CODA MINERALS LTD — Annual Report 2021

Sep 29, 2021

2021 Coda Minerals Ltd. Directors’ Report and ABN: 49 625 763 957 Annual Financial Report

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DIRECTORS’ REPORT For the year ended 30 June 2021

The directors present their report together with the financial statements of Coda Minerals Ltd (‘the Company’ or ‘Coda’) for the financial year ended 30 June 2021 and the Auditor’s Report thereon. In order to comply with the provisions of the Corporations Act 2001, the Directors’ report as follows:

DIRECTORS

The directors of the Company at any time during or since the end of the financial year were:

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Name & Qualifications Experience and Special Responsibilities
Mr Keith F Jones Mr Jones is an experienced public company Chairman with a
BBus, FCA, FAICD, FFin background of over 40 years professional experience providing
Non-Executive Chairman advisory and consulting services to the mining and resources sector.
Mr Jones served for 10 years on the Board of Deloitte Australia and
Appointed: 26 April 2018
was elected Chairman of Deloitte Australia for four years. He is the
former Chairman of Gindalbie Metals Limited and Cannings Purple
Other current directorships:
and currently serves as a Non-Executive Director of ASX listed Ora
Ora Banda Mining Limited Banda Mining Limited.
(Appointed April 2019)
Mr Jones has significant executive leadership experience serving for
15 years as the Managing Partner of Deloitte in Western Australia
Former directorships in last 3 years:
and as Leader of the National Chinese Services Group and National
Gindalbie Metals Ltd Energy and Resources Group.
(February 2013 to July 2019)
During his career as a Partner at Deloitte, Mr Jones provided Audit,
Corporate Finance and Advisory Services to a wide range of
corporate clients with a focus on the resources sector. He has also
advised on numerous transactions, capital raisings, valuations and
takeovers as advisor or expert.
Mr Andrew Marshall Mr Andrew (Robin) Marshall has previously been involved in
I Eng (UK), MAICD managing the successful delivery of some of the world’s largest
Non-Executive Director resource projects, including major iron ore projects for BHP Billiton
and North Limited.
Appointed: 19 July 2019
At Vale Inco, he held the position of Project Director with responsibility
for delivery of the multi-billion dollar Goro Nickel Project in New
Former directorships in last 3 years:
Caledonia through to its commissioning in early 2009. At BHP Billiton
Gindalbie Metals Ltd Iron Ore, Mr Marshall held the position of Vice President – Asset
(December 2010 to July 2019) Development Projects with responsibility for the development of a
number of projects in the first wave of expansion in the iron ore
business sector.
In additional to these roles, Mr Marshall also previously held key
positions of Project Manager for the West Angelas Iron Ore Project
with North Limited, Project Director with Iron Ore Company of
Canada, Manager Projects for Forrestania Gold/LionOre Australia,
Manager Engineering & Project Services for Western Mining
Corporation and Project Manager for Nedpac (Signet Engineering).
Mr Marshall provides consulting services to major companies and has
extensive experience with overseas projects and operations.
Mr Colin Moorhead Mr Moorhead is an experienced mining professional. He is well
BSc (Hons), FAusIMM (CP), FSEG, recognised in the mining industry, including building safe, successful
GAICD. and highly regarded technical teams; ability to develop and deliver
Non-Executive Director strategy, culture and governance; a thorough understanding of the
technical, legal and commercial aspects of the mining business with
Appointed: 21 August 2019 an exposure to many different cultures and operating environments.
Also recognised as a leader in the areas of health, safety,
Other current directorships: environment and community.
Xanadu Mines Ltd Prior to joining Coda Minerals, he served as CEO PT Merdeka
(Appointed November 2019) Copper Gold Tbk (2016-2018), EGM Minerals, Newcrest Mining Ltd,
Australia (2008-2015), GM Resources & Reserves of the same
Aeris Resources Ltd
company (2006-2008), Geology Manager, PT Nusa Halmahera
(Appointed July 2020)
Minerals, Gosowong Gold Mine, Indonesia (2003-2006), Technical
Sihayo Gold Ltd Services Manager, Cadia Holdings Ltd, NSW, Australia (1997-2003),
(Appointed July 2020) and various other positions in the mining industry in a career spanning
34 years since 1987.
Former directorships in last 3 years:
Merdeka Copper Gold Ltd
(January 2016 to July 2020)
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DIRECTORS’ REPORT For the year ended 30 June 2021

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In addition to this role at Coda, Colin is also the Non-Executive
Finders Resources Ltd
Chairman of Xanadu Mines Ltd, Executive Chairman of Sihayo Gold
(August 2018 to October 2019) Limited and a Non-Executive Director of Aeris Resources Limited.
Mr. Moorhead is a former President of The Australasian Institute of
Mining and Metallurgy (AusIMM) and a former member of The JORC
Committee. He is also a graduate of the Australian Institute of
Company Directors and the Harvard Business School Advanced
Management Program (AMP183, 2012).
Mr Paul Hallam Mr Hallam has more than 40 years Australian and international
BE(Hons)Mining, FAICD, FAusIMM resource industry experience. His operating and corporate
Non-Executive Director experience is across a range of commodities (iron ore, bauxite,
alumina, aluminium, gold, silver, copper, zinc and lead) and includes
Appointed: 21 August 2019 both surface and underground mining. Mr Hallam retired in 2011 to
pursue a career as a professional non-executive director. He has held
Other current directorships: Australian and international non-executive director roles since 1997.
Sandfire Resources Ltd His former executive roles include Director – Operations with
(Appointed May 2013) Fortescue Metals Group, Executive General Manager –
Developments & Projects with Newcrest Mining Limited, Director –
Greatland Gold Plc.
Victorian Operations with Alcoa and Executive General Manager –
(Appointed September 2021)
Base and Precious Metals with North Ltd.
Former directorships in last 3 years: Mr Hallam is a qualified mining engineer and holds a BE (Hons) from
Melbourne University and a Certificate of Mineral Economics from
Gindalbie Metals Ltd
Curtin University. He is a Fellow of the Australian Institute of
(December 2011 to July 2019)
Company Directors and the Australasian Institute of Mining &
Metallurgy.
Mr Chris Stevens Mr Stevens is an experienced resources executive and mineral
BA (Hons), MA (Oxon), MSc, GAICD, economist who joined Coda after holding the role of CEO at Gindalbie
FAusIMM Metals. Prior to joining Gindalbie in 2016, Mr Stevens was the
Chief Executive Officer Western Australian Mining Consulting Lead at
PricewaterhouseCoopers (PwC), where he managed professional
Appointed: 26 April 2018 teams to devise strategy, evaluate investment options and assist in
delivery of major transactions for various ASX listed mining and
energy companies.
Prior to joining PwC, Mr Stevens held senior roles in the mining
industry including General Manager- Commercial at Asia Iron and
Commercial Manager at Gindalbie Metals.
In addition to his executive resources experience, Mr Stevens has
over 18 years’ experience working with Chinese companies in
commercial consulting and private equity. Mr Stevens is a Fellow of
the AusIMM, holds an Honours degree from the University of Oxford,
a Master of Science in Mineral Economics from Curtin University, and
is a fluent Chinese speaker.
Mr Li Zhiqi Mr Li is an experienced economist in Materials Management. Mr Li
Bachelor Degree of Engineering in has been with Ansteel since 1989 and is now the Deputy General
Materials Management Manager of Ansteel Mining Corporation responsible for Overseas
Affairs.
Non-Executive Director
Mr Li is also a Director of Karara Mining Limited and of Ansteel
Appointed: 22 May 2020 Investment Company.
Resigned: 25 August 2020
He joined the Board of Coda as a Nominee of Ansteel Mining on 22
May 2020 and resigned on 25 August 2020.
Mr Zhu Changjiang Mr Zhu is an experienced mining engineer. Mr Zhu has been with
Bachelor of Mining Mechanical Engineering Ansteel since 1987 and is now the CEO of Karara Mining Limited (a
wholly owned subsidiary of Ansteel).
Non-Executive Director
He joined the Board of Coda as a Nominee of Ansteel Mining on 22
Appointed: 22 May 2020 May 2020 and resigned on 31 August 2021.
Resigned: 31 August 2021
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COMPANY SECRETARIES

The Company’s company secretary is Ms Susan Park BCom, ACA, F Fin, FGIA, FCIS, GAICD. Ms Park was appointed to the position of company secretary on 25 November 2020.

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DIRECTORS’ REPORT For the year ended 30 June 2021

Ms Telma Southgate served as company secretary and Chief Financial Officer from 3 February 2020. She resigned as Company Secretary on 25 November 2020 and as Chief Financial Officer on 16 December 2020.

PRINCIPAL ACTIVITIES

The principal activities of the Company during the financial year were the progression of exploration and evaluation activities associated with the Elizabeth Creek Copper Cobalt Project, exploration for and evaluation of projects and potential joint ventures with other mining companies to explore for minerals.

COVID-19

The ongoing COVID-19 pandemic affecting Australia and the world has had a limited impact on Coda’s operations with restrictions on interstate travel and challenges associated with maintaining government recommended social distancing practices being the key areas the Company has had to consider. Although these factors have the potential to impact Coda’s ability to undertake fieldwork safely and cost effectively, the impact to date has been limited during the current field programme. The Company has retained experienced, South Australia based geologists and field staff who are not required to cross state borders. The Company’s COVID-19 management plan has been established to address the ongoing potential future impact. The Company will continue to monitor and manage the impact on its operations.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

Significant changes in the state of affairs of the group during the financial year were as follows.

Coda was officially admitted to the ASX on 26[th] October 2020 and commenced trading on the 28th of October 2020, following a successful, heavily oversubscribed IPO. The IPO raised a total of $8.5M.

Share capital increased by $23,472,301 (from $1,000 to $23,473,301) as a result of:

• a non-renounceable entitlement offer legally pursuant to the Prospectus dated 8 June 2020 to existing shareholders under a non-renounceable entitlement offer of one fully paid new share for every share held by eligible shareholders on Record Date at an issue price of $0.10 per new share. There were no special terms or features attached to the shares on offer;

• an initial public offer legally issued pursuant to the IPO Prospectus dated 4 September 2020 and the Supplementary Prospectus dated 18 September 2020 of one fully paid new share per successful applicant at $0.30 per share. There were no special terms or features attached to the shares on offer;

• a placement to institutional and sophisticated shareholders under Coda’s Listing Rule 7.1 placement capacity resulting in the issuance of 12 million new shares. There were no special terms or features attached to the shares on offer; and

• Issuance of 250,000 new shares to Wilgus Investments Pty Ltd in consideration for entry into the Cameron River Farm In and Joint Venture Agreement. There were no special terms or features attached to the shares on offer.

The net cash received from the increase in share capital will be used principally to fund further exploration and evaluation of the Elizabeth Creek Copper Project, the Cameron River Copper- Gold Project, and to provide general working capital.

The Company also granted 6,000,000 options to key management personnel on the 3 July 2020 as part of the Employee Incentive Plan. The options issued were in the form of a Premium exercise price options “PEPO”. The options carry an exercise price of $0.2145 per option and vesting conditions requiring continued service, and the Company’s ASX listed share price achieving the following hurdle prices of $0.23, $0.27, and $0.30 for each third of options granted. The options may be exercised on or before 3 July 2024.

