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ALTITUDE MINERALS LTD — Annual Report 2020
Sep 12, 2021
64451_rns_2021-09-12_7941a4f4-2954-461c-8d77-05ff2b6d885d.pdf
Annual Report
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FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2020
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CONTENTS
| PAGES | |
|---|---|
| DIRECTORS REPORT | 3—6 |
| AUDITORS INDEPENDENCE DECLARATION | 7 |
| STATEMENT OF PROFIT OR LOSS | 8 |
| STATEMENT OF FINANCIAL POSITION | 9 |
| STATEMENT OF CHANGES IN EQUITY | 10 |
| STATEMENT OF CASH FLOWS | 11 |
| NOTES TO THE FINANCIAL STATEMENTS | 12—26 |
| DIRECTORS DECLARATION | 27 |
| AUDITORS REPORT | 28—30 |
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DIRECTORS REPORT FOR THE YEAR ENDED 30 JUNE 2020
Your Directors present their report on the en�ty for the year ended 30 June 2020.
Directors
The names and details of the Company’s Directors in office at any �me during the financial year and un�l the date of this report (unless otherwise stated) are detailed below.
Chris Sutherland – Non‐Execu�ve Director / Chairman (appointed 30 April 2020)
Peter McIntyre – Non‐Execu�ve Director (appointed 1 May 2021)
Greg Hall – Non‐Execu�ve Director (appointed 1 May 2021)
Dr Antonio Belperio – Non‐Execu�ve Director (appointed 1 May 2021)
Rance Dorrington – Non Execu�ve Director (resigned as Director 11 May 2021) / Company Secretary (con�nuing)
Mar�n Spivey – Non–Execu�ve Director (resigned 11 May 2021)
Chris Reindler—Non Execu�ve Director (resigned 30 April 2020)
Principal Ac�vi�es
The principal con�nuing ac�vi�es of the en�ty during the financial year was the acquisi�on of explora�on tenements and explora�on for minerals.
There were no changes in the nature of the ac�vi�es of the en�ty during the year.
Opera�ng Results
The net opera�ng loss of the en�ty for the financial year ended 30 June 2020 a�er income tax amounted to $673,804. (2019: $706,192).
Dividends Paid or Recommended
No dividend was paid or declared during the financial year and the Directors do not recommend the payment of a dividend.
Review of Opera�ons
The Company con�nues to operate solely as a minerals explora�on company with licenses located solely within the Gawler Craton region of South Australia. The Company has or expects to have access to sufficient funds to con�nue with planned explora�on efforts on those licenses that the Company intends to con�nue to hold.
Significant Changes in the State of Affairs
There were no significant changes in the state of affairs during the financial year.
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DIRECTORS REPORT FOR THE YEAR ENDED 30 JUNE 2020
Events since the end of the year
The impact of the Coronavirus (COVID‐19) pandemic is ongoing and while it has not significantly impacted the en�ty up to 30 June 2020, it is not prac�cable to es�mate the poten�al impact, posi�ve or nega�ve, a�er the repor�ng date. The situ‐ a�on is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quaran�ne, travel restric�ons and any economic s�mulus that may be provided.
In December 2020, the Company established an ESOP and issued unvested rights for 1,500,000 op�ons for the benefit of the Directors in office on 11 December 2020. Details of the issue of these op�ons are disclosed at Note 11.
In July 2020, the Company issued 22,454,814 ordinary shares to Macallum Group Ltd and 1,800,000 shares to Chris Rein‐ dler as considera�on for the purchase of all mineral explora�on tenements held by these par�es located within the Gawl‐ er Craton area of South Australia.
In July and August 2020, the Company completed a rights issue which commenced in May / June 2020 and issued an addi‐ �onal 700,000 ordinary shares at $0.10 per share with 700,000 a�ached free op�ons with an exercise price of $0.10.
In February 2021, the Company completed a rights issue, with the issue of 3,382,227 ordinary shares at $0.15 per share to raise $507,334.
In April 2021, the Company proposed to seek a lis�ng on the ASX as soon as possible with an Ini�al Public Offer “IPO” to be made via the issue of a prospectus to raise a minimum of A$7M and maximum of A$12M. All legal and other require‐ ments to prepare for this have been commenced and are currently under way.
As a result of the planned IPO, in May 2021 the board have triggered an early call for the exercise of 100% of the issued op�ons, being 4,430,000 10c op�ons issued to subscribers in 2020 together with 1,500,000 10c op�ons issued to the directors holding office in December 2020.
No other ma�ers or circumstances have arisen since the end of the financial year which significantly affected or may sig‐ nificantly affect the opera�ons of the Company, the results of those opera�ons, or the state of affairs of the Company in future financial years.
Environmental Regula�ons
The en�ty's opera�ons are not subject to any significant environmental regula�ons under either Commonwealth or State legisla�on. However, the Board believes there are adequate systems in place for the management of its environmental requirements and is not aware of any breach of those environmental requirements as they apply.
Na�onal Greenhouse and Energy Repor�ng Act 2007
The Directors consider the Na�onal Greenhouse and Energy Repor�ng Act 2007 (the NGER Act) which introduces a single na�onal repor�ng framework for the repor�ng and dissemina�on of informa�on about the greenhouse gas emissions, greenhouse gas projects, and energy use and produc�on of corpora�ons. At the current stage of development, the Direc‐ tors have determined that the NGER Act will have no effect on the Company for the current nor subsequent financial year. The Directors will reassess this posi�on as and when the need arises.
Corporate Governance
The Company is not currently listed and is therefore s�ll in the process of preparing Corporate Governance policies and is yet to publish a Statement in rela�on to Corporate Governance. The Company's Policies, Charters and Procedures are to be made available on the Company's website in due course.
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DIRECTORS REPORT FOR THE YEAR ENDED 30 JUNE 2020
Informa�on on Directors and Secretary
Names, qualifica�ons, experience and special responsibili�es of current directors and company secretary:
Director & Board Chair — Appointed 30 April 2020 — Chris Sutherland
An experienced execu�ve who has held senior management posi�ons in a number of engineering, maintenance and con‐ trac�ng businesses with opera�ons in Australia, Asia, Europe and the USA. Un�l his re�rement in 2019, Chris was MD and Group CEO of Programmed, prior to its acquisi�on by the listed Japanese company Persol.
