CERVANTES CORPORATION LTD A.B.N AND CONTROLLED ENTITY FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

Transcription

1 CERVANTES CORPORATION LTD A.B.N FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

2 Corporate Directory Board of Directors Corporate Advisors Collin Vost Jackson Greeve Executive Chairman Suite Fitzgerald Street Justin Vost Perth WA 6000 Non-Executive Director Timothy Clark Non-Executive Director Solicitors Steinepreis Paganin GPO Box 2799 Perth WA 6001 Company Secretary Patrick J O Neill Auditors Rothsay Chartered Accountants Level 1 Lincoln House 4 Ventnor Avenue West Perth WA 6005 Registered Office Share Registry Shop 11 South Shore Piazza Advanced Share Registry 85 South Perth Esplanade 150 Stirling Highway South Perth WA 6151 Nedlands WA 6009 Contact Details Cervantes Corporation Ltd PO Box 1196 South Perth WA 6951 Stock Exchange Listing Australian Securities Exchange (Home Exchange: Perth, Western Australia) ASX Code: Ordinary Shares - CVS Tel: Fax: admin@cervantescorp.com.au Website: Bankers National Australia Bank Ltd Capital Office 100 St Georges Terrace Perth WA 6000

3 CERVANTES CORPORATION LTD (ABN ) INDEX Contents Page Corporate Governance Statement 2 Directors' Report 7 Remuneration Report 12 Shareholder Information 15 Statement of Profit or Loss and Other Comprehensive Income 17 Statement of Financial Position 18 Statement of Changes in Equity 19 Statement of Cash Flows 20 Notes to the Financial Statements 21 Directors' Declaration 51 Auditor s Independence Declaration 52 Independent Auditor s Report to the Members 53 Page 1

4 CERVANTES CORPORATION LTD (ABN ) CORPORATE GOVERNANCE Introduction The Board is responsible for the corporate governance of the Company. The major processes by which the Board fulfils those responsibilities are described in this statement. The Board considers that except to the extent expressly indicated in this statement, those corporate governance practices comply with the ASX Corporate Governance Council s Corporate Governance Principles and Recommendations with 3 rd Edition 2014 Amendments. Also, except to the extent expressly indicated in this statement, those practices were followed throughout the year. A copy of the Corporate Governance Statement, the Audit and Risk Management Committee Charter and the Company s Code of Conduct are available in the corporate governance section of the Company s website at together with other information which the ASX Corporate Governance Council s recommends be made publicly available. Corporate Governance Council Recommendation 1 Lay Solid Foundations for Management and Oversight Role of the Board of Directors The Board has responsibility for protecting the rights and interests of Shareholders and is responsible for the overall direction, monitoring and governance of the Group. Responsibility for managing the business on a dayto-day basis has been delegated to the Managing Director and the management team. The Board is responsible for the overall corporate governance of the Group and its subsidiaries. Responsibilities and Functions of the Board are set out under the Board Charter and include: i. setting the strategic direction of the Group, establishing goals to ensure that the strategic objectives are met and monitoring the performance of management against these goals and objectives; ii. ensuring that there are adequate resources available to meet the Group s objectives; iii. appointing the Managing Director, evaluating the performance and determining the remuneration of senior executives, and ensuring that appropriate policies and procedures are in place for recruitment, training, remuneration and succession planning; iv. evaluating the performance of the Board and its Directors on an annual basis; v. determining remuneration levels of Directors; vi. approving and monitoring financial reporting and capital management; vii. approving and monitoring the progress of business objectives; viii. ensuring that any necessary statutory licences are held and compliance measures are maintained to ensure compliance with the law and licence(s); ix. ensuring that adequate risk management procedures exist and are being used; x. ensuring that the Group has appropriate corporate governance structures in place, including standards of ethical behaviors and a culture of corporate and social responsibility; xi. ensuring that the Board is and remains appropriately skilled to meet the changing needs of the Group; xii. ensuring procedures are in place for ensuring the Group s compliance with the law; and financial and audit responsibilities, including the appointment of an external auditor and reviewing the financial statements, accounting policies and management processes. In complying with Recommendation 1.1 of the Corporate Governance Council, the Company has adopted a Board Charter which clarifies the respective roles of the Board and senior management and assists in decision making processes. Diversity Policy The Board has adopted a diversity policy that considers the benefits of diversity, ways to promote a culture of diversity, factors to be taken into account in the selection process of candidates for Board and senior management positions in the Company, education programs to develop skills and experience in preparation for Board and senior management positions, processes to include review measurable diversity performance objectives for the Board, Managing Director and senior management. The diversity policy states that the Company will report, where appropriate, in each annual report, the measurable objectives for achieving gender diversity set by the Board. The following table provides a break-up of the gender diversity in the organisation. Page 2

