Formerly PLD Corporation Limited - ASX · Formerly PLD Corporation Limited ABN 92 086 839 992 Annual report for the financial year ended 30 June 2015 For personal use only

Formerly PLD Corporation Limited

ABN 92 086 839 992

Annual report for the financial year ended 30 June 2015

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(formerly PLD Corporation Limited)

Corporate Directory

1

Directors

Matthew Gauci – Managing Director Andrew Daley – Non-executive Chairman Chris Bain – Non-executive Director Mathew Longworth – Non-executive Director Company Secretary

Neil Hackett Auditors

Stantons International Level 2 1 Walker Avenue WEST PERTH WA 6005 Solicitors

Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000 Bankers

Westpac Banking Corporation 109 St George’s Terrace PERTH WA 6000 Registered Office

6 Outram Street WEST PERTH WA 6005 Telephone: +61 8 9324 1053 Facsimile: +61 8 9324 3366 Share Registry

Computershare Limited Level 11 172 St Georges Terrace PERTH WA 6000 Investor Enquiries: 1300 850 505 Facsimile: (03) 9323 2033 Securities Exchange Listing

Securities of Metalicity Limited (formerly PLD Corporation Limited) are listed on the Australian Securities Exchange (ASX). ASX Code: PLD (upon relisting, proposed code MCT) Web Site: www.metalicity.com.au

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Contents

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Page Directors’ report 3 Auditor’s independence declaration 18 Independent auditor’s report 19 Directors’ declaration 22 Annual financial statements

Consolidated statement of profit or loss and other comprehensive income 23 Consolidated statement of financial position 24 Consolidated statement of changes in equity 25 Consolidated statement of cash flows 26 Notes to the financial statements 27

Australian Securities Exchange (ASX) Additional Information 48

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Directors’ Report

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The Directors of Metalicity Limited (formerly PLD Corporation Limited) submit herewith the annual financial report of the Company for the financial year ended 30 June 2015.

Officers and Directors

The names and particulars of the Directors of the Company during or since the end of the financial year are:

Name Particulars

Matthew Gauci Managing Director (appointed 26 September 2012)

Andrew Daley Non-Executive Chairman (appointed 19 August 2013)

Chris Bain Non-Executive Director (appointed 19 August 2013)

Mathew Longworth Non-Executive Director (appointed 29 September 2014)

The above named Directors held office during and since the financial year, except as otherwise indicated.

Principal activities

The Company’s principal activity at the date of this report is mineral exploration. Prior to the shareholders meeting on 2 July 2015, whereby shareholders voted to change the nature and scale of activities of the Company, the principal activities were mineral exploration and the development of medical device products.

Review of operations and results

Admiral Bay Project The Admiral Bay Project is one of the world’s largest undeveloped zinc projects, hosting an Inferred Mineral Resource Estimate (MRE)1 of 72Mt at 6.7% ZnEq2 (3.1% Zn, 2.9% Pb, 18g/t Ag) and an Exploration Target Range (ETR)* of 170-250Mt at 5.3%-7.5% ZnEq2, located in the Canning Basin, Western Australia. The Admiral Bay Project Inferred Mineral Resource Estimate includes a higher grade core of 20Mt at 10.1% ZnEq and based on geological assessment it is considered that multiple higher grade zones could exist within the 18km mineralised corridor.

* As announced to ASX 17/2/2015, the potential quantity and grade of the ETR is conceptual in nature. There has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource.

On 30 October 2014, the Company announced that it had entered into an option agreement with Kagara Ltd (in Liquidation) (Kagara) under which the Company was granted an option to acquire 100% of the Admiral Bay Project (Admiral Bay Option). On 6 March 2015, the Company gave notice in writing to Kagara that it exercised the Admiral Bay Option. On 10 April 2015, the Company entered into the Asset Sale Agreement and the Milestone Payment Deed with Kagara and the Liquidators and the Net Smelter Royalty Deed with Kagara under which, subject to various conditions precedent, the Company will acquire the Admiral Bay Project. On 10 April 2015, the Company also entered into a Convertible Note Deed Poll in favour of the holders of the Convertible Notes (Noteholders). 1 As announced to ASX 25/11/2014

2 ZnEq = Zn+1.06Pb+0.03Ag, as announced to ASX 17/02/2015

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Directors’ Report

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The consideration payable by the Company for the acquisition of the Admiral Bay Project is:

the payment of A$500,000 by the Company to Kagara at settlement;

the grant of a royalty equal to 1.5% Net Smelter Royalty (‘NSR’) on production at the Admiral Bay Project by the Company to Kagara;

the issue of 500 convertible notes each with a face value of A$1,000 and which are convertible into Shares at Kagara’s election by the Company; and

a milestone payment of A$2,500,000 in cash by the Company or Shares (at the Company’s election) on the date which is 3 years from when commercial production of the Admiral Bay Project commences (Milestone Date).

The Company, at its election, may buy back the NSR as follows:

i) the Company may buy back 0.5% of the NSR royalty upon successful completion of a scoping study in respect of the Admiral Bay Project in consideration for:

a. the payment of A$1,000,000 in cash by the Company to Kagara; or

b. the issue to Kagara of the number of Shares that is equal to A$1,000,000 divided by the Volume Weighted Average Price (‘VWAP’) over the 20 Trading Days from the date that the Company notifies Kagara that it wishes to reduce the NSR; and

ii) the Company may buy back 1.0% of the NSR royalty upon successful commencement of production at the Admiral Bay Project in consideration for:

a. the payment of A$2,500,000 in cash by the Company to Kagara; or

b. the issue to Kagara of the number of Shares that is equal to A$2,500,000 divided by VWAP over the 20 Trading Days from the date that the Company notifies Kagara that it wishes to reduce the NSR.

As part of the agreement with Kagara, the Company has also agreed to a minimum expenditure. The Company must expend not less than A$5,000,000 on the Admiral Bay Project over a period of 3 years from the date that the Company is granted access to the Admiral Bay Project. If the Company does not comply with this obligation within the required time, Kagara may elect to request that the Company:

i) pay A$1,000,000 to Kagara; or

ii) transfer to Kagara all of its legal and beneficial interest in the Admiral Bay Project held by the Company at that time.

To finance the Company, the Company has entered into the conditional sale of a 1% NSR over the Admiral Bay Project for USD$5m.

The above transactions were approved by shareholders on the 2 July 2015. Completion has not occurred at the date of this report and is expected by the end of July 2015. Competent Person Statement The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the ‘JORC Code’) sets out minimum standards, recommendations and guidelines for Public Reporting in Australasia of Exploration Results, Mineral Resources and Ore Reserves. The Information contained in this announcement has been presented in accordance with the JORC Code and references to “Measured, Indicated and Inferred Resources” are to those terms as defined in the JORC Code. The information in this report that relates to Geology and Exploration Results is based, and fairly reflects, information compiled by Dr Simon Dorling, who is a Member of the Australian Institute of Geoscientists. Dr Dorling is employed by CSA Global Pty Ltd, independent resource industry consultants. Dr Dorling has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Dr Dorling consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. The information in this report that relates to Mineral Resources is based, and fairly reflects, information compiled by Mr Serik Urbisinov, who is a Member of the Australian Institute of Geoscientists. Mr Urbisinov is employed by CSA Global Pty Ltd, independent resource industry consultants. Mr Urbisinov has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Urbisinov consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. The information in this report that relates to Geology and Exploration Results is based, and fairly reflects, information compiled by Dr Neal Reynolds, who is a Member of the Australian Institute of Geoscientists. Dr Reynolds is employed by CSA Global Pty Ltd, independent resource industry consultants. Dr Reynolds has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Jeffress consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. All parties have consented to the inclusion of their work for the purposes of this announcement. The interpretations and conclusions reached in this report are based on current geological theory and the best evidence available to the authors at the time of writing. It is the nature of all scientific conclusions that they are founded on an assessment of probabilities and, however high these probabilities might be, they make no claim for absolute certainty. Any economic decisions which might be taken on the basis of interpretations or conclusions contained in this report will therefore carry an element of risk.

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Directors’ Report

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Rocky Gully Rocky Gully Project The Rocky Gully Project is one of the largest landholdings in the Albany Fraser Belt, WA, covering a total of 1,030km2 of tenements. Multiple bedrock Electromagnetic (EM) conductors have been identified with exploration work planned on eight (8) priority targets that are considered prospective for Nova-type Nickel, Jaguar-type Copper-Zinc and strata-bound Graphite type deposits. On 19 August 2013, the Company announced that it had entered into an option agreement with Heron Resources Limited (Heron) and Stuart Town (a 100% owned subsidiary of the Metalicity) under which Stuart Town was granted an option to acquire a 90% interest in the Rocky Gully Project (Rocky Gully Option). On 6 March 2015, Stuart Town gave notice in writing to Heron that it exercised the Rocky Gully Option. The consideration payable by the Company for the acquisition of the Rocky Gully Project is the issue of 14,375,000 Shares at a deemed issue price of $0.02 per share (on a post-Consolidation basis). As at the date of this report the shares have not been issued. Completion is expected by the end of July 2015. Rocky Gully East Project The Rocky Gully East Project covers an area of 226km2 located in the Albany Fraser Belt, WA. Multiple magnetic bullseye targets have been identified with exploration work planned on two (2) priority targets that are considered prospective for Nova-type Nickel, VMS or BHT base metal deposits. On 19 August 2013, the Company announced that it had entered into an option agreement with Third Reef Pty Ltd (Third Reef) and the Company’s 100% owned subsidiary Stuart Town under which Stuart Town was granted an option (Rocky Gully East Option) to acquire a 100% interest in the Rocky Gully East Project. On 6 March 2015, Stuart Town gave notice in writing to Third Reef that it exercised the Rocky Gully East Option. The consideration payable by the Company for the acquisition of the Rocky Gully East Project is $50,000 cash and a royalty equal to 1.5% NSR on minerals derived from the Rocky Gully East Project. As at the date of this report the acquisition has not completed and cash has not been paid. Completion is expected by the end of July 2015. Rocky Gully North Project The Rocky Gully North Project covers an area of 174km2 located in the Albany Fraser Belt, WA. Multiple bedrock Electromagnetic (EM) conductors have been identified with exploration work planned on eight (8) priority targets that are considered prospective for Nova-type Nickel, Jaguar-type Copper-Zinc. During the year, the Company applied for and was granted EL70/4622.

