Figure 4: Priority targets within the Mason valley Copper Project. 5 Source 6 Source: Nevada Copper, Entrée Gold and Quaterra Resources NI reports 4

7 REVIEW OF OPERATIONS Gold ± Copper MBK is also focused on advancing three intrusion related gold systems (IRGS) within the northern New England Orogen of eastern Australia (Figure 5). This region hosts several gold mines including the Cracow (3Moz Au), Mt Rawdon (2Moz Au) gold mines and Mt Carlton gold-silver-copper mine (1.4Moz AuEq) as well as the historical Mt Morgan deposit (8Moz Au). Refer to Figure 6 showing the intrusion related gold model and MBK projects. Figure 5: Location of MBK gold/copper projects in Eastern Australia. Figure 6: Intrusive related gold deposit styles showing MBK projects. 5

8 Triumph Project (100% MBK) REVIEW OF OPERATIONS The Triumph project (356km 2 ) is centred about the historical high grade Norton goldfield (mined in the late 1800 s and again in the 1990 s) located between Mt Rawdon (2Moz Au) gold mine and the historical Mt Morgan (8Moz Au and 0.4Mt Cu) mine in the Northern New England Orogen, south east Queensland (Figure 5). In 2010 MBK embarked on a strategy involving an extensive greenfields exploration programme in and around the 1km 2 historical Norton goldfield after reprocessing regional magnetics data which highlighted that the hydrothermal system was potentially much larger than previously recognised. Results now highlight a gold camp extending over 15km 2, of which approximately 90% is concealed beneath shallow sedimentary cover rocks (<10m thick), masking the prospective basement rocks (Figure 7). The Triumph gold mineralisation is a part of a large intrusion related system and has many similarities to a number of gold deposits in eastern Australia including Mt Leyshon (3.5Moz), Kidston (3.7Moz), and Ravenswood (3Moz). A recent structural reconstruction of the 15km 2 gold camp has identified a central magnetic low interpreted to represent the felsic intrusive phase or engine room driving the gold system (Central Target). The target is dominantly concealed beneath shallow sedimentary cover (<10m thick) and is rimmed by several historical high grade underground gold workings as well as the small Norton mining lease (0.2km 2 ) where a 38,800 oz Au JORC resource 7 has been identified (excluded from MBK tenure). A recent review has identified the interpreted centre of the Triumph gold camp. The target is concealed beneath shallow sedimentary cover (<10m thick) and is rimmed by several historical high grade gold, underground mine workings. Initial drilling is planned to test prospective structural ± alteration targets beneath the shallow cover. Alluvial gold may also be present within the cover sediments and could also provide vectors towards a buried/blind gold system at the centre of the 15km 2 Triumph gold camp. A structural reconstruction of the gold camp has identified a magnetic low central to the gold camp (Central Target) which is interpreted to represent the felsic intrusive phase or engine room driving the gold system. Refer to Figure 8 showing the location of the Central Target and structural offset by the Norton fault and to Figure 9 and Figure 10 showing the structural reconstruction highlighting the magnetic low central to the system. Potential exists for high grade gold mineralisation to occur within and next to the Central Target which is almost completely concealed by shallow sedimentary cover. High grade gold mineralisation has been identified from rock chip samples in the limited basement exposure (Figure 7) as well as in limited drilling (Figure 10). Several structural / alteration targets are planned to be drilled in the next phase of exploration. The discovery of gold bearing gravels within the cover sediments adjacent to Bald Hill 4.4g/t Au from 6m) 8 during recent drilling represents the first systematic sampling of the cover profile. The distribution of gold bearing gravels in the cover sediments has the potential to provide vectors towards undercover gold mineralisation. Drilling this year at Bald Hill has identified a higher grade gold zone enveloped by a low grade gold halo within an extensive hydrothermal alteration system. Best drill result to date includes 3.6 g/t Au 9 with further drilling required to confirm the geometry of the high grade mineralisation (Figure 11). 7 MNM ASX release 15 May MBK ASX Release 22 July MBK ASX Release 22 July

9 REVIEW OF OPERATIONS Figure 7: Triumph gold camp showing priority targets ML Figure 8: Central Target with magnetic low interpreted as the engine room driving the gold system offset by the Norton fault. 7

