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CRITICAL RESOURCES LIMITED — Interim / Quarterly Report 2021
Sep 8, 2021
64708_rns_2021-09-08_97dbc1d4-33db-4a19-a634-0aadbc3c92c1.pdf
Interim / Quarterly Report
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and its Controlled Entities
ABN 12 145 184 667
Half Year Financial Report
30 JUNE 2021
CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES CORPORATE INFORMATION
DIRECTORS
Mr Robert Martin Mr Jihad Malaeb Mr Michael Leu Mr Jeremy Whybrow
Non-executive Chairman Non-executive Director Non-executive Director Non-executive Director
COMPANY SECRETARY
Mr Chris Achurch
REGISTERED AND PRINCIPAL OFFICE
45 Ventnor Avenue West Perth WA 6005 Telephone (08) 9389 4499 Website www.criticalresources.com.au
POSTAL ADDRESS
PO Box 1024 West Leederville WA 6007
AUDITORS
BDO Audit (WA) Pty Ltd 38 Station Street Subiaco WA 6008
SHARE REGISTER
Computershare Investor Services Pty Limited GPO Box 2975 Melbourne, VIC 3001 Telephone 1300 850 505 (outside Australia) +61 3 9415 4000
Critical Resources Limited shares are listed on the Australian Securities Exchange (ASX)
ASX Code CRR
ACN 145184667
ABN 12 145184667
In this report, the following definitions apply:
“Board” means the Board of Directors of Critical Resources Limited
“Critical” or the “Company” means Critical Resources Limited ABN 12 145184667
“Group” means Critical Resources Limited and its controlled entities
CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES TABLE OF CONTENTS
DIRECTORS’ REPORT ................................................................................................... 2 AUDITOR’S INDEPENDENCE DECLARATION .................................................................... 15 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME .. 16 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ................................................... 17 CONSOLIDATED STATEMENT OF CASH FLOWS ............................................................... 18 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .................................................... 19 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ............................................... 20 DIRECTORS’ DECLARATION ......................................................................................... 28 INDEPENDENT AUDITOR’S REVIEW REPORT .................................................................. 29
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CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021
The directors of Critical Resources Limited, formerly Force Commodities Limited (‘Critical’ or the ‘Company’) submit the financial report of the Company and its controlled entities (the ‘Group’) for the half year ended 30 June 2021.
1. BOARD COMPOSITION
The names and details of the directors of Critical Resources Limited in office during the half year and until the date of this report are set out below. Each director was in office for this entire period unless stated otherwise.
The names and particulars of directors who are in office at the date of this report: Mr Robert Martin Non-Executive Chairman (appointed 4 February 2021) Mr Jihad Malaeb Non-Executive Director Mr Michael Leu Non-Executive Director (appointed 4 February 2021) Mr Jeremy Whybrow Non-Executive Director (appointed 1 March 2021)
The names and particulars of directors who are not in office at the date of this report but who held office during the period:
Mr Jess Oram Non-Executive Chairman (appointed 5 February 2019, resigned 4 February 2021) Mr David Sproule Non-Executive Director (appointed 24 August 2020, resigned 4 February 2021)
Company Secretary:
Mr Chris Achurch (appointed 15 April 2021)
Mr Henry Kinstlinger (appointed 9 April 2020, resigned 15 April 2021)
2. RESULTS
The result for the half year ended 30 June 2021 attributable to members of the Company was a net loss after tax of $969,449 (half year ended 30 June 2020 loss: $260,698).
3. REVIEW OF OPERATIONS
Following shareholder approval, the Company changed it’s name from Force Commodities Limited to Critical Resources Limited (ASX: CRR), effective 1 June 2021.
During the half year ending 30 June 2021, Critical concentrated its operational activity on a Board and management restructure, reducing corporate overheads, assessing the current assets of the Group and assessing new opportunities for the Company.
Exploration
A brief overview of each of the existing projects and the work conducted during the course of the half year and up to the date of this report is as follows:
HALLS PEAK PROJECT – AUSTRALIA
The Halls Peak-Gibson Project comprises granted Exploration Licenses EL 4474 and EL 7679, located in north-eastern NSW and covering an area of about 84km[2] .
The Halls Peak-Gibson Project area contains several known occurrences of base metals rich in zinc and lead with varying associated levels of copper, silver and gold. The following works have been completed over the past 6-months.
- Reinterpretation of 2012 VTEM data has yielded multiple targets which are to be tested in the upcoming drill program. None of these targets have been previously tested.
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CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021
-
Near surface drilling around the Gibsons Mine has produced some exceptional high-grade base metal intercepts. The Company is of the opinion that this mineralisation is indicative of a larger and more prospective system at depth.
-
This view is supported by large conductive zones defined by a VTEM survey comprising 1,221 line kilometres conducted in 2012. Of particular interest is the fact that large, flat lying conductive zones are bounded by faults, these features are known to be important in sedimentary exhalative deposits. Numerous conductors defined by this survey remain untested, by further geophysical methods to better define them, or by drilling.
-
A drill program has been designed to test the identified geophysical targets at Gibsons and Sunnyside and permitting has been submitted in August 2021.
-
The Company is actively ensuring appropriate resources are available for the upcoming drill program such as drilling contractors and support services, all of which are in an evaluation or tendering phase.
Figure 1: Halls Peak Project Location
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CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021
Figure 2: Historical Drilling at Gibsons Prospect
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CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021
Figure 3: Gibsons geophysical targets demonstrating three sections at 100m intervals
Section 407500mE
Section 407600mE
Section 407700mE
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Section 407700mE
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CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021
Figure 4: Sunnyside geophysical targets and planned drill holes
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Sohar Copper Project (Block 4 and 5), Oman
Following the acquisition on 4 November 2020 to acquire 100% of Savannah’s subsidiary, Savannah Resources B.V.’s interest in the Block 4 and Block 5 copper projects in Oman (the “Projects”) from Savannah Resources plc (“Savannah”) work has continued to focus on developing further targets for future exploration as well as investigate further joint venture and commercial opportunities in Oman.
