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ARK MINES LIMITED Interim / Quarterly Report 2021

Aug 31, 2021

64339_rns_2021-08-31_29d44661-d981-4852-a79d-8b09eabe5b80.pdf

Interim / Quarterly Report

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(Subject to a Deed of Company Arrangement) ACN 123 668 717

Financial Report

For the Half-Year Ended 31 December 2020

Contents Page
Corporate Directory 1
Directors' Report 2
Auditor’s Independence Declaration 4
Statement of Profit or Loss and Other Comprehensive Income 5
Statement of Financial Position 6
Statement of Cash Flows 7
Statement of Changes in Equity 8
Notes to the Financial Statements 9
Directors’ Declaration 15
Independent Auditor's Review Report 16
Schedule of Tenements 18

CORPORATE DIRECTORY

Directors Antony B Corel
Roger A Jackson
Ian B Mitchell
Company Secretary Ian B Mitchell
Registered office Ian B Mitchell and Associates
Level 9
MLC Centre
19 – 29 Martin Place
Sydney NSW 2000
Principal Place of Business C- KordaMentha
Level 10
40 St Georges Terrace
Perth WA 6000
Share Register Next Registries
PO Box H195
Australia Square NSW 1215
Auditor Moores Australia Audit (WA)
Level 15 Exchange Tower
2 The Esplanade
Perth WA 6000
Solicitors Ian B Mitchell and Associates
Level 9
MLC Centre
19 – 29 Martin Place
Sydney NSW 2000
Bankers National Australia Bank
Level 15
Ernst and Young Centre
680 George Street
Sydney NSW 2000
Accounting Services Professional Edge Pty Ltd
Level 7
1 Margaret Street
Sydney NSW 2000
Securities Exchange Listing Ark Mines Ltd (Subject to a Deed of Company Arrangement) shares are listed
on the Australian Securities Exchange (ASX code: AHK)
Website Address www.arkmines.com

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DIRECTORS’ REPORT

For the half-year ended 31 December 2020

Your Directors present their report together with the financial statements of Ark Mines Ltd (Subject to a Deed of Company Arrangement) (the “Company” or “Ark”) for the financial half-year ended 31 December 2020.

Directors

The names of the Directors, who held office from 1 July 2020 to date of this report, unless otherwise stated, are:

  • Antony B Corel

  • Roger A Jackson

  • Ian B Mitchell

Review of Operations

On 26 July 2020, the Directors notified the Deed Administrators of their concerns regarding the possibility that the Company would be delisted by the ASX unless its ASX reporting was brought up to date by 25 September 2021 as well as its overdue ASIC reporting requirements. The Directors advised the Deed Administrators that they were in a position to execute the DOCA immediately.

The Conditions Precedent included execution of the Asset Sale Agreement. Completion of the Asset Sale agreement has been extended by the Deed Administrators several times up to 26 March 2021.

The Directors raised the Contribution Balance and this was paid to the Deed Administrators on 15 February 2021.

The Deed Administrator settled the claims of unsecured creditors, excluding the amounts owed to the Directors, or their associates, in the sum of $70,149 on 11 June 2021.

The Deed Administrators completed the Asset Sale Agreement. The Deed Administrators received sale proceeds of $4,150,000 and the tenements were transferred to the purchaser on 10 June 2021. Following this, the Deed Administrator transferred $2,843,173 to Chan on 15 June 2021 and the balance of settlement to Chan on 20 July 2021 in full satisfaction of the Company’s derivative gold loan liability.

On 10 June 2021 the Deed Administrators notified the Directors that the completion of the DOCA had occurred and in accordance with clause 5.2(c) of the DOCA, managerial control of the Company was transferred to the Directors.

The Company has now signed a binding head of agreement (“HoA”) with Bmax Holdings Pty Limited (“Bmax”) to acquire 100% of the issued shares in MIJ Holdings Pty Ltd “(MIJ”) (“Acquisition”). Bmax currently holds (and is in the process of transferring to MIJ) three granted Exploration Permits; EPM26560 (Gunnawarra); EPM26464 (Mt. Jesse); and EPM26883 (Pluton), all located in the prolific Mt Garnet and Greenvale mineral field, northern Queensland. Further details of these EPMS are included in the Company’s ASX announcement of 25 August 2021.

Consideration for the Acquisition is $1.8m, to be satisfied through the issue of new fully paid ordinary shares in Ark Mines Ltd, at a deemed issue price of $0.20 per share (post a 1 for 20 consolidation) to Bmax, the vendor of MIJ, or its nominee.