On 22 January 2021 Coda announced that it had increased its holding to 70% in the Elizabeth Creek Copper Cobalt Project as a result of satisfaction of the Stage 3 Earning Obligation under the Farm-in and Joint Venture Agreement with Terrace Mining Pty Ltd. As a result of Coda reaching the Stage 3 Earning Obligation, Terrace has granted Coda an irrevocable option to acquire an additional 5% interest in the Project for a payment of A$1.5M. This option may be exercised at any time up to 60 days from the parties reaching a Decision to Mine. The Free Carry Expenditure Limit was reached on the 7 April 2021 triggering creation of an unincorporated joint venture under which each party will contribute funding to continued exploration and feasibility work in accordance with their respective interests in the Elizabeth Creek Project.

On 22 March 2021 the Company announced that it had secured an addition to its portfolio of Australian copper exploration projects after entering into a Farmin and Joint Venture Agreement over the highly prospective Cameron River Project, located in the heart of the world class Mt Isa mineral province in North Queensland. Coda entered into a binding Farmin and Joint Venture Agreement with Wilgus Investments Pty Ltd (“Wilgus”) giving it the right to acquire up to an 80% ownership in the Cameron River project (“Cameron River”) near Mt Isa in Queensland by spending up to $2 million on exploration in stages over a three-year period.

On 9 June 2021, the Company announced that it had encountered approximately 200m of intense IOCG alteration including approximately 50m of visually identified copper sulphide mineralisation in deep diamond hole DD21EB0018. This was the first deep diamond hole targeting an IOCG (iron oxide copper-gold) anomaly at the Company’s Emmie Bluff Deeps Copper-Gold prospect at the Elizabeth Creek Copper Project in South Australia. Subsequent to year end,

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DIRECTORS’ REPORT For the year ended 30 June 2021

independent laboratory assays confirmed copper-gold mineralisation in hole DD21EB0018 as well as two additional wedge holes from the parent hole.

RESULTS OF OPERATIONS

The net loss for the year ended 30 June 2021 was $6,523,291 (net loss for the period ended 30 June 2020 was $3,937,764). As at the reporting date, the Company has $21,787,110 of cash reserves.

CORPORATE GOVERNANCE

In recognising the need for high standards of corporate behaviour and accountability, the Directors support and have substantially adhered to the best practice recommendations set by the ASX Corporate Governance Council.

The Company’s corporate governance policies are all available on the Company’s website at www.codaminerals.com

COMMITTEE MEMBERSHIPS

The Company maintains an Audit and Risk Committee and a Nomination and Remuneration Committee which consist of the following Directors:

Audit and Risk Committee Nomination and Remuneration Committee P Hallam (Chairman) KF Jones (Chairman) KF Jones A Marshall A Marshall P Hallam C Moorhead

DIRECTORS’ MEETINGS

The number of Directors’ meetings held during the financial year and the numbers of meetings attended by each Director were:

KF. Jones A. Marshall C. Moorhead P. Hallam C. Stevens Z. Li C. Zhu	Directors’ meetings Nomination and Remuneration Committee meetings Audit and Risk Committee meetings
	Eligible Attended Eligible Attended Eligible Attended
	11 11 2 2 2 2 11 11 2 2 2 2 11 11 2 2 - - 11 10 2 2 2 2 11 11 - - - - 0 0 - - - - 11 3 - - - -

CORPORATE STRATEGY & LIKELY DEVELOPMENTS

Coda’s business strategy is to build long term shareholder value through the exploration and commercialisation of copper, gold, cobalt and other base and battery minerals in the world’s premier mining jurisdictions.

Coda’s primary focus is on exploration and development opportunities at its Elizabeth Creek Copper Project in South Australia. The Company has a dual strategy for success at Elizabeth Creek. Firstly, it is working to further define and extend known Zambian-style copper-cobalt resources across multiple prospects and is preparing to deliver a maiden resource at its flagship Emmie Bluff Copper-Cobalt deposit. Secondly, it is implementing a substantial drill programme at Emmie Bluff Deeps to evaluate the potential rapidly and efficiently for a Tier-1 IOCG system following a major mineralised intercept in June 2021.

While the Company remains resolutely focused on work at Elizabeth Creek, particularly the ongoing resource definition drilling at Emmie Bluff and the exciting IOCG work, the opportunity to acquire Cameron River provided Coda with additional highly prospective exposure to copper-gold exploration assets. This was a logical and complementary addition to Coda’s existing portfolio of copper projects in South Australia that will open up a second platform for discovery, exploration success and, ultimately, resource growth for Coda in a Tier-1 copper province. With numerous shallow, welldefined targets, Cameron River offers the potential for rapid, low-cost exploration without compromising the pace of ongoing activity at the flagship Emmie Bluff Project or upcoming IOCG exploration at Elizabeth Creek.

EVENTS SUBSEQUENT TO REPORTING DATE

Since 30 June 2021 there were two corporate changes; Ansteel Nominee Director, Mr Zhu Changjiang resigned from office effective 31 August 2021.

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REMUNERATION REPORT - AUDITED For the year ended 30 June 2021

The Company appointed experienced mining executive, Mr Kudzai Mtsambiwa as Chief Financial Officer greatly augmenting the executive team.

The Company released assays from its first IOCG diamond hole at Emmie Bluff Deeps on 28 July 2021 and assays from two wedge holes from the parent hole 23 August 2021.

ENVIRONMENTAL REGULATION

The Company’s current exploration and development activities are conducted in accordance with environmental regulations under both Commonwealth and State legislation.

As stated in the Environmental Policy, the Company is committed to achieving superior standards in its environmental performance. It has employed environmental professionals to monitor this area of operating performance, with responsibility for monitoring of environmental exposures and compliance with environmental regulations.

Compliance with the requirements of environmental regulations and with specific requirements of the relevant managing authorities including the Department of Environment and Conservation, and the Department of Industry and Resources was achieved across all aspects of the current operations.

There were no instances of non-compliance in relation to any instructions or directions from the relevant governing agencies. The Board is not aware of any significant breaches during the period covered by this report.

REMUNERATION REPORT – Audited

The directors present the Coda Minerals Ltd 2021 remuneration report, outlining key aspects of our remuneration policy and framework, and remuneration awarded this year.

(a) Key management personnel

The following persons were deemed to be Key Management Personnel (“KMP”) during or since the end of the financial year for the purpose of Section 300A of the Corporations Act 2001 and unless otherwise stated were KMP for the entire reporting period.

Non-executive directors

Keith F. Jones Non-Executive Director & Chairman Andrew Marshall Non-Executive Director Colin Moorhead Non-Executive Director Paul Hallam Non-Executive Director Zhu Changjiang Non-Executive Director

Mr Li Zhiqi was a Non-Executive Director until his resignation on 25 August 2020. He did not receive any remuneration during the financial year.

Executive directors

Chris Stevens Chief Executive Officer & Executive Director Other executives Telma Southgate Chief Financial Officer & Company Secretary

Ms Southgate served as Company Secretary until her resignation on 25 November 2020 and Chief Financial Officer until her resignation on 16 December 2020.

(b) Remuneration policy for key management personnel

The Board is responsible for determining the appropriate remuneration for directors and senior management via the Remuneration Committee. The committee is made up of independent non-executive directors.

• The Company’s remuneration policy is designed to:

• ensure that coherent remuneration policies and practices are observed which enable the attraction and retention of directors and management who will create value for shareholders;

• fairly and responsibly reward directors and senior management having regard to the Company's performance, the performance of the senior management and the general pay environment; and

• • comply with all relevant legal and regulatory provisions.

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REMUNERATION REPORT - AUDITED For the year ended 30 June 2021

Remuneration policy for key management personnel (continued)

Non-executive directors

The board’s policy is to remunerate Non-executive Directors at market rates for comparable companies for time, commitment and responsibilities. The Remuneration Committee on behalf of the board determines payments to the Non-executive Directors and reviews their remuneration annually to ensure it remains aligned to business needs and meets remuneration principles. From time to time, the committee also engages external remuneration consultants to assist with this review. Although no remuneration consultant was engaged during the current Financial Year the board undertook comparable benchmarking of peer remuneration. In particular, the board aims to ensure that remuneration practices are:

• competitive and reasonable, enabling the company to attract and retain key talent;

• aligned to the company’s strategic and business objectives and the creation of shareholder value;

• transparent and easily understood; and

• acceptable to shareholders.

The maximum aggregate amount of fees that can be paid to Non-executive Directors is $950,000 as approved by shareholders in July 2019. Fees for Non-executive Directors are not linked to the performance of the economic entity. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company.

Executive directors and other senior executives

The remuneration policy for employees is developed by the Remuneration Committee taking into account market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.

The Board will make decisions regarding the remuneration of executive directors and senior management having regard to various factors including performance and any recommendations made by the Managing Director/CEO, senior management, compensation consultants and other advisors. The Board will also make a decision regarding the remuneration of non-executive directors having regard to, amongst other things, any recommendations made by compensation consultants and other advisors.

The Company adopted a Employee Incentive Plan (“EIP”) for its staff, executive KMP and Non-executive Directors on 19 June 2020. The board believes that the EIP will assist the Company in remunerating and providing ongoing incentives to employees of the Company. The rules of the EIP enable the Company to issue shares, option or performance rights to eligible personnel subject to performance and vesting conditions determined by the Company. All remuneration provided to KMP in the form of share based payments are valued pursuant to AASB 2 Share-based Payment at fair value on grant date and are expensed on a pro rata basis over the vesting period of the relevant security.

(c) Elements of remuneration

Remuneration for non-executive directors may contain any or all of the following:

• (i) annual fees - reflecting the value of the individuals' personal performance, time commitment and responsibilities of the role;

• (ii) equity based remuneration - issues of shares or securities, reflecting the contribution of the Director towards the Company's medium and long term performance objectives; and

• (iii) other benefits - superannuation payments, but not including retirement benefits that are additional to the individual's superannuation.

Remuneration for executive directors and other senior executives may incorporate fixed and variable pay performance elements with both a short term and long term focus.

Remuneration packages may contain any or all of the following:

• (i) annual base salary - reflecting the value of the individuals' personal performance, their ability and experience, as well as the Company's obligations at law and labour market conditions and should be relative to the scale of the business of the Company;

• (ii) performance based remuneration - rewards, bonuses, special payments and other measures available to reward individuals and teams following a particular outstanding business contribution having regard to clearly specified performance targets and to the Company's circumstances, values and risk appetite;

• (iii) equity based remuneration - share participation via employee share and option schemes, reflecting the Company's short, medium and long term performance objectives;

• (iv) other benefits - such as holidays, sickness benefits, superannuation payments and long service benefits;

• (v) expense reimbursement - for any expenses incurred in the course of the personnel's duties; and

• (vi) termination payments - any termination payments should reflect contractual and legal obligations and will not be made when an executive is removed for misconduct.