10 REVIEW OF OPERATIONS ML Figure 9: Structural reconstruction of the Central Target showing the magnetic low central to the gold system and almost completely concealed by shallow cover sediment. ML Figure 10: Structural reconstruction of the Central Target showing high grade gold intersected in the previous drilling peripheral to the magnetic low. 8

11 REVIEW OF OPERATIONS Figure 11: Bald Hill long section showing high grade gold zone. 9

12 Eidsvold Project (100% MBK) REVIEW OF OPERATIONS The Eidsvold project (658km 2 ) is centred on the historical Eidsvold goldfield (100,000oz Au mined in the early 1900 s) within the Eidsvold intrusive complex, located between the Cracow (3Moz Au) and Mt Rawdon (2Moz Au) gold mines in the Northern New England Orogen. Refer to Figure 5 showing the location of the Eidsvold Project. Exploration by MBK in early 2014 led to the discovery of high grade gold mineralisation on the project including 17.45g/t Au, 90g/t Ag, and 2.5% Cu 10 (Mt Brady prospect) as part of an intrusion related gold system which confirms the Company s exploration model and importantly opens up the potential of the entire Eidsvold intrusive complex (250km 2 ) which is almost entirely concealed beneath sedimentary cover (Figure 12). Exploration by Metal Bank has shown the Eidsvold Intrusive Complex (granodioritediorite-gabbro) to represent an overlooked and highly prospective intrusion related gold district with initial drill results returning high grade mineralisation. A detailed airborne magnetics survey is planned to be completed over the targets identified prior to drill testing. One of the Company s key exploration tools is the use of airborne magnetics data to identify highly prospective zones of magnetite destructive alteration which are likely to be associated with the intrusion related gold mineralisation within the Eidsvold intrusive complex. A reinterpretation of airborne magnetics on the project following the discovery of high grade mineralisation at Mt Brady has allowed targets to be refined including the identification of new targets on the project. Figure 12: Location of priority target areas on regional geology summary Mt Mackenzie Project (100% MBK) The project lies approximately 40km north east of the Mt Carlton mining operation Au-Ag-Cu (Evolution Mining), refer to Figure 5. The target for the project is porphyry style Cu-Mo-Au mineralisation associated with regional NW trending structures. A detailed review of the historical exploration data has identified several Cu- Mo anomalies (no historical Au analysis) which have received limited previous follow-up and which represent priority targets for MBK. The Mt MacKenzie project is located 40km NE of the Mt Carlton Au-Ag-Cu mining operation owned by Evolution Mining, an operation that produces approximately 85,000 gold equivalent ounces per year. 10 MBK ASX Release 15 April

13 REVIEW OF OPERATIONS Compilation of historical porphyry copper exploration data from the 1970 s covering the Mt Mackenzie Project has led to the recognition of a copper-molybdenum porphyry style mineral system which has never been sampled for gold or silver. The historical data defines coincident copper (to 1000ppm Cu) and molybdenum (to 105ppm Mo) soil anomalies associated with porphyry style mineralisation within an area of approximately 800m x 800m; the anomalies being open (Figure 13). Geological mapping over the soil anomalies completed as part of the historical exploration highlights broad areas of silica-sericite-pyrite alteration as part of the porphyry mineral system. Two shallow drill holes (<150m) completed in the 1970 s intersected intense alteration but did not explain the source of the copper and molybdenum soil anomalies. 3D view Cu soil data 3D view Mo soil data Figure 13: Left figure 3D view of historical copper soils green contour 100ppm to 500ppm Cu, purple contour 500ppm to 1000ppm Cu. Right figure 3D view of historical molybdenum soils (blue contour 10ppm to 30ppm Mo, red contour 30ppm to 105ppm Mo). Many large porphyry style gold deposits in eastern Australia contain elevated copper and molybdenum with examples including the Mt Leyshon (3.5Moz Au) and Kidston (3.7Moz Au) deposits. MBK is planning an initial exploration programme to assess the porphyry gold-copper-molybdenum potential. Spinifex Ridge East (80% MBK) After reviewing this project Metal Bank determined that it did not fit within the exploration strategy going forward and the project was sold during the year for $75,000. A total of $50,000 cash was paid upon signing of the sale agreement and a further $25,000 cash was payable upon successful renewal of the tenement by the buyer. The project is located in the Pilbara region of Western Australia. Anthony Schreck Executive Director 21 September