Project highlights
-
The Company acquired 100% of Savannah’s subsidiary, Savannah Resources B.V., which via its subsidiaries has a 51% interest in Block 4 (granted Exploration Licence), a 65% interest in Block 5 (granted Exploration Licence and 2 Mining Lease applications) and a 70% interest in two Exploration Licence applications near Block 10 to the west of Blocks 4 and 5.
-
The Projects cover 1,006 km² of the copper-rich Ophiolite belt, proven to host clusters of relatively high grade VHMS copper deposits. Ores within these deposits are metallurgically simple and contain gold and silver credits.
-
Measured, Indicated and Inferred Mineral Resources (2012 JORC) of 0.82Mt at 3.4% Cu (including a high-grade zone of approximately 0.5Mt at 4.5% Cu) are in two deposits within Block 5. Contained metal is reported at 28,000 tonnes of Copper, 5,900 ounces of Gold and 220,000 ounces of Silver (Table 1-3).
-
On completion of the Oman Copper Project acquisition, the Company immediately commenced metallurgical diamond drilling to:
-
provide samples for further metallurgical test work
-
provide grade confirmation within the high-grade massive sulphide and lower grade disseminated sulphide zones hosted within the known VMS copper deposits of Block 5
-
The Company was advised that following its Block 4 license renewal application applied for on 22 March 2021 that renewal of the exploration license over Block 4 of which the Company holds a 51%
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CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021
interest will be subject to public tender. This reflects the Minerals Department’s latest strategy of producing new concession blocks for various mineral ores and then offering them for public tender. No official correspondence was received prior to 30 June 2021 regarding the renewal process or fees associated with it.
-
The Company has since been advised in July 2021 that renewal of the exploration license over Block 4 will now be granted and no longer subject to public tender. However, the fees that have been applied to the renewal of Block 4 are considered to be onerous and unreasonable. The Company advises that it has not yet been able to reach a mutually agreeable outcome with the Ministry of Energy and Minerals, Sultanate of Oman (Minerals Department) regarding payment of fees for the ongoing exploration of Block 4 as at September 2021. The Company has not yet received official correspondence with regards to future tenure of Block 4 and at this stage is unsure of how the situation will unfold. The Company unequivocally disputes exploration fees as calculated by the Minerals Department on the basis they are unfounded. Discussions regarding the future tenure of Block 4 are ongoing and the company will update the market in due course.
-
Focus continues to be on Block 5 exploration activities upon which the Hara Kilab project, Mahab 4 project and additional exploration targets are located. The Company again confirms the existing mining and exploration licenses in Block 5 (Critical Resources interest 65%) and two further exploration licenses near Block 10 (Critical Resources interest 70%) remain unaffected.
-
Block 5 expenditure has been achieved for the year, the annual report for activities has been submitted after which an expenditure amount will be set for the upcoming year.
-
Critical Resources geologists and external consultants have been working on prospectivity reviews for both Block 4 and Block 5 in Oman with areas being delineated for future work programs based on aerial magnetics and ground checking of areas previously unexplored.
-
A number of joint venture and commercialisation opportunities have also been evaluated over the period with the goal of continuing to improve the value proposition of the Oman assets.
This drilling completed at the end of the calendar year 2020 at Maqail South, Mahab 4 and Hara Kilab (Table 4 and 5, Figures 2 and 3);
Table 1: Mahab 4 Deposit JORC Resources
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Tonnes Cu Au Ag Cu Au Ag
Domain
t % ppm ppm tonnes Ounces Ounces
Oxide Domain
Measured
Indicated 22,000 0.2 1.4 14 40 1,000 10,000
Inferred
Total Oxide 22,000 0.2 1.4 14 40 1,000 10,000
Supergene Domain
Measured
Indicated 11,000 14.8 1.1 41 1,700 400 15,000
Inferred
Total Supergene 11,000 14.8 1.1 41 1,700 400 15,000
Massive Sulphide Domain
Measured 307,000 5.3 0.3 14 16,300 3,000 143,000
Indicated 60,000 4.6 0.3 15 2,800 600 29,000
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CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021
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Inferred
Total Massive Sulphide 367,000 5.2 0.3 15 19,100 3,600 172,000
Disseminated Domain
Measured
Indicated 64,000 0.6 0.05 2 400 100 4,000
Inferred 234,000 0.7 0.02 1 1,700 200 6,000
Total Disseminated 298,000 0.7 0.03 1 2,100 300 10,000
All Domains
Measured 307,000 5.3 0.3 14 16,300 3,000 143,000
Indicated 157,000 3.1 0.4 11 4,900 2,100 58,000
Inferred 234,000 0.7 0.2 1 1,700 200 6,000
Total Mahab 4 Deposit 698,000 3.3 0.2 9 22,900 5,300 207,000
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- Oxide reported at 0.5 ppm Au Cut-off
Table 2: Maqail South Mineral Resource Estimate 0.5% Cu Cut-off
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Tonnes Cu Au Ag Cu Au Ag
Domain
t % ppm ppm tonnes Ounces Ounces
Massive Sulphide Domain
Measured
Indicated 121,000 4.2 0.2 3 5,100 600 13,000
Inferred
Total Maqail South
Deposit 121,000 4.2 0.2 3 5,100 600 13,000
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Table 3: Total Mineral Resource Estimate 0.5% Cu Cut-off
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Tonnes Cu Au Ag Cu Au Ag
Classification pp
t % ppm tonnes Ounces Ounces
m
0.
Measured 307,000 5.3 3 14 16,300 3,000 143,000
0.
Indicated 279,000 3.6 3 8 10,000 2,700 70,000
0.
Inferred 234,000 0.7 02 1 1,700 200 6,000
0.