Director — Appointed 1 May 2021 — Peter McIntyre
An engineer with over 30 years of experience in the minerals industry including developing and opera�ng gold and nickel mines in Australia. Peter established and was Managing Director of Extract Resources Ltd which discovered the Husab urani‐ um deposit in Namibia, which was subsequently divested to CGNPC for A$2.2 billion.
Director — Appointed 1 May 2021 — Greg Hall
Mining Engineer, 30 years in uranium mine management and CEO roles, including current Managing Director of Alligator Energy (ASX:AGE). Management roles at WMC Olympic Dam & nickel mines, LKAB Iron Ore (Sweden), ERA Ranger and Jabiluka Uranium. Interna�onal commodi�es marke�ng with Rio Tinto Uranium and Bauxite Alumina groups. Founding MD of Toro Energy Ltd.
Director — Appointed 1 May 2021 — Dr Antonio Belperio
Highly regarded geologist with 25 years global and Australian experience in copper gold explora�on and over arching explo‐ ra�on strategies. Tony played a lead role in the discovery of the Prominent Hill IOCG deposit in 2001, and the Artemis and Jericho polymetallic deposits in the Cloncurry District during the period 2014 to 2017
Director & Company Secretary—Appointed 19 October 2017 — Resigned as Director — 11 May 2021 — Rance Dorrington
An accountant and Company Secretary with extensive interna�onal, capital market & corporate governance experience. Formerly CFO/Company Secretary for Extract Resources Ltd.
Director —Appointed 22 May 2019 — Resigned — 11 May 2021— Mar�n Spivey
A geologist with broad global explora�on, evalua�on and mining experience on mul�ple commodi�es. Responsible for the discovery of the +500m.lb Husab uranium deposit in Namibia.
Director — Appointed 19 October 2017 — Resigned — 30 April 2020 – Chris Reindler
A geologist with broad global explora�on, evalua�on and mining experience on mul�ple commodi�es.
Shares under op�on
At the date of this report there were 4,430,000 unlisted op�ons over unissued ordinary shares issued on a 1:1 basis togeth‐ er with ordinary shares issued to subscribers in 2020. 3,730,000 op�ons were issued in June 2020 and 700,000 were issued in July / August 2020. All are issued with an exercise price of $0.10 per share and have now all been called to be exercised on or before 6 June 2021 to enable the Company to proceed with a planned IPO and ASX lis�ng.
At the date of this report there were 1,500,000 unlisted op�ons over unissued ordinary shares issued subject to ves�ng condi�ons under an ESOP to the Directors that were in office on 11 December 2020. In May 2021 the op�ons were declared by the board to be fully vested and have been called to be exercised on or before 10 June 2021 to enable the Company to proceed with a planned IPO and ASX lis�ng.
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DIRECTORS REPORT FOR THE YEAR ENDED 30 JUNE 2020
Indemnification and Insurance of Directors and Officers
During the financial year, the Company has not maintained any insurance policy which indemnifies the Directors and Offic ers of CSA in respect of any liability incurred in connection with the performance of their duties as Directors or Officers of the Company.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporation Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party, for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the company with leave of the court under section 237 of the Corporation Act 2001.
Non-audit Services
The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act. The Directors are satisfied that the provision of non-audit services by the au ditor, as set out below, will not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
All non-audit services have been reviewed by the Board to ensure they do not impact the impartiality and objectivity of the auditor; and
None of the proposed services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, including reviewing or auditing the auditor's own work, acting in a management or a decision making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards.
During the year, no fees were paid or payable for non-audit services by BOO (WA) Pty Ltd and its related practices. BOO (WA) Pty Ltd has however been engaged to provide an Independent Assurance Report for inclusion with the issue of a pro spectus proposed by the Company to be issued in June/ July 2021.
Auditor's Independence Declaration
The Auditor's Independence Declaration, as required under Section 307c of the Corporations Act 2001, for the financial year ended 30 June 2020 has been received and can be found on page 7.
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This report is made in accordance with a resolution of directors.
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Dated this ..... Director ........................................................................... . ?. .. 1.'!.!':Y�: ...... ��.?.\ ........ .
PAGE 6
Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia
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DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF COPPER SEARCH AUSTRALIA PTY LTD
As lead auditor of Copper Search Australia Pty Ltd for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been:
-
No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the audit; and
-
No contraventions of any applicable code of professional conduct in relation to the audit.
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Jarrad Prue
Director
BDO Audit (WA) Pty Ltd
Perth 3 June 2021
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
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FOR THE YEAR ENDED 30 JUNE 2020
| Note Revenue and Income Interest revenue R & D tax incen�ve refund Total revenue and income Expenses Administra�on and corporate expenses 2 Explora�on expenses wri�en of as incurred 2 Total expenses Loss before income tax Income tax expense 3 Loss a�er income tax a�ributable to members of Copper Search Australia Pty Ltd Other comprehensive loss net of tax Total comprehensive loss Loss per share for the year a�ributable to the members of Copper Search Australia Pty Ltd Basic loss per share 4 |
YEAR ENDED 30 JUNE 2020 30 JUNE 2019 $ $ 687 16 ‐ 388,612 |
|---|---|
| 687 388,628 |
|
| (63,108) (14,092) (611,383) (1,080,728) |
|
| (674,491) (1,094,820) |
|
| (673,804) (706,192) ‐ ‐ |
|
| (673,804) (706,192) |
|
| ‐ ‐ |
|
| (673,804) (706,192) |
|
| Cents Per Share Cents Per Share |
|
| (6.53) (11.80) |
The above statement of profit or loss and other comprehensive income should be read in conjunc�on with the accompany‐ ing notes.
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STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2020
| Note Assets Current Assets Cash and cash equivalents 5 Other receivables 6 Total Current Assets Total Assets Liabili�es Current Liabili�es Trade and other payables 8 Total Current Liabili�es Total Liabili�es Net Assets Equity Issued capital 9 Accumulated losses Total Equity |
30 JUNE 2020 30 JUNE 2019 $ $ 502,052 277,405 4,305 500,584 |
|---|---|
| 506,357 777,989 |
|
| 506,357 777,989 |
|
| 72,899 43,727 |
|
| 72,899 43,727 |
|
| 72,899 43,727 |
|
| 433,458 734,262 |
|
| 2,529,512 2,156,512 (2,096,054) (1,422,250) |
|
| 433,458 734,262 |
The above statement of financial posi�on should be read in conjunc�on with the accompanying notes.