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Directors’ Report

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Tenement Schedule The following table shows the tenements the Company has an interest in:

Project TEN ID Holder Granted Expires Area Sq Km

Admiral Bay ML04/244 Kagara Ltd 21/03/1991 20/03/2033 8


Admiral Bay EL04/1610 Kagara Ltd 04/09/2007 03/09/2017 118

Rocky Gully EL70/2801 Atriplex Pty Ltd 07/06/2007 06/06/2016 64

Rocky Gully EL70/4543 Atriplex Pty Ltd 10/10/2014 09/10/2019 454

Rocky Gully EL70/4437 T V Tatterson 20/08/2014 19/08/2019 512

Rocky Gully EL70/4436 Third Reef P/L 05/06/2014 04/06/2019 226

Rocky Gully EL70/4622 PLD Corporation Limited 03/02/2015 02/02/2020 174

Results The loss after income tax for the year ended 30 June 2015 was $1,789,639 (30 June 2014: loss $1,047,754).

Significant changes in state of affairs

Significant changes in the state of affairs of the Company during the financial year were as follows:

1) The Company issued 289,179,416 new ordinary shares raising $1,988,406 before costs; 2) The Company entered into option agreements to acquire the Admiral Bay Project, Rocky Gully Project

and Rocky Gully East Project; 3) The Company was granted 1 exploration license at Rocky Gully North

Environmental regulations

The Company is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all regulations when carrying out exploration work.

Dividends

No dividends have been paid or declared since the beginning of the financial year and none are recommended.

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Directors’ Report

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Subsequent events

Other than the following, the directors are not aware of any significant events since the end of the reporting period: 1. the Company consolidated its equity on a 1 for 2 basis.

2. the Company cancelled 60,000,000 director options and issued them with 34,500,000 five year options with exercise prices of $0.025, $0.03 and $0.04.

3. the Company issued 6,000,000 five year options to employees under the Employee Incentive Scheme with exercise prices of $0.025, $0.03 and $0.04.

4. on 2 July 2015, the Company received shareholder approval to change its scale and nature to become an exploration company. At this meeting, shareholders also approved:

(a) the acquisition of the Admiral Bay Project, being EL4/1610, ML4/244 and ML4/249. The consideration payable by the Company for the acquisition of the Admiral Bay Project is:

the payment of A$500,000;

the grant of a royalty equal to 1.5% NSR on production at the Admiral Bay Project by the Company to Kagara;

the issue of 500 convertible notes each with a face value of A$1,000 and which are convertible into Shares at Kagara’s election by the Company to Kagara; and


(b) the acquisition of a 90% interest in the Rocky Gully Project , being EL70/2801, EL70/4543 and EL70/4437. The consideration payable by the Company is:

the issue of 14,375,000 Shares at a deemed issue price of A$0.02 per share (on a post-Consolidation basis).

(c) the acquisition of the Rocky Gully East Project , being EL70/4436. The consideration payable by the Company is:

the payment of A$50,000 cash and a royalty equal to 1.5% NSR on minerals derived from the Rocky Gully East Project.

(d) to change the Company’s name to Metalicity Limited.

5. a condition of the sale of a 1% NSR over the Admiral Bay Project for USD$5,000,000 is the completion of the Admiral Bay Project acquisition. As stated in point 3 above, shareholders approved this acquisition on 2 July 2015.

The acquisition of the Admiral Bay Project, Rocky Gully Project and Rocky Gully East Project, and the sale of the 1% NSR has not completed at the date of this report.

Likely developments and expected results of Operations

The Company will continue to explore and assess its mineral projects.

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Directors’ Report

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Information on Directors Matthew Gauci - Managing Director – appointed 26 September 2012

Experience and Expertise

Mr Gauci is a Mining Executive with more than 15 years experience in strategic management and corporate finance in the mining industry having successfully financed and managed private and public mining exploration companies operating in Australia, Africa and South America. Mr Gauci has managed teams in the exploration, development and feasibility of a number of mining exploration projects in precious metals, base metals and bulk commodities. Mr Gauci has a BSc. and an MBA from the University of Western Australia.

Other Current Directorships

None

Former Directorships in the Last Three Years

None

Special Responsibilities

Managing Director

Interests in Shares and Options

9,589,427 ordinary shares and 15,000,000 unlisted options Andrew Daley - Non-executive Chairman – appointed 19 August 2013


Mr Daley is a Mining Engineer and Investment Banker. He has a Bachelor of Science (Honours), is a Chartered Engineer (UK), a Fellow of the Australasian Institute of Mining and Metallurgy and Member of IOM3 (UK). He has over 40 years experience in resources having worked with Anglo American, Rio Tinto, Conoco Minerals and Fluor Australia in mining operations, project evaluation and mining development. Mr Daley then moved into resource project finance with National Australia Bank, Chase Manhattan and from 1999 was a Director of the Mining Team at Barclays Capital in London. Subsequently, Mr Daley was a Director of Investor Resources Finance Pty Limited, a company based in Melbourne which provided financial advisory services to the resources industry globally.


None


KGL Resources Limited (appointed 10 November 2004, retired 22 May 2015))


Chairman, member of the Audit Committee and member of the Remuneration and Nomination Committee.


1,374,245 ordinary shares and 7,500,000 unlisted options.

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Chris Bain - Non-executive Director – appointed 19 August 2013


Mr Bain is a geologist and mineral economist. He has over 35 years experience in resources having worked in underground mine geology in Mt Isa and Tasmania and exploration around Broken Hill. Mr Bain has been instrumental in mining project divestitures and acquisitions, evaluations and valuations, capital raisings including several initial public offerings and ASX listings. Mr Bain was also a Director of Investor Resources Finance Pty Limited, a company based in Melbourne which provided financial advisory services to the resources industry globally. Mr Bain is a member of the Australasian Institute of Mining and Metallurgy and a graduate member of the Australian Institute of Company Directors.


KGL Resources Limited (appointed 5 September 2013)


Dart Mining Limited (resigned 18 February 2014)


Chair of the Remuneration and Nomination Committee and Member of the Audit Committee


870,000 ordinary shares and 6,000,000 unlisted options

Mathew Longworth - Non-executive Director – appointed 29 September 2014


Mr Longworth is a geologist with 28 years’ experience across exploration, project evaluation/development, operations and corporate management. He previously held roles as Exploration Manager, COO and CEO/Managing Director with Australian listed companies, and mining analyst with a boutique investment fund. In his senior corporate roles, Mathew led multidisciplinary project evaluation and development teams. Mr. Longworth is a member of the Australasian Institute of Mining and Metallurgy and the Australian Institute of Company Directors.


Echo Resources Limited (appointed 19 October 2012)


None


Chair of the Audit Committee and member of the Remuneration and Nomination Committee


Nil ordinary shares and 6,000,000 unlisted options

Company Secretary

The company secretary is Neil Hackett. Neil was appointed to the position of company secretary on 4 December 2014. Neil has over 20 years of company secretarial, compliance and company directorship experience, including 10 years with the ASIC and seven years as an ASX 200 listed company secretary. He is currently Chairman, Director and Company Secretary of various ASX listed and private entities. Neil holds a Bachelor of Economics, a Fellow of FINSIA, and is a Graduate and Facilitator with the Australian Institute of Company Directors.

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Directors’ meetings The number of meetings of the Company’s board held during the year ended 30 June 2015 that each director was eligible to attend, and the number of meetings attended by each director were:

Director Number of Meetings Eligible to attend Attended

Matthew Gauci 14 14

Andrew Daley 14 14

Chris Bain 14 14

Mathew Longworth 11 11

Remuneration Report (audited) The Remuneration Report is set out under the following main headings:

(1) Principles used to determine the nature and amount of remuneration;

(2) Details of remuneration;

(3) Service agreements; and

(4) Share-based compensation. The information provided in this Remuneration Report has been audited as required by Section 308(3C) of the Corporations Act 2001. 1 Principles used to determine the nature and amount of remuneration The objective of the Company’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and conforms to market best practice for delivery of reward. The board ensures that executive reward satisfies the following key criteria for good reward governance practices:

(i) competitiveness and reasonableness;

(ii) acceptability to shareholders;

(iii) performance linkage / alignment of executive compensation;

(iv) transparency; and

(v) capital management. The Company has structured an executive remuneration framework that is market competitive and complimentary to the reward strategy of the organisation. Alignment to shareholders’ interests:

(i) focuses on sustained growth in shareholder wealth; and

(ii) attracts and retains high calibre executives. Alignment to program participants’ interests:

(i) rewards capability and experience; and

(ii) provides a clear structure for earning rewards.