Total Project 820,000 3.4 2 8 28,000 5,900 219,000
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Please refer to JORC Statement
Significant copper results include:
-
Massive sulphide intersection of 20.8 metres at 4.65% Cu from 49.55 metres, including 11 metres at 6.38% Cu from 54 metres from hole 20B5DD003 at Maqail South
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Massive sulphide intersection of 13 metres at 5.60% Cu from 24 metres including 2 metres at 15.70% Cu from 25 metres downhole from hole 20B5DD001 at Mahab 4
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Disseminated copper sulphide intersections of 23 metres at 0.79% Cu from 37 metres and 46 metres at 0.99% Cu from 78 metres in hole 20B5DD001 at Mahab 4
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Massive sulphide intersection of 8.3 metres at 1.34% Cu from 18 metres in hole 20B5DD002 at Hara Kilab
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CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021
| Hole ID 20B5DD003 20B5DD001 20B5DD001R 20B5DD002 20B5DD004 20B5DD005 20B5DD006 |
Prospect | Northing WGS84_40N |
Easting **WGS84_40N ** |
RL (m AMSL) |
Dip (Deg) |
Azimuth (Deg) |
EOH (m) |
From (m) |
To (m) |
Interval (m) |
Grade (% Cu) |
Cu Sulphide (Type) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Maqail South | 2661239 | 453579 | 403 | -55 | 270 | 100 | 49.55 | 70.35 | 20.8 | 4.65 | Massive | ||
| incl | 54 | 65 | 11 | 6.38 | Massive | ||||||||
| Mahab 4 | 2656158 | 468753 | 226 | -61 | 250 | 42 | 25 | 31.8 | 6.8 | 3.44 | Massive | ||
| incl | 25 | 27 | 2 | 8.07 | Massive | ||||||||
| 35.65 | 41 | 5.35 | 3.43 | Massive | |||||||||
| Mahab 4 | 2656157 | 468757 | 226 | -60 | 250 | 132 | 24 | 37 | 13 | 5.60 | Massive | ||
| incl | 25 | 27 | 2 | 15.70 | Massive | ||||||||
| and | 35 | 37 | 2 | 9.11 | Massive | ||||||||
| 37 | 60 | 23 | 0.79 | Disseminated | |||||||||
| 78 | 124 | 46 | 0.99 | Disseminated | |||||||||
| Hara Kilab | 2659947 | 464563 | 214 | -90 | 0 | 50 | 18 | 26.3 | 8.3 | 1.34 | Massive | ||
| Hara Kilab | 2659938 | 464559 | 214 | -70 | 360 | 41.5 | Assays | Pending | |||||
| Mahab 4 | 2656101 | 468765 | 224 | -62 | 216 | 70 | Assays | Pending | |||||
| Mahab 4 | 2656101 | 468765 | 224 | -66 | 270 | 77.5 | Assays | Pending |
Table 4: Significant Copper Assay Results
Significant gold results include:
- 32 metres at 1.05 g/t Au from 5 metres in hole 20B5DD001 at Mahab 4
Table 5: Significant Gold Assay Results
| Hole ID | Prospect | Northing WGS84_40N |
Easting **WGS84_40N ** |
RL (m AMSL) |
Dip (Deg) |
Azimuth (Deg) |
EOH (m) |
From (m) |
To (m) |
Interval (m) |
Grade (g/t Au) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 20B5DD001R | Mahab 4 | 2656157 | 468757 | 226 | -60 | 250 | 132 | 5 | 37 | 32 | 1.05 | |
| incl | 16 | 25 | 9 | 2.22 | ||||||||
| 20B5DD002 | Hara Kilab | 2659947 | 464563 | 214 | -90 | 0 | 50 | No Significant Assays | ||||
| 20B5DD004 | Hara Kilab | 2659938 | 464559 | 214 | -70 | 360 | 41.5 | Assays | Pending | |||
| 20B5DD005 | Mahab 4 | 2656101 | 468765 | 224 | -62 | 216 | 70 | Assays | Pending | |||
| 20B5DD006 | Mahab 4 | 2656101 | 468765 | 224 | -66 | 270 | 77.5 | Assays | Pending |
The Company completed a 1,200 metre infill and extensional drill programme at Mahab 4, Hara Kilab and Mahab 2, with final results report in March.
In late October 2020, the Company entered into a contract with Kenex Pty Ltd to collate and interpret the geology, geophysics, geochemistry and drilling from the high-quality database acquired from Savannah Plc. This database covers both Block 4 and Block 5. The output from this work is to generate a prospectivity map that highlights potential VMS targets as either massive sulphide, disseminated sulphide or a combination of both. This work was done in 5 stages.
Stages 1 to 5 were completed during the year. The more prospective areas have now been refined, targeting the geological units known to host VMS copper deposits. During the March 2021 quarter, these areas were interpreted via 3D geological modelling (Stage 4) and prospectivity mapping (Stage 5). Prospectivity mapping defined 26 targets for follow up work. The report was not received from Kenex until after period end.
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CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021
Figure 5: Oman Tenement Location Plan
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CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021
Figure 6: Cross Section Maqail South with completed diamond drill hole 20B5DD003. Orebody in red.
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Figure 7: Cross Section Mahab 4 with completed diamond drill holes 20B5DD001 and 20B5DD001R
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CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021
TSHIMPALA PROJECT – MALAWI
During the period, no field work was completed at the Tshimpala Project.
KITOTOLO-KATAMBA PROJECT – DEMOCRATIC REPUBLIC OF CONGO
No work was completed on the project during the period.
KANUKA PROJECT – DEMOCRATIC REPUBLIC OF CONGO
No work was completed on the project during the period.
PROJECT GENERATION
The Company continues to assess additional exploration projects capable of rapid value uplift to be realised with judicious exploration activity. Through the acquisition of such projects the Company aims to add further value for shareholders.
Qualifying Statements
Competent Person Statement
The Information in this ASX Announcement that relates to Exploration Results is based on information compiled by Mr Jeremy Whybrow, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Whybrow is a full-time employee of Critical Resources Limited. Mr Whybrow has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Whybrow consents to the inclusion in this ASX Announcement of the matters based on his information in the form and context in which it appears.