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REMUNERATION REPORT - AUDITED For the year ended 30 June 2021

(d) Link between remuneration and performance

The table below sets out summary information about the Consolidated Entity’s earnings and movements in shareholder wealth for the two years to June 2021.

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30 June 2021 30 June 2020
$ $
Revenue - -
Net loss before tax (6,523,291) (3,937,764)
Net loss after tax (6,523,291) (3,937,764)
$/share $/share
Share price at start of year $ 0.30 [1] -
Share price at end of year $1.245 -
cents/share cents/share
Basic earnings per share (0.07) (0.12)
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(e) KMP remuneration expenses

The KMP received the following amounts during the year as compensation for their services as directors and executives of the Company.

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Post-
Short-Term Employee Benefit Employment Share Based Payments
Benefit
Super- Performance Remuneration
Annual
2021 Salary & Fees Bonus [(iv) ] MonetaryNon- [(iii)] MovementLeave [(ii)] annuation Shares Rights Total Linked to
Performance
$ $ $ $ $ $ $ $ %
Non-executive directors
Keith F.
Jones 100,000 - - - 9,500 - 27,815 137,315 -
Andrew
Marshall 50,000 - - - 4,750 - 9,271 64,021 -
Colin
50,000 4,750 9,271 64,021 -
Moorhead - - - -
Paul
50,000 4,750 9,271 64,021 -
Hallam - - - -
Zhu
-
Changjiang - - - - - - - -
250,000 - - - 23,750 - 55,628 329,378
Executive directors
Chris
328,997 114,712 3,600 21,694 27,815 510,736 22%
Stevens 13,918 -
328,997 114,712 3,600 13,918 21,694 - 27,815 510,736
Other executives
Telma
Southgate [(i)] 78,032 - - (4,512) 6,485 - - 80,005 -
78,032 - - (4,512) 6,485 - - 80,005
Total
657,029 114,712 3,600 9,406 51,929 - 83,443 920,119
Notes:
(i) Ms Southgate served as Company Secretary until her resignation on 25 November 2020 and Chief Financial Officer until her resignation on 16
December 2020.
(ii) The amounts disclosed represent the movement in the associated annual leave provision balances. The value may be negative when an Executive
resigns or takes more leave than the entitlement accrued during the year.
(iii) Non-monetary benefits relate to office car parking.
(iv) The FY21 bonus was approved by the Remuneration Committee in June 2021 following analysis of attainment of KPIs against criteria set in November
2020. Bonuses for eligible employees are based on a percentage of Total Fixed Remuneration (TFR) and assessed against companywide criteria. During
the FY21 period, the CEO was eligible for a cash bonus of up to 23% of TFR.
FY21 KPIs were set in November 2020 based on the following criteria:
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1 The Company listed on ASX on 28 October 2021 at $0.30 per share.

7

REMUNERATION REPORT - AUDITED For the year ended 30 June 2021

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Area Threshold Target Exceed Weight
50% 75% 100%
1. Safety,
76-100% Construction and Mining 51-75% Construction and Mining ≤50% Construction and Mining
Environment and 10%
Industry benchmark LTIFR. Industry benchmark LTIFR. Industry benchmark LTIFR.
Heritage
Adherence to FY21 budget with Board assesses budgetary control to
Adherence to approved FY21 budget
2. Adherence to strong budgetary controls and no be beyond expectations and with
with utilisation of contingency and 20%
Budget material overruns or material clear overperformance and/ or cost
minor overruns or variations.
variations. savings identified.
Share price growth resulting in an
Share price performance in top 50% Share price performance in top enterprise value > 300% of listing
3. Share Price 40%
of selected basket of peers. 75% of selected basket of peers. value and being in top quartile of
peers.
Material progression towards a Material progression of a material
4. Business Material progress towards a maiden maiden resource at Emmie Bluff maiden resource at Emmie Bluff
30%
Development resource at Emmie Bluff. deliverable in CY21 and IOCG and/ or a material IOCG based
targeting or discovery. discovery.
In June 2021 the board passed and approved the payment of bonus against the KPIs as follows:
Area 1 2 3 4
KPI Safety Budget Share Price Business Development
KPI Weighting 10% 20% 40% 30%
Award Recommended Exceed Target Exceed Exceed
Award % Recommended 100% 75% 100% 100%
Eligible for Enhanced Award Yes Yes Yes Yes
Following suspension of the FY20 Short Term Incentive Plan, the Board resolved to pay FY21 cash bonus incentives at 1.5 times base level for any KPIs
attained at >75% attainment. Consequently, the FY 21 cash bonus was increased by 1.5 times base level for eligible employees employed for the whole of
the FY20 tax year to compensate for previously forgone bonus payments.
Post-
Short-Term Employee Benefit Employment Share Based Payments
Benefit
Super- Performance Remuneration
Annual
2020 Salary & Fees Bonus Monetary Non- Movement Leave annuation Shares Rights Total Linked to
Performance
$ $ $ $ $ $ $ $ %
Non-executive directors
Keith F.
58,333 5,542 63,875 -
Jones - - - - -
Andrew
29,167 2,771 31,938 -
Marshall - - - - -
Colin
29,167 2,771 31,938 -
Moorhead - - - - -
Paul Hallam 29,167 - - - 2,771 - - 31,938
Zhu -
-
Changjiang - - - - - - -
145,834 - - - 13,855 - - 159,689
Executive directors
Chris
309,173 21,002 330,175 -
Stevens - - - - -
309,173 - - - 21,002 - - 330,175
Other executives
Telma
58,654 5,572 64,226
Southgate [(i)] - - - - -
58,654 5,572 64,226
- - - - -
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REMUNERATION REPORT - AUDITED For the year ended 30 June 2021

Total

513,661 40,429 554,090 - - - - -

Notes:

(i) Ms Southgate served as Company Secretary until her resignation on 25 November 2020 and Chief Financial Officer until her resignation on 16 December 2020.

(f) KMP contractual arrangements

Executive directors and other executives

Component	Executive Director– Chris Stevens Other Executive– Telma Southgate
Fixed remuneration (pa)	$ 350,000 inclusive of superannuation $ 164,250 inclusive of superannuation
Contract duration	Ongoing contract Resigned 16 December 2020
Notice by the individual/company	6 weeks’ notice (individual) 6 weeks’ notice plus 3 months remuneration (Company). 6 weeks
Termination of employment (without cause)	Entitlement to pro-rata STI for the year Unvested LTI will remain on foot subject to achievement of the performance hurdles at the original date of testing. The Board has discretion to award a greater or lower amount.
Termination of employment (with cause) or by the individual	STI is not awarded, and all unvested LTI will lapse. Vested and unexercised LTI can be exercised within a period of 30 days from termination.

Non-executive directors

Component	Chair	Member
Board base fees (pa)	$100,000	$50,000
Additional fees (pa):
Audit & Risk Management Committee	-	-
Remuneration & Nomination Committee	-	-

All non-executive directors enter into a service agreement with the company in the form of a letter of appointment. The letter summarises the board policies and terms, including remuneration, relevant to the office of director.

(g) KMP share holding

Details of fully paid ordinary shares held by KMP during the financial year is set out below:

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2021 Opening Granted as Received Purchases Purchases Net Closing
Balance Compensation on Entitlement IPO Other Balance
Exercise Offer [1 ] Change
of Options
Non-executive directors
Keith F. Jones 2,370,267 - - 4,740,534 - - 7,110,801
Andrew Marshall 20,873 - - 191,746 16,674 - 229,293
Colin Moorhead - - - 500,000 - - 500,000
Paul Hallam 116,111 - - 1,132,777 - 1,248,888
Zhu Changjiang - - - - - - -
Executive directors
Chris Stevens 138,889 - - 200,031 - 338,920
Other executives
Telma
- - - 100,000 -
Southgate 100,000 [2]
----- End of picture text -----

12/3 shares purchased under entitlement offer are subject to escrow. 4,498,928 are held in escrow until 28 October 2022.

2Shares held as at the date of Ms Southgate resignation, 16th December 2020.

9

REMUNERATION REPORT - AUDITED For the year ended 30 June 2021

Options and performance rights

The following tables summarises information relevant to the current financial year in relation to the grant of performance rights to KMP as part of their remuneration.

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

Name Grant Date Number Number Fair Value at Exercise
Granted Vested Grant date Date
Non-executive directors
Keith F. Jones 3/7/2020 2,000,000 2,000,000 [1] 112,000 3/7/2024
Andrew Marshall 3/7/2020 666,666 666,666 [1] 37,333 3/7/2024
Colin Moorhead 3/7/2020 666,667 666,667 [1] 37,333 3/7/2024
Paul Hallam 3/7/2020 666,667 666,667 [1] 37,333 3/7/2024
Zhu Changjiang
Executive directors
Chris Stevens 3/7/2020 2,000,000 2,000,000 [1] 112,000 3/7/2024
Other executives
Telma Southgate - - - - -
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1 All Options have an exercise price of $0.2145, an expiry date of 28 May 2024 and are subject to escrow until 28 October 2022. The options vested in tranches as follows:

1/3 of the options vested upon reaching a share price of $0.23

1/3 of the options vested upon reaching a share price of $0.27

1/3 of the options vested upon reaching a share price of $0.30

Details of options and performance rights held by KMP during the financial year is set out below:

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

2021 Opening Vested During Expired Net Other Closing
Balance Period During Period Change Balance
Non-executive directors
Keith F. Jones - 2,000,000 [1] - - 2,000,000
Andrew Marshall - 666,666 [1] - - 666,666
Colin Moorhead - 666,667 [1] - - 666,667
Paul Hallam - 666,667 [1] - - 666,667
Zhu Changjiang - - - - -
Executive directors
Chris Stevens - 2,000,000 [1] - - 2,000,000
Other executives
Telma Southgate - - - -
----- End of picture text -----

1 All Options have an exercise price of $0.2145, an expiry date of 28 May 2024 and are subject to escrow until 28 October 2022. The options vested in tranches as follows:

1/3 of the options vested upon reaching a share price of $0.23

1/3 of the options vested upon reaching a share price of $0.27

1/3 of the options vested upon reaching a share price of $0.30

End of audited remuneration report.

10

DIRECTORS’ REPORT For the year ended 30 June 2021

Signed in accordance with a resolution of Directors at Perth, WA on 29 September 2021.

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_______ K F Jones Director

11

DIRECTORS’ REPORT For the year ended 30 June 2021

SHARE OPTIONS AND PERFORMANCE RIGHTS

Unissued shares under option

At the date of this financial report unissued ordinary shares of the Company under option are:

Tranche	Number of Options	Expiry date	Exercise Price	Vesting Condition
A	2,000,000	28 May 2024	$0.2145	Upon reaching a share price of $0.23
B	2,000,000	28 May 2024	$0.2145	Upon reaching a share price of $0.27
C	2,000,000	28 May 2024	$0.2145	Upon reaching a share price of $0.30

All options are employee options and vesting is subject to the option holder maintaining continuous employment with the Company. Should option holders resign, the Board may at its discretion waive the vesting condition relating to the requirement to remain a Director of the Company and allow the option holder to continue to hold the options following resignation.

The above options do not entitle the holder to participate in any potential share issue of the Company.