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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2020
| Balance at 1 July 2018 Loss for the year Other comprehensive income / (loss) Total comprehensive loss for the year net of tax Transac�ons with owners in their capacity as owners Issue of share capital during the year Balance at 30 June 2019 Balance at 1 July 2019 Loss for the year Other comprehensive income / (loss) Total comprehensive loss for the year net of tax Transac�ons with owners in their capacity as owners Issue of share capital during the year Balance at 30 June 2020 |
Issued Capital Reserves Accumulated Losses Total Equity $ $ $ $ 450,000 ‐ (716,058) (266,058) |
|---|---|
| ‐ ‐ (706,192) (706,192) ‐ ‐ ‐ ‐ |
|
| ‐ ‐ (706,192) (706,192) |
|
| 1,706,512 ‐ ‐ 1,706,512 |
|
| 2,156,512 ‐ (1,422,250) 734,262 |
|
| 2,156,512 ‐ (1,422,250) 734,262 |
|
| ‐ ‐ (673,804) (673,804) ‐ ‐ ‐ ‐ |
|
| ‐ ‐ (673,804) (673,804) |
|
| 373,000 ‐ ‐ 373,000 |
|
| 2,529,512 ‐ (2,096,054) 433,458 |
The above statement of changes in equity should be read in conjunc�on with the accompanying notes.
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STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2020
| Note Cash fows from opera�ng ac�vi�es Interest received Other income Payments to suppliers (Including GST) Net cash fows used in opera�ng ac�vi�es 10 Cash fows from inves�ng ac�vi�es Net cash fows used in inves�ng ac�vi�es Cash fows from fnancing ac�vi�es Proceeds from issue of shares Net cash fows from fnancing ac�vi�es Net increase / (decrease) in cash and cash equivalents held Add opening balance of cash and cash equivalents Closing cash and cash equivalents at end of year |
YEAR ENDED 30 JUNE 2020 30 JUNE 2019 $ $ 687 16 496,772 ‐ (645,812) (1,066,240) |
|---|---|
| (148,353) (1,066,224) |
|
| ‐ ‐ |
|
| 373,000 1,231,736 |
|
| 373,000 1,231,736 |
|
| 224,647 165,512 277,405 111,893 |
|
| 502,052 277,405 |
The above statement of cash flows should be read in conjunc�on with the accompanying notes.
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NOTES TO THE FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements and notes represent those of Copper Search Australia Pty Ltd (“CSA” or the “Company”).
The principal accoun�ng policies adopted in the presenta�on of these financial statements are set out below. These poli‐ cies have been consistently applied to all periods presented unless otherwise stated.
(a) Basis of Prepara�on
The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accoun�ng Standards, Australian Accoun�ng Interpreta�ons, other authorita�ve pronouncements of the Australian Ac‐ coun�ng Standards Board (“AASB”) and the Corpora�ons Act 2001. The Company is a for‐profit en�ty for the purposes of preparing these financial statements.
Compliance with IFRSs
The financial statements also comply with Interna�onal Financial Repor�ng Standards (IFRS) as issued by the Interna�onal Accoun�ng Standards Board (IASB).
Historical Cost Conven�on
These financial statements have been prepared under the historical cost conven�on.
Cri�cal Accoun�ng Es�mates
The prepara�on of financial statements in conformity with IFRS requires the use of certain cri�cal accoun�ng es�mates. It also requires management to exercise its judgement in the process of applying the Company’s accoun�ng policies. The are‐ as involving a higher degree of judgement or complexity, or areas where assump�ons and es�mates are significant to the
Early Adop�on of Standards
The Company has not elected to apply any pronouncements before their opera�ve date for the annual repor�ng period beginning 1 July 2019.
Going Concern
The financial statements for the year ended 30 June 2020 have been prepared on the basis that the Company is a going concern, which contemplates the con�nuity of normal business ac�vi�es, realisa�on of assets and se�lement of liabili�es in the normal course of business .
During the year, the Company recorded a loss of $673,804 (2019: $706,192) and had net cash ou�lows from opera�ng ac‐ �vi�es of $148,353 (2019: $1,066,224).
The Company will require addi�onal funding to enable it to con�nue its normal business ac�vi�es and to ensure the realisa‐ �on of assets and ex�nguishment of liabili�es as and when they fall due, including progression of its explora�on ac�vi�es and mee�ng its annual tenement expenditure commitments.
The ability of the Company to con�nue as a going concern is dependent upon the Company securing addi�onal funding through raising equity by way of an IPO or other means or undertaking a whole or par�al sale of interests in its mineral ex‐ plora�on assets.
These condi�ons indicate a material uncertainty that may cast significant doubt about the Company’s ability to con�nue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabili�es in the normal course of business.
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NOTES TO THE FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Going Concern (Con�nued)
The Directors are sa�sfied that at the date of signing of the financial report, there are reasonable grounds to believe that the Company will be able to raise addi�onal funds to meet its debts as and when they fall due and it is appropriate for the financial statements to be prepared on a going concern basis as the Company is currently in the process of preparing for an IPO. Should the IPO not proceed or be delayed, the Company may:
-
Scale back certain ac�vi�es that are non‐essen�al so as to conserve cash;
-
Undertake a whole or par�al sale of interests in mineral explora�on assets, and
-
Raise capital by means other than the IPO.
Should the Company not be able to con�nue as a going concern it may be required to realise assets and discharge liabili�es other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements. The financial report does not include any adjustments rela�ng to the recoverability or classifica�on of recorded asset amounts, nor the amounts or classifica�on of liabili�es that might be necessary should the Company not be able to con�nue as a go‐ ing concern.
(b) Segment Repor�ng
Opera�ng segments where they exist are reported in a manner consistent with the internal repor�ng provided to the chief opera�ng decision maker. The chief opera�ng decision maker, who is responsible for alloca�ng resources and assessing performance of the opera�ng segments, has been iden�fied as the Board of Directors.