The Information in this report that relates Mineral Resources is based on information compiled by Mr Paul Payne, a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Payne is a full-time employee of Payne Geological Services. Mr Payne has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Payne consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
JORC Code Compliant Reports
The information regarding the Mineral Resource is extracted from the report entitled “Force to Acquire High Grade Copper Projects in Oman” created 1 September 2020 and is available to view on www.criticalresources.com.au. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources or Ore Reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement.
Forward looking statements
Information included in this release constitutes forward-looking statements. Often, but not always, forward looking statements can generally be identified by the use of forward looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “continue”, and “guidance”, or other similar words and may include, without limitation, statements regarding plans, strategies and
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CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021
objectives of management, anticipated production or construction commencement dates and expected costs or production outputs.
Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance and achievements to differ materially from any future results, performance or achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which the company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation.
Forward looking statements are based on the Company and its management’s good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company’s business and operations in the future. The Company does not give any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the Company’s business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company’s control.
Although the Company attempts and has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward looking statements, there may be other factors that could cause actual results, performance, achievements or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the Company. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements in these materials speak only at the date of issue. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, in providing this information the company does not undertake any obligation to publicly update or revise any of the forward-looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.
4. SIGNIFICANT EVENTS AFTER THE BALANCE DATE
The following significant events have arisen since the end of the half-year which may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years:
- The Company was advised that following its Block 4 license renewal application applied for on 22 March 2021 that renewal of the exploration license over Block 4 of which the Company holds a 51% interest will be subject to public tender. This reflects the Minerals Department’s latest strategy of producing new concession blocks for various mineral ores and then offering them for public tender. No official correspondence was received prior to 30 June 2021 regarding the renewal process or fees associated with it.
The Company has since been advised in July 2021 that renewal of the exploration license over Block 4 will now be granted and no longer subject to public tender. However, the fees that have been applied to the renewal of Block 4 are considered to be onerous and unreasonable. The Company advises that it has not yet been able to reach a mutually agreeable outcome with the Ministry of Energy and Minerals, Sultanate of Oman (Minerals Department) regarding payment of fees for the ongoing exploration of Block 4 as at September 2021. The Company has not yet received official correspondence with regards to future tenure of Block 4 and at this stage is unsure of how the situation will unfold. The Company unequivocally disputes exploration fees as calculated by the Minerals Department on the basis they are unfounded.
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CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ REPORT FOR THE HALF YEAR ENDED 30 JUNE 2021
Discussions regarding the future tenure of Block 4 are ongoing and the company will update the market in due course.
- The impact of the Corona virus (COVID-19) pandemic is ongoing and while it has not had a material impact on the business up to 30 June 2021, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.
5. PROCEEDINGS ON BEHALF OF COMPANY
Other than disclosed in this report, no other person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purposes of taking responsibility on behalf of the Company for all or part of those proceedings.
Other than disclosed in this report, no other proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001 .
6. AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration under section 307C of the Corporations Act 2001 is set out on page 15 for the half year ended 30 June 2021.
This report is made in accordance with a resolution of directors.
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Mr Robert Martin Non-Executive Chairman Perth, Western Australia 8 September 2021
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Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia
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DECLARATION OF INDEPENDENCE BY GLYN O'BRIEN TO THE DIRECTORS OF CRITICAL RESOURCES LIMITED
As lead auditor for the review of Critical Resources Limited for the half-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 relation to the review; and
-
No contraventions of any applicable code of professional conduct in relation to the review.
This declaration is in respect of Critical Resources Limited and the entities it controlled during the period.
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Glyn O’Brien
Director
BDO Audit (WA) Pty Ltd
Perth, 8 September 2021
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF YEAR ENDED 30 JUNE 2021
| CONSOLIDATED STATEMENT OF PROFIT ORLOSS AND OTHER COMPREHENSIVE INCOME | |||
|---|---|---|---|
| 30 Jun 2021 | 30 Jun 2020 | ||
| Notes | $ | $ | |
| Continuing Operations | |||
| Interest income | 3 | 2,242 | 258 |
| Administrative expenses | (268,974) | (151,334) | |
| Consulting and staff costs | (351,238) | (33,000) | |
| Depreciation | (11,154) | (43,436) | |
| Share based payments | 8 | (35,193) | - |
| Finance costs | 7 | (305,132) | (33,186) |
| Loss before income tax expense | (969,449) | (260,698) | |
| Income tax expense | - | - |
|
| Loss for the period | (969,449) | (260,698) | |
| Other comprehensive income | |||
| Exchange difference on translating foreign operations |
(4,467) | 88 | |
| Total other comprehensive, income/(loss) for the period, net of tax |
(973,916) | (260,610) | |
| Net loss for the period attributable to: | |||
| Owners | (975,577) | (260,698) | |
| Non-controlling interests | 6,128 | - | |
| Net loss for the period | (969,449) | (260,698) | |
| Total comprehensive loss for the period | |||
| attributed to: | |||
| Owners | (978,346) | (260,653) | |
| Non-controlling interests | 4,430 | 43 | |
| Total comprehensive loss for the period | (973,916) | (260,610) | |
| Loss per share | |||
