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CZR RESOURCES LTD — Annual Report 2021
Sep 22, 2021
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Annual Report
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CZR RESOURCES LTD
& CONTROLLED ENTITIES ABN 91 112 866 869
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
TABLE OF CONTENTS
Corporate Directory ........................................................................................................................................... 3 Directors’ Report ................................................................................................................................................ 4 Auditor’s Independence Declaration ................................................................................................................ 45 Consolidated Statement of Profit or Loss and Other Comprehensive Income ................................................ 46 Consolidated Statement of Financial Position ................................................................................................. 47 Consolidated Statement of Cash Flows .......................................................................................................... 48 Consolidated Statement of Changes in Equity ................................................................................................ 49 Notes to the Consolidated Financial Statements ............................................................................................ 50 Directors’ Declaration ...................................................................................................................................... 78 Independent Audit Report ................................................................................................................................ 79 Corporate Governance .................................................................................................................................... 83 Additional Shareholder Information ................................................................................................................. 84 Schedule of Mineral Tenements ...................................................................................................................... 86 Details of Mineral Resources and Ore Reserves ............................................................................................ 87
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CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
CORPORATE DIRECTORY
DIRECTORS
Malcolm Carson Russell Clark Annie Guo
COMPANY SECRETARY Trevor O’Connor
PRINCIPAL OFFICE
Suite 9, Level 3 47 Havelock Street WEST PERTH WA 6005 Telephone: (08) 9468 2050
REGISTERED OFFICE
Suite 9, Level 3 47 Havelock Street WEST PERTH WA 6005 Telephone: (08) 9468 2050
Website: www.czrresources.com
AUDITORS
BDO Audit (WA) Pty Ltd 38 Station Street SUBIACO WA 6008 Telephone: (08) 6382 4600 Facsimile: (08) 6382 4601
SHARE REGISTRY
Automic Registry Services Level 2, 267 St George's Terrace Perth, Western Australia 6000 Telephone: 1300 288 664
STOCK EXCHANGE LISTING
Australian Stock Exchange 20 Bridge Street Sydney, New South Wales 2000 (Home Exchange: Perth, Western Australia) Code: CZR
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CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
DIRECTORS’ REPORT
The directors of CZR Resources Ltd present the financial report of the company and its controlled entities (referred to hereafter as the Group) for the financial year ended 30 June 2021.
In order to comply with the provisions of the Corporations Act 2001 , the directors' report as follows:
DIRECTORS
The names of directors who held office during or since the end of the year:
Malcolm Carson (appointed 10/09/21) Russell Clark (appointed 10/09/21) Annie Guo (appointed 18/02/21) David Flanagan (resigned 10/09/21) Dr Robert Ramsay (resigned 10/09/21) Simon Jackson (resigned 10/09/21) Anna Neuling (appointed 02/11/20, resigned 10/09/21) Stephen Lowe (resigned 02/11/20) Wayne Bramwell (appointed 02/11/20, resigned 18/02/21) Adam Sierakowski (resigned 02/11/20)
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
COMPANY SECRETARY
The following persons have held the position of company secretary during or at the end of the financial year:
Trevor O’Connor (appointed 25/06/21) Stephen Hewitt-Dutton (resigned 25/06/21)
PRINCIPAL ACTIVITIES
The principal activity of the Group during the financial year was mineral exploration.
There were no significant changes in the nature of the Group’s principal activities during the financial year.
OPERATING RESULTS
The loss of the Group after providing for income tax amounted to $3,980,087 (2020: $3,683,141).
DIVIDENDS PAID OR RECOMMENDED
The directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a dividend to the date of this report.
REVIEW OF OPERATIONS
Introduction
CZR Resources Ltd (CZR) has exploration focussed primarily on iron-ore and gold but also investigates any other opportunities for commodities with the potential to generate a profitable mining operation. CZR holds an 85% interest in the Yarraloola and Buddadoo Projects, and a 70% interest in the Shepherd's Well, Croydon and Yarrie Projects.
Each project is located in proximity to transport infrastructure (Figure 1). Details of the projects and an overview of results from the 2020-2021 financial year are presented in the following sections.
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
DIRECTORS’ REPORT (Continued)
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Figure 1 . Location of the CZR Resources Ltd tenements in Western Australia.
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DIRECTORS’ REPORT (Continued)
Yarraloola Iron-Ore Project
The Yarraloola project (E08/1060, E08/1686, E08/1826, E08/3180, EA08/3399, MA08/519, MA08/533) covers an area of 353 square kilometres and is located 100 kilometres southwest of Karratha with bitumen highway access (Figure 2). CZR has defined to JORC 2012 standard, deposits of direct-shipping iron-ore at Robe Mesa, Robe East and P529. The Company is also exploring magnetite mineralisation at the Ashburton prospect that will require down-stream processing before shipping.
The Robe deposits on the CZR tenure are located along the historical trace of the Robe River in a mineralised system that is mined on adjacent tenure held by RioTinto Ltd at about 34 million tonnes per annum and exported from ports near Karratha. There is also a suite of undeveloped deposits with a similar geological setting and style of mineralisation extending from Cochrane to Catho Well to the south of the Robe.
