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1 ZAMANCO MINERALS LIMITED 2016 ANNUAL REPORT

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3 Contents Contents CORPORATE DIRECTORY... 1 REVIEW OF OPERATIONS... 3 DIRECTORS REPORT... 4 CORPORATE GOVERNANCE STATEMENT AUDITOR S INDEPENDENCE DECLARATION STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME STATEMENT OF FINANCIAL POSITION STATEMENT OF CASH FLOWS STATEMENT OF CHANGES IN EQUITY NOTES TO THE FINANCIAL STATEMENTS DIRECTORS DECLARATION INDEPENDENT AUDIT REPORT ADDITIONAL ASX INFORMATION Zamanco Minerals Annual Report 2016

4 Corporate Directory Directors Share Registry Geoffrey Donohue Computershare Investor Services Pty Ltd Peter McIntyre Level 11 Peter Ironside 172 St Georges Terrace PERTH WA 6000 Company Secretary Peter Ironside Registered Office Auditor BDO Audit (WA) Pty Ltd 38 Station Street SUBIACO WA 6008 Bankers First Floor, 168 Stirling Highway ANZ Bank NEDLANDS WA St Quentins Avenue Telephone: (08) CLAREMONT WA 6010 Facsimile: (08) Web Page: Stock Exchange Listing Solicitors ASX Limited Steinepreis Paganin Level 40, Central Park Level 4, The Read Buildings St Georges Terrace 16 Milligan Street PERTH WA 6000 PERTH WA 6000 ASX Code: ZAM Zamanco Minerals Annual Report

5 Chairman s Report Dear Shareholder In the previous financial year, the Company completed the winddown of the onground activities in Zambia following the withdrawal from the Serenje Manganese Project. During the current year, administrative and regulatory activities were ongoing to allow for the transfer of shares and/or deregistration of all subsidiary companies. This process is now essentially complete. Several transactions of merit capable of becoming the major undertaking of the Company were considered and evaluated during the 2016 financial year. These opportunities were across a range of sectors. Zamanco directors undertake the initial fatal flaws due diligence on such opportunities at no cost other than travel, accommodation and ancillary expenses. Retention of cash remains a primary objective until a transaction becomes contractual. The Company did attempt to enter into binding term sheets on opportunities of merit on more than one occasion during However, these opportunities did not proceed to contractual agreements either due to failure to agree commercial terms and issues identified during initial due diligence process that were not resolved to the Company s satisfaction. This process remains very active and is ongoing. Should a transaction be identified as containing sufficient merit then shareholders and the market will be kept fully informed in that regard. This will include adequate disclosure to allow shareholders to make an informed decision should shareholder approval be required. ASX will also be consulted as and when required to ensure the Company remains compliant with the Listing Rules. The Company maintained a sound financial position during the 2016 financial year that should continue to afford it the time and financial resources to conclude a transaction of merit that over time may recover lost and create additional shareholder value. On behalf of the board I thank you for your continuing support. Yours Sincerely Geoff Donohue Chairman Zamanco Minerals Annual Report

6 Review of Operations OVERVIEW During the financial year, the Company finalised the divestment/and or deregistration of its remaining subsidiaries in Zambia and the deregistration of the holding company in Mauritius neared completion. As at 30 June 2016, with $3.03m in cash, the Company is in a strong financial position to identify and progress with an acquisition which may become its main undertaking. During the year, a number of potential business prospects were evaluated but with no appropriate transactions identified. Zamanco Minerals Annual Report

7 Directors Report Your Director s submit their report for the year ended 30 June DIRECTORS The Directors in office at the date of this report and at any time during the year are as follows. Directors were in office for the entire period unless otherwise stated. Geoffrey Donohue Peter McIntyre Peter Ironside INFORMATION ON DIRECTORS Geoffrey Donohue (B.Com, CPA) Chairman and Nonexecutive Director Mr Geoff Donohue has over 30 years experience at both board and senior management level within public companies and the securities industry. Mr Donohue holds a Bachelor of Commerce from James Cook University of North Queensland, Graduate Diploma in Financial Analysis from the Securities Institute of Australia and is a Certified Practicing Accountant. Other Current Directorships of Listed Companies: None. Former Directorships of Listed Companies in last three years: None. Peter McIntyre (BSc, MBA, FIEAust) Nonexecutive Director Mr Peter McIntyre has been in the mining industry for over 33 years. As an engineer, he has been involved with the development of a number of major projects, and at a corporate level he has established and steered various companies through their early stages into significant companies. As the Managing Director, he established Extract Resources Limited and grew the company from a junior explorer to an ASX100 company with a +A$2B market capitalisation at the time of his departure. Extract s success was founded on the discovery of the worldclass Rossing South uranium project in Namibia, which following development will be ranked as the second largest uranium project in the world. He was a founding director of Kalahari Minerals (AIMlisted) and was a nonexecutive director of Carbon Energy Ltd (an ASX listed company). Mr McIntyre is a chartered Civil Engineer and a Fellow, Institution of Engineers, Australia. He also completed an MBA program at the Massachusetts Institute of Technology in Boston. Other Current Directorships of Listed Companies: None. Former Directorships of Listed Companies in last three years: None. Peter Ironside (B.Com, CA) Nonexecutive Director and Company Secretary Mr Peter Ironside has a Bachelor of Commerce Degree and is a Chartered Accountant and business consultant with over 29 years experience in the exploration and mining industry. Mr Ironside has a significant level of accounting, financial compliance and corporate governance experience including corporate initiatives and capital raisings. Mr Ironside has been a Director and/or Company Secretary of several ASX listed companies including Integra Mining Limited and Extract Resources Limited (before $2.18Bn takeover) and is currently a nonexecutive director of Stavely Minerals Limited. Other Current Directorships of Listed Companies: Stavely Minerals Limited Former Directorships of Listed Companies in last three years: None. Zamanco Minerals Annual Report

8 Directors Report MEETINGS OF THE COMPANY S DIRECTORS There were five meetings of the Company s Directors held during the year ended 30 June 2016 and the number of meetings attended by each Director were: Meetings Held Meetings Attended Geoff Donohue 5 5 Peter McIntyre 5 5 Peter Ironside 5 5 Resolutions during the year were passed by a circulating resolution. DIRECTORS SHAREHOLDING INTERESTS The interest of each Director in the share capital of the Company at the date of this report is as follows: Direct Interest Fully Paid Ordinary Shares Indirect Interest Direct Interest Options Indirect Interest Geoffrey Donohue 11,479,617 Peter McIntyre 6,274,930 Peter Ironside 858,950 8,564,666 EARNINGS PER SHARE Basic Earnings Per Share was a profit of 0.20 cents (2015: loss of 0.43 cents): DIVIDENDS No dividend has been paid or declared by the Company up to the date of this report. The Directors do not recommend that any amount be paid by way of dividend. CORPORATE INFORMATION Corporate Structure Zamanco Minerals Limited is a company limited by shares that is incorporated and domiciled in Australia. Zamanco Minerals Limited had no entities under its control as at year end and the financial report has been prepared on that basis. The following entities were disposed of during the year: APG Resources Pty Ltd 100% owned Zamanco Holdings Limited (Mauritius) 100% owned Zamanco Minerals Limited (Zambia) 100% owned Zamanthree Minerals Limited (Zambia) 80% owned Nature of Operations and Principal Activities The principal activities of the Company during the financial year were: finalising the structural wind down of its interests in Zambia and Mauritius; and continuing to seek a transaction of merit capable of becoming the major undertaking of the Company. Zamanco Minerals Annual Report