| Basic and diluted loss per share (cents per share) |
(0.10) | (0.05) |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
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CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2021
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION | |||
|---|---|---|---|
| 30 Jun 2021 | 31 Dec 2020 | ||
| Notes | $ | $ | |
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | 1,503,643 | 1,846,553 | |
| Trade and other receivables | 23,852 | 52,426 | |
| Prepayments | 47,526 | 14,846 | |
| Total current assets | 1,575,021 | 1,913,825 | |
| Non-current assets | |||
| Plant and equipment | 1,472 | 11,066 | |
| Exploration and evaluation assets | 4 | 1,943,943 | 1,398,797 |
| Total non-current assets | 1,945,415 | 1,409,863 | |
| Total assets | 3,520,436 | 3,323,688 | |
| LIABILITIES | |||
| Current liabilities | |||
| Trade and other payables | 5 | 1,021,625 | 949,200 |
| Financial liabilities | - | 301,562 | |
| Provisions | 16,361 | 29,435 | |
| Total current liabilities | 1,037,986 | 1,280,197 | |
| Total liabilities | 1,037,986 | 1,280,197 | |
| Net assets | 2,482,450 | 2,043,491 | |
| Equity | |||
| Issued capital | 6 | 46,626,192 | 45,277,303 |
| Reserves | 54,366 | 4,647,064 | |
| Accumulated losses | (44,674,046) | (48,372,673) | |
| 2,006,512 | 1,551,694 | ||
| Non-Controlling interest | 475,938 | 491,797 | |
| Total equity | 2,482,450 | 2,043,491 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
17
CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 30 JUNE 2021
| CONSOLIDATED STATEMENT OF CASH FLOWS | ||||
|---|---|---|---|---|
| 30 Jun 2021 | 30 Jun | 2020 | ||
| Notes | $ | $ | ||
| Cash flows from operating activities | ||||
| Interest received | 2,242 | 258 | ||
| Payments to suppliers and employees | (637,379) | (84,842) | ||
| Interest paid | (6,658) | - | ||
| GST refunds | 52,762 | - | ||
| Net cash flows used in operating activities | (589,033) | (84,584) | ||
| Cash flows from investing activities | ||||
| Payments for exploration and evaluation | (501,205) | - | ||
| Purchase of plant and equipment | (1,561) | - | ||
| Net cash flows (used in) investing activities | (502,766) | - | ||
| Cash flows from financing activities | ||||
| Proceeds from issue of shares – exercise of options | 6 | 748,889 | - | |
| Proceeds from loans | - | 383,000 | ||
| Repayment of loans | - | (250,000) | ||
| Net cash flows from financing activities | 748,889 | 133,000 | ||
| Net (decrease)/increase in cash and cash equivalents |
(342,910) | 48,416 | ||
| Cash and cash equivalents at beginning of period | 1,846,553 | 8,772 | ||
| Cash and cash equivalents at end of period | 1,503,643 | 57,188 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
18
CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEARENDED 30 JUNE 2021
| Issued Capital |
Reserves | Accumulated Losses |
Non-Controlling Interest |
Total Equity | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | ||
| Balance at 1 January 2020 |
41,020,252 | 4,561,060 | (47,565,285) | (60,521) | (2,044,494) |
| Comprehensive loss for the period |
- | - | (260,698) | - | (260,698) |
| Other comprehensive loss for the period |
- | 4,382 | - | (4,294) | 88 |
| Total comprehensive loss for the period |
- | 4,382 | (260,698) | (4,294) | (260,610) |
| Transactions with | |||||
| owners in their capacity | - | - | - | - | - |
| as owners | |||||
| Balance at 30 June 2020 |
41,020,252 | 4,565,442 | (47,825,983) | (64,815) | (2,305,104) |
| Balance at 1 January 2021 |
45,277,303 | 4,647,064 | (48,372,673) | 491,797 | 2,043,491 |
| Comprehensive loss for the period |
- | - | (975,577) | 6,128 | (969,449) |
| Other comprehensive loss for the period |
- | (2,769) | - | (1,698) | (4,467) |
| Total comprehensive loss for the period |
- | (2,769) | (975,577) | 4,430 | (973,916) |
| Transactions with | |||||
| owners in their capacity | |||||
| as owners | |||||
| Shares issued – exercise of options |
748,889 | - | - | - | 748,889 |
| Shares issued – settlement of debt |
600,000 | - | - | - | 600,000 |
| Options issued | - | 13,195 | - | - | 13,195 |
| Performance rights issued | - | 21,998 | - | - | 21,998 |
| Reserve transfer | - | (4,625,122) | 4,674,204 | (20,289) | 28,793 |
| Balance at 30 June 2021 |
46,626,192 | 54,366 | (44,674,046) | 475,938 | 2,482,450 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
19
CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 30 JUNE 2021
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
This consolidated interim financial report for the half-year reporting period ended 30 June 2021 has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporation Act 2001.
This financial report complies with Australian Accounting Standards which include International Financial Reporting Standards as adopted in Australia. Compliance with these standards ensures that the consolidated financial statements and notes as presented comply with the International Reporting Standards (IFRS) .
(b) New accounting standard and interpretations
Adoption of new and amended accounting standards
The principal accounting policies adopted are consistent with those of the previous financial year ended 31 December 2020 and corresponding interim reporting period, unless otherwise stated.
(c) Going Concern
The financial report 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.
During the half year the Group incurred a net loss of $969,449 (2020: $260,698) and incurred net cash outflows from operating activities of $589,033 (2020: $84,584). The Group had a net working capital surplus of $537,035 (31 December 2020: surplus of $633,628), trade and other payables of $1,021,625 (31 December 2020: $949,200) at reporting date.
These conditions indicate a material uncertainty that may cast a significant doubt about the Group’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
Management believe that as at the date of this report there are reasonable grounds to believe that the Group will continue as a going concern.
The Company plans to issue additional equity securities under the Corporations Act 2001, to raise further working capital. The Company has been successful in raising capital previously.
Should the entity not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts and liabilities that might be necessary should the entity not continue as a going concern.
The Group had cash reserves of $1,503,643 at 30 June 2021 and has prepared a budget taking into consideration the plans for the Company as detailed above. Management are confident that the Group has the ability to raise further capital based on the Company’s quality assets.
(d) Critical accounting estimates and judgements
The preparation of financial reports requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reporting amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparation the interim consolidated financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were consistent with those that applied to the annual consolidated financial statements as at and for the year ended 31 December 2020.
20
CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 30 JUNE 2021
2. SEGMENT INFORMATION
The consolidated entity has identified its operating segments based on geographical location, with the consolidated entity having only operated in two locations: Australia and Sultanate of Oman, during the half year.