Completion of the Acquisition is conditional upon, amongst other things:

  • Ark obtaining all regulatory approvals in order to undertake the Acquisition, including re-complying with the admission requirements of ASX;

  • Ark and Bmax each being reasonably satisfied with the due diligence performed on the other party, and / or the EPMs;

  • Ark obtaining all necessary shareholder approvals prior to 25 September 2021 (or such later date as agreed by the ASX); and

Ark raising at least $4.5m in new capital by the issue of new ordinary shares (“Capital Raising”).

The Company is now in the process of seeking shareholder approval to:

  • consolidate its fully paid ordinary shares on a 1 for 20 basis;

  • issue up to 25,000,000 new ordinary shares (post the 1 for 20 consolidation) at an issue price of $0.20 per share to raise up to $5m new capital;

  • issue 7,066,230 new ordinary shares (post the 1 for 20 consolidation) at an issue price of $0.10 with one free attaching option exercisable at $0.20 and expiring 2 years after issue, to repay loans to the Company made to fund the DOCA, including the DOCA Contribution Balance of $100,000 included in these financial statements; and

  • issue 2,000,000 new ordinary shares (post the 1 for 20 consolidation) at an issue price of $0.10 repay loans made to the Company post 30 June 2021 to fund the Company prior to the Capital Raising.

Further details of the Acquisition, the EPMs and the Capital Raising are included in the Company’s ASX announcement of 25 August 2021.

The profit for the Company during the half-year was $40,104 (2019: Loss $738,634).

Subsequent Events

The review of operations discussed above covers the period of the half-year ending 31 December 2020 and up to the date of this report. Details of all events that occurred specifically between 31 December 2020 and the date of this reported are shown in note 18 to the financial statements.

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DIRECTORS’ REPORT

For the half-year ended 31 December 2020

Auditor’s Independence Declaration

The auditor’s independence declaration for the half-year ended 31 December 2020 has been received and a copy is reproduced on page 4.

Rounding

The amounts contained in this report and in the half-year financial report have been rounded to the nearest dollar (where rounding is applicable) unless otherwise indicated.

This Report is made in accordance with a resolution of the Board of Directors and signed on behalf of the Board.

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Antony B Corel Chairman

Sydney, 31 August 2021

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AUDITOR’S INDEPENDENCE DECLARATION

For the half-year ended 31 December 2020

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STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the half-year ended 31 December 2020

Revenue from ordinary activities
Interest income
Total revenue
Less: Expenses
Accounting and secretarial expenses
Administration costs
ASX listing costs
Audit fees
Depreciation
Directors' fees
Insurance
Share registry costs
Travel and accommodation expenses
Other expenses from ordinary activities
Total expenses
Loss from operating activities
Fair value movement of derivative liability
Finance costs
Net foreign exchange gains
Profit before income tax
Income tax expense
Loss from continuing operations after income tax
Other comprehensive loss for the year
Total comprehensive loss for the year
Earnings per share
Basic - cents per share
Diluted - cents per share
Note December
2020
December
2019
$
$
10
-
147
- 147
5,000
16,719
358,591
8,000
12,500
16,155
15,000
21,330
2,989
1,993
-
48,520
-
10,865
-
2,145
-
8,240
-
7,407
394,080 141,374
(394,080) (141,227)
434,184
(575,730)
-
(21,683)
-
6
40,104 (738,634)
- -
40,104 (738,634)
- -
40,104 (738,634)
0.08
(1.40)
0.08
(1.40)

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

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STATEMENT OF FINANCIAL POSITION

As at 31 December 2020

Current assets
Cash and cash equivalents
Trade and other receivables
Capitalised exploration and evaluation expenditure
Environmental bonds
Plant and equipment
Total current assets
Total assets
Current liabilities
DOCA contribution
Asset sale agreement deposit
Trade and other payables
Borrowings
Derivative liability
Total current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Accumulated losses
Total equity
Note December
2020
June
2020
$
$
793,073 40,481
141,556 44,469
3,165,472 3,134,640
122,259 122,259
- 2,989
3
4
5
6
7
8
9
10
11
4,222,360 3,344,838
4,222,360 3,344,838
100,000 100,000
1,400,000 150,000
1,155,093 1,133,491
750,000 750,000
8,485,948
8,920,132
11,891,041 11,053,623
11,891,041 11,053,623
(7,668,681) (7,708,785)
9,976,683 9,976,683
(17,645,364) (17,685,468)
(7,668,681) (7,708,785)