9 Directors Report Review of Operations Refer to the Review of Operations preceding this Directors Report. SUMMARY OF FINANCIAL POSITION, ASSET TRANSACTIONS AND CORPORATE ACTIVITIES A summary of key financial indicators for Zamanco, with prior period comparison, is set out in the following table: Restated 30 June June 2015 $ $ Cash and cash equivalents held at year end 3,033,682 3,155,182 Net profit/(loss) for the year after tax 132,107 (276,291) Included in profit/(loss) for the year: Profit/(loss) from discontinued operations 258,055 (177,669) Basic profit/(loss) per share (cents) from continuing operations (0.20) (0.15) Net cash used in operating activities (121,500) (271,693) Net cash provided by investing activities 59,241 SIGNIFICANT CHANGES IN STATE OF AFFAIRS Significant changes in the state of affairs of the Company during the financial year are detailed on pages 2 and 3. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS Zamanco will continue to consider and evaluate transactions of merit capable of becoming the major undertaking of the Company. ENVIRONMENTAL REGULATIONS The Company s environmental obligations are regulated by the laws of the countries in which the Company has its operations. The Company has a policy to either meet or where possible, exceed its environmental obligations. No environmental breaches have been notified by any governmental agency as at the date of this report. The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use. The Directors have assessed that there are no current reporting requirements, but may be required to do so in the future. EVENTS OCCURRING AFTER THE REPORTING PERIOD There are no other matters or circumstances that have arisen since 30 June 2016 that have or may significantly affect the operations, results, or state of affairs of the Company in future financial years. REMUNERATION REPORT (AUDITED) This report details the nature and amount of remuneration for each director and executive of Zamanco Minerals Limited. The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act For the purposes of this report key management personnel of the Company are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the parent company and all key management personnel. Zamanco Minerals Annual Report

10 Directors Report Details of Key Management Personnel during the Year NonExecutive Directors Geoffrey Donohue Nonexecutive Chairman (from 5 April 2007) Peter Ironside Director (from 5 April 2007) Peter McIntyre Director (from 5 April 2007) Remuneration Governance The Board is responsible for ensuring that the Company s remuneration structures are aligned with the longterm interests of the Company and its shareholders Once the Board is of a sufficient size and structure, and the Company s operations are of a sufficient magnitude, to assist the Board in fulfilling its duties, the Board will establish a Remuneration Committee. Until that time, the Board has taken a view that the full Board will hold special meetings or sessions as required. The Board are confident that this process is stringent and full details of remuneration policies and payments are provided to shareholders in the annual report and on the Company s website. The Board has adopted the following policies for Directors and executives remuneration. A. Remuneration policy The Board of Directors maintains remuneration policies which are aimed at attracting and retaining a motivated workforce and management team. The intention is to match the outcomes from the remuneration system with the performance of the Company and ultimately the value received by our shareholders on a longterm basis. As an overall policy, the Company will remunerate in such a way that it: motivates Directors and management to pursue the longterm growth and success of the Company; and demonstrates a clear relationship between key executive performance and remuneration. B. Remuneration structure In accordance with best practice corporate governance, the structure of Nonexecutive Director and executive compensation is separate and distinct. Nonexecutive Directors Remuneration: Nonexecutive Directors fees are paid within an aggregate limit which is approved by the shareholders from time to time. This limit is currently set at $300,000. Any newly appointed Nonexecutive Directors will serve in accordance with a standard service contract, drafted by the Company s lawyers, which sets out remuneration arrangements. Retirement payments, if any, are agreed to be determined in accordance with the rules set out in the Corporations Act as at the time of the Director s retirement or termination. Nonexecutive Directors may be offered options as part of their remuneration, subject to shareholder approval. Executive Remuneration: Senior executives, including Executive Directors, are engaged under the terms of individual employment contracts. Such contracts are based upon standard terms drafted by the Company s lawyers. Executive Directors do not receive any directors fees in addition to their remuneration arrangements. Executive Directors may be offered options as part of their remuneration, subject to shareholder approval. The monetary package is divided between a base salary/consulting fee and, for nondirectors, an incentive portion if considered appropriate. Base salary/consulting fees are set to reflect the market salary for a position and individual of comparable responsibility and experience. Base salary/consulting fees are regularly compared with the external market and during recruitment activities generally. It is the policy of the Company to maintain a competitive salary structure to ensure continued availability of experienced and effective management and staff. There are no executives at this stage. There is no link between the remuneration policy and the Company s performance. Details of the nature and amount of each element of each Director, including any related company and each of the officers of the Company receiving the highest emoluments are set out in section D of this report. Zamanco Minerals Annual Report

11 Directors Report C. Service Agreements On appointment to the Board, all nonexecutive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the Board policies and terms, including compensation, relevant to the office of director. Remuneration and other terms of employment for the executive directors and the other key management personnel are also formalised in service agreements. Other major provisions of the agreements relating to remuneration are set out below. Name Term of agreement Geoffrey Donohue Nonexecutive Commenced 14 November 2007 Chairman 1 required to retire at the third annual general meeting after election. Peter Ironside Nonexecutive Director & Commenced 14 November 2007 Company Secretary 1 required to retire at the third annual general meeting after election. Peter McIntyre Nonexecutive Director 1 Commenced 14 November 2007 required to retire at the third annual general meeting after election. 1. No fees paid under service agreements for the year (2015: nil). Base salary / consulting fees Termination (at 30/6/16) benefit $26,280 None $26,280 None $26,280 None D. Details of remuneration Year Directors G Donohue J Badenhorst P Ironside T Hill P McIntyre Total Short Term Benefits Cash salary, consulting fees and movement in leave provisions $ 71,218 71,218 Directors fees $ 12,214 12,214 Post Employment Benefits Superannuation $ Total $ 12,214 71,218 83,432 1 Each of the above nonexecutive directors elected to forego remuneration payable under their service agreements in line with the Company s focus on cash preservation. 2 Fees paid to Sable S.A. of which Mr Jacques Badenhorst is a director and shareholder. Mr Jacques Badenhorst resigned on 30 September Fees paid to BaselStadt S.A of which Mr Thomas Hill is a director and shareholder. Mr Thomas Hill resigned on 30 September There were no performance related payments made during the year. Zamanco Minerals Annual Report

12 Directors Report E. Share Based Compensation There were no options granted as remuneration during 2016 or F. Equity Holdings and Movements during the Year (a) Shareholdings of Key Management Personnel 30 June 2016 Balance at Beginning of the year Net change during the year Balance at End of the year Name Direct Indirect Direct Indirect Interest Interest Interest Interest Geoffrey Donohue 1,650,000 9,829, ,000 10,829,617 Peter McIntyre 6,274,930 6,274,930 Peter Ironside 858,950 8,564, ,950 8,564,666 Total Shares 2,508,950 24,669,213 1,508,950 25,669,213 There were no shares granted during the year as compensation (2015: nil). There were no shares issued upon exercise of options (2015: nil). There were no options held by Key Management Personnel as at 30 June G. Use of Remuneration Consultants During the financial year ended 30 June 2016, the Company did not engage any external remuneration consultants to review its existing remuneration policies. H. Voting and comments made at the Company s 2015 Annual General Meeting (AGM) The Company received 100% of yes votes for its remuneration report for the 2015 financial year and received no specific feedback at the AGM or throughout the year on its remuneration policies. I. Other Transactions with Key Management Personnel Mr Peter Ironside, Director, is a shareholder and director of Ironside Pty Ltd. Ironside Pty Ltd is a shareholder of the 168 Stirling Highway Syndicate, the entity which owns the premises Zamanco occupies in Western Australia. Mr Geoff Donohue, Director, is a shareholder and director of Rembu Pty Ltd. Rembu Pty Ltd is also a shareholder of the 168 Stirling Highway Syndicate, the entity which owns the premises Zamanco occupies in Western Australia. During the year an amount of $39,416 (net of GST) (2015: $39,048) was paid for office rental at normal commercial rates. Mr Geoff Donohue, Director, is a shareholder and director of Rembu Pty Ltd. During the year an amount of $5,660 (net of GST) (2015: $5,594) was paid to the Company for office rental at normal commercial rates. This is the end of the audited remuneration report. SHARES UNDER OPTION There are no unissued ordinary shares of the Company under option at the date of this report. INDEMNIFICATION AND INSURANCE OF OFFICERS There is no insurance in place at the present time. PROCEEDINGS ON BEHALF OF THE COMPANY The Company was not a party of any proceedings during the year. Zamanco Minerals Annual Report