In contrast to the well characterised and marketable style of mineralisation in the Robe, the Ashburton magnetite prospect represents a style of volcanic-hosted mineralisation in the West Pilbara that has a similar geological setting to the Fortescue Metals Group’s (FMG) Iron Bridge Project.
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Figure 2. Location of the Robe Mesa deposits and Ashburton magnetite prospect on the Yarraloola tenements in the West Pilbara with potential haulage routes and shipping locations.
Robe Mesa Iron Ore Deposits – Review and Prefeasibility Studies
In response to the increased demand and pricing for direct-shipping iron-ore during 2020, CZR initiated a strategic review on its Robe Mesa channel iron deposits (CID) at Yarraloola (Figure 3).
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DIRECTORS’ REPORT (Continued)
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Figure 3. Location of the Robe Mesa deposits with the proposed locations of the camp-site, plant and haul-road from the prefeasibility study on the Yarraloola tenements.
The Robe Mesa and Robe East deposits contain 89.1Mt @ 53.7% Fe (calcining to 60.1% Fe) of Indicated and Inferred ore-resources above a 50% Fe cut-off that are compliant with JORC 2012 in two sub-horizontal sheets of mineralisation (Figure 4; Tables 1 to 4; CZR Announcements to ASX 8 February 2016, 26 April 2017). The combined ore-resource also includes a higher grade surface interval on the Robe Mesa which reports an Indicated and Inferred ore-resource compliant to JORC 2012 of 24.7Mt @ 56% Fe (calcining to 62.7% Fe) .
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DIRECTORS’ REPORT (Continued)
The strategic review determined that mining the higher grade (+55% Fe) component of the JORC 2012 resource at a rate of about 1.5-2.0 million tonnes per annum mined generated a schedule for mining that extended beyond five years. The strategic review also concluded that hauling the Robe Mesa iron-ore to the existing public owned port facilities in Port Hedland was practically possible.
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Figure 4. A representative cross-section on 7593950N across the Robe Mesa and Robe East deposits.
| Figure 4.A representative cross-section on 759395 | Figure 4.A representative cross-section on 759395 | Figure 4.A representative cross-section on 759395 | Figure 4.A representative cross-section on 759395 | 0N across the Robe Mesa and Ro | 0N across the Robe Mesa and Ro | 0N across the Robe Mesa and Ro | be East deposits. | be East deposits. | be East deposits. |
|---|---|---|---|---|---|---|---|---|---|
| Table 1Robe Mesa JORC 2012 mineral resour | ce estimate reported above a | 50% Fe cut-off grade (CZR ASX | |||||||
| Announcement to t | he ASX8February2016). | ||||||||
| Category | Tonnes | Fe | SiO2 | Al2O3 | TiO2 | LOI | P | S | Feca |
| Mt | % | % | % | % | % | % | % | % | |
| Indicated | 65.7 | 53.8 | 8.27 | 3.43 | 0.14 | 10.63 | 0.041 | 0.018 | 60.2 |
| Inferred | 18.8 | 53.8 | 8.22 | 3.42 | 0.14 | 10.71 | 0.046 | 0.017 | 60.3 |
| Total | 84.5 | 53.8 | 8.26 | 3.43 | 0.14 | 10.64 | 0.042 | 0.018 | 60.2 |
Table 2 Robe East JORC 2012 mineral resource estimate reported above a 50% Fe cut-off grade (CZR ASX Announcement to the ASX 26 April 2017).
| Category | Tonnes | Fe | SiO2 | Al2O3 | TiO2 | LOI | P | S | Feca |
|---|---|---|---|---|---|---|---|---|---|
| Mt | % | % | % | % | % | % | % | % | |
| Inferred | 4.6 | 51.8 | 9.7 | 3.8 | 0.20 | 10.9 | 0.1 | 0.02 | 58.2 |
| Total | 4.6 | 51.8 | 9.9 | 3.8 | 0.20 | 10.9 | 0.1 | 0.02 | 58.3 |
Table 3 Combined Robe Mesa and Robe East JORC 2012 mineral resource reported above a 50% Fe cut-off grade (CZR Announcement to ASX 26 April 2017).
| Category | Tonnes | Fe | SiO2 | Al2O3 | TiO2 | LOI | P | S | Feca |
|---|---|---|---|---|---|---|---|---|---|
| Mt | % | % | % | % | % | % | % | % | |
| Indicated | 65.7 | 53.8 | 8.3 | 3.43 | 0.14 | 10.63 | 0.04 | 0.02 | 60.2 |
| Inferred | 23.4 | 53.4 | 8.5 | 3.49 | 0.15 | 10.75 | 0.06 | 0.02 | 59.9 |
| Total | 89.1 | 53.7 | 8.3 | 3.45 | 0.14 | 10.66 | 0.05 | 0.02 | 60.1 |
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DIRECTORS’ REPORT (Continued)
Table 4 Robe Mesa JORC 2012 mineral resource estimate reported above a 55% Fe cut-off grade (CZR release to ASX;
| Table 4Robe Me | sa JORC 2012 mineral reso | sa JORC 2012 mineral reso | urce estim | ate reported above a 55% Fe cut-off gr | ate reported above a 55% Fe cut-off gr | ate reported above a 55% Fe cut-off gr | ate reported above a 55% Fe cut-off gr | ade (CZR release to ASX; | ade (CZR release to ASX; | ade (CZR release to ASX; |
|---|---|---|---|---|---|---|---|---|---|---|
| 8February2016) | and within the +50%Fe ore | -resource | and is inclusive of the +55%Fe ore-res | erve estimate in Table 5. | ||||||
| Category | Tonnes | Fe | SiO2 | Al2O3 | TiO2 | LOI | P | S | Feca | |
| Mt | % | % | % | % | % | % | % | % | ||
| Indicated | 19.5 | 56.0 | 5.95 | 2.72 | 0.10 | 10.71 | 0.043 | 0.017 | 62.7 | |
| Inferred | 5.2 | 56.0 | 5.79 | 2.76 | 0.10 | 10.71 | 0.047 | 0.016 | 62.7 | |
| Total | 24.7 | 56.0 | 5.92 | 2.73 | 0.10 | 10.71 | 0.044 | 0.016 | 62.7 |
Feca is the calcined iron-content calculated as (Fe%/(100-LOI%))*100 and represents the amount iron after the volatiles (mainly held as weakly bound water in the structure of the hydrous iron-rich minerals) is excluded from the analysis.
