AI assistant
Celsius Resources Limited — Interim / Quarterly Report 2022
Mar 14, 2022
10450_rns_2022-03-14_16b642f2-ebdb-42f6-b581-8331903323f2.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
==> picture [413 x 161] intentionally omitted <==
ABN 95 009 162 949
HALF-YEAR FINANCIAL REPORT
31 DECEMBER 2021
CONTENTS
| Corporate Directory | 1 |
|---|---|
| Directors’ Report | 2 |
| Statement of Profit or Loss and Other Comprehensive Income | 9 |
| Statement of Financial Position | 10 |
| Statement of Changes in Equity | 11 |
| Statement of Cash Flows | 12 |
| Notes to the Financial Statements | 13 |
| Directors’ Declaration | 20 |
| Auditor’s Independence Declaration | 21 |
| Independent Auditor’s Review Report | 22 |
________________
CORPORATE DIRECTORY
==> picture [93 x 37] intentionally omitted <==
DIRECTORS
Mr Martin Buckingham Executive Chairman Mr William Oliver Non-Executive Director Mr Michael Hulmes Mr Robert Gregory Mr Julito Sarmiento Mr Jonathan Colvile Ms Attilenore Austria Mr Blair Sergeant
Non-Executive Director
Non-Executive Director (appointed 9 November 2021) Managing Director (appointed 1 January 2022)
Non-Executive Director (appointed 9 November 2021) Non-Executive Director (appointed 19 January 2022) Non-Executive Director (resigned 30 September 2021) Executive Director - Corporate (resigned 15 December 2021)
COMPANY SECRETARY
Ms Melanie Ross
REGISTERED OFFICE & CONTACTS
SHARE REGISTRY
Level 2 Automic Registry Services 22 Mount Street Level 5 PERTH WA 6000 191 St Georges Terrace Ph: +61 8 6188 8181 PERTH WA 6000 Fax: +61 8 6188 8182 Telephone: +61 8 9324 2099
Web: www.celsiusresources.com.au
Email: [email protected] Stock Exchange Listing - ASX Code: CLA
SOLICITORS
Steinepreis Paganin Level 4 The Read Buildings 16 Milligan Street PERTH WA 6000 Ph: +61 8 9321 4000 Fax: +61 8 9321 4333
AUDITORS
RSM Australia Partners Level 32 Exchange Tower 2 The Esplanade PERTH WA 6000 Ph: +61 8 9261 9100 Fax: +61 8 9261 9111
Page 1
DIRECTORS’ REPORT
________________
==> picture [93 x 37] intentionally omitted <==
Your Directors present their report together with the half-year financial report on the consolidated entity, consisting of Celsius Resources Limited and the entities it controlled at the end of, or during the half-year ended 31 December 2021.
DIRECTORS
The Directors in office at the date of this report and at any time during the half-year are as follows:
Mr Martin Buckingham Executive Chairman Mr William Oliver Non-Executive Director Mr Michael Hulmes Non-Executive Director (appointed on 9 November 2021) Mr Robert Gregory Managing Director (appointed on 1 January 2022) Mr Julito Sarmiento Non-Executive Director (appointed 9 November 2021) Mr Jonathan Colvile Non-Executive Director (appointed 19 January 2022) Ms Attilenore Austria Non-Executive Director (resigned 30 September 2021) Mr Blair Sergeant Executive Director- Corporate (resigned 15 December 2021)
PRINCIPAL ACTIVITIES
During the half-year, the principal activities of the consolidated entity consisted of mineral exploration in Australia, Namibia and the Philippines.
There were no significant changes in the nature of the activities of the consolidated entity during the half-year.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the consolidated entity during the half-year.
REVIEW OF OPERATIONS
Corporate
The consolidated net loss of the consolidated entity after income tax for the half-year ended 31 December 2021 amounted to $3,139,084 (31 December 2020: $639,491).
Performance Rights
During the period, 17,650,000 performance rights were issued to Management and 7,500,000 performance rights were issued to Mr. Blair Sergeant (Executive Director – Corporate). On 1 December 2021, the consolidated entity announced the completion of a positive Scoping Study on the MCB Project, being the achievement of Milestone 1 vesting condition. On 3 December 2021, 6,750,000 fully paid ordinary shares were issued on conversion of performance rights. On 15 December 2021, 5,000,000 performance rights lapsed due to the resignation of Mr. Blair Sergeant as Executive Director – Corporate.
Maalinao-Caigutan-Biyog Copper Gold Project, Philippines (Celsius - 100%)
Makilala Mining Company, Inc. (“MMCI”), a wholly owned Philippine subsidiary of Celsius in the Philippines, has gained headway in the implementation of its Exploration, Environment, and Community Development Programs for the Maalinao-Caigutan-Biyog (“MCB”) Copper-Gold Project in the Cordillera Administrative Region, despite the ongoing challenges of the COVID-19 pandemic.