13 Directors Report AUDITOR INDEPENDENCE The auditors independence declaration as required by Section 307C of the Corporations Act 2001 for the year ended 30 June 2016 has been received and can be found after the Corporate Governance Statement. AUDITOR BDO Audit (WA) Pty Ltd continues in office in accordance with Section 327 of the Corporations Act NONAUDIT SERVICES The following nonaudit services were provided by associated entities of BDO Audit (WA) Pty Ltd. The Directors are satisfied that the provision of nonaudit services is compatible with the general standard of independence for auditors imposed by the Corporations Act. The nature and scope of each type of nonaudit service provided means that auditor s independence was not compromised. Associated entities of BDO Audit (WA) Pty Ltd received or are due to receive the following amounts for the provision of nonaudit services: $ $ Tax Compliance Services 8,126 11,323 Other 1,687 9,813 11,323 Refer to note 10 in the financial statements for details of fees paid / payable to the auditor of the parent entity and its associated entities. CORPORATE GOVERNANCE In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Zamanco Minerals Limited support and adhere to the principles of corporate governance. The Company s Corporate Governance Statement is contained in the following section of this report. Signed in accordance with a resolution of the Directors. Geoffrey Donohue Chairman Perth, Western Australia 7 September 2016 Zamanco Minerals Annual Report

14 Corporate Governance This statement outlines the main corporate governance practices that have been formally adopted by the Directors. These corporate governance practices comply with the ASX Corporate Governance Council recommendations unless otherwise stated. Board of Directors The Board operates in accordance with the broad principles set out in its charter. Role and Responsibilities of the Board The Board is responsible for ensuring that the Company is managed in a manner which protects and enhances the interests of its shareholders and takes into account the interests of all stakeholders. This includes setting the strategic directions for the Company, establishing goals for management and monitoring the achievement of these goals. A summary of the key responsibilities of the Board include: 1. Strategy Providing strategic guidance to the Company, including contributing to the development of and approving the corporate strategy, acquisitions and divestures; 2. Financial performance Approving budgets, monitoring management and financial performance; 3. Financial reporting and audits Monitoring financial performance including approval of the annual and halfyear financial reports and liaison with the external auditors; 4. Leadership selection and performance Appointment, performance assessment and removal of the Managing Director. Ratifying the appointment and/or removal of other senior management, including the Company Secretary and other Board members; 5. Remuneration Management of the remuneration and reward systems and structures for executive management and staff; 6. Risk management Reviewing, ratifying and monitoring risk management systems (including an established code of conduct and share trading policy), internal controls and legal compliance; and 7. Relationships with the exchanges, regulators and continuous disclosure Ensuring that the capital markets are kept informed of all relevant and material matters and ensuring effective communications with shareholders. The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. All directors have direct access to the Company Secretary. Composition of the Board The names and details of the Directors of the Company in office at the date of this Statement are set out in the Directors Report. A summary of their skills and experiences are provided in table 1 below. The composition of the Board is determined using the following principles: Persons nominated as Nonexecutive Directors shall be expected to have qualifications, experience and expertise of benefit to the Company and to bring an independent view to the Board s deliberations. Persons nominated as Executive Directors must be of sufficient stature and security of employment to express independent views on any matter. The Chairperson should ideally be independent, but in any case be Nonexecutive and be elected by the Board based on his/her suitability for the position. The roles of Chairperson and Managing Director should not be held by the same individual. All Nonexecutive Directors are expected voluntarily to review their membership of the Board from timetotime taking into account length of service, age, qualifications and expertise relevant to the Company s then current policy and programme, together with the other criteria considered desirable for composition of a balanced board and the overall interests of the Company. Zamanco Minerals Annual Report

15 Corporate Governance The Company considers that the Board should have at least three Directors (minimum required under the Company's Constitution) and strives to have a majority of independent Directors but acknowledges that this may not be possible at all times due to the size of the Company. Currently the Board has three Directors, none of which are independent directors. The Board believes that the Directors can make, and do make, quality and independent judgements in the best interests of the Company on all relevant issues, notwithstanding that they are not independent. The number of Directors is maintained at a level which will enable effective spreading of workload and efficient decision making. The Chairman, Mr Geoff Donohue, is not an independent Director. However, the Board believes Mr Donohue is the most appropriate person for the position of Chairman because of his experience and proven track record as a public company director. The Board has accepted the following definition of an independent Director: An independent Director is a Director who is not a member of management (a Nonexecutive Director) and who: is not a substantial shareholder of the Company or an officer of, or otherwise associated, directly or indirectly, with a substantial shareholder of the Company; has not within the last three years been employed in an executive capacity by the Company or another Company member, or been a Director after ceasing to hold any such employment; is not a principal of a professional adviser to the Company or another Company member; is not a significant consultant, supplier or customer of the Company or another Company member, or an officer of or otherwise associated, directly or indirectly, with a significant consultant, supplier or customer; has no significant contractual relationship with the Company or another Company member other than as a Director of the Company; has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director s ability to act in the best interests of the Company; and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director s ability to act in the best interests of the Company. Zamanco considers a significant consultant, supplier or customer to be material if the total of their annual invoices amounts to more than 5% of the Company s total expenditure in that category. Table 1 Areas of competence and skills of the Board of Directors Area Business and Finance Industry Specific Leadership Sustainability & Stakeholder Relations Global Competence Accounting, Audit, Business Strategy, Corporate Financing, Financial Literacy, Mergers & Acquisitions, Agreements/Fiscal Terms, and Risk Management Precious Metals Exploration, development and production, Capital Projects, Industrials, and Petroleum exploration Business Leadership, Public Listed Company Experience, Executive Management and Mentoring Community Relations, Corporate Governance, Environmental Issues, Government Affairs, Health & Safety, Human Resources, Industrial Relations and Remuneration Mining & Resources, Accounting and Processing The directors on the Board collectively have a combination of skills and experience in the competencies set out in the table above. These competencies are set out in the skills matrix that the Board uses to assess the skills and experience of each director and the combined capabilities of the Board. Where an existing or projected competency gap is identified, the Board will address those gaps. The Board does not currently consider that there are any existing or projected competency gaps. Zamanco Minerals Annual Report

