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30 June 2015 MERCANTILE INVESTMENT COMPANY LIMITED ABN 15 121 415 576 Annual Report
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Page 1: MERCANTILE INVESTMENT COMPANY LIMITED ABN · PDF filemercantile investment company limited abn 15 121 415 576 ... territory law. ... 30 june 2015-mercantile investment company limited

30 June 2015

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576

Annual Report

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Contents Page No.

Portfolio Composition 1

Chairman’s Letter 2

Directors' Report 3

Corporate Governance Statement 8

Auditor's Independence Declaration 9

Consolidated Statement of Profit or Loss and Other Comprehensive Income 10

Consolidated Statement of Financial Position 11

Consolidated Statement of Changes in Equity 12

Consolidated Statement of Cash Flows 13

14

35

36

38

39

Independent Audit Report to the Members of Mercantile Investment Company Limited

Directors’ Declaration

Notes to the Financial Statements

ASX Additional Information

Corporate Directory

ABN 15 121 415 576

Table of Contents

MERCANTILE INVESTMENT COMPANY LIMITED

Annual Financial Report - 30 June 2015

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Australian Securities Exchange Listed Investments Total Value $

Ingenia Communities Group 17,208,113

Unity Pacific Group 2,341,835

Fitzroy River Corporation Limited 1,879,305

Joyce Corporation Limited 1,080,000

Ask Funding Limited 896,427

Cellnet Group Limited 703,409

IPE Limited 634,959

Hastings High Yield Fund 629,226

Stanmore Coal Limited 534,900

Pacific Brands Limited 320,000

Ezeatm Corporation Limited 315,763

White Energy Company Limited 300,000

Phosphate Australia Limited 260,737

Alternative Investment Trust 230,000

Boom Logistics Limited 226,578

Altona Mining Limited 210,000

Attila Resources Limited 160,000

Rutila Resources Limited 157,897

Multiplex European Property Fund 135,000

Qrxpharma Limited 119,762

Mount Gibson Iron Limited 100,000

Krucible Metals Limited 71,000

Reverse Corporation Limited 67,500

Timpetra Resources Limited 46,657

Viking Mines Limited 45,000

Aurora Minerals Limited 43,950

Black Oak Minerals Limited 40,000

Exterra Resources Limited 30,000

Modun Resources Limited 30,000

Yancoal Australia Limited 15,000

Oriental Technologies Investment Limited 3,600

Oncard International Limited 3,500

Trustees Aust Limited 3,021

Cockatoo Coal Limited 3,000

Sub-total 28,846,139

Listed International Investments

Kirkcaldie & Stains Limited (NZ) 204,020

Impact Holdings (UK) PLC 1,111,162

Sub-total 1,315,182

Unlisted Domestic Investments

Adelaide Managed Funds Asset Backed Yield Trust 977,805

Afterpay Holdings Pty Limited 500,000

Vantage Goldfields Limited 98,000

Dolomatrix International Limited 16,500

Sub-total 1,592,305

Unlisted International Investments

Foundation Life (NZ) Holdings Limited 3,945,188

Sub-total 3,945,188

Total Portfolio Position at 30 June 2015 35,698,814

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

Portfolio CompositionAs at 30 June 2015

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Dear Shareholders,

-

-

-

-

Yours sincerely,

Sir Ron Brierley

Chairman

Sydney

28 September 2015

We conducted a merger of equals with Murchison Metals Ltd which resulted in the issue of 18.2 million shares,

lifting paid capital to 268.8 million shares.

MVT invested $4.75 million in Foundation Life (NZ) Holdings Ltd which purchased the Life Assurance Funds of

Tower Ltd. We have confidence this will prove to be a very rewarding investment and have already received an

initial two dividends.

In March we launched a monumentally unsuccessful takeover offer for Phosphate Australia Ltd (POZ) which did

not attract a single acceptance. We continue to monitor the performance of POZ (in which we hold 9%) but as

we predicted, it remains very poor.

Since balance date, a takeover offer for ASK Funding Ltd has been more successful and we now hold 71.74% of

the capital.

Overall the portfolio has expanded quite considerably but some of the exposures are very small. Our largest investment

Ingenia Communities Ltd continues to account for more than 40% of the portfolio.

Chairman’s Letter

We anticipate another successful year in 2015/16.

MERCANTILE INVESTMENT COMPANY LIMITED

The Directors have pleasure in presenting the Annual Report and Accounts of Mercantile Investment Company Ltd (MVT) for

the year ended 30 June 2015.

ABN 15 121 415 576 and Controlled Entities

Since the present Board took control of the company early in 2012, net assets per share have increased from 6.4c to 14.39c

which represents a compound return of approximately 38% per annum.

The latest year has been a busy and largely productive one –

For the year ended 30 June 2015

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Directors

Sir Ron Brierley Chairman & Non-Executive Director

Mr Gabriel Radzyminski Non-Executive Director

Mr James Chirnside Independent Non-Executive Director

Mr Ronald Langley Independent Non-Executive Director

Dr Gary Weiss

Mr Daniel Weiss Non-Executive Director (Appointed 25 February 2015)

Company Secretary

Company Secretary

Joint Company Secretary (Appointed 31 October 2014)

Principal Activities

Operating Results

Dividends Paid or Recommended

No dividends were paid or are payable for the year ended 30 June 2015.

Review of operations

-

-

For the year ended 30 June 2015

There was no significant change in the nature of the entity’s principal activities during the financial year.

The Directors of Mercantile Investment Company Limited ("the Company") present their report together with the financial

statements of the Company for the year ended 30 June 2015.

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

The names of Directors in office at any time during or since the end of the year are:

Directors' Report

Non-Executive Director (Resigned 25 February 2015 and appointed as an

Alternate Director for Mr Daniel Weiss)

The principal activities of the entity during the financial year were investment in cash and securities which will provide

attractive risk adjusted returns, including by way of short term trading, profit making ventures and holding shares for dividend

yield/long term capital appreciation, as appropriate.

Mark Licciardo

Matthew Rowe

The Operating Loss arises primarily from the unrealised loss in movement of market value of investments held for trading.

During the year the Net Tangible Assets (after tax) increased from $0.135 to $0.144 (2014: increased from $0.100 to $0.135).

The Company generated Comprehensive Income, net of tax, for the year ended 30 June 2015 of $11.23m (2014: Profit of

$7.53m), and an Operating Loss, net of tax of $0.75m (2014: Loss of $0.11m).

Comprehensive Income per share is a profit of 4.19 cents (2014: 3.00 cents). The market price of the Company’s shares

decreased over the year from $0.135 per share at 30 June 2014 to $0.125 per share at 30 June 2015 (2014: increased from

$0.10 per share to $0.135 per share).

The increase in NTA is primarily due to the increase in the market value of the Company’s investments in listed securities as

well as interest, dividend and other income received during the year.

During the year, the Company continued to invest in listed securities it believes offer attractive risk adjusted returns, including

profit making ventures and holding shares for dividend yield/long term capital appreciation, as appropriate.

The merger with Murchison Metals Limited (MMX) was completed on 8 July 2014.

The Scheme Consideration was issued as follows:

Scrip Consideration – 0.3171 new shares was issued for each MMX share held by Scheme participants as at 1

July 2014. 18,186,971 new shares were issued at a price of $0.1523 per share.

Cash Consideration - $0.0483 was distributed for each MMX share held by Scheme participants as at 1 July

2014. The total Cash Consideration was distributed as a cheque or direct deposit on 8 July 2014.

The Company obtained control of MMX on 8 July 2014 and MMX was included in the consolidated Group from that date.

3

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Directors' Report (continued)

Events occurring after the reporting period

Future Developments, Prospects and Business Strategies

Environmental regulations

Information on Directors and Company Secretary

Sir Ron Brierley (Chairman and Non-Executive Director)

Mr Gabriel Radzyminski - BA (Hons), MCom (Non-Executive Director)

Mr James Chirnside (Independent Non-Executive Director)

ABN 15 121 415 576 and Controlled Entities

On 27 August 2015, a short term loan of $3,000,000 was advanced to the Company by Sir Ron Brierley to fund purchase of

investments. Interest was payable at 2% per annum. The loan and interest are expected to be re-paid in the next financial

year.

The operations of the Company are not subject to any particular environmental regulations under a Commonwealth, State or

Territory law.

James has been exclusively focussed on investment management for thirty years in Sydney, Hong Kong, London, and

Melbourne.

James is a Director of Mann Distribution Pty Limited, a marketing agent for Mannbio Holdings Limited. Mannbio Holdings is a

specialist Biopharma Fund Manager founded in the UK by investor Jim Mellon.

James ran Asia Pacific Asset Management (APAM) between 2002 and 2012. APAM was an Australian and Asian equities

fund, and Fund manager. From 2000-2001 James worked for Challenger Financial Group in Sydney as a product

development manager responsible for hedge fund investments. During the 1990’s James managed emerging market hedge

funds in Hong Kong and London for Regent Fund Management - now AIM listed Charlemagne Capital. Between 1988 and

1992 James ran a Proprietary trading book for County NatWest Investment Bank, based in London. Here he was primarily

focussed on Country Funds and derivative arbitrage strategies.

Experience and special responsibilities

Gabriel is the founder and Managing Director of Sandon Capital Pty Ltd, a boutique investment management and advisory

firm. He is the portfolio manager of the Sandon Capital Activist Fund, a fund targeting underperforming companies. Sandon

Capital also provides advisory services to shareholders seeking to implement activist strategies.

He is Chairman of Sandon Capital Investments Limited and is a non-executive director of Ask Funding Limited, Chesser

Resources Limited and Future Generation Investment Company Limited.

MERCANTILE INVESTMENT COMPANY LIMITED

Directors' Report

For the year ended 30 June 2015

On 6 July 2015, the Company's shares began trading, following a compliance listing on the NZX Main Board. The NZX code

is MVT.

Interest in Shares and Options - 122,411,120 ordinary shares beneficially held by Siblow Pty Ltd at 30 June 2015.