14 REVIEW OF OPERATIONS Schedule of Tenements Mining Tenements Location Percentage Interest Roar Resources Pty Ltd (Wholly Owned Subsidiary) Triumph Project EPM Queensland 100% EPM Queensland 100% Eidsvold Project EPM Queensland 100% EPM Queensland 100% EPM Queensland 100% Metal Bank Limited (100% Owned) EPM15668 Mount McKenzie, QLD 100% EPM Exploration Permit Competent Persons Statement The information in this Report that relates to Exploration Results is based on information compiled or reviewed by Mr Tony Schreck, who is a Member of The Australasian Institute of Geoscientists. Mr Schreck is an employee of the Company. Mr Schreck has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Schreck consents to the inclusion in the Report of the matters based on his information in the form and context in which it applies. The Exploration Targets described in this report are conceptual in nature and there is insufficient information to establish whether further exploration will result in the determination of Mineral Resources. Any resources referred to in this report are not based on estimations of Ore Reserves or Mineral Resources made in accordance with the JORC Code and caution should be exercised in any external technical or economic evaluation. 12

15 CORPORATE GOVERNANCE Metal Bank Limited ( Metal Bank ), through its board and executives, recognises the need to establish and maintain corporate governance policies and practices that reflect the requirements of the market regulators and participants, and the expectations of members and others who deal with Metal Bank. These policies and practices remain under constant review as the corporate governance environment and good practices evolve. ASX Corporate Governance Principles and Recommendations The third edition of ASX Corporate Governance Council Principles and Recommendations (the Principles ) sets out recommended corporate governance practices for entities listed on the ASX. The Company has issued a Corporate Governance Statement which discloses the Company s corporate governance practices and the extent to which the Company has followed the recommendations set out in the Principles. The Corporate Governance Statement was approved by the Board on 21 September 2015 and is available on the Company s website: 13

16 DIRECTORS REPORT Your directors present their report on Metal Bank Limited and its subsidiaries (Consolidated Entity or the Group) for the year ended 30 June DIRECTORS The names of directors in office at any time during or since the end of the year are: Current Directors INĖS SCOTLAND NON-EXECUTIVE CHAIR B App Sc Ms Scotland was most recently the Managing Director and CEO of Ivanhoe Australia, an ASX listed entity with a market capitalisation of $500m. Prior to this Ms Scotland was the Managing Director and CEO of Citadel Resource Group Limited. Ms Scotland was a founding shareholder of Citadel and was its managing director through its growth, until its acquisition by Equinox Minerals in January At the time of acquisition by Equinox, Citadel was developing the Jabal Sayid Copper Project in Saudi Arabia, had a market capitalisation of $1.3B and had raised more than $380m on the equity markets. Ms Scotland has worked in the mining industry for over 20 years for large scale gold and copper companies in Australia, Papua New Guinea, USA and the Middle East. This has included working for Rio Tinto companies, Comalco, Lihir and Kennecott Utah Copper. Appointed 13 August Other current public company directorships: None Former directorships in the last 3 years: St Barbara Limited Ivanhoe Australia Limited Citadel Resource Group Limited ANTHONY SCHRECK EXECUTIVE DIRECTOR B App Sc(Geol), GDipSc (Econ Geol), MAIG Mr Schreck has 25 years of mineral exploration experience in Australia and the South West Pacific region (Solomon Islands). He has managed large exploration projects in challenging terrains for major companies including North Flinders Mines, Normandy, Newmont, Anglo Gold Ashanti and Xstrata. Mr Schreck is credited with the grassroots discovery of the multi-million ounce Twin Bonanza gold system (Buccaneer and Old Pirate gold deposits) in the Northern Territory. He has been key in the successful startup and management of a number of private resource companies. Appointed 29 November Mr Schreck has held no other current public company directorships or former directorships in the last 3 years. GUY ROBERTSON EXECUTIVE DIRECTOR B Com (Hons), CA. Mr Robertson has more than 30 years experience as Chief Financial Officer, Company Secretary and Director of both public and private companies in Australia and Hong Kong. Previous roles included Chief Financial Officer/GM Finance of Jardine Lloyd Thompson, Colliers International Limited and Franklins Limited. 14

