Ausgold Limited (AUC) 2014年年度報告「ASX」.pdf

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1、CONTENTCorporate Directory 2Review of Operations 3Directors Report 16Corporate Governance 29Auditors Independence Declaration 37Consolidated Statement of Profit or Loss and Other Comprehensive Income 38Consolidated Statement of Financial Position 39Consolidated Statement of Changes in Equity 40Conso

2、lidated Statement of Cash Flows 42Notes To The Consolidated Financial Statements 43Directors Declaration 74Independent Audit Report 75Shareholders Information 77Schedule of Mineral Licence Interest 80 Ausgold Limited Annual Report 2014 12 Ausgold Limited Annual Report 2014CORPORATE DIRECTORYDIRECTOR

3、SMr Robert Pett (Non-Executive Chairman)Mr Richard Lockwood(Non-Executive Director)Mr Denis Rakich (Executive Director and Company Secretary)Mr Stephen Thomas(Executive Technical Director)(Appointed 27 June 2014)COMPANY SECRETARYMr Denis RakichREGISTERED OFFICELevel 16,AMP Building 140 St Georges Te

4、rrace PERTH WA 6000Telephone:(08)9220 9890 Facsimile:(08)9220 9820Web: Email: AUDITORSBDO Audit(WA)Pty Ltd 38 Station Street SUBIACO WA 6008Telephone:(08)6382 4600 Facsimile:(08)6382 4601SECURITIES EXCHANGEAustralian Securities Exchange Ltd Level 40,Central Park 152-158 St Georges Terrace PERTH WA 6

5、000ASX Code:AUCSHARE REGISTRYSecurity Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153Telephone:(08)9315 2333 Facsimile:(08)9315 2233SOLICITORSSquire Sanders Level 21,300 Murray Street PERTH WA 6000BANKERSWestpac Banking Corporation Level 6,109 St Georges Terrace PERTH WA 6000 Ausg

6、old Limited Annual Report 2014 3REVIEW OF OPERATIONSFigure 1-Ausgolds ProjectsINTRODUCTIONThis year has been another difficult one for the junior mining market,however in spite of this,Ausgold has continued working to add value to its projects and identify new targets for further exploration.The foc

7、us of activity centred on the Katanning Gold Project where the Company is accessing higher grade mineralisation within the known global JORC resource and on higher grade exploration targets with the aim of establishing a high grade,low tonnage,low cost gold project.In the first half of the year,SRK

8、Consulting an independent geological consulting group completed a review of all data and previous exploration conducted at the Katanning gold project(“KGP”).The study provides a structural geological interpretation of gold mineralisation,to assist with identifying new targets for further exploration

9、.In the second half of the year a detailed geological review of previous diamond drilling at KGP supports focus on higher grade mineralisation at Jinkas and Dingo,with scope to delineate a higher grade subset within current global resource(comprising 42Mt grading 0.7g/t Au for 0.9Moz Au using 0.3g/t

10、 Au cut-off).At the same time,review of all other Ausgold projects is ongoing.The Company is assessing drill targets at the Doolgunna Project located in the emerging cooper/gold mineralised belt 13 kilometres west and on trend from Sandfire Resources NLs Degrussa copper gold deposit.At Yamarna,where

11、 Ausgold has identified encouraging nickel copper mineralisation,limited work included an independent re-interpretation of all the geophysical data(by Fathom Geophysics)to better target the drilling of extensions to mineralisation and to identify targets for exploration.Work is being conducted at Cr

12、acow to refine existing targets and identify new prospective areas with potential for epithermal and porphyry gold copper mineralisation.4 Ausgold Limited Annual Report 2014REVIEW OF OPERATIONSKATANNING GOLD PROJECT,WESTERN AUSTRALIA(AUC 100%)The Katanning gold project is located 275 kilometres sout

13、heast of Perth,where Ausgold holds a substantial and dominant ground position(2,440 square kilometres)over a relatively underexplored greenstone belt(Figure 1).Exploration has outlined a 20 kilometre belt hosting multi-lode gold mineralisation,including the Jinkas,Dingo and Jackson deposits.Current

14、Global JORC Gold ResourceAusgold has released an initial JORC resource estimate of 10.4 million tonnes grading 1.21 grams per tonne(g/t)gold containing 403,000 ounces of gold(using a 0.7g/t Au cut-off grade).The resource has been estimated down to approximately 150m below surface,with a view to outl

15、ining shallower resources potentially amenable to open cut mining.Refer Table 1.We highlight that the initial resource estimate represents a subset within the global resource at KGP of 41.7 million tonnes grading 0.66g/t containing 878,000oz Au(using a lower cut-off grade of 0.3g/t Au).The KGP globa

16、l resource estimate comprises the Jinkas,Dingo,Fraser,White Dam,Lone Tree,Jackson,and Olympia mineralisation.Potential to Delineate Higher Grade Resource at the KGPPrevious drilling by Ausgold was successful in intersecting higher grade mineralisation to the north east of the historic Jinkas North o

17、pen cut(which was previously mined by International Mineral Resources in 1995).The initial intersections of the mineralisation included:BSRC0003 19m 3.93 g/t Au(from 89m)BSRC0004 14m 3.73 g/t Au(from 97m)BSRC0005 23m 4.29 g/t Au(from 81m)BSRC0006 20m 5.19 g/t Au(from 93m)BSRC0007 10m 4.50 g/t Au(fro

18、m 88m)BSRC0015 20m 15.6 g/t Au(from 97m)BSRC0020 15m 4.53 g/t Au(from 98m)CUT OFFMEASUREDINDICATEDINFERREDTOTALAU G/TMTAU G/TMTAU G/TMTAU G/TMTAU G/TAU KOZ0.32.560.8913.10.72260.641.70.668780.42.031.039.540.86160.727.60.786910.51.641.177.220.99100.818.90.905490.61.331.325.541.1371.013.91.084830.71.0

19、81.474.281.2751.110.41.214030.80.901.613.371.4141.28.31.333540.90.751.762.711.5531.36.51.463031.00.641.912.221.6821.54.91.64256Table 1-Katanning gold project(KGP)gold resource estimate completed by MPR Geological Consultants who provided estimates at a variety of cut-off grades from 0.3g/t to 1.0g/t

20、 Au.The holes mentioned above are from Ausgolds ASX market releases dated 26/11/10,22/12/10 and 13/01/13.All holes were drilled to azimuth 243 degrees(mine grid west)at a dip of-60 degrees.Intercepts calculated using 0.5g/t Au lower cut-off,no upper cut,and with a maximum of 2m of internal dilutant.

21、Ausgold Limited Annual Report 2014 5The quality and significant number of higher grade drill results indicates Jinkas mineralisation has the potential for the delineation of a higher grade resource(within the KGP resource estimate of 10.4mt grading 1.21g/t Au carried out by MPR).During the year furt

22、her geological logging of diamond drill holes BDD002(20m grading 3.54g/t Au)and BDD005(23m grading 13.60g/t Au)into the core of the higher grade Jinkas mineralisation was carried out.The enclosed location plan indicates the position of these drill holes,which are approximately 100m apart,relative to

23、 the historical Jinkas North open cut(refer Figure 3).The geological logging indicates higher grade gold mineralisation is associated with banded pyrrhotite units(believed to be metamorphosed cherts and banded iron formations(BIF),and semi-massive sulphides.The geological association of higher grade

24、 gold mineralisation with cherts and BIF units within a broader halo of mineralisation(with an envelope defined by a nominal cut-off grade of 0.3g/t Au)supports the use of geological attributes to delineate higher grade sub-sets within the existing JORC resources.The chert units have been identified

25、 in earlier studies by Blackburn et al(1),and the potential for remobilisation of mineralisation has been highlighted in the study by geological consultants SRK(2).Any competency contrasts between the cherts/BIFs and the enclosing granulites(metamorphosed greenstones)may be loci for mineralisation;e

26、specially along the basal BIF unit which is in proximity to the main adamellite/granulite faulted contact.Recent studies on the Boddington gold mine highlight a number of controls on mineralisation(comprising an assemblage of pyrrhotite,pyrite,chalcopyrite,magnetite and lesser molybdenum)which inclu

27、de lithology(contacts)and structure(along regional lineaments)(3).At the KGP the same mineralisation assemblage is observed,with similar controls on mineralisation which may include lithology(cherts and BIF)and structure(the major adamelite/granulite contact and splay structures associated with it).

28、1 Blackburn,G.V.,Fradd,J.F.,Mazzucchelli,R.H.,and Schupp,J.W.,1990.Badgebup Katanning Gold Deposits,in Geology of the Mineral Deposits of Australia and Papua New Guinea(Editor F.H.Hughes),pp.177-180(AusIMM.The Minerals Institute.Monograph 14 1990).2 Greentree,M.Exploration Targeting and Review of th

29、e Katanning Gold Project,in Internal Report to Ausgold Ltd September 2013(Reviewed B.D.Waele)(SRK Consulting(Australasia)Pty Ltd 2013).3 Esplin,T.,Cutts,T.,Labuschagne,J.,et al,in Newmont Boddington Gold,Newmont,in Australasian Mining and Metallurgical Operating Practices(The Maurice Mawby Memorial

30、Volume.Editor J.R.Rankin,Project Leader R.Burns),pp.1191-1206(AusIMM.The Minerals Institute.Monograph 28 2013).REVIEW OF OPERATIONS6 Ausgold Limited Annual Report 2014REVIEW OF OPERATIONSFigure 2-Ausgolds drilling to the north east of Jinkas North open pit(looking south)Ausgold Limited Annual Report

31、 2014 7REVIEW OF OPERATIONSPROPOSED RC AND DIAMOND DRILLING AT JINKAS AND DINGOFollowing review of the current RC and diamond drilling data base Ausgold proposes a drilling program of approximately 5,000m of reverse circulation drilling(RC)and 1,000m of diamond drilling(DD)at the Jinkas and Dingo de

32、posits.The drilling program includes approximately 3,000m of infill RC drilling at Jinkas on traverses through higher grade mineralisation to the north-east of the historic Jinkas North open cut(refer Figure 3-6).This drilling is designed to fill gaps in previous drilling and take a large proportion

33、 of current inferred resources into the higher confidence measured and indicated resource categories.The drilling program will also evaluate shallower and sub-outcropping mineralisation along the eastern wall and floor of the historic Jinkas North open pit-where historical drilling by a previous own

34、er has encountered high grade mineralisation including IMR035 10m grading 10.86g/t(from 48m),IMR055 20m grading 3.73g/t(from 10m),IMR056 12m grading 5.73g/t(from 28m),and IMR057 10m grading 8.37g/t Au(from 51m).In addition,a number of exploratory RC holes are planned at the north end of known Jinkas

35、 mineralisation,where previous drilling by Ausgold has encountered a possible second zone of mineralisation sitting in the hangingwall of the main zone of Jinkas mineralisation.Intersections of this hangingwall zone include BSRC0453 7m grading 3.18g/t Au(from 53m),and BSRC0456 10m grading 5.57g/t Au

36、(from 62m).The drilling program will also include approximately 1,000m of diamond drilling to twin a number of key RC holes into the Jinkas mineralisation.The diamond core will be oriented and should provide significant geological,assay and structural data on higher grade mineralisation.The drilling