On 4 June 2015 Mercantile announced to the ASX an off-market takeover offer by Mercantile OFM Pty Ltd (Mercantile OFM)

(ACN 120 221 623), a wholly owned subsidiary of Mercantile, for all of the ordinary shares in ASX listed Ask Funding Limited

(AKF) (ACN 094 503 385) (ASX code AKF) that Mercantile did not own. The offer closed on 14 August 2015 and the

Company received acceptances totalling 71.74%. Offer consideration totalling $2,656,009 will be paid on or before 4

September 2015.

Experience and special responsibilities

Apart from the above, no events have occurred subsequent to the balance date that would require adjustment to, or disclosure

in, the financial report.

The Company will continue to selectively invest in share market and other investment opportunities that Directors consider

offer the prospect for attractive risk-adjusted returns both in Australia and overseas.

Sir Ron founded Brierley Investments Ltd in 1961 and as Chairman of that company implemented his investment approach

successfully over the next 30 years, retiring as a director in 2001. Sir Ron was appointed Chairman of Guinness Peat Group

PLC (GPG) in 1990 where he also applied his investment approach. GPG was renamed (Coats Group PLC) on 6 March

2015. Sir Ron stepped down as a director of Coats Group PLC on 21 April 2015.

4

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Directors' Report (continued)

Mr. Ronald Langley - BCom (Hons) (Independent Non-Executive Director)

Mr.Daniel Weiss - BCom, LLB (Non-Executive Director)

Appointed 25 February 2015

Dr. Gary Weiss - LLB (Hons), LLM, JSD (Alternate Director)

Company Secretary

Mark Licciardo - B Bus(Acc), GradDip CSP, FGIA, FCIS, GAICD

Matthew Rowe - BA (Hons), MSc Corp Gov, AGIA, ACIS (Joint Company Secretary)

Appointed 31 October 2014

He is the Chairman of the Audit & Risk Committee and a member of the Nomination & Remuneration Committee.

James holds directorships in Cadence Capital Limited, WAM Capital Limited, Dart Mining NL and Ask Funding Limited.

Ron has been an international value investor for the past 36 years and has held directorships in companies in several

countries around the world. After living in the US for 25 years and building 2 substantial businesses, Ron returned to Sydney in

2009 and manages a personal investment fund which includes some unlisted emerging companies. Rons holds a directorship

in YPB Group Limited.

Experience and special responsibilities

Ron is the Chairman of the Nomination & Remuneration Committee and a member of the Audit & Risk Committee.

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

Mark is a Managing Director of Mertons Corporate Services Pty Ltd (Mertons) which provides company secretarial and

corporate governance consulting services to ASX listed and unlisted public and private companies. Mark has also had an

extensive commercial banking career with the Commonwealth Bank and State Bank Victoria. Mark is a former Chairman of

the Governance Institute Australia (GIA) in Victoria, former Chairman of the Melbourne Fringe Festival, a fellow of GIA, a

graduate member of the Australian Institute of Company Directors (AICD) and a Director of several public and private

companies.

Experience and special responsibilities

Directors' Report

For the year ended 30 June 2015

Remuneration Report (Audited)

Experience and special responsibilities

Gary resigned as a Non-Executive Director on 25 February 2015 and was appointed as an Alternate Director for Mr Daniel

Weiss.

Experience and special responsibilities

Matthew is the Joint Company Secretary for Mercantile, and is a Corporate Governance Advisor with Mertons Corporate

Services Pty Ltd.

Interest in Shares and Options - 12,500,000 fully paid ordinary shares at 30 June 2015.

Prior to working at Mertons, Matthew managed the Company Secretarial Team for a UK based Fund Manager specialising in

investment companies listed on the Main Market, Alternative Investment Market and Specialist Funds Market of the London

Stock Exchange, Euronext and Channel Island Stock Exchanges. Matthew has a Masters in Corporate Governance from

Bournemouth University (UK).

Gary is the Chairman of Clearview Wealth Ltd and Ridley Corporation Limited, Executive Director of Ariadne Australia Limited,

and a director of Premier Investments Limited, Ridley Corporation Limited, Pro-Pac Packaging Limited and Victor Chang

Cardiac Research Institute.

Gary has extensive international business experience and has been involved in numerous cross-border mergers and

acquisitions.

Interest in Shares and Options - 14,915,001 ordinary shares held by Portfolio Services Pty Limited and 540,000 held by HSBC

Custody Nominees (Australia) Limited.

Daniel is the Investment Manager at Ariadne Australia Limited, an ASX-listed investment company. Prior to joining Ariadne in

2007, he worked in private equity and fund management in the United Kingdom. Daniel has a Bachelor of Commerce from

the University of New South Wales and a Bachelor of Laws from the University of Sydney.

This report details the nature and amount of remuneration for each Director of the Company. The current employees of the

Company are six Non-Executive Directors. The Company Secretary is remunerated under a service agreement with Mertons

Corporate Services Pty Ltd.

5

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Directors' Report (continued)

Remuneration Policy

Directors’ Remuneration

Short Term

Employee

Benefits

Post

Employment

Benefits

Total

Cash, Salary &

Commissions

Super-

annuation

$ $ $

30 June 2015

Directors

Sir Ron Brierley - - -

Mr. Gabriel Radzyminski 129,155 12,617 141,772

Mr. James Chirnside 19,782 1,879 21,661

Mr. Ronald Langley 15,000 1,425 16,425

Dr. Gary Weiss (including GST) 13,489 - 13,489

Mr. Daniel Weiss (including GST) 4,517 - 4,517

181,943 15,921 197,864

30 June 2014

Directors

Sir Ron Brierley - - -

Mr. Gabriel Radzyminski 15,000 1,388 16,388

Mr. James Chirnside 15,000 1,388 16,388

Mr. Ronald Langley 15,000 1,388 16,388

Mr Gary Weiss (including GST) 17,985 - 17,985

62,985 4,164 67,149

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

Directors' Report

For the year ended 30 June 2015

Remuneration Report (Audited)(continued)

The remuneration policy has been tailored to align the interest between shareholders, executive directors and non-executive

directors.

The Directors are the only people considered to be key management personnel of the company.

Cash, salary and superannuation shown above for Mr. Gabriel Radzyminski reflect director’s fees $15,000 and cash bonus

payment of $125,000 (inclusive of super) paid on 31 March 2015.

Where specialist services beyond the normal expectations of a Non-Executive Director are provided to the company, payment

will be made on a normal commercial basis. Works under this arrangement have been carried out by Gabriel Radzyminski

through Sandon Capital Pty Limited at arm’s-length market rates. Further details are contained in Note 23.

Cash, salary and superannuation shown above for Dr Gary Weiss reflect monthly director’s fees paid to Ariadne Australia

Limited and include GST. Director's fees paid from 1 July 2014 to 25 Feb 2015.

Cash, salary and superannuation shown above for Mr. Daniel Weiss reflect monthly director’s fees paid to Ariadne Australia

Limited and include GST. Director's fees paid from 25 Feb 2015 to 30 June 2015.

The Board’s policy is to remunerate Non-Executive Directors at market rates for time, commitment and responsibilities. The

Remuneration Committee determines payments to the Non-Executive Directors and reviews their remuneration annually,

based on market practice, duties and accountability. Independent external advice is sought when required. The maximum

aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at the Annual

General Meeting. Fees for Non-Executive Directors are not linked to the performance of the Company. However, to align

Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company.

6

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Directors' Report (continued)

Meetings of Directors

Attendances by each director during the year were as follows:

Number of Eligible

Meetings to Attend

Number Attended Number of Eligible

Meeting to Attend

Number

Attended

3 3 2¹ 2

3 3 2¹ 2

3 3 2 2

3 3 2 2

2 2 1¹ 1

1 1 1¹ 1

¹ Directors were attended Audit & Risk Committee Meetings by invitation.

Indemnifying Officers or Auditor

Proceedings on Behalf of Company

Non-Audit Services

Auditor’s Independence Declaration

Signed in accordance with a resolution of the Board of Directors.

Director

28 September 2015

The Board of Directors, in accordance with advice from the Audit & Risk 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. The Directors are satisfied that the services disclosed below did not compromise the external auditor’s

independence for the following reasons:

Mr. James Chirnside

Mr. Ronald Langley

The nature of the services provided do not compromise the general principles relating to auditor independence in

accordance with the Corporations Act 2001 and APES 110: Code of Ethics for Professional Accountants set by

the Accounting Professional and Ethical Standards Board.

The lead auditor’s independence declaration as required under s.307c of the Corporations Act 2001 for the year ended 30

June 2015 is set out on page 9.

During or since the end of the financial period the Company has given an indemnity or entered into an agreement to

indemnify, or paid or agreed to pay insurance premiums.

All non-audit services are reviewed and approved by the Audit and Risk Committee prior to commencement to

ensure they do not adversely affect the integrity and objectivity of the auditor; and

Details of the amount of the premium paid in respect of the insurance policies are not disclosed.

The Company was not a party to any such proceedings during the period.

No non-audit services were performed by the current auditors during the year ended 30 June 2015 (2014: Nil).

Gabriel Radzyminski

Dr. Gary Weiss

Mr. Daniel Weiss

The Company has paid premiums to insure each of the Directors against liabilities for costs and expenses incurred by them in

defending any legal proceedings arising out of their conduct while acting in the capacity of director of the Company, other than

conduct involving a wilful breach of duty in relation to the Company or the improper use by the Directors of their position.

No person has applied for leave of Court to bring proceedings on behalf of the Company or 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 any part of those

proceedings.

Sir Ron Brierley

Mr. Gabriel Radzyminski

Audit & Risk

For the year ended 30 June 2015

Directors'

Meetings

Committee Meetings

Directors' Report

ABN 15 121 415 576 and Controlled Entities

MERCANTILE INVESTMENT COMPANY LIMITED

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ABN 15 121 415 576 and Controlled Entities

Introduction

Accordingly, a copy of the Company’s CGS is available on the Company’s website at www.mercantileinvestment.com.au

under the Governance section.

Corporate Governance Statement

The Board of Directors of Mercantile Investment Company Limited (`MVT’ or `the Company’) is responsible for the corporate

governance of the Company. The Board has chosen to prepare the Corporate Governance Statement (“CGS”) in accordance

with the third edition of the ASX Corporate Governance Council’s Principles and Recommendations under which the CGS may

be made available on a company’s website.