5 CERVANTES CORPORATION LTD (ABN ) CORPORATE GOVERNANCE Number % Number of women employees in the whole organisation 0 0% Number of women in senior executive positions 0 0% Number of women on the Board 0 0% Board Processes An agenda for the meetings has been determined to ensure certain standing information is addressed and other items which are relevant to reporting deadlines and or regular review are scheduled when appropriate. The agenda is regularly reviewed by the Chairman, the Managing Director and the Company Secretary. Corporate Governance Council Recommendation 2 Structure the Board to Add Value Board Composition The relevant provisions in the Constitution and the Corporations Act determine the terms and conditions relating to the appointment and termination of Directors. All Directors, other than the Managing Director, are subject to re-election every three years. The Board does not have a separate Nomination Committee comprising of a majority of Independent Directors and as such does not comply with Recommendation 2.4 of the Corporate Governance Council. The Board believes that given the size of the Group and the stage of its development a separate nomination committee is not warranted at this time. Any changes to Directorships will, for the foreseeable future, be considered by the full Board subject to any applicable laws. Identification of potential Board candidates includes consideration of the skills, experience, personal attributes and capability to devote the necessary time and commitment to the role. The Board consists of Mr Collin Vost, executive Chairman and Managing Director, Mr Justin Vost non-executive Director, and Mr Timothy Clark, non-executive Director. The Constitution requires a minimum number of three Directors. The maximum number of Directors is fixed by the Board but may not be more than 9, unless the members of the Company, in general meeting, resolve otherwise. The skills, experience and expertise of all Directors is set out in the Directors section of the Company s website. The Board considers, however, that given the size and scope of the Group s operations at present, it is appropriately structured to discharge its duties in a manner that is in the best interests of the Group and its Shareholders from both a long-term strategic and operational perspective. Independent Chairman The Chairman is not considered to be an independent director and as such Recommendation 2.2 of the Corporate Governance Council has not been complied with. However, the Board believes that Mr Collin Vost is an appropriate person for the position as Chairman because of his industry experience and proven track record as a public company director. Roles of Chairman and Managing Director The role of Chairman and Managing Director is exercised by the same individual, and as such the Company does not comply with Recommendation 2.3 of the Corporate Governance Council. However, the Board believes that Mr Collin Vost is an appropriate person for the position of Managing Director because of his industry experience and proven track record as a public company director. Evaluation of Board Performance The Company does not have a formal process for the evaluation of the performance of the Board and as such does not comply with Recommendation 2.5 of the Corporate Governance Council. The Board is of the opinion that the competitive environment in which the Company operates will effectively provide a measure of the performance of the Directors. In addition the Chairman assesses the performance of the Board, individual directors and key executives on an informal basis. Education All Directors are encouraged to attend professional education courses relevant to their roles. Page 3

6 CERVANTES CORPORATION LTD (ABN ) CORPORATE GOVERNANCE Independent Professional Advice and Access to Information Each Director has the right to access all relevant information in respect of the Group and to make appropriate enquiries of senior management. Each Director has the right to seek independent professional advice at the Group s expense, subject to the prior approval of the Chairman, which shall not be unreasonably withheld. Corporate Governance Council Recommendation 3 Promote Ethical and Responsible Decision Making The Board actively promotes ethical and responsible decision making. Code of Conduct The Board has adopted a Code of Conduct that applies to all employees, executives and Directors of the Group, and as such complies with Recommendation 3.1 of the Corporate Governance Council. This Code addresses expectations for conduct in accordance with legal requirements and agreed ethical standards. Security Trading Policy The Board has committed to ensuring that the Group, its Directors and executives comply with their legal obligations as well as conducting their business in a transparent and ethical manner. The Board has adopted a policy and has procedures on dealing in the Company s securities by directors, officers and employees which prohibits dealing in the Company s securities when those persons possess information, and as such complies with Recommendation 3.2 of the Corporate Governance Council. Corporate Governance Council Recommendation 4 Safeguarding Integrity in Financial Reporting Audit Committee The Board does not have a separate Audit Committee with a composition as suggested by Recommendations 4.1, 4.2 and 4.3 of the Corporate Governance Council. The full Board carries out the function of an audit committee. The Board believes that the Group is not of a sufficient size to warrant a separate committee and that the full Board is able to meet objectives of the best practice recommendations and discharge its duties in this area. The relevant experience of Board members is detailed in the Directors section of the Directors Report. Financial Reporting The Board relies on senior executives to monitor the internal controls within the Group. Financial performance is monitored on a regular basis by the Managing Director who reports to the Board at the scheduled Board meetings. Corporate Governance Council Recommendation 5 Make Timely and Balanced Disclosure The Board reviews the performance of the external auditors on an annual basis and meets with them during the year to review findings and assist with Board recommendations. In the absence of a formal audit committee the Directors of the Group are available for correspondence with the auditors of the Consolidated Group. Continuous Disclosure The Board places a high priority on communication with Shareholders and is aware of the obligations it has, under the Corporations Act and ASX Listing Rules, to keep the market fully informed of information which is not generally available and which may have a material effect on the price or value of the Company s securities. The Company has adopted policies which establish procedures to ensure that Directors and management are aware of and fulfill their obligations in relation to the timely disclosure of material price sensitive information. Continuous disclosure is discussed at all regular Board meetings and on an ongoing basis the Board ensures that all activities are reviewed with a view to the necessity for disclosure to security holders. Page 4