Shares issued on exercise of options

During the financial year, the Company has issued nil ordinary shares as a result of the exercise of options.

NON-AUDIT SERVICES

Details of the amounts paid to the auditor of the Company, Deloitte Touche Tohmatsu, and its related practices for audit and non-audit services provided during the period are set out below:

Auditors of the Company –Deloitte Touche Tohmatsu Audit and review of financial reports Other assurance and agreed-upon procedures under other legislation or contractual arrangements Other services - Tax consulting services Auditor's Remuneration	30 June 2021 30 June 2020 $ $ 39,863 32,700 - 16,000 14,777 18,879
	54,639 67,579

INDEMNIFICATION AND INSURANCE - OFFICER OR AUDITOR

During the financial year, the Company has indemnified each of the Directors and Officers against all liabilities incurred by them as Directors or Officers of the Company and all legal expenses incurred by them as Directors or Officers of the Company.

The indemnification is subject to various specific exclusions and limitation.

The Directors and Officers of the Company have been insured against all liabilities and expenses arising as a result of work performed in their respective capacities, to the extent permitted by law. The contract of insurance prohibits the disclosure of the amount of the insurance premiums paid during the year ended 30 June 2021.

The Company did not provide any insurance or indemnification for the auditors of the Company.

LEAD AUDITOR’S INDEPENDENCE DECLARATION

In accordance with section 307C of the Corporations Act 2001, the directors received the attached Independence Declaration set out on page 13 and forms part of the Directors’ Report for the year ended 30 June 2021

12

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Deloitte Touche Tohmatsu ABN 74 490 121 060

Tower 2, Brookfield Place 123 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia

Tel: +61 8 9365 7000 Fax: +61 8 9365 7001 www.deloitte.com.au

The Board of Directors Coda Minerals Ltd 6 Altona Street West Perth WA 6005

29 September 2021

Dear Board Members

Auditor’s Independence Declaration to Coda Minerals Ltd

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Coda Minerals Ltd.

As lead audit partner for the audit of the financial report of Coda Minerals Ltd for the year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of:

• The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

• Any applicable code of professional conduct in relation to the audit.

Yours faithfully

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DELOITTE TOUCHE TOHMATSU

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David Newman Partner Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation Member of Deloitte Asia Pacific Limited and the Deloitte organisation.

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Deloitte Touche Tohmatsu ABN 74 490 121 060

Tower 2, Brookfield Place 123 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia

Tel: +61 8 9365 7000 Fax: +61 8 9365 7001 www.deloitte.com.au

Independent Auditor’s Report to the members of Coda Minerals Ltd

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Coda Minerals Ltd (the “Company”) which comprises the statement of financial position as at 30 June 2021, 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 statements, including a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

In our opinion, the accompanying financial report of the Company is in accordance with the Corporations Act 2001 , including:

• Giving a true and fair view of the Company’s financial position as at 30 June 2021 and of its financial performance for the year then ended; and

• 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 Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 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 time of this auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Liability limited by a scheme approved under Professional Standards Legislation

Member of Deloitte Asia Pacific Limited and the Deloitte organisation.

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Key Audit Matter

How the scope of our audit responded to the Key Audit Matter

Accounting for exploration and evaluation assets and expenditure As at 30 June 2021, the carrying value of exploration and evaluation assets was $1.69 million as disclosed in Note 13. In addition, exploration and evaluation expenditure of $3.99 million was expensed during the year then ended. Significant judgement is applied in determining the treatment of exploration and evaluation expenditure including: • determining whether facts and circumstances indicate that the exploration and evaluation assets should be tested for impairment; and • determining the treatment of exploration and evaluation expenditure incurred, including: o whether the particular area of interest meets the recognition conditions for an asset; and o which elements of exploration and evaluation expenditures qualify for capitalisation for each area of interest.

Our procedures associated with exploration and evaluation expenditure incurred during the year included, but were not limited to: • obtaining an understanding of the relevant controls associated with the expensing of exploration and evaluation expenditure; and • testing on a sample basis, exploration and evaluation expenditure to confirm the nature and valuation of the costs incurred, and the appropriateness of the classification as asset or expense. Our procedures associated with assessing the carrying value of exploration and evaluation assets included, but were not limited to: • assessing the relevant controls associated with the identification of indicators of impairment; and • evaluating management’s impairment indicator assessment, including whether any of the following events exist at the reporting date which may indicate that exploration and evaluation assets may not be recoverable by: o obtaining a schedule of the areas of interest held by the Company and confirming whether the rights to tenure of those areas of interest remained current at balance date; o inquiring of management as to the status of ongoing exploration programmes in the respective areas of interest, and reviewing announcements made by the Company to corroborate these inquiries; and o assessing whether any facts or circumstances existed to suggest impairment testing was required. We also assessed the appropriateness of the disclosures in Note 13 to the financial statements.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Company’s annual report for the year ended 30 June 2021, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not and will 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 identified above 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 that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

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In preparing the financial report, the directors are responsible for assessing the ability of the Company 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.

Auditor’s 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 error, and to issue an auditor’s report that 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.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 5 to 10 of the Directors’ Report for the year ended 30 June 2021.

In our opinion, the Remuneration Report of Coda Minerals Ltd, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

DELOITTE TOUCHE TOHMATSU

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David Newman Partner Chartered Accountants Perth, 29 September 2021

CODA MINERALS LTD DIRECTORS’ DECLARATION For the year ended 30 June 2021

1. In the opinion of the directors of Coda Minerals Ltd (“the Company”):

2. (a) the financial statements and notes, are in accordance with the Corporations Act 2001, including:

   • (i) giving a true and fair view of the financial position of the Company as at 30 June 2021 and of its performance, for the financial period ended on that date; and

   • (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and

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

4. The directors have been given the declarations required by section 295A of the Corporations Act 2001 for the financial year ended 30 June 2021.

5. The Directors draw attention to Note 2(a) to the financial statements, which include a statement of compliance with International Financial Reporting Standards.

Dated at Perth this 29[th] day of September 2021.

Signed in accordance with a resolution of the directors.

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_____ KF Jones Director

18

CODA MINERALS LTD STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 30 June 2021

Note Other income 5 Administration expenses 5 (a) Exploration & evaluation expenses 5 (b) Corporate finance expenses 5 (c) Other expenses 5 (d) Results from operating activities Finance income 5 Finance expenses 5 (e) Loss before income tax Income tax benefit / (expense) 7 Loss for the period attributable to owners of the Company Other comprehensive income Total comprehensive (loss) for the period attributable to owners of the Company Earnings per share Basic and diluted (loss) per share 22	30 June 2021 30 June 2020 $ 37,500 - (2,135,524) (1,297,800) (3,991,793) (1,650,269) (311,799) (885,512) (122,134) (114,603)
	(6,523,750) (3,948,184)
	8,682 20,928 (8,222) (10,508)
	(6,523,291) (3,937,764)
	- -
	(6,523,291) (3,937,764)
	- -
	(6,523,291) (3,937,764)
	(0.09) (0.12)

The statement of profit or loss and other comprehensive income is to be read in conjunction with the notes to the financial statements. Refer to Note 2 on basis of preparation.

19

CODA MINERALS LTD STATEMENT OF FINANCIAL POSITION As at 30 June 2021

CURRENT ASSETS Cash and cash equivalents Receivables Prepayments Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Exploration licence bonds Property, plant and equipment Intangible assets Exploration and evaluation assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Employee benefits Lease liabilities current TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Lease liabilities non-current TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Capital contribution reserve Share based payment reserve Accumulated losses TOTAL EQUITY		30 June 2021 30 June 2020 $ $ 21,787,110 4,192,295 179,968 118,173 69,036 23,304 - 230,295
	Note
	8
	9
	10 20 9 11 12 13
		22,036,114 4,564,067
		55,000 55,000 280,229 142,120 144,552 157,886 1,686,359 1,416,359
		2,166,141 1,771,365
		24,202,255 6,335,433
		927,299 434,517 101,070 29,884 98,268 91,652
	15
	16
	17
		1,126,637 556,053
		91,786 8,002
	17
		91,786 8,002
		1,218,424 564,056
		22,983,832 5,771,377
		23,473,301 1,000 12,040,106 12,040,106 263,444 - (12,793,019) (6,269,729)
	18
	19
	19
		22,983,832 5,771,377

The statement of financial position is to be read in conjunction with the notes to the financial statements. Refer to Note 2 on basis of preparation.

20

CODA MINERALS LTD STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2021

	Issued capital Capital contribution reserve Share based payments reserve Accumulated losses Total $ $ $ $ $ 1,000 12,040,106 (6,269,729) 5,771,377 - - - (6,523,291) (6,523,291)
Year ended 30 June 2021
Opening balance at 1 July 2020
Loss for the year
Total comprehensive loss for the year	1,000 12,040,106 - (12,793,020) (751,913)
Share based payments to Directors and Employees	- - 83,444 - 83,444 - - 180,000 - 180,000 1,011,716 - - - 1,011,716 1,360,304 - - - 1,360,304 8,500,000 - - - 8,500,000 14,400,000 - - - 14,400,000 90,000 - - - 90,000 (1,889,719) - - - (1,889,719)
Share based payment consideration – Cameron River Farm-in
Shares issued under non- renounceable entitlement offer
Shares issued under non- renouncement entitlement offer
Shares issued under initial public offer
Shares issued under a Placement
Consideration Shares – Cameron River Farm-in
Share issue costs
Closing balance at 30 June 2021	23,473,301 12,040,106 263,444 (12,793,020) 22,983,832
	Issued capital Capital contribution reserve Share based payments reserve Accumulated losses Total $ $ $ $ $ 1,000 3,789,110 - (2,331,965) 1,458,145 - - - (3,937,764) (3,937,764)
Year ended 30 June 2020
Opening balance at 1 July 2019
Loss for the year
Total comprehensive loss for the year	- - - (3,937,764) (3,937,764) - 8,250,996 - - 8,250,996
Capital contribution
Closing balance at 30 June 2020	1,000 12,040,106 - (6,269,729) 5,771,377

The statement of changes in equity is to be read in conjunction with the notes to the financial statements. Refer to Note 2 on basis of preparation.

21

CODA MINERALS LTD STATEMENT OF CASH FLOWS For the year ended 30 June 2021

Note Cash flows from operating activities Payments for exploration and evaluation expenditure Payments for administration, corporate finance activities and other expenditure Net cash used in operating activities 24 Cash flows from investing activities Interest received Payments for property, plant & equipment Net cash used in investing activities Cash flows from financing activities Payments associated with the issue of shares Proceeds from issue of shares Repayment of lease liabilities Net cash inflow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at the end of the year 8	30 June 2021 30 June 2020 $ $ (4,149,924) (1,474,802) (1,400,134) (2,346,706)
	(5,550,058) (3,821,508)
	8,682 20,928 (248,075) (68,197)
	(239,393) (47,269)
	(1,889,719) (121,418) 25,362,020 8,250,996 (88,035) (86,048)
	23,384,266 8,043,530
	17,594,815 4,174,753 4,192,295 17,542
	21,787,110 4,192,295

The statement of cash flows is to be read in conjunction with the notes to the financial statements. Refer to Note 2 on basis of preparation.

