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ALTITUDE MINERALS LTD Annual Report 2019

Sep 12, 2021

64451_rns_2021-09-12_b4f7a524-d611-4669-9d0a-e5b70b438c4a.pdf

Annual Report

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FINANCIAL REPORT

FOR THE YEAR ENDED 30 JUNE 2019

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CONTENTS

PAGES
DIRECTORS REPORT
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
DIRECTORS DECLARATION 27
AUDITORS REPORT

PAGE 2

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DIRECTORS REPORT FOR THE YEAR ENDED 30 JUNE 2019

Your Directors present their report on the en ty for the year ended 30 June 2019.

Directors

The names and details of the Directors in o ce at any me during the nancial 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 ve Director (resigned 11 May 2021) Chris Execu ve Director (resigned 30 April 2020)

Principal Ac vi es

The principal con nuing ac vi es of the en ty during the nancial 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 nancial year ended 30 June 2019 a er income tax amounted to $706,192.

Dividends Paid or Recommended

No dividend was paid or declared during the nancial 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 su cient funds to con nue with planned explora on e orts on those licenses that the Company intends to con nue to hold.

Signi cant Changes in the State of A airs

There were no signi cant changes in the state of a airs during the nancial year.

PAGE 3

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DIRECTORS REPORT FOR THE YEAR ENDED 30 JUNE 2019

Events since the end of the year

The impact of the Coronavirus (COVID 19) pandemic is ongoing and while it has not signi cantly impacted the en ty up to 30 June 2019, 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 bene t of the Directors in o ce 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 O er 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 o ce in December 2020.

No other ma ers or circumstances have arisen since the end of the nancial year which signi cantly a ected or may sig ni cantly a ect the opera ons of the Company, the results of those opera ons, or the state of a airs of the Company in future nancial years.

Environmental Regula ons

The en ty's opera ons are not subject to any signi cant 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 e ect on the Company for the current nor subsequent nancial 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 2019

Informa on on Directors and Secretary

Names, quali ca 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 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 22 May 2019 Resigned 11 May 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 no unexercised op ons.

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DIRECTORS REPORT FOR THE YEAR ENDED 30 JUNE 2019

Indemni ca on and Insurance of Directors and O cers

During the nancial year, the Company has not maintained any insurance policy which indemni es the Directors and O c ers of CSA in respect of any liability incurred in connec on with the performance of their du es as Directors or O cers of the Company.

Proceedings on behalf of the Company

No person has applied to the Court under sec on 237 of the Corpora on 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 sec on 237 of the Corpora on Act 2001.

Non audit Services

The Directors are sa s ed that the provision of non audit services is compa ble with the general standard of independence for auditors imposed by the Corpora ons Act. The Directors are sa s ed that the provision of non audit services by the au ditor, as set out below, will not compromise the auditor independence requirements of the Corpora ons Act 2001 for the following reasons:

All non audit services have been reviewed by the Board to ensure they do not impact the impar ality and objec vity of the auditor; and

None of the proposed services undermine the general principles rela ng to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, including reviewing or audi ng the auditor's own work, ac ng in a management or a decision making capacity for the Company, ac ng 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 BDO (WA) Pty Ltd and its related prac ces. BDO (WA) Pty Ltd was however engaged to provide an Independent Assurance Report for inclusion with the issue of a prospec tus proposed by the Company to be issued in June / July 2021.

Independence Declara on

The Auditor's Independence Declara on, as required under Sec on 307c of the Corpora ons Act 2001, for the nancial year ended 30 June 2019 has been received and can be found on page 7.

This report is made in accordance with a resolu on of directors.

Dated this 3rd September 2021 Director

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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 2019, I declare that, to the best of my knowledge and belief, there have been:

  1. No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the audit; and

  2. No contraventions of any applicable code of professional conduct in relation to the audit.

BDO Audit (WA) Pty Ltd

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Jarrad Prue

Director

Perth, 3 September 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.

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STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2019

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 o
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 2019
$
16
388,612
388,628
(14,092)
(1,080,728)
(1,094,820)
(706,192)
(706,192)
(706,192)
Cents Per Share
(11.80)

The above statement of pro t or loss and other comprehensive income should be read in conjunc on with the accompany ing notes.