(c) Foreign Currency Transla�on
i) Func�onal and Presenta�on Currency
Items included in the financial statements of the Company are measured using the currency of the primary economic envi‐ ronment in which the en�ty operates (“the func�onal currency”). The financial statements are presented in Australian dol‐ lars, which is the Company’s func�onal and presenta�on currency.
ii) Transac�ons and Balances
Foreign currency transac�ons are translated into the func�onal currency using the exchange rates prevailing at the dates of the transac�ons. Foreign exchange gains and losses resul�ng from the se�lement of such transac�ons and from the trans‐ la�on at period‐end exchange rates of monetary assets and liabili�es denominated in foreign currencies are recognised in the statement of profit or loss and other comprehensive Income, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are a�ributable to part of the net investment in a foreign opera�on.
Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss and other com‐ prehensive income, within finance costs. All other foreign exchange gains and losses are presented in the Statement of Profit and Loss and Other comprehensive income on a net basis within other income or other expenses.
Non‐monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Transac�on difference on assets and liabili�es carried at fair value are reported as part of the fair value gain or loss.
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NOTES TO THE FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d) Revenue Recogni�on
i) Interest Income
Interest income is recognised on a �me propor�on basis using the effec�ve interest method.
ii) Revenue
Revenue is recognised when the control of the goods has been transferred to the buyer and the costs incurred or to be in‐ curred in respect of the transac�on can be measured reliably.
(e) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial ins�tu�ons and short‐term deposits.
(f) Trade and Other Receivables
Trade receivables are recognised ini�ally at fair value and subsequently measured at amor�sed cost, using the effec�ve interest rate method, less Expected Credit Loss. Trade receivables are generally due for se�lement between thirty (30) and ninety (90) days from the date of recogni�on. They are presented as current assets unless collec�on is not expected for more than 12 months a�er repor�ng date.
Cash flows rela�ng to short‐term receivables are not discounted if the effect of discoun�ng is immaterial. The movement in the provision is recognised in profit or loss.
Expected credit losses of financial asset at amor�sed cost
Loss allowances for financial assets are based on assump�ons about risk of default and expected loss rates. The Company uses judgement in making these assump�ons and selec�ng the inputs to the impairment calcula�on, based on the Compa‐ ny’s past history, exis�ng market condi�ons as well as forward looking es�mates at the end of each repor�ng period.
(g) Other Financial Assets
Loans and Receivables
Loans and receivables are non‐deriva�ve financial assets with fixed or determinable payments that are not quoted in an ac�ve market. They arise when the Company provides money, goods or services directly to a debtor with no inten�on of selling the receivable. They are included in current assets, except for those with maturi�es greater than 12 months a�er the statement of financial report date which are classified as non‐current assets. Loans and receivables are included in re‐ ceivables in the statement of financial posi�on.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substan�ally all the risks and rewards of ownership.
Loans and receivables are carried at amor�sed cost using the effec�ve interest method.
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NOTES TO THE FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(h) Explora�on, Evalua�on and Development Expenditure
Expenditure on the acquisi�on and evalua�on of explora�on assets is accounted for in accordance with the area of interest method which is closely aligned to the US GAAP based successful efforts method of accoun�ng for minerals explora�on and evalua�on expenditure.
This method allows the costs associated with the acquisi�on and evalua�on of a prospect to be aggregated on the State‐ ment of Financial Posi�on and matched against the benefits derived from commercial produc�on once this commences.
Expenditure incurred directly on explora�on for minerals prior to an area of interest being iden�fied and confirmed as con‐ taining poten�ally economic mineralisa�on are wri�en off immediately as and when they are incurred.
Restora�on, rehabilita�on and environmental costs necessitated by explora�on and evalua�on ac�vi�es are treated as ex‐ plora�on or evalua�on expenditure.
(i) Impairment of Explora�on and Evalua�on Assets
The ul�mate recoupment of the value of explora�on and evalua�on assets, the Company’s investment in subsidiaries, and loans to subsidiaries is dependent on the successful development and commercial exploita�on, or alterna�vely, sale of the explora�on and evalua�on assets.
Impairment tests are carried out on a regular basis to iden�fy whether the assets carrying values exceed their recoverable amounts. There is significant es�ma�on and judgement in determining the inputs and assump�ons used in determining the recoverable amounts. The key areas of judgement and es�ma�on include:
-
Recent explora�on and evalua�on results and resource es�mates;
-
Environmental issues that may impact on the underlying tenements; and
-
Fundamental economic factors that have an impact on the opera�ons and carrying values of assets and liabili�es
(j) Trade and Other Payables
These amounts represent liabili�es for goods and services provided to the Company prior to the end of the financial year, which remain unpaid at year end. The amounts are unsecured and are usually paid within 30 days of recogni�on. They are recognised at fair value on ini�al recogni�on and subsequently at amor�sed cost, using the effec�ve interest rate method.
(k) Employee Benefits
i) Short Term Obliga�ons
Where paid, liabili�es for wages and salaries, including non‐monetary benefits, annual leave and accumula�ng sick leave expected to be se�led within 12 months of the repor�ng date are recognised in other payables in respect of employees’ services up to the repor�ng date and are measured at the amounts expected to be paid when the liabili�es are se�led.
Where incurred, profit sharing and bonus plans are recognised as expenses in profit or loss. The Company recognises a pro‐ vision where contractually obliged or where there is a past prac�ce that has created a construc�ve obliga�on.
ii) Share Based Payments
Where share based compensa�on benefits are provided to employees as op�ons, the fair value of the op�ons is to be rec‐ ognised as an employee benefit expense with a corresponding increase in equity. The total amount to be expensed is de‐ termined by reference to the fair value of the op�ons granted, which includes any market performance condi�ons and the impact of any non‐ves�ng condi�ons but excludes the impact of any service and non‐market performance ves�ng condi‐ �ons.
The total expense is recognised over the ves�ng period, which is the period over which all of the specified ves�ng condi‐
Upon exercise of share op�ons, the proceeds received net of any directly a�ributable transac�on costs are allocated to share capital.
