Microsoft Word - Globe Annual Financial Report.30 June 15. Final

Globe Metals & Mining

Limited

(ABN 33 114 400 609)

And Controlled Entities

Annual Financial Report

For the year ended 30 June 2015

CONTENTS

CORPORATE DIRECTORY 1

DIRECTORS REPORT 2

REMUNERATION REPORT ‐ AUDITED 7

AUDITOR'S INDEPENDENCE DECLARATION 14

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 15

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 16

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 17

CONSOLIDATED STATEMENT OF CASH FLOWS 18

NOTES TO THE FINANCIAL STATEMENTS 19

CORPORATE GOVERNANCE STATEMENT 45

DIRECTORS' DECLARATION 50

INDEPENDENT AUDITOR'S REPORT 51

CORPORATE DIRECTORY

Directors

Ms Alice Wong, Non‐Executive Chairperson

Mr Alistair Stephens, Managing Director and CEO Mr William Hayden, Non‐Executive Director Mr Alex Ko, Non‐Executive Director

Mr Bo Tan, Non‐Executive Director

Company Secretary

Mr Michael Fry

Principal & Registered Office

Level 1, Suite 1 35 Havelock St

West Perth WA 6005 Telephone: (08) 9327 0700 Facsimile: (08) 9327 0798 ABN: 33 114 400 609

Auditors PwC ‐ Australia

Brookfield Place

125 St Georges Terrace Perth

WA 6000

PwC ‐ Malawi

3rd Floor, ADL House Capital City Lilongwe 3

Malawi

Share Registrar

Security Transfers Registrars Pty Ltd 770 Canning Highway

Applecross WA 6153 Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233

Securities Exchange Listing

Australian Securities Exchange

(Home Exchange: Perth, Western Australia) Code: GBE

Bankers

Westpac

109 St Georges Terrace Perth WA 6000

The directors of Globe Metals & Mining Limited ('Globe' or 'the Company') hereby submit their report of the Company and its controlled entities ('the Group') for the financial year ended 30 June 2015.

DIRECTORS

The names and particulars of the Directors of the Company during or since the end of the financial year are: Alice Wong Non‐Executive Chairperson

Alistair Stephens Managing Director and Chief Executive Officer

William Hayden Non‐Executive Director

Bo Tan Non‐Executive Director

Alex Ko Non‐Executive Director

Shasha Lu Executive Director (resigned on 18 November 2014)

Jingbin Tian Non‐Executive Director (retired on 28 November 2014) Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

COMPANY SECRETARY

Michael Fry was appointed Company Secretary of Globe on 1 February 2015. Michael holds a Bachelor of Commerce degree from the University of Western Australia and has worked in accounting and advisory roles for over 20 years. Michael is currently a non‐ executive director of VDM Group Ltd and an executive director of Cougar Metals NL.

Ms Kerry Angel ceased as Company Secretary on 31 January 2015.

PRINCIPAL ACTIVITIES

The principal activities of the Group during the financial year were to explore, develop and invest in the resource sector. The Group's major project is the Kanyika Niobium Project in Malawi. The Group has other exploration projects that are at various stages of progress in Malawi but has suspended exploration on its project in Mozambique pending further assessment.

There were no significant changes in the nature of the Group's principal activities during the current year.

RESULTS

The consolidated loss of the Group after providing for income tax amounted to $3,279,524 (2014: $4,625,668). No amounts have been paid or declared by way of dividend during or since the end of the financial year.

REVIEW OF OPERATIONS

During the year ended 30 June 2015, the Group's operational focus was on the advancement of its Kanyika Niobium Project and its Chiziro Graphite Project, both located in the central part of Malawi, north of the capital city of Lilongwe.

Kanyika Niobium Project

The Kanyika Niobium Project is host to a 2004 JORC compliant Mineral Resource Estimate of 68.3Mt @ 2,830ppm Nb2O5 (niobium pentoxide) and 135ppm Ta5O5 (tantalum pentoxide) using a 1,500 ppm Nb2O5 cut‐off (refer ASX announcement of 7 January 2013). Niobium (Nb) and tantalum (Ta) are key additives in steel manufacture, electronics and ceramics.