7 CERVANTES CORPORATION LTD (ABN ) CORPORATE GOVERNANCE Corporate Governance Council Recommendation 6 Respect the Rights of Shareholders Communications The Board fully supports security holder participation at general meetings as well as ensuring that communications with security holders are effective and clear. This has been incorporated into a formal shareholder communication strategy, in accordance with Recommendation 6.1 of the Corporate Governance Council. In addition to electronic communication via the ASX website, the Company publishes all significant announcements together with all quarterly reports. These documents are available in both hardcopy on request and on the Company website Shareholders are able to pose questions on the audit process and the financial statements directly to the independent auditor who attends the Company s Annual General Meeting for that purpose. Corporate Governance Council Recommendation 7 Recognise and Manage Risk Risk Management Policy The Board has adopted a risk management policy that sets out a framework for a system of risk management and internal compliance and control, whereby the Board delegates day-to-day management of risk to the Managing Director, therefore complying with Recommendation 7.1 of the Corporate Governance Council. The Board is responsible for supervising management s framework of control and accountability systems to enable risk to be assessed and managed. The Consolidated Group s risk management strategy is evolving and will be an ongoing process and it is recognised that the level and extent of the strategy will develop with the growth and change in the Consolidated Group s activities. Risk Reporting As the Board has responsibility for the monitoring of risk management it has not required a formal report regarding the material risks and whether those risks are managed effectively therefore not complying with Recommendation 7.2 of the Corporate Governance Council. The Board believes that the Group is currently effectively communicating its significant and material risks to the Board and its affairs are not of sufficient complexity to justify the implementation of a more formal system for identifying, assessing, monitoring and managing risk in the Company. Managing Director and Company Secretary Written Statement The Board requires that the Managing Director and the Company Secretary provide a written statement that the financial statements of the Group present a true and fair view, in all material aspects, of the financial position and operational results and have been prepared in accordance with Australian Accounting Standards and the Corporations Act. The Board also requires that the Managing Director and Company Secretary provide sufficient assurance that the declaration is founded on a sound system of risk management and internal control, and that the system is working effectively. The declarations have been received by the Board, in accordance with Recommendation 7.3 of the Corporate Governance Council. Corporate Governance Council Recommendation 8 Remunerate Fairly and Responsibly Remuneration Committee The Board has not created a separate Remuneration Committee and as such does not comply with Recommendation 8.1 of the Corporate Governance Council. The Board considers that the Group is not currently of a size, nor are its affairs of such complexity to justify a separate Remuneration Committee. Executive Directors, non-executive Director receive fees agreed on an annual basis by the Board and may include performance based components designed to reward and motivate. Page 5

8 CERVANTES CORPORATION LTD (ABN ) CORPORATE GOVERNANCE The full Board determines all compensation arrangements for Directors. It is also responsible for setting performance criteria, performance monitors, share option schemes, incentive performance schemes, superannuation entitlements, retirement and termination entitlements and professional indemnity and liability insurance cover. The Board ensures that all matters of remuneration will continue to be in accordance with the Corporations Act requirements. Page 6