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NOTES TO THE FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(l) Borrowing Costs
Borrowing costs are recognised as an expense as and when incurred.
(m) Income Tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdic�on adjusted by changes in the deferred tax assets and liabili�es a�ributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substan�vely enacted at the end of the repor�ng period in the countries where the Company’s subsidiaries and associates operate and generate taxable income.
Deferred income tax is provided on all temporary differences at the statement of financial posi�on date, arising between the tax bases of assets and liabili�es and their carrying amounts in the consolidated financial statements and are recognised for all taxable temporary differences:
-
Except where the deferred income tax liability arises from the ini�al recogni�on of an asset or liability in a transac‐ �on that is not a business combina�on and, at the �me of the transac�on, affects neither the accoun�ng profit nor taxable profit or loss; and
-
In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the �ming of the reversal of the temporary differences can be controlled and it is prob‐ able that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deduc�ble temporary differences, carry‐forward of unused tax assets and unused tax losses to the extent it is probable that future taxable amounts will be available to u�lise those temporary differ‐ ences and losses:
-
Except where the deferred income tax asset rela�ng to the deduc�ble temporary difference arises from the ini�al recogni�on of an asset or liability in a transac�on that is not a business combina�on and, at the �me of the transac‐ �on, affects neither the accoun�ng profit nor the taxable profit or loss; and
-
In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests and joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differ‐ ences will reverse in the foreseeable future extent that it is probable that the temporary differences can be u�lised.
Deferred income tax assets and liabili�es are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is se�led, based on tax rates (and tax laws) that have been enacted or substan�vely enacted at the statement of financial posi�on date.
Income taxes rela�ng to items recognised directly in equity are recognised in equity and not in the statement of profit or loss and other comprehensive income.
(n) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except:
Where the GST incurred on a purchase of goods and services is not recoverable from the taxa�on authori�es, in which case the GST is recognised as part of the cost of acquisi�on of the asset or as part of an item of the expense item as applicable; and
Receivables and payables are stated with the amount of GST included.
-
The net amount of GST recoverable from, or payable to, the taxa�on authority is included as part of receivables or payables in the statement of financial posi�on.
-
Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from inves�ng and financing ac�vi�es, which is recoverable from, or payable to, the taxa�on authori�es are classi‐ fied as opera�ng cash flows.
Commitments and con�ngencies are disclosed net of the amount of GST recoverable from, or payable to, the taxa�on au‐ thority.
PAGE 16
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NOTES TO THE FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(o) Contributed Equity
Ordinary shares are classified as equity.
Incremental costs directly a�ributable to the issue of new shares or op�ons are shown in equity as a deduc�on, net of tax, from proceeds.
(p) Earnings per Share
i) Basic Earnings per Share
Basic earnings per share is calculated by dividing the profit a�ributable to equity holders of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
ii) Diluted Earnings per Share
Diluted earnings per share adjusts the figures used in the determina�on of basic earnings per share to take into account the a�er income tax effect of interest and other financing costs associated with dilu�ve poten�al ordinary share and the weighted average number of shares assumed to have been issued for no considera�on in rela�on to dilu�ve poten�al ordi‐ nary shares.
(q) Research & Development Expenditure — Taxa�on Incen�ve
The Company has incurred expenditure that it has claimed a taxa�on incen�ve for Research & Development costs incurred. Any payment that is due and receivable as a result of any claim is recognised as revenue in the year in which the claim is lodged and the relevant taxa�on return is lodged.
(r) New Accoun�ng Standards and Interpreta�ons
A number of new or amended standards became applicable for the current repor�ng period. The Company has not had to change its accoun�ng policies as a result of the adop�on of the following standards as the Company has no leases:
AASB 16 Leases
The consolidated en�ty has adopted all of the new and amended Accoun�ng Standards and Interpreta�ons issued by the Australian Accoun�ng Standards Board (‘AASB’) that are mandatory for the current repor�ng period.
PAGE 17
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NOTES TO THE FINANCIAL STATEMENTS
2. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
Es�mates and judgements are con�nually evaluated and are based on historical experience and other factors, including expecta�on of future events that may have a financial impact on the en�ty and that are believed to be reasonable under the circumstances.
The Company makes es�mates and assump�ons concerning the future. The resul�ng accoun�ng es�mates will, by defini‐ �on, seldom equal the related actual results. The es�mates and assump�ons that have a significant risk of causing a materi‐ al adjustment to the carrying amounts of assets and liabili�es within the next financial year are discussed below.
(i) Es�mated Impairment
The Company tests annually whether any capitalised acquisi�on and evalua�on expenditure for minerals proper�es have suffered any impairment, in accordance with the accoun�ng policy stated in note 1(i). During the year the Company recog‐ nised $Nil (2019: Nil) of impairment on acquisi�on and evalua�on expenditure. Where required the recoverable amounts of cash genera�ng units have been determined based on value‐in‐use calcula�ons. These calcula�ons require the use of as‐ sump�ons like commodity price and produc�on quan�ty.
(ii) Income Taxes
The Company expects to have carried forward tax losses which have not been recognised as deferred tax assets as it is not considered sufficiently probable that these losses will be recouped by means of future profits taxable in the relevant juris‐ dic�ons.
(iii) Coronavirus (Covid‐19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID‐19) pandemic has had, or may have, on the en�ty based on known informa�on. This considera�on extends to the nature of the supply chain, staffing and geo‐ graphic regions in which the en�ty operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertain�es with respect to events or con‐ di�ons which may impact the en�ty unfavourably as at the repor�ng date or subsequently as a result of the Coronavirus (COVID‐19) pandemic.
(iv) Share Based Payments
The fair value of op�ons in the shares of the Company where they are issued to Directors and other par�es is recognised as an expense in the financial statements in rela�on to the gran�ng of these op�ons. The fair value is determined by using either the Binomial or Black‐Scholes model, taking into account the terms and condi�ons upon which the instruments were granted. The accoun�ng es�mates and assump�ons rela�ng to equity‐se�led share‐based payments would have no impact on the carrying amounts of assets and liabili�es within the next annual repor�ng period but may impact profit or loss and equity.