17 DIRECTORS REPORT GUY ROBERTSON (CONTINUED) Mr Robertson has over 6 years experience in ASX listed mineral exploration companies and is currently a Director of Estrella Resources Limited and was previously a director of Artemis Resources Limited and Hastings Rare Metals Limited. Appointed 17 September Former directorships in the last 3 years: Hastings Rare Metals Limited Artemis Resources Limited Secretary SUE-ANN HIGGINS (Company Secretary) BA LLB Hons ACIS GAICD Ms Higgins is an experienced company executive who has worked for over 25 years in the mining industry including in senior legal and commercial roles with ARCO Coal Australia Inc, WMC Resources Ltd, Oxiana Limited and Citadel Resource Group Limited. Ms Higgins has extensive experience in governance and compliance, mergers and acquisitions, equity capital markets and mineral exploration, development and operations. Appointed 21 August 2013 Interest in the shares and options of the Company As at the date of this report, the interests of the directors in the shares and options of Metal Bank Limited were: Ordinary Shares Options Performance Rights Inés Scotland 37,585, Anthony Schreck 12,063,492 9,000,000 6,355,932 Guy Robertson SIGNIFICANT CHANGES IN STATE OF AFFAIRS Other than as outlined in the Chairman s report, there were no significant changes in the state of affairs of the Company during the year. PRINCIPAL ACTIVITIES The principal activity of the Company during the financial year was mineral exploration. There have been no significant changes in the nature of the Company s principal activities during the financial year. SIGNIFICANT AFTER BALANCE SHEET DATE EVENTS Subsequent to balance date the Company raised $350,000 through the issue of 23,333,333 new shares and has a commitment for a further $150,000 or 10,000,000 shares subject to shareholder approval. Other than as outlined above there are no matters or circumstances that have arisen since the end of the financial period that have significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years. 15

18 DIRECTORS REPORT LIKELY FUTURE DEVELOPMENTS AND EXPECTED RESULTS The primary objective of Metal Bank is to continue its exploration activities at the Mason Valley Copper Project in Nevada, USA and on its current projects in Australia, Triumph, Eidsvold and Mt Mackenzie. The material business risks faced by the Company that are likely to have an effect on the financial prospects of the Company, and how the Company manages these risks, are: Future Capital Needs the Company does not currently generate cash from its operations. The Company will require further funding in order to meet its corporate expenses, continue its exploration activities and complete studies necessary to assess the economic viability of its projects. The Company s financial position is monitored on a regular basis and processes put into place to ensure that fund raising activities will be conducted in a timely manner to ensure the Company has sufficient funds to conduct its activities. Exploration and Developments Risks the Company may fail to discover mineral deposits on its projects and once determined, there is a risk that the Company s mineral deposits may not be economically viable. The Company employs geologists and other technical specialists, and engages external consultants where appropriate to address this risk. Commodity Price Risk as a Company which is focused on the exploration of gold and base and precious metals, it is exposed to movements in the price of these commodities. The Company monitors historical and forecast price information from a range of sources in order to inform its planning and decision making. PERFORMANCE IN RELATION TO ENVIRONMENTAL REGULATION The consolidated entity will comply with its obligations in relation to environmental regulation on its Western Australian and Queensland projects and the Mason Valley Copper Project and when it undertakes exploration in the future. The Directors are not aware of any breaches of any environmental regulations during the period covered by this report. OPERATING RESULTS AND FINANCIAL REVIEW The loss of the consolidated entity after providing for income tax amounted to $965,138 (2014: loss of $1,095,726). The result for the year was impacted by the following: The Group s operating income decreased to $6,415 (2014-$49,156) primarily the result of a reduction in interest income given greater funds on hand. Expenses decreased to $971,553 (2014-$1,144,882). Current year expenses include a write down of $431,517 on disposal of the Spinifex Ridge East project. Exploration costs increased to $4,057,883 (2014- $3,425,211) reflecting primarily the acquisition of the farm in right to the Mason Valley Copper Project and the exploration activity on this project. Net assets decreased to $3,889,271 (2014-$4,056,909) reflecting a capital raise of $760,000 and the result for the year. 16