Page 2
________________
DIRECTORS’ REPORT
==> picture [93 x 37] intentionally omitted <==
Exploration Work
Drilling Program
Two drill holes were completed for the period. MCB-034 and MCB-036, with final drilling depths of 684.40m and 860.20m, and average core recoveries at 94% and 97%, respectively. Shallow core mineralisation was identified at MCB-036 from 19m down hole, extending down to 691m with several higher-grade intervals intersected, including a well-defined high-grade core which is above a cut-off grade of approximately 0.5% copper.
The holes were fitted with Vibrating Wire Piezometers with initial results collected to support the hydrogeological study. Geologic logging, point load testing, and assay sampling of cores from MCB-034 and MCB036 were also completed and carried out in accordance with the Company’s procedures and in compliance with JORC standards. A total of 215 core samples from MCB-034 and 426 samples from MCB-036 were collected and sent to Intertek laboratory for multi-element assaying. Core samples for Metallurgical Testing (communition, flotation, and crushing test work) were collected, vacuum-sealed, and dispatched to Perth, Australia.
A new drilling contractor, DrillCorp Philippines, was engaged for the continuation of drilling operations of five diamond drill holes, eight geotechnical drill holes, and hydrogeological test work.
Scoping Study
The Scoping Study for the MCB Project was completed in October 2021 with favorable results, the study outcome indicated the technical and financial viability to advance the project into a Pre-Feasibility Study phase, along with other work programs.
The study results have been presented to key stakeholders—the Balatoc Council of Elders, government officials of the Barangay and Municipal Local Government, National Council of Indigenous Peoples and Regional Mines and Geosciences Bureau--to seek endorsements to support the application for a Declaration of Mine Project Feasibility and Mine Production Sharing Agreement in support of the project proceeding through the various government approval phases.
Future Works
Future technical works and field investigations are being carried out in 2022 to provide further information for the engineering of the underground mine and surface infrastructure plans which will provide the basis of the Pre-feasibility study. These include further conformation resource drilling, LiDAR Survey and Aerial Photogrammetry, geotechnical and hydrogeological studies, among others.
Community Development
Human Resource Development and Institutional Building
Initiatives to help strengthen local institutions such as the Council of Elders and the Barangay Council (COE-BC) have proven to be effective. Through regular meetings, the COE-BC has managed to solve project-related community concerns amongst themselves using their own conflict resolution/justice system. A sense of ownership has been cultivated among the COE-BC members as evident in their efforts to take responsibility in addressing land conflicts in communal infrastructure projects or dealing with erring community members.
Given the limited resources of local governments, three desktop computers and as a projector were provided, upon the request of the Municipal Government Office, which has significantly enhanced their productivity in data management and improved their capacity to deliver services to their constituents.
Page 3
DIRECTORS’ REPORT
________________
==> picture [93 x 37] intentionally omitted <==
Infrastructure Development and Support Services
Several community infrastructure projects are in the pipeline and in various stages of implementation. Planning and design for the construction of a footbridge has been completed, construction will commence once the landowners have donated the land where the bridge will be located.
Technical plans, landowner consent, and procurement of materials for the potable water system have been completed. Construction is targeted to commence by the first quarter of 2022. Building materials and furniture have also been provided to improve Church facilities. This was seen by the community as a way to increase Church attendance and thereby help promote peace and order in the Community.
Access to Education and Educational Support Program
A Multi-Purpose Room was constructed in preparation for the anticipated face-to-face learning for the next school year. The completion of the project justifies the assignment of a Senior High School Teacher for the incoming Grade 12 students, thus reducing travel and boarding cost to attend school in the next town or city which is some three hours away.
The Company has also continued to extend internet access and workspace for local teachers and students to do their research, participate in online regional competitions, attend online lectures. This has been a great assistance to the far-flung Balatoc community, that have no cell site or internet access to support their teachinglearning advancement.
Access to Health and Health Services
Local transmissions of COVID-19 cases peaked in the months of September and October which placed the community at a vulnerable situation given the distance to the nearest medical testing facilities, the limited medical supplies, and the capacity of health personnel.
Additional antigen test kits, personal protective equipment and medical supplies were provided to help the Barangay and Municipal Health Offices in attending to the needs of the locals amidst the dwindling resources. MMCI’s Community Relations Officer also acted as a conduit between the local health offices and the community to help inform, educate, and communicate on the health status and updates in the community at the height of the pandemic.
The partnership between the local government and MMCI has been formalized in a Memorandum of Agreement to share expertise and resources in implementing plans and programs aimed at building capacities for the implementation of health, safety, and disaster response initiatives.