37、 programme is planned to commence in early 2015 subject to all necessary approvals.Following this drilling programme,Ausgold aims to update the current resource estimate.The focus of any new resource estimate will be a subset comprising the higher grade zone sitting on the main adamelite greenstone

38、contact.The recognition of geological attributes in drilling through the Jinkas mineralisation,which are co-incident with higher grade mineralisation,should support the delineation of a higher grade subset resource(at higher cut-off grades)within the current global resource.HERITAGE SURvEYA detailed

39、 Heritage Survey of the Jinkas Hill site DAA ID 5353 was successfully undertaken with the Wagyl Kaip traditional owners during September 2014.The traditional owners agreed to redefine the boundary for the Jinkas Hill site,which lies adjacent to the historical Jinkas North Pit,and now provides Ausgol

40、d with clearance for proposed drilling programmes.8 Ausgold Limited Annual Report 2014REVIEW OF OPERATIONSFigure 3 Drill Status Plan of drilling to north east of historic Jinkas North open pit Ausgold Limited Annual Report 2014 9Figure 4 Cross Section 18670Figure 5 Cross Section 18730REVIEW OF OPERA

41、TIONS10 Ausgold Limited Annual Report 2014Figure 6 Cross Section 18790REVIEW OF OPERATIONS Ausgold Limited Annual Report 2014 11REVIEW OF OPERATIONSOUTCOMES OF SRK CONSULTING STRUCTURAL GEOLOGY AND MINERALISATION STUDYThe SRK Consulting study has provided a structural geological interpretation of go

42、ld mineralisation,to assist with identifying new targets for further exploration.Gold mineralisation at the Jinkas and Dingo deposits is localised along the NW trending gneissic foliation and dips moderately(30-38)towards to the east.The foliation can be traced for over 8 km on the aeromagnetic imag

43、ery and has broad low level gold in soils anomalism along its strike length.Structural mapping of drill core and mapping of the Jinkas and Dingo pits by SRK has recognised the strong structural control on mineralisation by an early fabric,however later deformation has impacted the overall geometry o

44、f the gold mineralisation.The structural geological interpretation of the Katanning gold project by SRK identified the following:Most of gold mineralisation occurs along the main regional gneissic foliation.High grade(10 g/t Au)mineralised gneiss is coincident with zones of intense isoclinal folding

45、(i.e.folding parallel to the gneissic foliation).Re-mobilised gold mineralisation tends to be bounded by zones of high ductile strain;however the highest grades are found within low strain windows such as fold hinge zones(based on the vergence of small scale parasitic folding).The gneissic foliation

46、 is over printed by at least three deformation events.The most significant being related to northwest-southeast compression.This is expressed as a steeply dipping crenulation cleavage over the gneiss foliation(oriented 85/300).This suggests broader scale folding with NE-SW striking fold axes and is

47、a likely control on the plunge of the Jinkas and Dingo mineralisation.This north south compression increases in intensity towards the north.The Datatine prospect is located within a fault bounded fold with axes striking towards the NE;and is highlighted as a priority for follow-up.Observed distance

48、between identified mineralisation(based on drilling)south of Jackson/Olympia prospects is approximately 1500m-1800m.However,this trend has not been drill tested to the north even though the stratigraphy is continuous to Datatine.A number of these findings are consistent with previous studies at the

49、KGP(References 1&3),and the work carried out by geological consultant Rob Scott,who recognised that higher grade gold mineralisation(10 g/t Au)is closely associated with zones of massive pyrrhotite,pyrite,chalcopyrite and magnetite(remobilised and enriched during granulite metamorphism),and the bulk

50、 of mineralisation is lower grade(2 g/t Au)and contained within quartz rich gneiss(interpreted to be metamorphosed primary quartz vein hosted mineralisation).Datatine-a priority for follow-upThe Datatine prospect is located approximately 8km NNW of the central Katanning gold project.Historic drillin

51、g records(circa 1990)contain a single intercept of 4m 15.6g/t Au from 24m depth in a RAB hole.Follow-up drilling at the time failed to locate any further significant mineralisation but recent soil geochemistry and SRK interpretation of aeromagnetic data indicated the possibility that mineralisation

52、is hosted by a northeast striking structure,and represents a strong target for further drilling.Metallurgical testwork at the KGP On a preliminary basis Ausgold assessed alternatives for processing of the KGP mineralisation types.The results of gravity recoverable gold(GRG)testwork carried out on sa

53、mples from the Katanning gold project were reviewed during the year.The testwork results indicate a potential low capital and low operating cost alternative for a smaller scale treatment plant at the KGP(using the Gekko treatment system).The Gekko system appears best suited to ore types where minera

54、lisation contains a large proportion of coarse free gold(recoverable through gravity recovery),with the balance of gold associated with sulphides(which can be recovered by flotation).In these ore types a large proportion of gravity gold(and sulphide concentrate)can be recovered via lower energy coar

55、se crushing(without the necessity to mill the ore).This would have a beneficial impact on both capital costs of treatment plant construction and direct operating costs.The Gekko system is highly successful at the Ballarat gold operation,which has coarse(free)gold mineralisation associated with coars

56、e sulphides in quartz veins.An overall gold recovery of+90%has been achieved through gravity(after coarse crushing),flotation,leaching and cyanidation at the project site.Testwork on KGP mineralisation has been taken through to advanced stage(Stage 3)by Gekko Systems(at its Ballarat test facilities,

57、in Victoria).This testwork assessed the amenability of gold recovery from KGP mineralisation by vertical shaft impact crushing,continuous gravity recovery,conventional flotation and intensive cyanidation.12 Ausgold Limited Annual Report 2014REVIEW OF OPERATIONSThe results indicate that approximately

58、 50%-54%of gold in the KGP mineralisation is recoverable through a coarse crush and gravity circuit.This is an encouraging preliminary result.Around 20%-25%of the balance of contained gold can be recovered to a sulphide concentrate.We understand a lower recovery of gold to a sulphide concentrate may

59、 reflect finer gold in the host rock(which may not of been liberated at the coarser crush size),or a proportion of gold may not be associated with sulphides.The cumulative gold recovery from KGP mineralisation using the Gekko system,based on a process of Wilfley tabling(for gravity recovery),flotati

60、on and intensive cyanidation recovery was approximately 77%.This testwork was carried out on KGP mineralisation with a grade of 4.5g/t Au.We expect the cumulative recovery on lower grade material would to be commensurately lower.Note:that preliminary metallurgical testwork using a conventional CIL p

61、rocess route indicates approximately 90%of gold should be recoverable overall(carried out by AMMTEC LTD).The testwork carried out provides a useful starting point in a preliminary(and low cost)assessment of the smaller scale treatment plant alternatives that should be available to AUC.DOOLGUNNA STAT

62、ION,WESTERN AUSTRALIA(AUC 100%)Project location and major copper-gold discoveries in the regionAusgolds exploration licence(E52/3031)covering 189 square kilometres is approximately 13km to the west,and along trend of Sandfire Resources major DeGrussa copper-gold deposits(current resource of 634kt Cu

63、 grading 4.7%Cu,and 795koz Au grading 1.9g/t Au).The high grade DeGrussa deposits are regarded as volcanogenic hosted massive sulphide(VHMS)mineralisation.Ausgolds Doolgunna Station project is considered prospective for the discovery of similar VHMS type mineralisation.During the year Ausgold contin

64、ued to review its ground holding in the Bryah Basin in light of recent exploration success at DeGrussa by Sandfire Resources(at the Noonyereena North prospect),and the new discovery at Red Bore(15.6m grading 15.2%Cu which importantly includes 7m of shallow primary copper mineralisation(chalcopyrite)

65、grading 28.4%Cu),by Thundelarra Limited.The location of Ausgolds Doolgunna ground holding relative to DeGrussa,Red Bore and other copper-gold prospects in the Bryah Basin,is illustrated in Figure 7 and 8.Figure 7-Location plan of Ausgolds Doolgunna Station tenements in Bryah Basin Ausgold Limited An

66、nual Report 2014 13REVIEW OF OPERATIONSFigure 8-Regional location plan of Bryah Basin copper-gold and gold prospectsBryah Basin and region continues to be a“hot spot”for exploration During the year a number of companies formed high expenditure value joint ventures(“JVs”)to fund exploration in the Br

67、yah Basin,including the Sandfire/Talisman Mining JV(value of$15m),and the Independence Group/Alchemy Resources JV(value of$6.5m).Refer to Figure 7.The high grade DeGrussa VHMS mineralisation is hosted within the Narracoota volcanic sequence,and relates to the contacts between the Narracoota volcanic

68、s sequence,the Karalundi and Johnsons Cairn formations,and a close association with the regional east-west trending Jenkin fault.The prospective Narracoota volcanics and Jenkin fault trend into Ausgold exploration licence,which covers approximately 5km strike length of the prospective Narracoota vol

69、canics sequence and Jenkin Fault.During the year,regional exploration by Sandfire has included drilling at the Noonyereena North prospect,close to where the Jenkin fault crosses the Sandfire/Ausgold tenement boundary(refer Figure 7).Thundelarra Limited has recently intersected shallow primary chalco

70、pyrite(copper sulphide)mineralisation at its Red Bore tenement,approximately 2 kilometres to the south-east of the DeGrussa deposits(Figure 7).Although at an early stage of exploration,diamond drilling has intersected 15.6m grading 15.2%Cu,which includes an interval of 7m grading 28.4%Cu of primary

71、chalcopyrite mineralisation.Thundelarra regards the mineralisation as a pipe feeder zone to mineralisation.Work is ongoing.Regional exploration in the emerging Bryah Basin VMS province continues a pace with a number of high value exploration joint ventures being established.Under the terms of a join

72、t venture Sandfire can earn up to 70%interest in Talismans Doolgunna copper-gold projects(including the Springfield and Halloween prospects),by spending a minimum of$15m over 5.5 years.Sandfire is currently drilling a deep diamond drill hole to test an EM conductor at the Homer prospect,within the S

73、pringfield JV.The prospective Narracoota volcanic sequence and Jenkin Fault continue west of the Sandfire/Talisman&Ausgold ground holdings into tenements held by Alchemy Resources Ltd.During the year Alchemy has joint-ventured this ground holding with well-established base metal and gold miner Indep

74、endence Group NL.Independence intends to apply its state-of-the-art geophysical methods and geological team to evaluate the prospective Narracoota stratigraphy within the JV tenements.The project is situated 40km west along strike from the DeGrussa Cu-Au VHMS deposit,and covers the same prospective

75、Narracoota volcanic host stratigraphy.The Independence exploration team has extensive VHMS exploration and discovery experience through its Jaguar and Stockman projects,and intends to apply the exploration techniques developed at these projects together with its in-house geophysical expertise in the

76、 exploration of the Bryah Basin Project.14 Ausgold Limited Annual Report 2014REVIEW OF OPERATIONSUnder the terms of the JV Independence may earn 70%-80%in the tenements by spending$6.5m over 6 years.Independence has commenced preliminary work on the project and has identified a number of geochemical

77、 and geophysical targets that will be drill tested once access approvals are in place.The discoveries by Resource and Investment NL at its Cashmans project(which include the T10 and Orient prospects)highlight the prospectivity of the entire Bryah Basin for VHMS mineralisation.The Cashmans project co