MERCANTILE INVESTMENT COMPANY LIMITED

8

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Note 30 June 2015 30 June 2014

Revenue $ $

Investment Related Income 2 1,812,284 398,143

Other Income 2 104,331 75,514

Realised (Loss) / Gains on Trading Portfolio (26,882) (184)

Unrealised (Loss)/Gains on Market Value Movement - Trading Portfolio (1,436,524) 451,175

453,209 924,648

Expenses

Fund Administration Expenses (18,756) (4,432)

3 (199,179) (67,324)

Listed Company Expenses 3 (858,750) (717,444)

Marketing & Development Expenses (16,013) (5,387)

Occupancy Expenses (14,562) (13,673)

Depreciation 13 (2,765) (5,010)

Finance Costs (46,982) (84,589)

(1,157,007) (897,859)

Profit / (Loss) Before Income Tax (703,798) 26,789

Income Tax Benefit / (Expense) 4 (46,843) (135,351)

Loss for the period (750,641) (108,562)

Other Comprehensive Income

Gain on Revaluation of Available-for-sale Financial Assets

Items that will not be reclassified to profit or loss:

Gain on disposal of investments available for sale 6,955,730 3,150,200

Fair Value Adjustment 1e 7,185,385 6,407,883

Deferred Tax Impact relating to items that will not be reclassified 1c (2,155,617) (1,922,365)

Other Comprehensive Income for the Year, Net of Tax 11,985,498 7,635,718

Total Comprehensive Income for the Year 11,234,857 7,527,156

Loss Attributable to:

Members of the Parent Entity (750,641) (108,562)

Non-Controlling Interest - -

(750,641) (108,562)

Total Comprehensive Income Attributable to:

Members of the Parent Entity 11,234,857 7,527,156

Non-Controlling Interest - -

11,234,857 7,527,156

From Continuing Operations

- Basic loss per share (cents per share) 8 (0.28) (0.04)

- Diluted loss per share (cents per share) 8 (0.28) (0.04)

From Comprehensive Income

- Basic earnings per share (cents per share) 8 4.19 3.00

- Diluted earnings per share (cents per share) 8 4.19 3.00

The above statement should be read in conjunction with the accompanying notes.

MERCANTILE INVESTMENT COMPANY LIMITED

Remuneration Expenses

For the year ended 30 June 2015

Consolidated Statement of Profit or Loss and Other Comprehensive Income

ABN 15 121 415 576 and Controlled Entities

Figures prior to 8 July 2014 do not contain the financial results of Murchison Metals Limited as this was prior to the merger

with Mercantile Investment Company Limited.

Earnings per Share

Consolidated

10

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Notes 30 June 2015 30 June 2014

$ $

Assets

Current Assets

Cash and Cash Equivalents 9 6,117,624 1,129,258

Trade and Other Receivables 10 84,098 34,924

Financial Assets - Fair Value through profit or loss 11 3,278,374 4,866,296

Other Assets 12 43,582 193,120

Tax Assets - 59

Total Current Assets 9,523,678 6,223,657

Non - Current Assets

Financial Assets - Available for Sale 11 32,420,440 34,449,927

Trade and Other Receivables 10 713,558 871,534

Property, Plant & Equipment 13 3,065 5,830

Deferred Tax Assets 15 243,861 36,218

Total Non-Current Assets 33,380,924 35,363,509

Total Assets 42,904,602 41,587,166

Liabilities

Current Liabilities

Trade and Other Payables 16 1,764,491 138,318

Borrowings 17 - 2,912,241

Tax Liability 473,096 -

Total Current Liabilities 2,237,587 3,050,559

Non‑Current Liabilities

Deferred Tax Liabilities 15 2,455,990 4,830,215

Total Non‑Current Liabilities 2,455,990 4,830,215

Total Liabilities 4,693,577 7,880,774

Net assets 38,211,025 33,706,392

Equity

Issued Capital 18 27,404,109 24,773,530

Reserves 19 18,486,985 16,561,023

Retained Earnings (7,680,069) (7,628,161)

Total Equity 38,211,025 33,706,392

The above statement should be read in conjunction with the accompanying notes.

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

Consolidated

Figures prior to 8 July 2014 do not contain the financial results of Murchison Metals Limited as this was prior to the merger

with Mercantile Investment Company Limited.

Consolidated Statement of Financial Position

As at 30 June 2015

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Consolidated Notes

Issued

Share

Capital -

Ordinary

$

Retained

Earnings

$

Realised

Capital

Profits

Reserve

$

Asset

Revaluation

Reserve

$

Total

$

24,881,777 (7,519,599) 2,515,234 6,410,071 26,287,483

- (108,562) - - (108,562)

Other Comprehensive Income for the Year:

Gains on Disposal of Investments Available for

Sale to 30 June 2014 - - 3,150,200 - 3,150,200

Net unrealised gains for stocks held at 30 June

2014 - - - 4,485,518 4,485,518

- - 3,150,200 4,485,518 7,635,718

(108,247) - - - (108,247)

Balance at 30 June 2014 18 24,773,530 (7,628,161) 5,665,434 10,895,589 33,706,392

24,773,530 (7,628,161) 5,665,434 10,895,589 33,706,392

(750,641) (750,641)

-

Gains on Disposal of Investments Available for

Sale to 30 June 2015 - - 6,955,730 - 6,955,730

Realised gain on acquisition adjustment - 698,733 - 698,733

- - - (5,029,768) (5,029,768)

- 698,733 6,955,730 (5,029,768) 2,624,695

(139,295) (139,295)

2,769,874 2,769,874

Balance at 30 June 2015 18 27,404,109 (7,680,069) 12,621,164 5,865,821 38,211,025

Loss for the Year

Total Comprehensive Income for the year

Deferred tax relating to capital raising costs

The above statement should be read in conjunction with the accompanying notes.

Balance at 1 July 2014

Loss for the Year

Other Comprehensive Income for the Year:

Net unrealised loss on stocks held at 30 June 2015

Total Comprehensive Income for the year

Deferred Tax Relating to Capital Raising Costs

Murchison Scheme-MVT shares subscription

Figures prior to 8 July 2014 do not contain the financial results of Murchison Metals Limited as this was prior to the merger with

Mercantile Investment Company Limited.

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

Consolidated Statement of Changes in Equity

For the year ended 30 June 2015

Balance at 1 July 2013

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30 June 2015 30 June 2014

Note $ $

Cash Flows from Operating Activities

702,757 357,174

Trust Distributions Received 499,868 1,160,149

(873,601) (773,060)

Proceeds from Sale of Shares Held for Trading 3,891,468 3,005

Purchase of Shares Held for Trading (2,750,384) (940,573)

Capital Returned 218,562 -

Interest Received 351,061 33,695

Interest Paid (46,982) (89,794)

Other Income 25,895 -

Underwriting Fee Received - 36,500

Income Tax Paid - 230,192

Net Cash Provided by /(Used in) Operating Activities 21 2,018,644 17,288

Cash flows from Investing Activities

Proceeds from Sale of Investments 9,132,594 5,150,772

Purchase of Investments (7,796,448) (6,374,181)

Capital Return Payments 463,689 80,000

Purchase of Capital Assets - (3,192)

Net Cash provided by /(Used In) Investing Activities 1,799,835 (1,146,601)

Cash Flows from Financing Activities

IHUK Loan Advanced - (826,351)

IHUK Loan Principal Repaid 289,362 -

Proceeds from Borrowing - 1,912,241

Repayment of Borrowing (2,912,241) -

NZ Listing (139,295) -

Proceeds from Shareholders - MMX 1,162,187 -

MMX & MVT Scheme - MVT Shares Subscription 2,769,874 -

Deposit Paid for Share Purchase Agreement - (184,780)

Net Cash Provided by/ (Used in) Financing Activities 1,169,887 901,110

Net Increase in Cash and Cash Equivalents Held 4,988,366 (228,203)

Cash and Cash Equivalents at the Beginning of Financial Year 1,129,258 1,357,461

Cash and Cash Equivalents at End of Financial Year 9 6,117,624 1,129,258

MERCANTILE INVESTMENT COMPANY LIMITED

Payments to Suppliers & Employees

Dividends Received

Figures prior to 8 July 2014 do not contain the financial results of Murchison Metals Limited as this was prior to the merger

with Mercantile Investment Company Limited.

Consolidated

Consolidated Statement of Cash Flows

For the year ended 30 June 2015

The above statement should be read in conjunction with the accompanying notes.

ABN 15 121 415 576 and Controlled Entities

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NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Intercompany transactions, balances and unrealised gains or losses on transactions between group entities are fully

eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary

to ensure uniformity of the accounting policies adopted by the Group. Equity interests in a subsidiary not attributable, directly

or indirectly, to the Group are presented as "non-controlling interests". The Group initially recognises non-controlling interests

that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary's net assets on

liquidation at either fair value or at the non-controlling interests' proportionate share of the subsidiary's net assets. Subsequent

to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other

comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial

position and statement of profit or loss and other comprehensive income.

Business Combinations

Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently

applied, unless otherwise stated.

Reporting Basis and Conventions

Accounting Policies

(a) Principles of Consolidation

The financial report was authorised for issue by the Board of Directors on 28 September 2015.

MERCANTILE INVESTMENT COMPANY LIMITED

For the year ended 30 June 2015

ABN 15 121 415 576 and Controlled Entities

The financial report is a general purpose financial report that has been prepared in accordance with the Corporations Act

2001, Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and International

Financial Reporting Standards as issued by the International Accounting Standard Board. Mercantile Investment company

Limited is a for-profit entity for financial reporting purposes under Australian Accounting Standards.

The financial report includes the consolidated financial statements and notes of Mercantile Investment Company Limited and

controlled entities (‘Consolidated Group’ or ‘Group’ or ‘Company’). Mercantile Investment Company Limited is a listed public

company, incorporated and domiciled in Australia.

Except for cash flow information, the financial report has been prepared on an accruals basis and is based on historical costs,

modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial

liabilities. All amounts are presented in Australian dollars unless otherwise stated.

In preparing this financial report, the significant judgements made by management in applying the accounting policies and the

key sources of estimates or uncertainty were the same as those that applied historically.