9 CERVANTES CORPORATION LTD (ABN ) DIRECTOR S REPORT Your Directors present their report, together with the financial statements of the Group, being the Company and its controlled entity, for the year ended 30 June Principal Activities and Significant Change in Nature of Activities The principal activities of the Group during the financial year was operating in the seafood and aquaculture industry in Western Australia and the exploration and evaluation of mineral resource projects. There were no other significant changes in the nature of the Group s principal activities during the financial year. Operating Results and Review of Operations for the Year Operating Results The loss of the Group for the financial year after providing for income tax amounted to: Year ended Year ended 30 June June 2014 $ $ (227,646) (80,560) The consolidated loss of the Group amounted to $227,646 after providing for income tax. This was largely due to a decrease in income and revaluation of intangible assets upon the disposal of the company s cray pots licences. Further discussion on the Group s operation follows. Review of Operations In February 2015 with the disposal of the cray pots at maximum market prices, the board has assessed in excess of some thirty projects introduced by New York Securities Pty Ltd in a range of commodities including graphite, gold, nickel, copper and other commodities. Whilst initial assessment offers on a number of these projects were rejected, the Company remains in discussion with a number of vendors of more advanced projects in pursuit of a favourable outcome for Cervantes shareholders, including the pursuit of a technical solution to the gold tailings venture in WA. The board continues to be advised on the progress of the iron sands (Titanomagnetite) project in the Philippines, where Cervantes has an opportunity to participate via a secured loan, interest bearing and profit sharing arrangement over the project. Cervantes was granted first right of refusal, in the event that the party wished to joint venture or dispose of part or all of the venture in the future, on terms that are mutually acceptable to both parties. The grant came as a result of Cervantes introducing the project to a listed company who currently provides financial assistance to assess the technical and other merits of the project, via an unlisted public company that controls the project, which has since suffered financial difficulties. There is still some agonisingly slow progress on resolving legal disputes with the original vendors created by previous directors of the unlisted company. The recent decline in the iron ore price has presented a potential challenge to the projects viability, however Cervantes believes it remains worthy of continued consideration, and the weak market conditions present a favourable negotiating position. Accordingly the board remains committed to the ongoing discussions in preparing an agreement over the venture when all outstanding issues are resolved, in conjunction with any other projects that may fit within Company guidelines. Cervantes was alerted by New York Securities to an opportunity involving a strategic parcel of exploration ground in the Albany Fraser Range area that became vacant as a result of a financially distressed junior exploration company. Cervantes lodged an application to secure that area via an Exploration Licence, and subsequent to year end the exploration licence was granted. Cervantes continues to be one of the least expensive run companies on the ASX with minimal directors fees, totalling some combined $72,000 per annum with no direct staff, and office administration cost of some $73,000 per annum. This austerity will continue until the Directors and management are able to be adequately rewarded Page 7

10 CERVANTES CORPORATION LTD (ABN ) DIRECTOR S REPORT for their time, and for the ever increasing liabilities and responsibilities attached to being directors of a public company imposed on them by politicians, the ASX and the ASIC. Cervantes currently has over $300,000 of cash and other liquid assets, which can be disposed of as and when required to meet ongoing expenditures, and when deemed appropriate, the Company will exchange assets from time to time for improving the medium to longer term goals and to diversify the operations and assets. Whilst market conditions for junior companies have been very difficult for some time, but improving, Cervantes is hopeful of moving forward in a more positive manner in the next few months. Subject to market conditions a rearrangement and revaluation of its assets and liabilities could well achieve this, over the coming year with support of its major and other shareholders. Financial Position The net assets of the Group have decreased by $207,646 from $(291,245) at 30 June 2014 to $(498,891) at 30 June This decrease was largely due to the increase in borrowings of $177,200 and a decrease in the realisable value of financial assets. Significant Changes in the State of Affairs The following significant changes in the state of affairs of the parent entity occurred during the financial year: The Company arranged a loan facility from an ASX listed company of which the company s directors Mr Collin Vost and Mr Justin Vost are also directors. The lender has the option to secure the loan but has not done so to date. Interest is at the rate of 5.5%pa or the equivalent of the NAB 90 day deposit rate whichever is the lesser with a cap of 7%, for the exposure period and loan period, plus a profit on each venture as mutually agree between the parties. These funds have been used to acquire listed securities, assess various projects including the gold tailings and additional working capital. In December 2014, 4,000,000 ordinary shares were granted as remuneration to two of the directors of the company in accordance with resolutions passed at the company s Annual General Meeting held on 27 November Dividends Paid or Recommended No dividends were declared or paid since the start of the financial year. No recommendation for payment of dividends has been made. Events after the Reporting Date On 13 August 2015 the Company completed a successful application for an Exploration Licence for a 56 block area within the highly prospective Albany Fraser Range area of Western Australia, in its 100% owned subsidiary, Cervantes Gold Pty Ltd. Cervantes is now proceeding to finalise any Native Title issues which may be required and carry out research of all and any historical data and exploration of the areas before formulating an exploration program. No matters or circumstances have arisen since the end of the financial year which significantly affect or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. Future Developments, Prospects and Business Strategies Likely developments in the operations of the Group and the expected results of those operations in future financial years have not been included in this report, as the inclusion of such information is likely to result in unreasonable prejudice to the Group. Page 8