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Remuneration Report (audited)

2 Details of remuneration Directors’ fees

Executive directors The fees and payments to the executive directors reflect the demands which are made on, and the responsibilities of the director, and are in line with market. There is no past or current relationship between the executive directors remuneration and the financial performance of the Company. The executive directors remuneration is reviewed annually by the board to ensure that the fees and payments remain appropriate and in line with the market. The remuneration package of the executive director, Matthew Gauci, in his capacity as Managing Director, is detailed below under “Service agreements”. Chris Bain received share based payments of $6,298 (2014: $8,925), Andrew Daley received shared based payments of $12,595 (2014: $17,851) and Mathew Longworth received share based payments of $8,796 (2014: $Nil) Non-executive directors Fees to the non-executive directors are determined by the Remuneration Committee as appropriate having regard to the market and the aggregate remuneration specified in the Company’s Constitution and determined by the shareholders in general meeting. The fees are reviewed annually. There is no relationship between the non-executive director’s remuneration and the financial performance of the Company. During the financial year, with shareholder approval given on 20 November 2014, Mathew Longworth received share based payments by the grant of 7,500,000 options, exercisable at $0.02, $0.04 and $0.08 on or before 24 November 2017. Retirement allowances and benefits for directors There are no retirement or termination allowances, profit sharing, bonuses, or other performance related remuneration or benefits paid to directors. The amount of remuneration of the directors of the Company (as defined in AASB 124 Related Party Disclosures) and other key management personnel is set out in the following table.

Short term benefits Post employment benefits

Equity settled share based payments

2015 Salary, fees & leave

Bonuses Other Super- annuation

Options Total Performance related %

Executive director

Matthew Gauci 194,825 55,137 - 23,746 - 273,708 20.1%

Non-executive directors

Andrew Daley (a) 66,000 - - - 12,595 78,595 16.0%

Chris Bain 30,137 - - 2,863 6,298 39,298 16.0%

Mathew Longworth (b) 24,750 - - - 8,796 33,546 26.2%

Totals 315,712 55,137 - 26,609 27,689 425,147

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Short term benefits Post employment benefits

Equity settled share based payments

2014 Salary, fees & leave

Bonuses Other Super- annuation

Options Total Performance related %

Executive director

Matthew Gauci 160,183 - - 14,817 - 175,000 -

Non-executive directors

Andrew Daley 26,780 - - - 17,851 44,631 40.0%

Chris Bain 23,769 - 2,199 8,925 34,893 25.6%

Michael Pollak 21,112 - - 1,953 - 23,065 -

Jonathan Pager (c) 23,064 - - - - 23,064 -

Totals 254,908 - - 18,969 26,776 300,653

The fees paid to director related entities were for the provision of services of the particular director to the Company are as follows:

(a) Dalenier Enterprises Pty Ltd, an entity associated with Andrew Daley, was paid or is payable $66,000 (2014: $26,780) for director’s fees.

(b) Mat Mining Pty Ltd, an entity associated with Mathew Longworth, was paid or is payable $24,750 (2014: $Nil) for director’s fees.

(c) Pager Partners Corporate Advisory Pty Ltd, an entity associated with Jonathan Pager, was paid or is payable $Nil (2014: $23,064) for director’s fees.

Service agreements There is an Executive Contract with Matthew Gauci, to perform the function of Managing Director from 1 October 2013 until termination in accordance with the contract. The details are:

1. Remuneration of $220,000 per annum (including superannuation and directors fees) subject to an annual review;

2. The Company may pay a performance based bonus of up to 50% over and above the salary; 3. The Company reimburses costs and expenses reasonably incurred; 4. Either party can terminate the agreement on three months (3) months written notice;

There are letters of director appointment with each director which set out the annual fixed fee and terms and conditions of the appointment including compliance with the Company’s Constitution and Corporate Governance Policies; re-election, retirement and office vacancy; duties; remuneration; insurance and indemnity; disclosure of interests; and confidentiality. They serve until they resign, are removed, cease to be a director or prohibited from being a director under the provisions of the Corporations Law 2001, or are not re-elected to office. They are remunerated on a monthly basis with no termination payments payable. It is the Group’s policy that service contracts for executives are unlimited in term and capable of termination by either party upon three (3) months written notice. In the case of wilful or fraudulent misconduct, the Group retains the right to terminate all service contracts without notice. Key management personnel are entitled to receive on termination of employment their statutory entitlements, including any accrued annual and long service leave, together with any superannuation benefits. Each service contract outlines the components of compensation paid to the key management personnel but does not prescribe how compensation levels are modified year to year.

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3 Share-based compensation

No options issued to directors or key management personnel were exercised or lapsed during the year. During the financial year, the following share based payment arrangements for the key management personnel were in existence:

Options series Grant date Number Expiry date Grant date fair value

Vesting date

(1) Matthew Gauci 28/11/2012 10,000,000 31/12/2015 $0.0012 Vests at date of grant



(4) Chris Bain 28/11/2013 2,500,000 16/12/2016 $0.0018 see below (i)



(7) Andrew Daley 28/11/2013 5,000,000 16/12/2016 $0.0018 see below (i)



(10) Mathew Longworth 24/11/2014 2,500,000 24/11/2017 $0.0031 see below (i)



(i) Options will vest after one year from date of issue and only if the 20 business day VWAP has exceeded

the exercise price.

Subsequent to 30 June 2015, the above 60,000,000 options were cancelled and the KMP received 34,500,000 new 5 year options with exercise prices of $0.025, $0.03 and $0.04, on a post consolidated basis.

The following grants of share based payment compensation to key management personnel relate to the current financial year:

During the financial year

Option series No. granted No. vested % of grant

vested % of grant forfeited

(10) Mathew Longworth * 2,500,000 - - n/a

(11) Mathew Longworth * 2,500,000 - - n/a

(12) Mathew Longworth * 2,500,000 - - n/a *These options were granted on the 24 November 2014 The following table summarises the value of options to key management personnel granted during the period:-

Value of options granted at the grant date (a)

$

Mathew Longworth 14,726

(a) The value of options granted during the year is recognised in compensation over the vesting period of the grant, in accordance with Australian Accounting Standards.

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Remuneration Report (audited) 4 Share and option holdings of Key Management Personnel

(i) Option holdings

The numbers of options over ordinary shares in the Company held during the financial year by each director, including their personally related parties, are set out below:

2015

Director Balance at the start of

the year

Granted during the

year

Exercised during the

year

Other changes during the year

Balance at the end of

the year

Vested and exercisable at the end of the year

Matthew Gauci 30,000,000 - - - 30,000,000 30,000,000Andrew Daley 15,000,000 - - - 15,000,000 -Chris Bain 7,500,000 - - - 7,500,000 -Mathew Longworth - 7,500,000 - - 7,500,000 -

52,500,000 7,500,000 - - 60,000,000 30,000,000 No options are vested and un-exercisable at the end of the year. Subsequent to 30 June 2015, the above 60,000,000 options were cancelled and the KMP received 34,500,000 new 5 year options with exercise prices of $0.025, $0.03 and $0.04, on a post consolidated basis.

2014

Director Balance at the start of

the year

Granted during the

year

Exercised during the

year


Balance at the end of

the year

Vested and exercisable at the end of the year

Matthew Gauci 30,000,000 - - - 30,000,000 30,000,000Jonathan Pager 1,000,000 - - (1,000,000) - -Michael Pollak 4,500,000 - - (4,500,000) - -Andrew Daley - 15,000,000 - - 15,000,000 -Chris Bain - 7,500,000 - - 7,500,000 -

35,500,000 22,500,000 - (5,500,000) 52,500,000 30,000,000 No options are vested and un-exercisable at the end of the year.

Jonathan Pager and Michael Pollak resigned as directors on 19 August 2013. The options held at resignation are shown in ‘Other changes during the year’.

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Remuneration Report (audited) (ii) Share holdings

The numbers of shares in the Company held during the financial year by each director, including their personally related parties, are set out below:

2015

Director Balance at the start of the year

Received during the year on the exercise of options


Balance at the end of the year

Matthew Gauci 15,982,378 - 3,196,476 19,178,854 Andrew Daley 2,290,407 - 458,082 2,748,489 Chris Bain 1,450,000 - 290,000 1,740,000 Mathew Longworth - - - -

19,722,785 - 3,944,558 23,667,343

Matthew Gauci, Chris Bain and Andrew Daley acquired shares via the rights issue during the year which is shown in ‘Other changes during the year’. There were no shares granted during the reporting period as compensation.

