Mantle Mining Corporation Limited
ABN 70 107 180 441Annual Report
2015
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 2
Corporate Directory 3
Directors’ Report 4
Corporate Governance Statement 43
Consolidated Statement of Comprehensive Income 55
Consolidated Statement of Financial Position 56
Consolidated Statement of Cash Flows 57
Consolidated Statement of Changes in Equity 58
Notes to the Financial Statements 59
Directors’ Declaration 82
Independent Auditor’s Report 83
Auditor’s Independence Declaration 85
Directors
Mr Martin Blakeman Non-Executive Chairman Mr Ian Kraemer Managing Director Mr Stephen de Belle Non-Executive Director Company Secretaries
Mr Winton Willesee Miss Erlyn Dale
Principal Place of Business and Registered Office
Suite 25 145 Stirling Highway Nedlands WA 6009 Contact Details Mail: PO Box 3144 Nedlands WA 6009 Website: www.mantlemining.com Email: [email protected] Tel: +61 8 9389 3130 Fax: +61 8 9389 3199
Solicitors to the Company
Fairweather Corporate Lawyers 595 Stirling Highway
Cottesloe WA 6011 Share Registry
Security Transfer Registrars Alexandria House Suite 1 770 Canning Highway Applecross WA 6153 Tel: +61 8 9315 2333 Fax: +61 8 9315 2233 Auditors
RSM Bird Cameron Partners 8 St George’s Terrace Perth WA 6000 Stock Exchange
Australian Securities Exchange 2 The Esplanade
Perth WA 6000 ASX Code: MNM
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 4 Your Directors present their report for the year ended 30 June 2015.
DIRECTORS
The names and details of the Directors in office at any time during or since the end of the year are as follows:
Mr Martin Blakeman – Non-Executive Chairman Mr Ian Kraemer – Managing Director
Mr Stephen de Belle – Non-Executive Director
Mr Peter Anderton – Non-Executive Director (Resigned 29 January 2015)
All Directors have been in office since the start of the financial period to the date of this report unless otherwise stated.
Mr Martin Blakeman – Non-Executive Chairman Qualifications: BEc
Appointed 26 Nov 2003
Martin completed his tertiary studies at the University of WA graduating with a Bachelor of Economics in 1976. Since graduation, Martin has applied his skills in management and economics to the rural and mining industries. Martin’s professional career in the mining industry has included over 30 years’ experience at board level in Australian Stock Exchange listed resource companies, commencing with his appointment in 1983 as a founding Director of Harmark Pty Ltd (the founder and former controlling shareholder of Forrestania Gold NL, one of Australia’s more successful resource investment companies of the time), retiring from Harmark in 1999 after 16 years of continuous service.
Martin promoted and was appointed to the Board as a founding Director of Metex Resources NL (now Carbon Energy Limited) in September 1992. Over a 4 year period to June 1996, he held the position as Manager Corporate at Metex, forming an integral part of that company’s executive management team.
In 2003, Martin incorporated and became a founding Director of Mantle Mining Corporation Ltd. He has overseen the strategic decisions of the Company including mine and tenement acquisitions in QLD and VIC, and its successful 2006 listing on ASX. He remains Chairman of the Company.
Over the past three years Martin has held directorships with the following ASX-listed companies:
Company Commenced Ceased
Newera Resources Limited 1 Mar 2006 5 June 2015
Mr Ian Kraemer – Managing Director Qualifications: BSc MSc FAusIMM Appointed 4 Feb 2008
Ian has an extensive background in the resources sector with 30 years’ professional experience in the exploration, acquisition, construction and operation of diverse mining projects in the coal, gold and nickel sectors.
Prior to involvement in Mantle Mining, Ian worked for 8 years as Business Development Manager with Thiess. In that capacity he was responsible for acquisitions and for underground mining project design, development and operational takeover. Most recently he held the position of Project Director responsible for the development and commercialisation of clean coal technology company, Exergen Pty Ltd, reporting directly to the Chairman of Thiess.
Ian first commenced his mining career in 1980 as a cadet Coal Mine Manager in Queensland. During the following 8 years he held various line management positions culminating in the appointment of Relieving Underground Coal Mine Manager at Moura. In 1987, Ian left Moura and relocated to the
USA where he completed Bachelor’s and Master’s Degrees in Mining Engineering at Columbia University in NYC. He then accepted the position of Director Operational & Strategic Planning for Pittston Coal & Minerals (15 coal mines in USA and 2 metal mines in Australia) followed by a transfer back to Australia as Director Australasian Business Development.
Ian holds First and Second Class Coal Mine Manager’s Certificates in QLD and in NSW.
Over the past three years Ian has not held directorships with any ASX-listed companies other than Mantle Mining Corporation Ltd.
Mr Stephen de Belle – Non-Executive Director Qualifications: MSc MTCP BA
Appointed 3 Jul 2006
Stephen has an extensive background in resources development, including the start-up of new companies and projects. In 2005-06 he assisted with the preparation for and listing on the London Alternative Investment Market of Finders Resources (gold-silver and copper projects currently being developed) and prior to that he was founding Managing Director of Midwest Corporation Ltd (ASX listed iron ore producer and project developer).
Prior to his work with Midwest, Stephen was a Principal of Kyle Associates (consulting firm), Chairman of Australian Superannuation Nominees Ltd (a specialist DIY super trustee company), Director of Xylogy Pty Ltd (software for project management and governance), Head of Resources Finance, ABN AMRO Australia, Director of Structured Finance, Barclays Bank and had positions with BZW Australia, ANZ Capital Markets, ANZ McCaughan, Capel Court and CSR Minerals.
Stephen has been closely involved with the start-up and operation of iron ore, coal, base metals, gold and petroleum projects and companies, and has particular expertise in the development and financing of projects in the resources and infrastructure sectors both in Australia and overseas. Mr de Belle is currently the Managing Director Granite Power Limited.
Over the past three years Stephen has held directorships with the following ASX-listed companies:
Company Commenced Ceased
Finders Resources Limited 27 Nov 2004 20 August 2013
Mr Peter R Anderton – Non-Executive Director Qualifications: BSc MAusIMM
Appointed 26 Nov 2003 (Resigned 29 January 2015)
Peter has over 30 years’ professional geological experience including 12 years with major mining companies. He is a founding Director of Mantle Mining Corporation Ltd.
Peter has specialised in gold and base metals mining and exploration, but also has significant experience in tin and nickel. He has held Senior Geologist positions at a number of mines as well as the Chief Geologist position at Tindals Gold Mine. Since 1988, he has been contracting and consulting to the mining and exploration industry in a senior capacity. Companies with which he has had extensive involvement include WMC, MPI, Normandy and KCGM.