11 CERVANTES CORPORATION LTD (ABN ) DIRECTOR S REPORT Environmental Issues The Group is not aware of any matter which requires disclosure with respect to any significant environmental regulation in respect of its operating activities. Information on Directors Collin Vost EXECUTIVE CHAIRMAN (Executive) (from 23 November 2011) QualificationsDiploma of Financial Services, Licenced Securities Dealer. Experience Mr Vost has been involved in public companies for the past 30 years and has served on the Board of several, mostly junior resource companies as well as being involved in the securities dealing business since Mr Vost was appointed to the Board on 9 October Interest in shares and options 48,570,000 ordinary shares. Special responsibilities Mr Vost is a member of the audit committee Directorships held in other Baraka Energy & Resources Ltd (appointed 18 May 2009) Listed entities during the three JV Global Ltd (appointed 29 May 2009) years prior to the current year Justin Vost DIRECTOR (Non-executive) (appointed 23 November 2011) Qualifications: Diploma of Financial Markets Experience Mr Justin Vost has experience in mining, manufacturing and capital markets. Interest in shares 12,337,223 ordinary shares. Special responsibilities Mr Vost is a member of the audit committee Directorships held in other Baraka Energy & Resources Ltd (appointed 23 November 2011) listed entities during the three JV Global Ltd (appointed 19 April 2011) years prior to the current year Timothy Clark DIRECTOR (Non-executive) (appointed 3 July 2012) Qualifications: Bcomm. Econ and Finance Experience Mr Clark was appointed to the Board on 3 July Mr Clark has experience in capital markets. Interest in shares 2,500,000 ordinary shares. Special responsibilities Mr Clark is a member of the audit committee Directorships held in other JV Global Ltd (appointed 6 July 2011) listed entities during the three years prior to the current year Page 9

12 CERVANTES CORPORATION LTD (ABN ) DIRECTOR S REPORT COMPANY SECRETARY The following person held the position of company secretary at the end of the financial year: Patrick O Neill Bachelor of Business, Chartered Accountant. Mr O Neill is a proprietor of the accounting firm Jackson Greeve. He has acted as Company Secretary for several public companies. Mr O Neill was appointed Company Secretary on 16 January Meetings of Directors During the financial year, 4 meetings of directors were held. Attendances by each director during the year were as follows: Directors Meetings Number eligible to attend Collin Vost 4 4 Justin Vost 4 4 Timothy Clark 4 4 Number attended There were six circular resolutions. Indemnifying Officers In accordance with the constitution, except as may be prohibited by the Corporation Act 2001, every Officer of the Company shall be indemnified out of the property of the Company against any liability incurred by them in their capacity as Officer of the Company or a related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal. As at the date of this report no insurance premiums have been paid, or agreed to be paid, for insurance against a current or former Officer s liability for legal costs. Proceedings on Behalf of Company No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year. Non-Audit Services Rothsay did not provide non-audit services to the Group during Auditor s Independence Declaration The auditor s independence declaration for the year ended 30 June 2015 has been received and can be found on page 52 of the financial report. Page 10

13 CERVANTES CORPORATION LTD (ABN ) REMUNERATION REPORT - AUDITED Remuneration Policy The Board as a whole is responsible for considering remuneration policies and packages applicable both to Board members and key management personnel of the Group. Broadly, the Group s remuneration policy is to ensure that any remuneration package properly reflects the person s duties and responsibilities and that it is competitive in attracting, retaining and motivating people of the highest quality. Fixed Remuneration Executive Directors and Non-Executive Directors are remunerated by way of a consulting fee, receiving a fixed monthly amount for their services. This remuneration package is reviewed annually by the Board. Performance Linked Remuneration and Entitlements The Board may from time to time approve cash bonuses and/or options designed to reward or incentivise executives, contractors and staff on such terms and conditions determined appropriate at the time of payment or issue. Often this will be linked to the achievement of Group objectives with a direct link to the creation of shareholder value. Director Remuneration and Incentives The Board policy is to remunerate Non-Executive Directors at market rates for time commitment and responsibilities. Independent external advice is sought where required. All securities issued to Directors and related parties must be approved by shareholders. In addition to Directors fees, it is a policy of the Group that a Director may be paid fees or other amounts as the Board determines where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties. No securities were issued to Directors or key management personnel of the Group during or since the end of the year as remuneration. Post-Employment Benefits The Group does not have any scheme relating to retirement benefits for Directors or key management personnel. Nomination and Remuneration Committee Currently, the full Board together with the Company Secretary, will consider all Nomination and Remuneration matters. The objective when the Board is convened to consider these matters is to ensure that the Group adopts and complies with remuneration policies that: attract, retain and motivate high caliber executives and directors so as to encourage enhanced performance by the Group; are consistent with the human resource needs of the Group; motivate directors and management to pursue long-term growth and success of the Group with an appropriate framework; and demonstrate a clear relationship between key executive performance and remuneration. Page 11