19 DIVIDENDS PAID OR RECOMMENDED DIRECTORS REPORT The directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a dividend to the date of this report. REMUNERATION REPORT Remuneration Policy The Board determines, on a case by case basis, the terms and conditions of employment of company executives and consultants, including remuneration. The Board s policy for determining the nature and amount of remuneration for Board members and executives (Remuneration Policy) is as follows: the terms and conditions for the executive directors and other senior staff members, are developed by the Chair and Company Secretary and approved by the Board; remuneration for directors and senior executives is determined and reviewed by the Board by reference to the Company s performance, the individual s performance, as well as comparable information from listed companies in similar industries; in determining competitive remuneration rates, the Board may seek independent advice on local and international trends among comparative companies and industry generally. It examines terms and conditions for employee incentive schemes, benefit plans and share plans. Independent advice may be obtained to confirm that executive remuneration is in line with market practice and is reasonable in the context of Australian executive reward practices; the Company is a mineral exploration company and does not generate cash from its operations. In order to preserve cash for exploration activities, the Board has determined, where possible, to pay a base remuneration less than market rates to its executive directors, employees and individual contractors with base remuneration to be supplemented by options and performance incentives to ensure attraction, retention and ongoing incentives for its directors and executives; all remuneration paid to directors is valued at the cost to the Company and expensed. Where appropriate, shares given to directors and executives are valued as the difference between the market price of those shares and the amount paid by the director or executive. Options are valued using the Black-Scholes methodology. issue of performance rights are subject to the terms of Metal Bank Performance Rights Plan and their vesting is subject to vesting conditions and performance hurdles relating to the performance of both the Company and the individual as determined and assessed by the Board; the Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The Board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. DIRECTORS' AND EXECUTIVE OFFICERS EMOLUMENTS (a) Details of Directors and Key Management Personnel (i) Current Directors Inés Scotland Non-Executive Chair (appointed 13 August 2013) Anthony Schreck Executive Director (appointed 29 November 2013) Guy Robertson Executive Director (appointed 17 September 2012) (ii) (iii) Company Secretary Sue-Ann Higgins (appointed 21 August 2013) Key Management Personnel Nil Other than the directors and the company secretary, the Company had no Key Management Personnel for the financial year ended 30 June

20 DIRECTORS REPORT Directors remuneration and other terms of employment are reviewed annually by the Board having regard to performance against goals set at the start of the year, relative comparative information and independent expert advice, where appropriate. Except as detailed in Notes (a) (c) to the Remuneration Report, no director or officer has received or become entitled to receive, during or since the financial year, a benefit because of a contract made by the Company or a related body corporate with a director, a firm of which a director is a member or an entity in which a director has a substantial financial interest. This statement excludes a benefit included in the aggregate amount of emoluments received or due and receivable by directors and shown in Notes (a) (c) to the Remuneration Report, prepared in accordance with the Corporations Regulations, or the fixed salary of a full time employee of the Company. (b) Remuneration of Directors and Key Management Personnel Remuneration Policy The Company s Remuneration Policy is outlined above. Remuneration of Directors of the Group and Key Management Personnel is set out below. Parent & Group Key Management Personnel Base Salary and Fees Share Based Payments¹ Total Base Salary and Fees Share Based Payments Superannuation Superannuation Total I. Scotland 38,139-3,624 41,763 40,566-3,752 44,318 A. Schreck 155,000 37,500 14, ,225 87,500 82,512 8, ,106 G. Robertson 50, ,000 60, ,828 S. Higgins 109, ,230 59, ,908 G. Frangeskides , ,160 A. Ho , ,731 Totals 352,369 37,500 18, , ,693 82,512 11, ,051 ¹Performance rights were granted to Tony Schreck, the executive director responsible for the Company s exploration activities on 2 July Details of the number and terms of the performance rights issued are set out in Note (c) below. There are no other employment benefits, either short term, post-employment or long term, non-monetary or otherwise other than those outlined above. (c) Employee Related Share-based compensation Options To ensure that the Company has appropriate mechanisms to continue to attract and retain the services of directors and employees of a high calibre, the Company has a policy of issuing options that are exercisable in the future at a certain fixed price. No options were issued to employees or to directors or executives as part of their remuneration for the year ended 30 June