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 6 Interests in the shares and options of the consolidated entity
As at the date of this report, the interests of the directors in the shares and options of Mantle Mining Corporation Ltd were:
Ordinary Shares Options
Direct Indirect Direct Indirect Martin Blakeman1 - 45,530,649 - 1,818,182 Stephen de Belle2 - 17,507,251 - 1,981,237 Ian Kraemer3 2,775,703 3,747,627 165,598 468,454 Peter Anderton4 6,129,255 162,500
1 41,272,789 shares and 1,818,182 MNMOB options exercisable at $0.018 on or before 30 June 2016, are held by Tonka Trading Pty Ltd as trustee for the Jakessi Superannuation Fund and 4,257,860 shares are held by Martin Alexander Blakeman as trustee for the Blackwood Trust, both of which are entities related to Mr Blakeman.
2 69,223 shares and 8,653 MNMOB options exercisable at $0.018 on or before 30 June 2016, are held by Mr Stephen De Belle <Philip De Belle A/C>, 10,694,749 shares and 1,169,678 MNMOBoptions exercisable at $0.018 on or before 30 June 2016 are held byMr Stephen De Belle & Ms Jennifer Sheehan <SJ Super A/C>, 6,423,247 shares and 802,906 MNMOB
options exercisable at $0.018 on or before 30 June 2016 are held by S De Belle & J Sheehan <SJ Super A/C> and 320,032 shares are held by Exflex Holdings Pty Ltd, all of which are entities related to Mr de Belle.
3 3,747,627 shares and 468,454 MNMOB options exercisable at $0.018 on or before 30 June 2016 are held by IR Kraemer Pty Ltd as trustee for the Kraemer Super Fund, an entity related Mr Kraemer.
4 Securities held as at the date of resignation on 29 January 2015.
COMPANY SECRETARIES Mr Winton Willesee
Qualifications: BBus, DipEd, PGDipBus, MCom, FFin, CPA, MAICD, ACIS
Mr Willesee is an experienced company director and company Secretary. Mr Willesee brings a broad range of skills and experience in strategy, company development, corporate governance, company public listings, merger and acquisition transactions and corporate finance.
Mr Willesee holds a Master of Commerce, Post-Graduate Diploma in Business (Economics and Finance), a Graduate Diploma in Applied Corporate Governance, a Graduate Diploma in Applied Finance and Investment, a Graduate Diploma in Education and a Bachelor of Business. He is a Fellow of the Financial Services Institute of Australasia, a Member of the Australian Institute of Company Directors, a Member of CPA Australia and a Chartered Secretary.
Miss Erlyn Dale
Qualifications: BCom, GradDipACG, ACIS
Miss Dale has a broad range of experience in company administration and corporate governance having held the position of Company Secretary with several ASX-listed and unlisted companies. Miss Dale holds a Bachelor of Commerce (Accounting and Finance) and a Graduate Diploma in Applied Corporate Governance with the Governance Institute of Australia and is a chartered secretary.
OPERATING RESULTS
The loss of the consolidated entity for the year ended 30 June 2015 after providing for income tax amounted to $3,272,778 (2014: $2,481,579).
FINANCIAL POSITION
PRINCIPAL ACTIVITIES AND SIGNIFICANT CHANGES IN AFFAIRS
Mantle Mining Corporation Ltd (ASX:MNM) (the “Company”) is an Australian based minerals exploration and mine development company. The Company’s principal activities are to acquire mineral tenements and to locate economically developable deposits of gold and coal. It is the Company’s intention to progress mineral deposits through feasibility and into mining operations. The Company is in the process of reopening the Norton goldmine and has agreed to acquire Morningstar Gold NL. The Company ensures its activities are carried out in an environmentally, socially and financially responsible manner to the ultimate benefit of its shareholders. During the period there have been no significant changes in the affairs of the Company.
PROJECT OVERVIEW
As at the date of this report, the Company held interests in the following projects: Gold Projects
Norton Gold Project – the Company holds a 90% interest in Norton Gold Project which comprises one mining licence (ML 80035) located within the historic Norton gold field less than 100 km south of the port city of Gladstone, Queensland.
Granite Castle Project – The Company holds a 100% interest in the Granite Castle Gold Project which comprises two exploration licences (EPM 14179 & 15527) and an application for a mineral development licence (MDL 493), located approximately 260km west of Townsville and 120km north of Hughenden in Queensland.
Charters Towers Project – The Company holds a 100% interest in one exploration licence (EPM 14388) located around the township of Charters Towers in north Queensland.
Coal Projects
Bacchus Marsh Project - the Company holds a 50% interest in two exploration licences (EL 5294 & 5323) located within the Parwan coal basin, approximately 60km west of Melbourne.
Latrobe Valley Project – The Company holds a 100% interest in the Latrobe Valley Project which comprises six exploration licences (EL 5210, 5336, 5337, 5338, 5428 and 5429) located 150km east of Melbourne and immediately adjacent to the main Latrobe Valley coal basin.
Table 1: Mantle’s Tenement Schedule.
Tenement Project Name Grant
Date Expiry Date Area O’ship (%) ML 80035 1 Norton Norton 04/04/1996 30/04/2017 22 Ha 90 MDL 493 Granite Castle Range Creek application 1168 Ha 100 EPM 14179 Granite Castle Range Creek 25/11/2004 24/11/2017 6 sb 100 EPM 15527 Granite Castle Oaky Creek 30/11/2007 29/11/2015 27 sb 100 EPM 14388 Charters Towers Charters Towers 24/02/2005 23/02/2020 7 sb 100 EL 5294 2 Bacchus Marsh Bacchus Marsh 23/03/2011 22/03/2016 154 grat 50
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 8 Figure 1: Mantle’s Project Locations.
JORC DISCLOSURES
The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves has been reported in accordance with the requirements of 2012 Edition of the “Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves” (the “2012 JORC Code”). Such information has been compiled by Competent Persons as defined in the 2012 JORC Code and is supported by the various Competent Persons Statements set out below.
The Company undertakes its annual review of Exploration Results, Mineral Resources and Ore Reserves as of 30 June every year.
The Company confirms that it is not aware of any new information or data that materially affects the information included in the market announcements as noted for each Mineral Resource, a) thru e) below, and in the case of estimates of Mineral Resources or Ore Reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcements continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements.
The Norton Mineral Resource was added to The Company’s Mineral Resources during the year. A portion of the Latrobe Valley Mineral Resource was relinquished during the year and the Company is working with the original consultant to have the remaining Mineral Resource estimated.
Follow-up drill programs have been designed for most projects aimed at re-estimating Company Mineral Resources and underscoring production studies as and when appropriate.
The Company relies on arms length professional consultants for the estimation of all Mineral Resources and Ore Reserves and maintains two levels of internal review; Exploration Managers and the Managing Director.
a) Competent Persons Statement: Norton Gold Project
Table 2: Norton Mineral Resource, above 2 g/t Au cut-off.