14 CERVANTES CORPORATION LTD (ABN ) REMUNERATION REPORT - AUDITED Employment Details of Members of Key Personnel and Other Executives The following table provides detail of persons who were, during the financial year, members of key management personnel of the Group, and to the extent different, among the three Group executives or company executives receiving the highest remuneration. Group Key Management Personnel Collin Vost Justin Vost Timothy Clark Position held as at 30 June 2015 and any change during the year Executive Chairman (Executive) Director (Non-executive) Director (Non-executive) Proportion of elements of remuneration related to performance Non-salary cashbased incentives % Shares/Units % Options/Rights % Proportions of elements of remuneration not related to performance Fixed Salary/Fees % Total % The service terms and conditions of the key management personnel and Group executives are not formalized in contracts of employments. The service terms and conditions are of no fixed term, no requirement for notice on termination and no entitlement for payment upon termination. Remuneration Details for the Year Ended 30 June 2015 The following table of benefits and payments detail, in respect to the financial year, the components of remuneration for each member of the key management personnel of the Group, and to the extent different, the three Group executives receiving the highest remuneration. Group Key Management Personnel Collin Vost Short-Term Benefits Post-Employment Equity-settled Salary, Fees & Commissions $ 24,000 24,000 Other $ 73,000 63,718 Pension and Superannuation $ Other $ share-based payments Shares/Units $ Options/Rights $ Justin Vost , ,000-34, Total $ 97,000 87, , ,000 Timothy Clark , ,000-34,400 Patrick O Neill 2015 Total Key Management Personnel , , ,554 29,722 94, , ,000 63, , ,554 29, , ,440 There were no long-term, Cash settled share-based payments or termination benefits paid to Key Management Personnel or Other Executives. Included in other short-term benefits are payments made to New York Securities Pty Ltd which provides a serviced office including bookkeeping services and is the landlord of Cervantes Corporation Ltd. Mr Collin Vost is a director of the securities dealing company. During the financial year $73,000 (2014: $63,000) was paid or payable. Page 12

15 CERVANTES CORPORATION LTD (ABN ) REMUNERATION REPORT - AUDITED Also included in other short-term benefits are payments made to New York Securities Pty Ltd which is appointed as the Company s securities dealer and advisors on normal commercial terms and conditions. Mr Collin Vost is a director of the securities dealing company. During the financial year $nil (2014: $718) was paid for share trading and investment services. Share-based Payments The terms and conditions relating to shares granted as remuneration during the year to key management personnel and other executives during the year are as follows: Remuneration Type Grant Date Grant Value $ Reason for Grant Percentage Vested/Paid during Year % Expiry Date for Vesting or Payment Group Key Management Personnel J Vost Shares 22/12/ ,000 Note 1(a) T Clark Shares 22/12/ ,000 Note 1(a) Note 1 (a) The shares have been granted to the individual for their dedication and ongoing commitment and efforts to the Company. The issue of Director Shares as a part of the remuneration package of the Directors is an established practice of junior public listed companies and has the benefit of conserving cash whilst properly rewarding the Directors. Based on this the Directors believe that this level of remuneration is in line with corporate remuneration of similar companies End of Audited Remuneration Report This Report of the Directors, incorporating the Remuneration Report, is signed in accordance with a resolution of the Board of Directors. Collin Vost Executive Chairman 30 September 2015 Page 13