PAGE 8

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2019

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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 2019
$
277,405
500,584
777,989
777,989
43,727
43,727
43,727
734,262
2,156,512
(1,422,250)
734,262

The above statement of nancial 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 2019

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
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

The above statement of changes in equity should be read in conjunc on with the accompanying notes.

PAGE 10

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STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2019

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----- Start of picture text -----

YEAR ENDED
30 JUNE 2019
Note $
Cash ows from opera ng ac vi es
Interest received 16
Other income
Payments to suppliers (Including GST) (1,066,240)
Net cash ows used in opera ng ac vi es 10 (1,066,224)
Cash ows from inves ng ac vi es
Net cash ows used in inves ng ac vi es
Cash ows from nancing ac vi es
Proceeds from issue of shares 1,231,736
Net cash ows from nancing ac vi es 1,231,736
Net increase / (decrease) in cash and cash equivalents held
165,512
Add opening balance of cash and cash equivalents 111,893
Closing cash and cash equivalents at end of year 277,405
----- End of picture text -----

The above statement of cash ows 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 nancial statements and notes represent those of Copper Search Australia Pty Ltd or the

The principal accoun ng policies adopted in the presenta on of these nancial 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 nancial statements are general purpose nancial 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 and the Corpora ons Act 2001. The Company is a for pro t en ty for the purposes of preparing these nancial statements.

Compliance with IFRSs

The nancial 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 nancial statements have been prepared under the historical cost conven on.

Cri cal Accoun ng Es mates

The prepara on of nancial 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 accoun ng policies. The are as involving a higher degree of judgement or complexity, or areas where assump ons and es mates are signi cant to the nancial statements are disclosed in note 2.

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 2018.

Going Concern

The nancial statements for the year ended 30 June 2019 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 $706,192 and had net cash ou lows from opera ng ac vi es of $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 signi cant doubt about the 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 s ed that at the date of signing of the nancial 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 nancial 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 di er from those stated in the nancial statements. The nancial report does not include any adjustments rela ng to the recoverability or classi ca on of recorded asset amounts, nor the amounts or classi ca 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 ed as the Board of Directors.

(c) Foreign Currency Transla on

i) Func onal and Presenta on Currency

Items included in the nancial statements of the Company are measured using the currency of the primary economic envi ronment in which the en ty operates func onal The nancial statements are presented in Australian dol lars, which is the 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 pro t or loss and other comprehensive Income, except when they are deferred in equity as qualifying cash ow 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 pro t or loss and other com prehensive income, within nance costs. All other foreign exchange gains and losses are presented in the Statement of Pro t 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 di erence 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 e ec 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 nancial 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 e ec 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 ows rela ng to short term receivables are not discounted if the e ect of discoun ng is immaterial. The movement in the provision is recognised in pro t or loss.

Expected credit losses of nancial asset at amor sed cost

Loss allowances for nancial 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 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 nancial assets with xed 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 nancial report date which are classi ed as non current assets. Loans and receivables are included in re ceivables in the statement of nancial posi on.

Financial assets are derecognised when the rights to receive cash ows from the nancial 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 e ec 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 e orts 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 bene ts derived from commercial produc on once this commences.

Expenditure incurred directly on explora on for minerals prior to an area of interest being iden ed and con rmed as con taining poten ally economic mineralisa on are wri en o 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 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 signi cant 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 nancial 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 e ec ve interest rate method.

(k) Employee Bene ts

i) Short Term Obliga ons

Where paid, liabili es for wages and salaries, including non monetary bene ts, 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 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, pro t sharing and bonus plans are recognised as expenses in pro t 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 bene ts are provided to employees as op ons, the fair value of the op ons is to be rec ognised as an employee bene t 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 speci ed ves ng condi ons are to be sa s ed.

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 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 di erences 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 subsidiaries and associates operate and generate taxable income.