The separate financial statements of the parent entity, the Company, have not been presented within this financial report as

permitted by the Corporations Act 2001.

Notes to the Financial Statements

Business combinations occur where control over another business is obtained and results in the consolidation of its assets

and liabilities. All business combinations, including those involving entities under common control, are accounted for by

applying the acquisition method.

The acquisition method requires the acquirer of the business to be identified. The business combination will be accounted for

as at acquisition date, which is the date that control over the acquiree, is obtained by the parent entity. At that date, the parent

entity shall recognise in the consolidated accounts, and subject to certain limited exceptions, the fair value of the identifiable

assets acquired and liabilities assumed. In addition contingent liabilities of the acquiree will be recognised where a present

obligation has been incurred and its fair value can be measured reliably.

The consolidated financial report incorporates the assets, liabilities and results of entities controlled by the Company at the

end of the reporting period. A controlled entity is any entity over which the Company has the ability and right to govern the

financial and operating policies so as to obtain benefits from the entity’s activities. In assessing the power to govern, the

existence and effect of holdings of actual and potential voting rights are considered.

Where controlled entities have entered or left the Group during the year, the financial performance of those entities is included

only for the period of the year that they were controlled.

A list of controlled entities is contained in Note 14 to the financial statements.

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Goodwill arising on acquisition is recognised initially at the excess of cost of the business combination over the acquirer’s

interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If the fair value of the

acquirer’s interest is greater than cost, the surplus is immediately recognised in profit or loss.

For the year ended 30 June 2015

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is

realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or

settle the carrying amount of the related asset or liability. With respect to non-depreciable items of property, plant and

equipment measured at fair value and items of investment property measured at fair value, the related deferred tax liability or

deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale.

Current and deferred income tax expense/ (income) is charged or credited outside profit or loss when the tax relates to items

that are recognised outside profit or loss. Except for business combinations, no deferred income tax is recognised from the

initial recognition of an asset or liability where there is no effect on accounting or taxable profit or loss.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as

well as unused tax losses.

Notes to the Financial Statements

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net

settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and

liabilities are offset where a legally enforceable right of set-off exists, and the deferred tax assets and liabilities relate to

income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is

intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future

periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

(d) Property, Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any

accumulated depreciation and impairment losses.

Plant and Equipment

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable

amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be

received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their

present values in determining recoverable amounts.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it

is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be

measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss during the financial period in

which they are incurred.

Cost is determined as the aggregate of fair values of assets given, equity issued and liabilities assumed in exchange for

control together with costs directly attributable to the business combination. Any deferred consideration payable is discounted

to present value using the entities incremental borrowing rate.

(b) Trade and Other Payables

Trade and other payables represent the liabilities for services received by the entity that remain unpaid at the end of the

reporting period. The balance is unsecured and is recognised as a current liability with the amounts normally paid within 30

days of recognition of the liability.

(c) Income Tax

The income tax expense/ (income) for the year comprises current income tax expense/ (income) and deferred tax expense/

(income).Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities/

(assets) are measured at the amounts expected to be paid to/ (recovered from) the relevant taxation authority.

Accounting Policies (Continued)

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is

probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

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e) Financial instruments

Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified ‘at

fair value through profit or loss’, in which case transaction costs are expensed to profit or loss immediately.

Financial instruments are subsequently measured at fair value, amortised cost using the effective interest rate method, or

cost.

Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition

less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference

between that initial amount and the maturity amount calculated using the effective interest method.

The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the

requirements of Accounting Standards specifically applicable to financial instruments.

Financial assets are classified at ‘fair value through profit or loss’ when they are held for trading for the purpose of short-term

profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch

or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair

value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently

measured at fair value with changes in carrying amount being included in profit or loss.

Financial assets at fair value through profit or loss

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. Gains or losses are recognised in profit or loss through the

amortisation process and when the financial asset is derecognised.

Loans and receivables

Classification and Subsequent Measurement

Available-for-sale investments are non-derivative financial assets that are either not capable of being 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 fixed or determinable payments.

Available-for-sale investments

They are subsequently measured at fair value with any remeasurements other than impairment losses and foreign exchange

gains and losses recognised in other comprehensive income. When the financial asset is derecognised, the cumulative gain

or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss.

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the

instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase or sale of

the asset (ie trade date accounting is adopted).

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation Rate

Plant and Equipment 10-25%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

For the year ended 30 June 2015

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Policies (Continued)

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are

recognised in profit or loss in the period in which they arise. When revalued assets are sold, amounts included in the

revaluation surplus relating to that asset are transferred to retained earnings.

Initial Recognition and Measurement

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater

than its estimated recoverable amount.

Notes to the Financial Statements

Depreciation

The depreciable amount of all fixed assets are depreciated on a combination of prime cost and diminishing value basis over

the asset’s useful life to the consolidated group commencing from the time the asset is held ready for use.

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e) Financial instruments (continued)

When an available-for-sale investment is disposed of, the cumulative gain or loss, net of tax thereon, is transferred from the

asset revaluation reserve to the realised capital profits reserve.

Impairment

Determination of fair value

Details of investment in subsidiaries are provided in Note 14.

h) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits available on demand with banks and other short-term highly liquid

investments with original maturities of five months or less.

(i) Trade and other Receivables

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the

effective interest method, less any provision for impairment. Refer to Note 1(f) for further discussion on the determination of

impairment losses.

(f) Impairment of Assets

At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The

assessment will include the consideration of external and internal sources of information, including dividends received from

subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, an

impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s

fair value less costs to sell and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its

recoverable amount is recognised immediately in profit or loss.

Available-for-sale financial assets are classified as non-current assets when they are expected to be sold after 12 months from

the end of the reporting period. All other available-for-sale financial assets are classified as current assets.

For the year ended 30 June 2015

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Policies (Continued)

Notes to the Financial Statements

ABN 15 121 415 576 and Controlled Entities

MERCANTILE INVESTMENT COMPANY LIMITED

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 profit or loss immediately. Also, any cumulative

decline in fair value previously recognised in other comprehensive income is reclassified to profit or loss at this point.

(g) Investment in Subsidiaries

Investment in subsidiary companies in the parent’s financial statements is stated at cost, net of any impairment losses.

Derecognition

Financial liabilities

Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or

losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised.

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 assets.

When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the Group

recognises 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.

Financial assets are derecognised where the contractual rights to receipt of cash flows expire or the asset is transferred to

another party whereby the entity 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 discharged, cancelled or have expired. The

difference between the carrying amount 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 profit or loss.

AASB 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date in the principal, or in its absence, the most advantageous

market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk.

Under AASB 13, if an investment has a bid price and an ask price, the price within the bid-ask spread that is more

representative of fair value in the circumstances shall be used to measure fair value. Accordingly, the Company uses the last

price as a basis of measuring fair value.

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(o) Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for

the current financial period.

(p) New Accounting Standards for Application in Future Periods

Accounting Standards and Interpretations issued by the AASB that are not yet mandatory applicable to the Group, together

with an assessment of the potential impact of such pronouncements on the Group when adopted in future periods, are

discussed below:

Receivables and payables are stated inclusive of GST. The net amount of GST recoverable from, or payable to the ATO is

included as part of receivables or payables in the Statement of Financial Position.

Key Estimates – Impairment

The financial assets available-for-sale and held-for-trading of the Company are valued at fair value. The Directors assess

impairment of all other assets at each reporting date by evaluating conditions specific to the Group that may lead to

impairment of these assets. Where an impairment trigger exists, the recoverable amount of the assets is determined.

In accordance with AASB 112 Income Taxes, deferred tax assets/liabilities have been recognised for unrealised losses/gains

in the investment portfolio at current tax rates to the point that management believes that they will be utilised.

Interest revenue is recognised using the effective interest method. Dividend revenue is recognised when the right to receive a

dividend has been established. All revenue is stated exclusive of the amount of goods and services tax (GST).

Notes to the Financial Statements

k) Revenue and Other Income

(l) Operating Segments

The Company has only one reportable segment. The Company operates predominantly in Australia and in one industry being

the securities industry, deriving revenue from trust distribution, dividend income, interest income and from sale of its

investment portfolio.

Accounting Policies (Continued)

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(m) 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 assume a reasonable expectation of future events and are based on current

trends and economic data, obtained both externally and within the Group.

Key Judgements - Impairment

There are no key assumptions or sources of estimation uncertainty that have a risk of causing a material adjustment to the

carrying amounts of certain assets and liabilities within the next annual reporting period.

ABN 15 121 415 576 and Controlled Entities

For the year ended 30 June 2015

AASB 9: Financial Instruments and associated Amending Standards (applicable to annual reporting periods beginning on or

after 1 January 2018).

(j) Earnings per Share (EPS)

Basic earnings per share is determined by dividing the operating profit after tax by the weighted average number of ordinary

shares outstanding during the financial year.

Diluted earnings per share is determined by dividing the operating profit after tax adjusted for the effect of earnings on

potential ordinary shares, by the weighted average number of ordinary shares (both issued and potentially dilutive) outstanding

during the financial year.

MERCANTILE INVESTMENT COMPANY LIMITED

n) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of GST, except where the amount of GST incurred is not recoverable

from the Australian Taxation Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of

the asset or as part of the expense.

The Standard will be applicable retrospectively (subject to the provisions on hedge accounting outlined 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.

Cash flows are presented in the Statement of Cash Flows on a gross basis, except for the GST component of investing and

financing activities, which are disclosed as operating cash flows.

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30 June 2015 30 June 2014

$ $

NOTE 2: REVENUE AND OTHER INCOME

Investment Related Income

702,757 357,174

499,868 -

391,097 -

218,562 40,969

1,812,284 398,143

Other Income

- Underwriting Fee - 36,500

- Sundry Income 25,895 -

- Foreign Exchange - Realised/Unrealised 78,436 39,014

Total Other Income 104,331 75,514

NOTE 3: EXPENSES

Directors Fees 181,943 62,985

Superannuation 15,921 4,164

197,864 67,149

Other 1,315 175

199,179 67,324

67,348 73,810

Audit Fees 37,420 35,640

Company Secretary Expenses 87,285 42,762

Brokerage Costs 31,280 -

Other Operating Expenses 140,680 11,197

77,959 171,708

ASIC & ASX Charges 52,939 32,429

Share Registry Costs 59,526 24,281

Services Agreement Fees 168,636 165,000

Taxation Services 135,677 160,617

858,750 717,444

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

1 A number of legal costs incurred during FY14/15 are considered non-recurring. These include costs relating to preparation of bidders

statement for proposed take-over offers for POZ and AKF as well as the MMX Scheme of Arrangement.