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

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STATEMENT OF CASH FLOWS

For the half-year ended 31 December 2020

Cash flows from operating activities
Payments to suppliers and employees
Interest received
Interest and finance costs and exchange losses
Net cash used in operating activities
Cash flows from investing activities
Payment to secure release of tenement Royalty
Payment for exploration and evaluation expenditure
Proceeds from term deposit released
Net cash used in investing activities
Cash flows from financing activities
Proceeds from asset sale deposit
Proceeds from funding received by Administrators
Proceeds from share issues - net of share issue costs
Proceeds from loans
Net cash provided by financing activities
Net increase in cash held
Cash at beginning of financial year
Cash at end of financial year
Note December
2020
December
2019
$
$
(406,576) (35,852)
- 147
- (15,427)
(406,576) (51,132)
(60,000 )
-
(30,832) (22,824)
- 10,000
(90,832 ) (12,824)
1,250,000 -
- 30,000
- 36,436
- 3,000
1,250,000 69,436
752,592 5,480
40,481 1,348
793,073 6,828

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

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STATEMENT OF CHANGES IN EQUITY

For the half-year ended 31 December 2020

December 2020
Balance at 1 July 2020
Total comprehensive income for the year
Total
Transactions with owners in their capacity as owners
Ordinary shares issued, net of transaction costs
Balance at 31 December 2020
December 2019
Balance at 1 July 2019
Total comprehensive income for the year
Total
Transactions with owners in their capacity as owners
Ordinary shares issued, net of transaction costs
Balance at 31 December 2019
Note Issued capital
Acc. losses
Total
$
$
$
9,976,683
(17,685,468)
(7,708,785)
-
40,104
40,104
9,976,683
(17,645,364)
(7,668,681)
-
-
-
9,976,683
(17,645,364)
(7,668,681)
9,940,247 (15,239,707) (5,299,460)
- (738,634) (738,634)
9,940,247 (15,978,341) (6,038,094)
36,436 - 36,436
9,976,683 (15,978,341) (6,001,658)

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

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NOTES TO THE FINANCIAL STATEMENTS

For the half-year ended 31 December 2020

1. Corporate Information

Ark Mines Ltd (Subject to a Deed of Company Arrangement) is a public company, listed on the Australian Securities Exchange, incorporated and domiciled in Australia. The principal activity of the Company for the half-year was the disposal of its assets by the Deed Administrator for the benefit of creditors, and the execution of a Deed of Company Arrangement seeking to recapitalise the Company and secure a new exploration project .

2. Significant Accounting Policies

These financial statements for the half-year reporting period ended 31 December 2020 have been prepared in accordance with Australian Accounting Standard AASB 134 ‘Interim Financial Reporting’ and the Corporations Act 2001. This financial report covers Ark Mines Ltd (Subject to a Deed of Company Arrangement) and was authorised for issue in accordance with a resolution of Directors on 31 August 2021 For the purpose of preparing the financial statements, Ark Mines is a for-profit entity.

These financial statements do not include all the notes of the type normally included in annual financial statements and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the Company as the annual financial report. The half-year financial report should be read in conjunction with the annual financial report of Ark Mines Ltd (Subject to a Deed of Company Arrangement) as at 30 June 2020 and any public announcement made by the Company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

Basis of preparation

The half-year financial report has been prepared on the historical cost basis except as disclosed in the notes to the financial statements.

Significant accounting policies

The half-year financial report has been prepared using the same accounting policies as used in the annual financial report for the year ended 30 June 2020.

Fair value

Due to their short term nature, the Directors considered the carrying amounts of cash, current receivables and current payables to approximate their fair value.