The strategic review proposed that a prefeasibility study (PFS) should be undertaken to assess the viability of a direct shipping ore (DSO) mining operation from the higher grade 24.7 million tonnes of surface interval on the Robe Mesa at a rate of 1.5 to 2.5 million tonnes per annum, with initial trucking of ore approximately 400 kilometres to Port Hedland (CZR Announcement to ASX 8 September 2020).
The key components of the PFS study included:
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Operating costs and capital costs (Port Hedland export basis).
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Mine Planning – including mine layout, mine design, production rate, mine schedule with a target of defining a maiden ore-reserve.
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Logistics – haulage and port.
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Ore characterisation and market price analysis.
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Approvals – including heritage, flora and fauna.
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Development path and timeline.
During the early stage of the study, the strong outlook for the Robe Mesa was confirmed by the Company’s discussions with leading Asian steel mills and trading houses regarding the acceptability of the product and likely pricing points based on an indicative ore-specification (CZR release to ASX: 21 October 2020).
The PFS on the Robe Mesa deposit concluded that it is technically robust and is likely to generate strong financial return based on an annual production rate of two million tonnes of DSO from a maiden JORC 2012 Probable Ore Reserve of 8.2Mt at 56 % Fe ( Table 5 ; Figure 5 ; CZR release to ASX; 10 December 2020).
Table 5 . Robe Mesa JORC 2012 ore-reserve reported above a cut-off grade of 55% Fe (CZR Announcement to ASX 10 - December 2020) with the proposed pit outlines to recover the ore reserve shown on Figure 5.
| Category | Mt | Fe% | **Al2O3% ** | P% | **SiO2% ** | S% | LOI% |
| Probable | 8.2 | 56.0 | 2.7 | 0.039 | 5.9 | 0.020 | 10.9 |
| **Total ** | 8.2 | 56.0 | 2.7 | 0.039 | 5.9 | 0.020 | 10.9 |
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DIRECTORS’ REPORT (Continued)
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Figure 5. Outlines of the PFS proposed pits on the Robe Mesa.
The PFS estimated an average C1 operating cost of A$64.78 per dry metric tonne over the +5 year life of the project. This underpins a payback period of just 19 months using an assumed benchmark iron price of US$90/dmt and an assumed Australian dollar exchange rate of US70c ( Tables 6 and 7 ).
Highlights from the Robe Mesa PFS include:
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A saleable product specification that is well established in the market (Rio Tinto Robe Fines, FMG SSF). This style of product comprises approximately 10% of the present Australian export volume for iron ore.
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Robe Mesa is close to existing infrastructure and major regional hubs, and therefore well supported for access and the logistics of running an operation (Figure 2).
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Whilst the PFS assumes Utah Point in Port Hedland for exports. Closer port options (within 100km of Robe Mesa, Figure 2) along the coast between Onslow and Dampier potentially provide significant opportunity to reduce the haulage distance to port.
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The terrain is favourable providing straightforward access to the Mesa for mining and construction.
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A simple, low strip ratio mining operation, using a single excavator and four dump trucks for the primary mining fleet, operating day shift only.
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All mining is above the water table.
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DIRECTORS’ REPORT (Continued)
Table 6. Robe Mesa PFS Production Metrics
| Table 6.Robe Mesa PFS Production Metrics | ||
|---|---|---|
| Production rate (dry tonnes) | Mtpa | 2.0 |
| Life of Mine Strip Ratio (including pre-production) | waste:ore | 0.57 |
| Total Pit Inventory (dry ore tonnes) | Mt | 9.21 |
| Mine Life | Months | 66 |
| C1CashCost (nominal –beforeinflation) | A$/dmt | 64.78 |
1Total pit inventory comprised of Probable Ore Reserve (8.2Mt) and Inferred Mineral Resource (1.0Mt)
Table 7. Robe Mesa PFS Economics
| Table 7.Robe Mesa PFS Economics | ||
|---|---|---|
| Life of Mine Revenue1 | A$M | 956.4 |
| Project Cashflow (at 62% Fe Index Price of US$90/dmt)1,2 | A$M | 96.4 |
| C1 Cash Cost (nominal-no inflation) | A$/dmt | 64.78 |
| Payback Period (post construction)2 | Months | 19 |
| Pre-production Capital costs (includes contingency & capitalised pre-production opex) |
A$M | 51.1 |
| Capital Contingency & Pre-commissioning/ramp up capitalised mining and crush & screen opex |
A$M | 16.0 |
| Life of Mine Capital costs (Pre-production capital + sustaining capital + mine closure capital) |
A$M | 60.1 |
1PFS cashflow modelling has used a flat 62% Fe Index Price of US$90/dmt (in addition to other revenue modifying factors assumed for the product) and a constant exchange rate of 0.70 for converting A$ to US$.