Protection and Respect for Socio-Cultural Values
A strong sense of community is inherent among the Balatoc Tribe which is manifested in times of celebrations and in difficult times (sickness or death). It is customary for each community member take part in raising the required funds to support an activity or event. A ritual is also conducted at the start of every activity such as acquisition of new properties, building of new structures, or start of an important event. As a partner in development, MMCI has extended financial support in observance of such traditions and participated in the process.
Environment
Progressive site rehabilitation for completed drill holes (MCB-033, MCB-034, and MCB-036) has been carried out.
Page 4
DIRECTORS’ REPORT
==> picture [93 x 37] intentionally omitted <==
________________
Temporary structures were removed, all excavations were backfilled with bagged topsoils, disturbed areas were revegetated with regional species and vegetables. A tree planting activity was also organized in September along the trails and areas prone to landslides as part of the rehabilitation efforts.
Another tree planting activity was also organized in support of the National Greening Program. Three hundred pine seedlings were planted at the adopted site as the Company’s contribution to the reforestation and climate change mitigation efforts of the government. The activity, which was participated in by MMCI employees and community members, included a hands-on training on transplanting techniques and seedling care and management as an IEC campaign to inculcate the importance of environmental protection and instill a responsibility in taking care of the environment.
Completion of Baseline Studies
Social, Pedology, Noise, Aquatic, Terrestrial Flora and Fauna Studies were completed while the Climatology study is expected to be completed by the first quarter of 2022. Data from these studies will form the basis of the Environmental Impact Assessment .
Regulatory Compliance
The Company has submitted and complied with all the regulatory reportorial requirements on schedule with no penalties incurred from the Mines and Geosciences Bureau and zero accidents/incidents for the year .
Cullarin West Project, Australia (Celsius – 100%)
As previously announced, a desktop review of publicly available geological and geophysical information has identified numerous targets at the Cullarin West and Yass Projects (refer ASX Announcements 8 July 2020 and 30 July 2020).
The Company is reviewing options to divest or partner the project.
==> picture [427 x 282] intentionally omitted <==
Figure 1: Location map of Cullarin West Project and Sky Metals’ Cullarin discovery.
Page 5
DIRECTORS’ REPORT
________________
==> picture [93 x 37] intentionally omitted <==
Opuwo Cobalt Project, Namibia (Celsius – 95%)
During the half year, the Company continued to notice the upswing in Cobalt prices during 2021. This is driving the renewed focus to advance the project. Two ongoing mineralogy studies with the University of Leoben (Austria) have shown that cobalt has a strong association with the zinc sphalerite minerals rather than the previous thought copper / iron minerals. This would explain the previous poor floatation results where the zinc was suppressed. The poor concentrator recoveries meant the high pressure autoclave refining stage was uneconomic due to high gangue minerals. It is now thought that focussing on a zinc flotation with roasting in conjunction with, or hydrometallurgical refining would achieve an economic outcome. The Company now plans to obtain fresh metallurgical samples by diamond drill core and undertake a new metallurgical test program.
The Company is entertaining approaches from various parties interested to partner the ongoing test work process ranging from JV to outright sale.
==> picture [396 x 378] intentionally omitted <==
Figure 2: Location map of the Opuwo Cobalt-Copper Project
Abednegno Hill Project, Australia (100%)
The Abednegno Hill Nickel Project is located to the south and west of Minara Resources’ Murrin nickel mine. Given the recent improvement in the nickel price and forward forecasts, the Company is evaluating opportunities to unlock value from the Abednegno Hill Project, either by implementation of exploration programs, and/or seeking JV opportunities to advance the Project.
Page 6
DIRECTORS’ REPORT
________________
==> picture [93 x 37] intentionally omitted <==
EVENTS SUBSEQUENT TO REPORTING DATE
On 1 January 2022, Mr. Robert Gregory commenced his role as Managing Director and Mr. Jonathan Colville was appointed as a Non-Executive Director effective from 19 January 2022.
On 7 February 2022, it was announced that the consolidated entity’s Namibian subsidiary, Opuwo Cobalt Mining Pty Ltd has engaged Stewardship Drilling Pty Ltd (“Stewardship”) as Drilling Contractor for Opuwo. As compensation for their services, 10,417,500 fully paid ordinary shares were proposed to be issued in lieu of cash payment under the Stewardship Agreement.
On 4 March 2022, it was announced that firm commitments were received from sophisticated investors for a heavily supported $3.4 million placement. 167,487,687 fully paid ordinary shares at an issue price of $0.0203 per share with one free attaching option for each two shares issued. 83,743,842 options at an exercise price of $0.04, expiring two years from issue are intended to be listed on the ASX. EverBlu Capital Pty Ltd (“EverBlu”) acted as Lead manager to the Placement. EverBlu will receive 6% of the gross proceeds raised from the issue of ordinary shares plus 66,995,074 options, subject to shareholder approval. On 10 March 2022, 167,487,687 fully paid ordinary shares were issued at an issue price of $0.0203.