Unallocated results, assets and liabilities represent corporate amounts that are not core to the reportable segments.
Activity by segment
Exploration Australia
The Exploration Australia segment includes the following exploration projects:
- Halls Peak Base Metals Project in New South Wales
Exploration Sultanate of Oman
The Exploration in The Sultanate of Oman segment includes the following exploration projects:
-
Block 4
-
Block 5
Exploration DRC
The Exploration DRC segment includes the following exploration projects:
-
Kitotolo Lithium Project in DRC; and
-
Kanuka Lithium Production Project in DRC
Exploration Malawi
The Exploration Malawi segment includes the following exploration projects: Rights to exclusively explore for lead, silver and zinc on Exploration Licenses EPL479, EPL483 and EPL484 and has also secured the rights to develop and mine on Mining License AML 0029.
The following table presents the revenue and results information for the half year ended 30 June 2021 and selected balance sheet information as at 30 June 2021 for the Group’s reportable segments.
| 2021 | Exploration | Sultanate | Exploration | Malawi | Corporate | Total |
|---|---|---|---|---|---|---|
| Australia | of Oman | DRC | ||||
| $ | $ | $ | $ | $ | $ | |
| Segment performance | ||||||
| Segment income | - | - | - | - | 2,242 | 2,242 |
| Segment result | (20,072) | (141,195) | - | - | (808,182) | (969,449) |
| Segment assets | ||||||
| Cash | - | 282,057 | - | - | 1,221,586 | 1,503,643 |
| Exploration and evaluation assets |
65,693 | 1,878,250 | - | - | - | 1,943,943 |
| Plant and equipment | - | - | - | - | 1,472 | 1,472 |
| Other assets | - | 20,576 | - | - | 50,802 | 71,378 |
| Total segment assets | 65,693 | 2,180,883 | - | - | 1,273,860 | 3,520,436 |
| Segment liabilities | ||||||
| Trade payables | - | 121,355 | - | 527,889 | 260,250 | 909,494 |
| Other liabilities | - | 16,362 | - | - | 112,130 | 128,492 |
| Total segment liabilities |
- | 137,717 | - | 527,889 | 372,380 | 1,037,986 |
21
CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 30 JUNE 2021
The following table presents the revenue and results information for the half year ended 30 June 2020 and selected balance sheet information as at 31 December 2020 for the Group’s reportable segments.
| 2020 | Exploration | Sultanate | Exploration | Malawi | Corporate | Total |
|---|---|---|---|---|---|---|
| Australia | of Oman | DRC | ||||
| $ | $ | $ | $ | $ | $ | |
| Segment performance | ||||||
| Segment income | - | - | - | - | 258 | 258 |
| Segment result | - | - | - | - | (260,698) | (260,698) |
| Segment assets | ||||||
| Cash | - | 198,920 | - | - | 1,647,633 | 1,846,553 |
| Exploration and evaluation assets |
- | 1,398,797 | - | - | - | 1,398,797 |
| Plant and equipment | - | - | - | - | 11,066 | 11,066 |
| Other assets | - | 17,258 | - | - | 50,014 | 67,272 |
| Total segment assets | - | 1,614,975 | - | - | 1,708,713 | 3,323,688 |
| Segment liabilities | ||||||
| Trade payables | - | 100,377 | - | 527,889 | 320,934 | 949,200 |
| Other liabilities | - | 29,435 | - | - | 301,562 | 330,997 |
| Total segment liabilities |
- | 129,812 | - | 527,889 | 622,496 | 1,280,197 |
| 30 Jun | 2021 | 30 Jun | 2020 | |
|---|---|---|---|---|
| $ | $ | |||
| 3. INTEREST AND OTHER INCOME | ||||
| Other income | ||||
| Interest income | 2,242 | 258 | ||
| Total other revenue | 2,242 | 258 | ||
| 4. EXPLORATION & EVALUATION |
$
| 4. EXPLORATION & EVALUATION | $ |
|---|---|
| Balance as at 1 January 2020 | - |
| Capitalised exploration acquisition – Oman | 1,264,026 |
| Capitalised exploration expenditure – Oman | 245,549 |
| Capitalised exploration expenditure - Kitotolo | 50,350 |
| Capitalised exploration expenditure - Kanuka | 50,350 |
| Impairment expense | (100,700) |
| Foreign exchange adjustment | (110,778) |
| Balance as at 31 December 2020 | 1,398,797 |
| Capitalised exploration expenditure – Oman | 435,512 |
| Capitalised exploration expenditure – New South Wales, Australia | 65,693 |
| Foreign exchange adjustment | 43,941 |
| Balance as at 30 June 2021 | 1,943,943 |
22
CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 30 JUNE 2021
The value of the Group’s interest in exploration expenditure is dependent upon:
-
the continuance of the consolidated entity’s rights to tenure of the areas of interest;
-
the results of future exploration;
-
the recoupment of costs through successful development and exploitation of the areas of interest, or alternatively, by their sale; and
-
no significant changes in laws and regulations that greatly impact the company’s ability to maintain tenure.
The Group’s exploration properties may be subjected to claim(s) under native title, or contain sacred sites, or sites of significance to indigenous people. As a result, exploration properties or areas within the tenements may be subject to exploration restrictions, mining restrictions and/or claims for compensation. At this time, it is not possible to quantify whether such claims exist, or the quantum of such claims.