2Cashflow modelling and Project Payback period uses operating cost estimates inflated 1.25% annually over the life of the project.
In Iight of the strong PFS results, CZR determined that it would undertake a Definitive Feasibility Study (DFS) and commence the work required for mining approval.
The PFS also highlighted the main areas that could improve the financial returns from the mining operation including:
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Increasing the ore-resources and ore-reserves.
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Increasing the production rate from 2Mt to 3Mt/annum to improve the equipment utilisation.
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Reducing the capital cost by optimising the haul road/highway access location.
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Reducing the haulage distance and cost by identifying a new port location.
In the later stages of preparing the PFS study, CZR was approached by the operators of the Onslow Marine Support Base (OMSB) at Onslow. This is a privately owned multi-user port that is less than 200 kilometres by road from the Robe Mesa (Figure 2). The OMSB Facility has hard-stand areas in excess of 250,000m[2] ready for use, an inner and outer harbour, wharf with heavy lift facilities and channel to deeper water ( Figure 6 ). It supports on-shore to off-shore activities for the petroleum industries in the Carnarvon Basin and the operators has advised its intent to expand into the handling and trans-shipment of bulk commodities.
CZR signed a non-binding MOU with OMSB to allow the company to investigate the potential logistical and financial benefits of utilising the port that is 60% closer to the Robe Mesa deposit than Pt Hedland (CZR release to ASX: 31 December 2020).
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DIRECTORS’ REPORT (Continued)
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Figure 6 Vertical aerial photograph of the OMSB Facility at Onslow with a vessel dock-side.
Update on Robe Mesa project activities
Since the release of the PFS (CZR Announcement to the ASX 10 December 2020), CZR has been advancing a range of activities designed to de-risk project development. A $5 million budget has been approved to undertake a DFS for the Robe Mesa (CZR Announcement to ASX 29 June 2021). The significant milestones required to bring the project into production and potentially improve the project economics that were undertaken during the period include:
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Pegging and lodgement of mining lease application M08/533 to cover the proposed mining area on the Robe Mesa iron-ore deposit (CZR Announcement to the ASX 7 April 2021).
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A desktop study to determine any hydrological impacts on the proposed mine and associated infrastructure layouts.
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A desktop review to identify targets for groundwater to support haul-road development, camp, plantsite and future dust-suppression requirements.
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Field collections for the base-line environmental surveys of flora and fauna that will be required for the future approval for mining (CZR Announcement to the ASX 11 March 2021).
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Acquisition and interpretation of topographic and heritage data to outline the potential location of a 35 kilometre haul-road between the proposed mine-site and the North-west coastal highway.
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An introductory meeting in Karratha with the Robe River Kuruma Native Title representative body to discuss a framework for approval of the mining operation and the compensation agreement which will be required for grant of the mining lease.
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DIRECTORS’ REPORT (Continued)
- A site visit and discussions with the operators of the Onslow Marine Support Base in relation to the environmental constraints, materials handling engineering, timing of the approvals process and commercial parameters relevant to the development of Beadon Creek facility into a bulk-handling transhipping operation.
As the detailed technical data and updated operational and capital-costs flow into the project database, the financial model from the pre-feasibility study will be updated. The studies will also be used in the mining approvals process.
Ashburton magnetite prospect - Exploration
The volcanic-hosted magnetite mineralisation from the Ashburton prospect at Yarraloola reports mass recoveries of magnetite from Davis tube on RC chips and diamond-core up to 42%, at a P80-grainsize of 22 microns with Fe greater than 67% and SiO2 less than 5% (CZR Announcements to the ASX 28 April 2016, 3 August 2016, 1 June 2017).
In late 2020, CZR sampled magnetic intervals from 10 stored RC holes and generated a total of 252 predominantly 5 m interval samples (Figure 7; CZR Announcement to the ASX 10 October 2019). The maximum downhole intercepts were from holes in Spinifex Hill with YAR223 containing 121 m @ 26.4% Fe between 64 and 121 m and YAR 227 intersecting 137 m @ 28.3% Fe between 44 and 181 m (CZR Announcement to the ASX 1 June 2017).
The compilation of all available samples from surface to the maximum depth of drilling delivers an un-optimised overall 24% mass yield of magnetite with a composition of Fe @ 65% and SiO2 @ 7.48% but very low concentrations of Al2O3 @ 0.39%, P @ 0.02%, S @ 0.1%, TiO2 @ 0.05%. However, a more commercially significant review of results is underway with a separation of weathered samples from fresh rock and a comparison with steel-making feed-stock materials.
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DIRECTORS’ REPORT (Continued)
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Figure 7 . Location of 2016 RC drill-collars in the Ashburton Project that were sampled for the recovery and analysis of magnetite by Davis Tube, overlain on the mapped geology and the location of the proposed road and rail infrastructure solutions for the area.