78、vers the prospective Jenkin Fault and Narracoota volcanic sequence to the west of the IGO/Alchemy JV,in addition to prospective geology along the south Bryah Basin.We note that a gossan search by RNI at the T10 prospect,associated with a VTEM conductor,on the contact that hosts the Orient mineralisa

79、tion was an important factor in the discovery of a high grade oxide copper-gold gossan(which includes grades from rock chip sampling of 17.4%Cu,8.8g/t Au&2.0g/t Ag).The exploration by RNI has identified a“VHMS target sequence”,predominantly comprising interbedded mafic volcanic and volcano-sedimenta

80、ry units with abundant interflow chert horizons and mafic intrusive rocks.This sequence is interpreted to be the lower part of the Narracoota volcanic sequence.Ausgold is planning to carry out geological mapping(including a gossan search)along trend of Sandfires adjacent Noonyereena North prospect)o

81、ver the prospective area prior to a campaign of further geophysics and drilling.Gold potential in the Bryah basin and Marymia greenstone beltAusgolds Doolgunna Station project is located approximately 35 kilometres from the 9 million ounce Plutonic gold mine(now operated by Northern Star Resources),

82、and along trend from the Peak Hill region(which has historical gold production of over 1Moz of gold).YAMARNA PROJECT,WESTERN AUSTRALIA(AUC 100%)Project location and historyThe Yamarna project is located approximately 125 kilometres north-east of Laverton in central Western Australia on Exploration L

83、icence(“EL”)38/2129.The EL comprises approximately 57 square kilometres of prospective ground over the eastern-most Yamarna Archaean greenstone belt of the Yilgarn Craton(refer Figure 1).In 2010,geophysical surveys outlined a number of conductive EM(Electro Magnetic)targets,with follow-up drilling i

84、ntercepting modest copper and nickel intercepts at the Winchester Prospect.Intersections include 31m 0.58%Cu,&0.35%Ni(from 29m),21m 0.63%Cu,0.20%Ni,and 0.02%Co(from 88m),and 28m 0.50%Cu,0.21%Ni,and 0.02%Co(from 99m).Mineralisation is characterised by disseminated sulphide minerals comprising chalcop

85、yrite(copper iron sulphide),pentlandite(iron-nickel sulphide)and pyrite(iron sulphide)within a mafic/ultramafic unit.Fathom Geophysics completed geophysical data enhancement,structural and lithological interpretation and targeting across the Yamarna project area during the year.A number of targets a

86、s well as coincident targets have been identified based on magnetic and electrical responses combined with structural complexity and favourable interpreted lithology.In view of the further encouraging results at Yamarna,the company has made application for a new exploration licence(EL38/2863)coverin

87、g 276 square kilometres of open ground adjacent and to the north of the Winchester Prospect.CRACOW,QUEENSLAND(AUC 100%)Ausgold holds tenements over approximately 1,735 square kilometres in the Cracow region,approximately 375km north-west of Brisbane.The tenements cover extensive areas of prospective

88、 Camboon Volcanics,which host to the high-grade epithermal+1 million ounce Au-Ag Cracow gold system.Exploration to date at Cracow has included geological mapping,stream sediment sampling and follow-up by soil geochemical sampling of target areas.During the year anomalous copper bearing rocks were lo

89、cated adjacent to Spring Creek,a low order stream anomaly.Maximum values of 1.83%Cu,5.5g/t Ag were recorded in a rock chip sample of a highly altered andesite,with green celadonite and malachite staining with specs of native copper.The information in this report that relates to Mineral Resources is

90、based on information compiled by Mr Jonathon Abbott of MPR Geological Consultants Pty Ltd.Mr Abbott is a Member of the Australian Institute of Geoscientists(AIG)and has sufficient experience,which is relevant to the style of mineralisation and type of deposit under consideration and to the activity

91、which 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”(The JORC Code).Mr Abbott consents to the inclusion in this report of the matters based on his information in the f

92、orm and context in which it appears.Ausgold Limited Annual Report 2014 1516 Ausgold Limited Annual Report 2014DIRECTORS REPORTThe Directors present their report together with the financial statements,on the consolidated entity consisting of Ausgold Limited and the entity it controlled for the year e

93、nded 30 June 2014.Ausgold Limited(“Ausgold”or“Parent entity”or“the Company”)and its controlled entity(collectively known as“the Group”or“consolidated entity”)are domiciled in Australia.PRINCIPAL ACTIvITIESThe consolidated entitys principal activities during the course of the financial year were the

94、mineral exploration for gold and other precious metals.DIRECTORSThe Directors of the Group during or since the end of the financial year are:The qualification,experience and special responsibilities of the Directors of the Group during or since the end of the financial year are:Non-Executive Chairma

95、n Robert James Pett BA(Hons),MA(Econ),FAICD,Minerals EconomistMr Pett is a minerals economist with over 25 years of experience in exploration and mining of gold and other metals.During that period he has overseen the successful exploration,development,operation and financing of more than ten mining

96、projects worldwide.This includes gold and nickel mines in Australia and gold mines in East and West Africa,a number evolving from grass roots discovery,as well as numerous exploration projects.He holds a Masters Degree from Queens University Canada.Mr Pett is a member of the Boards Audit Committee a

97、nd Remuneration Committee.During the last 3 years,Mr Pett has served on the boards of the following public listed companies:A-Cap Resources Ltd Regalpoint Resources Ltd(resigned April 2013)Brazilian Metals Group Ltd(resigned April 2013)Senex Energy Ltd(resigned September 2011)Non-Executive Director

98、Richard LockwoodMr Lockwood has forged a successful career in fund management and mining investment and was the founder of New City Investment Management,of which one of the five quote investment trusts he ran the specialist Geiger Counter Limited Uranium Fund.Mr Lockwood was formerly a Director of

99、AIM-listed Kalahari Minerals which was acquired by CGNPC Uranium Resources Co.Ltd.Formerly a mining investment partner for Hoare Govett and McIntosh Securities he was involved in the development and financing of several gold and base metals projects in Europe,Australia and Africa.Mr Lockwoods intima

100、te knowledge and experience in the mining and uranium industries is an asset to the Company during its current growth phase.Mr Lockwood is currently a director of Praetorian Resources Ltd,a public listed investment company on the AIM market focussed on natural resources.During the last 3 years,Mr Lo

101、ckwood has served on the boards of the following public listed companies:A-CapResourcesLtdPraetorianResourcesLtdRegalpointResourcesLtd(resignedOctober2012)KalahariMineralsLtd(resignedFebruary2012)NamePeriod of DirectorshipMr Robert PettNon-Executive ChairmanDirector since 23 October 2009 Mr Richard

102、LockwoodNon-Executive DirectorDirector since 12 November 2010Mr Denis RakichExecutive Director and Company SecretaryDirector since 31 January 2013Mr Stephen ThomasExecutive Technical DirectorAppointed 27 June 2014Mr Neil FearisAlternate Director to Mr Robert PettAppointed 30 July 2014 Ausgold Limite

103、d Annual Report 2014 17DIRECTORS REPORTExecutive Director&Company Secretary Denis Rakich FCPAMr Rakich is an Accountant and Company Secretary with extensive knowledge and experience within the mineral production and exploration industries.He is a fellow of the CPA Australia and has served as Company

104、 Secretary for several other ASX-listed companies within the resources sector.Mr Rakich is responsible for the legal,financial and corporate management of Ausgold.Mr Rakich is a member of the Boards Audit Committee and Remuneration Committee.Mr Rakich was not a director of any other public listed co

105、mpany during the last 3 years.Executive Technical Director Stephen ThomasMr Thomas is a geologist and a member of the Australian Institute of Mining and Metallurgy(AusIMM).He spent 12 years as a senior mine geologist at various projects including the nickel and gold operations of Western Mining Corp

106、oration Limited.Mr Thomas has worked for over 20 years in the mineral finance sector as a resource analyst with a variety of companies including Hartleys,Rothschild Golden Arrow Fund and Bell Potter Securities Ltd.Mr Thomas has completed a Bachelor of Science degree at the Royal School of Mines,Impe

107、rial College,London(and he is an Associate of the Royal School of Mines),and completed an MBA at the Cardiff Business School,University of Wales,UK.Alternate Director to Mr Robert Pett Neil FearisMr Neil Fearis was appointed Alternate Director to Mr Robert Pett on 30 July 2014.Mr Fearis has over 35

108、years of experience as a commercial lawyer in the UK and Australia.During the last 3 years,Mr Fearis has served on the boards of the following public listed companies:PerseusMiningLimitedTigerResourcesLimitedJackaResourcesLimitedCarnarvonPetroleumLimited(resignedDecember2013)MagmaMetalsLimited(resig

109、nedJune2013)DIRECTORS MEETINGSThe following table sets out the number of Directors meetings(including meetings of the committees of directors)held during the financial year and the number of meetings attended by each Director(while they were a Director or committee member).During the financial year

110、ended 30 June 2014,4 board meetings were held.Note 1:Mr Thomas was appointed 27 June 2014.Note 2:Mr Fearis was appointed Alternate Director to Mr Robert Pett on 30 July 2014.In addition to these formal meetings,during the year the Directors considered and passed 3 Circular Resolutions pursuant to cl

111、ause 72 of the Companys Constitution.DIvIDENDSNo dividends have been declared or paid since the end of the previous financial year.Boardof DirectorsNomination and RemunerationCommitteeAudit CommitteeDirectorHeldAttendedHeldAttendedHeldAttendedR Pett44-22R Lockwood44-D Rakich44-22S Thomas14-N Fearis2

112、4-18 Ausgold Limited Annual Report 2014SIGNIFICANT CHANGES IN THE STATE OF AFFAIRSThe following table sets out the restructure of board of directors and management during the financial year:There were no other changes in the state of affairs of the consolidated entity other than the above mentioned.