During the year, the Group continued with the Kanyika Feasibility Optimisation Programme to progress the overall Kanyika Definitive Feasibility Study. This programme focused on operation of the concentrator demonstration plant at the Guangzhou Research Institute of Non‐Ferrous Metallurgy. The results from plant operation were in‐line with earlier bench‐scale testing work. The demonstration plant allowed substantial de‐risking of the concentrator process and also production of sufficient concentrate samples for downstream testing, market evaluation and securing product off‐take agreements. Also during the year the Group also carried out a small soil program within the Kanyika exploration licence area. 198 soil samples were taken but assays failed to detect any significant Nb or Ta anomalism.

The Kanyika Exclusive Prospecting Licence (EPL0188) was due for expiry at the end of December 2014. In early December 2014, Globe applied for a Mining Licence to cover the Kanyika Nb‐Ta resource and all areas covering proposed mine infrastructure and prospective exploration areas. Globe received notification in June 2015 from Malawi Ministry of Natural Resources, Energy & Mining that its application for a Mining Lease has been approved subject to completion of a Development Agreement.

The Development Agreement negotiations are continuing in good faith with the Government of Malawi.

Lastly, the Malawi Ministry of Natural Resources, Energy & Mining approved a new Exclusive Prospecting Licence over an area adjacent to Mining Lease area, which is considered prospective for Nb‐Ta and rare earth elements.

Chiziro Graphite Project

During the year ended 30 June 2015, Globe conducted a significant trenching program at the Chimutu Prospect, which had been outlined from previous mapping and rock chip sampling. A total of 17 trenches were completed for a total of 6,266 metres. The trenching was successful, with significant graphite mineralisation being defined over a six kilometre strike length and widths in excess of 250 metres within two mineralised trends.

During the year Globe also undertook preliminary mineralogical analysis which identified premium quality large‐flake graphite and conducted preliminary metallurgical test‐work which indicated a high grade graphite concentrate product.

In addition, Globe identified further prospects within the project area for future targeting through geological mapping and rock‐chip sampling. Preliminary results from some of the 123 rock chip samples collected at two of these prospects were encouraging, and suggestive of the existence of a third mineralised trend.

The Group also has two other projects in Malawi which were the subject of limited exploration activity as follows:

Machinga Rare Earth Project

Exploration on this Project is at an early stage. Soil sampling programmes in 2013 and 2014 field seasons outlined a substantial rare earth element and a Nb‐Ta anomalism.

During the year ended 30 June 2015, a soil sampling program was carried out as a follow up to previous sampling programmes. A total of 59 samples were collected from the Machinga Main South Zone and the assay results of these further supported and delineated the anomalies.

Also during the year, the Malawi Ministry of Natural Resources, Energy & Mining approved a two year extension of the Machinga exploration licence to August 2016.

Salimbidwe Rare Earth Project

Exploration on this Project is also at an early stage.

During the year ended 30 June 2015, work was limited to a desk top review of available data and planning of future work programs.

Mineral Tenement Schedule

Project	Location	Status	Tenement	Globe's interest
Kanyika Niobium (i)	Malawi	Granted	under mining lease application	100%
Kanyika Exploration	Malawi	Granted	EPL0421/15	100%
Chiziro	Malawi	Granted	EPL0299/10R	100%
Machinga	Malawi	Granted	EPL0230/07R	100%
Salambidwe	Malawi	Granted	EPL0289/10R	100%
Memba	Mozambique	Granted	4832L, 4831L	100%

(i) a Mining Lease application lodged with Malawi Ministry of Natural Resources, Energy & Mining on 5 December 2014 covering in part the area previously covered by EPL1088/05 has been approved subject to the completion of a Development Agreement.