3.
Trade and Other Receivables
GST recoverable
Other receivables
Total
4.
Capitalised Exploration and Evaluation Expenditure
Opening balance
Capitalised during the period
Closing Balance
December
2020
June
2020
$
$
47,765 10,678
93,791 33,791
141,556 44,469
3,134,640 3,052,323
30,832 82,317
3,165,472 3,134,640

9 | P a g e

NOTES TO THE FINANCIAL STATEMENTS

For the half-year ended 31 December 2020

5.
Environmental Bonds
EL 23237 Frances Creek
ML 23139 Mt Porter Mining Management Plan bonds
ML 29679 Glencoe
Total
6.
DOCA Contributions
Contributions received
Total
December
2020
June
2020
5,223 5,223
80,329 80,329
36,707 36,707
122,259 122,259
100,000 100,000
100,000 100,000

On 6 January 2020, Creditors voted to accept a DOCA proposed by the Directors of the Company for total consideration of $663k as this would result in a better return to creditors in timing, quantum, and certainty than other DOCA proposals received, or if the Company was liquidated. An initial payment of $75k was made on 7 February 2020 and a further payment of $25k was made on 2 June 2020. Please see note 18 – Subsequent Events for the latest details of the Administration process.

7. Asset Sale Agreement Deposit
Deposits received 1,400,000 150,000
Total 1,400,000 150,000
The Administrators agreed terms for an Asset Sale Agreement for the sale of the Company’s with Ausgold Trading Pty
Ltd for the sale of the Company’s mining tenements and associated assets for $4.15m. Of this amount, a deposit of
$150k was received on 29 January 2020 and a further amount of $1.25m on 15 December 2020. Please see note 18 –
Subsequent Events for the latest details of the Administration process.
8. Trade and Other Payables
Trade creditors 77,148 67,148
Other payables – Directors’ fees 558,404 558,404
Deferred Directors’ fees 449,855 449,855
Accruals 66,686 55,084
Other payable 3,000 3,000
Total 1,155,093 1,133,491
9. Borrowings - Current
Interest bearing loan from related party 750,000 750,000
Total 750,000 750,000

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NOTES TO THE FINANCIAL STATEMENTS

For the half-year ended 31 December 2020

10.
Derivative Liability
Balance at the beginning of the period
Fair value movement
Closing Balance
December
2020
June
2020
8,920,132
6,854,682
(434,184)
2,065,450
8,485,948
8,920,132

On 4 August 2016 the Company entered into a Gold Loan Facility Agreement (“Facility”) with Chan Investments Ltd (“Chan”) to fund its Mt. Porter gold mining project and surrounding exploration.

The Facility was secured by all of the current and future assets of the Company including its Mt Porter mining tenement (ML 23839) but excluding its Glencoe tenement (ML29679).

The carrying value for the Facility of $8,485,948 as at 31 December 2020 represents the fair value of the gold that would have needed to be delivered to satisfy this liability at that date, less an amount of $250,000 repaid in the 2019 financial year.

The movement of $434,184 from the 30 June 2020 carrying value of $8,920,132 has been charged to profit and loss as a fair value adjustment.

On 25 September 2019 Richard Tucker and Craig Shepard of KordaMentha were appointed Voluntary Administrators of the Company by Chan and later Deed Administrators following the acceptance of a Deed of Company Arrangement.

Please see the Company’s 30 June 2020 Annual Report for further details on this liability.

Please see note 18 – Subsequent Events for the latest details of the Administration process.

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11. Contributed Equity

No options over unissued ordinary shares were issued during the period.

Ordinary Shares Number
Balance at the beginning of the period
Shares issued during the period
Issued 15 August 2019
Issued 31 July 2019
Balance at the end of the period
No.
No.
52,321,175 51,129,509
- 525,000
- 666,666
52,321,175 52,321,175
Ordinary Shares Value
Balance at the beginning of the period
Shares issued during the period
15 August 2019 - 525,000 ordinary shares @ $0.04
31 July 2019 - 666,666 ordinary shares @ $0.03
Share issue costs
Balance at the end of the period
$
$
9,976,683 9,940,247
- 21,000
- 20,000
- (4,564)
9,976,683 9,976,683

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NOTES TO THE FINANCIAL STATEMENTS

For the half-year ended 31 December 2020

12. Commitments

Exploration Expenditure Commitments

The Company is required to meet minimum committed expenditure requirements to maintain current rights of tenure to exploration licences. These obligations may be subject to re-negotiation, may be farmed-out or may be relinquished and have not been provided for in the statement of financial position. A summary of aggregate commitments is as follows :


commitments is as follows:
Within 1 year
More than 1 year but not later than 5 years
More than 5 years but not later than 10 years
Total
December
2020
June
2020
-
10,795
-
34,000
-
-
-
447,95

These commitments refer to assets that are subject to an asset sale agreement being pursued by the Administrators as part of the Administration process.

Please see the Company’s 30 June 2020 Annual Report for further details on the Administration process.