16 Corporate Governance Independent Professional Advice and Access to Company Information Each Director has the right of access to all relevant Company information and to the Company s executives and, subject to prior consultation with the Chairman, may seek independent professional advice at the Company s expense. A copy of advice received by the Director is made available to all other members of the Board. Nomination Committee / Appointment of New Directors Because of the size of the Company and the size of the Board, the Directors do not believe it is appropriate to establish a separate Nomination Committee. The Board has taken a view that the full Board will hold special meetings or sessions as required. The Board are confident that this process for selection and review is stringent and full details of all Directors are provided to shareholders in the annual report and on the web. The composition of the Board is reviewed on an annual basis to ensure the Board has the appropriate mix of expertise and experience. Where a vacancy exists, through whatever cause, or where it is considered that the Board would benefit from the services of a new director with particular skills, the Board determines the selection criteria for the position based on the skills deemed necessary for the Board to best carry out its responsibilities and then appoints the most suitable candidate who must stand for election at the next general meeting of shareholders. All new nonexecutive directors are required to sign a letter of appointment which sets out the key terms and conditions of their appointment, including roles and responsibilities, time commitments and remuneration. Executive directors and other senior executives enter into an employment agreement which governs the terms of their appointment. The Board undertakes appropriate checks prior to nominating a director for election by shareholders. These checks include police and reference checks. Shareholders are provided with all material information in its possession concerning a director standing for election or reelection in the relevant notice of meeting. An informal induction is provided to all new directors, which includes meeting with technical and financial personnel to understand the Company s business, including strategies, risks, company policies and health and safety. All directors are required to maintain professional development necessary to maintain their skills and knowledge needed to perform their duties. In addition to training provided by relevant professional affiliations of the directors, additional development is provided through attendance at seminars and provision of technical papers on industry related matters and developments offered by various professional organisations, such as accounting firms and legal advisors. Term of Office Under the Company's Constitution, the minimum number of Directors is three. At each Annual General Meeting, one third of the Directors (excluding the Managing Director) must resign, with Directors resigning by rotation based on the date of their appointment. Directors resigning by rotation may offer themselves for reelection. Performance of Directors and Managing Director The performance of all Directors, the Board as a whole and the Managing Director and Company Secretary are reviewed annually. The Board meets once a year with the specific purpose of conducting a review of its composition and performance. This review includes: Determining the appropriate balance of skills and experience required to suit the Company s current and future strategies; Comparing the requirements above against the skills and experience of current Directors and executives; Assessing the independence of each Director; Measuring the contribution and performance of each Director; Assessing any education requirements or opportunities; and Recommending any changes to Board procedures, Committees or the Board composition. A review was undertaken in June Zamanco Minerals Annual Report

17 Corporate Governance The Company currently has no senior executives and therefore no performance evaluation was undertaken during the year by the Board. Conflict of Interest In accordance with the Corporations Act and the Company s Constitution, Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes a significant conflict exists, the Director concerned does not receive the relevant Board papers and is not present at the Board meeting whilst the item is considered. Diversity The Company is committed to workplace diversity and has established a Diversity Policy. Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The Diversity Policy defines the initiatives which assist Zamanco with maintaining and improving the diversity of its workforce. A copy of the Diversity Policy can be found at the corporate governance information section of the Company website at In accordance with this policy and ASX Corporate Governance Principles, the Board has established the following objectives in relation to gender diversity. The aim is to achieve these objectives once the Company has completed a transaction to become its main business undertaking. Proportion of Women Actual Objective Organisation as a whole 25% 40% Executive Management Team Nil 25% Board Nil 25% Remuneration The Company s practice is to remunerate fairly and responsibly and part of the remuneration is to be incentive based as considered appropriate by the Board. The performance of the Company depends upon the quality of its Directors and executives. To prosper, the Company must attract, motivate and retain highly skilled Directors and executives. To this end, the Company embodies the following principles in its remuneration framework: provide competitive rewards to attract high calibre executives; link executive rewards to shareholder value; and establish appropriate performance hurdles in relation to variable executive remuneration. A full discussion of the Company s remuneration philosophy and framework and the remuneration received by Directors in the current year is included in the remuneration report, which is contained within the Report of the Directors. There are no schemes for retirement benefits for Nonexecutive directors, other than superannuation. Board Remuneration Committee Due to the limited size of the Company and of its operations and financial affairs, the use of a separate remuneration committee is not considered efficient. The Board has taken a view that the full Board will hold special meetings or sessions as required. The Board is confident that this process for determining remuneration is stringent and full details of remuneration policies and payments are provided to shareholders in the remuneration report in the Report of the Directors and on the web. Zamanco Minerals Annual Report

18 Corporate Governance Risk Oversight and Management The Board determines the Company s risk profile and is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. In summary, the Company policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company s business objectives. The Company s Risk Register identifies the material risks for the Company. These risks include the inability to identify and progress a transaction of merit to become the Company s main undertaking and the failure to raise future capital. The Risk Register records all current controls in place to minimise the risks, and identifies the overall control effectiveness. The Board review the Risk Register on a regular basis. The Board reviewed the Risk Management Framework, including the policies, procedures and the Company s Risk Register in June A summary of the risk management procedures can be found in the corporate governance information section of the Company website at Considerable importance is placed on maintaining a strong control environment. The Board actively promotes a culture of quality and integrity. Control procedures cover management accounting, financial reporting, compliance and other risk management issues. No internal audit function is currently in place due to the size of the Company, however the Board on an ongoing basis assesses the need for an internal audit function. The Board encourages management accountability for the Company s financial reports by ensuring ongoing financial reporting during the year to the Board. Annually, the Company Secretary (who is responsible for preparing the financial reports) and the CEO (or equivalent) are required to state in writing to the Board that in all material respects: Declaration required under s295a of the Corporations Act 2001 the financial records of the Company for the financial year have been properly maintained; the financial statements and notes comply with the accounting standards; the financial statements and notes for the financial year give a true and fair view; and any other matters that are prescribed by the Corporations Act regulations as they relate to the financial statements and notes for the financial year are satisfied. Additional declaration required as part of corporate governance the risk management and internal compliance and control systems in relation to financial risks are sound, appropriate and operating efficiently and effectively. These declarations were received for the June 2016 financial year. Audit Committee Due to the limited size of the Company and of its operations and financial affairs, the use of a separate audit committee is not considered appropriate. The Board assures integrity of the financial statements by: (a) reviewing the Company's statutory financial statements to ensure the reliability of the financial information presented and compliance with current laws, relevant regulations and accounting standards; (b) monitoring compliance of the accounting records and procedures, in conjunction with the Company s auditor, on matters overseen by the Australian Securities and Investments Commission, ASX and Australian Taxation Office; (c) ensuring that management reporting procedures, and the system of internal control, are of a sufficient standard to provide timely, accurate and relevant information as a sound basis for management of the Company s business; Zamanco Minerals Annual Report