Note:	EPL:	Exclusive Prospecting Licence (Malawi)
L:	Exclusive Prospecting Licence (Mozambique)

Competent Person Statements

Information in this report relating to the Mineral Resource Estimate is based on information compiled by Mr Michael Job, Fellow of the Australasian Institute of Mining and Metallurgy, and a consultant employed by Quantitative Group at the time the Mineral Resource Estimate was completed. Mr Job had sufficient experience related to the activity undertaken 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 and consented to the inclusion in reports of matters compiled by him in the form and context which they appear. The Mineral Resource Estimate was first reported to the ASX on 7 January 2013 and has not been updated since. The Mineral Resource Estimate has not been updated to comply with JORC Code 2012 on the basis that the information the Mineral Resource Estimate was derived from has not materially changed since it was last reported.

Information in this report relating to metallurgical evaluation is based on information compiled by Dr Marc Steffens. Dr Steffens is a Member of the Australasian Institute of Mining and Metallurgy (MAusIMM) and is a full‐time employee of Globe Metals and Mining. Dr Steffens consents to the inclusion in the report of matters based on his information in the form and context in which it appears

The information in this report relating to Exploration Targets, Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Fergus Jockel, a competent person who is a Member of The Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists. Fergus Jockel is a full‐time employee of the Company and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Jockel consents to the inclusion in the report of matters based on his information in the form and context in which it appears.

ENVIRONMENTAL LEGISLATION AND COMPLIANCE

The Group's operations are subject to environmental regulation in Malawi and Mozambique in relation to the exploration and future mining and development activities. Exploration Licenses and other tenements are issued subject to ongoing compliance with all relevant legislation. The Group has complied with all relevant legislation during the year.

SHARES UNDER OPTION

At the date of this report 4,000,000 unissued ordinary shares of the Company under option are as follows:

Grant Date 1‐Jul‐13	Expiry Date 31‐Dec‐17	Exercise Price 10 cents	Number of Options 1,000,000
1‐Jul‐13	31‐Dec‐18	15 cents	1,000,000
1‐Jul‐13	31‐Dec‐19	20 cents	1,000,000
1‐Jul‐13	31‐Dec‐20	25 cents	1,000,000

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

Other than as disclosed in this report and the accompanying financial report, there were no other significant changes in the Group's state of affairs during the course of the financial year.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

The Group proposes to continue its exploration program and investment activities across its various mineral industry interests. Further information in relation to likely developments and the impact on the operations of the Group has not been included in this report, as the directors believe it would result in unreasonable prejudice to the Group.

AFTER BALANCE DATE EVENTS

No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

INFORMATION ON DIRECTORS

Alice Wong Non‐Executive Chairperson

Special Responsibilities Member of Nomination and Remuneration Committee Qualifications B.Bus in Accounting and Finance

Ms Alice Wong commenced her career with Pricewaterhouse as an auditor for leading international companies. Ms Wong subsequently worked in the investment banking industry in Hong Kong where her career spanned across BNP Paribas Peregrine, ABN AMRO Rothschild, and Morgan Stanley. In her investment banking career Ms Wong engaged in equity capital markets including IPOs, share placements, rights issues, and bond issues for a vast range of clients.

Ms Wong holds a Bachelor of Business Administration in Accounting and Finance from the University of Hong Kong and is a member of the American Institute of Certified Public Accountants (AICPA).

Interest in Shares and Options 245,983,611(1) Directorships of other

ASX Listed Companies Nil

(1)Ms Wong is the sole shareholder and Director of Apollo Metals Investment Co. Ltd which holds 245,983,611 shares in the Company

Alistair Stephens Managing Director and Chief Executive Officer

Qualifications Masters of Business Administration Bachelor of Science (Honours)

Graduate of the Australian Institute of Company Directors (GAICD)

Experience Mr Stephens is a qualified geologist with more than 30 years' experience in the resources industry, in a broad range of technical and corporate management, including corporate governance, strategic development and delivery, technical program development, marketing, shareholder communications and capital funding.

Mr Stephens held the position of Managing Director and Chief Executive Officer of Arafura Resources Limited (ASX: ARU) between 2004 and 2009.

Mr. Stephens commenced his career in gold and copper exploration and development with Newmont but orientated most of his career in mining, planning and processing operations in gold with Normandy Poseidon and KCGM Pty Ltd and nickel with WMC Resources. He also has marketing and commercial experience with Orica Ltd in explosives.