2014

Director Balance at the start of the year

Received during the year on the exercise of options


Balance at the end of the year

Matthew Gauci 10,332,378 - 5,650,000 15,982,378 Jonathan Pager 6,916,667 - (6,916,667) - Michael Pollak 11,000,000 - (11,000,000) - Andrew Daley - - 2,290,407 2,290,407 Chris Bain - - 1,450,000 1,450,000

28,249,045 - (8,526,260) 19,722,785

Matthew Gauci, Chris Bain and Andrew Daley acquired shares on market which are shown in ‘Other changes during the year’. Jonathan Pager and Michael Pollak resigned as directors on 19 August 2013. The shares held at resignation are shown in ‘Other changes during the year’. There were no shares granted during the reporting period as compensation.

(End of Remuneration Report)

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Directors’ Report

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Additional Information (a) Shares under option

At the date of this report, the Company had 63,500,000 options over ordinary shares under issue (30 June 2014: 118,500,000). These options are exercisable as follows:

Details No of Options Date of Expiry Conversion Price $ Management incentive options 13,500,000 23/07/2020 0.025 13,500,000 23/07/2020 0.03 13,500,000 23/07/2020 0.04 Consultant options 1,000,000 11/03/2017 0.04 1,000,000 11/03/2017 0.08 1,000,000 11/03/2017 0.12 Free attaching offer on public offer 20,000,000 31/12/2015 0.02 63,500,000

The above options reflect the 1 for 2 capital consolidation that took place subsequent to 30 June 2015. (b) Insurance of officers

During the financial year, the Company paid a premium in respect of a contract insuring the directors of the Company, the Company Secretary, and any executive officers of the Company and of any related body corporate against a liability incurred as such a director, secretary or executive officer to the extent permitted by the Corporation Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. (c) Agreement to indemnify officers

The Company has entered into agreements with the directors to provide access to Company records and to indemnify them. The indemnity relates to any liability as a result of being, or acting in their capacity as, an officer of the Company to the maximum extent permitted by law; and for legal costs incurred in successfully defending civil or criminal proceedings. No liability has arisen under these indemnities as at the date of this report. (d) Proceedings on behalf of the Company

No person has applied to the court under Section 237 of the Corporations Act 2001 for leave to 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. No proceedings have been brought or intervened in on behalf of the Company with leave of the court under Section 237. (e) Non-audit services

$11,000 in non-audit services were provided by the auditor or any entity associated with the auditor for the year ended 30 June 2015 (2014: $Nil). This fee relates to the preparation of the independent accountants report included in the Information Memorandum. The Board of Directors, in accordance with advice from the audit committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. (f) Corporate Governance The Directors of the Group support and adhere to the principles of corporate governance, recognising the need for the highest standard of corporate behaviour and accountability. Please refer to the corporate governance statement dated 24 July 2015 released to ASX and posted on the Company’s website www.metalicity.com.au.

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Directors’ Report

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Auditor’s independence declaration

The auditor’s independence declaration is included on page 18 of the annual report. This Directors’ report is signed in accordance with a resolution of Directors made pursuant to s.298 (2) of the Corporations Act 2001. On behalf of the Directors Matthew Gauci Managing Director Perth, Western Australia 24 July 2015

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Directors’ declaration

22

In the directors’ opinion: 1. the financial statements and notes set out on pages 23 to 47 are in accordance with the Corporations

Act 2001, including:

(a) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

(b) giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2015 and of its performance for the financial year ended on that date; and

2. as set out in Note 2(b), there are reasonable grounds to believe that the Company will be able to pay

its debts as and when they become due and payable; 3. the financial statements and notes thereto are in accordance with International Financial Reporting

Standards issued by the International Accounting Standards Board; and 4. the audited remuneration disclosures set out on pages 10 to 15 of the Directors’ Report comply with

accounting standard AASB 124 Related Party Disclosures and the Corporations Regulations 2001. The directors have been given the declarations required by Section 295(A) of the Corporations Act 2001 from the Managing Director and the Company Secretary for the year ended 30 June 2015. This declaration is made in accordance with a resolution of the directors.

Matthew Gauci Managing Director Perth, Western Australia 24 July 2015

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Consolidated statement of profit or loss and other comprehensive income for the financial year ended 30 June 2015

23

Consolidated Group 2015 2014 Note $ $ Continuing operations Revenue 4 9,812 13,079 Expenses 5 (1,749,451) (1,060,833)Loss from continuing operations before income tax (1,739,639) (1,047,754)Income tax expense 6 - - Loss after income tax from continuing operations (1,739,639) (1,047,754) Discontinued operations Loss for the year from discontinued operations 7(b) (50,000) -

Loss for the year (1,789,639) (1,047,754) Other comprehensive income Items that may be reclassified subsequently to profit or loss

- -

Items that will not be reclassified subsequently to profit or loss

- -

Other comprehensive loss for the period, net of tax - -

Total comprehensive loss for the period (1,789,639) (1,047,754)

Loss attributable to: Owners of the parent (1,789,639) (1,047,754)Non controlling interest - - (1,789,639) (1,047,754)

Total comprehensive loss attributable to: Owners of the parent (1,789,639) (1,047,754)Non controlling interest - -

(1,789,639) (1,047,754)

Basic loss per share (cents) 20(a) - Continuing operations (0.28) (0.27)- Discontinued operations (0.01) - (0.29) (0.27) Diluted loss per share (cents) 20(b) - Continuing operations (0.28) (0.27)- Discontinued operations (0.01) - (0.29) (0.27)

The above consolidated statement of profit or loss and other comprehensive income should be read in

conjunction with the accompanying notes.

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Consolidated statement of financial position as at 30 June 2015

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Consolidated Group 2015 2014 Note $ $ Current assets Cash and cash equivalents 8(a) 442,799 164,629Trade and other receivables 6,201 2,500Prepayments 19,853 12,669 Total current assets 468,853 179,798 Non-current assets Exploration and evaluation expenditure 9 1,284 -Deposits and bonds - 10,000Intangible assets 10 - 50,000 Total non-current assets 1,284 60,000 Total assets 470,137 239,798 Current liabilities Trade and other payables 11 228,669 120,827Provisions 21,436 - Total current liabilities 250,105 120,827 Total liabilities 250,105 120,827 Net assets 220,032 118,971

Equity Issued capital 12 36,315,416 34,458,688Other reserves 87,088 53,116Accumulated losses (36,182,472) (34,392,833) Total equity 220,032 118,971

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

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Consolidated statement of changes in equity for the financial year ended 30 June 2015

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Issued capital

Share Based

Payments Reserve

Option Premium Reserve

Accumulated losses

Total

$ $ $ $ $ Balance at 1 July 2013 33,789,136 21,876 1,500 (33,345,079) 467,433 (Loss) for the year - - - (1,047,754) (1,047,754)Total comprehensive loss for the year - - - (1,047,754) (1,047,754) Transactions with owners in their capacity as owners Issue of share capital 735,000 - - - 735,000 Share based payments 7,005 29,740 - - 36,745 Share issue costs (72,453) - - - (72,453)Total transactions with owners 669,552 29,740 - - 699,292 Balance at 30 June 2014 34,458,688 51,616 1,500 (34,392,833) 118,971

Issued capital

Share Based

Payments Reserve

Option Premium Reserve

Accumulated losses

Total

$ $ $ $ $ Balance at 1 July 2014 34,458,688 51,616 1,500 (34,392,833) 118,971 (Loss) for the year - - - (1,789,639) (1,789,639)Total comprehensive loss for the year - - - (1,789,639) (1,789,639) Transactions with owners in their capacity as owners Issue of share capital 1,918,406 - - - 1,918,406Share based payments 70,000 33,972 - - 103,972Share issue costs (131,678) - - - (131,678)Total transactions with owners 1,856,728 33,972 - - 1,890,700 Balance at 30 June 2015 36,315,416 85,588 1,500 (36,182,472) 220,032

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

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Consolidated statement of cash flows for the financial year ended 30 June 2015

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Consolidated Group 2015 2014 Note $ $ Cash flows from operating activities Payments to suppliers and employees (1,527,086) (796,060)Interest received 9,812 16,270 Net cash (used in) operating activities 8(b) (1,517,274) (779,790) Cash flows from investing activities Exploration expenditure (1,284) (58,078)Refund of tenement bond 10,000 -Net cash provided by/(used in) investing activities 8,716 (58,078) Cash flows from financing activities Proceeds from share issue 1,918,406 735,000 Transaction costs (131,678) (72,453)Net cash provided by financing activities 1,786,728 662,547 Net increase/(decrease) in cash and cash equivalents

278,170 (175,321)

Cash and cash equivalents at the beginning of the financial year

164,629 339,950

Cash and cash equivalents at the end of the financial year

8(a) 442,799 164,629

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

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Notes to Financial Statements for the financial year ended 30 June 2015

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1. General information

Metalicity Limited (“the Company” or “MCT”) (formerly PLD Corporation Limited) is a company limited by shares, incorporated and domiciled in Australia. Its shares are listed on the Australian Securities Exchange. MCT and its wholly owned subsidiary, Stuart Town Gold Pty Ltd, are referred to as the ‘Group’ or ‘Consolidated Entity’. The Financial Report of MCT for the year ended 30 June 2015 was authorised for issue in accordance with a resolution of the board of directors on 24 July 2015. 2. Significant accounting policies

The principal accounting policies adopted in the preparation of the Financial Report are set out below. These policies have been consistently applied to the years presented, unless otherwise stated. (a) Basis of preparation

This general purpose Financial Report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (AASB), Australian Accounting Interpretations and the Corporations Act 2001. It is recommended that this financial report be read in conjunction with the public announcements made by the Company during the year in accordance with the continuous disclosure requirements arising under the ASX Listing Rules.