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DIRECTORS’ REPORT (Continued)
Croydon Gold Project
CZR holds a 70% interest in the 320 square kilometres Croydon project (E47/2150) that is located in the Mallina Basin region between Karratha and Port Hedland. In the period since the Hemi gold discovery was announced, the area has been re-assessed as a region with the potential to deliver large-scale gold deposits ( Figure 8 ; DEG Announcements to ASX 6 February 2020 and subsequent announcements).
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Figure 8. Location of the CZR prospects on the Croydon Project, gold deposits and the emerging Hemi gold discovery along the south-easterly trend of the regional shear-zone.
Croydon covers approximately 40 kilometres of the key regional structures about 50 kilometres south-west of Hemi with the geology underlying the eastern portion of the tenement dominated by a granite-greenstone terrain and the western portion characterised by sedimentary rocks of the Mallina Basin ( Figure 9 ). CZR is focussed on the discovery of lode-style and intrusion-related gold deposits which are the major source of production in Western Australia. The project has a database of historical exploration results and this has been increased by the acquisition of high-resolution magnetic and radiometric coverage, re-assay of selected auger pulps to verify and increase geochemical coverage, extended soil sampling to cover more prospective target areas and RC and diamond drilling results (CZR Announcements to the ASX 10 October 2018 and 6 December 2018; 1 April 2019).
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DIRECTORS’ REPORT (Continued)
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Figure 9. Location of the RC-drilled Top Camp, Franks Patch and Bottom Camp prospects on a summary of the Geological Survey of Western Australia published 500K-scale regional geological framework of the Croydon Project (E47/2150).
The maiden Top Camp RC drill campaign in late 2019 reported 1m samples at greater than 0.5 g/t Au from 9 of the 13 holes drilled to 200 metres on 300 metre spaced sections with the best downhole intercept of 8 metres at 10.2g/t Au in CRC007 from 135 metres. This was supported by broad zones of alteration and mineralisation that included 19 metres at 0.69 g/t Au in CRC013 from 51 metres , and 7 metres at 1.4g/t Au from 58 metres in CRC009 , ( Figure 10 ; CZR Announcement to ASX 6 February 2020).
CZR has followed up the maiden programme at Top Camp with an additional 12 RC holes for 2400 metres and 3 diamond holes for 600 metres that all reported intercepts with at least one metre sample reporting Au greater than 0.5 g/t within samples above a cut-off grade of Au at 0.3 g/t ( Figure 10 ; CZR Announcements to ASX 2 September 2020, 6 October 2020). Higher grade and broader downhole intercepts were reported from the following.
CRC018 with 1 metre at 9.44g/t Au from 66 metres .
CRC021 with 2 metres at 22g/t Au from 7 metres that included 1 metre at 42.2g/t Au from 7 metres . CRC022 with 1 metre at 8.47 g/t Au from 54 metres, and 28 metres at 0.59g/t Au from 147 metres that included 9 metres at 0.95g/t Au from 148 metres .
CRC036 with 2 metres at 6.08g/t Au from 74 metres that included 1 metre at 10.1g/t Au from 74 metres .
CRC032 with 5 metres at 3.21 g/t Au from 132 metres .
CRC022 with 28 metres @ 0.59 g/t from 147 metres .
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DIRECTORS’ REPORT (Continued)
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Figure 10 . Location and down-hole traces of the diamond and RC drill-holes at Top Camp from 2019 and 2020 with significant intercepts (cut-off >0.3g/t and including 1m>0.5g/t Au) in each drill-hole reported as metres at grams/tonne Au. Results in a white background (CZR Announcements to ASX 6 February 2020 and 2 September 2020) and results in a yellow background (CZR Announcements to ASX 6 October 2020) .
Drilling has yet to define the limits of the mineralised system at Top Camp and exploration along the structures from Top Camp is identifying favourable alteration with extensive evidence of historical workings at Franks Patch, Middle Valley and Bottom Camp. These prospects are being ranked for prospectivity and future drilling.
In addition to the drilling, mapping and the collection of a further 3,837 gridded soil-samples have provided greater coverage of the prospective structures extending from Top Camp and three independently generated targets on the eastern block of the Croydon tenement.
In early 2021, CZR received results from the maiden RC drilling of Franks Patch and Bottom Camp and a further 3,837 surface samples from areas identified as being prospective (CZR Announcement to the ASX 31 March 2021).
The two 200m deep RC holes at Franks Patch and the three 200m deep holes at Bottom Camp all generated significant downhole intercepts with at least a one-metre sample greater than 0.5g/t Au within an interval of samples above a cut-off of 0.3g/t Au (CZR Announcement to the ASX 31 March 2021). Of the holes, CRC024 at Franks Patch reported an interval from near surface to 138 metres downhole within the altered and sulphidic rocks. Within the alteration zone, the hole reported 42 metres at 0.18 g/t Au from 7 to 49 metres downhole. At Bottom Camp, the most significant intercept from CRC027 reported 5 metres at 1.50g/t Au downhole from 114 to 119 metres and included 1 metre at 3.90g/t Au from 116 to 117 metres.