Interest in Shares and Options 1,000,000 10 cent options exercisable on or before 30 June 2017

1,000,000 15 cent options exercisable on or before 30 June 2018 1,000,000 20 cent options exercisable on or before 30 June 2019 1,000,000 25 cent options exercisable on or before 30 June 2020

Directorships of other

ASX Listed Companies Nil

William Hayden Non‐Executive Director

Special Responsibilities Member of the Nomination and Remuneration Committee

Member of the Audit and Risk Committee

Qualifications B Sc (Hons)

Experience Mr Hayden is a geologist with over 36 years' experience in the mineral exploration industry, much of which has been in Africa and the Asia‐Pacific region. Mr Hayden was the founder and President of Ivanhoe Nickel and Platinum Ltd. (formerly African Minerals Ltd.), a Canadian company which has assembled extensive mineral holdings in Africa. Since 1986 Mr Hayden has worked in a management capacity with several exploration and mining companies both in Australia and overseas. Mr Hayden was President of Ivanhoe Philippines, Inc. (an Ivanhoe Mines wholly owned subsidiary), former President of GoviEx Uranium Inc., a director of China Polymetallic Mining Ltd (HKSE listed), Sky Alliance Resources Inc., Ivanplats Ltd, Sunward Resources Ltd (TSX listed) and Condoto Platinum NL. (ASX listed).Interest in Shares and Options 76,923 Fully Paid Ordinary Shares

Directorships of other

ASX Listed Companies Condoto Platinum NL

Bo Tan Non‐Executive Director

Special Responsibilities Chairperson of Audit and Risk Committee

Qualification BEcon ‐ Renmin China, MBA ‐ Thunderbird USA, M.A University of Connecticut

Experience Mr Bo Tan, a Canadian national, has over 15 years' experience as a senior manager and director in financial planning, reporting, investment, capital structure and industrial research.

Mr Tan has worked for companies such as Bohai Industrial Investment Fund, Lehman Brothers Asia and Macquarie Securities Asia, and across international markets in China, Hong Kong, Canada and USA.

Interest in Shares and Options Nil Directorships of other

ASX Listed Companies Nil

Alex Ko Non‐Executive Director

Special Responsibilities Chairperson of the Nomination and Remuneration Committee

Member of the Audit and Risk Committee

Qualifications Bachelor Business Administration

Experience Mr Ko has over 30 years' experience in finance and investment banking. He has been a pioneer in the listing of Chinese equity offers through the Hong Kong exchange including many high profile government and private Chinese companies. He has held many independent non‐executive director roles with Hong Kong listed companies in the transportation, electronics and environmental protection industries. He has strengths in finance and corporate governance.

Mr Ko is currently a Director and CEO of CMBC International Holdings Limited, a non‐ executive director of Petro‐king Oilfield Services Limited, and a trustee of a not for profit schooling academy in the USA.

Interest in Shares and Options Nil Directorships of other

ASX Listed Companies Nil

REMUNERATION REPORT ‐ AUDITED

This remuneration report for the year ended 30 June 2015 outlines the remuneration arrangements of the Group in accordance with the requirements of Corporations Act 2001 (the Act) and its regulations. This information has been audited as required by Section 308(3C) of the Act.

The remuneration report details the remuneration arrangements for Key Management Personnel (KMP) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the parent.

For the purposes of this report, the term 'executive' includes the Managing Director (MD), executive directors (where applicable) and senior executives of the Group.

1. Remuneration Governance

   The Board of Directors has established a Committee for the purpose of reviewing and making recommendations with respect to the remuneration practices of the Company.

   
   

   The Committee comprises Mr Alex Ko (Chairperson), Mr Bill Hayden and Ms Alice Wong; all of whom are non‐executive directors.

   
   

   The Board of Directors has prepared and approved a charter as the basis on which the Committee will be constituted and operated. The role of the Committee is to provide a mechanism for the determination, implementation and assessment of the remuneration practices of the Company, including remuneration packages and incentive schemes for executive Directors and senior management, and fees payable to Non‐Executive Directors.