22

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

1. REPORTING ENTITY

Coda Minerals Ltd (the ‘Company’ or ‘Coda’) is a company domiciled in Australia. The address of the Company’s registered office is 6 Altona Street, West Perth. The financial statements of the Company as at and for the year ended 30 June 2021 comprise the Company’s results.

The Company is a for-profit entity primarily involved in the exploration and evaluation of mineral resources.

2. BASIS OF PREPARATION

a) Statement of compliance

These financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (“AAS”) adopted and other authoritative pronouncements issued by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001. The financial statements comply with International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (“IASB”).

The financial statements were authorised for issue by the Directors on 29th September 2021.

b) Basis of preparation

The financial statements have been prepared on the historical cost basis where cost is based on the fair value of the consideration given in exchange for assets. All amounts are presented in Australian dollars unless otherwise noted.

c) Going concern

The Directors believe that Coda will continue as a going concern, and as a result the financial information has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

As at 30 June 2021, Coda had cash and cash equivalents of $21,787,110 and a net asset position of $22,983,832 compared to 30 June 2020, when it had cash and cash equivalents of $4,192,295 and a net asset position of $5,771,377. For the year ended 30 June 2021, Coda recorded a loss of $6,523,291 and experienced operating cash outflows of $5,549,258. For the period ended 30 June 2020, Coda recorded a loss of $3,937,764 and experienced net operating cash outflows of $3,821,508.

The Directors believe that, based on current conditions and performance assumptions, that Coda is sufficiently funded to meet its anticipated near-term funding needs, including required expenditure under the Elizabeth Creek Copper Cobalt Project and Cameron River Project over the next 12 months.

d) Use of estimates and judgements

The preparation of financial statements in conformity with AASB requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in Note 13 – Exploration and evaluation.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial period are included in the notes if applicable. There were no significant estimations of useful life for the current reporting period.

e) Determination of fair values

A number of the Company’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

23

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

f) Goods and services tax (‘GST’)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office (‘ATO’). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.

Cash flows are presented in the statement of cash flows on a gross basis.

g) Functional and presentation currency

These financial statements are presented in Australian dollars, which is the Company’s functional currency.

h) COVID-19

The ongoing COVID-19 pandemic affecting Australia and the world has had a limited impact on Coda’s operations with restrictions on interstate travel and challenges associated with maintaining government recommended social distancing practices being the key areas the Company has had to consider. Although these factors have the potential to impact Coda’s ability to undertake fieldwork safely and cost effectively, the impact to date has been limited during the current field programme. The Company has retained experienced, South Australia based geologists and field staff who are not required to cross state borders.

The Company’s COVID-19 management plan has been established to address the ongoing potential future impact. The Company will continue to monitor and manage the impact on its operations.

3. SIGNIFICANT ACCOUNTING POLICIES

Significant and other accounting policies that summarise the measurement basis used and which are relevant to an understanding of the financial statements are provided throughout the notes to the financial statements. Where possible, wording has been simplified to provide clearer commentary on the financial report of the Company. Accounting policies determined non-significant are not included in the financial statements.

24

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

4. SEGMENT INFORMATION

Accounting policy

An operating segment is a component of the Company that engages in business activities from which it may incur expenses. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and exploration expenditure.

Management has determined the operating segments based on the reports reviewed by the Board of Directors that are used to make strategic decisions.

For management purposes, the Company has identified two reportable segments relating to exploration activities in the following business segments: the Elizabeth Creek Copper Cobalt project and the Cameron River Copper Gold project. The business segments include the activities associated with the determination and assessment of the existence of commercial reserves, from the Company’s mineral assets that fall under those projects.

The following is an analysis of the Company’s results by reportable operating segment for the full year under review:

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

30 June 2021 30 June 2020
$ $
Operating segment results
Elizabeth Creek (3,948,715) (1,650,269)
Cameron River (43,078) -
Total Exploration & Evaluation Expenses (3,991,793) (1,650,269)
Reconciliation of segment result to net loss:
Other income 37,500 -
Administration costs (2,135,524) (1,297,800)
Other corporate costs (433,934) (1,000,115)
Finance income 8,682 20,928
Finance costs (8,222) (10,508)
Loss before tax (6,523,291) (3,937,764)
Income tax expense - -
Consolidated loss for the period (6,523,291) (3,937,764)
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25

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

SEGMENT INFORMATION (continued)

Accounting policy

The following is an analysis of the Group’s assets and liabilities by reportable operating segment:

		30 June 2021		30 June 2020
		$		$
Segment assets
Elizabeth Creek		3,467,491		1,629,245
Cameron River		270,000		-
Segment liabilities
Elizabeth Creek		(556,751)		(64,692)
Cameron River		(9,700)		-
Total segments		3,171,040		1,564,553
Unallocated assets1		20,464,764		4,706,188
Unallocated liabilities2		(651,973)		(499,364)
Consolidated assets and liabilities		22,983,832		5,771,377
Included insegment assets are:
Additions to non-current assets
Elizabeth Creek	-	-
Cameron River	270,000	-
Total segments	270,000	-
Unallocated additions3	246,910	243,389
Consolidated additions to non-current assets	516,910	243,389

Notes:

1. Unallocated assets predominately relate to cash and cash equivalents

2. Unallocated liabilities relate to lease liabilities, employee benefits and trade and other payables

3. Unallocated additions relate to right of use asset for office lease and office equipment, fixtures and fittings

5. REVENUE, OTHER INCOME AND EXPENSES

Accounting policy

Revenue is measured at the fair value of the gross consideration received or receivable. The Company recognises revenue when the amount of revenue can be reliably measured, and when it is probable that future economic benefits will flow to the entity.

Finance income

Finance income comprises interest income on funds invested. Interest income is recognised as it accrues, using the effective interest method.

	30 June 2021	30 June 2020
	$	$
Finance income
Interest income	8,682	20,928
Other income
Government cash flow boost(i)	37,500	-

Note:

(i) The Company benefited from the government’s temporary Cash Flow Boost support package designed to assist businesses manage cashflow challenges and help retain employees during the economic downturn associated with COVID-19 19. Eligible businesses who employed staff received cash flow boosts delivered as credits via the activity statement system (not as direct payments to the business). The cash flow boost payments were made in two stages. The initial cash flow boost was based on the amount of the Company’s PAYG withholding for the period April to June 2020. Eligible businesses that withheld tax on their employees’ salary and wages received a credit equal to 100% of the amount withheld to a maximum payment of $50,000. The second payments were made for the July to September 2020 quarter. Eligible businesses received an additional payment equal to the total that they had been paid in the first round of payments to a maximum of $50,000, regardless of the amount of PAYG tax actually paid to the Australian Taxation Office (ATO). Refer Note 2 Accounting Policies.

26

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

REVENUE, OTHER INCOME AND EXPENSES (continued)

Accounting policy

Finance expenses

Finance expenses comprise interest expense on borrowings, bank charges, unwinding of the discount on provisions and performance bond facility fees. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. Foreign currency gains and losses are reported on a net basis either as finance income or finance costs depending on whether they are in a net gain or loss position.

Note (a) Administration expenses Audit or review of financial reports: - Group Corporate and consultant costs Director fees, employee salary and on costs expenses Other administration costs Total administration expenses (b) Exploration and evaluation expenses Exploration and evaluation expenses (c) Corporate finance expenses(i) External advisors, consultants, brokers and legal expenses (d) Other expenses Amortisation and depreciation 11,12 (e) Finance expenses Interest expense Total Expenses	30 June 2021 30 June 2020 $ $ (39,863) (32,700) (503,570) (290,097) (1,368,327) (794,144) (223,766) (180,859)
	(2,135,524) (1,297,800)
	(3,991,793) (1,650,269) (311,799) (885,512) (122,134) (114,603) (8,222) (10,508)
	(6,569,473) (3,937,794)

(i) Corporate finance expenses relate to advisor costs incurred in relation to corporate finance activities including the completed Voluntary Share Sale Facility from FY20 ($885,512) and the IPO process, the Rights Issue Capital Raise and the Institutional Placement during FY21 ($311,799).

27

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

6. EMPLOYEE BENEFITS EXPENSE

Employee benefits expenses are allocated to exploration and evaluation expenses or administration expenses based upon time-writing records.

Employee salaries, directors’ fees & on cost expenses Share based payment Staff bonuses STIP Post-employment benefits Transfer to exploration & evaluation expenses Total employee benefits expense	30 June 2021 30 June 2020 $ $ (1,007,410) (880,700) (83,444) - (192,083) - (85,390) (74,925) 195,631 161,481
	(1,172,695) (794,144)

7. INCOME TAX

Accounting policy

Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

Coda recognises deferred tax assets arising from unused tax losses to the extent that it is probable that future taxable profits of Coda will be available against which the assets can be utilised. Coda assesses the recovery of its unused tax losses and tax credits only in the period in which they arise. Any subsequent period adjustments to deferred tax assets arising from unused tax losses as a result of revised assessments of the probability of recoverability are recognised by the Company.

Current tax expense Current period Deferred tax expense Origination and reversal of temporary differences Benefit of tax losses and other deferred tax benefits not recognised Total income tax expense / (benefit)	30 June 2021 30 June 2020 $ $ - -
	- - - -
	- -

28

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

INCOME TAX (continued)

Numerical reconciliation between current tax expense/(benefit) and pre- tax net profit/(loss) Loss before tax Income tax using the statutory rate of 30% Increase in income tax expense due to: Permanent differences Deferred income tax not recognised Total income tax expense / (benefit)	(6,523,291) (3,937,764)
	(1,956,987) (1,181,329) 17,233 10,680 1,939,835 1,170,649
	- -

Tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

Deferred tax assets / (liabilities) Exploration asset Intangible asset Provisions Accrued expenditure Right of use asset Lease liabilities Capital raising costs Tax losses Deferred tax asset not recognised Net deferred tax assets / (liabilities)	30 June 2020 Movement 30 June 2021 $ $ $ - - - - 11,491 11,491 8,965 10,017 18,982 (62,116) 67,741 5,625 - (54,942) (54,942) - 57,016 57,016 - 692,797 692,797 915,874 2,021,204 2,937,078 (862,723) (2,805,324) (3,668,047) - - -

Unrecognised deferred tax assets

As at 30 June 2021 gross tax losses totalling $9,790,261 (2020: $2,875,743) have not been recognised as deferred tax assets. A deferred tax asset has not been recognised in respect of the above tax losses because it is not probable that future taxable profit will be available against which the consolidated entity can utilise the benefit.

8. CASH AND CASH EQUIVALENTS

Accounting policy

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash at bank earns interest at floating rates based on daily bank deposit rates.