19 Corporate Governance (d) reviewing audit reports and management letters to ensure prompt action is taken; and (e) when required, nominating the external auditor and at least annually reviewing the external auditor in terms of their independence and performance in relation to the adequacy of the scope and quality of the annual statutory audit and halfyear review and the fees charged. Code of Conduct The Company has developed a Code of Conduct (the Code) which has been fully endorsed by the Board and applies to all Directors and employees. The Code is regularly reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Company s integrity. In summary, the Code requires that at all times all Company personnel act with the utmost integrity, objectivity and in compliance with the letter and the spirit of the law and Company policies. Share Trading Policy The Board has adopted a specific policy in relation to Directors and officers, employees and other potential insiders buying and selling shares. Directors, officers, consultants, management and other employees are prohibited from trading in the Company s shares, options and other securities if they are in possession of pricesensitive information. Under the Company's Security Trading Policy personnel must receive written approval prior to any dealing in Zamanco s securities. The Directors are satisfied that the Company has complied with its policies on ethical standards, including trading in securities. Market Disclosure Policies The Board has a Market Disclosure Policy to ensure the compliance of the Company with the various laws and ASX Listing Rule obligations in relation to disclosure of information to the market. The directors are responsible for ensuring that all employees are familiar with and comply with the policy. Zamanco is committed to: (a) ensuring that shareholders and the market are provided with timely and balanced information about its activities; (b) complying with the general and continuous disclosure principles contained in the ASX Listing Rules and the Corporations Act 2001; and (c) ensuring that all market participants have equal opportunities to receive externally available information issued by Zamanco. Communication with Shareholders The Company places significant importance on effective communication with shareholders. The Company has a Shareholder Communications Strategy which can be accessed from its website at Information is communicated to shareholders through the distribution of the annual and half yearly financial reports, quarterly reports on activities, announcements through ASX and the media, on the Company s web site and at the annual general meeting. After the Annual General Meeting, all directors are available to meet with any shareholders and answer questions. Shareholders are encouraged to contact the Company through the Contact Us section on Zamanco s website to submit any questions via , or call. Zamanco Minerals Annual Report

20 Corporate Governance The website provides communication details for the Company s Share Registry, including an address for shareholder enquiries. In addition, news announcements and other information are sent by to all persons who have requested their name to be added to the list. If requested, the Company will provide general information by , facsimile or post. The Company will, wherever practicable, take advantage of new technologies that provide greater opportunities for more effective communications with shareholders. Zamanco s external auditor is present at all Annual General Meetings to enable shareholders to ask questions, relevant to the audit, directly to the auditor. Company Website Zamanco has made available full details of all its corporate governance principles, which can be found in the corporate governance information section of the Company website at Zamanco Minerals Annual Report

21 Auditor s Independence Declaration Zamanco Minerals Annual Report

22 Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 30 June 2016 Restated* Consolidated Consolidated Year Ended 30 June 2016 Year Ended 30 June 2015 Note $ $ Revenues Interest revenue 88,771 91,213 Other 8,152 5,593 Total revenues 96,923 96,806 Expenses Compliance costs (25,479) (25,545) Accommodation & travel costs (30,677) (11,348) Consultants Fees (33,161) (47,327) Depreciation 5 (9,396) (8,241) Diminution Investments 1,100 (1,142) Legal Fees (18,695) (2,989) Other expenses (106,563) (98,836) Total expenses (222,871) (195,428) Loss before income tax for the year (125,948) (98,622) Income tax expense 2 Loss from continuing operations after income tax attributable to members of Zamanco Minerals Limited (125,948) (98,622) Profit/(loss) from discontinued operations ,055 (177,669) Profit/(loss) for the year 132,107 (276,291) Other comprehensive income/(loss) Items that will be reclassified to profit or loss: Exchange difference on translation 23,308 Total comprehensive income/(loss) after income tax 132,107 (252,983) Total comprehensive income/(loss) attributable to members of Zamanco Minerals Limited arises from: Continuing operations (125,948) (98,622) Discontinued operations 258,055 (177,669) 132,107 (276,291) Loss per share for the year attributable to the members of Zamanco Minerals Limited Cents Cents Basic profit/(loss) per share continuing operations 3 (0.20) (0.15) Basic profit/(loss) per share discontinued operations (0.28) 0.20 (0.43) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. * Restated for presentation of discontinued operations. Refer to Note 12 for details. Zamanco Minerals Annual Report

23 Statement For the Year Ended of Financial 30 June 2012 Position As at 30 June 2016 Consolidated Consolidated 30 June June 2015 Note $ $ ASSETS Current Assets Cash and cash equivalents 15(a) 3,033,682 3,155,182 Trade and other receivables 4 6,137 46,666 Other assets 4, Total Current Assets 3,044,745 3,202,501 NonCurrent Assets Property, plant and equipment ,429 Other financial assets 1, Total NonCurrent Assets 2,091 23,029 Total Assets 3,046,836 3,225,530 LIABILITIES Current Liabilities Trade and other payables 6 43,064 52,751 Total Current Liabilities 43,064 52,751 Total Liabilities 43,064 52,751 Net Assets 3,003,772 3,172,779 Equity Issued capital 7 10,122,974 10,122,974 Reserves ,290 Accumulated losses (7,119,378) (7,251,485) Capital and reserves attributable to members of Zamanco Minerals Limited 3,003,772 3,172,779 Total Equity 3,003,772 3,172,779 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. Zamanco Minerals Annual Report

24 Statement of Cash Flows For the Year Ended 30 June 2016 Cash flows from operating activities Consolidated Consolidated Year Ended 30 June 2016 Year Ended 30 June 2015 Note $ $ Receipts (mostly GST) 24,512 49,834 Interest received 84,378 91,213 Payments to suppliers and employees (230,390) (359,180) Payments for exploration & evaluation (53,560) Net cash outflows used in operating activities 15(b) (121,500) (271,693) Cash flows from investing activities Receipts for Property, plant and equipment 59,241 Net cash flows provided by investing activities 59,241 Cash flows from financing activities Proceeds from issue of shares Payment of share issue costs Net cash inflows from financing activities Net (decrease) in cash and cash equivalents held (121,500) (212,452) Add opening cash and cash equivalents brought forward 3,155,182 3,367,634 Closing cash and cash equivalents carried forward 3,033,682 3,155,182 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. Zamanco Minerals Annual Report

25 Statement of Changes in Equity For the Year Ended 30 June 2016 CONSOLIDATED Issued Capital Foreign Currency Translation Reserve Share Based Payments Reserve Accumulated Losses Total Equity $ $ $ $ $ At 1 July ,122, , (6,975,194) 3,425,762 Exchange differences on translation 23,308 23,308 Loss for the year (276,291) (276,291) Total comprehensive loss for the year 23,308 (276,291) (252,983) Transactions with owners in their capacity as owners: Issue of share capital, net of transaction costs Share based payments At 30 June ,122, , (7,251,485) 3,172,779 Exchange differences on translation Profit for the year 132, ,107 Total comprehensive income for the year 132, ,107 Transactions with owners in their capacity as owners: Realisation of foreign currency translation reserve Issue of share capital, net of transaction costs (301,114) (301,114) Share based payments At 30 June ,122, (7,119,378) 3,003,772 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. Zamanco Minerals Annual Report

26 Notes to the Financial Statements 1. ACCOUNTING POLICIES (i) Basis of Accounting These general purpose financial statements for year ended 30 June 2016 have been prepared in accordance with Corporations Act 2001 and Australian Accounting Standards (including Australian Accounting Interpretations) and authoritative pronouncements of the Australian Accounting Standards Board. These financial statements have been prepared in accordance with the historical costs convention with the exception of investments which have been measured at fair value. Zamanco Minerals Limited is a forprofit entity for the purpose of preparing the financial statements. The functional currency and presentation currency of Zamanco Minerals Limited is Australian dollars. The financial report of Zamanco Minerals Limited for the year ended 30 June 2016 was authorised for issue in accordance with a resolution of Directors on 7 September (ii) Statement of Compliance This financial report complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). (iii) Adoption of New and Revised Standards The Company has not elected to apply any pronouncements before their operative date in the annual reporting year beginning 1 July None of the new standards and amendments to standards that are mandatory for the first time for the financial year beginning 1 July 2015 affected any of the amounts recognised in the current year or any prior period and are not likely to affect future periods. Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2016 reporting year. The Company s assessment of the impact of these new standards and interpretations that may have an impact on the Company are set out below: AASB 9 Financial Instruments (effective from 1 January 2018) AASB 9 amends the requirements for classification and measurement of financial assets. The standard is not applicable until 1 January 2018, and the Company does not believe this will have a material impact on the financial statements. AASB 16 Leases (effective from 1 July 2019) AASB 16 requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months. The Company has not yet determined the impact on the accounts. This standard is not applicable until the financial year commencing 1 July (iv) Summary of Significant Accounting Policies Basis of consolidation The consolidated financial statements include the financial statements of Zamanco Minerals Limited ( the Company ), and its subsidiaries ( the Company or Company ). The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. Where an entity has been acquired during the year, its results are included in consolidated results from the date control commenced. Unrealised gains and losses and interentity balances resulting from transactions with or between controlled entities are eliminated in full on consolidation. Where an entity has been disposed of during the year, its results have been deconsolidated from the date of disposal. Zamanco Minerals Annual Report