113、LIKELY DEvELOPMENTS AND EXPECTED RESULTS OF OPERATIONSIt is the objective of the Company to continue to explore for gold at the Katanning Gold Project,with a view to increasing the overall size of the geological resource whilst at the same time,exploring for gold and base metals at its recognised te

114、nure in other parts of Australia.SHARE OPTIONSListed Options converted during the financial yearA total of 6,667 listed options were exercised during the financial year to 30 June 2014.The details of these options are as follows:The issuing entity was Ausgold Limited.The market weighted average clos

115、ing price of Ausgold Limited shares during the 2014 financial year was$0.04(2013:$0.09).No amount was unpaid on these shares.Unlisted Options converted during the financial yearNo unlisted options were exercised during the financial year to 30 June 2014.Employee options issued during the financial y

116、earNo employee options were issued during the financial year ended 30 June 2014Options lapsed during the financial yearA total of 150,000 unlisted options lapsed during the financial year to 30 June 2014 and up to the date of this report,following cessation of employment.The details of these options

117、 are as follows:DIRECTORS REPORTNameAppointed/ResignedMr Stephen ThomasExecutive Technical DirectorAppointed 27 June 2014Mr Neil FearisAlternate Director to Mr Robert James PettAppointed 30 July 2014Number of ordinary shares under optionExercise price$Expiry date6,6670.0515 May 2015Number of ordinar

118、y shares under optionExercise price$Expiry date150,0000.452 October 2015 Ausgold Limited Annual Report 2014 19Note 1:All options issued for nil consideration and had vested and remained unexercised at the date of this reportOptions exercised subsequent to reporting dateNo options have been exercised

119、 subsequent to reporting date.ENvIRONMENTAL REGULATIONSThe consolidated entitys exploration activities are governed by a range of environmental legislation.As the Group is in the early development phase of its exploration projects,Ausgold is not yet subject to the public reporting requirements of en

120、vironmental legislation.To the best of the directors knowledge,the Group has adequate systems in place to ensure compliance with the requirements of the applicable environmental legislation and is not aware of any material breach of those requirements during the financial year and up to the date of

121、the Directors Report.EvENTS SUBSEQUENT TO REPORTING DATEMr Neil Fearis was appointed Alternate Director to Mr Robert Pett on 30 July 2014.Pursuant to the General Meeting on 12 August 2014,the shareholders approved the issuance of options to the directors of the Company totalling 14,000,000 options.E

122、ach option is exercisable at a price of$0.09 and expires on 31 January 2017.On 27 June 2014,Mr Richard Lockwood and Mr Robert Pett agreed to suspend and cancel all accrued non-executive directors fees owing as at 30 June 2014.The funds for non-payment of the Non-Executive Directors fees will be used

123、 for the funding of future exploration and drilling programs of the Company.In addition,no further fees would be accrued to the Non-Executive Directors between the periods 1 July 2014 to 30 June 2015.REvIEW OF OPERATIONSExploration In September 2013,SRK Consulting completed a reappraisal of the Kata

124、nning gold project(“KGP”).This study provided an updated interpretation of the geology and gold mineralisation at the KGP,and has implications for future exploration at the project.Two styles of gold mineralisation have been categorised,and higher grades appear to be mobilised and deposited in the n

125、oses of tight folds along the belt.The findings of the study are consistent with earlier studies of the geology and mineralisation at the Badgebup(Katanning)and Boddington gold deposits.Further drilling at the KGP is planned with the aim of delineating a higher grade subset within the current global

126、 resource(41.7Mt grading 0.66g/t Au for 878koz Au).The program will comprise both reverse circulation(RC)and diamond drilling,and should take a significant proportion of resources into the higher confidence Indicated category.Options on issue at the date of this reportDIRECTORS REPORTNumber of ordin

127、ary shares under option1Grant dateExercise price$Expiry date200,00016 December 20090.2031 December 2014250,00016 December 20090.2531 December 2014500,0001 July 20111.451 July 2015500,0006 December 20111.386 December 2015666,6666 December 20111.7166 December 2014500,00019 December 20111.3819 December

128、 20141,500,00027 February 20121.57327 February 2016100,0002 October 20120.452 October 201576,944,70820 February 20140.0515 May 201514,000,00013 August 20140.0931 January 201720 Ausgold Limited Annual Report 2014Preliminary metallurgical testwork carried out on samples from the KGP indicate gold mine

129、ralisation is free milling,with up to 77%of gold mineralisation recoverable through coarse crushing and flotation only.This compliments earlier metallurgical testwork which has confirmed that circa 90%of gold mineralisation is recoverable through a conventional crushing,grinding,CIL process and leac

130、h treatment route.Further desktop review of Ausgolds ground holding in the Bryah Basin was carried out following recent exploration success at DeGrussa by Sandfire Resources(at Noonyereena North prospect),and the new discovery by Thundelarra Limited at Red Bore(15.6m grading 15.2%Cu).FinancialThe Gr

131、oup recorded a consolidated loss of$3,455,620 for the financial year ended 30 June 2014(2013:$8,290,683).At 30 June 2014,the Group has$970,073 in cash and cash equivalents(2013:$666,842).On 27 November 2013,Ausgold undertook a pro-rata Non Renounceable Rights Issue to raise$1.15 million(before costs

132、).Eligible shareholders was entitled to subscribe for 1 new Share for every 2 existing shares at an issue price of$0.015 per share together with 1 free attaching new option for every one new share allotted.Proceeds from the Rights Issue will be used to fund the Companys ongoing exploration programs.

133、On 20 February 2014,the Company allotted 76,951,375 new ordinary fully paid shares together with 76,951,375 new options.INDEMNIFICATION OF DIRECTORS IndemnificationThe Company has agreed to indemnify the current directors and officers of the Company against all liabilities to another person(other th

134、an the Company or a related body corporate)that may arise from their designated position of the Company,except where the liability arises out of conduct involving a lack of good faith.The agreement stipulates that the Company will meet to the maximum extent permitted by law,the full amount of any su

135、ch liabilities,including costs and expenses.Insurance premiumsThe Company paid a premium during the year in respect of a director and officer liability insurance policy,insuring the directors of the Company,the company secretary,and all executives of the Company against a liability incurred as such

136、a director,secretary or executive officer to the extent permitted by the Corporations Act 2001.Indemnity and insurance of auditor The Company has not,during or since the end of the financial year,indemnified or agreed to indemnify the auditor of the company or any related entity against a liability

137、incurred by the auditor.During the financial year,the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.Proceedings on behalf of the company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to

138、 bring proceedings on behalf of the Company,or to 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 part of those proceedings.DIRECTORS REPORT Ausgold Limited Annual Report 2014 21REMUNERATION REPORT(AUDITED)The

139、Directors of Ausgold Limited present the Remuneration Report prepared in accordance with section 300A of the Corporations Act 2001 for the Company and the consolidated entity for the financial year ended 30 June 2014.For the purposes of this report,Directors and executives of the Company and consoli

140、dated entity are defined as those persons having authority and responsibility for planning,directing and controlling the major activities of the Company and consolidated entity(“the Group”),directly or indirectly,including any director(whether executive or otherwise)of the parent company.This Remune

141、ration Report forms part of the Directors Report.OvERvIEWRemuneration levels for directors and executives are competitively set to attract the most qualified and experienced candidates.Details of the Companys remuneration strategy for the 2014 financial year are set out in this Remuneration Report.T

142、his Remuneration Report:explainstheBoardspoliciesrelatingtoremunerationofdirectorsandexecutives;discussestherelationshipbetweenthesepoliciesandtheCompanysperformance;andsetsoutremunerationdetailsforeachDirectorandseniorexecutive.The remuneration strategy for the executives comprise of a fixed cash c

143、omponent and where applicable,superannuation contributions,a potential merit based performance bonus and the issue of share options or other share based incentives in the Company which is intended to provide competitive rewards to attract high calibre executives.The issue of performance bonuses and

144、share options,whilst not dependent on the performance of the Company,are aligned with the ongoing performance assessment of the incumbent management team,following review and assessment by the Board of Directors.Like the executives,Executive Directors may receive a fixed base salary and if warranted

145、,performance bonuses.The fees paid to Non-Executive Directors are set at levels which reflect both the responsibilities of,and the time commitments required from,each Non-Executive Director to discharge their duties and are not linked to the performance of the Company.The purpose of the issue of Opt

146、ions to the Executive Directors is to align their interests with those of the Shareholders and to provide sufficient incentives to continue their efforts for the benefit of the Company.The Non-Executive Directors have agreed to suspend and cancel all accrued fees owed to them at 30 June 2014 in lieu

147、 of the issuance of 3,500,000 options to each director at$0.09 with an expiry of 31 January 2017.The issuance of these options to the directors was approved in the General Meeting held on 12 August 2014.Criteria used to determine potential merit based performance bonus for the executives,during the

148、exploration phase may include establishing key objectives for each executive and measuring performance against these objectives.Key objectives will normally include criteria where performance will be measured against progress indicators.These key objectives will largely be determinable by the object

149、ive assessment of performance by the Board.There are no specific performance based key financial indicators set at present and bonuses and/or options are at the discretion of the Board.The Nomination and Remuneration Committee review the performance of the executives and make a recommendation to the

150、 Directors,based on this review.Share options are offered to executives at the discretion of the Board.Performance criteria is one of several elements utilised by the Board in assessing the issue of share options to employees.Length of service with the Group,past and potential contribution of the pe

151、rson to the Group is also considered when awarding shares options to employees.The issuance of options is not linked to the performance of the Company.There is no Board policy in relation to limiting the recipient exposure to risk in relation to securities.The table below sets out summary informatio

152、n about the movements in shareholder wealth for the following financial periods:DIRECTORS REPORT30 June 2014$00030 June 2013$00030 June 2012$00030 June 2011$00030 June 2010$000Revenue1763593302241Net profit/(loss)before tax(3,456)(8,291)(4,819)(1,024)(748)Net profit/(loss)after tax(3,456)(8,291)(4,8

153、19)(1,024)(748)Share price at start of year$0.02$0.41$1.55$0.12$0.20Share price at end of year$0.05$0.02$0.41$1.55$0.12Dividends-Basic loss per share(cents)(1.90)(5.55)(4.02)(1.11)(1.39)Diluted loss per share(cents)n/an/an/an/an/a22 Ausgold Limited Annual Report 2014DIRECTORS REPORTKEY MANAGEMENT PE

154、RSONNELThe following persons acted as Directors of the Company during or since the end of the financial year:MrRobertPett(Non-ExecutiveChairman)MrRichardLockwood(Non-ExecutiveDirector)MrDenisRakich(ExecutiveDirector)MrStephenThomas(ExecutiveDirector),appointed27June2014MrNeilFearis(AlternateDirector

155、toMrRobertPett),appointed30July2014The following persons are the executives of the Company during or since the end of the financial year:MrDenisRakich(CompanySecretary)REMUNERATION OF DIRECTORS AND EXECUTIvESThe table below shows the fixed and variable remuneration for key management personnel:Note

156、1:Mr Pett requested for the cancellation of all accrued fees up to 30 June 2014 in lieu of the issuance of 3,500,000 share options exercisable at$0.09 per option.No further directors fees are required to be paid to Mr Pett between the periods 1 July 2014 to 30 June 2015.Note 2:Mr Lockwood requested

157、for the cancellation of all accrued fees up to 30 June 2014 in lieu of the issuance of 3,500,000 share options exercisable at$0.09 per option.No further directors fees are required to be paid to Mr Lockwood between the periods 1 July 2014 to 30 June 2015.Note 3:Mr Thomas was appointed Executive Tech

158、nical Director on 27 June 2014.No fees were owed to Mr Thomas as at 30 June 2014.Note 4:Other fees include the attributable non-cash benefit applied by virtue of the Companys Directors and Officers Liability policy.Note 5:Mr Fearis was appointed Alternate Director to Mr Robert Pett subsequent to the

159、 end of the financial year on 30 July 2014.Note 6:Remuneration is non-performance based.On 27 June 2014,the Company and the individual directors executed an agreement,subject to shareholder approval obtained 12 August 2014,to obtain 14,000,000 options in lieu of directors fees for the year ended 30

160、June 2014 and to align their interests with those of the Shareholders for the benefit of the Company.The issuance of the options is not linked to the performance of the Company.As the agreement was entered into prior to 30 June 2014,the transaction has been measured on this date in accordance with t

161、he accounting standards.The specific terms of the options are below:2014Short-term benefitsPost-employment benefitsShare-based paymentTotal$Salary&fees$Bonus$Other fees$4Superannuation$Options&rights$DirectorsR Pett1-3,069-105,909108,978R Lockwood2-3,068-105,909108,977D Rakich87,273-3,0688,727105,90

162、9204,977S Thomas3-105,909105,909N Fearis5-Total87,273-9,2058,727423,636528,841Agreement date:27 June 2014Grant date:12 August 2014Share price:$0.05Exercise price:$0.09Expected volatility:117.2%Risk free rate:2.59%Vesting conditions:Nil Ausgold Limited Annual Report 2014 23DIRECTORS REPORTNote 1:The

163、fair value of the options is calculated at the date of grant using a Black-Scholes valuation model and allocated to each reporting period evenly over the period from grant date to vesting date.Note 2:Mr Pett received director fees from July 2012 to October 2012.Mr Pett has agreed to defer payment of

164、 his remaining fees until further notice.Of the$67,604,$43,600 has been accrued in the accounts at 30 June 2013 as amount owing to Mr Pett.Note 3:Mr Trevisan did not receive directors fees from the Company for the financial year ended 30 June 2013.Mr Trevisan resigned on 4 February 2013.Note 4:Mr Lo

165、ckwood received directors fees from July 2012 to October 2012.Mr Lockwood has agreed to defer payment of his remaining fees until further notice.Of the$32,204,$20,000 has been accrued in the accounts at 30 June 2013 as amount owing to Mr Lockwood.Note 5:Mr Kelsall received director fees from July 20

166、12 to 14 January 2013.Mr Kelsall resigned on 14 January 2013.Note 6:Other fees include the attributable non-cash benefit applied by virtue of the Companys Directors and Officers Liability policy.Note 7:Mr Rakich was appointed on 31 January 2013 as Executive Director and Company Secretary of Ausgold.