Bank balances Cash and cash equivalents	30 June 2021 30 June 2020 $ $ 21,787,110 4,192,295
	21,787,110 4,192,295

29

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

9. RECEIVABLES

Accounting policy

Receivables are initially recognised at fair value and subsequently at the amounts considered receivable (financial assets at amortised cost). In order for a financial asset to be classified and measured at amortised cost, it needs to give rise to cash flows that are ‘solely payments of principal and interest (“SPPI”) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

Current Receivables GST receivable from the ATO Other receivables Current receivables Non-current Receivables Exploration license bonds Non-current receivables	30 June 2021 30 June 2020 $ $ 76,491 50,121 103,477 68,052
	179,968 118,173
	30 June 2021 30 June 2020 $ $ 55,000 55,000
	55,000 55,000

All receivables are short term in nature, consequently their carrying amount is assumed to approximate their fair value.

10. PREPAYMENTS

Prepaid office rent Other prepayments Prepayments	30-Jun-21 30-Jun-20 $ $ 11,454 - 57,582 23,304
	69,036 23,304

11. PROPERTY, PLANT & EQUIPMENT

Accounting policy

(i) Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and capitalised borrowing costs. Cost also may include transfers from other comprehensive income of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

The gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within other income/other expenses in profit or loss.

ii) Depreciation and amortisation Depreciation is recognised in profit or loss on a straight line basis over the estimated useful lives of each part or item of property, plant and equipment.

The estimated useful lives for the current and comparative periods are as follows:

• furniture fittings and equipment 3-8 years

• leased plant and equipment 5-15 years

30

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

Depreciation methods, useful lives and residual values are reviewed at each reporting date.

Cost At 1 July 2020 Additions At 30 June 2021 Accumulated depreciation At 1 July 2020 Depreciation At 30 June 2021 Net book value At 1 July 2020 At 30 June 2021	Right of use asset (leased offices) Equipment, fixtures and fittings Project Equipment Total $ $ $ $ 175,194 68,195 - 243,389 178,035 68,875 - 246,910
	353,229 137,071 - 490,300
	(82,195) (19,074) - (101,269) (87,895) (20,906) - (108,801)
	(170,090) (39,980) - (210,070)
	92,999 49,121 - 142,120
	183,139 97,091 - 280,229

Cost At 1 July 2019 Additions At 30 June 2020 Accumulated depreciation At 1 July 2019 Depreciation At 30 June 2020 Net book value At 1 July 2019 At 30 June 2020	Leased offices Equipment, fixtures and fittings Project Equipment Total $ $ $ $ - - - - 175,194 68,195 - 243,389
	175,194 68,195 - 243,389
	- - - - (82,195) (19,074) - (101,269)
	(82,195) (19,074) - (101,269)
	- - - - 92,999 49,121 - 142,120

The Company leases its corporate office at 6 Altona Street West Perth. The lease expired on 23 July 2021. The lease has been renewed for a further 2 years. This lease is recognised in accordance with the new AASB 16: Leases which the Company adopted on 1 July 2019. Refer to note 17 for further details.

12. INTANGIBLE ASSETS

Accounting policy

Licences acquired are initially recognised at cost and are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to profit or loss using the straightline method over 15 years, which is the estimated useful lives and periods of contractual rights.

Intangible assets – Technology licence Carrying amount at beginning of year Amortisation Carrying amount at end of year	30 June 2021 30 June 2020 $ $ 157,886 171,219 (13,333) (13,333)
	144,553 157,886

Gindalbie executed licence agreements for the use of mineral processing technology in 2017. This licence provides the Company with the right to use the technology on new projects that may be identified during ongoing business development and strategy work.

31

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

The license was novated to Coda as part of a common-control transaction whereby the capitalised amounts in Gindalbie’s books were transferred at the net book value to its 100% owned subsidiary Coda.

13. EXPLORATION AND EVALUATION ASSETS

Accounting policy

Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method and with AASB 6 Exploration for and Evaluation of Mineral Resources , which is the Australian equivalent of IFRS 6.

Exploration and evaluation expenditure encompasses expenditures incurred by the Company in connection with the exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable.

For each area of interest, expenditure incurred in the acquisition of rights to explore is capitalised, classified as tangible or intangible, and recognised as an exploration and evaluation asset. Exploration and evaluation assets are measured at cost at recognition. Exploration and evaluation expenditure incurred by the Company subsequent to acquisition of the rights to explore is expensed as incurred, up until the point at which a scoping study is completed, a pre-feasibility study entered into and the pre-feasibility study enters the stage where a case to proceed with preliminary engineering design work has been made by the Project Steering Committee or the Company's Board.

Exploration and evaluation assets are only recognised if the rights of tenure to the area of interest are current and either:

• (i) the expenditures are expected to be recouped through successful development and exploitation of the area of interest; or

• (ii) activities in the area of interest have not, at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified from intangible assets to mining property and development assets within property, plant and equipment. Where a decision is made to proceed with development, accumulated expenditure is tested for impairment and transferred to development properties, and then amortised over the life of the reserves associated with the area of interest once mining operations have commenced.

Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

Elizabeth Creek1 Cameron River2 Total Exploration and Evaluation Assets Movement of Exploration and Evaluation Assets Carrying amount at beginning of year1 Additions2 Carrying amount at end of year	30 June 2021 30 June 2020 $ $ 1,416,359 1,416,359 270,000 -
	1,686,359 1,416,359
	1,416,359 1,416,359 270,000 -
	1,686,359 1,416,359

Notes:

• 1 – In April 2017, Gindalbie Metals Ltd entered into a Farm-in and Joint Venture Agreement (“Agreement”) with Terrace Mining Pty Ltd, a wholly owned subsidiary of Torrens Mining Limited. The Agreement provided Gindalbie the opportunity to earn up to 75% interest in the Elizabeth Creek Copper-Cobalt Project, located 135km north-west of Port Augusta in South Australia.

Following the receipt of approval by the Foreign Investment Review Board in August 2018, Gindalbie finalised a Novation Agreement with Terrace Mining Pty Ltd to novate the Mt Gunson Farm-in and Joint Venture Agreement to Coda. As a result of the novation, a common-control transaction took place whereby the capitalised amounts in Gindalbie were transferred at the net book value to its 100% owned subsidiary Coda.

32

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

EXPLORATION AND EVALUATION ASSETS (continued)

• 2 – In March 2021, Coda entered into a Farm-in and Joint Venture Agreement with Wilgus Investments Pty Ltd (“Wilgus”), giving Coda the right to acquire up to an 80% interest in the Cameron River Project near Mount Isa in Queensland. In June 2021, 250,000 shares fair valued at $90,000 and 500,000 performance rights fair valued at $180,000 were issued to Wilgus on completion of all conditions precedent associated with the Cameron River Farm In Agreement. This has been treated as an asset acquisition as it is an exploration stage project, and does not satisfy the definition of a business combination.

The key terms of the earn-in commitments under the Cameron River agreement were as follows:

Stage 1: Expenditure of $1 million on exploration activities within 2 years from execution to earn a 51% interest in the Project.

Stage 2: Expenditure of an additional $1 million on exploration activities within 1 year of earning the Stage 1 interest, to earn an additional 29% interest in the Project. Coda has the right to determine exploration activity conducted on the Project during the farm-in.

Exploration programs in each area of interest continue but have not reached a stage which permits a reasonable assessment of economically recoverable reserves. The recoverability of the carrying amounts of exploration and evaluation assets is dependent on the successful development and commercial exploitation or sale of the respective area of interest.

14. IMPAIRMENT OF NON FINANCIAL ASSETS

Accounting policy

The carrying amounts of the Company’s non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset of the Company that generates cash flows that are largely independent from other assets. Impairment losses are recognised in profit or loss.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

At 30 June 2021 there were no internal or external indicators of impairment and as a result, no impairment testing was conducted.

33

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

15. TRADE AND OTHER PAYABLES

Accounting policy

Trade and other payables are initially recognised at the value of the invoice received from a supplier and subsequently measured at amortised cost. They represent liabilities for goods and services provided to the company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and generally paid within 60 days of recognition.

Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. The carrying amounts of trade and other payables are assumed to be the same as their fair values, due to their short-term nature.

o their short-term nature.
Trade creditors Other creditors and accruals Trade and other payables	30 June 2021 30 June 2020 $ $ 307,949 227,464 619,350 207,054
	927,299 434,517

16. EMPLOYEE BENEFITS

Accounting policy

A current liability is recognised for the amount expected to be paid to an employee for annual leave they are presently entitled to as a result of past service. The liability includes allowances for on-costs such as superannuation and payroll taxes, as well as any future salary and wage increases that the employee may reasonably be entitled to. The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service up to reporting date, plus related on costs.

• (i) Defined contribution superannuation funds

Obligations for contributions to defined contribution superannuation funds are recognised as an expense in profit or loss when they are owed.

(ii) Other long-term employee benefits

The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods plus on-costs; that benefit is discounted to determine its present value. The discount rate is the yield at the reporting date on AA credit-rated (Corporate bond rate) bonds that have maturity dates approximating the terms of the Company’s obligations.

(iii) Termination benefits

Termination benefits are recognised as an expense when the Company is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date.

(iv) Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

	30 June 2021 30 June 2020 $ $ 101,070 29,884
Current
Employee benefits
Total employee benefit provision	101,070 29,884

34

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

17. LEASE LIABILITY

Accounting policy

The Company as a lessee, has recognised right-of-use assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments.

The Company as a lessee will assess whether a contract is, or contains, a lease under AASB 16. A contract is,or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

If the contract is assessed to be, or contains, a lease, the Company will recognise a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses and adjusted for certain remeasurements of the lease liability.

Depreciation is based on the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

The lease liability is subsequently increased by the interest cost on the lease liability, offset by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.

The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases lease term of 12 months or less and leases for low-value assets. The Company will recognise the payments associated with these leases as an expense on a straight-line basis over the lease term.

(a) Lease liability

Maturity analysis Within one year Later than one year and not later than three years Less unearned interest Total lease liability Current Non-current Total lease liability (b) Amounts recognised in profit and loss Depreciation expense on right-of use assets (Note 11) Interest expense on lease liabilities	30 June 2021 30 June 2020 $ $ 98,268 95,858 91,786 8,002 - (4,206)
	190,054 99,654
	30 June 2021 30 June 2020 $ $ 98,268 91,652 91,786 8,002
	190,054 99,654
	30 June 2021 30 June 2020 $ $ 87,895 82,195 8,222 10,508

35

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

18. ISSUED CAPITAL

Accounting policy

Issued Capital

Ordinary shares are classified as contributed equity. Costs directly attributable to the issue of new shares or options are shown in issued capital as a deduction from the proceeds.

		30 June	30 June	30 June	30 June
		2021	2021	2020	2020
	Note	No. of	$	No. of	$
		Shares		Shares
Balance at beginning of period		33,463,651	1,000	1,000	1,000
Movements during the period:
Issued on demerger from former parent entity(i)		-	-	33,462,651	-
Issued under non-renounceable entitlement offer(ii)		10,117,162	1,011,716	-	-
Issued under non-renouncement entitlement offer_(ii)_		13,603,037	1,360,304	-	-
Issued under initial public offer(iii)		28,333,334	8,500,000	-	-
Capital raising costs		-	(966,825)	-	-
Issued under a Placement(iv)		12,000,000	14,400,000
Placement costs		-	(922,894)
Consideration Shares – Cameron River Farm-in	13	250,000	90,000
Balance at end of period		97,767,184	23,473,301	33,463,651	1,000

Note:

• (i) On 23 July 2019, the Company was demerged from its former parent entity pursuant to the implementation of the parent entity’s shareholder and court approved demerger scheme. As a result of the demerger scheme;

• Coda received an $8.06 million capital injection from the former parent entity;

• the capital structure of Coda was restructured by way of an equal sub-division of shares such that Coda had 33,463,651 shares on issue;

• The former parent entity’s shareholders received shares in Coda on the basis of 1 Coda share for every 45 shares held in the former parent entity at Record Date;

• Coda is no longer a subsidiary of the former parent entity.