Please see note 18 – Subsequent Events for the latest details of the Administration process.

13. Going Concern

On 25 September 2019 Richard Tucker and Craig Shepard of KordaMentha (“Administrators”) were appointed Voluntary Administrators of the Company by Chan Investments Ltd (“Chan”). As part of this process, on 28 January 2020 the Directors entered into a Deed of Company Arrangement (“DOCA”) with the Company and the Administrators. Under the terms of the DOCA, control of the Company was returned to the Directors on 10 June 2021.

The financial report has been prepared on a going concern basis, which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Directors believe it is appropriate to prepare these accounts on a going concern basis as:

  • the DOCA concluded on 10 June 2021 has extinguished all previous liabilities of the Company;

  • since the end of the financial year the Company has announced that subject to shareholder approval, it will equity settle certain post-administration liabilities, including the $100,000 DOCA Contribution Balance included in these financial statements;

  • since the end of the financial year Company has also announced that it has entered into a binding heads of agreement to acquire three gold and other mineral projects located in Queensland (“Acquisition”) for $1.8m to be funded by the issue of 9m ordinary shares, subject to shareholder approval; and

  • the Company expects to raise additional capital of at least $4.5m (“Capital Raising”), subject to shareholder approval, by 25 October 2021.

Further details of the post year end events above are included in Note 18 – Subsequent Events, and the ASX releases made by the Company on 25 August 2021.

Directors have commenced all actions necessary to ensure that the Acquisition and Capital Raising will be completed in accordance with the agreed terms and regulatory requirements and are confident that this can be achieved.

Directors also consider that a capital raising of $4.5m should be sufficient to fund the exploration and evaluation of these projects, and the working capital needs of the Company for the next two years.

On this basis, the Directors have prepared these Financial Statements on the going concern basis, however there remain significant risks that:

  • ASX may delist the Company if it determines that the Company has failed to meet the requirements of the Listing Rules, including failure to lodge outstanding ASX reporting requirements within the time stipulated by ASX, and / or recomplying with Chapters 1 and 2 of the Listing Rules; and

  • for whatever reasons the Acquisition and Capital Raising are not completed.

These risks give rise to a material uncertainty which may cast significant doubt over the Company’s ability to continue as a going concern.

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NOTES TO THE FINANCIAL STATEMENTS

For the half-year ended 31 December 2020

14. Fair Value Measurement

The estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methods.

The estimates presented are not necessarily indicative of the amounts that will ultimately be realised by the Company upon maturity or disposal. The use of different market assumptions and/or estimation methods may have a material effect on the estimated fair value amounts.

For cash and cash equivalents, trade and other receivables and trade and other payables, the carrying amounts approximate fair value, because of the short maturity and nature of these instruments, and therefore fair value information is not included in this note.

15. Segment Information

The Company has identified its operating segment based on internal reports that are reviewed and used by the chief operating decision maker in assessing performance and in determining the allocation of resources. Management has identified exploration and evaluation of mineral resources as the Company’s only operating segment as this is its principal activity.

16. Dividends

The Company has not declared or paid a dividend during the half-year.

17. Seasonality

The Company’s activities have not been subject to seasonal trends.

18. Subsequent Events

No matters or circumstances have arisen since the end of the half financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years except as follows.

On 10 June 2021, after the Due Date of the DOCA had been extended a number of times, the Directors raised the DOCA Contribution Balance and this was paid to the Deed Administrators.

On 10 June 2021, the Deed Administrators completed the Asset Sale Agreement. The Deed Administrators received sale proceeds of $4,150,000 and the tenements were transferred to the purchaser.

On 11 June 2021, the Deed Administrator settled the claims of unsecured creditors, excluding the amounts owed to the Directors, or their associates, in the sum of $70,149.

On 15 June 2021 The Deed Administrator transferred $2,843,173 to Chan and the balance of settlement to Chan on 20 July 2021 in full satisfaction of the Company’s derivative gold loan liability.

On 10 June 2021, the Deed of Administration was concluded and control of the Company returned to the Directors.

On 25 August 2021, the Company announced that it had signed a binding head of agreement (“HoA”) with Bmax Holdings Pty Limited (“Bmax”) to acquire 100% of the issued shares in MIJ Holdings Pty Ltd “(MIJ”) (“Acquisition”). Bmax currently holds (and is in the process of transferring to MIJ) three granted Exploration Permits; EPM26560 (Gunnawarra); EPM26464 (Mt. Jesse); and EPM26883 (Pluton), all located in the prolific Mt Garnet and Greenvale mineral field, northern Queensland. Further details of these EPMS are included in the Company’s ASX announcement of 25 August 2021.