   
   

   The Committee is primarily responsible for making recommendations to the Board on:

   • the overarching executive remuneration framework;

   • the operation of incentive plans (if any) which apply to the executive team, including key performance indicators and performance hurdles;

   • the remuneration levels of executive directors and other KMP; and

   • the fees payable to non‐executive directors.

   
   

   The Committee's objective is to ensure that remuneration policies and structures are fair and competitive, and aligned with the long term interests of the Group.

   
   

   From time to time, the Committee may seek external remuneration advice. Where this is the case, remuneration consultants are engaged by, and report directly to, the Committee. In selecting remuneration consultants, the Committee considers potential conflicts of interest and requires independence from the Group's KMP as part of the terms of engagement.

   
   

   The Corporate Governance Statement provides further information on the role of the Remuneration Committee.

   
   

2. Remuneration Policy

   The remuneration policy of Globe Metals & Mining Limited and its Controlled Entities has been designed to align Director and executive objectives with shareholder and business objectives by providing a fixed remuneration component which is assessed on an annual basis in line with market rates and offering specific incentives, from time to time, that are based on share price and key performance areas affecting the Group's financial results.

   
   

   The Board of Directors of Globe believes the remuneration policy is appropriate and effective in its ability to attract, retain and motivate suitably qualified and experienced Directors and executives to run and manage the Group, as well as create goal congruence between the Directors, executives and the Company's shareholders.

   
   

3. Remuneration Arrangements

   All executives receive a base salary (which is based on factors such as length of service and experience) and superannuation (in accordance with relevant legislation). Executive remuneration may also incorporate a component of performance based remuneration.

   
   

   The Board reviews executive packages annually by reference to the economic entity's performance, executive performance and comparable information from industry sectors and other listed companies in similar industries.

   
   

   REMUNERATION REPORT - AUDITED (CONTINUED)

   
   

4. Remuneration Arrangements (continued)

   Non‐executive directors are remunerated at market rates for comparable companies for time, commitment and responsibilities. The Board determines payments to non‐executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non‐executive directors is subject to approval by shareholders at the Annual General Meeting (currently $600,000).

   
   

   The Board of Directors may exercise discretion in relation to approving incentives, bonuses and options.

   
   

   All remuneration paid to Directors and executives is valued at the cost to the Company and expensed. Options are independently valued by corporate advisers using the Black‐Scholes method and Monte Carlo Model. Shares are valued at Market Value.

   
   

5. Performance Based Remuneration

   The Company believes that linking the remuneration of Directors and executives with performance will be effective in increasing shareholder wealth.

   
   

   From time to time, the Board of Directors may establish performance targets and a bonus system for the purposes of providing directors and executives with short‐term and long‐term performance incentives. Such incentives are offered to increase goal congruence between shareholders and directors and executives.

   
   

   There are currently no incentive programs in place, apart from options which have been granted to the Managing Director and CEO. The options were not based on a percentage of salary. The Board of Directors issued the options to the Managing Director and CEO as an incentive based on market conditions.

   
   

6. Details of Remuneration

Compensation of key management personnel for the year ended 30 June 2015




2015	SHORT‐TERM BENEFITS Salary & Termination Other Fees Payment		POST EMPLOY‐ MENT Super‐ annuation	SHARE‐ BASED PAYMENT Options	TOTAL $	SHARE‐ BASED PAYMENT as a % of TOTAL
Directors
Alice Wong - Chairperson	82,042 ‐		‐	‐	‐	82,042	0%
Alistair Stephens ‐ Managing Director & CEO	385,000 ‐		‐	18,783	‐	403,783	0%
Shasha Lu - Executive Director & Deputy CEO (i) 360,000 ‐ ‐ ‐ ‐ ‐ 14,‐468 374,468 4%
William Hayden ‐ Non‐Executive Director	52,968	‐	‐	5,032	‐	58,000	0%
Bo Tan ‐ Non‐Executive Director	58,000	‐	‐	‐	‐	58,000	0%
Alex Ko ‐ Non‐Executive Director	54,958	‐	‐	‐	‐	54,958	0%
Jingbin Tian ‐ Non‐Executive Director (ii) ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 29,0000%
Total remuneration directors 2015	992,968	‐	‐	23,815	14,468	1,031,251	1%
Specified Executives Kerry Angel ‐ CFO & Company Secretary (iii)	140,000	102,000	‐	14,088	‐	256,088	0%
Fergus Jockel ‐ Exploration Manager	220,000	‐	‐	18,783	‐	238,783	0%
Total remuneration specified executives 2015	360,000	102,000	‐	32,871	‐	494,871	0%