• (ii) Legally issued pursuant to the Prospectus dated 8 June 2020 to existing shareholders under a nonrenounceable entitlement offer of one fully paid New Share for every Share held by eligible shareholders on Record Date at an issue price of $0.10 per New Share. There were no special terms or features attached to the shares on offer.

• (iii) Legally issued pursuant to the IPO Prospectus dated 4 September 2020 and the Supplementary Prospectus dated 18 September 2020 of one fully paid New Share per successful applicant at $0.30 per share. There were no special terms or features attached to the shares on offer.

• (iv) Legally issued on 28 June 2021 pursuant to the placement to sophisticated and institutional investors under Section 708A(5)e of the Corporations Act. There were no special terms or features attached to the shares on offer.

Terms and conditions

Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders meetings. In the event of winding up of the Company, ordinary shareholders rank after all other shareholders and creditors and are fully entitled to any proceeds of liquidation.

36

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

19. RESERVES

Nature and purpose of reserves

(a) Capital contribution reserve

The capital contribution reserve represents cash and asset contributions from the Company’s former ultimate parent company made prior to the completion of the demerger on 23 July 2019.

Reserve at beginning of year Capital contributions during the year Capital contribution reserve at end of period	30 June 2021 30 June 2020 $ $ 12,040,106 3,789,110 - 8,250,996 12,040,106 12,040,106

(b) Share based payments reserve

The fair value of options, as at the grant date, granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period during which the employees become unconditionally entitled to the options. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest, except where forfeiture is only due to share prices not achieving the threshold for vesting. The fair value of the performance rights consideration for the Cameron River Farm-in is recognised as an exploration and evaluation asset with a corresponding increase in equity at the date of the commencement of the Farm-in Agreement.

The share based payments reserve comprises the net value of employee options expensed over the vesting period as well as performance rights consideration for Cameron River Farm-in calculated at grant date using the Modified Binomial, Black-Scholes or Monte Carlo model, depending on whether they contain market performance conditions. For employee options with a future vesting period, the option value is brought to account progressively over the term of the vesting period.

Reserve at beginning of year Share based payments to Directors & Employees expensed during the year Share based payments consideration capitalised – Cameron River Farm-in Share based payments reserve at end of period	30 June 2021 30 June 2020 $ $ - - 83,444 - 180,000 -
	263,444 -

20. Other Assets

Capital raising costs Other assets	30 June 2021 30 June 2020 $ $ - 230,295
	- 230,295

The above capital raising costs relate to the Rights Issue (Prospectus dated 9 June 2020). As at 30 June 2020, these costs have been recorded as Other Assets, however, will be offset against cash proceeds from the Rights Issue when it completes.

21. CAPITAL AND OTHER COMMITMENTS

(a) Exploration expenditure commitments

In order to maintain current rights of tenure to exploration tenements, the Company is required to perform minimum exploration work to meet the minimum expenditure requirements specified by the Government of South Australia. These requirements are subject to renegotiation when application for a mining lease is made and at other times.

As described in Note 13 Exploration and Evaluation Assets, the exploration expenditure commitments include the

Elizabeth Creek Copper Cobalt Project.

37

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

Payable no later than one period:

Annual fees – Elizabeth Creek (70%) Annual Fees – Cameron River Exploration Total commitments	30 June 2021 30 June 2020 $ $ 11,611 17,152 1,845 - - -
	13,456 17,152

Coda received an extension to the Elizabeth Creek Project Amalgamated Expenditure Arrangement on 22 July 2020 confirming the minimum exploration expenditure of $1.1 million required to be spent for a 24 month period ending 30 June 2022. This agreement applies to exploration licences 6265, 6141 and 6518 which combined are known as the Elizabeth Creek Project Exploration Licences. See note 13 for the terms of the Cameron River Joint Ventrue and FarmIn Agreement.

22. EARNINGS PER SHARE

The Company presents basic and diluted earnings per share (‘EPS’) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.

Basic earnings per share

The calculation of basic earnings per share at 30 June 2021 was based on the loss attributable to ordinary shareholders of $6,523,291 and a weighted average number of ordinary shares outstanding during the year ended 30 June 2021 of 75,076,122 calculated as follows:

Basic earnings per share	30 June 2021	30 June 2020
	$	$
Loss attributable to ordinary shareholders	(6,523,291)	(3,937,764)
	30 June 2021	30 June 2020
Weighted average number of ordinary shares	No. of shares	No. of shares
Shares on issue at the beginning of the year / on incorporation	33,463,651	1,000
Effect of shares issued on exercise of share options	-	-
Weighted average number of ordinary shares at the end of the year	75,076,122	33,463,651
Earnings / (loss) per share:
Basic and diluted	(0.09)	(0.12)

23. FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT

Accounting policy

Financial Instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument.

38

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT (continued)

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Classification and initial measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs.

Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:

• amortised cost

• fair value through profit or loss (“FVTPL”)

• fair value through other comprehensive income (“FVOCI”).

In the period presented in this financial report the Company does not have any financial assets categorised as FVOCI or FVTPL.

The classification is determined by both:

• the entity’s business model for managing the financial asset

• the contractual cash flow characteristics of the financial asset.

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for expected credit losses of trade receivables which is presented in other expense.

Financial Assets at Amortised Cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):

• they are held under a business model whose objective it is “hold to collect and sell” the associated cash flows and sell; and

• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Company’s cash and cash equivalents, trade receivables and most other receivables fall into this category of financial instruments.

Financial Assets at FVTPL

Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value through profit and loss. Further, irrespective of an entity’s business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply.

Financial Assets at FVTOCI

The Company accounts for financial assets at FVOCI if the assets meet the following conditions:

• they are held under a business model whose objective it is “hold to collect and sell” the associated cash flows and sell; and

• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Any gains or losses recognised in other comprehensive income (“OCI”) will be recycled upon derecognition of the asset.

Impairment of financial assets

The Company considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

39

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT (continued)

Trade and other receivables

The Company makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Company uses its historical

experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

Classification and measurement of financial liabilities

The Company’s financial liabilities include borrowings, trade and other payables and derivative financial instruments.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method.

All interest-related charges are recognised in profit or loss within finance costs, finance income or other financial items.

Fair values versus carrying amounts

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 realized 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 all financial assets and liabilities, the carrying value approximates fair value.

Financial Risk Management Overview

The Company has exposure to the following risks from its use of financial instruments:

• credit risk

• liquidity risk

• market risk

This note presents information about the Company’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital including risks resulting from its investment in fair value accounted Investment. Further quantitative disclosures are included throughout the financial report.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board is responsible for developing and monitoring risk management policies. The Board reviews its activities regularly.

Risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company’s Board oversees how management monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

(a) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s cash, cash equivalents and term deposits.

Exposure to credit risk

The carrying amount of the Company’s financial assets represents the maximum credit exposure. Refer to Note 5 for the credit management process. The Company’s maximum exposure to credit risk at the reporting date was:

	Note	30 June 2021	30 June 2020
		$	$
Cash and cash equivalents	8	21,787,110	4,192,295
Other receivables		103,477	68,052

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CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

FINANCIAL INSTRUMENTS & FINANCIAL RISK MANAGEMENT (continued)

The Company’s cash and cash equivalents of $21,787,110 at 30 June 2021 represent its maximum credit exposure on these assets. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated at between A2 and A1+ from Standard & Poor’s and A from Moody’s.

None of the Company’s receivables are past due.

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The following are the contractual maturities of the Company’s financial liabilities, including estimated interest payments and excluding the impact of netting agreements:

Non-derivative financial liabilities

Non-derivative financial liabilities
	30	June	2021	30 June 2020
	Carrying		6 months	Carrying	6 months
	amount		or less	amount	or less
	$		$	$	$
Trade and other payables	927,299		927,299	434,517	434,517

(c) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices that will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(d) Interest rate risk

Exposure to interest rate risk

The Company’s exposure to interest rate risk at balance date was as follows, based on notional amounts:

Variable rate instruments Cash and cash equivalents	30 June 2021 30 June 2020 $ $ 21,787,110 4,192,295
	21,787,110 4,192,295

At reporting date, the Company did not hold any instruments that exposed it to any material interest rate risk.

(e) Capital management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Company manages its capital to ensure it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of its capital structure.

Since the Company’s demerger from Gindalbie, the Board’s capital management policy remains unchanged.

The capital structure of the Company consists of issued capital, reserves and retained earnings as disclosed in Notes 18 and 19, respectively.

41

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

24. NOTES TO THE STATEMENT OF CASH FLOWS

Reconciliation of loss after income tax to net cash inflow from operating activities:

	30 June 2021 30 June 2020
	$ $
Loss for the period after income tax	(6,523,291) (3,937,764) 122,134 114,603 83,445 - (8,222) (10,420)
Adjustments for:
Depreciation and amortisation
Employee option expense EOST
Net finance costs
Operating loss before changes in working capital and provisions	(6,325,934) (3,833,582)
	129,893 (104,318) - (55,000) (9,926) (22,224) 624,833 163,731 31,076 29,884
Decrease / (increase) in receivables
Decrease/(increase) in exploration license bonds
Decrease /(increase) in prepayments
Increase / (decrease) in trade and other payables
Increase /(decrease)in employee benefits
Net cash (used in) operating activities	(5,550,058) (3,821,508)

25. RELATED PARTIES DISCLOSURES

Key management personnel (KMP) compensation

The compensation paid to the Company’s Key Management Personnel is shown below.

	30 June 2021 30 June 2020 $ $ (657,029) (513,661) (83,443) - (114,712) - (9,406) - (51,929) (40,429) (3,600) -
Employee salaries & directors’ fees
Share based payment
Staff bonuses STIP
Annual leave movement
Post-employment benefits
Non-monetary benefits
Total employee benefits expense	(920,119) (554,090)

Detailed remuneration disclosures are provided in the remuneration report on page 7.

Equity holdings and transactions

The movement during the reporting period in the number of ordinary shares of Coda Minerals Limited held, directly, indirectly, or beneficially by each key management person, including their related parties is as follows:

	Held at	Purchased or	Received on	Sold or	Held at
	1 July	granted as	exercise of	disposed	30 June 2021
	2020	compensation	options	of
Directors
Mr K F Jones	2,370,267	4,740,534(i)	-	-	7,110,801
Mr P D Hallam	116,111	1,132,777 (i)	-	-	1,248,888
Mr A R Marshall	20,873	208,420(i)	-	-	229,293
Mr C A Moorhead	-	500,000(i)	-	-	500,000
Executive Director
Mr C Stevens	138,889	200,031(i)	-	-	338,920

Notes:

(i) 2/3 shares purchased under entitlement offer are subject to escrow. 4,498,928 are held in escrow until 28 October 2022

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CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

Options and rights over equity instruments

As described on page 10, on 3 July 2020, the KMP were granted 6,000,000 options over ordinary shares of the Company. Each option exercisable at $0.2145 each expiring on 3rd July 2024 (subject to escrow until 28th October 2022.)