Deferred income tax is provided on all temporary di erences at the statement of nancial posi on date, arising between the tax bases of assets and liabili es and their carrying amounts in the consolidated nancial statements and are recognised for all taxable temporary di erences:

  • 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, a ects neither the accoun ng pro t nor

  • taxable pro t or loss; and

  • In respect of taxable temporary di erences associated with investments in subsidiaries, associates and interests in joint ventures, except where the ming of the reversal of the temporary di erences can be controlled and it is prob able that the temporary di erences will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deduc ble temporary di erences, 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 di er ences and losses:

  • Except where the deferred income tax asset rela ng to the deduc ble temporary di erence 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, a ects neither the accoun ng pro t nor the taxable pro t or loss; and

  • In respect of taxable temporary di erences 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 di er ences will reverse in the foreseeable future extent that it is probable that the temporary di erences 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 nancial posi on date.

Income taxes rela ng to items recognised directly in equity are recognised in equity and not in the statement of pro t 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 nancial posi on.

  • Cash ows are included in the statement of cash ows on a gross basis and the GST component of cash ows arising from inves ng and nancing ac vi es, which is recoverable from, or payable to, the taxa on authori es are classi ed as opera ng cash ows.

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 classi ed 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 pro t 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 nancial year, adjusted for bonus elements in ordinary shares issued during the year.

ii) Diluted Earnings per Share

Diluted earnings per share adjusts the gures used in the determina on of basic earnings per share to take into account the a er income tax e ect of interest and other nancing 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.

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 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 nancial 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 de ni on, seldom equal the related actual results. The es mates and assump ons that have a signi cant risk of causing a materi al adjustment to the carrying amounts of assets and liabili es within the next nancial 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 su ered 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 su ciently probable that these losses will be recouped by means of future pro ts 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, sta ng and geo graphic regions in which the en ty operates. Other than as addressed in speci c notes, there does not currently appear to be either any signi cant impact upon the nancial statements or any signi cant 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 nancial 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 pro t 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 signi cant 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

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NOTES TO THE FINANCIAL STATEMENTS

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----- Start of picture text -----

YEAR ENDED
30 JUNE 2019
$
Administra on and Corporate Expenses includes:
Other administra on and corporate expenses 14,092
14,092
Explora on expenses wri en o as incurred includes:
Explora on costs expensed 1,080,728
1,080,728
----- End of picture text -----

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 nancial statements as follows:

Loss from con
nuing opera
ons
Income tax expense/(bene
t) calculated at 27.5%
E ect of unused tax losses and tax o sets 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 2019
$
(706,192)
(194,203)
194,203
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 pro ts 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 pro ts will be availa ble against which deduc ble temporary di erences and tax losses can be u lised.

PAGE 19

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NOTES TO THE FINANCIAL STATEMENTS

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----- Start of picture text -----

YEAR ENDED
30 JUNE 2019
$
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 (706,192)
Cents
Basic and dilu ve loss per share (cents per share) (11.80)
Number
Weighted average number of ordinary shares outstanding during the
5,985,186
year used in calcula on of basic and dilu ve loss per share
$
Cash at bank 277,405
Other receivables
GST refund due 3,812
R & D refund due 496,772
500,584
----- End of picture text -----

Due to the short term nature of these receivables, their carrying amount is assumed to approximate their fair value.

EXPENDITURE ACQUISITION COSTS

Explora on expenditure is expensed directly to the statement of pro t or loss as and when it is incurred and is included as part of cash ows 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 o 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 2019
$
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

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NOTES TO THE FINANCIAL STATEMENTS

Current trade and other payables
Trade creditors
These amounts are expected to be se led within 12 months.
YEAR ENDED
30 JUNE 2019
$
43,727

Due to the short term nature of these payables, their carrying amount is assumed to approximate their fair value.

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----- Start of picture text -----

30 JUNE 2019
Number of Shares $
Issued Shares
10,125,186 2,156,512
Movements in ordinary share capital
Opening 1 July 2018 200 450,000
Issue of shares for payout of shareholder 2018 * 5,744,986 1,268,512
Issue of shares to 2019 4,380,000 438,000
Closing 30 June 2019 10,125,186 2,156,512
----- End of picture text -----

  • 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.