Class Tonnes Gold
(g/t) Gold (oz) Silver (g/t) Silver (oz) Indicated 107,000 6.2 21,100 15 50,300 Inferred 141,000 3.9 17,700 12 52,600 Total 248,000 4.9 38,800 13 103,000
Table 3: Norton near surface Mineral Resource subset, above 2 g/t Au cut-off*.
Class Tonnes Gold
(g/t) Gold (oz) Silver (g/t) Silver (oz) Indicated 70,000 6.8 15,200 16 36,000 Inferred 58,000 3.9 7,400 10 18,600 Total 128,000 5.5 22,600 13 54,600
The information in Table 2 is extracted from the report entitled “Norton Gold Mine Resource Estimate” created on 15 May 2015 and the information in Table 3 is extracted from the report entitled “Positive Norton Gold Mine Scoping Study” created on 8 July 2015, both of which are available to view on www.mantlemining.com.
Both of the above reports contained the following Competent Person’s statement: “The information in this report that relates to Mineral Resources is based on information compiled by John Horton, Principal Geologist of ResEval Pty Ltd, who is a Fellow of the Australasian Institute of Mining and Metallurgy, a Member of the Australian Institute of Geoscientists. Mr Horton has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Horton consents to the inclusion in the report of matters based on his information in the form and context in which it appears.”
b) Competent Persons Statement: Granite Castle Project
Table 4: Granite Castle Mineral Resource, above 1 g/t Au cut-off.
Class Tonnes Gold
(g/t) Gold (oz) Silver (g/t) Silver (oz) Measured 111,000 4.3 15,500 58 205,800 Indicated 250,000 3.6 28,800 71 567,900 Inferred 403,000 2.5 32,900 56 727,200 Total 765,000 3.1 77,200 61 1,500,900
The information in Table 4 is extracted from the report entitled “Improved Confidence Levels for Granite Castle Resource” created on 28 May 2008 and available to view on www.mantlemining.com. The report contained the following Competent Person’s statement: “The information in this report that relates to Mineral Resources is based on information compiled by Dr William Yeo, a full time employee of Hellman and Schofield Pty Ltd. Dr Yeo is a Member of the Australasian Institute of Mining and
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 10 c) Competent Persons Statement: Charters Towers Project
Table 5: Charters Towers (Great Britain) Mineral Resource, above 1 g/t Au cut-off.
Class Tonnes Gold
(g/t)
Gold (oz)
Inferred 1,535,000 2.2 109,000
Total 1,535,000 2.2 109,000
The information in Table 5 is extracted from the report entitled “Disclosure Document” created on 2 October 2006 and available to view on www.mantlemining.com. Information in this report is based on information from a report provided by Resource Evaluations Pty Ltd that contained the following Competent Persons statement: “This report was completed under the overall supervision and direction of Gerry Fahey and the 3-D modeling and Mineral Resource estimation was carried out by Mark Drabble both of whom are Competent Persons as defined in the Australasian Code for the Reporting of Mineral Resources and Ore Reserves (JORC Code) 1999 Edition and who consent to the inclusion in this report of the matters based on his information in the form and context in which it appears.” d) Competent Person Statement: Bacchus Marsh Coal Project
Table 6: Bacchus Marsh Mineral Resource, below 30% Ash cut-off.
Class Tonnes (Bt) TM (%) Ash (% db) VM (% db) FC (% db) TS (% db) GDSE (MJ/kg) Inferred 1.6 52.9 10.4 47.2 42.4 3.4 24.5 Total 1.6 52.9 10.4 47.2 42.4 3.4 24.5
The information in Table 6 is extracted from the report entitled “Mantle Reports Maiden JORC Resource” created on 15 August 2012 and available to view on www.mantlemining.com The report contained the following Competent Person’s statement: “Information in this report that relates to Coal Resource estimates prepared by AMC Consultants Pty Ltd is based on information compiled by Ms K Zunica, who is a Member of the Australasian Institute of Mining and Metallurgy and is a full time employee of AMC Consultants Pty Ltd. The estimates are based on exploration data provided by Mantle Mining Corporation Ltd. Ms Zunica has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which she is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Ms Zunica has provided written consent to the inclusion in the report of the matters based on her information in the form and context in which it appears.”
e) Competent Person Statement: Latrobe Valley Coal Project
Table 7: Latrobe Valley (Yarragon) Inferred Mineral Resource.
Region Grid Mean Thickness (m) (km2) Area Density (g/cc) Tonnage (Mt)
Yarragon A seam 7.73 5.51 1.25 53
Yarragon B seam north 11.33 3.39 1.25 48
Yarragon B seam south 17.06 8.84 1.25 188
Total 289
The information in Table 7 is extracted from the report entitled “Mantle Acquires 289M Tonne JORC Inferred Coal Resource” created on 23 August 2013 and available to view on www.mantlemining.com.
The report contained the following Competent Person’s statement: “The information compiled in this report relating to resources is based on information compiled by Gordon Saul, who is a member of the Australian Institute of Geoscientists and who is employed by Resolve Geo Pty Ltd. Gordon has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Gordon Saul consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.”
f) Competent Person’s Statement: Other
The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Mark Maxwell and Mr Stuart Moore, both employees of Mantle Mining Corporation Ltd. Mr Maxwell and Mr Moore are both Members of the Australasian Institute of Mining and Metallurgy and both have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are 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 Maxwell (for Coal) and Mr Moore (for Minerals) consent to the inclusion in the report of the matters based on their information in the form and context in which it appears.
REVIEW OF OPERATIONS The Norton Gold Mine
The Norton Gold Mine is located within the historic Norton gold field less than 100 km south of the port city of Gladstone, Queensland (Figure 2).
Figure 2: Norton Gold Mine project location.
The project is located within an outcropping area central to a major Intrusion Related Gold System (IRGS) within the New England Orogen of Eastern Australia. The region hosts several major gold
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 12 Mining Licence ML80035 covers the majority of the historically known gold lodes within the Norton gold field. Joint Venture partner, Avanti Mining & Contracting Pty Ltd, holds a 10% interest in the project and provides management services to the joint venture.
The licence area contains eight significant shear systems, four of which have been previously mined and are the focus of previous drilling, the current resource estimate, and current redevelopment studies (Figure 3).
At Norton, gold and silver is contained in high grade, sub-vertical shears, which outcrop at surface and there remains potential for identification of additional mineral resources within the ML. During the year, within western areas of ML 80035 probable extensions of the known mineralised structures, and others, were recognised during reconnaissance geological prospecting and mapping (Figure 4). Limited rock chip sampling has demonstrated these shears to be mineralised. They also exhibit a similar structural pattern to that evident in the core Never Never – Frampton – Little Wonder resource areas.