Consideration for the Acquisition is $1.8m, to be satisfied through the issue of new fully paid ordinary shares in Ark Mines Ltd, at a deemed issue price of $0.20 per share (post a 1 for 20 consolidation) to Bmax, the vendor of MIJ, or its nominee.

Completion of the Acquisition is conditional upon, amongst other things:

  • Ark obtaining all regulatory approvals in order to undertake the Acquisition, including re-complying with the admission requirements of ASX;

  • Ark and Bmax each being reasonably satisfied with the due diligence performed on the other party, and / or the EPMs;

  • Ark obtaining all necessary shareholder approvals prior to 25 September 2021 (or such later date as agreed by the ASX); and

  • Ark raising at least $4.5m in new capital by the issue of new ordinary shares (“Capital Raising”).

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NOTES TO THE FINANCIAL STATEMENTS For the half-year ended 31 December 2020

18. Subsequent Events (cont.)

The Company also announced that it would seek shareholder approval to:

  • consolidate its fully paid ordinary shares on a 1 for 20 basis;

  • issue up to 25,000,000 new ordinary shares (post the 1 for 20 consolidation) at an issue price of $0.20 per share to raise up to $5m new capital;

  • issue 7,066,230 new ordinary shares (post the 1 for 20 consolidation) at an issue price of $0.10 with one free attaching option exercisable at $0.20 and expiring 2 years after issue, to repay loans to the Company made to fund the DOCA, including the DOCA Contribution Balance of $100,000 included in these financial statements; and

  • issue 2,000,000 new ordinary shares (post the 1 for 20 consolidation) at an issue price of $0.10 repay loans made to the Company post 30 June 2021 to fund the Company prior to the Capital Raising.

Further details of the Acquisition, the EPMs and the Capital Raising are included in the Company’s ASX announcement of 25 August 2021.

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DIRECTORS’ DECLARATION

For the half-year ended 31December 2020

The Directors of the Company declare that:

In their opinion:

  • the attached financial statements and notes thereto comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;

  • the attached financial statements and notes thereto give a true and fair view of the Company’s financial position as at 31 December 2020 and of its performance for the financial half-year ended on that date; and

  • there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors made pursuant to section 303(5) of the Corporations Act 2001.

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_______

Antony Corel

Director Sydney, 31 August 2021

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INDEPENDENT AUDITOR’S REVIEW REPORT

For the half-year ended 31 December 2020

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INDEPENDENT AUDITOR’S REVIEW REPORT For the half-year ended 31 December 2020

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SCHEDULE OF TENEMENTS

As at 31 December 2020

Licence Title name Interest Mineral Grant date Expiry date Status
ML 29679 Glencoe 100% Gold 27 September 2012 26 September 2022 Current
ML 23839 Mt. Porter 100% Gold 2 February 2005 1 February 2030 Current
EL 23237 Frances Creek South 100% Gold 8 December 2003 7 December 2020 Current
ELR 116 Mt. Porter 100% Gold 12 September 1990 11 September 2021 Current
ML 24727 Frances Creek 100% - Gold rights only Gold 5 April 2007 4 April 2032 Current
ML 25087 Frances Creek 100% - Gold rights only Gold 24 April 2007 23 April 2032 Current
ML 25088 Frances Creek 100% - Gold rights only Gold 24 April 2007 23 April 2032 Current
ML 25529 Frances Creek 100% - Gold rights only Gold 22 December 2010 21 December 2035 Current
ML 27225 Frances Creek 100% - Gold rights only Gold 17 August 2012 16 August 2037 Current
ML 27226 Frances Creek 100% - Gold rights only Gold 21 January 2014 20 January 2039 Current
ML 27227 Frances Creek 100% - Gold rights only Gold 20 October 2011 19 October 2036 Current
ML 27228 Frances Creek 100% - Gold rights only Gold 26 September 2011 25 September 2036 Current
ML 27229 Frances Creek 100% - Gold rights only Gold 20 October 2011 19 October 2036 Current
ML 27230 Frances Creek 100% - Gold rights only Gold 21 January 2014 20 January 2039 Current
EL 10137 Frances Creek 100% - Gold rights only Gold 10 July 2002 9 July 2020 Current

18 | Page

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