- Interest Income

For the year ended 30 June 2015

Legal & Professional Fees ¹

Listed Company Expenses

Accounting Fees

Notes to the Financial Statements

- Dividends Received

- Trust Distributions Received

Consolidated

Remuneration Expenses

MERCANTILE INVESTMENT COMPANY LIMITED

Total Investment Related Income

- Capital Return on Trading Portfolio

The key changes that may affect the Group on initial application include certain simplifications to the classification of financial

assets, simplifications to the accounting of embedded derivatives, upfront accounting for expected credit loss, and the

irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in other

comprehensive income. AASB 9 also introduces a new model for hedge accounting that will allow greater flexibility in the

ability to hedge risk, particularly with respect to hedges of non-financial items. Should the entity elect to change its hedge

policies in line with the new hedge accounting requirements of the Standard, the application of such accounting would be

largely prospective.

Accounting Policies (Continued)

ABN 15 121 415 576 and Controlled Entities

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30 June 2015 30 June 2014

$ $

(a) Income tax expense recognised in profit or loss

- Provision for income tax movement 432,226

- Under provision for tax - prior year (117,705)

(267,678) 135,351

46,843 135,351

(703,798) 26,789

Add: Gains on disposal of investments available for sale 6,955,730 -

1,875,580 8,037

62,120 43,994

134,694 1,171,354

73,265 67,011

Less: Tax Effect of:

- Group Gains not recognised 116 195

- Non-Assessable Income (165,561) (176,449)

(75,931) -

- Tax Losses Utilised (1,549,100) (944,240)

- Other Allowable Items - (10,096)

- Rebateable Fully Franked Dividends (207,066) (43,994)

- Deduction under Sec 40-880 (101,274) (115,812)

Deferred Tax - 135,351

46,843 135,351

641,904 495,258

207,066 146,646

473,096 -

1,322,066 641,904

ABN 15 121 415 576 and Controlled Entities

(b) The prima facie tax on (loss)/profit from ordinary activities before

income tax is as follows

Prima facie tax payable on profit from ordinary activities before income tax at

30%.

Consolidated

Franking Credits

- Non-Deductible Expenditure

(Loss)/Profit from continuing operations before income tax expense

Franking Credits on dividends received

Balance of franking account at year end arising from:

The ability for the Company to pay franked dividends is dependent upon the Company paying tax.

- Other Assessable Income

NOTE 4: INCOME TAX EXPENSE - GROUP

Notes to the Financial Statements

For the year ended 30 June 2015

MERCANTILE INVESTMENT COMPANY LIMITED

Estimated Income Tax Payable

- Deferred tax movement

Opening balance

Approximate prior year carried losses recouped as at 30 June 2015 was $5.16m (2014: $2.90m).

- Non-Deductible Expenditure

Add: Tax Effect of:

- Franking Credits

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Note 5: KEY MANAGEMENT COMPENSATION

Key Management Person Position

Sir Ron Brierley Non-Executive Director & Chairman

Mr. Gabriel Radzyminski Non-Executive Director

Mr. James Chirnside Independent Non-Executive Director

Mr. Ronald Langley Independent Non-Executive Director

Dr. Gary Weiss

Mr. Daniel Weiss Non-Executive Director (Appointed 25 February 2015)

30 June 2015 30 June 2014

$ $

(b) Aggregate compensation made to Key Management Personnel

Short-Term Benefits 181,943 62,985

Post-Employment Benefits 15,921 4,164

197,864 67,149

(c) Shareholdings

2015

Balance

1 July 2014 Net Change Other

Balance

30 June 2015

- -

- -

122,411,120 - 122,411,120

15,815,001 (360,000) 15,455,001

12,500,000 - 12,500,000

150,726,121 (360,000) 150,366,121

2014

Balance

1 July 2013 Net Change Other

Balance

30 June 2014

- - -

- - -

122,411,120 - 122,411,120

15,815,001 - 15,815,001

12,500,000 - 12,500,000

150,726,121 - 150,726,121

37,420 35,640

Consolidated

** Held through indirect interest

Mr. James Chirnside

MERCANTILE INVESTMENT COMPANY LIMITED

Mr Ronald Langley

NOTE 6: AUDITORS REMUNERATION

Remuneration of the auditor of the entity for:

- Audit and Review of Financial Report

Sir Ron Brierley**

Dr Gary Weiss**

Notes to the Financial Statements

(a) Names and Positions held of key management personnel in office at any time during the financial year are:

Number of Shares held directly, indirectly or beneficially by Key Management Personnel, or by entities to which they were

related, were:

Mr. Gabriel Radzyminski

Mr. James Chirnside

Dr Gary Weiss**

Mr. Gabriel Radzyminski

Sir Ron Brierley**

Mr Ronald Langley

** Held through indirect interest

(d) Options & Rights Holdings

There were no options held directly, indirectly or beneficially by Key Management Personnel, or by entities to which they were

related for the year ended 30 June 2015.

Non-Executive Director (Resigned 25 February 2015 and appointed as an

Alternate Director for Mr Daniel Weiss)

ABN 15 121 415 576 and Controlled Entities

For the year ended 30 June 2015

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NOTE 7: DIVIDENDS 30 June 2015 30 June 2014

$ $

Listed Investment Company capital gains account

Balance of the Listed Investment Company (LIC) capital gains account 12,621,164 5,665,434

13,289,122 6,333,392

NOTE 8: EARNINGS PER SHARE

(a) Reconciliation of earnings used in calculating basic and diluted earnings per share

Net Loss attributable to members (750,641) (108,562)

Loss used in calculating basic and diluted EPS (750,641) (108,562)

268,415,880 250,577,700

- -

268,415,880 250,577,700

Comprehensive Income:

Loss for the year (750,641) (108,562)

Other Comprehensive Income for the year, Net of Tax 11,985,498 7,635,718

Total Comprehensive Income for the year 11,234,857 7,527,156

NOTE 9: CASH AND CASH EQUIVALENTS

6,117,624 1,129,258

Cash at bank earns interest at floating rates based on daily bank deposit rates.

Reconciliation of Cash

Cash and Cash Equivalents 6,117,624 1,129,258

NOTE 10: TRADE AND OTHER RECEIVABLES

Current - Loans & Receivables

Other Receivables 74,961 13,991

Amounts Receivable from:

- Sundry Debtors 9,137 9,659

- Trust Distributions Receivable - 11,274

84,098 34,924

713,558 871,534

Consolidated

There are no balances within trade and other receivables that contain assets that are impaired. Those balances past due are

expected to be received in full. All assets are assessed for impairment and are provided for in full, where identified to be

impaired.

Cash at the end of the financial period as shown in the Statement of Cash Flows

is reconciled to items in the Statement of Financial Position as follows:

Weighted average number of options outstanding

Weighted average number of ordinary shares and options outstanding during the

year used in calculating diluted EPS

Cash at bank and in Hand

This would equate to an attributable amount of

Distributable LIC capital gains may entitle certain shareholders to a special gains concession in their taxation return, as set out

in the dividend statement. LIC capital gains available for distribution are dependent upon the disposal of investment portfolio

holdings which qualify for LIC capital gains.

No dividends were paid or provided for during the year (2014: Nil)

For the year ended 30 June 2015

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

Notes to the Financial Statements

(b) Weighted average number of ordinary shares outstanding during the period

used in calculating basic EPS

On 11 July 2013, the Company advanced GBP500,000 to Impact Holdings (UK). Interest is payable at the end of each quarter

at a rate of 4.5% per annum. $289,362 in principal was repaid and $29,422 of interest was paid during the reporting period.

Non-Current - Loans & Receivables

Loan - Impact Holdings (UK)

22

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30 June 2015 30 June 2014

AUD ($) $ $

713,558 871,534

Australia 84,098 34,924

797,656 906,458

Gross AmountPast due and

impaired<30 31 - 60 61-90 >90

Within initial

Trade Terms

2015

Other

Receivables

797,656 - 84,098 - - - 713,558

Total 797,656 - 84,098 - - - 713,558

2014

Other

Receivables

906,458 - 34,924 - 871,534

Total 906,458 - 34,924 - - - 871,534

NOTE 11: FINANCIAL ASSETS

CURRENT & NON-CURRENT

Current - Financial Assets Held-for-Trading 3,278,374 4,866,296

Non-Current -Available for Sale Financial Assets 32,420,440 34,449,927

Total Financial Assets 35,698,814 39,316,223

(a) Financial Assets Held-For-Trading Comprise:

CURRENT

- Shares in listed corporations held-for-trading 3,278,374 4,866,296

Total Current Financial Assets 3,278,374 4,866,296

(b) Available-for-Sale Financial Assets comprise:

NON-CURRENT

Investments, at fair value

- Listed domestic and international investments 26,997,447 33,929,026

- Unlisted domestic investments 1,477,805 520,901

- Unlisted international investments 3,945,188 -

Total Non-Current Financial Assets 32,420,440 34,449,927

NOTE 12: OTHER ASSETS

CURRENT

Deposits Paid - 184,780

Prepayments 43,582 8,340

Total Other Assets 43,582 193,120

Consolidated

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

For the year ended 30 June 2015

Credit Risk – Trade and Other Receivables

The Group has no significant concentration of credit risk with respect to any single counter party or group of counter parties.

The class of assets described as Non-Current - Trade and Other Receivables is considered to be the main source of credit

risk related to the Group.

On a geographical basis, the Group’s significant credit risk exposure is in United Kingdom due to the loan to Impact Holdings

(UK). The Group’s exposure to credit risk for receivables at reporting date in those regions is as follows:

United Kingdom

The following table details the Group’s trade and other receivables exposed to credit risk with ageing analysis and impairment

provided thereon. Amounts are considered as ‘past due’ when the debt has not been settled with the terms and conditions

agreed between the Group and the customer or counter party to the transaction. Receivables that are past due are assessed

for impairment by ascertaining solvency of the debtors and are provided for where there are specific circumstances indicating

that the debt may not be fully repaid to the Group.