167、Note 8:Mr Tunks resigned as Chief Executive Officer on 31 May 2013.Note 9:Mr Di Silvio resigned as Chief Financial Officer and Company Secretary on 31 January 2013.Note 10:Remuneration is non-performance based and the remuneration payable up to and including the date of resignation were duly paid to

168、 the respective directors and executives who resigned during the financial year.The proportion of remuneration linked to performance and the fixed proportion are as follows:Note 1:Mr Pett requested for the cancellation of all accrued fees up to 30 June 2014 in lieu of the issuance of 3,500,000 share

169、 options exercisable at$0.09 per option.No further directors fees are required to be paid to Mr Pett between the periods 1 July 2014 to 30 June 2015.Note 2:Mr Lockwood requested for the cancellation of all accrued fees up to 30 June 2014 in lieu of the issuance of 3,500,000 share options exercisable

170、 at$0.09 per option.No further directors fees are required to be paid to Mr Lockwood between the periods 1 July 2014 to 30 June 2015.Note 3:Mr Thomas was appointed Executive Technical Director on 27 June 2014.No fees were owed to Mr Thomas as at 30 June 2014.Note 4:Mr Fearis was appointed Alternate

171、Director to Mr Robert Pett subsequent to the end of the financial year on 30 July 2014.No Director or executive appointed during the period received a payment as part of his or her consideration for agreeing to hold the position.No executive is entitled to any termination payments apart from remuner

172、ation payable up to and including the date of termination and all payments due by way of accrued leave.SERvICE AGREEMENTSAs at the date of this report,the Company has no service agreements with any Director.2013Short-term benefitsPost-employment benefitsShare-based paymentTotal$Salary&fees$Bonus$Oth

173、er fees$6Superannuation$Options&rights$1DirectorsR Pett260,000-2,2045,400-67,604S Trevisan3-2,204-2,204R Lockwood430,000-2,204-32,204C Kelsall516,250-2,204-18,454D Rakich736,361-2,2043,636-42,201ExecutivesA Tunks8312,167-2,20427,165531,580873,116M Di Silvio9147,278-2,20412,63812,302174,422Total602,0

174、56-15,42848,839543,8821,210,205NameFixed remunerationPerformance based remuneration2014%2013%2014%2013%DirectorsR Pett1-R Lockwood2-D Rakich100%100%-S Thomas3-N Fearis4-24 Ausgold Limited Annual Report 2014DIRECTORS REPORTUSE OF REMUNERATION CONSULTANTSDue to the size and nature of the organisation,

175、the Company has not engaged remuneration consultants to review and measure its remuneration policy and strategy.The Board reviews remuneration strategy periodically and may engage remuneration consultants in future to assist with this process.vOTING AND COMMENTS MADE AT THE COMPANYS 2013 ANNUAL GENE

176、RAL MEETING Ausgold Limited received more than 58%of yes votes on its remuneration report for the 2013 financial year.The Company did not receive any specific feedback at the annual general meeting or throughout the year regarding its remuneration practices.Shares issued to DirectorsThere were no sh

177、ares issued to directors during the financial year ended 30 June 2014.Options issued to Directors Options are offered to Directors and executives at the discretion of the Board,having regard,among other things,to the length of service with the Group,the past and potential contribution of the person

178、to the Group.The issuance of the options is not linked to the performance of the Company.The following options remained on issue as at the date of the report:NameOfficeGrant dateNo.of unquoted optionsFair value at grant date$Exercise price$Expiry dateDirectorsR Lockwood1Non-Executive Director19 Dec

179、2011500,0000.62241.3819 Dec 2014R Pett2Non-Executive Chairman12 Aug 201433,500,0000.03030.0931 Jan 2017R Lockwood2Non-Executive Director12 Aug 201433,500,0000.03030.0931 Jan 2017D Rakich2Executive Director&Company Secretary12 Aug 201433,500,0000.03030.0931 Jan 2017S Thomas2Executive Director12 Aug 2

180、01433,500,0000.03030.0931 Jan 2017Note 1:As at 30 June 2014,100%of these non-performance based options had vested and remain unexercised.Note 2:The options were issued following the approval of the shareholders on 12 August 2014.100%of these non-performance based options had vested and remain unexer

181、cised as at the date of the report.Note 3:On 27 June 2014,the Company and the individual directors executed an agreement to obtain 14,000,000 options in lieu of directors fees for the year ended 30 June 2014 and to align their interests with those of the Shareholders for the benefit of the Company.T

182、he options were approved at the General Meeting on 12 August 2014 therefore confirming that the options have vested and the measurement principles have been used at that date.Value of Directors and executives options granted,exercised and lapsed during the yearThe following table shows the value of

183、Directors and executives options for which an agreement was reached during the year:Note 1:The value of options granted during the period is recognised in compensation over the vesting period of the grant,in accordance with Australian Accounting StandardsNote 2:The value of the options exercised,or

184、disposed of,during the year is calculated as the market price of the shares of the Group as at the close of trading on the date the options were exercised after deducting the price paid to exercise the option.Options grantedOptions exercisedOptions lapsedValue of options included in remuneration for

185、 the year$Percentage of total remuneration for the year that consists of options%NameValue at Grant date1$Value at exercise date2$Value at time of lapse$DirectorsR Pett105,909-105,909100%R Lockwood105,909-105,909100%D Rakich105,909-105,90951%S Thomas105,909-105,909100%Ausgold Limited Annual Report 2

186、014 25DIRECTORS REPORTDIRECTORS SHAREHOLDINGSNumber of shares held by Directors and Executives of the Group,including their personally related parties,are set out below:Recording of options agreed during the year to Directors and executives Note 1:The options have been approved at the General Meetin

187、g on 12 August 2014 therefore confirming that the options have vested and the measurement principles have been used at that date.Note 1:Relevant interest as director and controlling shareholder of Batterbury Holdings Pty Ltd.Note 2:Relevant interest in ordinary shares held by Nefco Nominees Pty Ltd.

188、Note 3:Relevant interest as director and controlling shareholder of Denis Ivan Rakich ATF.Note 4:Relevant interest as director and controlling shareholder of Dinas Super Fund Pty Ltd.Mr Thomas was appointed Executive Director on 27 June 2014.Note 5:Mr Fearis was appointed Alternate Director to Mr Ro

189、bert Pett subsequent to the end of the financial year on 30 July 2014.Note 1:Relevant interest as director and controlling shareholder of Batterbury Holdings Pty Ltd.Note 2:Relevant interest as director and controlling shareholder of Transcontinental Investments Pty Ltd.Mr Trevisan resigned on 4 Feb

190、ruary 2013.Note 3:Relevant interest in ordinary shares held by Nefco Nominees Pty Ltd.Note 4:Relevant interest as director and controlling shareholder of Denis Ivan Rakich ATF.Mr Rakich was appointed Executive Director and Company Secretary on 31 January 2013.Mr Rakich held 7,538,000 ordinary fully

191、paid shares at the time of appointment.Note 5:Dr Tunks was appointed Chief Executive Officer on 27 February 2012,resigned 31 May 2013Note 6:Mr Di Silvio was appointed Chief Financial Officer&Company Secretary on 25 November 2011,resigned 31 January 2013NameNumber of options issuedYear Vested%1Forfei

192、ted%R Pett3,500,0002014100%0%R Lockwood3,500,0002014100%0%D Rakich3,500,0002014100%0%S Thomas3,500,0002014100%0%DirectorBalance at 1 July 2013AllotmentReceived on exercise of optionsOther ChangesBalance at 30 June 2014R Pett18,300,000-4,150,00012,450,000R Lockwood22,015,151-7,975,0759,990,226D Rakic

193、h37,538,000-3,748,00011,286,000S Thomas4-10,000,00010,000,000N Fearis5-Total17,853,151-25,873,07543,726,226Balance as1 July 2012AllotmentReceived on exercise of optionsOther ChangesBalance at 30 June 2013DirectorsR Pett18,300,000-8,300,000S Trevisan219,100,000-1,250,000-20,350,000R Lockwood3500,0001

194、,515,151-2,015,151C Kelsall385,000-385,000D Rakich4-7,538,0007,538,000ExecutivesA Tunks5-M Di Silvio6-Total28,285,0001,515,1511,250,0007,538,00038,588,15126 Ausgold Limited Annual Report 2014LOAN TO KEY MANAGEMENT PERSONNELNo loans have been granted to key management personnel during the financial y

195、ear ended 30 June 2014.FEES PAID TO ELSTREE NOMINEES PTY LTDElstree Nominees Pty Ltd(“Elstree”)provides the Group with office premises and associated facilities,and accounting,taxation,payroll,legal,investor relations and secretarial services.All services provided by Elstree are at cost.Mr Denis Rak

196、ich is a director of Elstree and serves as Executive Director and Company Secretary of Ausgold.Total amount paid to Elstree during the financial year ended 30 June 2014 was$439,940.This amount includes remuneration of$96,000 paid to Mr Rakich via Elstree.OTHER KEY MANAGEMENT PERSONNEL TRANSACTIONS W

197、ITH THE COMPANYThere were no other key management personnel transactions with the Company other than the fees paid to Elstree Nominees Pty Ltd as disclosed above.DIRECTORS OPTION HOLDINGSDIRECTORS REPORTDirectorBalance at 1 July 2013Granted6ExercisedOther ChangesBalance at 30 June 2014Vested&Exercis

198、ableUnvestedR Pett1-3,500,000-4,150,0007,650,0007,650,000-R Lockwood2500,0003,500,000-3,330,0757,330,0757,330,075-D Rakich3-3,500,000-3,748,0007,248,0007,248,000-S Thomas4-3,500,000-10,000,00013,500,00013,500,000-N Fearis5-Total500,00014,000,000-21,228,07535,728,07535,728,075-Note1:Relevant interest

199、 as director and controlling shareholder of Batterbury Holdings Pty Ltd.Note 2:Relevant interest in ordinary shares held by Nefco Nominees Pty Ltd.Note 3:Relevant interest as director and controlling shareholder of Denis Ivan Rakich ATF.Note 4:Relevant interest as director and controlling shareholde

200、r of Dinas Super Fund Pty Ltd.Mr Thomas was appointed Executive Director on 27 June 2014.Note 5:Mr Fearis was appointed Alternate Director to Mr Robert Pett subsequent to the end of the financial year on 30 July 2014.Note 6:The options were agreed to during the period and issued following the approv

201、al of the shareholders on 12 August 2014.Ausgold Limited Annual Report 2014 27DIRECTORS REPORTBalance at 1 July 2012GrantedExercisedOther ChangesBalance at 30 June 2013Vested&ExercisableUnvestedDirectorsR Pett13,300,000-(3,300,000)-S Trevisan213,100,000-(1,250,000)(11,850,000)-R Lockwood3500,000-500

202、,000500,000-C Kelsall4835,000-(385,000)450,000450,000-D Rakich5-ExecutivesA Tunks53,523,000-(2,000,000)1,523,0001,523,000-M Di Silvio61,000,000-(333,334)666,666666,666-Total22,258,000-(1,250,000)(17,868,334)3,139,6663,139,666-Note 1:Relevant interest as director and controlling shareholder of Batter

203、bury Holdings Pty Ltd.3,300,000 of the Companys listed options expired on 31 March 2013.Note 2:Relevant interest as director and controlling shareholder of Transcontinental Investments Pty Ltd.11,850,000 of the Companys listed options expired on 31 March 2013.Mr Trevisan resigned on 4 February 2013.