| 5. TRADE AND OTHER PAYABLES | 30 Jun 2021 31 Dec 2020 $ $ |
|---|---|
| Trade payables Employee related payables Accruals and other payables |
909,495 804,037 4,977 22,625 107,153 122,538 |
| Total trade and other payables | 1,021,625 949,200 |
| 6. ISSUED CAPITAL | 30 Jun 2021 31 Dec 2020 $ $ |
| a) Issued and paid up capital Ordinary shares fully paid Ordinary shares fully paid b) Movement in shares on issue Balance at 1 January 2020 Share issue – capital raise 14/9/2020 Share issue – capital raise 30/10/2020 Capital raising costs Share issue – settlement of creditors 10/11/2020 Share issue – conversion of loans3 10/11/2020 Share issue – acquisition of Savannah BV – refer to note 12 10/11/2020 Share issue – convertible loan fees3 10/11/2020 |
46,626,192 45,277,303 Number of Shares Number of Shares 1,053,345,302 985,900,858 Number of Shares $ 557,654,757 41,020,252 154,500,000 1,545,000 145,500,000 1,455,000 - (180,000) 31,578,101 448,371 37,000,000 392,000 50,000,000 500,000 9,668,000 96,680 |
| Balance as at 31 December 2020 |
985,900,858 45,277,303 |
| Share issue – exercise of options 22/02/2021 Share issue – conversion of loan (refer Note 7) 2/03/2021 Share issue – exercise of options 30/06/2021 |
3,000,000 60,000 30,000,000 600,000 34,444,444 688,889 |
| Balance as at 30 June 2021 | 1,053,345,302 46,626,192 |
23
CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 30 JUNE 2021
7. RELATED PARTY TRANSACTIONS
During the financial year ended 31 December 2020, Major shareholder and Non-Executive Director, Mr Jihad Malaeb, provided a loan to the Company for $300,000. The loan was settled in shares on 2 March 2021 (refer Note 6), with interest paid in cash on settlement of $6,658. A loss of $300,000 has been recognised for the current period within Finance Costs in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
On 8 June 2021, the Company entered into a services agreement with Mr Alex Biggs, to be employed as Chief Executive Officer. The terms of the agreement are as follows:
-
No fixed term, with an initial 3-month probationary period
-
Fixed salary of $200,000 per annum, plus superannuation
-
Options and Performance Rights, please see Note 8 for further details.
During the current period, the Company awarded it’s Board of Directors and Company Secretary certain Performance Rights. Please refer to Note 8 for details.
All other related party transactions are in line with the Company’s 2020 Annual Report.
8. SHARE BASED PAYMENTS
Options
During the current period, the following Options were issued to the Company’s Chief Executive Officer, Mr Alex Biggs:
-
Tranche A: 1,300,000 options, exercisable at $0.05 each, with an expiry date of 30 June 2024. The options vest upon the Company's 30 day volume weighted average price of it's fully paid ordinary shares being equal to or above 5 cents at any time after the date of issue.
-
Tranche B: 1,300,000 options, exercisable at $0.07 each, with an expiry date of 30 June 2024. The options vest upon the Company's 30 day volume weighted average price of it's fully paid ordinary shares being equal to or above 7 cents at any time after the date of issue.
-
Tranche C: 5,000,000 options, exercisable at $0.10 each, with an expiry date of 30 June 2024. The options vest upon Mr Bigg’s completing his 3 month probationary period with the Company. Subsequent to 30 June 2021, these options have vested.
The barrier up-and-in trinomial pricing model has been used to value Tranche A and B options. The Black Scholes pricing model has been used to value Tranche C options. The following inputs were used in the valuation models:
| Tranche | Number of options |
Grant date | Grant date share price |
Exercise price |
Expiry date |
Estimated vesting date |
Volatility % |
Risk free rate % |
Fair Value |
Fair value per option |
|---|---|---|---|---|---|---|---|---|---|---|
| A | 1,300,000 | 8 Jun 2021 | $0.028 | $0.05 | 30 Jun 2024 |
30 Jun 2024 |
100 | 0.115 | $18,200 | $0.014 |
| B | 1,300,000 | 8 Jun 2021 | $0.028 | $0.07 | 30 Jun 2024 |
30 Jun 2024 |
100 | 0.115 | $15,600 | $0.012 |
| C | 5,000,000 | 8 Jun 2021 | $0.028 | $0.10 | 30 Jun 2024 |
8 Sep 2021 |
100 | 0.115 | $50,000 | $0.010 |
As at 30 June 2021, no options have vested. The fair value of the options of $83,800 will be recognised over the estimated vesting dates. An amount of $13,195 has been recognised within Share based
24
CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 30 JUNE 2021
payments expense in the Consolidated Statement of Profit or Loss and Other Comprehensive Income for the current period, in respect of these awards.
Performance Rights
During the current period, the following Performance Rights were issued to the Company’s Chief Executive Officer, Mr Alex Biggs, and the Board of Directors:
CEO Performance Rights
-
Tranche A: 2,500,000 performance rights, with an expiry date of 30 June 2024. The performance rights will vest upon the Company successfully announcing on the ASX Markets Announcements platform JORC 2012 compliant Mineral Resource with a minimum tonnage of 0.5 million tonnes and a minimum grade of 5% zinc (or 5% zinc equivalent) at the Company's Halls Peak project in NSW.
-
Tranche B: 2,500,000 performance rights, with an expiry date of 30 June 2024. The performance rights will vest upon the Company successfully announcing on the ASX Markets Announcements platform JORC 2012 compliant Mineral Resource with a minimum tonnage of 1.0 million tonnes and a minimum grade of 5% zinc (or 5% zinc equivalent) at the Company's Halls Peak project in NSW.
-
Tranche C: 5,000,000 performance rights, with an expiry date of 30 June 2024. The performance rights will vest upon the Company's 30 day volume weighted average price of it's fully paid ordinary shares being equal to or above $0.125 at any time after the date of issue.
The fair value of Tranche A and B performance rights as been calculated using the share price on the grant date, of 8 June 2021, being $0.028.
The barrier up-and-in trinomial pricing model has been used to value Tranche C performance rights. The following inputs were used in the valuation model:
| Tranche | Number of performance rights |
Grant date |
Grant date share price |
Expiry date |
Estimated vesting date |
Volatility % |
Risk free rate % |
Fair Value |
Fair value per perform -ance right |
|---|---|---|---|---|---|---|---|---|---|
| C | 5,000,000 | 8 Jun 2021 |
$0.028 | 30 Jun 2024 |
30 Jun 2024 |
100 | 0.115 | $80,000 | $0.016 |
As at 30 June 2021, no performance rights have vested. The total fair value of the performance rights of $220,000 will be recognised over the estimated vesting dates. An amount of $6,795 has been recognised within Share based payments expense in the Consolidated Statement of Profit or Loss and Other Comprehensive Income for the current period, in respect of these awards.