Compliance with IFRS Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the Financial Report of the Company complies with International Financial Reporting Standards (IFRS).

Historical cost convention These financial statements have been prepared under the historical cost convention.

Critical accounting estimates The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. Where these are areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, these are disclosed in Note 2(s).

Comparative figures When required by accounting standards, comparative figures have been adjusted to conform to changes in presentation for the current year. When the Group applies an accounting policy retrospectively, makes a retrospective restatement or reclassifies items in its financial statements, a statement of financial position as at the beginning of the earliest comparative period will be disclosed.

(b) Going concern basis of accounting

The financial report has been prepared on the going concern basis that contemplates the continuity of normal business activities and the realisation of assets and extinguishment of liabilities in the ordinary course of business. For the year ended 30 June 2015, the Group recorded a loss of $1,789,639 (2014: $1,047,754) and had cash and cash equivalents of $442,799 (2014: $164,629). The Group has entered into conditional contracts to acquire mining tenements at Admiral Bay and Rocky Gully and has also entered into a conditional contract to sell a 1% Net Smelter Royalty over the Admiral Bay tenements for USD$5,000,000. Upon completion of these conditional contracts, the Group will have sufficient working capital funds for the next twelve months to continue its normal business activities and to ensure the realisation of assets and extinguishment of liabilities as and when they fall due.

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2. Significant accounting policies (continued) (b) Going concern basis of accounting (continued) The Directors remain confident that they will be able to complete the above contracts, however there can be no guarantee. If the contracts do not complete, the Group will need to raise new funds in order to meet its obligations over the next twelve months. Consequently an uncertainty exists that may cast doubt on the Group’s ability to fund this cash shortfall and therefore be unable to meet its commitments and discharge its liabilities in the normal course of business for a period not less than twelve months from the date of this report. (c) Principles of Consolidation

The consolidated financial statements incorporate the assets and liabilities of the subsidiary of the Company as at 30 June 2015 and the results of the subsidiary for the period then ended. Stuart Town Gold Pty Ltd is the subsidiary over which the Company has the power to govern the financial and operating policies as the holder of all of the voting rights. The subsidiary is fully consolidated from the date of acquisition of the subsidiary. Consolidation will cease from the date that control of the subsidiary ceases. Any and all intercompany transactions and balances between the Company and the subsidiary are eliminated on consolidation. (d) Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value which is calculated as the sum of the acquisition-date fair values of assets less liabilities transferred to the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that:

• deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with AASB 112 ‘Income Taxes’ and AASB 119 ‘Employee Benefits’ respectively;

• liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with AASB 2 ‘Share-based Payment’ at the acquisition date; and

• Assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 ‘Noncurrent Assets Held for Sale and Discontinued Operations’ are measured in accordance with that Standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain. (e) Revenue recognition

Interest revenue is recognised on a time proportionate basis using the effective interest method.

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2. Significant accounting policies (continued) (f) Cash and Cash Equivalents

For statement of cash flow presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts.

(g) Intangibles

Patents and Intellectual Property

i) Patents are recognised at cost of acquisition. Patents have a finite life and are carried at cost less any accumulated amortisation and any impairment losses. Patents are impaired and have been fully written off.

ii) Intellectual property has been written down to its estimated realisable value as determined by the Directors.

(h) Income Tax

The income tax expense or revenue for the period is the tax payable on a current period’s taxable income based on the income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. Deferred tax is accounted for using the liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and tax losses. (i) Exploration Expenditure

Exploration and evaluation expenditure incurred on granted exploration licences is accumulated in respect of each identifiable area of interest. These costs are carried forward where the rights to tenure of the area of interest are current and to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to any abandoned area will be written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest will be amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review will be undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. (j) Other receivables

Other receivables are recognised at fair value and subsequently measured at amortised cost, less provision for impairment. (k) Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and usually paid within 30 days of recognition.

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2. Significant accounting policies (continued) (l) Borrowings

Loans are carried at their principal amounts, which represent the present value of future cash flows associated with servicing the debt. Interest is accrued over the period it becomes due and is recorded as part of other creditors. (m) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds. (n) Earnings per share

Basic earnings per share (“EPS”) is calculated by dividing the result attributable to equity holders of the Company by the weighted number of shares outstanding during the year. Diluted EPS adjusts the figures used in the calculation of basic EPS to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed or known to have been issued in relation to dilutive potential ordinary shares. (o) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown exclusive of GST. Cash flows are presented in the statement of cash flow on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. (p) Employee Benefits

Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. Those cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows. In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being taken is based on historical data.

(q) Equity-Settled Compensation

The Group operates equity-settled share-based payment share and option schemes to Directors and employees. The fair value of the equity to which Directors and employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a Binomial or Black and Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

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2. Significant accounting policies (continued) (r) Financial Instruments

Initial Recognition and Measurement Financial instruments, incorporating financial assets and financial liabilities, are recognised when the group becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by market place convention. Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through the profit and loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to the Statement of Profit or Loss immediately. Financial instruments are classified and measured as set out below. Classification and Subsequent Measurement Available for Sale Financial Assets Available for sale financial assets represent non-derivative financial assets that are not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor determinable payments. Available for sale financial assets are included in non-current assets, except those which are expected to mature within 12 months after the end of the reporting period. Loans and Receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method. The fair value of trade and other receivables, which is determined for disclosure purposes, is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. Financial Liabilities Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest rate method. The fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. Fair Value Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and options pricing models.

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2. Significant accounting policies (continued) Impairment At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a “loss event”) having occurred, which has an impact on the estimated future cash flows of the financial asset(s).

In the case of available-for-sale financial assets, a significant or prolonged decline in the market value of the instrument is considered to constitute a loss event. Impairment losses are recognised in the profit or loss immediately. Also, any cumulative decline in fair value previously recognised in other comprehensive income is reclassified to profit or loss at that point.

In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments; indications that they will entre bankruptcy or other financial reorganisation; and changes in arrears or economic conditions that correlate with defaults.

For financial assets carried at amortised cost (including loans and receivables), a separate allowance account is used to reduce the carrying amount of financial assets impaired by credit losses. After having taken all possible measures of recovery, if management establishes that the carrying amount cannot be recovered by any means, at that point the written-off amounts are charged to the allowance account or the carrying amount of impaired financial asset is reduced directly if no impairment amount was previously recognised in the allowance account.

When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the Group recognised the impairment for such financial assets by taking into account the original terms as if the terms have not been renegotiated so that the loss events that have occurred are duly considered. Derecognition Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the Group no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in the profit or loss. (s) Critical Accounting Estimates and Judgements

The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assumed a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company.

Key Estimates – Impairment

The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to an impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in- use calculations performed in assessing recoverable amounts incorporate a number of key estimates. This includes as assessment of the carrying values of intangibles and capitalised exploration and evaluation costs Key Estimates – Share based payment transactions

The Group measures the cost of equity-settled transactions with employees (including directors) by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an internal valuation using a Black-Scholes option pricing model, using the assumptions detailed in Note 13.

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2. Significant accounting policies (continued) (t) New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations issued by the AASB which are not yet mandatorily applicable to the Group have not been applied in preparing these consolidated financial statements. Those which may be relevant to the Group are set out below. The Group does not plan to adopt these standards early. AASB 9 Financial Instruments and associated Amending Standards (applicable for annual reporting

period commencing 1 January 2018)

The Standard will be applicable retrospectively (subject to the comment on hedge accounting below) and includes revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments and simplified requirements for hedge accounting. Key changes made to this standard that may affect the Group on initial application include certain simplifications to the classification of financial assets, simplifications to the accounting of embedded derivatives, and the irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Although the directors anticipate that the adoption of AASB 9 may have an impact on the Group’s financial instruments it is impractical at this stage to provide a reasonable estimate of such impact.

AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods

commencing on or after 1 January 2017).

When effective, this Standard will replace the current accounting requirements applicable to revenue with a single, principles-based model. Except for a limited number of exceptions, including leases, the new revenue model in AASB 15 will apply to all contracts with customers as well as non-monetary exchanges between entities in the same line of business to facilitate sales to customers and potential customers. The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. To achieve this objective, AASB 15 provides the following five-step process: - identify the contract(s) with a customer; - identify the performance obligations in the contract(s); - determine the transaction price; - allocate the transaction price to the performance obligations in the contract(s); and - recognise revenue when (or as) the performance obligations are satisfied.

This Standard will require retrospective restatement, as well as enhanced disclosures regarding revenue. Although the directors anticipate that the adoption of AASB 15 may have an impact on the Group's financial statements, it is impracticable at this stage to provide a reasonable estimate of such impact.

