2013 MARATHON RESOURCES ANNUAL REPORT For personal use only Marathon Resources Limited ACN 107 531 822 Annual Report 1st July 2012 to 30th June 2013 Corporate Directory Directors Auditors Peter Williams CHAIRMAN (NON-EXECUTIVE) Grant Thornton South Australian Partnership Chen Zeng NON-EXECUTIVE Chartered Accountants John G (Shad) Linley CHIEF EXECUTIVE OFFICER Level 1 67 Greenhill Road Christopher Schacht NON-EXECUTIVE Wayville SA 5066 Share Registrar Company Secretary Computershare Registry Services Pty Ltd Stuart Appleyard Level 5, 115 Grenfell Street Registered & Principal Business Office Adelaide SA 5000 Investor enquiries: 1300 556161 Unit 8 53-57 Glen Osmond Road International: +61 3 9415 4000 Eastwood SA 5063 Marathon Resources Limited Bankers National Australia Bank ABN 31 107 531 822 22-28 King William Street PO Box 181 Adelaide SA 5000 Fullarton SA 5063 Telephone: 08 8348 3500 Principal Lawyer Facsimile: 08 7225 6990 Watson Lawyers [email protected] Ground Floor 60 Hindmarsh Square Adelaide SA 5000 For personal use only CONTENTS Corporate Directory __________________________________________________ 2 Chairman’s Address __________________________________________________ 4 Directors’ Report (including Director’s Review of Operations) _________________ 6 Corporate Governance Statement _______________________________________ 7 Director’s Declaration _______________________________________________ 19 Auditor’s Independence Declaration ____________________________________ 20 Independent Audit Report ____________________________________________ 21 Financial Statements ________________________________________________ 24 Notes to Financial Statements _________________________________________ 28 Shareholder Information _____________________________________________ 56 For personal use only MARATHON RESOURCES LTD | ANNUAL REPORT 2013 | ACN 107 531 822 3 CHAIRMAN’S ADDRESS I am pleased to report to the shareholders of Marathon Resources Limited (“Marathon”) on activities for the year ended 30th June 2013. On behalf of the Board of Directors therefore, I present the Tenth Annual Report of the Company and outline the significant events that have occurred during the year and since year end which affect the direction of the Company. I have advised you previously of the unprecedented action taken by the South Australian Government (“SA Government”) in 2012 to preserve Arkaroola from mining forever. Marathon’s Mt Gee Exploration Lease EL 4355, in the Northern Flinders ranges area of South Australia expired in February 2012 and as a result of the SA Government’s proclamation to prevent exploration and mining in the area, including on our lease, exploration and development activities ceased. Consequently, Marathon was required to rehabilitate the exploration lease and exit the Mt Gee prospect. Settlement of the action taken by Marathon against the SA Government in the Supreme Court resulted in $5m compensation being received and all exploration and rehabilitation costs have now been written off. Marathon held in reserve all its investment in fixed assets required for exploration and has commenced during the 2013 year new programs for mineral exploration in South Australia. The year ended 30th June 2013 has been a difficult year generally in the mining industry and particularly in the exploration sector where small public companies have had funding issues. The deterioration of market capitalisations has meant that many companies have curtailed fund raising activities to avoid dilution of their capital bases. Risk capital in this industry has been hard to secure and the prospect of flow-through tax incentives is a welcome initiative. The cost and the scale of exploration and mine development are extensive and in some cases are prohibitive, and the decline in base metal prices has seen many projects held over or discarded. There has been activity in Western Australia in precious metals but the industry in South Australia remains very soft. There are several factors impacting on this: (i) The deferral by BHPB of the Olympic Dam expansion continues to affect employment directly in the sector and also service industries have declining prospects; (ii) Despite the protestations, sovereign risk is an issue for the State and investment particularly in uranium will take a long time to recover; (iii) Extensive and exhaustive regulatory approvals are disincentives to mining exploration. The cost of securing approvals over many Government Departments, each seeking elevated approval processes is bad enough; the time delays in meeting approvals has become a burden for the industry. Both Government and the bureaucracy need to direct substantial effort to encouraging an industry which is vital to