The additional 2,900 samples on the western block of E47/2150 continue to show areas that require follow-up work (CZR Announcement to the ASX 31 March 2021) and these are summarised as follows:
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A 2.5 kilometres long and 500m wide corridor of gold anomalism extends north-east extending between Franks Patch to Middle Valley (Figure 11).
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A southerly step-out soil line some 1.5 kilometres south-west of the drilled Top Camp prospect has returned a sample reporting 1.5g/t Au (Figure 11).
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DIRECTORS’ REPORT (Continued)
- A quartz-vein with shallow workings at Middle Valley has rock-chip samples that report gold to 3.1g/t (Figure 12).
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Figure 11. Distribution of gold by fire-assay in soils from the western block of the Croydon tenement (E47/2150) highlighting samples with anomalous results.
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DIRECTORS’ REPORT (Continued)
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Figure 12. Rock-chip, gridded soil sample locations and reported gold from the mapped trace of the quartz vein in Middle Valley.
On the eastern block, an additional 923 soil samples independently generated targets from the airborne magnetic data. Gold anomalism has been detected in some areas and these have been prioritized for followup work (Figure 13; CZR Announcement to the ASX 31 March 2021).
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DIRECTORS’ REPORT (Continued)
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Figure 13. Compilation of the CZR soil samples and the distribution of gold from the eastern block of E47/2150
Late in the reporting period, CZR continued to progress a heritage access agreement for the tenement so that the next round of drilling can be undertaken.
Shepherds Well Project
Shepherd’s Well (E08/2361), with an area of 77 square kilometres, is located 60 kilometres south-west of Karratha and covers 15 kilometres of a regional shear-zone with a similar geological history to the Croydon gold project ( Figure 14 ). CZR has completed programmes of surface sampling and mapping along sections of the shear-zone identifying an advanced nickel prospect at Dorper, a base-metals prospect (lead-zinc-silver) at Suffolk and an emerging rare-earth prospect at Awassi (CZR Announcements to ASX 21 March 2017, 13 September 2016, 11 October 2017, 25 November 2019, 25 November 2019). In late 2020, the Suffolk and Awassi prospects were followed up with an additional 357 soil and 17 rock-chip samples.
The geochemical results from the sampling more comprehensively identified the peak areas with lead, zinc and copper anomalism over the Suffolk prospect, while at Awassi the variation in the rare-earth distribution indicated that further mapping and sampling will be required prior to drilling.
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DIRECTORS’ REPORT (Continued)
==> picture [358 x 358] intentionally omitted <==
Figure 14 Location of the Awassi, Dorper and Suffolk prospects on the Shepherds Well Project overlain on the Geological Survey of Western Australia 500k scale mapping of the Pilbara.
Yarrie Iron-Ore Project
The Yarrie Project consists of six granted exploration licences (E45/3725, E45/3728, E45/4065, E45/4433, E45/4604, and E45/4605) that cover a total of 360 square kilometres, about 160 kilometres east of Port Hedland. Yarrie is serviced by bitumen and gravel roads and a natural gas pipeline between Pt Hedland and the Telfer copper-gold mine. The BHP-owned rail connection between the Yarrie mining area and Port Hedland also services this area.
The Y10N and Cabbage tree prospects on the CZR tenure are two prospects that report historical drillintercepts with high-grade (+62% Fe) iron-ore that require follow-up and there are under-explored areas with the potential to preserve altered outliers of the lower zone of the Nimingarra Iron Formation that are also targets for further work ( Figure 15 ).
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DIRECTORS’ REPORT (Continued)
==> picture [453 x 452] intentionally omitted <==
Figure 15 : Regional setting of the Yarrie Project and the Yarrie-Goldsworthy iron-ore deposits overlain onto the magnetic intensity with the most intense responses attributed to the Nimingarra Iron Formation .
Following a review of the project in early 2021 the Cabbage Tree prospect, which includes historical intercepts of up to 19 metres at 63% Fe from 67 metres downhole (CZR Announcement to ASX 6 August 2014, Figure 16), was selected as a priority for drilling. Fieldwork has also provided an opportunity to map and review the setting of the mineralisation at Y10N and sample prospective areas on parts of E45/3725 and E45/3728 with a focus on identifying new targets with the potential for follow-up drilling.
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DIRECTORS’ REPORT (Continued)
==> picture [452 x 317] intentionally omitted <==
Figure 16 Interpreted cross-section for the Cabbage Tree prospect at Yarrie.
Buddadoo Gold Project
The Buddadoo Project (E59/1350 and E59/2349), with a surface area of 303 square kilometres, covers part of the Gullewa Greenstone Belt, about 200 kilometres east of Geraldton Port and 60 kilometres from a rail siding at Morawa and is accessible by bitumen-road. The Gullewa Greenstone belt is located in the Youanmi terrain of the Yilgarn and this region hosts large gold deposits near Mt Magnet, Cue and Meekatharra. The Deflector Gold Mine, owned by Silver Lake Resources, is approximately 5 kilometres from the western boundary of the tenement (Figure 17).
Buddadoo has significant potential for gold mineralisation as the tenement covers approximately 25 kilometres of the regional-scale Salt Creek shear zone which is under-explored using modern technology. The tenement also contains a 6 kilometre long and 300 metre wide gabbro with bands of coarse-grained, massive and disseminated, vanadiferous titanomagnetite (CZR Announcements to ASX 29 July 2013, 17 October 2017 and 21 November 2018). At a P80 grind-size of -45 microns the magnetite concentrate is a potential direct smelting feedstock for steel making (CZR Announcements to ASX 28 February 2018, 21 March 2018, 5 April 2018 and 7 February 2019).