21 DIRECTORS REPORT Performance Rights The Metal Bank Performance Rights Plan (the Rights Plan) and issue of securities under the Rights Plan was first approved by shareholders at the Annual General Meeting of the Company held on 30 November To be eligible to participate in the Rights Plan, a person must be a full or part time employee, contractor or consultant (approved by the Board) of the Company or any subsidiary of the Company or a director. No performance rights were issued under the Rights Plan during the reporting period. Shareholder approval was sought and obtained in accordance with Listing Rule at the Extraordinary General Meeting of the Company held on 25 June 2015 for the issue of 6,355,932 Performance Rights (Rights) under the Rights Plan to executive director, Tony Schreck, and to the issue of shares on the exercise of such Rights subject to satisfaction of the applicable vesting conditions and performance hurdles. The Rights were issued to Mr Schreck on 2 July In deciding on the quantum of Rights to be issued to Mr Schreck, the Board considered that a number of shares equivalent to 50% of his base salary, based on a share price of 1.18 cents (being the 30 day VWAP at the date of Board approval of the offer of Rights) would be appropriate. Mr Schreck has not received any cash bonuses or other remuneration other than his base salary plus superannuation. Based on this and given the Company's circumstances and having regard to the performance hurdles on vesting of the Rights the Board considered that the allocation of Rights was reasonable and appropriate. No consideration was payable for the Rights and no consideration is payable upon issue of shares upon satisfaction of the vesting conditions associated with the Rights. The Rights are subject to the following Vesting Conditions which must be satisfied to the satisfaction of the Board (in its discretion), or waived by the Board: (a) (b) Mr Schreck remaining employed by the Company or one of its subsidiaries for the duration of the Performance Period; and Mr Schreck meeting the following performance hurdles during the Performance Period, in respect of the percentage of Rights allocated to each hurdle: Vesting of 50% of the Rights is subject to the 60 day VWAP of the Company s share price on the vesting date being a 200% increase on the 30 day VWAP of 1.18 cents at the date of approval of the offer of Performance Rights by the Board; Vesting of 30% of the Rights is subject to the Company obtaining sufficient indications from drilling in Year 1 of the Mason Valley Copper Project Joint Venture (MVCP JV) that copper resource potential exists to support a decision by the Board to continue beyond year one of the MVCP JV; Vesting of 10% of the Rights is subject to improvement in safety standards and culture within the company and regulatory compliance; and Vesting of the remaining 10% of the Rights is subject to the Company continuing to maintain a high level of technical assessment and input from external consultants on the MVCP JV and other exploration projects of the Company. The Performance Period commenced on the date on which the Board initially approved the allocation of Rights, being 10 March 2015, and will end at 5.00pm (Melbourne time) on 9 March The Rights expire at 5.00pm (Melbourne time) on 9 April Rights will expire before this date if Vesting Conditions are not satisfied or waived. Performance will be assessed by the Board or a subcommittee of the board formed for this purpose. Shares allocated following the exercise of Performance Rights will not be subject to any restrictions on disposal subject to observance of the Company s Securities Trading Policy in dealing with shares. 19

22 DIRECTORS REPORT MEETINGS OF DIRECTORS The number of directors' meetings (including committees) held during the financial period, each director who held office during the financial period and the number of meetings attended by each director are: Director Directors Meetings Number Eligible Meetings Attended to Attend I. Scotland 5 6 A. Schreck 6 6 G. Robertson 5 6 In addition to the board meetings there were six circular resolutions by the board during the financial period. INDEMNIFYING OFFICERS In accordance with the constitution, except as may be prohibited by the Corporations Act 2001, every officer or agent of the Company shall be indemnified out of the property of the Company against any liability incurred by him or her in his or her capacity as officer or agent of the Company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal. The Company paid insurance premiums of $9,900 in July 2015 in respect of directors and officers liability. The insurance premiums relate to: costs and expenses incurred by the relevant officers in defending legal proceedings, whether civil or criminal and whatever their outcome; other liabilities that may arise from their position, with the exception of conduct involving wilful breach of duty or improper use of information to gain a personal advantage. PROCEEDINGS ON BEHALF OF COMPANY No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceeding 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. AUDITOR S INDEPENDENCE DECLARATION The lead auditor s independence declaration under Section 307C in relation to auditor s independence for the year ended 30 June 2015 has been received and can be found on the following page. NON-AUDIT SERVICES The Board of Directors advises that no non-audit services were provided by the Company s auditors during the year. This report is made in accordance with a resolution of the directors. Guy Robertson Director 21 September