Subsequent to the end of the period, the Company announced preliminary trenching had confirmed high grade near surface gold mineralised shear extensions at the Norton Gold Mine. Those results showed gold assays of up to 50.5 g/t Au from veins in trenches, giving increased confidence in Nine Grams and Stockwork as shallow mining targets. This new information also focuses exploration and resource drilling targets at Frampton and Chandler and provides potential for improvement in Norton project life and economics.
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 14 During the year, an independent JORC (2012) Mineral Resource estimate was calculated for the Norton Gold Mine to a maximum depth of 150m below surface (Table 8).
Table 8: Norton Mineral Resource, above 2 g/t Au cut-off*.
Class Tonnes Gold
(g/t) Gold (oz) Silver (g/t) Silver (oz) Indicated 107,000 6.2 21,100 15 50,300 Inferred 141,000 3.9 17,700 12 52,600 Total 248,000 4.9 38,800 13 103,000
*Refer to page 9 for JORC disclosures.
To provide an indication of Mineral Resource material with potential for open pit mining a Mineral Resource subset was reported above a reasonable depth assumption of either 40 m depth at Never Never, Chandler and Frampton areas where Indicated Mineral Resources demonstrate good continuity and high grades, or 20 m depth in the central area, which is less well drilled and generally lower grade (Table 9).
Table 9: Norton near surface Mineral Resource subset, above 2 g/t Au cut-off*.
Class Tonnes Gold
(g/t) Gold (oz) Silver (g/t) Silver (oz) Indicated 70,000 6.8 15,200 16 36,000 Inferred 58,000 3.9 7,400 10 18,600 Total 128,000 5.5 22,600 13 54,600
*Refer to page 9 for JORC disclosures.
During the year, an internal scoping study was completed forecasting a robust project delivering favorable returns. Proposed mining is to a maximum depth of 30 m. This is similar to the existing 25 m depth at Never Never (Figures 5 and 6).
Figure 6: Norton Gold Mine Scoping Study cross-section (Figure 5 for section location).
The mining schedule for the scoping study assumes mining of the Frampton-Chandler and then the Never Never pits. Since Chandler lies downhill from Frampton a top down mining sequence results in the majority of the higher grade Chandler being scheduled later in the sequence (Table 10). This provides some upside if Chandler were targeted for earlier production.
Table 10: Scoping Study annual schedule with factored Mineral Resource above 2 g/t Au cut-off.* Year Location
Waste Material Mill Feed Feed by Classification
Strip Ratio kt kbcm kt kbcm Au g/t kt Indicated kt Inferred Year 1 Frampton 403 157 25.0 9.6 5.6 17.8 7.2 16 Year 2 Frampton 263 101 25.0 8.9 7.2 18.6 6.4 11 Year 3 Never N 167 65 11.5 4.0 6.7 10.5 1.0 14 Total 833 323 61.5 22.5 6.5 46.9 14.7 14
*Refer to page 9 for JORC disclosures.
Metallurgical testwork was undertaken on multiple samples from the minesite, including a bulk sample of typical mineralisation to be mined from Frampton. A detailed process flowchart has been defined with equipment acquisition and site setup ongoing (Figure 7).
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 16 Figure 7: Norton Gold Mine process flowchart.
A high grade concentrate will be produced onsite and transported to a toll treatment plant. Revenue will be dictated by toll treatment costs, be that by toll treatment or direct sales of concentrate. For the scoping study, toll treatment is assumed with treatment costs and toll treatment margin deducted from revenue received.
The scoping study base case assumes mining of 25,000 tpa of 6.5 g/t Au material, that is processed onsite at a 90% recovery into a concentrate which is then transported to a toll treatment plant for a subsequent 90% recovery into gold dore bars. Approximately 10,300 oz of gold is recovered into dore over the 2.5 year initial mine life.
The scoping study projects that the Norton Gold Mine will be a low capital cost, low all in sustaining cost, high grade gold mine. At base case assumptions, the mine is projected to deliver a Net Present Value (NPV 8%) of $4.7 million over its initial 2.5 year life. The projected All In Sustaining Cost (AISC) of only $775/oz produced from the CIL/CIP plant is extremely robust when compared to both the modeled gold price of $1,500/oz and typical Australian AISCs of around $1,000/oz (Table 11).
Table 11: Norton Gold Mine Scoping Study key aspects*
Parameter Assumption or Output
Resource % in Indicated category 76%
% in Inferred category 24%
Mine design Initial mine life 2.5 years
Mining rate 25 000 tpa ROM
ROM head grade 6.5 g/t
Gold Recovery Onsite concentrate 90%
Toll Treatment 90%
Revenue Gold recovered 10,340 oz
Gold price $1,500 /oz
Justification All in sustaining cost (AISC) $775 /oz NPV (8% discount rate) $4.7 million
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 18 The Granite Castle Gold Project
The Granite Castle Gold Project is located 260km west of Townsville and 120km north of Hughenden in Queensland (Figure 8).
Figure 8: Granite Castle project location
The project area contains two exploration licence areas EPM’s 14179 and 15527, and an application for a mineral development licence MDLA 493 (Figure 9).
Figure 9: Granite Castle tenements on surface geology
EPM 14179 contains the Granite Castle Mineral Resource, which is 600m in length and remains open to the east, the west and at depth. The area also contains a large swarm of gold-silver mineralised shears with over 14km identified to date. These shears are exposed at surface, in close proximity to, and semi parallel to, the Granite Castle shear (Figure 10 and Table 12).
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 20 Figure 10: Granite Castle Resource area and mineralised shears.
Table 12: Granite Castle Mineral Resource, above 1 g/t Au cut-off*
Class Tonnes Gold (g/t) Gold (oz) Silver (g/t) Silver (oz)
Measured 111,000 4.3 15,500 58 205,800
Indicated 250,000 3.6 28,800 71 567,900
Inferred 403,000 2.5 32,900 56 727,200
Total 765,000 3.1 77,200 61 1,500,900
*Refer to page 9 for JORC disclosures.
The geologic model of the Granite Castle Mineral Resource is relatively simple with the majority extending from surface, sub-vertically to 150m depth (Figure 11).
Figure 11: Granite Castle Mineral Resource geologic model.
Strong IP anomalies were identified on both the Granite Castle and Coronation shears and drilling has confirmed the presence of shear-hosted gold mineralisation below these surface outcrops. As a result, it is apparent that there is excellent potential to deliver a major expansion of the existing resource by drilling on multiple mineralised shears at shallow depths (Figure 12).
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 22 zone intersections carrying high grades recognised a second set of conjugate shears cutting across the main mineralised shears (Figure 13).
Figure 13: Reinterpretation of the structural context of gold mineralisation at Granite Castle.