Director & Company Secretary Performance Rights
-
Tranche A: 10,000,000 performance rights, with an expiry date of 30 June 2026. The performance rights will vest upon the Company’s VWAP being at least $0.05 over 20 consecutive trading days on which the Company’s shares have actually traded.
-
Tranche B: 10,000,000 performance rights, with an expiry date of 30 June 2026. The performance rights will vest upon the Company’s VWAP being at least $0.075 over 20 consecutive trading days on which the Company’s shares have actually traded.
25
CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 30 JUNE 2021
Tranche C: 10,000,000 performance rights, with an expiry date of 30 June 2026. The performance rights will vest upon the Company’s VWAP being at least $0.10 over 20 consecutive trading days on which the Company’s shares have actually traded.
The barrier up-and-in trinomial pricing model has been used to value the performance rights. The following inputs were used in the valuation model:
==> picture [501 x 170] intentionally omitted <==
----- Start of picture text -----
Tranche Number of Grant Grant Expiry Estimat Volatility Risk Fair Value Fair value
performanc date date date ed % free per perform-
e rights share vesting rate ance right
price date %
A 8,000,000 27 May $0.032 27 May 27 May 100 0.665 $240,000 $0.030
2021 2026 2026
A 2,000,000 27 April $0.015 27 Apr 27 Apr 100 0.725 $26,000 $0.013
2021 2026 2026
B 8,000,000 27 May $0.032 27 May 27 May 100 0.665 $224,000 $0.028
2021 2026 2026
B 2,000,000 27 April $0.015 27 Apr 27 Apr 100 0.725 $22,000 $0.011
2021 2026 2026
C 8,000,000 27 May $0.032 27 May 27 May 100 0.665 $216,000 $0.027
2021 2026 2026
C 2,000,000 27 April $0.015 27 Apr 27 Apr 100 0.725 $22,000 $0.011
2021 2026 2026
----- End of picture text -----
As at 30 June 2021, no performance rights have vested. The total fair value of the performance rights, of $750,000, will be recognised over the estimated vesting dates. An amount of $15,203 has been recognised within Share based payments expense in the Consolidated Statement of Profit or Loss and Other Comprehensive Income for the current period, in respect of these awards.
9. EVENTS SUBSEQUENT TO REPORTING DATE
The following significant events have arisen since the end of the half-year which may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years:
- The Company was advised that following its Block 4 license renewal application applied for on 22 March 2021 that renewal of the exploration license over Block 4 of which the Company holds a 51% interest will be subject to public tender. This reflects the Minerals Department’s latest strategy of producing new concession blocks for various mineral ores and then offering them for public tender. No official correspondence was received prior to 30 June 2021 regarding the renewal process or fees associated with it.
The Company has since been advised in July 2021 that renewal of the exploration license over Block 4 will now be granted and no longer subject to public tender. However, the fees that have been applied to the renewal of Block 4 are considered to be onerous and unreasonable. The Company advises that it has not yet been able to reach a mutually agreeable outcome with the Ministry of Energy and Minerals, Sultanate of Oman (Minerals Department) regarding payment of fees for the ongoing exploration of Block 4 as at September 2021. The Company has not yet received official correspondence with regards to future tenure of Block 4 and at this stage is unsure of how the situation will unfold. The Company unequivocally disputes exploration fees as calculated by the Minerals Department on the basis they are unfounded.
Discussions regarding the future tenure of Block 4 are ongoing and the company will update the market in due course.
- The impact of the Corona virus (COVID-19) pandemic is ongoing and while it has not had a material impact on the business up to 30 June 2021, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly
26
CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 30 JUNE 2021
developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.
10. CONTINGENT ASSETS AND LIABILITIES
From time to time the Company may be party to claims from suppliers and service providers arising from operations in the ordinary course of business.
As at the date of this report there are no claims or contingent liabilities that are expected to materially impact, either individually or in aggregate the company’s financial position or results from operations.
There has been no change in contingent assets and liabilities from 31 December 2020.
11. DIVIDENDS
No dividends have been paid or provided for the period.
27
CRITICAL RESOURCES LIMITED AND CONTROLLED ENTITIES DIRECTORS’ DECLARATION FOR THE HALF YEAR ENDED 30 JUNE 2021
In the directors’ opinion:
-
(a) The attached financial statements and notes comply with the Corporations Act 2001 , Australian Accounting Standard AASB 134 'Interim Financial Reporting ', the Corporations Regulations 2001 and other mandatory professional reporting requirements.
-
(b) The attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30 June 2021 and of its performance for the financial half-year ended on that date; and
-
(c) There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable
Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001
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Mr Robert Martin Non-Executive Chairman Perth, Western Australia 8 September 2021
28
Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia
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INDEPENDENT AUDITOR’S REVIEW REPORT
To the members of Critical Resources Limited
Report on the Half-Year Financial Report
Conclusion
We have reviewed the half-year financial report of Critical Resources Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the halfyear ended on that date, a summary of significant accounting policies and other explanatory information, and the directors’ declaration.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of the Group does not comply with the Corporations Act 2001 including:
-
(i) Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the half-year ended on that date; and
-
(ii) Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
Basis for conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review 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 and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to the audit of the annual 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 the same terms if given to the directors as at the time of this auditor’s review report.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
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Material uncertainty relating to going concern
We draw attention to Note 1c in the financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. Our conclusion is not modified in respect of this matter.
Responsibility of the directors for the financial report
The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.
Auditor’s responsibility for the review of the financial report
Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 30 June 2021 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
BDO Audit (WA) Pty Ltd
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Glyn O’Brien
Director
Perth, 8 September 2021
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