16 CERVANTES CORPORATION LTD (ABN ) SHAREHOLDER INFORMATION Additional information required by the Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at 28 September (a) Distribution of Equity Securities The number of holders, by size of holding, in each class of security are: Ordinary Shares No. of holders No. of shares 1 1, , , , , ,858,032 10, , ,582, ,001 and above ,690,752 Total ,271,112 The number of shareholders holding less than a marketable parcel of shares is 463 (8,180,116 ordinary shares). (b) Twenty Largest Holders The names of the twenty largest holders, in each class of security are: Ordinary Shares: 1 New York Holdings Pty Ltd <CV Superannuation Fund A/c> 40,800, % 2 Laceglen Holdings Pty Ltd <Cadly Superfund A/c> 11,521, % 3 C B Dudley 11,075, % 4 Ms DM Vost & Mrs KL Sayers <The Dalma Vost Superfund A/c> 10,320, % 5 J Vost 10,000, % 6 PG and JW Crabb <The Crabb S/Fund A/c> 9,800, % 7 New York Holdings Pty Ltd 7,770, % 8 T J Bennett 7,531, % 9 Broken Ridge Pty Ltd 6,000, % 10 GA Armstrong Superannuation Pty Ltd <GA Armstrong Superfund A/c> 5,550, % 11 Baraka Energy & Resources Ltd 4,585, % 12 Mr San Tiong Ng 4,376, % 13 Quairading Holdings Pty Ltd <The Sacca Family A/c> 4,000, % 14 Allcrest Nominees Pty Ltd <The Riemer A/c> 3,900, % 15 Kheng Sing Lim 3,888, % 16 Mdm Tee Lian 3,736, % 17 Chen Hoong 3,736, % 18 K L Sayers 3,700, % 19 Dr Chin Vie Yap 3,115, % 20 Action Engineering Pty Ltd and E S Cooley 3,000, % (c) Substantial Shareholder The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporation Act 2001 is New York Holdings Pty Ltd. Page 14

17 (d) CERVANTES CORPORATION LTD (ABN ) SHAREHOLDER INFORMATION Voting Rights All ordinary shares carry one vote per share without restriction. (e) Restricted Securities The Company has no restricted securities (held in escrow) on issue. (f) Business Objective The Company has used its cash and assets that are readily convertible to cash in a way consistent with its business objectives. Page 15

18 CERVANTES CORPORATION LTD (ABN ) AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015 Note Consolidated Group Continuing Operation $ $ Revenue Interest income 2a 1,962 4 Other income 2b 5,640 50,833 Impairment reversal of intangible assets 13 56, ,000 63, ,837 Net loss on revaluation of other financial assets 3 (22,139) (37,270) Employee benefits expenses (92,400) (72,000) Financing cost (106) (263) Depreciation expenses (26) (32) Occupancy expenses 3 (51,622) (45,021) Exploration & evaluation expenditure written off 3 (6,493) (4,720) Administration expenses (118,462) (90,297) Travel expenses - (1,794) Loss from ordinary activities before related Income Tax benefit (227,646) (80,560) Income tax benefit relating to ordinary activities Loss from ordinary activities after related Income Tax benefit (227,646) (80,560) Other comprehensive income - - Total comprehensive income (227,646) (80,560) Basic loss per share (cents per share) 7 (0.076)c (0.027)c Diluted loss per share (cents per share) 7 (0.076)c (0.027)c The accompanying notes form part of these financial statements Page 16

19 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015 Note Consolidated Group $ $ Current Assets Cash and cash equivalents 8 310,465 5,394 Trade and other receivables ,996 Other financial assets 10 20,771 42,750 Total Current Assets 331,786 55,140 Non-Current Assets Property, plant and equipment ,043 Intangible assets ,670 Total Non-Current Assets 3, ,713 Total Assets 335, ,853 Current Liabilities Trade and other payables 14 10,164 23,098 Borrowings , ,000 Total Current Liabilities 834, ,098 Total Liabilities 834, ,098 Net Assets (498,891) (291,245) Equity Issued capital 16 12,088,070 12,068,070 Reserves - - Accumulated losses (12,586,961) (12,359,315) Total Equity (498,891) (291,245) The accompanying notes form part of these financial statements Page 17

20 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 30 JUNE 2015 Consolidated Group Share Capital Accumulated Losses Reserves Total $ $ $ $ Balance at 1 July ,068,070 (12,302,037) 23,282 (210,685) Shares issued during year Transaction costs Options issued to employees - 23,282 (23,282) - Net loss attributable to members of the parent entity - (80,560) - (80,560) Balance at 30 June ,068,070 (12,359,315) - (291,245) Shares issued during year 20, ,000 Transaction costs Options issued to employees Net loss attributable to members of the parent entity - (227,646) - (227,646) Balance at 30 June ,088,070 (12,586,961) - (207,646) The accompanying notes form part of these financial statements Page 18

21 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2015 Note Consolidated Group $ $ Cash Flows from Operating Activities Receipts from customers 5,640 16,280 Payments to suppliers and employees (248,972) (204,683) Interests received 1,962 4 Finance costs (106) (263) Net cash used in operating activities 20 (241,476) (188,662) Cash Flows from Investing Activities Proceeds from held for trading investments - 34,553 Purchase of held for trading investments (160) (1,770) Proceeds from sale of Intangible assets 376,000 - Payments for exploration & evaluation (6,493) (4,720) Net cash used in investing activities 369,347 28,063 Cash Flows from Financing Activities Proceeds of issue of shares - - Costs of share issue - - Proceeds from borrowings 177, ,000 Net cash provided by financing activities 177, ,000 Net outflow in cash held for the year 305,071 (33,599) Cash at the beginning of the year 5,394 38,993 Cash at the end of the year 8 310,465 5,394 The accompanying notes form part of these financial statements Page 19