23 RSM Bird Cameron Partners Level 12, 60 Castlereagh Street Sydney NSW 2000 GPO Box 5138 Sydney NSW 2001 T F AUDITOR S INDEPENDENCE DECLARATION As lead auditor for the audit of the financial report of Metal Bank Limited for the year ended 30 June 2015, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i) (ii) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and any applicable code of professional conduct in relation to the audit. RSM BIRD CAMERON PARTNERS C J HUME Partner Sydney, NSW Dated: 21 September 2015 Liability limited by a scheme approved under Professional Standards Legislation Major Offices in: Perth, Sydney, Melbourne, Adelaide, Canberra and Brisbane ABN RSM Bird Cameron Partners is a member of the RSM network. Each member of the RSM network is an independent accounting and advisory firm which practises in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

24 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015 Note $ $ Revenue 2 6,415 49,156 Administration expenses (53,331) (37,693) Personnel costs (31,064) - Compliance and regulatory expenses (48,624) (74,904) Legal fees - (31,559) Occupancy costs (4,776) (781) Marketing - (1,608) Directors fees (91,756) (140,902) Management and consulting fees (236,187) (255,203) Travel expenses (31,266) (10,097) Exploration expenditure written off (431,517) (65,787) Provision for diminution of investment - (31,250) Depreciation (532) (230) Finance costs (5,000) - Share based payments (37,500) (494,868) (LOSS) BEFORE INCOME TAX 3 (965,138) (1,095,726) Income tax expense (LOSS) FOR THE YEAR (965,138) (1,095,726) (LOSS) ATTRIBUTABLE TO MEMBERS OF METAL BANK LIMITED (965,138) (1,095,726) OTHER COMPREHENSIVE INCOME - - TOTAL COMPREHENSIVE INCOME/(LOSS) (965,138) (1,095,726) Loss for the year is attributable to: Owners of Metal Bank Limited (965,138) (1,095,726) Total Comprehensive income for the year is attributable to: Owners of Metal Bank Limited (965,138) (1,095,726) Earnings per share Basic and diluted loss per share (cents per share) 20 (0.32) (0.51) The Consolidated Statement of Profit or Loss and Other Comprehensive Income are to be read in conjunction with the attached notes 22

25 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015 Note $ $ CURRENT ASSETS Cash and cash equivalents 5 544, ,459 Trade and other receivables 6 35,975 69,750 Financial assets 7 1,250 1,250 TOTAL CURRENT ASSETS 581, ,459 NON-CURRENT ASSETS Plant and equipment 8 2,873 2,070 Exploration and evaluation expenditure 10 4,057,883 3,425,211 TOTAL NON-CURRENT ASSETS 4,060,756 3,427,281 TOTAL ASSETS 4,642,426 4,335,740 CURRENT LIABILITIES Trade and other payables , ,831 TOTAL CURRENT LIABILITIES 111, ,831 NON-CURRENT LIABILITIES Borrowings ,848 - TOTAL NON-CURRENT LIABILITIES 641,848 - TOTAL LIABILITIES 753, ,831 NET ASSETS 3,889,271 4,056,909 EQUITY Issued Capital 13 10,577,912 9,817,912 Reserves , ,885 Accumulated losses (6,863,661) (6,255,888) 3,894,271 4,056,909 TOTAL EQUITY 3,889,271 4,056,909 The Consolidated Statement of Financial Position are to be read in conjunction with the attached notes. 23

26 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2015 Issued Accumulated Capital Reserves Losses Total $ $ $ Balance as at 1 July ,817, ,885 (6,255,888) 4,056,909 Loss for the year - - (965,138) (965,138) Other comprehensive income for the year Total comprehensive income for the year - - (965,138) (965,138) Transfer to share based payments reserve - 37,500-37,500 Expiry of options - (357,365) 357,365 - Issue of share capital 760, ,000 Balance as at 30 June ,577, ,020 (6,863,661) 3,889,271 Issued Accumulated Capital Reserves Losses Total $ $ $ Balance as at 1 July ,612, ,973 (5,348,398) 514,878 Loss for the year (1,095,726) (1,095,726) Other comprehensive income for the year Total comprehensive income for the year - - (1,095,726) (1,095,726) Transfer to share based payments reserve - 432, ,148 Transfer from share based payments reserve - (188,236) 188,236 - Issue of share capital 4,438, ,438,889 Cost of share capital issued (233,280) - - (233,280) Balance as at 30 June ,817, ,885 (6,255,888) 4,056,909 The Consolidated Statement of Changes in Equity are to be read in conjunction with the attached notes. 24