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NOTES TO THE FINANCIAL STATEMENTS

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----- Start of picture text -----

YEAR ENDED
30 JUNE 2019
Number of Op ons $
Issued ons to acquire Ordinary Shares
Nil
Movements in op ons
Opening 1 July 2018
Issue of op June 2019
Closing 30 June 2019
.
30 JUNE 2019
$
Reconcilia on of cash ow from opera ons with loss from con nuing op
era ons a er income tax.
Loss a er income tax (706,192)
Non cash ows in loss
Increase / (decrease) in trade creditors 5,957
(Increase) / decrease in trade and other receivables (365,989)
Cash ou lows from opera ons (1,066,224)
----- End of picture text -----

(a) Parent En ty

The ul mate parent en ty that exercises control over the Company is Macallum Group Ltd which is incorpo rated in Australia. Macallum presently holds 54% 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 e ect 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 sta charged at the full cost of providing the personnel in volved. Re red Directors Mar n Spivey and Rance Dorrington are paid employees of Macallum.

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NOTES TO THE FINANCIAL STATEMENTS

(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

There has been no other transac ons with related par es.

No dividend was paid or declared during the year and the Directors have not recommended the payment of any dividend.

The company had no commitments at 30 June 2019.

There were no known con ngent liabili es or con ngent assets at 30 June 2019.

PAGE 23

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NOTES TO THE FINANCIAL STATEMENTS

The impact of the Coronavirus (COVID 19) pandemic is ongoing and while it has not signi cantly 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 bene t of the Directors in o ce 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 O er 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 o ce in December 2020.

No other ma ers or circumstances have arisen since the end of the nancial year which signi cantly a ected or may signi cantly a ect the opera ons of the Company, the results of those opera ons, or the state of a airs of the Company in future nancial years.

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.

Audi
ng the
nancial statements, including audit
years
Other services
Total remunera
on of auditors
Amounts received / es
mated as due and receivable by the auditor for:
30 JUNE 2019
$

PAGE 24

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NOTES TO THE FINANCIAL STATEMENTS

Interest revenue

Interest revenue is recognised as it accrues, taking into considera on the e ec ve yield on the nancial asset.

The nancial instruments comprises mainly cash. The main purpose of this nancial instrument is for the provi sion of working capital for the opera ons of the Company.

The Company has other nancial instruments such as sundry debtors and trade creditors which arise as a normal part of the opera ons.

Throughout the nancial year and up to the date of this report the Company has not undertaken any trading in nancial 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.

The main risk associated with nancial instruments is interest rate risk as summarised below.

Interest rate risk

At 30 June 2019 the exposure to market risk for interest rates is primarily related to the cash held.

The Company has not to date considered its exposure to interest rate risks as no signi cant cash balances have been held and the addi onal cost of formally monitoring such balances would likely outweigh any bene ts received by doing so. This policy is likely to change if and when signi cant balances are held in future periods.

Liquidity risk

The Company has no signi cant exposure to liquidity risk as there is signi cant 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 nancial loss to the Company. The Company currently has no signi cant 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.

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.

Up to and including the nancial year ended 30 June 2019 there has been no remunera on paid to any Directors or any KMP. Subsequent to the end of the year the Directors in o ce 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

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.

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 2019
$
1,268,512
15,000
1,283,512

PAGE 26

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DECLARATION

The Directors of the Company declare that:

  • 1) The nancial statements and notes, as set out on pages are in accordance with the Corpora ons Act 2001 and:

  • a) comply with Accoun ng Standards and the Corpora ons Regula ons 2001 and other mandatory professional repor ng requirements; and

  • b) give a true and fair view of the nancial posi on as at 30 June 2019 and of the performance for the year ended on that date of the company;

  • 2) In the 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 nancial statements and notes thereto are in accordance with Interna onal Financial Repor ng Standards issued by the Interna onal Accoun ng Standards Board.

  • 4) This declara on has been made a er receiving the declara on to be made to the directors in accordance with sec on 295A of the Corpora on Act 2001.

This declara on is made in accordance with a resolu on of the Board of Directors

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Peter McIntyre

Director

3 September 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 2019, 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 2019 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 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.

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 ability to continue as a going concern and therefore the entity may be unable to realise its assets and discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this matter.

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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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 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.

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 from material misstatement, whether due to fraud or e 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 September 2021