The balances of receivables that remain within initial trading terms (as detailed in the table) are considered to be high credit

quality.

Notes to the Financial Statements

Past due but not impaired

23

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30 June 2015 30 June 2014

$ $

NOTE 13: PROPERTY, PLANT AND EQUIPMENT

PLANT & EQUIPMENT

Plant & Equipment:

At Cost 23,279 23,279

Accumulated Depreciation (21,624) (20,989)

1,655 2,290

Website Development Costs

At Cost 5,326 5,326

Accumulated Depreciation (3,916) (1,786)

1,410 3,540

Total Plant & Equipment 3,065 5,830

Plant &

Equipment

Furniture &

Fixtures

Website

Development Total

$ $ $ $

Consolidated:

Balance at 1 July 2013 3,806 1,708 2,134 7,648

Additions - - 3,192 3,192

Write-Offs - - - -

Depreciation Expense (3,001) (223) (1,786) (5,010)

Balance at 30 June 2014 805 1,485 3,540 5,830

Balance at 1 July 2014 805 1,485 3,540 5,830

Additions - - - -

Write-Offs - - - -

Depreciation Expense (412) (223) (2,130) (2,765)

Balance at 30 June 2015 393 1,262 1,410 3,065

NOTE 14: CONTROLLED ENTITIES

Percentage

June 2015

Percentage

June 2014

Parent Entity

Mercantile Investment Company Ltd 100 100

Controlled Entities of Mercantile Investment Company Ltd

Murchison Metals Ltd 100 28

Mercantile ADF Pty Ltd 100 100

Mercantile IAM Pty Ltd 100 100

Mercantile IAH Pty Ltd 100 100

Mercantile OFM Pty Ltd 100 100

ATL Exploration Pty Ltd 100 100

Jack Hills Holdings Pty Ltd 100 100

MMX Investments Pty Ltd 100 100

MMX Port Holdings Pty Ltd 100 100

MMX Rail Holdings Pty Ltd 100 100

Weld Range Mining Pty Ltd 100 100

Percentage of voting power is in proportion to ownership.

ABN 15 121 415 576 and Controlled Entities

MERCANTILE INVESTMENT COMPANY LIMITED

Australia

Australia

Australia

Australia

For the year ended 30 June 2015

Consolidated

Notes to the Financial Statements

Australia

Australia

Australia

Movements in Carrying Amounts

Movements in carrying amounts for each class of property, plant and equipment between the beginning and the end of the

current financial year:

Country of Incorporation

Australia

Australia

Australia

Australia

Australia

24

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NOTE 15: CURRENT & DEFERRED TAX

Opening

Balance

Charged to

Income

Charged Directly to

Equity Closing Balance

$ $ $ $

Deferred Tax Assets

36,218 - 110,530 146,748

- 97,113 - 97,113

Balance as at 2015 36,218 97,113 110,530 243,861

2015

Deferred Tax Liability

- 54,587 - 54,587

Fair value gain 4,830,215 (273,195) (2,155,617) 2,401,403

Balance as at 2015 4,830,215 (218,608) (2,155,617) 2,455,990

Opening

Balance

Charged to

Income

Charged Directly to

Equity Closing Balance

$ $ $ $

2014

Deferred Tax Assets

144,465 - (108,247) 36,218

Balance as at 2014 144,465 - (108,247) 36,218

Deferred Tax Liability

Fair value gain 2,772,498 135,351 1,922,366 4,830,215

Balance as at 2014 2,772,498 135,351 1,922,366 4,830,215

30 June 2015 30 June 2014

NOTE 16: TRADE AND OTHER PAYABLES

Unsecured Liabilities

Trade payables 311,703 66,828

Sundry payables 1,452,788 71,447

GST payable - 43

Total 1,764,491 138,318

NOTE 17: BORROWINGS

Current

Unsecured Short-Term Loan - 2,912,241

NOTE 18: ISSUED CAPITAL

268,764,671 (2014: 250,577,700) fully paid securities 27,404,109 24,773,530

(a) Ordinary Shares

2015

No.

2014

No.

2015

$

2014

$

250,577,700 250,577,700 24,773,530 24,881,777

18,186,971 - 2,769,874 -

Capital Raising Costs - - (139,295) (108,247)

268,764,671 250,577,700 27,404,109 24,773,530

(b) Capital Management

MERCANTILE INVESTMENT COMPANY LIMITED

Transaction costs on equity issue

Accrued income movements & other timing

differences

Transaction costs on equity issue

For the year ended 30 June 2015

ABN 15 121 415 576 and Controlled Entities

18,186,971 fully paid ordinary shares were issued on 8 July 2014 ( by Scheme of Arrangement) at a price of $0.1523 per

share.

At the beginning of reporting period

Movement in Ordinary Shares issued during

period:

MVT & MMX Scheme of Arrangement

At Reporting Date - 30 June 2015

Management controls the capital of the Group in order to provide shareholders with returns through capital growth in the

medium to long term and ensure that the entity can fund its operations and continue as a going concern.

Notes to the Financial Statements

Consolidated

Accrued expense movements

25

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NOTE 18: ISSUED CAPITAL (CONTINUED)#REF!

30 June 2015 30 June 2014

$ $

NOTE 19: RESERVES

Asset Revaluation Reserve 5,865,821 10,895,589

Realised Capital Gains Reserve 12,621,164 5,665,434

18,486,985 16,561,023

(a) Asset Revaluation Reserve

Opening balance at 1 July 10,895,589 6,410,071

Revaluation of Investment Portfolio (7,185,383) 6,407,883

Provision for Tax on Unrealised Gains 2,155,615 (1,922,365)

Closing balance at 30 June 5,865,821 10,895,589

-

(b) Realised Capital Gains Reserve

Opening balance at 1 July 5,665,434 2,515,234

Gain on disposal of investment available for sale 6,955,730 3,150,200

Closing balance at 30 June 12,621,164 5,665,434

NOTE 21: CASH FLOW INFORMATION

30 June 2015 30 June 2014

$ $

Loss after income tax (750,641) (108,562)

Non-Cash Flows in Profit or Loss:

- Net Gains/ (Loss) on Disposal of Investments 26,882 184

- Unrealised (Gains)/ Loss on Foreign Currency (78,436) (45,185)

- Depreciation 2,765 5,010

- Unrealised (Gains)/ Loss on Market Value Movement 2,560,722 (315,825)

- Increase in Income Tax Payable 46,843 919,867

Changes in assets and liabilities:

- (Increase) / Decrease in Trade Receivables 40,036 454,370

- (Increase) / Decrease in Other Assets (149,540) 395

- (Increase) / Decrease in Financial Assets Trading 463,159 (937,568)

- Increase / (Decrease) in Trade Payables & Accruals (143,146) 44,602

Cash Flow from Operations 2,018,644 17,288

-

Consolidated

For the year ended 30 June 2015

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

The net capital gains on disposal of investments held for sale for the year was $6,955,730 and has been transferred to the

Realised Capital Gains Reserve.

Notes to the Financial Statements

NOTE 20: CONTINGENT LIABILITIES AND CONTINGENT ASSETS

There are no contingent assets or liabilities as at 30 June 2015 (2014:Nil).

Consolidated

(a) Reconciliation of Cash Flow from Operating Activities

with Profit after Income Tax

The Company had a loan of $2,912,241 advanced by Sir Ron Brierley that was repaid prior to 31 December 2014. The

Company does not have any debt as at 30 June 2015.

The Company does not have any externally imposed capital requirements.

The asset revaluation reserve records revaluations of non-current assets. This includes available-for-sale investments.

Upon disposal of investments, the net gain or loss is transferred from the asset revaluation reserve to the Realised Capital

Profits Reserve as referred to in note 1(e).

26

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NOTE 22: PARENT ENTITY 30 June 2015 30 June 2014

Statements of Financial Position $ $

Assets

Current Assets 10,265,205 6,183,776

Non-Current Assets 36,006,114 35,397,804

Total Assets 46,271,319 41,581,580

Liabilities

Current Liabilities 5,748,740 3,049,629

Non-Current Liabilities 2,455,990 4,830,215

Total Liabilities 8,204,730 7,879,844

Net Assets 38,066,589 33,701,736

Equity

Issued Capital 27,404,109 24,773,530

Retained Earnings (7,824,505) (7,632,817)

Reserves 18,486,985 16,561,023

Shareholders' Equity 38,066,589 33,701,736

Statement of Profit or Loss and Other Comprehensive Income

Profit / (Loss) (191,688) 27,439

Total Comprehensive Income 11,793,811 7,663,157

NOTE 23: RELATED PARTY TRANSACTIONS

Transactions with related parties

228,636 165,000

18,006 17,985

125,000 -

- 1,912,241

NOTE 24: FINANCIAL RISK MANAGEMENT

Financial Assets

Cash and Cash Equivalents 6,117,624 1,129,258

Trade and Other Receivables 84,098 34,924

Financial assets at fair value through profit or loss 3,278,374 4,866,296

Available-for-sale financial assets 32,420,440 34,449,927

Loans 713,558 871,534

42,614,094 41,351,939

Financial Liabilities

Trade and other payables 1,764,491 138,318

Borrowings - 2,912,241

1,764,491 3,050,559

Sandon Capital Pty Ltd is an entity associated with Mr. Gabriel Radzyminski.

Sandon Capital provided general consulting, corporate advisory and accounting

services to Mercantile Investment. All dealings are conducted at arm’s length on

normal commercial terms.

Ariadne Australia Limited is an entity associated with Dr.Gary Weiss and Mr

Daniel Weiss. Director’s fees for Dr Gary Weiss and Mr Daniel Weiss were paid to

Ariadne Australia Limited at the same rate as other Directors’ of the Company but

including GST.

The Board awarded of discretionary cash bonus to Mr Gabriel Radzyminski of

$250,000 (inclusive of super). The first instalment of $125,000 was paid in March

2015. The second instalment of $125,000 will be paid in March 2016.

A short-term loan was advanced to the Company by Sir Ron Brierley to fund

purchases of investments. Interest was payable at 5% per annum.