Whilst exploration activities have been able to continue, the impact of the Coronavirus (COVID-19) pandemic is ongoing. It is not practical to estimate the potential impact, positive or negative, after the reporting date. The situation is continually developing and is dependent on measures imposed by Australian, Philippine and Namibian Governments, and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and economic stimulus that may be provided.
The Directors are not aware of any other matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated entity the results of those operations, or the state of affairs of the consolidated entity in future financial years.
Page 7
DIRECTORS’ REPORT
==> picture [93 x 37] intentionally omitted <==
________________
AUDITOR’S INDPENDENCE DECLARATION
The lead auditor’s independence declaration under section 307C of the Corporations Act 2001 is included within this half-year financial report.
This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.
On behalf of the directors
==> picture [116 x 51] intentionally omitted <==
Robert Gregory Managing Director Dated this 15[th] day of March 2022
Page 8
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2021
==> picture [93 x 37] intentionally omitted <==
________________
| Other income Directors’ and employee benefits expense Legal and other professional fees Travel and accommodation Depreciation Management fee Finance costs Share based payments 7 Exploration expenditure impairment 4 Other expenses Foreign exchange loss Loss before income tax Income tax expense Loss for the period Other comprehensive income Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Total other comprehensive income Total comprehensive loss for the period Loss for the period attributable to: Non-controlling interests Members of the parent Total comprehensive loss attributable to: Non-controlling interests Members of the parent Loss per share: Basic loss per share Diluted loss per share |
Consolidated 31 December 2021 $ 31 December 2020 $ 22,386 60,205 (425,646) (107,700) (198,628) (366,120) (2,947) - (14,718) - (254,152) - (42,686) - (222,645) - (733,475) - (1,266,573) (131,485) - (94,391) |
|---|---|
| (3,139,084) (639,491) - - |
|
| (3,139,084) (639,491) |
|
| 112,816 498,861 |
|
| 112,816 498,861 |
|
| (3,026,268) (140,630) |
|
| (65,028) (1,435) (3,074,056) (638,056) |
|
| (3,139,084) (639,491) |
|
| (69,129) 25,012 (2,957,139) (165,642) |
|
| (3,026,268) (140,630) |
|
| Cents Cents (0.29) (0.08) (0.29) (0.08) |
The accompanying notes form part of this interim financial report.
Page 9
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2021
==> picture [93 x 37] intentionally omitted <==
________________
| Note ASSETS Current assets Cash and cash equivalents 3 Trade and other receivables Other assets Total current assets Non-current assets Deferred exploration expenditure 4 Property, plant and equipment Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Other liabilities 5 Total current liabilities Non-current liabilities Other non-current liabilities 5 Total non-current liabilities Total liabilities Net assets EQUITY Issued capital 6 Reserves 7 Accumulated losses Equity attributable to the owners of Celsius Resources Limited Non-controlling interest Total equity |
Consolidated 31 December 2021 $ 30 June 2021 $ 2,049,785 6,484,053 201,990 198,948 45,787 236,172 |
|---|---|
| 2,297,562 6,919,173 |
|
| 24,646,372 24,324,124 197,320 126,894 |
|
| 24,843,692 24,451,018 |
|
| 27,141,254 31,370,191 |
|
| 291,431 241,193 1,401,976 1,414,179 |
|
| 1,693,407 1,655,372 |
|
| - 1,461,712 |
|
| - 1,461,712 |
|
| 1,693,407 3,117,084 |
|
| 25,447,847 28,253,107 |
|
| 62,165,549 61,984,186 1,273,868 1,117,306 (37,997,445) (34,923,389) |
|
| 25,441,972 28,178,103 5,875 75,004 |
|
| 25,447,847 28,253,107 |
The accompanying notes form part of this interim financial report.