22 This financial report includes the consolidated financial statements and notes of Cervantes Corporation Ltd and its controlled entity ( Consolidated Group or Group ). Note 1: Statement of Significant Accounting Policies Basis of Preparation The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated. The financial report has been prepared on an accrual basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. The financial statements of Cervantes Corporation Ltd also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Going Concern As at the date of this report the directors are considering raising further equity capital through a share placement. Also, the Group has assets, being held for sale investments, which could be sold to meet financial obligations. As a consequence, the directors believe the Group is well placed to manage its business risks successfully. Accordingly, they continue to adopt the going concern basis in preparing the financial report which contemplates that the Group will continue to meet their commitments and can therefore continue normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. Notwithstanding cash outflows from operations of $241,476, the directors have a reasonable expectation that the Group have adequate resources to continue in operational existence for the foreseeable future. However, should the held for sale investment not be realised as necessary or capital raising not occur, there is material uncertainty whether the Group would be able to continue as a going concern. a Principles of Consolidation A controlled entity is any entity over which Cervantes Corporation Ltd has the power to govern the financial and operating policies so as to obtain benefit from its activities. In assessing the power to govern, the existence and effect of holding actual and potential voting rights are considered. Details of the controlled entity are contained in Note 11 to the financial statements. The controlled entity has a 30 June financial year-end. As at reporting date, the assets and liabilities of the controlled entity have been incorporated into the consolidated financial statements as well as its results for the year ended. Where a controlled entity has entered or left the Group during the year, its operating results have been included from the date control was obtained or until the date control ceased. All inter-group balances and transactions between entities in the Group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of the subsidiary have been changed where necessary to ensure consistency with those adopted by the parent entity. Page 20

23 b CERVANTES CORPORATION LTD ABN Business combinations Business combinations occur where an acquirer obtains control over one or more businesses and results in the consolidation of its assets and liabilities. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The acquisition method requires that for each business combination one of the combining entities must be identified as the acquirer (i.e. parent entity). The business combination will be accounted for as at the acquisition date, which is the date that control over the acquiree is obtained by the parent entity. At this date, the parent shall recognise, in the consolidated accounts, and subject to certain limited exceptions, the fair value of the identifiable assets acquired and liabilities assumed. In addition, contingent liabilities of the acquiree will be recognised where a present obligation has been incurred and its fair value can be reliably measured. The acquisition may result in the recognition of goodwill or a gain from a bargain purchase. The method adopted for the measurement of goodwill will impact on the measurement of any non-controlling interest to be recognised in the acquiree where less than 100% ownership interest is held in the acquiree. The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements. Consideration may comprise the sum of the assets transferred by the acquirer, liabilities incurred by the acquirer to the former owners of the acquiree and the equity interests issued by the acquirer. Fair value uplifts in the value of pre-existing equity holdings are taken to the statement of comprehensive income. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss. Included in the measurement of consideration transferred is any asset or liability resulting from a contingent consideration arrangement. Any obligation incurred relating to contingent consideration is classified as either a financial liability or equity instrument, depending upon the nature of the arrangement. Rights to refunds of consideration previously paid are recognised as a receivable. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or a liability is remeasured each reporting period to fair value through the statement of comprehensive income unless the change in value can be identified as existing at acquisition date. All transaction costs incurred in relation to the business combination are expensed to the statement of comprehensive income. c Income Tax The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to the profit or loss is the tax payable on the taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred income tax expense reflects movement in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity. Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will Page 21

24 be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profits will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. d Property, Plant and Equipment Each class of property, plant and equipment is carried at the cost or fair value less, where applicable, any accumulated depreciation and impairment losses. Plant and Equipment Plant and equipment are measured on the cost basis. The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset s employment and subsequent disposal. The expected net cash flows have been discounted to their present value in determining recoverable amounts. Subsequent costs are included in the asset s carrying amount recognised as a separate asset, as appropriate, only when it is probable that future economic benefits are associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Depreciation The depreciable amount of all fixed assets is depreciated on a straight-line basis over their useful lives to the Group commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset Depreciation Rate Plant and equipment % The asset s residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset s carrying amount is written down immediately to its recoverable amount if the asset s carrying amount is greater than its estimated recoverable amount. Page 22