Other standards not yet applicable There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

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2. Significant accounting policies (continued) (u) Application of new and revised Accounting Standards

None of the new standards and amendments to standards that are mandatory for the first time for the financial year beginning 1 July 2014 affected any of the amounts recognised in the current period or any prior period, although it caused minor changes to the Group’s disclosures. 3. Segment information

Identification of reportable segments The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. During the year, the Group had one geographic segment being Australia, and operated in two industries being the exploration of minerals and healthcare. As part of the re-compliance process, the Group ceased its healthcare activities with the Group now having one geographic segment being Australia and operates in one industry being the exploration of minerals. 4. Revenue An analysis of the Group’s revenue for the year is as follows:

Consolidated Group 2015 2014 $ $

Interest earned 9,812 13,079 9,812 13,079

5. Expenses Consolidated Group 2015 2014 $ $Accounting & audit 64,251 52,748 ASX 22,216 13,236 Company secretarial fees 40,950 30,570 Consulting fees 95,750 49,844 Directors’ remuneration - cash 177,604 155,283 Directors' remuneration – share based payment 27,689 26,776 Other - share based payment 6,283 9,969 Insurance 21,580 19,520 Investor relations 56,325 52,573 Legal fees 268,861 40,758 Project work & generation 646,383 284,455 Option fee – cash 70,000 80,000 Option fee – share based payment 70,000 -Rent & office costs 34,487 18,972 Salaries & on costs 25,000 29,166 Share registry fees 41,929 24,819 Travel & accommodation 29,811 2,887 Write off of Stuart Town expenditure - 140,708Other 50,332 28,549Total expenses 1,749,451 1,060,833

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6. Income taxes

Consolidated Group

2015 2014 $ $

a) Numerical reconciliation of income tax expense to prima facie tax payable

Loss from continuing operations before income tax expense (1,739,639) (1,047,754)

Tax at the Australian tax rate of 30% (521,892) (314,326)

Tax effect of amounts which are not deductible (taxable) in calculating taxable income

256,437 100,285

Tax effect of amounts which are deductible (taxable) in calculating taxable income

(84,693) (25,559)

Tax losses not recognised 350,148 239,600 Income tax expense - -

Consolidated Group

2015 2014 $ $

b) Tax losses Unused tax losses for which no deferred tax asset has been recognised

12,922,152 11,754,991

Potential tax benefit at 30% 3,876,646 3,526,497 The Group has estimated unrecouped income tax losses of $12,922,152 (2014: $11,754,991), of which $10,566,980 relate pre the company entering the Deed of Company Arrangement. The Group will need to satisfy certain conditions in order to utilise these unrecouped income tax losses. There is uncertainty over whether the $10,566,980 will satisfy these conditions and the Group has requested an ATO tax ruling. Tax losses have not been recognised as a deferred tax asset as recoupment is dependent on, amongst other matters, sufficient future assessable income being earned. That is not considered certain in the foreseeable future and accordingly there is uncertainty that the losses can be utilised.

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7. Discontinued operations

(a) Ceasing healthcare business

The Company changed its focus from being a healthcare business to being an exploration business. As part of this change in focus, the Company has impaired the intangible asset relating to the healthcare business. (b) Analysis of loss for the year from discontinued operations The results of the discontinued operations (ie healthcare business) included in the loss for the year is set out below. The comparative profit or loss and cash flows from discontinued operation has been re-presented to include those operations classified as discontinued in the current year.

Consolidated Group

2015 2014 $ $

Loss for the year from discontinued operations

Impairment of intangible asset – healthcare (50,000) -

Loss before tax (50,000) -Attributable income tax expense - -Loss for the year from discontinued operations (attributable to owners of the Company (50,000) - Cash flows from discontinued operations Net cash outflows from operating activities - -Net cash inflows from investing activities - -Net cash inflows from financing activities - -Net cash inflows - -

8. Cash and cash equivalents (a) Reconciliation of cash and cash equivalents

For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand and in banks and investments in money market instruments, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the financial year as shown in the consolidated statement of cash flows are reconciled to the related items in the consolidated statement of financial position as follows:

Consolidated Group

2015 2014 $ $

Cash and cash equivalents 442,799 164,629 (b) Reconciliation of loss for the year to net cash flows from operating activities

Consolidated Group 2015 2014 $ $

Loss for the year (1,789,639) (1,047,754)Share based payments 103,972 36,745Write off Stuart Town expenditure - 140,708Impairment of intangible asset 50,000 -(Increase)/decrease in other receivable and prepayment (10,885) 10,901Increase in trade and other payables 107,842 79,610Increase in provisions 21,436 -Net cash (used in) operating activities (1,517,274) (779,790)

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9. Exploration and evaluation expenditure Consolidated Group 2015 2014 $ $ Exploration at cost at the beginning of the period - 82,630Acquisition costs - -Expenditure incurred 1,284 58,078)Write off of Stuart Town expenditure - (140,708)

Closing balance 1,284 -

Total expenditure incurred and carried forward in respect of specific projects

- Rocky Gully Project (EL70/4622) 1,284 -

- Stuart Town Gold (EL 7948) - -

Total carried forward exploration expenditure 1,284 - 10. Intangible assets

Patents Intellectual

Property Development

costs Total $ $ $ $ Gross carrying amount Balance at 1 July 2013 - 50,000 - 50,000 Additions - - - - Balance at 30 June 2014 - 50,000 - 50,000 Additions - - - - Balance at 30 June 2015 - 50,000 - 50,000 Accumulated amortisation and impairment

Balance at 1 July 2013 - - - - Amortisation expense - - - - Impairment write down - - - - Balance at 30 June 2014 - - - - Amortisation expense - - - - Impairment write down - (50,000) - (50,000) Balance at 30 June 2015 - (50,000) - (50,000) Net book value As at 30 June 2014 - 50,000 - 50,000 As at 30 June 2015 - - - -

Impairment Testing

The intangible assets have been written down to their estimated realisable value as determined by the Directors.

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11. Trade and other payables

Consolidated Group

2015 2014 $ $

Trade, other payables and accruals 219,950 118,427Superannuation 8,719 -BAS payable - 2,400 228,669 120,827

12. Issued capital

2015 2014 $ $ 696,539,557 (407,360,141) fully paid ordinary shares 36,315,416 34,458,688 (a) Movement in ordinary share capital

Date Details Number of

shares $

01/07/2013 Opening balance 314,297,641 33,789,13623/08/2013 Issued during the year at $0.008 75,000,000 600,00008/10/2013 Issued during the year at $0.008 16,875,000 135,00011/03/2014 Issued during the year at $0.006 1,187,500 7,005

Share issue costs (72,453)

30/06/2014 Balance at the end of the year 407,360,141 34,458,688

Date Details Number of

shares $

01/07/2014 Opening balance 407,360,141 34,458,68808/07/2014 Issued during the year at $0.006 75,000,000 450,00008/08/2014 Issued during the year at $0.006 96,472,000 578,83221/08/2014 Issued during the year at $0.008 8,750,000 70,00023/12/2014 Issued during the year at $0.005 40,000,000 200,000

09/03/2015 Issued during the year at $0.01 68,957,416 689,574

Share issue costs (131,678)

30/06/2015 Balance at the end of the year 696,539,557 36,315,416

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands or on a poll every holder of ordinary shares present at a meeting in person or by proxy is entitled to one vote. F

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12. Issued capital (continued) (b) Options

As at 30 June 2015, there were 106,000,000 unissued ordinary shares under option (30 June 2014: 118,500,000). These options are exercisable as follows:

Details No of Options Date of Expiry Conversion Price $ Management incentive options 10,000,000 31/12/2015 0.02 10,000,000 31/12/2015 0.04 10,000,000 31/12/2015 0.06 7,500,000 16/12/2016. 0.02 7,500,000 16/12/2016. 0.04 7,500,000 16/12/2016. 0.06 2,500,000 24/11/2017 0.02 2,500,000 24/11/2017 0.04 2,500,000 24/11/2017 0.08 Consultant options 2,000,000 11/03/2017 0.02 2,000,000 11/03/2017 0.04 2,000,000 11/03/2017 0.06 Free attaching offer on public offer 40,000,000 31/12/2015 0.01 106,000,000

Subsequent to 30 June 2015, the share capital of the Company was consolidated on a 1 for 2 basis. Additionally, the management incentive options were cancelled, with 34,500,000 new 5 year options with exercise prices of $0.025, $0.03 and $0.04 being issued, on a post consolidated basis. 2015 2014 No. No. Balance at beginning of the year 118,500,000 91,793,540 Granted during the year 47,500,000 28,500,000 Exercised during the year - - Forfeited/expired during the year (60,000,000) (1,793,540) Balance at the end of the year 106,000,000 118,500,000

(c) Capital Management

Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term shareholder value and ensure that the Group can fund its operations and continue as a going concern. The Group’s debt and capital include ordinary share capital and financial liabilities, supported by financial assets. The Group is not subject to any externally imposed capital requirements. Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues. F

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13. Share Based Payments

(a) Recognised share-based payment expense

The expense recognised for options and shares issued during the year is shown in the table below:

2015 2014 $ $

Expense arising from equity-settled share-based payment transactions

103,972 36,745

The following option arrangements were in existence during the current and prior reporting periods:

Option Series Number Grant Date

Expiry Date

Exercise Price

Fair Value at Grant Date

Issued 28 Nov 2012 (i) 10,000,000 28/11/2012 31/12/2015 $0.02 $0.0012 Issued 28 Nov 2012 (i) 10,000,000 28/11/2012 31/12/2015 $0.04 $0.0006 Issued 28 Nov 2012 (i) 10,000,000 28/11/2012 31/12/2015 $0.06 $0.0004 Issued 16 Dec 2013 (ii) 7,500,000 28/11/2013 16/12/2016 $0.02 $0.0018 Issued 16 Dec 2013 (ii) 7,500,000 28/11/2013 16/12/2016 $0.04 $0.0011 Issued 16 Dec 2013 (ii) 7,500,000 28/11/2013 16/12/2016 $0.06 $0.0006 Issued 11 Mar 2014 (ii) 2,000,000 07/03/2014 11/03/2017 $0.02 $0.0008 Issued 11 Mar 2014 (ii) 2,000,000 07/03/2014 11/03/2017 $0.04 $0.0007 Issued 11 Mar 2014 (ii) 2,000,000 07/03/2014 11/03/2017 $0.06 $0.0006 Issued 24 Nov 2014 (ii) 2,500,000 24/11/2014 24/11/2017 $0.02 $0.0031 Issued 24 Nov 2014 (ii) 2,500,000 24/11/2014 24/11/2017 $0.04 $0.0020 Issued 24 Nov 2014 (ii) 2,500,000 24/11/2014 24/11/2017 $0.08 $0.0007 (i) Options will vest at date of issue (ii) Options will vest after one year from date of issue.