Page 10
STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2021
==> picture [93 x 37] intentionally omitted <==
________________
| Consolidated | ||||||
|---|---|---|---|---|---|---|
| Issued | Accumulated | Share | Foreign | Non- | Total | |
| capital | losses | based | currency | controlling | ||
| payments | translation | interest | ||||
| reserve | reserve | |||||
| $ | $ | $ | $ | $ | $ | |
| Balance at 1 July 2020 | 55,067,568 | (34,612,679) | 886,923 | (1,721,661) | 26,363 | 19,646,514 |
| Loss for the period | - | (638,056) | - | - | (1,435) | (639,491) |
| Other comprehensive | ||||||
| income | - | - | - | 472,414 | 26,447 | 498,861 |
| Total comprehensive | ||||||
| loss for the period | - | (638,056) | - | 472,414 | 25,012 | (140,630) |
| Transactions with owners, | directly in equity | |||||
| Expiry of options | - | 311,197 | (311,197) | - | - | - |
| Balance at | ||||||
| 31 December 2020 | 55,067,568 | (34,939,538) | 575,726 | (1,249,247) | 51,375 | 19,505,884 |
| Balance at 1 July 2021 | 61,984,186 | (34,923,389) | 1,850,000 | (732,694) | 75,004 | 28,253,107 |
| Loss for the period | - | (3,074,056) | - | - | (65,028) | (3,139,084) |
| Other comprehensive | ||||||
| income | - | - | - | 116,917 | (4,101) | 112,816 |
| Total comprehensive | ||||||
| loss for the period | - | (3,074,056) | - | 116,917 | (69,129) | (3,026,268) |
| Transactions with owners, | directly in equity | |||||
| Issue of share capital | - | - | - | - | - | - |
| Capital raising costs | (1,637) | - | - | - | - | (1,637) |
| Performance rights | ||||||
| converted | 183,000 | - | (183,000) | - | - | - |
| Share based payments | - | - | 222,645 | - | - | 222,645 |
| Balance at | ||||||
| 31 December 2021 | 62,165,549 | (37,997,445) | 1,889,645 | (615,777) | 5,875 | 25,447,847 |
The accompanying notes form part of this interim financial report.
Page 11
STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2021
==> picture [94 x 37] intentionally omitted <==
________________
| CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest received Interest paid Other receipts Net cash outflow from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment Payments for exploration and evaluation Loan to other entities Cash paid for acquisition of subsidiary (Note 5) Net cash outflow from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from share issue Share issue costs Net cash outflow from financing activities Net decrease in cash held Effect of exchange rate changes on the balance of cash held in foreign currencies Cash at the beginning of the financial period Cash at the end of the financial period |
Consolidated 31 December 2021 $ 31 December 2020 $ (2,219,392) (647,343) 2,386 14,587 (41) - 20,000 49,771 |
|---|---|
| (2,197,047) (582,985) |
|
| (85,144) - (629,646) (367,525) - (1,754,785) (1,516,601) - |
|
| (2,231,391) (2,122,310) |
|
| - - (1,637) (3,141) |
|
| (1,637) (3,141) |
|
| (4,430,075) (2,708,436) (4,193) 656 6,484,053 5,674,226 |
|
| 2,049,785 2,966,446 |
The accompanying notes form part of this interim financial report.
Page 12
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2021
==> picture [93 x 37] intentionally omitted <==
1. BASIS OF PREPARATION
The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 ‘Interim Financial Reporting’. Compliance with AASB 134 ensures compliance with International Accounting Standard 34 ‘Interim Financial Reporting’.
The half-year financial report does not include full disclosures of the type normally included in an annual financial report. It is recommended that this half-year financial report be read in conjunction with the annual financial report for the year ended 30 June 2021 and any public announcements made by Celsius Resources Limited during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 .
The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted in the annual financial report for the year ended 30 June 2021.
Critical accounting judgements, estimates and assumptions
The Directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the consolidated entity.
There have been no judgements, apart from those involving estimation, in applying accounting policies that have a significant effect on the amounts recognised in these financial statements.
Following is a summary of the key assumptions concerning the future and other key sources of estimation at reporting date that have not been disclosed elsewhere in these financial statements.
Exploration and evaluation expenditure
Exploration and evaluation costs have been capitalised on the basis that activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised.
Share based payment transactions
The consolidated entity measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using an appropriate valuation model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
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 consolidated entity based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the consolidated entity 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 uncertainties with respect to events or conditions which may impact the consolidated entity unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.