204、Note 3:Relevant interest in ordinary shares held by Nefco Nominees Pty Ltd.Note 4:As at 30 June 2013,450,000 of these non-performance based options had vested and remain unexercised.385,000 of the Companys listed options expired on 31 March 2013.Mr Kelsall resigned on 14 January 2013.Note 5:Mr Rakic

205、h was appointed Executive Director and Company Secretary on 31 January 2013.Note 6:As at 30 June 2013,1,500,000 of these non-performance based options had vested and remain unexercised.The remaining 2,000,000 options lapsed during the year following Mr Tunks resignation on 31 May 2013Note 7:As at th

206、e 30 June 2013,666,666 of these non-performance based options had vested and remain unexercised.The remaining 333,334 options lapsed during the year following Mr Di Silvios resignation on 31 January 2013.End of audited remuneration report28 Ausgold Limited Annual Report 2014DIRECTORS REPORTNON-AUDIT

207、 SERvICESThe Board and the Audit Committee have considered the non-audit services provided during the financial year by the auditor and confirmed that the auditors did not provide any non-audit services during the financial year and therefore,the auditors independence requirements of the Corporation

208、s are satisfied that the provision of those non-audit services during the financial year by the auditor is compatible with,and did not compromise,the auditor independence requirements of the Corporations Act 2001 for the followings reasons:allnon-auditservicesweresubjecttothecorporategovernanceproce

209、duresadoptedbytheCompany;and thenon-auditservicesprovideddonotunderminethegeneralprincipalsrelatingtoauditorindependenceassetoutin APES 110 Code of Ethics for Professional Accountants,as they did not involve reviewing or auditing the auditors own work,acting in a management or decision-making capaci

210、ty for the Company,acting as an advocate for the Company or jointly sharing risks and rewards.Details of the amount paid to the auditor of the Company,BDO Audit and its related practices for audit and non-audit services provided are set out below:AUDITORS INDEPENDENCE DECLARATION The Auditors Indepe

211、ndence Declaration is included on page 22 of the financial report.The report is signed in accordance with a resolution of the directors.For and on behalf of the DirectorsRobert Pett ChairmanPerth,Western Australia 30 September 2014ConsolidatedJun 2014$Jun 2013$Audit and other assurance services-BDO

212、Audit(WA)Pty Ltd33,54834,287Total33,54834,287 Ausgold Limited Annual Report 2014 29CORPORATE GOVERNANCEThe Board of Directors of Ausgold Limited is responsible for the corporate governance of the consolidated entity.The Board guides and monitors the business and affairs of Ausgold Limited on behalf

213、of the shareholders by whom they are elected and to whom they are accountable.Unless disclosed below,the best practice recommendations of the ASX Corporate Governance Council(“ASXCGC”)have been applied for the entire financial year ended 30 June 2014.Where there has been any variation from the recom

214、mendations,those practices continue to be the subject of the scrutiny of the full Board.Copies of the current Board and Committee Charters and Policies are available on the Companys website at .Board CompositionThe Board comprises of 4 Directors,2 of whom are Executive Directors of the Company.The b

215、est practice recommendations of the ASXCGC favour that the Chairman be an independent Director.However,due to the size and nature of the Companys operations,the Board has taken a more active role in the conduct of the Companys business.The Board undertook these steps in an appropriate manner given t

216、he Companys circumstances during the course of the year.The period of office held,skills,experience and expertise relevant to the position of each Director who is in office at the date of the annual report,their attendances at meetings and their term of office are detailed in the Directors Report.Th

217、e names of the Directors of the Company in office at the date of this statement are:External Directorships of the Companys Directors are detailed in the Directors Report.The Board have the right to seek independent professional advice in the furtherance of their duties as Directors,at the Companys e

218、xpense.The Directors are aware of the need for the composition of Board to evolve with the development of Company,and propose to revise the composition of the Board in due course,including the possibility of transitioning and/or appointing additional independent Non-Executive Directors.Position Desc

219、riptionsThe roles of Chairman and Chief Executive Officer(position currently vacant)are separated as defined in the Companys Board Charter,and with the Companys continued growth and development,written position descriptions for the Chair of each Board committee will also be developed.Charter of the

220、Board of DirectorsThe Board of Directors supervises the management of the business and affairs of the Company.The Board of Directors assumes responsibility for the stewardship of the Company,and the functions the Company has established that are reserved to the Board include:Strategic Planning:The B

221、oard of Directors regularly reviews and approves strategic plans and initiatives of the Company at Board of Directors meetings,and otherwise as required.Risk Assessment:The Board of Directors has primary responsibility to identify principal risks in the Companys business and ensure the implementatio

222、n of appropriate systems to manage these risks.Succession Planning:The Board of Directors is responsible for succession planning,including the appointment,training and monitoring of executives.NamePositionCommitteesRobert PettNon-Executive ChairmanAudit CommitteeNomination and Remuneration Committee

223、Richard LockwoodNon-Executive Director-Denis RakichExecutive DirectorAudit CommitteeNomination and Remuneration CommitteeStephen ThomasExecutive Director-Neil FearisAlternate Director to Robert Pett-30 Ausgold Limited Annual Report 2014 Communications:The Board of Directors oversees the Companys pub

224、lic communications with shareholders and others interested in the Company.Internal Controls:The Board of Directors and the audit committee of the Board of Directors oversee the Companys internal control and management information systems.In addition to its general oversight responsibilities,signific

225、ant transactions out of the ordinary course of the Companys business or which may be material to the Company are considered and approved by the Board of Directors.During the financial year ended 30 June 2014,the Board of Directors held 4 meetings and passed 3 circular resolutions pursuant to the Com

226、pany Constitution.A full copy of the Companys Board Charter is available on the Companys website or upon request.Board Performance MonitoringIn order to ensure that the Board continues to discharge its responsibilities in an appropriate manner,the performance of all Directors is reviewed by the Chai

227、rman in conjunction with fellow Directors.Due to the size of the organisation,the Company does not have a formal process for evaluation of the Board,the Board members,or Board committees during the financial year.Risk ManagementThe Board meets regularly to evaluate,control,review and implement the C

228、ompanys operations and objectives.Regular controls established by the Board include:timelymonthlyfinancialandoperationalreporting;implementationofexplorationworkprogramsandbudgetsbymanagement;andprocedurestoallowDirectorstomonitorprogressofkeyactivitiesundertakenbymanagement.The Board is responsible

229、 for reviewing and approving the Companys risk management strategy,including determining the Groups appetite for significant investment decisions.Management reports to the Board on the Companys key risks periodically.The Board is also responsible for satisfying itself that management has developed a

230、nd implemented a sound system of risk management and internal control.The Companys internal control framework and risk management process is governed by the Audit Committee.The Board regularly discusses risks associated with the Companys business and exploration activities along with the Companys ri

231、sk tolerance.As the Company evolves and grows,a series of operational risks and mitigation strategies will be considered and adopted on a fit for purpose basis.The Risk Management Policy is available on the Companys website or upon request.Remuneration StrategyThe Committees primary functions are to

232、 oversee and recommend to the Board:Company remuneration,retention,termination and incentive policies and procedures for Directors and senior executives;ThedevelopmentofBoardanddirectorevaluationprocesses;Thereviewofdesirablecompetencies,skills,knowledgeandexperienceofDirectors;Recommendtheappointme

233、nt,re-electionandremovalofDirectorsto/fromtheBoard.The Nomination and Remuneration Committee establishes guidelines for the future nomination and selection of potential new Directors.The full Board(subject to members voting rights in general meeting)is ultimately responsible for selection of new mem

234、bers and has regard to a candidates experience and competence in areas such as mining,exploration,geology,finance,administration and other areas of relevance that can assist the Company in meeting its corporate objectives and plans.Under the Companys current Constitution:themaximumnumberofDirectorso

235、ntheBoardisseven;aDirectormaynotretainofficeformorethanthreeyearswithoutsubmittingforre-election;attheAnnualGeneralMeeting(“AGM”)eachyeareffectivelyonethirdoftheDirectorsinofficeretirebyrotationandmust seek re-election by shareholders;andanyDirectorappointedbytheBoardmusthavetheirelectionconfirmedby

236、shareholdersatthenextAGM.CORPORATE GOVERNANCE Ausgold Limited Annual Report 2014 31The Company has established a Remuneration Policy which sets out the structure of the remuneration of senior executives,Executive Directors,Non-Executive Directors,termination,disclosure of remuneration etc.The Board

237、has also established a Selection,Appointment and Re-Appointment of Directors Policy which details the procedures for the selection,appointment,re-appointment and evaluation of the Companys Directors.The Committee considers both policies before making recommendations to the Board on nomination and re

238、muneration matters.Both Policies,along with the Nomination and Remuneration Committee Charter are available on the Companys website or upon request.All compensation arrangements for Directors and senior executives are determined by the Committee and approved by the Board,after taking into account th

239、e current competitive arrangements prevailing in the market.This approach is consistent with the practices of other Australian companies.The amount of remuneration for all Directors including the full remuneration packages,comprising all monetary and non-monetary components of the Executive Director

240、s and executives,are detailed in the Directors Report.Non-Executive Directors may receive annual fees within an aggregate Directors fee pool limited to an amount which is approved by shareholders.The Board Nomination and Remuneration Committee reviews and recommends,for Board approval,remuneration l

241、evels and policies for Directors within this overall Directors fee pool.The fees which are paid are also periodically reviewed.Although no formal written policy has been established,the executive is responsible for:managingthedaytodaybusinessoftheCompany;developingcorporatestrategy,performanceobject

242、ivesandbudgetsforreviewandapprovalbytheBoard;appointing staff,evaluating their performance and training requirements as well as development of Company policies;and ensuringallavailableinformationinconnectionwithitemstobediscussedatameetingoftheBoardisprovidedtoeach Director prior to the meeting.The