(b) Types of share-based payment plans

(i) Options There were $33,972 share based payments relating to options in 2015 (2014: $29,740). The following tables lists the inputs to the model used:

No of options 7,500,000 7,500,000 7,500,000 2,000,000 2,000,000 2,000,000

Grant date 28/11/13 28/11/13 28/11/13 07/03/14 07/03/14 07/03/14Share price 0.6 cent 0.6 cent 0.6 cent 0.59 cents 0.59 cent 0.59 centExercise price 2.0 cents 4.0 cents 6.0 cents 2.0 cents 4.0 cents 6.0 centsRisk-free interest rate 3.03% 3.03% 3.03% 2.9% 2.9% 2.9%Vesting Conditions and Period (A) (A) (A) (A) (A) (A)Expiry date 16/12/16 16/12/16 16/12/16 11/03/17 11/03/17 11/03/17

Volatility 168% 168% 168% 157% 157% 157%

Fair value at grant date (cents) 0.18 0.11 0.06 0.08 0.05 0.03 F

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13. Share Based Payments (continued)

No of options 2,500,000 2,500,000 2,500,000Grant date 24/11/14 24/11/14 24/11/14Share price 0.7 cent 0.7 cent 0.7 centExercise price 2.0 cents 4.0 cents 8.0 centsRisk-free interest rate 2.56% 2.56% 2.56%Vesting Conditions and Period (A) (A) (A)Expiry date 24/11/17 24/11/17 24/11/17Volatility 1.75% 1.75% 1.75%Fair value at grant date before discount (cents)

0.56 0.51 0.46

Discount for 20 day VWAP condition 30% 50% 80%Discount for being unlisted 20% 20% 20%Fair value after discounts 0.31 0.20 0.07

(A) These options will vest one year from date of issue and only if the 20 Business Day VWAP has

exceeded the Exercise Price. The options will expire 3 years after the date of issue.

(ii) Shares There were $70,000 share based payments relating to shares in 2015 (2014: $7,005). (c) Summary of share based payment options granted The following table illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options issued during the year:

2015 2015 2014 2014 No WAEP No WAEPOutstanding at the beginning of the year 58,500,000 0.0400 31,793,540 0.1577Granted during the year 7,500,000 0.0467 28,500,000 0.0400Exercised during the year - - - -Expired/forfeited during the year - - (1,793,540) (0.1577)Outstanding at the end of the year 66,000,000 0.0408 58,500,000 0.0400

(d) Weighted average of remaining contractual life The weighted average remaining contractual life for the share options outstanding as at 30 June 2015 is 1.16 years (2014: 1.99 years). (e) Range of exercise price The range of exercise prices for options outstanding at the end of the year was $0.02-$0.08 (2014: $0.02-$0.06). (f) Weighted average fair value The weighted average fair value of options granted during the year was approximately $0.0020 (2014: $0.0010). (g) Share options exercised during the year No options were exercised in 2015 or 2014.

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14 Financial Risk Management

Risk management is the role and responsibility of the board. The Group's current activities expose it to minimal risk. However, as activities increase there may be exposure to interest rate, market, credit, and liquidity risks.

(a) Interest Rate Risk

The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows:

Floating interest

rate

1 year or

less

Over 1 year to 5 years

More than 5 years

Non interest bearing

Total

$ $ $ $ $ $ 30 June 2015 Financial Assets Cash and deposits 403,200 - - - 39,599 442,799Trade and other receivables - - - - 6,201 6,201 403,200 - - - 45,800 449,000Weighted average interest rate 1.45%

Financial liabilities Trade and other payables - - - - 228,669 228,669 - - - - 228,669 228,669

30 June 2014 Financial Assets Cash and deposits 144,676 - - - 19,953 164,629Trade and other receivables - - - - 2,500 2,500Deposits and bonds - - - - 10,000 10,000 144,676 - - - 32,453 177,129Weighted average interest rate 2.40%

Financial liabilities Trade and other payables - - - - 120,827 120,827 - - - - 120,827 120,827

(b) Market risk

The Group is not exposed to equity securities price risk as it holds no investments in securities classified on the balance sheet either as available-for-sale or at fair value through profit or loss; or to commodity price risk.

(c) Credit risk

The Group has no significant concentrations of credit risk and as such, no sensitivity analysis is prepared by the Group.

(d) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash to meet commitments as and when they fall due. The Group manages liquidity risk by preparing forecasts and monitoring actual cash flows and requirements for future capital raisings. The Group does not have committed credit lines available, which is appropriate given the nature of its operations. Surplus funds are invested in a cash management account with Westpac Banking Corporation which is available as required. The material liquidity risk for the Group is the ability to raise equity in the future. (e) Effective interest rate and repricing analysis

Cash and cash equivalents are the only interest bearing financial instruments of the Group.

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15. Key management personnel disclosures Consolidated Group

(a) Key management personnel compensation 2015 2014

$ $

Short-term employee benefits 370,849 254,908

Non-monetary benefits - -Post-employment benefits 26,609 18,969Share based payments 27,689 26,776

425,147 300,653

Detailed remuneration disclosures are provided in sections 1 to 4 of the Remuneration Report in the Directors’ Report. Outside the Company’s directors, the Company had 1 employee as at 30 June 2015 (30 June 2014: Nil employee).

16. Remuneration of auditors

Consolidated Group

2015 2014

$ $ During the year the following fees (exclusive of GST) were paid or payable for services provided by the auditor of the Company:

Audit services Audit and review of financial report and other audit work under the Corporations Act 2001 28,055 13,598

Non-audit services

Other services provided 11,000 -

Total remuneration for audit and other services 39,055 13,598

The auditors of Metalicity Limited (formerly PLD Corporation Limited) are Stantons International. 17. Contingent liabilities and contingent assets

The Company has been named as the second defendant in proceedings filed in the Supreme Court of NSW relating to the M-Cor modular hip system. The Company denies all liability and continues to rely on the Deed of Company Arrangement (DoCA) which was effectuated on 23 November 2011, for its full force and effect. The DoCA was posted on the ASX on 20 July 2011. The Company disposed of all of its business of designing, developing, engineering, manufacturing, marketing, selling and servicing the Equator+ and M-Cor product lines on 27 March 2009. Furthermore, all the Company’s subsidiaries were excised from the Company and transferred into the Creditors’ Trust established as part of the DoCA. F

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18. Commitments for expenditure

The Group has the following commitments contracted for at the reporting date that have not been recognised as a liability:

Admiral Bay Project Acquisition the payment of A$500,000;

the grant of a royalty equal to 1.5% NSR on production at the Admiral Bay Project;

the issue of 500 convertible notes each with a face value of A$1,000 and which are convertible into Shares at Kagara’s election by the Company; and


Rocky Gully Project Acquisition the issue of 14,375,000 shares at a deemed price of $0.02 (on a post consolidated basis)

Rocky Gully East Project Acquisition the payment of A$50,000

Exploration and Expenditure Commitments

In order to maintain the mineral tenements in which the Group is involved, the Group is committed to fulfill the minimum annual expenditure conditions under which the tenements are granted. Minimum annual expenditure required to maintain the Group’s tenement and tenements under option is $759,100. This obligation is capable of being varied from time to time. Exploration expenditure commitments beyond this time cannot be reliably determined. Upon completion of the Admiral Bay project, the Group has committed to spending not less than $5,000,000 over 3 years on the project.

19. Related Party transactions

(a) Key management personnel

Disclosures relating to key management personnel are set out in Note 15 and the detailed remuneration disclosures to the Directors’ Report.

(b) Transaction with related parties

Xstract Mining Consultants Pty Ltd, a company associated with Mathew Longworth, charged the Company for geological services on normal commercial terms and conditions. Xstract Mining Consultants Pty Ltd invoiced $1,781 (excluding GST) since becoming a director on 29 September 2014 (2014: $Nil).