An important interpretation of these observations is that gold is more strongly concentrated along and around shear zone intersections, where changes in volume and shear strain have influenced fluid flow. As a result, new detailed mapping is being undertaken in order to further understand these structural controls.
Mantle applied for an upgrade to a Mineral Development Licence (MDL) at the Granite Castle project. MDL 493 covers the main deposit area at Granite Castle (Figure 14).
Figure 14: MDL 493 application area.
Mantle is participating in the Queensland Government Department of Resources and Mines 3-year collaborative project “Intrusion-related Gold Systems of North Queensland”. The project team, which includes Dr. Greg Morrison, has already reviewed Mantle’s Granite Castle deposit north of Hughenden (EPMs 14179 and 15527) and will also be including Mantle’s Great Britain and Puzzler-Balfes Creek areas at Charters Towers in the list of sites to be included in the project.
The work to date has shown that the mineralisation at Granite Castle is likely to be of the same age as that at Charters Towers, and so is younger than most of the rock types in the Granite Castle Project Area (excluding the surficial basalt flows). Examination of core has demonstrated that the mineralisation cuts Carboniferous felsic dykes. This has implications for exploration as there are a number of significant regional structures that are known to host Carboniferous intrusive bodies in what are presently poorly explored areas of EPM15527.
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 24 The Charters Towers Gold Project
The Charters Towers Gold Project is located around the township of Charters Towers in north Queensland (Figure 15).
Figure 15: Charters Towers project location
Mantle’s tenement (EPM 14388) contains two main project areas; Great Britain and Puzzler (Figure 16).
During the year, EPM14388 was renewed for a further 5 years, to 22 February 2020, over 7 sub-blocks with no further relinquishments mandated.
Figure 16: Charters Towers project areas on geology.
The project area contains the Great Britain Mineral Resource (Table 13). The geological model of the Great Britain Mineral Resource is relatively simple with mineralisation hosted in three shallowly dipping lenses (Figure 17).
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 26 Figure 17: Great Britain Mineral Resource geologic model.
Table 13: Great Britain Mineral Resource, above 1 g/t Au cut-off*
Class Tonnes Gold
(g/t)
Gold (oz)
Inferred 1,535,000 2.2 109,000
Total 1,535,000 2.2 109,000
*Refer to page 10 for JORC disclosures.
Review of all drilling at Great Britain showed that 40 holes are currently not included in the Mineral Resource model. All 40 holes have intersections greater than 1g/t gold, including some thick intersections up to approximately 8m at 4g/t gold from 40m deep. It is possible that the Great Britain deposit may contain relatively higher grade gold values in steeply dipping structures within a broad lower grade envelope. 6 new drill holes are proposed to confirm the structural controls.
To the east of Charters Towers, the Gromac/Puzzler project area is prospective for bulk tonnage disseminated deposits of gold, silver, molybdenum and copper. The area is located in a major magnetic, geologic and structural corridor (Figures 18 and 19).
Figure 18: Surface geology. Figure 19: Aerial magnetics.
The general area surrounding the historic Puzzler mine is considered prospective for extensions of gold mineralisation below the pit, along strike and to the west (Pictures 1 and 2).
Picture 1: Puzzler gold mine. Picture 2: Satellite image of Puzzler open pit.
-2,282,400 mN -2,282,300 mN -2,282,200 mN -2,282,100 mN 1 6,2 95 ,2 0 0 m E 1 6,2 95 ,0 0 0 m E 1 6,2 95 ,1 0 0 m E 1 6,2 95 ,3 0 0 m E 1 6,2 95 ,4 0 0 m E 1 6,2 95 ,5 0 0 m E 1 6,2 95 ,6 0 0 m E -2,282,500 mN Drawing: 14388_PUZ_2011-001 Date:14/4/2011 Scale: 1:2500 Projection: Popular Visualization CRS Office: Townsville Author: S.Moore
100
MANTLE MINING CORPORATION LIMITED
0 25 50 metres
EPM 14388 Puzzler Open Pit Bing Imagery extract at
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 28 Picture 3: Balfes Creek prospect area.
Mineralisation at Balfes Creek can be traced over at least 100m strike and remains open at depth. Reverse circulation drilling at Balfes Creek produced the following significant results:
9m @ 3.0g/t from 12m hole 96PZRC013 6m @ 1.2g/t from 14m hole 96PZRC025 6m @ 8.0g/t from 3m hole 96PZRC032 7m @18.3g/t from 2m hole 97PZB064
A Sub-Audio Magnetics (SAM) geophysics survey has been undertaken over the Balfes Creek and Puzzler prospects. The SAM results were integrated into Mantle’s project database and interpreted and drill programs have been designed.
The Bacchus Marsh Coal Project
The Bacchus Marsh Coal Project is located within the Parwan coal basin, approximately 60km west of Melbourne and a similar distance north of the Port of Geelong (Figure 20).
The project contains a 1.6 Bt brown coal Mineral Resource (Figures 21, 22 and Table 14). Figure 21: Coal Resource area.
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 30 The Mineral Resource area immediately surrounds a brown coal mine. The Maddingley Mine (MIN 4701) is owned and operated by a third party (Picture 4).
Picture 4: Upper portion of the coal seam at the Maddingley Mine.
Due to its high moisture content and propensity for self-heating, brown coal is primarily used as a fuel for mine-mouth power stations. In order to capture a share in the emerging upgraded brown coal market place, Mantle formed a joint venture with clean coal technology company Exergen Pty Ltd (Exergen).
Exergen has developed Continuous Hydro-Thermal Dewatering (CHTD), a technology that transforms low grade, high moisture brown coal into cleaner utilisation products with lower carbon dioxide emissions. The process is seen as an “enabling technology” for a number of coal conversion technologies such as coal to gas, coal to oil and coal to chemicals and fertilizers. CHTD is highly efficient because water is physically separated from the coal in the liquid state, rather than being removed through the highly energy-intensive process of evaporation.
A CHTD autoclave consists of concentric pipes placed in a mine shaft or bore-hole to a depth of 1 km. The weight of the column of coal-water slurry circulating through the autoclave provides sufficient pressure to prevent boiling at a temperature of 300oC at the bottom of the autoclave. A reaction takes place changing the composition and structure of the coal and allowing significant portions of coal moisture to be efficiently removed (Figures 23 and 24).
Figure 23: CHTD process schematic. Figure 24: CHTD autoclave.
Upgrading brown coal in this manner has significant environmental benefits as a result of the reduction in carbon emissions that result from the use of the upgraded coal when compared with using the raw coal. In addition, the coal changes chemistry from water attracting to water repelling and can be transported in slurry form making it a very safe product to handle.
Exergen expects CHTD coal would be used in next generation, state of the art power stations being constructed in India. This type of power station emits 30 - 40% less carbon dioxide than Victoria’s existing coal-fired power stations. CHTD also brings value to a number of downstream uses for upgraded brown coal, including char, fertilisers, pyrolysis oils and liquid fuels. Liquid fuels are currently being developed for use in Direct Injection Coal Engines (DICE).