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DIRECTORS’ REPORT (Continued)
==> picture [453 x 452] intentionally omitted <==
Figure 17 . Major exploration prospects on the Buddadoo Project (E59/1350 and EA59/2349) overlain the Geological Survey of Western Australia 1:500,000 scale regional geology.
In the latter part of 2020, CZR completed a programme of surface exploration that was focussed on five independently generated targets for gold mineralisation within the Gullewa greenstone belt. During a programme of mapping, the field teams collected an additional 1,688 soil and 176 rock-chip samples from the key prospect areas. All the samples were submitted to Bureau Veritas for gold by fire assay, major-oxides by XRF on a fused disk and trace-elements by laser ablation ICPMS on fused disk.
In early 2021, CZR received the assays for the samples and these generated coherent gold and pathfinderelement anomalies for lode-style gold deposits (eg Figures 18 and 19; CZR Announcement to the ASX 31 March 2021) and up to 5000 metres of shallow bedrock RC drilling was committed for an initial programme of follow-up (CZR Announcement to the ASX 24 May 2021).
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ANNUAL REPORT 2021
DIRECTORS’ REPORT (Continued)
==> picture [452 x 311] intentionally omitted <==
Figure 18. Distribution of arsenic in soils and rock-chips from the Edamurta area of the Buddadoo project overlain on the satellite imagery.
==> picture [452 x 311] intentionally omitted <==
Figure 19. Distribution of copper in soils and rock-chips from the Edamurta area of the Buddadoo project overlain on the satellite imagery.
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ANNUAL REPORT 2021
DIRECTORS’ REPORT (Continued)
In late May 2021, a total of 24 RC holes for 2,298 metres were completed before successive rainfall events suspend activities (CZR Announcement to the ASX 15 June 2021). The drilling generated three, 300 metre spaced sections of inclined (-60°) RC holes that extended to depths of between 72 and 99 metres. Each hole typically collared in transported cover and regolith but intersected a mixed sequence of mafic and felsic rocks that are typical of greenstone belt geology in the Yilgarn (Figure 20).
==> picture [452 x 456] intentionally omitted <==
Figure 20 Drill-hole and outcrop geology over drill prospect 1 at Buddadoo
The drill-holes also intersected intervals of sheared rocks that contain a variety of alteration types which are not evident as outcrop and are typical of alteration systems that can be gold-bearing. The first completed section on 6839000N outlines a zone of high interest where trace to moderate amounts of sulphide are reported in the drill-chips over an interval of about 200 metres wide between BUDRC040 and BUDRC043 (Figure 21).
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ANNUAL REPORT 2021
DIRECTORS’ REPORT (Continued)
==> picture [452 x 243] intentionally omitted <==
Figure 21 . Interpreted geology for section 6839000N on drill prospect 1 at Buddadoo
Following an initial round of 4 metre composite sampling and assaying for gold only from all the RC holes, intervals with anomalous gold (+20ppb) have been resampled on 1 metre intervals and submitted to Bureau Veritas laboratories in Perth for full-suite trace-element analysis and gold by fire-assay.
The drilling programme has also been rescheduled to recommence in the later part of 2021 when the RC rig completes the infill drilling on the Robe Mesa iron-ore deposit.
Forward Looking Statements
This report contains “forward-looking information” that is based on CZR’s expectations, estimates and projections as of the date on which the statements were made. This forward-looking information includes, among other things, statements with respect to the pre-feasibility study, CZR’s business strategy, plan, development, objectives, performance, outlook, growth, cashflow, projections, targets and expectations, mineral resources, ore reserves, results of exploration and related expenses. Generally, this forward looking information can be identified by the use of forward-looking terminology such as ‘outlook’, ‘anticipate’, ‘project’, ‘target’, ‘likely’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘would’, ‘could’, ‘should’, ‘scheduled’, ‘will’, ‘plan’, ‘forecast’, ‘evolve’ and similar expressions. Persons reading this report are cautioned that such statements are only predictions, and that CZR’s actual future results or performance may be materially different. Forwardlooking information is subject to known and unknown risks, uncertainties and other factors that may cause CZR’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information.
Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices and demand of iron and other metals; possible variations of ore grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accident, labour disputes and other risks of the mining industry; and delays in obtaining governmental approvals or financing or in the completion of development or construction activities. This list and the further risk factors detailed in the remainder of this report are not exhaustive of the factors that may affect or impact forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. CZR disclaims any intent or obligations to revise any forward-looking statements whether as a result of new information, estimates, or options, future events or results or otherwise, unless required to do so by law.
Statements regarding plans with respect to CZR’s mineral properties may contain forward-looking statements in relation to future matters that can only be made where CZR has a reasonable basis for making those statements. Competent Person Statements regarding plans with respect to CZR’s mineral properties are forward looking statements. There can be no assurance that CZR’s plans for development of its mineral properties will proceed as expected. There can be no assurance that CZR will be able to confirm the presence of mineral deposits, that any mineralisation will prove to be economic or that a mine will successfully be developed on any of CZR’s mineral properties.