Pager Partners Corporate Advisory Pty Ltd, a company associated with Jonathan Pager, charged the Company for office rental on normal commercial terms and conditions. Pager Partners Corporate Advisory Pty Ltd invoiced $Nil (exclusive GST) for the current year (2014: $4,613).

(c) Outstanding balances arising from sales / purchases of goods and services

Related parties are owed $Nil (2014: $Nil) at the reporting date.

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20. Earnings per share Consolidated Group

2015 2014

(a) Basic earnings per share Cents Cents

Loss from continuing operations attributable to the ordinary equity holders of the Company

(0.28) (0.27)

Loss from discontinued operations (0.01) - (0.29) (0.27)

(b) Diluted earnings/(loss) per share


(0.28) (0.27)

Loss from discontinued operations (0.01) - (0.29) (0.27)

(c) Reconciliation of profit/(loss) used in calculating earnings per share

2015

$ 2014

$Basic and diluted profit/(loss) per share


(1,739,639) (1,047,754)

Loss from discontinued operations (50,000) - (1,789,639) (1,047,754)

(d) Weighted average number of shares used as the denominator

2015 2014

Number NumberWeighted average number of ordinary shares used as the denominator in calculating basic earnings/(loss) per share 616,444,552 390,814,593 Adjustment for calculation of diluted profit/(loss) per share - Options - -

Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings/(loss) per share 616,444,552 390,814,593

As the Company made a loss for the year ended 30 June 2015, the options on issue have no dilutive effect. Therefore, dilutive loss per share is equal to basic loss per share.

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21. Group entities Country of

incorporation Interest

2015 Interest

2014Parent entity Metalicity Limited (formerly PLD Corporation Limited)

Australia

Subsidiary Stuart Town Gold Pty Ltd Australia 100% 100%

22. Parent entity information Statement of financial position

As at 30 June 2015

ASSETS

Parent 2015

$

Parent2014

$Current assets Cash and cash equivalents 442,799 164,629Trade and other receivables 6,201 2,500Prepayments 19,853 12,669Total current assets 468,853 179,798 Non-current assets Exploration and evaluation expenditure 1,284 -Intangible assets - 50,000Total non-current assets 1,284 50,000TOTAL ASSETS 470,137 229,798 LIABILITIES Current liabilities Trade and other payables 228,669 120,827Provisions 21,436 -Total current liabilities 250,105 120,827 TOTAL LIABILITIES 250,105 120,827

NET ASSETS 220,032 108,971 EQUITY Contributed equity 36,315,416 34,458,688Other reserves 87,088 53,116Accumulated losses (36,182,472) (34,402,833)TOTAL EQUITY 220,032 108,971 (Loss) of the parent entity (1,779,639) (1,062,221)Total comprehensive (loss) of the parent entity (1,779,639) (1,062,221)

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23. Subsequent events Other than the following, the directors are not aware of any significant events since the end of the reporting period: 1. the Company consolidated its equity on a 1 for 2 basis

2. the Company cancelled 60,000,000 director options and issued them with 34,500,000 five year options with exercise prices of $0.025, $0.03 and $0.04.

3. the Company issued 6,000,000 five year options to employees under the Employee Incentive Scheme with exercise prices of $0.025, $0.03 and $0.04.

4. on 2 July 2015, the Company received shareholder approval to change its scale and nature to become an exploration company. At this meeting, shareholders also approved:

(a) the acquisition of the Admiral Bay Project, being EL4/1610, ML4/244 and ML4/249. The consideration payable by the Company for the acquisition of the Admiral Bay Project is:

the payment of A$500,000;

the grant of a royalty equal to 1.5% NSR on production at the Admiral Bay Project by the Company to Kagara;

the issue of 500 convertible notes each with a face value of A$1,000 and which are convertible into Shares at Kagara’s election by the Company to Kagara; and


(b) the acquisition of a 90% interest in the Rocky Gully Project , being EL70/2801, EL70/4543 and EL70/4437. The consideration payable by the Company is:

the issue of 14,375,000 Shares at a deemed issue price of A$0.02 per share (on a post-Consolidation basis).

(c) the acquisition of the Rocky Gully East Project , being EL70/4436. The consideration payable by the Company is:

the payment of A$50,000 cash and a royalty equal to 1.5% NSR on minerals derived from the Rocky Gully East Project.

(d) to change the Company’s name to Metalicity Limited.

5. a condition of the sale of a 1% NSR over the Admiral Bay Project for USD$5,000,000 is the completion of the Admiral Bay Project acquisition. As stated in point 3 above, shareholders approved this acquisition on 2 July 2015.

The acquisition of the Admiral Bay Project, Rocky Gully Project and Rocky Gully East Project, and the sale of the 1% NSR has not completed at the date of this report.

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ASX Additional Information

48

Additional Information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below. The shareholder information was applicable as at 21 July 2015. (a) Substantial Shareholder The substantial shareholder is: Name

Number HeldPercentage of Issued

SharesResource Capital Fund VI LP 34,478,708 9.90HD & DM Warner 31,930,983 9.17

(b) Voting Rights Ordinary Shares On a show of hands every member present at a meeting of shall have one vote and upon a poll each share shall have one vote. Options There are no voting rights attached to the options (c) Distribution of Equity Security Holders Category Ordinary Fully Paid Shares % Issued Capital1 – 1,000 323,918 0.091,001 – 5,000 933,062 0.275,001 – 10,000 487,036 0.1410,001 – 100,000 16,315,246 4.68100,001 and over 330,210,392 94.82Total 348,269,654 100.00

There were 1141 holders of less than a marketable parcel of ordinary shares. F

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(d) Equity Security Holders The names of the twenty largest holders of quoted equity securities are listed below:

Name

Number Held Percentage of Issued

Shares

1. MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED 34,478,918 9.90

2. RANCHLAND HOLDINGS PTY LTD <FT # 1 A/C> 12,444,168 3.57

3. ELLIOT HOLDINGS PTY LTD <CBM FAMILY A/C> 11,200,000 3.22

4. MR HUGH WARNER + MRS DIANNE WARNER <CBM SUPERANNUATION A/C> 11,145,000 3.20

5. HOLLOWAY COVE PTY LTD <HOLLOWAY COVE S/F A/C> 10,950,000 3.14

6. MR DAVID ARTHUR PAGANIN <D A PAGANIN FAMILY NO 2 A/C> 10,493,431 3.01

7. MACROCON PTY LTD <MACONDO FAMILY A/C> 9,589,427 2.75

8. MR RICHARD GORDON WHITE 7,542,750 2.17

9. PALAZZO NOMINEES PTY LTD <PALAZZO INVESTMENTS A/C> 7,500,000 2.15

10. KINGTIDE SUPER PTY LTD <AK SUPER FUND A/C> 6,030,000 1.73

11. UNITED EQUITY PARTNERS PTY LTD <POLYCORP FAMILY A/C> 5,500,000 1.58

12. FOUNTAIN OAKS PTY LTD <LIMBS FAMILY SUPER FUND A/C> 5,125,000 1.47

13. MR GAURAV NAGARAJAN GHOSH 3,950,116 1.13

14. POLFAM PTY LTD <POLLAK SUPERANNUATION A/C> 3,583,333 1.03

15. MR MATTHEW ANTHONY VARADY 3,189,036 0.92

16. THE BRAND CONNECTION PTY LTD 2,674,618 0.77

17. MR JEFFREY DOUGLAS PAPPIN + MRS RAELENE HEATHER PAPPIN <JDP SUPER FUND A/C>

2,600,000 0.75

18. ELLIOT HOLDINGS PTY LTD <CBM FAMILY A/C> 2,500,000 0.72

19. FERGUSON SUPERANNUATION PTY LTD <FERGUSON SUPERFUND A/C> 2,500,000 0.72

20. RANCHLAND HOLDINGS PTY LTD 2,500,000 0.72

Total 155,495,797 44.65

Unquoted equity securities Number on Issue Number of

HoldersOptions exercisable at 2 cents before 31 December 2015 20,000,000 13Options exercisable at 4 cents before 11 March 2017 1,000,000 1Options exercisable at 8 cents before 11 March 2017 1,000,000 1Options exercisable at 12 cents before 11 March 2017 1,000,000 1Options exercisable at 2.5 cents before 23 July 2020 13,500,000 6Options exercisable at 3 cents before 23 July 2020 13,500,000 6Options exercisable at 4 cents before 23 July 2020 13,500,000 6

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(e) Tenement List:

Project TEN ID Holder Granted Expires Area Sq

Km



Admiral Bay EL04/1610 Kagara Ltd 04/09/2007 03/09/2017 118

Rocky Gully EL70/2801 Atriplex Ltd 07/06/2007 6/06/2016 64

Rocky Gully EL70/4543 Atriplex Ltd 10/10/2014 09/10/2019 454

Rocky Gully EL70/4437 T V Tatterson 20/08/2014 19/08/2019 512

Rocky Gully EL70/4436 Third Reef P/L 05/06/2014 04/06/2019 226

Rocky Gully EL70/4622 PLD Corporation Ltd 03/02/2015 02/02/2020 174

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Documents

Formerly PLD Corporation Limited - ASX · Formerly PLD Corporation Limited ABN 92 086 839 992 Annual report for the financial year ended 30 June 2015 For personal use only