(i) Resigned as a Director on 18 November 2014

(ii) Retired as a Director on 28 November 2014

(iii) Ceased employment on 31 January 2015




REMUNERATION REPORT - AUDITED (CONTINUED)




E. Details of Remuneration (continued)




Compensation of key management personnel for the year ended 30 June 2014




2014	SHORT‐TERM BENEFITS	POST	SHARE‐	TOTAL	SHARE‐
EMPLOY‐	BASED	BASED
MENT	PAYMENT	PAYMENT

Salary & Fees

Termination Payment

Other(vii) Super‐ annuation

Options $ as a % of TOTAL

Directors Alice Wong ‐ Chairperson(i)	51,627	‐	‐	‐	‐	51,627	0%
Alistair Stephens ‐ Managing Director & CEO	364,583	‐	‐	17,775	‐	382,358	0%
Shasha Lu - Executive Director & Deputy CEO	363,511	‐	‐	29,731	‐ ‐	34,‐975	428,217	8%
William Hayden ‐ Non‐Executive Director	53,089	‐	‐	4,911	‐	58,000	0%
Bo Tan ‐ Non‐Executive Director(ii)	39,817	‐	‐	‐	‐	39,817	0%
Alex Ko ‐ Non‐Executive Director(iii)	19,792	‐	‐	‐	‐	19,792	0%
Jingbin Tian ‐ Non‐Executive Director	29,000	‐	‐	‐	‐	‐ ‐	‐ ‐	29‐,000	29,0000%
Yi Shao ‐ Chairman(iv)	43,500	‐	‐	‐	‐	43,500	0%
Peter Stephens ‐ Non‐Executive Director(v)	30,969	‐	‐	2,865	‐	33,834	0%
Total remuneration directors 2014	995,888	‐	29,731	25,551	34,975	1,086,145	3%
Specified Executives
Kerry Angel ‐ CFO & Company Secretary	241,500	‐	‐	17,775	‐	259,275	0%
Fergus Jockel ‐ Exploration Manager	221,500	‐	‐	17,775	‐	239,275	0%
Les Middleditch ‐ Kanyika DFS Manager (vi)	48,244	144,756	‐	1,481	‐	194,481	0%
Total remuneration specified executives 2014	511,244	144,756	‐	37,031	‐	693,031	0%




(i) Appointed Non‐ Executive Director on 11 October 2013 and Chairperson on 31 January 2014

(ii) Appointed on 9 October 2013

(iii) Appointed on 10 February 2014

(iv) Resigned on 6 January 2014

(v) Resigned on 13 January 2014; options had not vested and were forfeited on resignation

(vi) Resigned on 31 July 2013

(vii) Accrued annual leave paid




Compensation options granted to key management personnel during the year ended 30 June 2015




There were no options granted to key management personnel during the year ended 30 June 2015.




Compensation options granted to key management personnel during the year ended 30 June 2014




Options granted to key management personnel during the year ended 30 June 2014 were as follows:




Terms & Conditions for Each Grant

Vested No. Granted No. Grant Date Value per

Option at Grant Date

$

Exercise Price




$

First Exercise Date

Last Exercise Date




Alistair Stephens(i) ‐ 1,000,000 2/07/2013 0.00 0.100 1/7/2014 30/6/2017

Alistair Stephens(ii) ‐ 1,000,000 2/07/2013 0.00 0.150 1/7/2015 30/6/2018

Alistair Stephens(iii) ‐ 1,000,000 2/07/2013 0.00 0.200 1/7/2016 30/6/2019 Alistair Stephens(iv) ‐ 1,000,000 2/07/2013 0.00 0.250 1/7/2017 30/6/2020

‐ 4,000,000




REMUNERATION REPORT - AUDITED (CONTINUED)

E. Details of Remuneration (continued) Vesting conditions pertaining to employee options:

(i) Options vest on 1 July 2014 and expire on 30 June 2017, conditional on VWAP over fifteen consecutive trading days on the ASX must be greater than A$0.20. The share price must be greater than the excise price at vesting date. The option is forfeited if not exercised within one calendar month of leaving employment of the company.