CHTD slurry could be pumped through pipelines to processing facilities at ports, where it could be dewatered and processed into valuable commercial products. Preferred pipeline routes from the Latrobe Valley to the Port of Hastings and from Bacchus Marsh to the Port of Geelong have been defined (Figure 25).
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 32 Figure 26: Mantle’s Victorian coal project locations.
During the year, Exploration Licences (ELs) 5336, 5338, 5428 and 5429 were all granted and EL 5210 successfully renewed (Figure 27).
Mantle’s long term plan is to enable a transition from unenhanced (raw) brown coal utilisation for power generation in the Latrobe Valley into sustainable renewable energy production via the development of combined solar pumped - hydro generation systems. This would allow for a stepwise move from carbon intensive generation, with low socio economic impact, to renewable energy generation.
Mantle intends to seek an allocation and determine the extent of deeper black coal seams under the Latrobe Valley (S7 Exempt Area in Figures 26 and 27) with a view to establish underground mining. Once mined out, the underground reservoir walls would be concrete seal lined to prevent leakage and hydraulically linked to surface dams (old brown coal open cuts in the S7 Exempt Area) via high efficiency, reversible hydro-generators and pumps.
Solar generation, during the day, would be used to pump water from the underground reservoirs to the surface dams while that same water is used to generate hydro-electric power at night or during short high-demand peak periods when very profitable.
The Trafford (Mt Mulligan) Coal Project
A reprioritisation of Mantle’s projects toward its more advanced gold projects relegated the Mt Mulligan Coal Project to a lower priority for development. This strategically complex project demanded high ongoing costs for a project of less advanced prospectivity at a time when investor interest in thermal coal is low. As a result, the project tenements were abandoned and the project shut down.
Corporate Activities
During the financial year, the Company undertook the following capital raisings to fund its activities during the year.
Share Purchase Plan & Top-Up Placement
On 14 August 2014 the Company announced that it had issued 48,986,095 fully paid ordinary shares to raise a total of $860,000 under a Share Purchase Plan (underwritten to $750,000) and a Top-up Placement. The shares were issued at a price of $0.017556 each, which represented a 15% discount to the 5 trading day VWAP of Shares traded on ASX over the relevant pricing period.
Placement to Sophisticated Investors
On 8 January 2015, the Company raised $200,000 under a placement to an existing shareholder and long term supporter of the Company. The Company issued 16,666,667 fully paid ordinary shares at an issue price of $0.012 per share, together with 1.5 free attaching unlisted options for every 2 shares issued under the placement (being a total of 12,500,000 options). The options issued have an exercise price of $0.018 and an expiry date of 30 June 2016.
In addition to the above the Company also accepted a total of $150,000 in additional subscriptions on identical terms (other than that these subscriptions are subject to shareholder approval in accordance with the ASX Listing Rules), from related parties of the Company (Directors Ian Kraemer and Martin Blakeman). The funds are currently held as unsecured interest free loan funds pending shareholder approval which the Company intends to seek at the upcoming annual general meeting.
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 34 the Company receiving subscriptions for a total of 60,768,834 Shares and 30,384,471 Options, raising $668,457 before costs.
The Company subsequently announced on 14 May 2015 that it had raised a further $220,000 (before costs) pursuant to the Shortfall Offer under the Rights Issue, after it issued 20,000,000 fully paid shares and 10,000,000 MNMOB Options to an existing shareholder and long term supporter of the Company on the same terms and conditions as the Rights Issue.
New funds raised with the support of existing and new shareholders were applied to acquisitions, exploration and mine development programs with the major area of expenditure during the year being on the delivery of a Mineral Resource estimate and positive Scoping Study for the Norton Gold Mine. Director and Employee Fee Plan
At the Annual General Meeting held on 13 November 2014, Shareholders approved the Company’s Directors and Employees Fee Plan ("Plan") under which any full or part-time employee or director of the Company or any related entity or any nominee can elect to be paid some or all of the cash remuneration accrued to them by the issue of Shares.
During the year the Company issued a total of 8,589,670 fully paid ordinary shares under the Plan, in lieu of cash remuneration totalling $139,126. Subsequent to the end of the financial year, the Company issued a further 5,651,232 fully paid ordinary shares in lieu of cash remuneration totalling $71,775 which was outstanding as at 30 June 2015.
As a result of the Plan, the Company has been able to reduce a portion of the cash costs of the Company, allowing a greater proportion of the Company's cash reserves to be allocated to advancing the Company's projects.
EXPENDITURE
New funds raised with the support of existing and new shareholders were applied to acquisitions, exploration and mine development programs. Corporate overheads continued to be held at low levels by the maintenance of a very flat management structure.
Mantle’s major area of expenditure during the year was related to delivery of a Mineral Resource estimate and positive Scoping Study for the Norton Gold Mine.
Refinement of Mantle’s project portfolio continued to focus on a “closer to production” position. The Trafford Coal project was shut down due to poor fundamentals.
DIVIDENDS PAID OR RECOMMENDED
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.
FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES
Mantle intends to continue to pursue its principal activities, which are to acquire tenements within Australia and to locate economically developable deposits of gold and coal. It is the Company’s intention to progress deposits through feasibility into mining operations, for the benefit of shareholders. To this end, on 14 August 2015 the Company announced a proposed acquisition of Morning Star Gold NL (ASX:MCO).
The Company considers precious and base metals (gold, silver, copper, lead, zinc and nickel) and downstream hydrocarbon products (manufactured from upgraded brown coal) to hold excellent medium and long term value when forecast demand cycles are considered.
ENVIRONMENTAL ISSUES
The Company is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all regulations at all times.
FORWARD LOOKING STATEMENTS
This Report may include statements deemed “forward-looking statements”. Although the Company believes the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially.
CONTINGENT ASSETS AND LIABILITIES
The Company did not have any material contingent assets or liabilities as at 30 June 2015. EVENTS SUBSEQUENT TO BALANCE DATE
Subsequent to the period, the consolidated entity announced the following to the ASX:
On 8 July 2015, the Company released the Norton Gold Mine Scoping Study results, which projected a robust project delivering favourable returns.
On 14 August 2015, the Company announced that it had reached an agreement with the deed administrators and secured creditor of Morning Star Gold NL (MCO) to acquire the rights to a 95% interest in MCO via an acquisition of shares.
On 4 September 2015 the Company announced that trenching had confirmed high-grade near surface gold mineralised shear extensions at the Norton Gold Mine.
On 7 September 2015 the Company announced that it had issued 5,651,232 shares to certain employees, directors and consultants in lieu of cash remuneration under the Company’s Director and Employee Fee Plan.