27 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE $ $ CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees (471,555) (518,566) Payment for exploration and evaluation (1,273,387) (980,438) Interest received 6,415 46,720 NET CASH USED IN OPERATING ACTIVITIES 22 (1,738,527) (1,452,284) CASH FLOWS FROM INVESTING ACTIVITIES Payments for fixed assets (1,335) (2,300) Proceeds from sale of projects 50,000 - Cash on acquisition of subsidiary - 31,789 NET CASH PROVIDED BY INVESTING ACTIVITIES 48,665 29,489 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares and options 760,000 1,750,000 Proceeds from borrowings 636,848 - NET CASH PROVIDED BY FINANCING ACTIVITIES 1,396,848 1,750,000 NET (DECREASE)/INCREASE IN CASH HELD (293,014) 327,205 Cash at the beginning of the financial year 837, ,254 CASH AT THE END OF THE FINANCIAL YEAR 544, ,459 The Consolidated Statement of Cash Flows are to be read in conjunction with the attached notes. 25

28 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 This financial report includes the consolidated financial statements and notes of Metal Bank Limited and its controlled entities (Consolidated Group or Group), and a separate note on the accounts of Metal Bank Limited as the parent entity (Parent). 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PREPARATION The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated. This financial report is presented in Australian Dollars. The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. The financial report covers the Group of Metal Bank Limited and controlled entities. Metal Bank Limited is a public listed company, incorporated and domiciled in Australia. a. Principles of Consolidation The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Metal Bank Limited at the end of the reporting period. A controlled entity is any entity over which Metal Bank Limited has the ability and right to govern the financial and operating policies so as to obtain benefits from the entity s activities. Where controlled entities have entered or left the Group during the year, the financial performance of those entities is included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 9 to the financial statements. In preparing the consolidated financial statements, all inter-group balances and transactions between entities in the consolidated group have been eliminated in full on consolidation. Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are reported separately within the equity section of the consolidated statement of financial position and statement of comprehensive income. The non-controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date. Business Combinations Business combinations occur where an acquirer obtains control over one or more businesses. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is r ecognised (subject to certain limited exemptions). When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date. All transaction costs incurred in relation to the business combination are expensed to the statement of comprehensive income. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase. 26

29 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 b. Going Concern The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and liabilities in the normal course of business. As disclosed in the financial statements, the company and consolidated entity recorded operating losses of $951,727 and $965,138 respectively and the consolidated entity had net cash outflows from operating activities of $1,738,527 for the year ended 30 June The company will need to raise additional capital in order to meet its scheduled exploration expenditure requirements. These factors indicate significant uncertainty as to whether company and consolidated entity will continue as going concerns and therefore whether they will realise their assets and extinguish their liabilities in the normal course of business and at the amounts stated in the financial report. The Directors believe that the company and consolidated entities will be able to continue as going concerns and that it is appropriate to adopt that basis of accounting in the preparation of the financial report after consideration of the following factors: The consolidated entity had net current assets of $470,363 and net assets of $3,889,271 as at 30 June 2014; The cash on hand as at the date is $544,445; Subsequent to year end the company has successfully raised capital of $350,000 with a further commitment of $100,000 subject to shareholder approval (per note 24); The ability of the Company to raise further capital to enable the Company to meet scheduled exploration expenditure requirements. The company intends to raise in excess of $550,000 within the next 12 months in addition to the $350,000 and $100,000, noted above; The company has successfully raised capital of $760,000 during the year (per note 13); The directors have assessed and satisfied themselves that the company will have adequate funding over the next 12 months to meet its obligations as and when these fall due. Accordingly, the Directors believe that the company and consolidated entity will be able to continue as going concerns and that it is appropriate to adopt the going concern basis in the preparation of the financial report. The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the company and consolidated entity do not continue as going concerns. c. Adoption of New and Revised Accounting Standards Changes in accounting policies on initial application of Accounting Standards In the year ended 30 June 2015, the Group has reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period. It has been determined by Directors of the Group that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change is necessary to Group accounting policies. The Directors have also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the year ended 30 June As a result of this review the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change necessary to Group accounting policies. d. Income Taxes The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income). 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 27