243、performance of senior executives is evaluated by the Nomination and Remuneration Committee,often taking into account recommendations from the Chief Executive Officer and/or Chairman.The Board can exercise its discretion in relation to approving incentives,bonuses and options and can recommend change

244、s to the Committees recommendations.All executives receive base salary and superannuation(if applicable)and in some cases,performance incentives and fringe benefits.These packages are reviewed on an annual basis.All remuneration paid to executives is valued at the cost to the Company and is measured

245、 in accordance with the applicable accounting standards.Directors,executives and employees,are from time to time invited to participate in the shareholder approved shares options.Separate shareholder approval is sought before any Director can be issued options.Shares issued are valued as the differe

246、nce between the market price of those shares and the amount paid by the Executive.Options are valued using the Black-Scholes methodology.Non-Executive Directors have long been encouraged by the Board to hold shares in the Company to align their interests more closely to those of the Companys shareho

247、lders.The Board expects that the remuneration structure that is implemented will result in the Company being able to attract and retain the best executives to manage the economic entity.It will also provide the executives with the necessary incentives to work to grow long-term shareholder value.Plea

248、se refer to the Remuneration Report which forms part of the Directors Report for information on remuneration paid to Directors and executives during the financial year.The Company does not hold schemes for retirement benefits other than statutory superannuation for Non-Executive Directors.Audit Comm

249、itteeThe Company has a duly constituted Audit Committee which comprises two Directors whose names,qualifications and attendances are included in the Directors Report.The responsibilities of the Audit Committee are laid out in its charter,and amongst other things,includes the responsibility to ensure

250、 that an effective internal control framework exists within the entity,and to review half yearly and annual financial statements for submission to the Board for approval.The Committee receives regular reports from management and external auditors on accounting and internal control matters.This inclu

251、des the safeguarding of assets,the maintenance of proper accounting records and the reliability of financial information as well as non-financial considerations.The Audit Committee will also recommend the appointment,and will review the fees,of external auditors.A copy of the Audit Committee Charter

252、 is available on the Companys website or upon request.CORPORATE GOVERNANCE32 Ausgold Limited Annual Report 2014CORPORATE GOVERNANCEExternal auditorsThe auditors of the Company,BDO Audit(WA)Pty Ltd(“BDO”),have open access to the Board of Directors at all times.BDO have audited the Company and its sub

253、sidiary for a number of years and have a policy of rotating audit partners every five years.BDO do attend the Companys Annual General Meeting and it is consistent with their current business practice,and is in accordance with s250RA of the Corporations Act 2001.Securities Trading PolicyThe Company h

254、as adopted a formal Securities Trading Policy restricting Directors,senior executives and employees from acting on material information until it has been released to the market in accordance with the requirements of continuous disclosure.Directors and executives are restricted in a number of ways to

255、 deal in the Companys securities.The policy stipulates that Directors and certain employees and persons connected with them do not abuse and do not place themselves under suspicion of abusing price-sensitive information that they have or are thought to have,especially in periods leading up to announ

256、cement of results(close periods).The Companys Securities Trading Policy is available on the Companys website or upon request.Code of ConductThe Board supports the highest standards of corporate governance and requires its members and the management and staff of the Company to act with integrity and

257、objectivity in relation to:CompliancewithlawsandregulationsaffectingtheCompanysoperations;AustralianSecuritiesExchangeListingRules;Employmentpractices;Responsibilitiestothecommunityandtheenvironment;Conflictofinterests;Confidentiality;CorporateopportunitiesarisingforpersonalgainortocompetewiththeCom

258、pany;ProtectionofandproperuseoftheCompanysassets;andActivepromotionofethicalbehaviour.The Company has a formal Code of Conduct,which all Directors,employees and contractors are required to observe.A copy of the Code of Conduct is available on the Companys website or upon request.Shareholder Communic

259、ationThe Board of Directors aims to ensure that shareholders are provided with important information in a timely manner through written and electronic communications.It is for this reason that the Company has established a Shareholder Communications Policy.The Board of Directors aims to ensure that

260、the shareholders,on behalf of whom they act,are informed of all information necessary to assess the performance of the Company.Information is communicated to the shareholders through:theAnnualReport;theavailabilityoftheCompanysQuarterlyReport,Half-YearlyReportandotherannouncementsdistributedtoshareh

261、olders so requesting;adherencetocontinuousdisclosurerequirements;the Annual General Meeting and other meetings called to obtain shareholder approval for Board action as appropriate;and theprovisionoftheCompanyswebsitecontainingalloftheabovementionedreportsanditsconstantupdateand maintenance.A copy o

262、f the Shareholder Communications Policy is available on the Companys website or by request.Ausgold Limited Annual Report 2014 33CORPORATE GOVERNANCEContinuous DisclosureThe Board recognises the importance of keeping the market fully informed of the Companys activities and of communicating openly and

263、 clearly with all stakeholders.The Company established a formal Continuous Disclosure Policy designed to ensure compliance with the listing rules of the Australian Securities Exchange.In accordance with the Continuous Disclosure Policy,Company information considered to be material is announced immed

264、iately to the ASX.All key communications are placed immediately on the Company website,and when necessary,provided directly to shareholders.A copy of this Policy is available on the Companys website or by request.Employment and Gender DiversityAusgold recognises that a diverse and talented workforce

265、 is a key competitive advantage.A workplace climate that promotes diversity is a key to business success,including diversity in gender,race and cultural background.A copy of Ausgolds Diversity Policy is available on the Companys website or by request.During the financial period,the percentage of fem

266、ale attrition remained steady and female employees comprised 50%of the total permanent workforce across various levels of the organisation.A focus in the forthcoming year will continue to be on identifying female talent to fill senior roles.Principles of Good Governance and Best Practice Recommendat

267、ions:PrincipleAction takenEstablish and disclose the respective roles and responsibilities of board and management.Principle 1:Lay solid foundation for management and oversight1.1.Companies should establish the functions reserved to the board and those delegated to senior executives and disclose tho

268、se functions.1.2.Companies should disclose the process for evaluating the performance of senior executives.1.3.Companies should provide the information indicated in the Guide to reporting on Principle 1.Adopted by the Board.Have a board of an effective composition,size and commitment to adequately d

269、ischarge its responsibilities and duties.Principle 2:Structure the Board to add value2.1.A majority of the board should be independent directors.2.2.The chair should be an independent director.2.3.The roles of chair and chief executive officer should not be exercised by the same individual.2.4.The b

270、oard should establish a nomination committee.2.5.Companies should disclose the process for evaluating the performance of the board,its committees and individual directors.2.6.Companies should provide the information indicated in the Guide to reporting on Principle 2.Adopted by the Board except as fo

271、llows:TheBoardconsidersthatthecurrent structure of the Board is appropriate given the size of the entity at this point in time.34 Ausgold Limited Annual Report 2014CORPORATE GOVERNANCEPrincipleAction takenActively promote ethical and responsible decision-making.Principle 3:Promote ethical and respon

272、sible decision-making3.1.Companies should establish a code of conduct and disclose the code or a summary of the code as to:thepracticesnecessarytomaintainconfidenceinthecompanys integrity;thepracticesnecessarytotakeintoaccounttheirlegalobligations and the reasonable expectations of their stakeholder

273、s;theresponsibilityandaccountabilityofindividualsforreportingand investigating reports of unethical practices.3.2.Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy.The policy should include requirements for the board to establish measurable

274、objectives for achieving gender diversity for the board to assess annually both the objectives and progress in achieving them.3.3.Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and prog

275、ress towards achieving them.3.4.Companies should disclose in each annual report the proportion of women employees in the whole organisation,women in senior executive positions and women on the board.3.5.Companies should provide the information indicated in the Guide to reporting on Principle 3.Adopt

276、ed by the Board except as follows:TheBoardconsidersthatthecurrent structure and gender diversity is appropriate given the size of the entity at this point in time.Have a structure in place to independently verify and safeguard the integrity of the Companys financial reporting.Principle 4:Safeguard i

277、ntegrity in financial reporting4.1 The board should establish an audit committee.4.2 The audit committee should be structured so that it:consistsonlyofnon-executivedirectors consistsofamajorityofindependentdirectors ischairedbyanindependentchair,whoisnotchairoftheboard hasatleastthreemembers.4.3 The

278、 audit committee should have a formal charter.4.4 Companies should provide the information indicated in the Guide to reporting on Principle 4.Adopted by the Board except as follows:TheBoardconsidersthatthecurrent structure is appropriate given the size of the entity and the skills and experience tha

279、t the current audit committee members bring to these meetings.Ausgold Limited Annual Report 2014 35CORPORATE GOVERNANCEPrincipleAction takenPromote timely and balanced disclosure of all material matters concerning the Company.Principle 5:Make timely and balanced disclosure5.1 Companies should establ

280、ish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.5.2 Companies should provide the information indicated in the Guide

281、 to reporting on Principle 5.Adopted by the BoardRespect the rights of shareholders and facilitate the effective exercise of those rights.Principle 6:Respect the rights of shareholders6.1 Companies should design a communications policy for promoting effective communication with shareholders and enco

282、uraging their participation at general meetings and disclose their policy or a summary of that policy.6.2 Companies should provide the information indicated in the Guide to reporting on Principle 6.Adopted by the BoardEstablish a sound system of risk oversight and management and internal control.Pri

283、nciple 7:Recognise and manage risk7.1 Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.7.2 The board should require management to design and implement the risk management and internal control system to manage the

284、 companys material business risks and report to it on whether those risks are being managed effectively.The board should disclose that management has reported to it as to the effectiveness of the companys management of its material business risks.7.3 The board should disclose whether it has received

285、 assurance from the chief executive officer(or equivalent)and the chief financial officer(or equivalent)that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectiv

286、ely in all material respects in relation to financial reporting risks.7.4 Companies should provide the information indicated in the Guide to reporting on Principle 7.Adopted by the Board36 Ausgold Limited Annual Report 2014CORPORATE GOVERNANCEPrincipleAction takenEnsure that the level and compositio

287、n of remuneration is sufficient and reasonable and that its relationship to performance is clear.Principle 8:Remunerate fairly and responsibly8.1 The board should establish a remuneration committee.8.2 The remuneration committee should be structured so that it:consistsofamajorityofindependentdirecto

288、rsischairedbyanindependentchairhasatleastthreemembers.8.3 Companies should clearly distinguish the structure of non-executive directors remuneration from that of executive directors and senior executives.8.4 Companies should provide the information indicated in the Guide to reporting on Principle 8.