(v) Acquisi�on of Assets
In determining whether an acquisi�on is a business combina�on or an asset acquisi�on, management apply significant judgement to assess whether the net assets acquired cons�tute a 'business' in accordance with AASB 3. Under that stand‐ ard, a business is an integrated set of ac�vi�es and assets that is capable of being conducted or managed for the purpose of providing a return, and necessarily consists of inputs, processes, which when applied to those inputs, have the ability to create outputs. Judgement is also exercised in determining the value of the net assets acquired and considera�on paid.
PAGE 18
| NOTES TO THE FINANCIAL STATEMENTS | ||
|---|---|---|
| YEAR ENDED | ||
| 30 JUNE 2020 | 30 JUNE 2019 | |
| $ | $ | |
| NOTE 2 — EXPENSES | ||
| Administra�on and Corporate Expenses includes:‐ | ||
| Other administra�on and corporate expenses | 63,108 | 14,092 |
| 63,108 | 14,092 | |
| Explora�on expenses wri�en of as incurred includes:‐ | ||
| Explora�on costs expensed | 611,383 | 1,080,728 |
| 611,383 | 1,080,728 | |
| NOTE 3 — INCOME TAX |
Income tax is not payable by the Company as both current year and carried forward tax losses are available for income tax purposes. Consequently current tax, deferred tax and tax expense are reported as $Nil in all repor�ng years to date.
The prima facie income tax expense/(income) on pre‐tax accoun�ng loss from opera�ons reconciles to the income tax ex‐ pense/(income) in the financial statements as follows:‐
| Loss from con�nuing opera�ons Income tax expense/(beneft) calculated at 27.5% (2019: 27.5%) Efect of unused tax losses and tax ofsets not recognised as deferred tax assets Income tax a�ributable to opera�ng loss Unrecognised deferred tax balances:‐ Deferred tax asset from accumulated tax losses |
YEAR ENDED 30 JUNE 2020 30 JUNE 2019 $ $ (673,804) (706,192) |
|---|---|
| (185,296) (194,203) 185,296 194,203 |
|
| ‐ ‐ |
|
| 452,665 267,369 |
The tax rate used in the above reconcilia�on is the corporate tax rate of 27.5% payable by Australian corporate en��es on taxable profits under Australian tax law. There has been no change in the corporate tax rate when compared with the pre‐ vious repor�ng period.
Net deferred tax assets have not been brought to account as it is not probable that immediate future profits will be availa‐ ble against which deduc�ble temporary differences and tax losses can be u�lised.
PAGE 19
| NOTES TO THE FINANCIAL STATEMENTS | ||
|---|---|---|
| YEAR ENDED | ||
| 30 JUNE 2020 | 30 JUNE 2019 | |
| $ | $ | |
| NOTE 4 — LOSS PER SHARE | ||
| Loss a�ributable to ordinary equity holders of the Company used in | ||
| calcula�on of basic loss per share | ||
| Loss from con�nued opera�ons / loss for the year | (673,804) | (706,192) |
| Cents | Cents | |
| Basic and dilu�ve loss per share (cents per share) | (6.53) | (11.80) |
| Number | Number | |
| Weighted average number of ordinary shares outstanding during the year used in calcula�on of basic and dilu�ve loss per share |
10,313,597 | 5,985,186 |
| NOTE 5 — CASH AND CASH EQUIVALENTS | $ | $ |
| Cash at bank | 502,052 | 277,405 |
| NOTE 6 — TRADE AND OTHER RECEIVABLES | ||
| Other receivables | ||
| GST refund due | 4,305 | 3,812 |
| R & D refund due | ‐ | 496,772 |
| 4,305 | 500,584 |
Due to the short‐term nature of these receivables, their carrying amount is assumed to approximate their fair value.
NOTE 7 — DEFERRED EXPLORATION EXPENDITURE ACQUISITION COSTS
Explora�on expenditure is expensed directly to the statement of profit or loss as and when it is incurred and is included as part of cash flows from opera�ng ac�vi�es in the period in which it is paid. Explora�on costs are capitalised only where they result from an acquisi�on or contribu�on. Any costs that are carried forward that relate to any area of interest that has been abandoned are wri�en off in the year that the decision to abandon is made.
| Deferred explora�on expenditure acquisi�on costs brought forward Provision for Impairment of Deferred explora�on expenditure Deferred explora�on expenditure acquisi�on costs carried forward |
30 JUNE 2020 30 JUNE 2019 $ $ 450,000 450,000 (450,000) (450,000) |
|---|---|
| ‐ ‐ |
Recoupment of explora�on acquisi�on costs carried forward is dependent upon the successful development and commer‐ cial exploita�on or the sale of an area of interest.
PAGE 20
NOTES TO THE FINANCIAL STATEMENTS
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| YEAR ENDED | ||
|---|---|---|
| 30 JUNE 2020 | 30 JUNE 2019 | |
| $ | $ | |
| NOTE 8 — TRADE AND OTHER PAYABLES | ||
| Current trade and other payables | ||
| Trade creditors | 72,899 | 43,727 |
These amounts are expected to be se�led within 12 months.
Due to the short term nature of these payables, their carrying amount is assumed to approximate their fair value.
| NOTE 9 — ISSUED CAPITAL Issued Capital—Ordinary Shares (2019:‐10,125,186 ) Movements in ordinary share capital Opening balance— 1 July 2018 Issue of shares for payout of shareholder loans—July 2018 * Issue of shares to subscribers—June 2019 Closing balance— 30 June 2019 Opening balance— 1 July 2019 Issue of shares to subscribers— June 2020 Closing balance— 30 June 2020 |
30 JUNE 2020 Number of Shares $ 13,855,186 2,529,512 |
30 JUNE 2019 $ 2,156,512 |
|---|---|---|
| 200 5,744,986 4,380,000 10,125,186 10,125,186 2,529,512 3,730,000 373,000 |
450,000 1,268,512 438,000 |
|
| 2,156,512 | ||
| 13,855,186 2,529,512 |
- Funds were provided by way of loans under a shareholder agreement which was subsequently cancelled with all funds provided being repaid with the issue of fully paid ordinary shares.