On 11 September 2015, the Company announced a fully underwritten non-renounceable priority offer to holders of expired MNMOA Options to raise up to $157,947 upon the issue of up to 78,973,425 new options.
On 16 September 2015, the Company announced the discovery of anomalous gold around a newly recognised intrusive plug at the Granite Castle gold project.
On 18 September 2015, the Company released a Notice of General Meeting for a shareholders meeting to be convened on 19 October 2015 for the purposes of seeking shareholder approval for the issue of securities under the Priority Offer and various other ratifications.
On 23 September 2015, the Company announced that it had executed a memorandum of understanding with Gekko Systems Pty Ltd for the provision of mineral processing solutions to support the Company’s resource development projects.
On 28 September 2015, the Company raised $250,000 under a placement to an existing shareholder issuing 20,833,333 fully paid ordinary shares at $0.012 each with 15,625,000 free attaching options exercisable at $0.015 on or before 30 November 2017.
Other than disclosed above, since the end of the financial year, the Directors are not aware of any matters or circumstances not otherwise dealt with in this report or consolidated financial statements 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 subsequent financial periods.
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 36 REMUNERATION REPORT (Audited)
This report details the nature and amount of remuneration for each Director of Mantle Mining Corporation Ltd, and other key management personnel, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Remuneration policy
In determining competitive remuneration rates, the Board considers 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 also be obtained to confirm that executive remuneration is in line with market practice and is reasonable in the context of Australian executive reward practices.
Performance-based remuneration
The Board recognises that Mantle Mining Corporation Ltd operates in a global environment. To prosper in this environment the consolidated entity must attract, motivate and retain key executive staff.
The principles supporting the consolidated entity’s remuneration policy are that: Reward reflects the competitive global market in which we operate;
Rewards to executives are linked to creating value for shareholders. Where possible, reward in the form of options are set with exercise prices materially above the share price at the time of grant;
Remuneration arrangements are equitable and facilitate the development of senior management across the consolidated entity; and
Where appropriate senior managers may receive a component of their remuneration in equity to align their interests with those of the shareholders.
Market comparisons
Consistent with attracting and retaining talented executives, the Board endorses the use of incentive and bonus payments. The Board may seek external advice to ensure reasonableness in remuneration scale and structure, and to compare the consolidated entity’s position with the external market. The impact and high cost of replacing senior employees and the competition for talented executives requires the consolidated entity to reward key employees when they deliver consistently high performance.
Board remuneration
Shareholders approve the maximum aggregate remuneration for Non-Executive Directors. The Board determines actual payments to directors and reviews their remuneration annually having regard to market practice, relativities, and the duties and accountabilities of directors. A review of the Directors’ remuneration is conducted annually to benchmark overall remuneration including retirement benefits. Consolidated entity performance and link to remuneration
There is no director remuneration directly linked to performance of the consolidated entity. A portion of bonus and incentive payments are at the discretion of the Board.
Voting and comments made at the Company’s 2014 Annual General Meeting (“AGM”)
At the 2014 AGM, 99% of the votes cast were in favour of the adoption of the remuneration report for the year ended 30 June 2014. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration for years ended 30 June 2015 and 30 June 2014
The remuneration for each Director and other key management personnel of the consolidated entity during the year was as follows:
2015 Short-term Benefits (Salary and fees) Post Employment Benefits (Super-annuation) Cash Bonus Equity based payment Other payments Total Perform-ance Related $ $ $ $ $ $ % Directors Martin Blakeman 17,000 - - 31,000 - 48,000 - Ian Kraemer 173,442 22,309 - 61,390 - 257,141 - Stephen de Belle 14,875 - - 27,125 - 42,000 - Peter Anderton* 10,500 - - 14,000 - 24,500 - 215,817 22,309 - 133,515 - 371,641 Key Management Personnel Stuart Moore 134,893 13,998 - 12,882 - 161,773 - Mark Maxwell 131,802 13,703 - 12,868 - 158,373 - 266,695 27,701 - 25,750 - 320,146 * Resigned 29 January 2015
Note: $54,447 of salary, fees and commissions accrued was paid in equity on 7 September 2015 under the Company’s Directors and Employees Fee Plan. A further $9,198 will be paid in equity pending shareholder approval to be sought at this year’s AGM. Should shareholders not approve the issue, those accrued amounts will be payable in cash.
2014 Short-term Benefits (Salary and fees) Post Employment Benefits (Super-annuation) Cash Bonus Equity based payment Other payments Total Perform-ance Related $ $ $ $ $ $ % Directors Martin Blakeman 24,000 - - 24,000 - 48,000 - Ian Kraemer 232,833 21,537 - - - 254,370 - Stephen de Belle 21,000 - - 21,000 - 42,000 - Peter Anderton 42,000 - - - 2,400 44,400 - 319,833 21,537 - 45,000 2,400 388,770 Key Management
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 38 Equity instrument disclosures relating to key management personnel
(i) Option holdings
The number of options over ordinary shares in the consolidated entity held during the financial year by each director and other key management personnel of the consolidated entity, including their personally related parties, is set out below.
2015 Balance at start of year Granted during year as remun-eration Exercised during year Other changes during year (i) Balance at end of year Options vested and exercisable at end of year Directors/ Executive
Number Number Number Number Number Number
Martin Blakeman 4,257,860 - - (2,439,678) 1,818,182 1,818,182 Ian Kraemer 161,577 - - 472,475 634,052 634,052 Stephen de Belle - - - 1,981,237 1,981,237 1,981,237 Peter Anderton* 162,500 - - (162,500) - - 4,581,937 - - (148,466) 4,433,471 4,433,471 Stuart Moore - - - - - - Mark Maxwell - - - 129,008 129,008 129,008 4,581,937 - - (19,458) 4,562,479 4,562,479 * Resigned on 29 January 2015 2014 Balance at start of year Granted during year as remun-eration Exercised during year Other changes during year (i) Balance at end of year Options vested and exercisable at end of year Directors/ Executive
Number Number Number Number Number Number
Martin Blakeman 9,462,532 - - (5,204,672) 4,257,860 4,257,860 Ian Kraemer 4,161,577 - - (4,000,000) 161,577 161,577 Stephen de Belle 1,598,700 - - (1,598,700) - - Peter Anderton 282,613 - - (120,113) 162,500 162,500 15,505,422 - - (10,923,485) 4,581,937 4,581,937 Stuart Moore - - - - - - Mark Maxwell - - - - - - 15,505,422 - - (10,923,485) 4,581,937 4,581,937 Changes in number of options
2015 Expiry Exercise
price
Grant date Number acquired
Number exercised
Number lapsed Martin Blakeman 30 June 2015 $0.045 4 June 2013 4,257,860 - (4,257,860) Ian Kraemer 30 June 2015 $0.045 4 June 2013 161,577 - (161,577) Peter Anderton 30 June 2015 $0.045 4 June 2013 162,500 - (162,500) Martin Blakeman 30 June 2016 $0.018 11 March 2015 1,818,182 - 1,818,182 Ian Kraemer 30 June 2016 $0.018 11 March 2015 634,052 - 634,052 Stephen de Belle 30 June 2016 $0.018 11 March 2015 1,981,237 - 1,981,237 Mark Maxwell 30 June 2016 $0.018 11 March 2015 129,008 - 129,008
Changes in number of options (continued)
2014 Expiry Exercise
price
Grant date Number acquired
Number exercised
Number lapsed
Martin Blakeman 1 Dec 2013 $0.075 various - - (5,204,672)
Ian Kraemer 1 Dec 2013 $0.075 15 March 2013 - - (3,000,000) Stephen de Belle 1 Dec 2013 $0.075 various - - (1,598,700) Peter Anderton 1 Dec 2013 $0.075 28 Oct 2011 - - (120,113) Ian Kraemer 31 Dec 2013 $0.25 11 March 2013 - - (1,000,000) (ii) Share holdings
The number of shares in the consolidated entity beneficially held during the financial year by each director and other key management personnel of the consolidated entity is set out below. There were 7,682,900 (2014: 1,299,542) ordinary shares issued during the year in lieu of fees and salaries to the Key Management Personnel in accordance with the Director and Employee Fee Plan which was approved by shareholders at the Company’s AGM held on 13 November 2014.