289、Adopted by the Board except as follows:Theboardconsidersthatthecurrent structure is appropriate given the size of the company and the skills and experience that the remuneration and nomination committee members possess.Ausgold Limited Annual Report 2014 3738 Station StreetSubiaco,WA 6008PO Box 700 W

290、est Perth WA 6872AustraliaTel:+61 8 6382 4600Fax:+61 8 6382 .auDECLARATION OF INDEPENDENCE BY CHRIS BURTON TO THE DIRECTORS OF AUSGOLD LIMITEDAs lead auditor of Ausgold Limited for the year ended 30 June 2014,I declare that,to the best of myknowledge and belief,there have been:1.No contraventions of

291、 the auditor independence requirements of the Corporations Act 2001 inrelation to the audit;and2.No contraventions of any applicable code of professional conduct in relation to the audit.This declaration is in respect of Ausgold Limited and the entity it controlled during the period.Chris BurtonDire

292、ctorBDO Audit(WA)Pty LtdPerth,30 September 2014BDO Audit(WA)Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN77 050 110 275,an Australian company limited by guarantee.BDO Audit(WA)Pty Ltd and BDO Australia Ltd are

293、members of BDO International Ltd,a UKcompany limited by guarantee,and form part of the international BDO network of independent member firms.Liability limited by a scheme approved underProfessional Standards Legislation(other than for the acts or omissions of financial services licensees)in each Sta

294、te or Territory other than Tasmania.38 Ausgold Limited Annual Report 2014CONSOlIDATED STATEmENT OF PROFIT OR lOSS AND OThER COmPREhENSIVE INCOmEFOR ThE FINANCIAl YEAR ENDED 30 JUNE 2014NoteJune 2014$June 2013$Revenue from continuing operations17,15062,979Impairment exploration expenses15(1,369,709)(

295、4,662,861)Net loss on financial assets(784,412)(1,513,246)Corporate and administration expenses(372,852)(1,033,967)Share based payments expenses(411,808)(341,965)Occupancy expenses(244,989)(257,856)Depreciation expenses(223,148)(269,072)Other expenses(61,932)(105,385)Accounting expenses(45,538)(34,2

296、87)Finance costs(9,411)(22,428)Legal fees(8,581)(21,951)Consulting fees(3,990)(47,176)Directors fees63,600(111,650)Gain on Extinguishment of Debt-68,182Loss before income tax(3,455,620)(8,290,683)Income tax benefit/(expense)9-Loss for the year(3,455,620)(8,290,683)Loss is attributable to:Owners of t

297、he Company(3,455,620)(8,290,683)Other Comprehensive Income/(Loss)Other Comprehensive Income/(Loss)-Total comprehensive loss for the year(net of tax)(3,455,620)(8,290,683)Loss per shareFrom continuing operations:Basic loss per share(cents per share)21(1.90)(5.55)Diluted loss per share(cents per share

298、)21N/AN/AThe Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.Ausgold Limited Annual Report 2014 39CONSOlIDATED STATEmENT OF FINANCIAl POSITION AS AT 30 JUNE 2014NoteJune 2014$June 2013$ASSETSCurrent AssetsCash and cash

299、 equivalents10970,073666,842Trade and other receivables1148,80254,839Security deposits1373,710-Prepayment for exploration assets1578,37612,156Financial assets12-1,316,741Total Current Assets1,170,9612,050,578Non-Current AssetsSecurity deposits13-309,240Property,plant and equipment1477,097306,246Expl

300、oration and evaluation expenditure1534,982,74735,540,010Total Non-current Assets35,059,84436,155,496TOTAL ASSETS36,230,80538,206,074LIABILITIESCurrent LiabilitiesTrade and other payables16100,172182,270Provisions1720,62123,067Total Current Liabilities120,793205,337Non-Current LiabilitiesProvisions17

301、14,367-Total Non-Current Liabilities14,367-TOTAL LIABILITIES135,160205,337NET ASSETS36,095,64538,000,737EQUITYContributed equity1850,719,86949,581,149Reserves193,809,8803,398,072Accumulated losses20(18,434,104)(14,978,484)TOTAL EQUITY36,095,64538,000,737The Consolidated Statement of Financial Positi

302、on should be read in conjunction with the accompanying notes40 Ausgold Limited Annual Report 2014CONSOlIDATED STATEmENT OF ChANGES IN EQUITY FOR ThE FINANCIAl YEAR ENDED 30 JUNE 2014Contributed Equity$Accumulated Losses$Reserves$Total Equity$Balance as at 1 July 201349,581,149(14,978,484)3,398,07238

303、,000,737Total comprehensive loss for the year-(3,455,620)-(3,455,620)Transactions with owners,recorded directly in equity:Shares issued during the year1,154,603-1,154,603Shares to be issued-Options to be issued-Share issue costs(15,883)-(15,883)Shares issued during the year on exercise of options-Sh

304、are based payments-411,808411,808Balance as at 30 June 201450,719,869(18,434,104)3,809,88036,095,645The Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes Ausgold Limited Annual Report 2014 41CONSOlIDATED STATEmENT OF ChANGES IN EQUITY FOR ThE FINAN

305、CIAl YEAR ENDED 30 JUNE 2013Contributed Equity$Accumulated Losses$Reserves$Total Equity$Balance as at 1 July 201242,488,508(6,687,801)3,056,10738,856,814Total comprehensive loss for the year-(8,290,683)-(8,290,683)Transactions with owners,recorded directly in equity:Shares issued during the year6,95

306、7,855-6,957,855Shares to be issued-Options to be issued-Share issue costs(156,373)-(156,373)Shares issued during the year on exercise of options291,159-291,159Share based payments-341,965341,965Balance as at 30 June 201349,581,149(14,978,484)3,398,07238,000,737 The Consolidated Statement of Changes

307、in Equity should be read in conjunction with the accompanying notes42 Ausgold Limited Annual Report 2014CONSOlIDATED STATEmENT OF CASh FlOWSFOR ThE FINANCIAl YEAR ENDED 30 JUNE 2014NoteJune 2014$June 2013$Cash flows from operating activitiesInterest received17,15062,979Payments to suppliers and empl

308、oyees(737,294)(1,666,521)Payments for exploration expenditure-Net cash flows used in operating activities22(720,144)(1,603,542)Cash flows from investing activitiesPayments for plant and equipment-(47,942)Payments for exploration expenditure(816,983)(4,108,169)R&D tax credits received(net)-1,246,823P

309、roceeds from the sale of held-for-trading financial assets532,328-Prepayment for exploration expenditure(66,220)-Security deposit(paid)/received235,530142,500Net cash flows used in investing activities(115,345)(2,766,788)Cash flows from financing activities(Repayment)of/Proceeds from borrowings-(83,

310、143)Proceeds from the issue of share capital(net)1,138,7203,899,018Net cash flows generated by financing activities1,138,7203,815,875Net increase/(decrease)in cash and cash equivalents303,231(554,455)Cash and cash equivalents at the beginning of the year666,8421,221,297Cash and cash equivalents at t

311、he end of the year10970,073666,842The Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.Ausgold Limited Annual Report 2014 43NOTES TO ThE CONSOlIDATED FINANCIAl STATEmENTS FOR ThE FINANCIAl YEAR ENDED 30 JUNE 20141.REPORTING ENTITYAusgold Limited(“Ausgold

312、”or“Parent entity”or“Company”)and its controlled entity(collectively known as“the Group”or“consolidated entity”)are domiciled in Australia.The annual financial report of the Group for the financial year ended 30 June 2014 was authorised for issue in accordance with a resolution of the directors on 3

313、0 September 2014.The consolidated entitys principal activities during the course of the financial year were the mineral exploration for gold and other precious metals.2.STATEMENT OF COMPLIANCE The consolidated annual financial report is a general purpose financial report which has been prepared in a

314、ccordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001.The consolidated financial statements of the consolidated entity have also been prepared using policies based on International Financial Reporting Stan

315、dards(IFRS and IFRIC interpretations)issued by the International Accounting Standards Board(IASB).3.BASIS OF PREPARATIONThe results of the Group are expressed in Australian dollars($),which are the functional and presentation currency for the consolidated financial report.The financial report is pre

316、sented on the historical cost basis except for share based payments measured at fair value.The preparation of a financial report in conformance with Australian Accounting Standards requires management to make judgments,estimates and assumptions that affect the application of policies and reported am

317、ounts of assets and liabilities,income and expenses.These estimates and associated assumptions are based on historical experience and various factors that are believed to be reasonable under the circumstances.The results of which forms the basis of making the judgments about carrying values of asset

318、s and liabilities that are not readily apparent from other sources.Actual results may differ from these estimates.The estimates and underlying assumptions are reviewed on an ongoing basis.Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision

319、affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.In the financial year ended 30 June 2014,all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective

320、for annual reporting periods beginning on or after 1 July 2013 have been reviewed.It has been determined that there is no impact,material or otherwise,of the new and revised Standards and Interpretations on the operations of the Group and consolidated entity and,therefore,no change is necessary to t

321、he accounting policies.The Group has also determined that there is no effect on the financial position or performance of the Group following the implementation of the other standards that came into effect on 1 July 2013 which included AASB 10 Consolidated Financial Statements,AASB 119 Revised Employ

322、ee Benefits and AASB 13 Fair Value Measurements.The Group has not elected to apply any pronouncements before their operative date in the annual reporting period beginning 1 July 2013.44 Ausgold Limited Annual Report 2014NOTES TO ThE CONSOlIDATED FINANCIAl STATEmENTS FOR ThE FINANCIAl YEAR ENDED 30 J

323、UNE 20144.GOING CONCERNThe Group recorded a consolidated loss of$3,455,620 for the financial year ended 30 June 2014(2013:$8,290,683).At 30 June 2014,the Group has$970,073 in cash and cash equivalents(2013:$666,842).The accounts have been prepared on a going concern basis.During the year,Ausgold rai

324、sed further working capital to continue the Groups exploration and development of its mining tenements.In addition to those capital raising amounts,the Directors have determined that the ability of the consolidated entity to continue as a going concern and for the consolidated entity to be able to r

325、ealise its assets and discharge its liabilities in the normal course of business,they will be dependent upon the future successful raising of necessary funding through equity or successful exploration of the consolidated entitys tenements.The Directors have prepared a cash flow forecast for the next

326、 12 month period reflecting the need for further funding as mentioned above.While the directors are reasonably confident this will occur,the timing and extent of any additional funding is always uncertain.In the event that sufficient funding at an amount and timing necessary to meet the future budge

327、ted operational and investing activities of the Group is unfavourable,the Directors would undertake steps to contain the operating and investment activities.This may include a review of assets held to rationalise the number of tenements on hand which would substantially reduce commitments to ensure

328、that the Group can meet its obligations as and when they become due and payable.In the event that the above results in a negative outcome,then the going concern basis of accounting may not be appropriate with the result that the Group may have to realise its assets and extinguish its liabilities oth

329、er than in the normal course of business and at an amount different from that stated in the financial statements.The financial statements do not include any adjustment relating to the recoverability or classification of the recorded amounts or classification of liabilities that might be necessary sh

330、ould the Group not be able to continue as a going concern.5.SIGNIFICANT ACCOUNTING JUDGEMENTS,ESTIMATES AND ASSUMPTIONSThe preparation of the Groups consolidated financial statements requires management to make judgements,estimates and assumptions that affect the reported amounts of assets and liabi

331、lities at the date of the consolidated financial statements,and the reported amounts of revenues and expenses during the reporting period.Estimates and assumptions are continuously evaluated and are based on managements experience and other factors,including expectations of future events,which are b

332、elieved to be reasonable under the circumstances.However,actual outcomes would differ from these estimates if different assumptions were used and different conditions existed.The Group has identified the following areas where significant judgements,estimates and assumptions are required,and where ac

333、tual results were to differ,may materially affect the financial position or financial results reported in future periods.(A)Share Based Payment TransactionsThe Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted.The fair value is determined using Black-Scholes option pricing model and t