Page 13
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2021
==> picture [93 x 37] intentionally omitted <==
1. BASIS OF PREPARATION (CONTINUED)
New and Revised Accounting Standards and Interpretations
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
2. SEGMENT INFORMATION
The consolidated entity operates within two geographical segments within mineral exploration and extraction being Australia, Namibia and Philippines. The segment information provided to the chief operating decision maker is as follows:
| Six months ended 31 December 2021 Segment income Total income Segment result before income tax Loss before income tax At 31 December 2021 Segment assets Total assets Segment liabilities Total liabilities Six months ended 31 December 2020 Segment income Total income Segment result before income tax Loss before income tax At 30 June 2021 Segment assets Total assets Segment liabilities Total liabilities |
Exploration activities AUSTRALIA Exploration activities NAMIBIA Exploration activities PHILIPPINES $ $ $ 22,126 - 260 |
Consolidated $ 22,386 |
|---|---|---|
| (913,538) (1,300,846) (924,700) |
22,386 | |
| (3,139,084) | ||
| 5,855,145 13,838,433 7,447,676 |
(3,139,084) | |
| 27,141,254 | ||
| 153,133 1,828 1,538,446 |
27,141,254 | |
| 1,693,407 | ||
| Exploration activities AUSTRALIA Exploration activities NAMIBIA Exploration activities PHILIPPINES $ $ $ 60,205 - - |
1,693,407 | |
| Consolidated $ 60,205 |
||
| (610,797) (28,694) - |
60,205 | |
| (639,491) | ||
| 10,024,538 15,274,511 6,071,142 |
(639,491) | |
| 31,370,191 | ||
| 206,297 22,251 2,888,536 |
31,370,191 | |
| 3,117,084 | ||
| 3,117,084 |
Page 14
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2021
==> picture [93 x 37] intentionally omitted <==
3. CASH AND CASH EQUIVALENTS
| . CASH AND CASH EQUIVALENTS | ||
|---|---|---|
| Consolidated | ||
| Dec-21 | Jun-21 | |
| $ | $ | |
| Cash at bank and on hand | 2,049,785 | 6,484,053 |
4. DEFERRED EXPLORATION EXPENDITURE
| Expenditure brought forward at the beginning of the period Expenditure acquired Expenditure incurred Expenditure disposed Expenditure impaired1 Foreign exchange movements Expenditure carried forward at the end of the period |
Consolidated Dec-21 Jun-21 $ $ 24,324,124 14,337,088 - 7,565,659 1,832,393 1,359,380 - (14,983) (733,475) - (776,670) 1,076,980 |
|---|---|
| 24,646,372 24,324,124 |
The ultimate recoupment of costs carried forward for exploration and evaluation assets is dependent on the successful development and commercial exploitation or sale of the respective areas.
1 In accordance with AASB 6 Exploration for and Evaluation of Mineral Resources an indication of impairment may exist if the right to explore in the specific area has expired during the period and is not expected to be renewed. EPL 4351 associated with the Opuwo Project was not renewed subsequent to 31 December 2021. The Directors resolved to impair $733,475 of the expenditure capitalised in relation to EPL 4351 for the period ended 31 December 2021.
5. OTHER LIABILITIES
| Current Deferred consideration payable (i) Non-current Deferred consideration payable (i) |
Consolidated Dec-21 Jun-21 $ $ 1,401,976 1,414,179 - 1,461,712 |
|---|---|
| 1,401,976 2,875,891 |
(i) The consolidated entity, through its wholly owned subsidiary, Anleck Limited, has a deferred consideration payable associated with Anleck Limited acquiring 100% of the issued capital of Makilala Holdings Limited (an entity incorporated in the British Virgin Islands (MHL)) in September 2020. The first deferred payment $1,467,915 was paid on 19 November 2021, which is 1 calendar year after the EP release date. The second deferred payment $1,401,976 is due on 19 November 2022, which is 2 calendar years after the EP release date.
6. ISSUED CAPITAL
| Ordinary shares – fully paid | Consolidated Dec-21 Jun-21 Dec-21 Jun-21 Shares Shares $ $ 1,053,978,081 1,047,228,081 62,165,549 61,984,186 |
|---|---|
Page 15
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2021
==> picture [93 x 37] intentionally omitted <==
6. ISSUED CAPITAL (continued)
a) Ordinary shares
| Details Date Balance at 1 July 2021 Shares issued on conversion of Milestone 1 PRs 3 Dec 2021 Capital raising costs Balance at 31 December 2021 . RESERVES Share based payment reserve Foreign currency translation reserve Movements Share based payment reserve Balance at the beginning of the period Expiry of options Issue of options Issue of performance rights1 Transfer to issued capital Balance at the end of the period |
Dec-2021 Dec-2021 No. of shares Issue price $ $ 1,047,228,081 61,984,186 6,750,000 - 183,000 - - (1,637) 1,053,978,081 62,165,549 Consolidated Dec-2021 Jun-21 $ $ 1,889,645 1,850,000 (615,777) (732,694) 1,273,868 1,117,306 1,850,000 886,923 - (886,923) - 1,850,000 222,645 - (183,000) - 1,889,645 1,850,000 |
Dec-2021 Dec-2021 No. of shares Issue price $ $ 1,047,228,081 61,984,186 6,750,000 - 183,000 - - (1,637) 1,053,978,081 62,165,549 Consolidated Dec-2021 Jun-21 $ $ 1,889,645 1,850,000 (615,777) (732,694) 1,273,868 1,117,306 1,850,000 886,923 - (886,923) - 1,850,000 222,645 - (183,000) - 1,889,645 1,850,000 |
Dec-2021 $ 61,984,186 183,000 (1,637) |
|---|---|---|---|
| 62,165,549 | |||
| 1,273,868 1,117,306 |
|||
| 1,850,000 886,923 - (886,923) - 1,850,000 222,645 - (183,000) - |
|||
| 1,889,645 1,850,000 |
7. RESERVES
1Performance rights
During the period, the consolidated entity granted 25,150,000 performance rights, with a total fair value of $606,586. This figure represents the fair value at grant date before considering the best available estimates of the number of performance rights with non-market based vesting conditions that are expected to vest.