The loan has been fully repaid prior to 31 December 2014.

Financial Risk Management

Consolidated

For the year ended 30 June 2015

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

Notes to the Financial Statements

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NOTE 24: FINANCIAL RISK MANAGEMENT (CONTINUED)

Level 1

$

Level 2

$

Level 3

$

Total

$

2015

Financial Assets:

Available-for-sale financial assets

- Unlisted domestic investments - 1,477,805 - 1,477,805

- Unlisted international investments - 3,945,188 - 3,945,188

26,997,447 - - 26,997,447

26,997,447 5,422,993 - 32,420,440

Held-for-trading financial assets

- Shares in listed corporations 3,278,374 - - 3,278,374

2014

Financial Assets:

Available-for-sale financial assets

- Units in unlisted trust - - 520,901 520,901

- Shares in listed corporations 33,929,026 - - 33,929,026

33,929,026 - 520,901 34,449,927

Held-for-trading financial assets 4,866,296 - - 4,866,296

30 June2015

$

30 June 2014

$

1,477,805 520,901

3,945,188 -

26,997,447 33,929,026

3,278,374 4,866,296

35,698,814 39,316,223

The financial instruments recognised at fair value in the statement of financial position have been analysed and classified

using a fair value hierarchy reflecting the significance of the inputs used in making the measurements. The fair value hierarchy

consists of the following levels:

• (Level 1) - Quoted prices in active markets for identical assets or liabilities;

• (Level 2) - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly

(as prices) or indirectly (derived from prices); and

• (Level 3) - Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Specific Financial Risk Exposures and Management

The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting

of interest rate risk and foreign currency risk. There have been no substantive changes in the types of risks the Group is

exposed to, how these risks arise, or the Board’s objectives, policies and processes for managing or measuring the risks from

the previous year.

Held-for-trading Financial Assets

- Shares in listed corporations

- Listed domestic and international

investments

AYT, Afterpay Holdings Pty limited, Vantage Goldfields Limited and Dolomatrix International Limited are illiquid, unlisted

domestic investments. Foundation Life (NZ) Holdings Limited is an unlisted international investment.

(i) Price Risk

The Group’s exposure to price risk, which is the risk that an instruments value will fluctuate as a result of changes in a

securities price on classes of financial assets and liabilities, is as follows:

Financial Assets held-for-trading

Consolidated

The Group is exposed to share price risk through its investment holdings on the Australian Securities Exchange. All equity

investments (other than investments in Asset Backed Yield Trust (AYT), Afterpay Holdings Pty Limited, Foundation Life (NZ)

Holdings Limited, Vantage Goldfields Limited and Dolomatrix International Limited) are publicly traded on Australian Securities

Exchange (ASX) and holdings are predominantly in small capitalisation companies with varying degrees of liquidity. IHUK is

listed on the London Stock Exchange (LSE).

Financial Risk Management Policies (Continued)

Available for sale financial assets - Unlisted domestic investments

Available for sale financial assets - Unlisted international investments

Available for sale financial assets - Listed domestic and international investments

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

For the year ended 30 June 2015

Notes to the Financial Statements

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NOTE 24: FINANCIAL RISK MANAGEMENT (CONTINUED)

Specific Financial Risk Exposures and Management (Continued)

(ii) Foreign Currency Risk

30 June 2015

$

30 June 2014

$

Financial Assets

Loans to IHUK 713,558 871,534

Listed International Investments:

- Kirkcaldie & Stains Limited (NZ) 204,020 -

- Impact Holdings (UK) PLC 1,111,162 -

2,028,740 871,534

(iii) Interest Rate Risk

Weighted

Average

Effective

Interest Rate

2015 2015 2014 2,015 2014

Financial Assets:

Cash and Cash Equivalents 2.34% 6,117,624 1,129,258 - -

Trade and Other Receivables - - -

Loan Receivable 4.50% - 713,558 871,534

Total Financial Assets 6,117,624 1,129,258 713,558 871,534

Financial Liabilities:

Trade and Other Payables - - - -

Borrowings - - - 2,912,241

Total Financial Liabilities - - - 2,912,241

Net Exposure 6,117,624 1,129,258 713,558 (2,040,707)

As at 30 June 2015, the Group had the following exposure in Australian Dollars to British Pounds and Australian Dollars to

New Zealand NZD without any currency hedging:

Floating Interest Rate

$

For the year ended 30 June 2015

Notes to the Financial Statements

At 30 June 2014 the Company had a loan of $2,912,241 advanced by Sir Ron Brierley to fund the Company’s purchase of

shares in domestic and overseas corporations. Interest was payable at 5% per annum on the loan from Sir Ron and the loan

and interest was repaid before 31 December 2014.

As at 30 June 2015, the Group is exposed to fluctuations in the British Pound/Australian Dollar and New Zealand

(NZD)/Australian Dollar exchange rate arising from the Company's international investments.

Consolidated

The Company earns interest from loan to Impact Holdings (UK) PLC. Interest is payable at the end of each quarter at a rate

of 4.5% per annum.

Consolidated

The Group’s exposure to interest rate risk, which is the risk that the financial instruments value will fluctuate as a result of

changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial

liabilities, is as follows:

ABN 15 121 415 576 and Controlled Entities

Fixed Interest Rate

$

MERCANTILE INVESTMENT COMPANY LIMITED

29

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NOTE 24: FINANCIAL RISK MANAGEMENT (CONTINUED)

Specific Financial Risk Exposures and Management (Continued)

(iii) Interest Rate Risk (continued)

2015 2014 2,015 2014

Financial Assets

Cash and Cash Equivalents - - 6,117,624 1,129,258

Trade and Other Receivables - - 84,098 34,881

Loan Receivable - - 713,558 871,534

Total Financial Assets - - 6,915,280 2,035,673

Financial Liabilities

Trade and Other Payables 1,764,491 138,318 1,764,491 138,318

Borrowings - - - 2,912,241

Total Financial Liabilities 1,764,491 138,318 1,764,491 3,050,559

Net exposure (1,764,491) (138,318) 5,150,789 (1,014,886)

(iv) Liquidity Risk

2015Within 1 Year

$

1 to 5 Years

$

Over 5 Years

$

Total Contracted

Cash Flows

$

1,764,491 - - 1,764,491

1,764,491 - - 1,764,491

6,117,624 - - 6,117,624

84,098 - - 84,098

- 713,558 - 713,558

- 32,420,440 - 32,420,440

3,278,374 - - 3,278,374

9,480,096 33,133,998 - 42,614,094

7,715,605 33,133,998 - 40,849,603 Net inflow on Financial Instruments

The table below reflects all contractually fixed pay-offs and receivables for settlement, repayments and interest resulting from

recognised financial assets and liabilities as of 30 June 2015. Cash flows for financial assets and liabilities without fixed

amount or timing are based on the conditions existing at 30 June 2015.

The table below reflects the maturity of financial assets and liabilities based on management’s expectations. Actual timing may

therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities reflects the

earliest contractual settlement dates.

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

Consolidated

Financial Assets - cash flows realisable

Cash and Cash Equivalents

Trade and Other Receivables

Financial Liabilities due for payment

Total Expected Outflows

The Group’s objective is to maintain sufficient cash and cash equivalents to meet the needs of its operations through cash

flow monitoring and forecasting, which is done on a monthly basis.

Non-Interest Bearing

$

Investments-Available-for-sale

Trade and Other Payables

Total anticipated inflows

Loan

For the year ended 30 June 2015

Total

$

Notes to the Financial Statements

Held-for-trading - Fair value through profit or

loss

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NOTE 24: FINANCIAL RISK MANAGEMENT (CONTINUED)

Specific Financial Risk Exposures and Management (Continued)

(iv) Liquidity Risk (Continued)

2014Within 1 Year

$

1 to 5 Years

$

Over 5 Years

$

Total Contracted

Cash Flows

$

138,318 2,912,241 - 3,050,559

138,318 2,912,241 - 3,050,559

1,129,258 - - 1,129,258

34,924 - - 34,924

- 871,534 - 871,534

- 34,449,927 - 34,449,927

4,866,296 - - 4,866,296

6,030,478 35,321,461 - 41,351,939

5,892,160 32,409,220 - 38,301,380

(v) Credit Risk

Fair values derived may be based on information that is estimated or subject to judgment, where changes in assumptions may

have a material impact on the amounts estimated. Where possible, valuation information used to calculate fair value is

extracted from the market, with more reliable information available from markets that are actively traded. In this regard, fair

values for listed securities have been valued at the quoted market price at balance date adjusted for transaction costs

expected to be incurred.

Cash and Cash Equivalents

Financial Liabilities due for payment

For the year ended 30 June 2015

Receivable balances are monitored on an ongoing basis and the Group has no debts past due or impaired.

Net Fair Values

The Group’s financial assets and liabilities are carried at amounts that approximate their fair value.

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

Trade and Other Payables

Total Expected Outflows

Financial Assets - cash flows realisable

Net inflow on Financial Instruments

Held-for-trading - Fair value through profit or

loss

Total anticipated inflows

The fair values of financial assets and financial liabilities are presented in the following table and can be compared to their

carrying values as presented in the Statement of Financial Position. Fair values are those amounts that an asset could be

exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.

Notes to the Financial Statements

Credit risk arises from the financial assets of the Group, which comprise equity investments, cash and cash equivalents and

trade and other receivables. The Group’s exposure to credit risk arises from potential default of the counterparty, with a

maximum exposure equal to the carrying amount of these instruments.

Cash is only invested with highly rated financial institutions in Australia.