27 Notes to the Financial Statements 1. ACCOUNTING POLICIES continued (iv) Summary of Significant Accounting Policies continued Cash and cash equivalents Cash and shortterm deposits in the statements of financial position comprise cash at bank and in hand and shortterm deposits with an original maturity of three months or less. For the purposes of the Statements of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. Foreign currency translation Functional and presentation currency Items included in the financial statements of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollars, which is Zamanco Minerals Limited s functional and presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of profit or loss and other comprehensive income, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges, or are attributable to part of the net investment in a foreign operation. Translation differences on financial assets and liabilities carried at fair value are reported as part of the fair value gain or loss. Translation differences on nonmonetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on nonmonetary financial assets, such as equities classified as availableforsale financial assets are included in the fair value reserve in equity. Subsidiary companies The results and financial position of all the Company entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; income and expenses per the profit or loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and all resulting exchange differences are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are taken to shareholders' equity. When a foreign operation is sold or deregistered or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences is reclassified to profit or loss, as part of the gain or loss on sale where applicable. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entities and translated at the closing rate. Zamanco Minerals Annual Report

28 Notes to the Financial Statements 1. ACCOUNTING POLICIES continued (iv) Summary of Significant Accounting Policies continued Disposal of subsidiaries When a change in the Company s ownership interest in a subsidiary results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts recognised in other comprehensive income in respect of that entity are also reclassified to profit or loss. Trade and other receivables Receivables are initially recognised at fair value and subsequently measured at amortised cost, less allowance for doubtful debts. Current receivables for GST are due for settlement within 30 days and other current receivables within 12 months. They are recognised initially at fair value and subsequently at amortised cost. Property, plant and equipment Plant and equipment are stated at cost less accumulated depreciation and any impairment. Depreciation is calculated on a reducing balance basis to write off the net cost of each item of plant and equipment over its expected useful life, being 2.5 to 5 years. Impairment of assets At each reporting date, the Company assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Company makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount. Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset's value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cashgenerating unit to which the asset belongs. When the carrying amount of an asset or cashgenerating unit exceeds its recoverable amount, the asset or cashgenerating unit 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 pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Investments and other financial assets Noncurrent investments in subsidiaries are carried at their cost of acquisition in the Company s statement of financial position. An impairment for investment is made where the Company has assessed the investment as not recoverable. Investments in listed entities are categorised as financial assets at fair value through profit or loss. Designation is reevaluated at each reporting date, but there are restrictions on reclassifying to other categories. When these financial assets are recognised initially, they are measured at fair value. At each reporting date, gains or losses on these financial assets are recognised in profit or loss. Trade and other payables Trade payables and other payables are recognised initially at fair value and subsequently at amortised cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and usually paid within 30 days of recognition. Zamanco Minerals Annual Report

29 Notes to the Financial Statements 1. ACCOUNTING POLICIES continued (iv) Summary of Significant Accounting Policies continued Provisions Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pretax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. Issued capital Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. Revenue Recognition Revenues are recognised at fair value of the consideration received net of the amount of goods and services tax (GST) or Value Added Tax (VAT) payable to the taxation authority. Exchanges of goods or services of the same nature and value without any cash consideration are not recognised as revenues. Interest revenue Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset. Income tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date. Deferred income tax is provided on all temporary differences in the statement of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax is recognised for all taxable temporary differences, except where the deferred tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. Deferred income tax assets are recognised for all deductible temporary differences, carryforward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax assets and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Zamanco Minerals Annual Report

30 Notes to the Financial Statements 1. ACCOUNTING POLICIES continued (iv) Summary of Significant Accounting Policies continued Income taxes relating to items recognised directly in equity are recognised in equity and not in the profit or loss. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. Other taxes Revenues, expenses and assets are recognised net of the amount of GST or VAT, except where the amount of GST or VAT incurred is not recoverable from the taxation authority. In these circumstances the GST or VAT is recognised as part of the cost of acquisition of the asset or as part of an item of the expense as applicable. Receivables and payables are stated with the amount of GST or VAT included. The net amount of GST or VAT recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Cash flows are included in Statements of Cash Flows on a gross basis. The GST or VAT components of cash flows arising from investing and financing activities that are recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST or VAT recoverable from, or payable to, the taxation authority. Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions. Earnings per share Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for: costs of servicing equity (other than dividends) and preference share dividends; the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and other nondiscretionary changes in revenues or expenses during the year that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. Zamanco Minerals Annual Report

31 Notes to the Financial Statements Consolidated Consolidated Year ended Year ended 30 June June TAXATION $ $ The reconciliation between tax expense and the product of accounting loss before income tax multiplied by the Company s applicable income tax rate is as follows: Profit/(loss) before income tax 132,107 (276,291) Income tax 30% (2015: 30%) 39,632 (82,887) Tax effect of nondeductible items 1,060 3,725 Net deferred tax assets not brought to account (40,692) 79,162 Income tax attributable to operating loss Deferred tax assets and liabilities not recognised relate to the following: Deferred tax assets Tax losses 231, ,403 Other temporary differences (9,405) (13,506) Net deferred tax assets not recognised 222, ,897 Net deferred tax assets have not been brought to account as it is not probable within the immediate future that tax profits will be available against which deductible temporary differences and tax losses can be utilised. 3. EARNINGS PER SHARE (a) Basic earnings per share 30 June June 2015 From continuing operations (0.20) (0.15) From discontinued operations 0.40 (0.28) Total basic earnings per share attributable to members of Zamanco Minerals Limited Cents Cents 0.20 (0.43) (b) Reconciliations of earnings used in calculating earnings per share $ $ Profit/(Loss) attributable to members of Zamanco Minerals Limited used in the calculation of basic loss per share of From continuing operations (125,948) (98,622) (c) From discontinued operations 258,055 (177,669) Weighted average number of shares used as the denominator 132,107 (276,291) Number Number Weighted average number of ordinary shares outstanding during the year used in the calculation of basic loss per share 64,550,000 64,550,000 Zamanco Minerals Annual Report

32 Notes to the Financial Statements 4. TRADE AND OTHER RECEIVABLES Consolidated Consolidated 30 June June 2015 $ $ Current GST/VAT refundable 6,137 44,205 Other 2,461 Fair Value and Risk Exposures: (i) Due to the short term nature of these receivables, their carrying value is assumed to approximate their fair value. (ii) The maximum exposure to credit risk is the fair value of receivables. Collateral is not held as security. (iii) Details regarding interest rate risk exposure are disclosed in note 14. (iv) Other receivables generally have repayments between 30 and 90 days. There are no receivables that are past the due date. There are no financial instruments carried at fair value that require level 1, 2 or 3 disclosures. 5. PROPERTY, PLANT AND EQUIPMENT 6,137 46,666 Plant and equipment at cost 2,604 31,321 Accumulated depreciation (2,213) (8,892) ,429 Reconciliation of plant and equipment: Plant and equipment Motor Vehicles Total Plant and equipment Motor Vehicles $ $ $ $ $ $ Carrying amount at beginning of the year 22,429 22,429 44,599 41,872 86,471 Additions Disposals/written off (12,642) (12,642) (15,935) (37,440) (53,375) Depreciation charge (9,396) (9,396) (11,279) (3,088) (14,367) Foreign exchange translation 5,044 (1,344) 3,700 Carrying amount at end of the year ,429 22,429 Total Zamanco Minerals Annual Report