PAGE 21
| NOTES TO THE FINANCIAL STATEMENTS | |||
|---|---|---|---|
| YEAR ENDED | |||
| 30 JUNE 2020 | 30 JUNE 2019 | ||
| Number of Op�ons | $ | $ | |
| NOTE 9 — ISSUED CAPITAL (CONTINUED) | |||
| Issued Capital—Op�ons to acquire | Ordinary Shares | ||
| (2019:‐Nil) | 3,730,000 | ‐ | ‐ |
| Movements in op�ons | |||
| Opening balance— 1 July 2019 | ‐ | ‐ | |
| Issue of op�ons— June 2020 | 3,730,000 | ‐ | |
| Closing balance— 30 June 2020 | 3,730,000 | ‐ |
Op�ons were issued free of charge on a 1:1 basis together with each ordinary share subscribed for in June 2020. The op‐ �ons originally had a final exercise date of 11 June 2023 and could be called earlier at the discre�on of the board if an event triggering an earlier call occurs and the board determines such call should be made. In May 2021 the board have called for the early exercise of these op�ons and the final date for exercise has been set as 6 June 2021.
| NOTE 10 — CASH FLOW INFORMATION Reconcilia�on of cash fow from opera�ons with loss from con�nuing op‐ era�ons a�er income tax. Loss a�er income tax Non cash fows in loss Increase / (decrease) in trade creditors (Increase) / decrease in trade and other receivables Cash ou�lows from opera�ons |
30 JUNE 2020 30 JUNE 2019 $ $ (673,804) (706,192) 29,172 5,957 496,279 (365,989) |
|---|---|
| (148,353) (1,066,224) |
NOTE 11 — RELATED PARTY TRANSACTIONS
(a) Parent En�ty
The ul�mate parent en�ty that exercises control over the Company is Macallum Group Ltd “Macallum” which is incorpo‐ rated in Australia. Macallum presently holds 61% of all issued ordinary shares (0% of issued op�ons).
During the years ended 30 June 2018 and 30 June 2019, Macallum had provided shareholder loan funding together with all other shareholders in propor�on to shareholdings at the �me. Funding was provided under the terms of a Shareholders Agreement dated 16 June 2017. With effect from 12 January 2019 this agreement was cancelled and all holders swapped the dollar value of loan balances for the issue of ordinary shares equal to the amount of loans outstanding. No interest was charged or paid in rela�on to the loans due to the short term that funds were outstanding.
Macallum has provided and con�nues to provide services for the management and opera�ons of the Company, including corporate services and opera�on and management of explora�on ac�vi�es. These services are recharged to the Company as a monthly charge to cover general management and corporate services, together with charges to cover addi�onal costs for explora�on ac�vi�es based on �me sheet data of Macallum staff charged at the full cost of providing the personnel in‐ volved. Re�red Directors Mar�n Spivey and Rance Dorrington are currently paid employees of Macallum.
PAGE 22
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NOTES TO THE FINANCIAL STATEMENTS
NOTE 11 — RELATED PARTY TRANSACTIONS (CONTINUED)
(a) Parent En�ty (Con�nued)
As part of the agreement by all shareholders to terminate the Shareholders Agreement dated 16 June 2017, Macallum to‐ gether with former director Chris Reindler agreed to transfer all explora�on �tles held or under applica�on located with in the Gawler Craton in South Australia from Macallum and Chris Reindler to Copper Search Australia Pty Ltd. The applica�on for transfer of all �tles was made in July 2020 and all transfers were consented to by the Minister in August 2020.
The result of the above transfers and from applica�ons made directly in the name of Copper Search Australia Pty Ltd is that at the date of this report, the Company holds all rights and �tles to explora�on proper�es now held within South Australia 100%, unencumbered and without any joint venture or royalty obliga�ons.
(b) Subsidiaries
Since incorpora�on and up to the date of this report the Company has no interests in wholly owned or controlled en��es.
(c) Transac�ons with other related par�es
In December 2020, the Company implemented an Employee Share Op�on Plan ‘ESOP’ which has to date issued op�ons for the benefit of the Directors holding office on 11 December 2020.
To date, all ESOP op�ons have been issued with a $0.10 exercise price, and these have now been 100% vested by the Com‐ pany due to the occurrence of a triggering event. The final exercise date for exercising the op�ons has been re‐set as the 10 June 2021.
The quan�ty of op�ons issued to each director / former director are:‐
-
Chris Sutherland (Director / Chairperson) —1,000,000
-
Mar�n Spivey (former Director / Technical adviser) ‐ 250,000
-
Rance Dorrington (former Director / Company Secretary) ‐ 250,000
There has been no other transac�ons with related par�es.
NOTE 12 — DIVIDENDS
No dividend was paid or declared during the year and the Directors have not recommended the payment of any dividend.
NOTE 13 — COMMITTMENTS
The company had no commitments at 30 June 2020 ( 2019: Nil).
NOTE 14 — CONTINGENCIES
There were no known con�ngent liabili�es or con�ngent assets at 30 June 2020 (2019: Nil).
PAGE 23
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NOTES TO THE FINANCIAL STATEMENTS
NOTE 15 — EVENTS SUBSEQUENT TO REPORTING DATE
The impact of the Coronavirus (COVID‐19) pandemic is ongoing and while it has not significantly impacted the Company up to 30 June 2020, it is not prac�cable to es�mate the poten�al impact, posi�ve or nega�ve, a�er the repor�ng date. The situa�on is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quaran�ne, travel restric�ons and any economic s�mulus that may be provided.
In December 2020, the Company established an ESOP and issued unvested rights for 1,500,000 op�ons for the benefit of the Directors in office on 11 December 2020. Details of the issue of these op�ons are disclosed at Note 11.
In July 2020, the Company issued 22,454,814 ordinary shares to Macallum Group Ltd and 1,800,000 shares to Chris Reindler as considera�on for the purchase of all mineral explora�on tenements held by these par�es located within the Gawler Cra‐ ton area of South Australia.
In July and August 2020, the Company completed a rights issue which commenced in May / June 2020 and issued an addi‐ �onal 700,000 ordinary shares at $0.10 per share with 700,000 a�ached free op�ons with an exercise price of $0.10.
In February 2021, the Company completed a rights issue, with the issue of 3,382,227 ordinary shares at $0.15 per share to raise $507,334.