After taking into account the probabilities of vesting criteria being met and the expected vesting date, the value expensed in relation to these performance rights during the period was $222,645 with the remaining fair value amount to be expensed based on the vesting conditions over the vesting period. The expense realised in respect to the performance rights is intended to reflect the best available estimate of the number of performance rights expected to vest.
Page 16
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2021
==> picture [93 x 37] intentionally omitted <==
7. RESERVES (continued)
1Performance rights (continued)
The following performance rights issued during the period were valued using a Hoadleys Hybrid ESO5 pricing model with the valuation model inputs used to determine the fair value at grant date as follows:
| Share | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| price | Expense | |||||||||
| at | during | Vesting | ||||||||
| grant | Expected | Dividend | Number | Value | Total | the | date | |||
| Grant date | Expiry date | date | volatility | Yield | of PRs | per PR | Value | Probability* | period | note |
| $ | % | % | # | $ | $ | % | $ | |||
| 18/11/2021 | 17/03/2022 | 0.029 | 100 | - | 2,500,000 | 0.0011 | 2,686 | - | - | 2 |
The following performance rights issue during the period were valued based on the share price at grant date as they did not have market-based vesting conditions:
| Share price | Expense | |||||||
|---|---|---|---|---|---|---|---|---|
| at grant | Number of | Value per | during the | Vesting | ||||
| Grant date | Expiry date | date | PRs | PR | Total Value | Probability* | period | date note |
| $ | # | $ | $ | % | $ | |||
| 26/08/2021 | 26/08/2031 | 0.026 | 4,250,000 | 0.026 | 110,500 | 100 | 110,500 | 4 |
| 26/08/2021 | 26/08/2031 | 0.026 | 3,600,000 | 0.026 | 93,600 | 10 | 2,421 | 5 |
| 26/08/2021 | 26/08/2031 | 0.026 | 5,400,000 | 0.026 | 140,400 | 90 | 35,192 | 6 |
| 26/08/2021 | 26/08/2031 | 0.026 | 4,400,000 | 0.026 | 114,400 | 10 | 2,032 | 7 |
| 18/11/2021 | 17/03/2022 | 0.029 | 2,500,000 | 0.029 | 72,500 | 100 | 72,500 | 1 |
| 18/11/2021 | 17/03/2022 | 0.029 | 2,500,000 | 0.029 | 72,500 | - | - | 3 |
- The probability estimated by management is over the expiry date of the performance rights
Director vesting conditions:
-
On completion of a positive Scoping Study in relation to its MCB Project and a successful capital or equity raise both within 12 months from the Director’s commencement date (Milestone 1); and
-
When the Company’s share price, as quoted on the ASX, achieves a 20-day consecutive VWAP of $0.11 per share, within 12 months from the Director’s commencement date (Milestone 2); and
-
On completion of a Definitive Feasibility Study, as defined under the JORC Code, at its MCB Project, within 3 years from the Director’s commencement date (Milestone 3).
Management vesting conditions:
-
On completion of an economically viable Scoping Study Report for the MCB Project by 29 January 2022 (Milestone 1); and
-
On completion of an economically viable Scoping Study Report for the Sagay Project by 30 December 2022 (Milestone 2); and
-
On the declaration of Mining Project Feasibility (“DMPF”) for the MCB Project by 25 November 2022 (Milestone 3); and
-
On the declaration of Mining Project Feasibility (“DMPF”) for the Sagay Project by 11 August 2023 (Milestone 4).
The vesting of all performance rights granted is also conditional upon the holder’s continued employment with the consolidated entity.
Page 17
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2021
==> picture [93 x 37] intentionally omitted <==
7. RESERVES (continued)
1Performance rights (continued)
On 1 December, it was announced that a positive Scoping Study for its MCB Project was completed, being the achievement of Milestone 1 vesting condition. On 3 December 2021, 6,750,000 fully paid ordinary shares were issued on conversion of performance rights and $183,000 was transferred from the share based payment reserve to issued capital. On 15 December 2021, 5,000,000 performance rights lapsed due to the resignation of Mr. Blair Sergeant as Executive Director – Corporate.