33 Notes to the Financial Statements 6. TRADE AND OTHER PAYABLES Consolidated Consolidated 30 June June 2015 $ $ Current Trade creditors and accruals 43,064 52,751 Fair Value and Risk Exposures (i) Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value. (ii) Trade and other payables are unsecured and usually paid within 60 days of recognition. (iii) All amounts are expected to be paid within 12 months. 7. CONTRIBUTED EQUITY (a) Issued Capital Ordinary shares fully paid 10,122,974 9,942,974 Deferred Consideration Shares 180,000 10,122,974 10,122,974 As at 30 June 2014, the Company announced the discontinuation of the proposed Serenje Manganese Project in Zambia and therefore the Deferred Consideration Shares which formed part of the consideration for the acquisition of Zamanco Holdings Limited (the company that held the interests in Zambia) will not be issued. These Deferred Consideration Shares were reclassified in the current period refer to Note 7(b) below. (b) Movements in Ordinary Share Capital Number Summary of Movements of Shares $ 64,550,000 Opening balance as at 1 July ,942,974 64,550,000 Closing Balance at 30 June ,942,974 64,550,000 Opening balance as at 1 July ,942,974 Reclassification of Deferred Consideration Shares 180,000 64,550,000 Closing Balance at 30 June ,122,974 Zamanco Minerals Annual Report

34 Notes to the Financial Statements 7. CONTRIBUTED EQUITY continued (c) Terms and Conditions of Issued Capital Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company. (d) Capital Management When managing capital, management's objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity. Management may in the future adjust the capital structure to take advantage of favourable costs of capital and issue further shares in the market. Management has no current plans to adjust the capital structure. There are no plans to distribute dividends in the next year. Total capital is equity as shown in the statement of financial position. The Company is not subject to any externally imposed capital requirements. 8. RESERVES Consolidated Consolidated 30 June June 2015 $ $ Foreign translation reserve 301,114 Share based payment reserve ,290 Movements in reserves during the year: Foreign translation reserve Balance at beginning of period 301, ,806 Foreign translation difference on consolidation 23,308 Foreign translation reclassified to profit or loss on disposal of foreign operations (301,114) Balance at period end 301,114 Share based payment reserve Balance at beginning of period Options issued to Consultants Balance at period end Nature and purpose of reserves i. Foreign currency translation Exchange differences arising on translation of foreign controlled entities are taken to the foreign currency translation reserve, as described in note 1(iv). Zamanco Minerals Annual Report

35 Notes to the Financial Statements 9. RELATED PARTY TRANSACTIONS Key Management Personnel Compensation Consolidated Consolidated 30 June June 2015 $ $ Shortterm employment benefits 83,432 Other transactions with Key Management Personnel Mr Peter Ironside, Director, is a shareholder and director of Ironside Pty Ltd. Ironside Pty Ltd is a shareholder of the 168 Stirling Highway Syndicate, the entity which owns the premises Zamanco occupies in Western Australia. Mr Geoff Donohue, Director, is a shareholder and director of Rembu Pty Ltd. Rembu Pty Ltd is also a shareholder of the 168 Stirling Highway Syndicate, the entity which owns the premises Zamanco occupies in Western Australia. During the year an amount of $39,416 (net of GST) (2015: $39,048) was paid for office rental at normal commercial rates. Mr Geoff Donohue, Director, is a shareholder and director of Rembu Pty Ltd. During the year an amount of $5,660 (net of GST) (2015: $5,594) was paid to the Company for office rental at normal commercial rates. 10. AUDITORS REMUNERATION Amount received or due and receivable by BDO Australia: Audit and review of financial statements 20,251 30,235 Other services 9,813 11,323 Amount received or due and receivable by network firm of BDO Australia BDO Zambia: Audit and review of financial statements 8,282 10,102 38,346 51,660 Zamanco Minerals Annual Report

36 Notes to the Financial Statements 11. PARENT ENTITY DISCLOSURES Company 30 June June 2015 $ $ Summarised Statement of Profit or Loss and Other Comprehensive Income Loss for the year after tax (67,861) (226,725) Other comprehensive income Total comprehensive (loss) for the year (67,861) (226,725) Summarised Statement of Financial Position Current Assets 3,044,745 3,091,256 Non Current Assets 2,091 23,029 Total Assets 3,046,836 3,114,285 Current Liabilities 43,064 42,653 Total Liabilities 43,064 42,653 Net Assets 3,003,772 3,071,632 Total equity of the parent entity comprising: Share Capital 10,122,974 10,122,974 Reserves Accumulated losses (7,119,378) (7,051,518) Total Equity 3,003,772 3,071,632 Details of the investments in the controlled entities are: Name of Entity Country of Incorporation 2016 % Held 2015 % Held APG Resources Pty Ltd Australia Nil 100% Zamanco Holdings Limited Mauritius Nil 100% Zamanco Minerals Limited Zambia Nil 100% Zamanthree Minerals Limited Zambia Nil 80% Zamanco Minerals Annual Report

37 Notes to the Financial Statements 12. DECONSOLIDATION OF SUBSIDIARIES As at 30 June 2016, the Company had disposed of its interests in all subsidiaries. The Company did not receive any consideration in the disposal of the subsidiaries. The gain of $258,055 on deconsolidation of the subsidiaries has been realised in the profit or loss as at 30 June (a) Details of gain on deconsolidation $ Consideration received Less: carrying amount of net assets on deconsolidation Other comprehensive income recycled to profit or loss 301, ,114 Subsidiary loss for the period to deregistration (43,059) Total profit from discontinued operations 258,055 Restated 30 June June 2015 $ $ (b) Results of discontinued operations Other Revenue 21,280 Exploration expense (51,357) Other expenses (43,059) (147,592) (43,059) (177,669) 13. SEGMENT INFORMATION The Company does not have any material operating segments with discrete financial information. The Company does not have any customers and all its assets and liabilities are located within Australia. The Board of Directors review internal management reports on a regular basis that is consistent with the information provided in the statement of profit or loss and other comprehensive income, statement of financial position and statement of cash flows. As a result no reconciliation is required because the information as presented is what is used by the Board to make strategic decisions. 14. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND INSTRUMENTS The Company s principal financial instruments comprise cash and shortterm deposits. The main purpose of these financial instruments is to provide working capital for the Company s operations. The Company has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations. It is, and has been throughout the year under review, the Company s policy that no trading in financial instruments shall be undertaken. The main risks arising from the Company s financial instruments are interest rate risk, foreign currency risk, liquidity risk and credit risk. The Board reviews and agrees on policies for managing each of these risks and they are summarised below. Zamanco Minerals Annual Report