Trade and Other Receivables

Loan

Investments-Available-for-sale

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NOTE 24: FINANCIAL RISK MANAGEMENT (CONTINUED)

Specific Financial Risk Exposures and Management (Continued)

(v) Credit Risk (Continued)

Note

Net Carrying

Value

2015

$

Net Fair Value

2015

$

Net Carrying

Value

2014

$

Net Fair Value

2014

$

i 6,117,624 6,117,624 1,129,258 1,129,258

i 84,098 84,098 34,924 34,924

iii 713,558 713,558 871,534 871,534

ii

1,477,805 1,477,805 520,901 520,901

ii

3,945,188 3,945,188 - -

ii

26,997,447 26,997,447 33,929,026 33,929,026

ii3,278,374 3,278,374 4,866,296 4,866,296

42,614,094 42,614,094 41,351,939 41,351,939

i 1,764,491 1,764,491 138,318 138,318

iii - - 2,912,241 2,912,241

1,764,491 1,764,491 3,050,559 3,050,559

(i)

(ii)

(iii)

Available for Sale Investments -

Unlisted International

Investments

Available for Sale Investments -

Listed Domestic and

International investments

Held-for-trading - Fair value

through profit or loss

Trade and Other Payables

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

For the year ended 30 June 2015

Consolidated

Financial Assets

Cash & Cash Equivalents

Trade & Other Receivables

Loan

Available for Sale Investments -

Unlisted Domestic Investments

Borrowings

Total Financial Liabilities

The fair values disclosed in the above table have been determined based on the following methodologies:

Cash and cash equivalents, trade and other receivables and trade and other payables are short-term instruments

in nature whose carrying value is equivalent to fair value.

Listed available-for-sale and held-for-trading financial assets are included in Level 1 of the hierarchy under

Financial Risk Management Policies. The fair value of these financial assets has been based on the closing

quoted last prices at the end of the year.

Total Financial Assets

Financial Liabilities

Borrowings and loans receivable are short-term in nature and recorded at fair value.

Unlisted investments are included in Level 2 of the hierarchy under Financial Risk Management Policies. The fair

value of AYT has been determined based on unaudited net tangible asset value of that investment as at 30 June

2015. Afterpay Holdings Pty Limited was valued at cost based on the subscription price. Foundation Life (NZ)

Holdings Limited was valued at cost based on the subscription price. Vantage Goldfields Limited and Dolomatrix

International Limited were delisted and they were valued at cost based on the closing price of last trading.

Notes to the Financial Statements

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30 June 2015 30 June 2014

$ $

NOTE 24: FINANCIAL RISK MANAGEMENT (CONTINUED)

Sensitivity Analysis

Price Risk

Held-for-trading financial assets

Change in Profit

- Increase in portfolio prices by 20.0% 655,675 973,259

- Decrease in portfolio prices by 20.0% (655,675) (973,259)

Available-for-sale financial assets

Change in equity

- Increase in portfolio prices by 20.0% 6,484,088 6,889,985

- Decrease in portfolio prices by 20.0% (6,484,088) (6,889,985)

Interest Rate Risk

Change in Profit

30,588 5,646

(30,588) (5,646)

30,588 5,646

(30,588) (5,646)

Apart from the above, no events have occurred subsequent to the balance date that would require adjustment to, or disclosure

in, the financial report.

On 27 August 2015, a short term loan of $3,000,000 was advanced to the Company by Sir Ron Brierley to fund purchase of

investments. Interest was payable at 2% per annum. The loan and interest are expected to be re-paid in the next financial

year.

Available-for-sale financial assets are passively managed on a longer term basis and are fair valued through the equity

reserves, with no effect on the Statement of Comprehensive Income unless sold or impaired.

On 6 July 2015, the Company's shares began trading, following a compliance listing on the NZX Main Board. The NZX code

is MVT.

On 4 June 2015 Mercantile announced to the ASX an off-market takeover offer by Mercantile OFM Pty Ltd (Mercantile OFM)

(ACN 120 221 623), a wholly owned subsidiary of Mercantile, for all of the ordinary shares in ASX listed Ask Funding Limited

(AKF) (ACN 094 503 385) (ASX code AKF) that Mercantile did not own. The offer closed on 14 August 2015 and the

Company received acceptance totalling 71.74%. Offer consideration totalling $2,656,009 will be paid on or before 4

September 2015.

- Increase in interest rate by 0.5%

- Decrease in interest rate by 0.5%

Change in Equity

- Increase in interest rate by 0.5%

- Decrease in interest rate by 0.5%

NOTE 25: EVENTS SUBSEQUENT TO BALANCE DATE

Held-for-trading financial assets are actively managed on a short term basis and are fair valued through the Statement of

Comprehensive Income. Any movement in the portfolio price will be realised in the Statement of Comprehensive Income.

MERCANTILE INVESTMENT COMPANY LIMITED

The Group has performed a sensitivity analysis relating to its exposure to price risk, foreign currency risk and interest rate risk,

at the end of the reporting period. This sensitivity analysis demonstrates the effect on the current year results and equity which

could result from a change in these risks.

For the year ended 30 June 2015

Consolidated

ABN 15 121 415 576 and Controlled Entities

Notes to the Financial Statements

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NOTE 26: COMPANY DETAILS

The registered office of the Company:

Mercantile Investment Company Limited

Level 11, 139 Macquarie Street

SYDNEY NSW 2000

The principal place of business:

Mercantile Investment Company Limited

Level 11, 139 Macquarie Street

SYDNEY NSW 2000

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

For the year ended 30 June 2015

Notes to the Financial Statements

34

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DIRECTORS' DECLARATION

(a)

(b)

Director

28 September 2015

1. the financial statements and notes, as set out on pages 10 to 34, are in accordance with the Corporations Act 2001, and:

comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to the financial

statements, constitutes compliance with International Financial Reporting Standards (IFRS); and

give a true and fair view of the financial position as at 30 June 2015 and of the performance for the year ended

on that date of the consolidated group;

2. in the Directors' opinion 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 Directors have been given the declarations required by S295A of the Corporations Act 2001 from the Chief Executive

Officer and Chief Financial Officer.

This declaration is made in accordance with a resolution of the Board of Directors.

Gabriel Radzyminski

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

For the year ended 30 June 2015

In accordance with a resolution of the Directors of Mercantile Investment Company Limited, the Directors of the Company

declare that:

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ASX ADDITIONAL INFORMATION

Information as at 31 August 2015

RangeTotal Holders Units

% of Issued

Capital

1 – 1,000 675 243,349 0.09%

1,001 – 5,000 1,360 4,051,191 1.51%

5,001 – 10,000 488 3,860,948 1.43%

10,001 – 100,000 666 21,358,024 7.95%

100,001 and over 117 239,251,159 89.02%

Total 3,306 268,764,671 100%

Unmarketable Parcels

Minimum

Parcel SizeHolders Units

% of Issued

Capital

Minimum $500.00 parcel at $0.130 per unit 3,846 1,711 2,790,547 1.04%

Top 20 Holders of Fully Paid Ordinary Shares

Rank Names Units % of Units

1 103,764,634 38.61

2 26,150,522 9.73

3 18,646,486 6.94

4 14,915,001 5.55

5 12,500,000 4.65

6 8,000,000 2.98

7 4,462,193 1.66

8 3,737,896 1.39

9 2,507,490 0.93

10 2,250,926 0.84

11 2,050,000 0.76

12 2,020,973 0.75

13 1,960,000 0.73

14 1,917,649 0.71

15 1,401,212 0.52

16 1,193,152 0.44

17 1,117,100 0.42

18 1,070,334 0.40

19 1,028,488 0.38

20 1,000,000 0.37

211,694,056 78.76

Substantial Security Holders

Names Number of securities % of securities

103,764,634 38.61

26,150,522 9.73

18,646,486 6.94

14,915,001 5.55

Siblow Pty Ltd

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

Australian Minerals Corporation Pty Ltd <JAP=FEBP

A/C>

Avenue 8 Pty Limited < Gan Super Fund A/C>

For the year ended 30 June 2015

Citicorp nominees Pty Ltd

HSBC Custody Nominees (Australia) Ltd

McNeil Nominees Pty Ltd

Portfolio Services Pty Ltd

Mr Frederick Bruce Wareham

G W Holdings Pty Ltd <Edwina A/C>

The number of investors holding shares within the ranges outlined in the table and the number of investors holding less than a

marketable parcel of shares on 31 August 2015 is shown below:

Siblow Pty Ltd

G W Holdings Pty Ltd <Edwina A/C>

Portfolio Services Pty Ltd

Shares (ASX: MVT)

Mr Edward James Stephen Dally + Mrs Selina Dally <Lekdal Family

A/C>

Treasure Island Hire Boat Company Pty Ltd <Staff Super Fund

Account>

Mr Ronald Langley + Mrs Rhonda Elizabeth Langley

LIC Investments Pty Ltd <LIC Investments Unit A/C>

Mercantile Investment Company Ltd New Zealand

ABN Amro Clearing Sydney nominees Pty Ltd <Custodian A/C>

K Q R Pty Ltd

Abbawood Nominees Pty Ltd <Abbott Family S/F No.1 A/C>

Forsyth Barr Custodial Ltd < Forsyth Barr Ltd - Nominee A/C>

McNeil Nominees Pty Ltd

JP Morgan nominees Australia

Investment Custodial Services Ltd

Voting Rights

On a show of hands, every shareholder present in person or by proxy holding stapled securities in the Company shall have

one vote and upon a poll each stapled security shall have one vote.

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CORPORATE DIRECTORY

MERCANTILE INVESTMENT COMPANY LIMITED

ABN: 15 121 415 576

Level 11, 139 Macquarie Street

Sydney NSW 2000

Telephone: +61 2 8014 1188

Email: [email protected]

Website: www.mercantileinvestment.com.au

Directors

Sir Ron Brierley - Chairman & Non-Executive Director

Mr Gabriel Radzyminski - Non Executive Director

Mr James Chirnside - Independent Non-Executive Director

Mr Ronald Langley - Independent Non-Executive Director

Dr Gary Weiss - Alternate Director

Mr Daniel Weiss - Non-Executive Director

Company Secretary

Mark Licciardo and Matthew Rowe

Mertons Corporate Services Pty Ltd

Level 7, 330 Collins Street

Melbourne VIC 3000

Auditor

MNSA Pty Limited

Level 1, 283 George Street

Sydney NSW 2000

Share Registrar

Link Market Services Limited

Level 12, 680 George Street

Sydney NSW 2000

Telephone: +612 8280 7001 (Australia)

Website: www.linkmarketservice.com.au

ASX/NZX Code: MVT

Fully paid ordinary shares.

For the year ended 30 June 2015

MERCANTILE INVESTMENT COMPANY LIMITED

ABN 15 121 415 576 and Controlled Entities

39