the State’s future. The mining industry in SA is more likely to see investments from small to medium operators – not the major global players– and with SA’s vast geographic area and limited infrastructure, we will need to optimise investment in power, water, port and shipping facilities to enable reasonable economic growth to occur. Marathon has recently completed a respectful native title clearance and the company expected to meet the costs of this important part of our native title obligations. However there is community benefit in ensuring that native title responsibilities are spread widely and not only to the mining company initiating the survey. In our case the cost of completing the clearance could exceed the cost of the initial drilling program planned for the area. SA will struggle to attract exploration if up-front regulatory and licence costs and time delays, make the risks too great. 2013 Activities Marathon continued to examine opportunities for investment throughout the last 12 months and we have considered further investments after year end. In April 2013 our wholly-owned subsidiary Bonanza Gold Pty Ltd, entered into a farm-in arrangement with Australian Desalinated Water Pty Ltd which holds a portfolio of assets in SA and Victoria prospective for mineral sands and other minerals. We remain confident that the mineral sands prospects are good and will provide future value for shareholders. Subject to regulatory approvals drilling is expected to commence as soon as practicable at the Oakvale site where walk-up targets are ready for exploration. Other areas are presently being assessed for their commercial value. Our farm-in agreement provides for a release of those properties without further costs to, and commitment by, Marathon if the initial drilling is unsuccessful. For personal use only In September 2013 Marathon entered into a farm-in agreement with SAEX Pty Ltd over the Walparuta project in the north east of SA. An airborne electromagnetic survey has been committed for October 2013 and anomalies for copper gold and other minerals appear encouraging. Drilling can commence on existing targets as soon as approvals are granted and the EM survey will be concluded by the end of October 2013. In addition to these projects Marathon has examined approximately 180 projects in Australia and overseas. Most have a risk profile which makes the cost or the nature of the operation unacceptable to us. The company has limited resources and we have avoided greenfields targets accordingly where substantial commitment of limited funds and resources was required. 4 MARATHON RESOURCES LTD | ANNUAL REPORT 2013 | ACN 107 531 822 During the year the company reduced overheads, terminated executive contracts and limited its scope of activities to analysing market opportunities. It is regretted that the operational personnel group was disbanded but the company could not afford to retain the level of past operating expenditure. As soon as investment discussions are progressed Marathon is confident that the required level of expertise and experience can be recruited. Conclusion The opportunities given to us this year have produced two good exploration prospects for the company to conduct cost effective and expeditious drilling programs. At the same time we have been able to analyse a number of major mineral and energy projects which may be appropriate investments for us. We are confident that transactions of value for investing in new mining projects can be made and we have the ability to move quickly. We have preserved our capital base, maintained good relations with major stakeholders and advisors and reduced our corporate overheads, all in preparation for new ventures. The dedication and commitment of the Board and staff during 2013 has been excellent and I commend them to you. Peter L Williams Chairman For personal use only MARATHON RESOURCES LTD | ANNUAL REPORT 2013 | ACN 107 531 822 5 DIRECTORS’ REPORT The directors present their report on Marathon Resources Limited entity (“Group”) for the year ended 30 June 2013. DIRECTORS The names of the directors in office at any time during or since the end of the year are: Peter Williams (appointed 21.05.2004) Chen Zeng (appointed 27.12.2006) Christopher Schacht (appointed 24.01.2008) John G. Linley (appointed 30.06.2008) Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. INFORMATION ON DIRECTORS Peter Williams – Chairman (non-executive) BEc. FCA Appointed 21st May 2004 Peter Williams is a Chartered Accountant with extensive professional and commercial experience. He has broad experience as Managing Director and Chairman of public companies. He was a partner of Deloitte for 17 years and Managing Director of the Lloyd Helicopter group