38 Notes to the Financial Statements 14. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND INSTRUMENTS continued Liquidity Risk The Company has no significant exposure to liquidity risk as there is effectively no debt. Trade payables are all expected to be paid within 30 days. The Company manages liquidity risk by monitoring immediate and forecast cash requirements and ensuring adequate cash reserves are maintained. Interest Rate Risk At reporting date the Company s exposure to market risk for changes in interest rates relates primarily to the Company s shortterm cash deposits. The Company constantly analyses its exposure to interest rates, with consideration given to potential renewal of existing positions, the mix of fixed and variable interest rates and the period to which deposits may be fixed. At reporting date, the Company had the following financial assets exposed to variable interest rates that are not designated in cash flow hedges: Consolidated Consolidated $ $ Financial Assets: Cash and cash equivalents (interestbearing accounts) 2,975,588 3,155,182 Net exposure 2,975,588 3,155,182 The following sensitivity analysis is based on the interest rate risk exposures in existence at the reporting date for variable interest bearing accounts. The 0.5% sensitivity is based on reasonably possible changes, over a financial year, using an observed range of historical LIBOR movements over the last 3 years. At 30 June 2016, if interest rates had moved on variable interest bearing accounts, as illustrated in the table below, with all other variables held constant, post tax profit and equity relating to financial assets of the Company would have been affected as follows: Consolidated 2016 $ Consolidated 2015 $ Judgements of reasonably possible movements: Post tax profit higher / (lower) + 0.5% 14,878 15, % (14,376) (15,296) Equity higher / (lower) + 0.5% 14,878 15, % (14,376) (15,296) The sensitivity in 2016 is lower than in 2015, due to a lower average cash balance during the year. The Company does not expect interest rates to increase in the next year. Credit Risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted the policy of dealing with creditworthy counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company measures credit risk on a fair value basis. Zamanco Minerals Annual Report

39 Notes to the Financial Statements 14. FINANCIAL RISK MANAGEMENT OBJECTIVES, POLICIES AND INSTRUMENTS continued The Company has a credit risk in relation to its cash at bank, shortterm deposits and receivables. However, this risk is minimised as the cash is deposited only with AA or greater (Moodys) rated financial institutions. The Company does not have any other significant credit risk exposure to a single counterparty or any Company of counterparties having similar characteristics. Impairment losses are recorded against receivables unless the Company is satisfied that no recovery of the amount owing is possible; at that point the amount is considered irrecoverable and is written off against the financial asset directly. Management believes the reporting date risk exposures are representative of the risk exposure inherent in financial instruments. Foreign Exchange Risk The Company has disposed of its foreign operations and therefore there is no longer an exposure to currency risk on investments in it subsidiaries. The foreign currency translation as part of the net investment in foreign operations has been recognised in profit or loss upon disposal of the foreign operations. The Company has financial assets of US$43,100 in a US dollar denominated account. At 30 June 2016, any movement in exchange rates would not have a material effect on post tax profit and equity (2015: no material effect on post tax profit and equity). 15. STATEMENT OF CASH FLOW INFORMATION Consolidated Consolidated Year Ended Year Ended 30 June June 2015 $ $ (a) Cash and cash equivalents Cash at bank and in hand 183, ,736 Shortterm deposits 2,850,000 3,007,446 The Company s exposure to interest rate risk is discussed in note 14. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of cash and cash equivalents mentioned above. 3,033,682 3,155,182 (b) Reconciliation of profit/(loss) after tax to the net cash flows used in operations Profit/(Loss) after income tax 132,107 (276,291) NonCash Items: Depreciation 9,396 14,367 (Profit)/Loss on disposal of PPE/assets written off 12,642 (5,866) Investment write down/(fair value increase) (1,100) 1,142 Exploration written off 4,981 FX recycled to profit or loss (301,114) 18,342 Change in assets and liabilities: (Increase)/decrease in receivables 40,529 (2,461) Decrease in payables (9,687) (25,907) Increase in other assets (4,273) Net cash flows used in operating activities (121,500) (271,693) Zamanco Minerals Annual Report

40 Notes to the Financial Statements 16. EVENTS OCCURRING AFTER THE REPORTING PERIOD There are no other matters or circumstances that have arisen since 30 June 2016 that have or may significantly affect the operations, results, or state of affairs of the Company in future financial years. 17. COMMITMENTS AND CONTINGENCIES The Company has no commitments or contingent liabilities. Zamanco Minerals Annual Report

41 Directors Declaration In accordance with a resolution of the Board of Directors, I state that: In the opinion of the Directors: (a) the financial statements and notes are in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the Company s financial position at 30 June 2016 and of its performance for the year ended on that date; and complying with Accounting Standards (including the Australian Accounting Interpretations), the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (b) (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and the financial statements and notes comply with the International Financial Reporting Standards as disclosed in Note 1. This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ending 30 June On behalf of the Board Geoffrey Donohue Chairman Perth, Western Australia 7 September 2016 Zamanco Minerals Annual Report

42 Independent Audit Report Zamanco Minerals Annual Report

43 Independent Audit Report Zamanco Minerals Annual Report

44 Additional ASX Information Additional information required by ASX Ltd and not shown elsewhere in this report is as follows. The information is current as at 2 September Twenty Largest Holders of Quoted Shares Name Number of Ordinary Shares Percentage of Issued Capital 1 HSBC Custody Nominees (Australia) Limited 11,988, Rembu Pty Ltd <The Donohue Investment A/C> 5,529, Ironside Pty Ltd <Ironside Super Fund A/C> 5,257, Mrs Tracy Fraser 4,208, Ironside Pty Ltd <Ironside Super Fund A/C> 3,000, National Nominees Limited <DB A/C> 2,643, Muirhead Electrical Pty Ltd 1,749, Equity Trustees Limited <Augusta Investors Inc> 1,434, HSBC Custody Nominees (Australia) Limited A/C 2 1,400, KSLCorp Pty Ltd 1,400, Ninetyeast Trustees (Mauritius) Limited <MCR A/C> 1,212, National Nominees Limited 1,200, Keiser Investments Pty Ltd <Gann Family Retirement A/C> 1,057, S G J Investments Pty Ltd 1,023, Ginga Pty Ltd 1,000, Mr Jeremy Tobias 870, Mr Jeremy Tobias 865, Mr Peter Ironside 858, Berne No 132 Nominees Pty Ltd <W A/C> 700, Mr Geoffrey Charles Nathan + Mrs Elizabeth Melva Nathan <The Nathan Super 677, Fund A/C> Shares quoted at 2 September ,550,000 48,076, Substantial Shareholders An extract of the Company s register of substantial shareholders is as follows: Name Number of Ordinary Shares Geoff Donohue 11,479,617 Peter Reynold Ironside 9,423,616 Labonne Enterprises Pty Ltd < McIntyre Family A/c> 6,274,930 Tracy Fraser 4,560,991 Zamanco Minerals Annual Report

45 Additional ASX Information Distribution of Quoted Shares Size of Holding Number of Shareholders Number of Ordinary Shares Percentage of Issued Capital 1 1, ,001 5, , ,001 10, , , , ,388, ,001 and over 68 58,508, Total Shareholders ,550, % Number of shareholders holding less than a marketable parcel 48 Voting Rights All shares carry one vote per share without restriction. Listed Options There were no listed options on issue as at 2 September During the year no options had been exercised, no options were issued and no options expired. Unlisted Options There were no unlisted options on issue as at 2 September During the year no options expired, no options were issued and no options exercised. Use of Cash During the reporting period, the use of cash has been consistent with the Company s business objectives. Zamanco Minerals Annual Report

46 Zamanco Minerals Limited ABN First Floor, 168 Stirling Highway, Nedlands, Western Australia 6009 T: F: E: info@zamancominerals.com