Name Balance at start
of year Received during year on exercise of options Other changes during year Balance at end of year
Number Number Number Number
2015 Directors/ Executive Martin Blakeman 34,755,978 - 9,246,292 44,002,270 Stephen de Belle 9,683,971 - 6,485,949 16,169,920 Peter Anderton* 4,914,363 - 1,214,892 6,129,255 Ian Kraemer 1,572,911 - 3,499,494 5,072,405 50,927,223 - 20,446,627 71,373,850 Stuart Moore 50,000 - 784,896 834,896 Mark Maxwell - - 1,032,060 1,032,060 50,977,223 - 22,263,583 73,240,806 * Resigned on 29 January 2015 2014 Directors/ Executive Martin Blakeman 34,062,889 - 693,089 34,755,978 Stephen de Belle 9,077,518 - 606,453 9,683,971 Peter Anderton* 4,914,363 - - 4,914,363 Ian Kraemer 1,572,911 - - 1,572,911 49,627,681 - 1,299,542 50,927,223 Stuart Moore 50,000 - - 50,000 Mark Maxwell - - - -
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 40 Employment contracts of directors and senior executives (continued)
The terms and conditions of the appointments of Messrs de Belle and Blakeman are set out in formal letters of appointment which do not include any entitlement to termination payments.
Shares granted as remuneration
Shares issued to directors and other key management personnel during the year
Name Date No of shares Issue price $
Martin Blakeman 28 November 2014 1,443,656 $0.016 24,000 Stephen de Belle 28 November 2014 1,263,199 $0.016 21,000 Peter Anderton 28 November 2014 1,157,932 $0.016 19,250
Ian Kraemer 28 November 2014 555,567 $0.016 9,236
Stuart Moore 28 November 2014 774,896 $0.016 12,882
Mark Maxwell 28 November 2014 774,045 $0.016 12,868
Martin Blakeman 3 February 2015 463,851 $0.014 7,000
Stephen de Belle 3 February 2015 405,869 $0.014 6,125
Peter Anderton 3 February 2015 405,869 $0.014 6,125
Ian Kraemer 3 February 2015 438,016 $0.014 6,140
Options granted as remuneration
During the year ended 30 June 2015 nil (2014: nil) options were granted as remuneration.
Meetings of directors
During the financial year, 17 meetings of Directors were held. Attendances by each Director during the year were as follows:
Number eligible to attend Number attended Martin Blakeman 17 17 Ian Kraemer 17 17 Stephen de Belle 17 17
Peter Anderton (resigned 29 January 2015) 10 10
The full Board fulfils the roles of remuneration, nomination and audit committees. Options
Unissued shares
At the date of this report, the unissued ordinary shares of Mantle Mining Corporation Ltd under option are as follows:
Grant date Date of expiry Exercise price Number under option
Various dates 30 June 2016 $0.018 52,884,471
Shares issued as a result of the exercise of options
During the financial year, nil (2014: 6) options have been exercised.
No person entitled to exercise options had or has any right by virtue of the option to participate in any share issue of any other body corporate.
Indemnifying officers or auditor
In accordance with the constitution, except as may be prohibited by the Corporations Act 2001 every officer of the Company shall be indemnified out of the property of the Company against any liability incurred by him in his capacity as officer, auditor 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. During the period the Company paid or agreed to pay premiums for directors’ and officers’ insurance.
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 proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of these proceedings.
MANTLE MINING CORPORATION LIMITED ABN 70 107 180 441 42 Non-audit services
The Board of Directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services disclosed below did not compromise the external auditor’s independence as the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.
The following fees were paid or are payable to the external auditors in respect of non-audit services provided during the year:
2015 2014
$ $
Taxation compliance services 15,039 10,868
Other services 975 750
Total 16,014 11,618
Offices of the Company who are former partners of RSM Bird Cameron Partners
There are no officers of the Company who are former partners of RSM Bird Cameron Partners. Auditor’s independence declaration
The lead auditor’s independence declaration as required by section 307C of the Corporations Act 2001, for the year ended 30 June 2015 has been received and can be found within this annual report. Signed in accordance with a resolution of the Board of Directors, pursuant to sections 290(2)(a) of the Corporations Act 2001.
MARTIN BLAKEMAN Chairman
The Board recognises the importance of establishing a comprehensive system of control and accountability as the basis for the administration of corporate governance.
To the extent relevant and practical, the Company has adopted a corporate governance framework that is consistent with The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (“Recommendations”).
The Board has adopted the following suite of corporate governance policies and procedures which are available on the Company’s website at www.mantlemining.com:
• Board Charter
• Corporate Code Of Conduct • Audit And Risk Committee Charter • Remuneration Committee Charter • Nomination Committee Charter • Continuous Disclosure Policy • Risk Management Policy • Remuneration Policy • Trading Policy
• Diversity Policy
• Shareholder Communications Strategy • Performance Evaluation Procedures
The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.
The Company is pleased to report that its practices are largely consistent with the Recommendations of the ASX Corporate Governance Council and sets out below its compliance and departures from the Recommendations for the financial year ended 30 June 2015.
In light of the Company’s size and nature, the Board considers that the current corporate governance regime is a fit-for-purpose, efficient, practical and cost effective method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the implementation of additional corporate governance policies and structures will be reviewed.