(ii) Options vest on 1 July 2015 and expire on 30 June 2018, conditional on VWAP over fifteen consecutive trading days on the ASX must be greater than A$0.30. The share price must be greater than the excise price at vesting date. The option is forfeited if not exercised within one calendar month of leaving employment of the company.

(iii) Options vest on 1 July 2016 and expire on 30 June 2019, conditional on VWAP over fifteen consecutive trading days on the ASX must be greater than A$0.40. The share price must be greater than the excise price at vesting date. The option is forfeited if not exercised within one calendar month of leaving employment of the company.

(iv) Options vest on 1 July 2017 and expire on 30 June 2020, conditional on VWAP over fifteen consecutive trading days on the ASX must be greater than A$0.50. The share price must be greater than the excise price at vesting date. The option is forfeited if not exercised within one calendar month of leaving employment of the company.




Option Holdings of Directors and Key Management Personnel




The numbers of options over ordinary shares in the company granted under the executive short term incentive scheme that were held during the financial year by each director and the key management personnel of the group, including their personally related parties, are set out below:




2015	Balance at beginning	Granted as Remuneration	Exercised	(Lapsed)	Balance at 30 Total Vested atTotal Exercisable June 2015 30 June 2015 at 30 June 2015
Alice Wong	‐	‐	‐	‐	‐	‐	‐
Alistair Stephens	4,000,000	‐	‐	‐	4,000,000	1,000,000	1,000,000
William Hayden	1,100,000	‐	‐	(1,100,000)	‐	‐	‐
Bo Tan	‐	‐	‐	‐	‐	‐	‐
Alex Ko	‐	‐	‐	‐	‐	‐	‐
Shasha Lu (i)	3,800,000	‐	‐	(3,800,000)	‐	‐	‐
Jingbin Tian (ii) ‐ ‐ ‐ ‐ ‐ ‐ ‐
Fergus Jockel	‐	‐	‐	‐	‐	‐	‐
Kerry Angel(iii)l	‐	‐	‐	‐	‐	‐	‐
8,900,000	‐	‐	(4,900,000)	4,000,000	1,000,000	1,000,000

(i) Resigned as a director on 18 November 2014; continues in capacity of Deputy CEO

(ii) Retired as a director on 28 November 2014

(iii) Ceased employment on 31 January 2015




2014	Balance at beginning	Granted as Remuneration	Exercised	(Lapsed)	Balance at 30 Total Vested atTotal Exercisable June 2014 30 June 2014 at 30 June 2014
Alice Wong	‐	‐	‐	‐	‐	‐	‐
Alistair Stephens	‐	4,000,000	‐	‐	4,000,000	‐	‐
William Hayden	1,100,000	‐	‐	‐	1,100,000	1,100,000	1,100,000
Bo Tan	‐	‐	‐	‐	‐	‐	‐
Alex Ko	‐	‐	‐	‐	‐	‐	‐
Shasha Lu	4,800,000	‐	‐	(1,000,000)	3,800,000	‐	‐
Jingbin Tian	‐	‐	‐	‐	‐	‐	‐
Kerry Angel	‐	‐	‐	‐	‐	‐	‐
Fergus Jockel	‐	‐	‐	‐	‐	‐	‐
Yi Shao(i)	‐	‐	‐	‐	‐	‐	‐
Peter Stephens (ii)	1,100,000	‐	‐	(1,100,000)	‐	‐	‐
Les Middleditch(iii)	‐	‐	‐	‐	‐	‐	‐
7,000,000	4,000,000	‐	(2,100,000)	8,900,000	1,100,000	1,100,000

(i) Resigned as a director on 6 January 2014

(ii) Resigned employment on 13 January 2014; options held forfeited at the date of resignation

(iii) Resigned employment on 31 July 2013