Number of options as at 30 June 2021	Number of options as at 30 June 2021
	Held at	Purchased or	Expired during	Converted to	Held at
	1 July 2020	granted as	the period	shares	30 June 2021
		compensation
Directors
Mr K F Jones	-	2,000,000	-	-	2,000,000
Mr P D Hallam	-	666,667	-	-	666,667
Mr A R Marshall	-	666,666	-	-	666,666
Mr C A Moorhead	-	666,667	-	-	666,667
Executive Director
Mr C Stevens	-	2,000,000	-	-	2,000,000

Transactions with other related parties

There have been no related party transactions during the reporting period.

26. SHARE BASED PAYMENTS

Accounting policy

The fair value of employee stock options is measured using an acknowledged valuation formula. Measurement inputs include share price on measurement date, exercise price of the option, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), expected life of the option, expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the option are not taken into account in determining fair value. Details in relation to the options granted during the period, including the valuation model applied are included below.

The grant date fair value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period during which the employees become unconditionally entitled to the options. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest, except where forfeiture is only due to share prices not achieving the threshold for vesting.

Options over Ordinary Shares

On 3 July 2020, the Company granted 6,000,000 options to key management personnel as part of the Employee Incentive Plan. The options issued were in the form of a Premium exercise price options “PEPO”. The options carry an exercise price of $0.2145 per option and vesting conditions requiring continued service, and the Company’s ASX listed share price achieving the following hurdle prices of $0.23, $0.27, and $0.30 for each third of options granted. The options may be exercised on or before 3 July 2024.

Tranche	Number of Options	Expiry date	Exercise Price	Vesting Condition
A	2,000,000	28 May 2024	$0.2145	Upon reaching a share price of $0.23
B	2,000,000	28 May 2024	$0.2145	Upon reaching a share price of $0.27
C	2,000,000	28 May 2024	$0.2145	Upon reaching a share price of $0.30

The options were valued using a Barrier Up and In Trinomial Option Pricing Model. The model takes into consideration that the options can vest at any time during the performance period, given the Company’s share price meets or exceeds pre-determined barriers.

The following table provides a summary of terms under which the options were issued:

Item	Tranche A	Tranche B	Tranche C
Value of underlying security	$0.10	$0.10	$0.10
Exercise price	$0.2145	$0.2145	$0.2145
Share price barrier	$0.230	$0.270	$0.300
Valuation date	28 May 2020	28 May 2020	28 May 2020
Expiry date	28 May 2024	28 May 2024	28 May 2024
Expiration period (years)	4.00	4.00	4.00
Volatility	100%	100%	100%
Risk-free interest rate	0.405%	0.405%	0.405%
Number of options	2,000,000	2,000,000	2,000,000
Valuation per option	$0.056	$0.056	$0.056

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CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

All options have the following vesting conditions:

• (a) share price to reach the barrier price at any time during the options life; and

(b) continuous employment is required (unless cessation of employment is due to redundancy or illness).

Should option holders resign, the Board may at its discretion waive the vesting condition relating to the requirement to remain a Director of the Company and allow the option holder to continue to hold the options following resignation.

The above options do not entitle the holder to participate in any potential share issue of the Company.

Shares issued on exercise of options

During the financial year, the Company has issued nil ordinary shares as a result of the exercise of options.

27. CONTINGENT ASSETS AND LIABILITIES

At the reporting date, the Company had no contingent assets or liabilities.

28. AUDITOR’S REMUNERATION

The auditor of Coda Resources Ltd is Deloitte Touche Tohmatsu.

Audit and review of financial reports Other assurance and agreed-upon procedures under other legislation or contractual arrangements Other services - Tax consulting services Auditor's Remuneration	30 June 2021 30 June 2020 $ $ 39,863 32,700 - 16,000 14,777 18,879
	54,640 67,579

29. EVENTS SUBSEQUENT TO REPORTING DATE

Other than as set out elsewhere in this Annual Financial Report, no matters or circumstances have arisen since the end of the financial year.

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CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

30. NEW AND AMENDED STANDARDS

The following standards and interpretations apply for the first time to financial reporting periods commencing on or after 1 January 2020. The adoption of these standards has not had a material impact on the Company’s financial statements, and the Company has not had to make retrospective adjustments as a result of adopting these standards.

Title	Key requirements	Effective date
AASB 2018-6 Amendments to Australian Accounting Standards – Definition of a Business [AASB 3]	The amended definition of a business requires an acquisition to include an input and a substantive process that together significantly contribute to the ability to create outputs. The definition of the term ‘outputs’ is amended to focus on goods and services provided to customers, generating investment income and other income, and it excludes returns in the form of lower costs and other economic benefits. The amendments will likely result in more acquisitions being accounted for as asset acquisitions.	1 January 2020
AASB 2018-7 Amendments to Australian Accounting Standards – Definition of Material [AASB 101 and AASB 108]	The AASB has made amendments to AASB 101 Presentation of Financial Statements and AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors which use a consistent definition of materiality throughout International Financial Reporting Standards and the Conceptual Framework for Financial Reporting, clarify when information is material and incorporate some of the guidance in AASB 101 about immaterial information. In particular, the amendments clarify: • that the reference to obscuring information addresses situations in which the effect is similar to omitting or misstating that information, and that an entity assesses materiality in the context of the financial statements as a whole, and • the meaning of ‘primary users of general purpose financial statements’ to whom those financial statements are directed, by defining them as ‘existing and potential investors, lenders and other creditors’ that must rely on general purpose financial statements for much of the financial information they need.	1 January 2020
Revised Conceptual Framework for Financial Reporting AASB 2019-1 Amendments to Australian Accounting Standards – References to the Conceptual Framework	The AASB has issued a revised Conceptual Framework which will initially only apply to for-profit private sector entities that have public accountability and are required by legislation to comply with Australian Accounting Standards (AAS), and to other for-profit entities that elect to apply it. Key changes include: • increasing the prominence of stewardship in the objective of financial reporting • reinstating prudence as a component of neutrality • defining a reporting entity, which may be a legal entity, or a portion of an entity • revising the definitions of an asset and a liability • removing the probability threshold for recognition and adding guidance on derecognition • adding guidance on different measurement basis, and • stating that profit or loss is the primary performance indicator and that, in principle, income and expenses in other comprehensive income should be recycled where this enhances the relevance or faithful representation of the financial statements. While no changes have been made to any of the current accounting standards, entities that rely on the Framework in determining their accounting policies for transactions, events or conditions that	1 January 2020

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CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

	are not otherwise dealt with under the accounting standards will need to apply the revised Framework from 1 January 2020 if they have public accountability and are required by legislation to comply with AAS. These entities will need to consider whether their accounting policies are still appropriate under the revised Framework. The consequential changes made to other standards via AASB 2019-1 are designed to retain the previous Framework for the Preparation and Presentation of Financial Statements for entities that do not have yet to apply the revised Framework. AASB 2020-2 Amendments to Australian Accounting Standards – Removal of Special Purpose Financial Statements for Certain For-Profit Private Sector Entities extends the application of the framework to certain other for-profit private sector entities from 1 July 2021.
AASB 2019-5 Amendments to Australian Accounting Standards – Disclosure of the Effect of New IFRS Standards Not Yet issued in Australia [AASB 1054]	The standard amends AASB 1054 by adding a new requirement for entities to disclose the potential impact of IFRSs that have not yet been issued by the AASB. This disclosure is necessary for entities that wish to state compliance with IFRS, but not required for entities reporting under tier 2 of the reduced disclosure regime. The disclosure is an extension of the requirement in AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors to explain if there are any accounting standards and interpretations which are not yet applied but are expected to have a material effect on the entity in the current period and on foreseeable future transactions. It applies where there are any international standards or interpretations (or amendments thereof) that have not yet been endorsed by the AASB at the time of the completionofthe entities’ financialstatements.	1 January 2020

The following standards and interpretations have been issued but are not yet mandatory for annual reporting periods ending on 30 June 2021. The adoption of these standards is not expected to have a material impact on the financial statements.

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Title Key requirements Effective date	Title Key requirements Effective date	Title Key requirements Effective date
AASB 2020-3 Amendments to Australian Accounting Standards – Annual Improvements 2018–2020 and Other Amendments [AASB 1, AASB 3, AASB 9, AASB 116, AASB 137 & AASB 141]	The following improvements and other amendments were made in June 2020: • AASB 9 Financial Instruments – clarifies which fees should be included in the 10% test for derecognition of financial liabilities. • AASB 16 Leases – amends the illustrative example 13 by removing the illustration of payments from the lessor relating to leasehold improvements, to remove any confusion about the treatment of lease incentives. • AASB 1 First-time Adoption of International Financial Reporting Standards – allows entities that have measured their assets and liabilities at carrying amounts recorded in their parent’s books to also measure any cumulative translation differences using the amounts reported by the parent. This amendment will also apply to associates and joint ventures that have taken the same AASB 1 exemption. • AASB 3 Business Combinations – updates the references to the Conceptual Framework for Financial Reporting and adds an exception for the recognition of liabilities and contingent liabilities within the scope of AASB 137 Provisions, Contingent Liabilities and Contingent Assets and Interpretation 21 Levies. The amendments also confirm that contingent assets should not be recognised at the acquisitiondate.	1 January 2022

46

CODA MINERALS LTD NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2021

	• AASB 116 Property, Plant and Equipment (PP&E) – prohibits an entity from deducting from the cost of an item of PP&E any proceeds received from selling items produced while the entity is preparing the asset for its intended use. It also clarifies that an entity is ‘testing whether the asset is functioning properly’ when it assesses the technical and physical performance of the asset. The financial performance of the asset is not relevant to this assessment. Entities must disclose separately the amounts of proceeds and costs relating to items produced that are not an output of the entity’s ordinary activities. • AASB 137 – clarifies that the direct costs of fulfilling a contract include both the incremental costs of fulfilling the contract and an allocation of other costs directly related to fulfilling contracts. Before recognising a separate provision for an onerous contract, the entity recognises any impairment loss that has occurred on assets used in fulfilling the contract.
AASB 2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-current [AASB 101] AASB 2020-6 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-current – Deferral of Effective Date [AASB 101]	The narrow-scope amendments to AASB 101 Presentation of Financial Statements clarify that liabilities are classified as either current or non- current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date (eg the receipt of a waver or a breach of covenant). The amendments also clarify what AASB 101 means when it refers to the ‘settlement’ of a liability. The amendments could affect the classification of liabilities, particularly for entities that previously considered management’s intentions to determine classification and for some liabilities that can be converted into equity. They must be applied retrospectively in accordance with the normal requirements in AASB 108 Accounting Policies, Changes in Accounting Estimates andErrors.	1 January 2023

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