Performance rights outstanding at reporting date:
| Balance at the beginning of the period Performance rights issued Performance rights converted Performance rights lapsed Balance at the end of the period |
Number - 25,150,000 (6,750,000) (5,000,000) |
|---|---|
| 13,400,000 |
Options
No options were issued during the period. As at 31 December 2021, 50,000,000 options were outstanding (30 June 2021: 50,000,000).
| Foreign currency translation reserve Balance at the beginning of the period Translation of foreign entities Balance at the end of the period |
Consolidated Dec-2021 Jun-21 $ $ (732,694) (1,721,661) 116,917 988,967 |
|---|---|
| (615,777) (732,694) |
8. EARNINGS PER SHARE
| Loss after income tax Weighted average number of ordinary shares used in calculating basic earnings per share Basic and diluted loss per share (cents) |
Consolidated Dec-2021 Dec-2020 $ $ (3,074,056) (638,056) Number 1,048,291,940 780,218,081 |
|---|---|
| (0.29) (0.08) |
9. CONTINGENT LIABILITIES
The consolidated entity had no contingent liabilities as at 31 December 2021 and 30 June 2021.
Page 18
NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2021
==> picture [93 x 37] intentionally omitted <==
10. DIVIDENDS
No dividends have been paid or provided for during the half-year (31 December 2020: nil).
11. EVENTS SUBSEQUENT TO REPORTING DATE
On 1 January 2022, Mr. Robert Gregory commenced his role as Managing Director and Mr. Jonathan Colville was appointed as a Non-Executive Director effective from 19 January 2022.
On 7 February 2022, it was announced that the consolidated entity’s Namibian subsidiary, Opuwo Cobalt Mining Pty Ltd has engaged Stewardship Drilling Pty Ltd (“Stewardship”) as Drilling Contractor for Opuwo. As compensation for their services, 10,417,500 fully paid ordinary shares were proposed to be issued in lieu of cash payment under the Stewardship Agreement.
On 4 March 2022, it was announced that firm commitments were received from sophisticated investors for a heavily supported $3.4 million placement. 167,487,687 fully paid ordinary shares at an issue price of $0.0203 per share with one free attaching option for each two shares issued. 83,743,842 options at an exercise price of $0.04, expiring two years from issue are intended to be listed on the ASX. EverBlu Capital Pty Ltd (“EverBlu”) acted as Lead manager to the Placement. EverBlu will receive 6% of the gross proceeds raised from the issue of ordinary shares plus 66,995,074 options, subject to shareholder approval. On 10 March 2022, 167,487,687 fully paid ordinary shares were issued at an issue price of $0.0203.
Whilst exploration activities have been able to continue, the impact of the Coronavirus (COVID-19) pandemic is ongoing. It is not practical to estimate the potential impact, positive or negative, after the reporting date. The situation is continually developing and is dependent on measures imposed by Australian, Philippine and Namibian Governments, and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and economic stimulus that may be provided.
The Directors are not aware of any other matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated entity the results of those operations, or the state of affairs of the consolidated entity in future financial years.
Page 19
DIRECTORS’ DECLARATION
==> picture [93 x 37] intentionally omitted <==
In the directors' opinion:
-
the attached financial statements and notes 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 give a true and fair view of the consolidated entity's financial position as at 31 December 2021 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 the Board of Directors made pursuant to s303(5)(a) of the Corporations Act 2001.
On behalf of the directors
==> picture [111 x 49] intentionally omitted <==
Robert Gregory Managing Director
Dated this 15[th] day of March 2022
Page 20
==> picture [211 x 78] intentionally omitted <==
==> picture [205 x 106] intentionally omitted <==
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the review of the financial report of Celsius Resources Limited for the half-year ended 31 December 2021, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
-
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
-
(ii) any applicable code of professional conduct in relation to the review.
==> picture [79 x 37] intentionally omitted <==
RSM AUSTRALIA PARTNERS
Perth, WA Dated: 15 March 2022
==> picture [115 x 52] intentionally omitted <==
TUTU PHONG Partner
==> picture [484 x 67] intentionally omitted <==
==> picture [212 x 78] intentionally omitted <==
==> picture [248 x 110] intentionally omitted <==
INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF CELSIUS RESOURCES LIMITED
Report on the Half-Year Financial Report
We have reviewed the accompanying half-year financial report of Celsius Resources Limited which comprises the consolidated statement of financial position as at 31 December 2021, consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year end or from time to time during the half-year.
Directors’ Responsibility for the Half-Year Financial Report
The directors of the company are responsible for the preparation of the half-year 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 half-year financial report that is free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2021 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Celsius Resources Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
==> picture [484 x 67] intentionally omitted <==
==> picture [211 x 78] intentionally omitted <==
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Celsius Resources Limited, would be in the same terms if given to the directors as at the time of this auditor's review report .
Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Celsius Resources Limited is not in accordance with the Corporations Act 2001 , including:
-
(a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2021 and of its performance for the half-year ended on that date; and
-
(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
==> picture [74 x 38] intentionally omitted <==
RSM AUSTRALIA PARTNERS
Perth, WA Dated: 15 March 2022
==> picture [115 x 52] intentionally omitted <==
TUTU PHONG Partner