In April 2021, the Company proposed to seek a lis�ng on the ASX as soon as possible with an Ini�al Public Offer “IPO” to be made via the issue of a prospectus to raise a minimum of A$7M and maximum of A$12M. All legal and other requirements to prepare for this have been commenced and are currently under way.
As a result of the planned IPO, in May 2021 the board have triggered an early call for the exercise of 100% of the issued op�ons, being 4,430,000 10c op�ons issued to subscribers in 2020 together with 1,500,000 10c op�ons issued to the direc‐ tors holding office in December 2020.
No other ma�ers or circumstances have arisen since the end of the financial year which significantly affected or may signifi‐ cantly affect the opera�ons of the Company, the results of those opera�ons, or the state of affairs of the Company in future financial years.
NOTE 16 — SEGEMENT REPORTING
The Company operates en�rely within the business of minerals explora�on and only within one geographical area being the Gawler Craton region of South Australia and therefore considers that there is no requirement for addi�onal repor�ng based on any divisions or segments.
| NOTE 17 — AUDITORS REMUNERATION Audi�ng the fnancial statements, including audit review—both years Other services Total remunera�on of auditors Amounts received / es�mated as due and receivable by the auditor for: |
30 JUNE 2020 30 JUNE 2019 $ $ 18,000 ‐ ‐ ‐ |
|---|---|
| 18,000 ‐ |
PAGE 24
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NOTES TO THE FINANCIAL STATEMENTS
NOTE 18 — FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Interest revenue
Interest revenue is recognised as it accrues, taking into considera�on the effec�ve yield on the financial asset.
The Company’s financial instruments comprises mainly cash. The main purpose of this financial instrument is for the provi‐ sion of working capital for the opera�ons of the Company.
The Company has other financial instruments such as sundry debtors and trade creditors which arise as a normal part of the Company’s opera�ons.
Throughout the financial year and up to the date of this report the Company has not undertaken any trading in financial instruments and no trading in such will be permi�ed under the policies proposed to be established for the Company prior to the planned ASX lis�ng.
Interest rate risk
At 30 June 2020 the Company’s exposure to market risk for interest rates is primarily related to the Company’s cash held.
The Company has not to date considered its exposure to interest rate risks as no significant cash balances have been held and the addi�onal cost of formally monitoring such balances would likely outweigh any benefits received by doing so. This policy is likely to change if and when significant balances are held in future periods.
Liquidity risk
The Company has no significant exposure to liquidity risk as there is significant debts. The Company manages liquidity risk by monitoring immediate and forecast cash requirements and ensuring adequate cash reserves are maintained and opera‐ �ons are planned to occur only where funds are available to do so.
Credit risk
Credit risk is the risk of a counter party defaul�ng with contractual obliga�ons causing financial loss to the Company. The Company currently has no significant contractual arrangements that would cause substan�al loss other than in rela�on to cash held. Cash is presently only held within the Commonwealth Bank of Australia. Risk management policies concerning credit risk and cash balances are as yet to be formulated by the Company.
NOTE 19 — CAPITAL MANAGEMENT POLICY
To date the Company has operated with minimal capital requirements and shareholders have contributed funds as and when required for the con�nuing opera�ons of the Company. For future opera�ons post any proposed IPO and lis�ng on the ASX the Company may consider and implement a suitable Capital Management Policy but to date has not done so.
NOTE 20 — REMUNERATION OF KEY MANAGEMENT PERSONNEL “KMP”
Up to and including the financial year ended 30 June 2020 there has been no remunera�on paid to any Directors or any KMP. Subsequent to the end of the year the Directors in office were granted the right to op�ons under an ESOP put in place for this purpose. At December 2020 when the rights were granted none of the op�ons were vested. In May 2021 the board resolved to vest 100% of the op�ons and to call for exercise of the op�ons on or before the 10 June 2021 in order for all issued op�ons to be cleared prior to the proposed IPO and ASX lis�ng of the Company. Details of the op�ons grant‐ ed are disclosed at Note 11.
PAGE 25
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NOTES TO THE FINANCIAL STATEMENTS
NOTE 21 — SHARE BASED PAYMENTS
During the year ended 30 June 2019 the Company se�led the following amounts due and payable by issuing ordinary shares in full se�lement of amounts payable. There were no share based payments during year ended 30 June 2020.
| Shareholder loans provided under a shareholders agreement se�led by a cancella�on agreement with the issue of 5,744,986 fully paid ordinary shares at $0.220803274 per share Contractor paid with the issue of 150,000 fully paid ordinary shares at $0.10 per share Total share based payments |
30 JUNE 2020 30 JUNE 2019 $ $ ‐ 1,268,512 ‐ 15,000 |
|---|---|
| ‐ 1,283,512 |
PAGE 26
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DIRECTORS' DECLARATION
The Directors of the Company declare that:
-
1) The financial statements and notes, as set out on pages 6-26, are in accordance with the Corporations Act 2001 and:
-
a) comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
-
b) give a true and fair view of the financial position as at 30 June 2020 and of the performance for the year ended on that date of the company;
-
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 financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.
-
4) This declaration has been made after receiving the declaration to be made to the directors in accordance with section 295A of the Corporation Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors
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Peter McIntyre
Director
3 June 2021
PAGE 27
Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia
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INDEPENDENT AUDITOR'S REPORT
To the members of Copper Search Australia Pty Ltd
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Copper Search Australia Pty Ltd (the Company), which comprises the statement of financial position as at 30 June 2020, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting
In our opinion the accompanying financial report of Copper Search Australia Pty Ltd, is in accordance with the Corporations Act 2001 , including:
-
(i) Giving a true and fair view of the financial position as at 30 June 2020 and of its financial performance for the year ended on that date; and
-
(ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001 .
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the for the audit of the Financial Report section of our report. We are independent of the Company in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
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Material uncertainty related to going concern
We draw attention to Note 1(a) in the financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the e to realise its assets and discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this matter.
Other information
The directors are responsible for the other information. The other information obtained at the date of director report, but does not include the financial Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information obtained prior to the date of this misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
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responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
http://www.auasb.gov.au/auditors_responsibilities/ar4.pdf
BDO Audit (WA) Pty Ltd
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Jarrad Prue
Director
Perth, 3 June 2021