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DIRECTORS’ REPORT (Continued)
CZR believes it has a reasonable basis for making the forward looking statements in this report, including with respect to any production targets and economic evaluation, based on the information contained in CZR's ASX Announcement entitled “Pre-Feasibility Study finds Robe Mesa iron ore project is technically robust with potential to generate strong financial returns” dated 10 December 2020. CZR confirms that it is not aware of any new information or data that materially affects the production targets contained in the previous announcement of the PFS and all material assumptions underpinning the production targets and economic valuation in the previous market announcement continue to apply and have not materially changed.
CZR confirms that it is not aware of any new information or data that materially affects the information included in the CZR Announcements to the ASX on 8 February 2016, 26 April 2017 and 10 December 2020 and, in the case of estimates of the mineral resources in Tables 1 to 4 and the ore reserves in Table 5, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed.
Competent Person Statement
The information in this report that relates to ore reserves, mineral resources, exploration activities and results is based on information compiled by Rob Ramsay (BSc Hons, MSc, PhD) who is a Member of the Australian Institute of Geoscientists. Rob Ramsay is the Chief Executive Officer of CZR Resources Ltd and a Geologist with over 35 years of experience and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking 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”. Rob Ramsay has given his consent to the inclusion in this report of the matters based on the information in the form and context in which it appears.
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DIRECTORS’ REPORT (Continued)
INFORMATION ON DIRECTORS
| Malcolm Carson | Non-Executive Director (appointed 10 September, 2021) |
|---|---|
| Qualifications | BSc (Geo), MSc., MAusIMM, AIG |
| Experience | Mr Carson is a highly experienced geologist with more than 40 years’ experience |
| in the resource sector. He commenced his career as an exploration project | |
| geologist and worked in a range of commodities including iron ore. He has held | |
| roles as a project developer and directorships of several ASX and TSX-listed | |
| resources companies. | |
| Mr Carson holds Bachelor of Science in Geology and Masters of Science in | |
| Resources from University of WA. He is a member of AUSIMM, AIG. Mr Carson | |
| was also a senior project officer with the West Australian Government in the | |
| Department of State Development, where he was responsible for major resource | |
| development projects. He expanded his commercial experience with Bankers Trust | |
| and Rothschild, focussing on the evaluation of resources projects for the provision | |
| of debt and related hedging facilities to facilitate the development of new mines. | |
| Mr Carson is currently Chairman of ASX-listed Zuleika Gold Limited, a Non- | |
| Executive Director of ASX-listed Allegiance Coal Limited and a Director of TSX- | |
| listed Pacific Wildcat Resources Corporation. | |
| Other Directorships | Zuleika Gold Limited (appointed May 2014) |
| Allegiance Coal Limited (appointed August 2016) | |
| Pacific Wildcat Resources Corporation (appointed March 2014) | |
| Russell Clark | Non-Executive Director (appointed 10 September, 2021) |
| Qualifications | BSc (Hons), ARSM, FAICD |
| Experience | Mr Clark has more than 40 years’ global experience in board, senior corporate, |
| operational and project development roles. He holds a Bachelor of Science (Hons) | |
| in Mineral Resources Engineering from the Royal School of Mines and a Graduate | |
| Diploma in Finance and Investment Analysis from the Securities Institute of | |
| Australia. Mr Clark is a Fellow of the Australian Institute of Company Directors | |
| (AICD). | |
| Mr Clark’s previous positions include Managing Director of ASX-listed Grange | |
| Resources from 2008 to 2012. In this role, he oversaw the DFS and permitting for | |
| the Southdown magnetite project near Albany in Western Australia. He also | |
| completed the transaction that brought the Savage River magnetite project into | |
| Grange, making it the largest Australian magnetite producer, and in the process | |
| transformed Grange into a $1 billion company by market capitalisation. He is | |
| presently a Non-executive Director of ASX listed Tungsten Mining Limited and | |
| Chairman of Pearl Gull Iron Limited. | |
| Other Directorships | Pearl Gull Iron Limited (appointed July 2021) |
| Tungsten Mining Limited (appointed February 2020) |
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DIRECTORS’ REPORT (Continued)
Hui (Annie) Guo Non-Executive Director (appointed 18 February 2021) Qualifications B.Econ, M.Fin. Experience Ms Guo is a highly proficient corporate executive with more than 20 years’ experience in the mining and resources sector. During Ms Guo’s earlier career with PricewaterhouseCoopers, she held senior roles in transaction services, with a focus on the mining and resources sector. In addition, she is an experienced public and private company director and executive and has run her own investment platform focused on Australian and international mining and resource projects for the past decade. Ms Guo brings significant experience across mining project evaluation, mergers and acquisitions, capital markets, project development and corporate finance, and is currently the Managing Director of Zuleika Gold Limited and a Non-Executive Director of Azure Minerals Limited. Other Directorships Zuleika Gold Limited (since November 2013) Azure Minerals Limited (since March 2021) David Flanagan Non-Executive Chairman (appointed 3 April 2020, resigned 10 September 2021) Qualifications BSc, WASM, MAusIMM, FAICD, AM, CitWA Experience Mr Flanagan is a geologist with more than 29 years’ experience in the mining and mineral exploration industry in Australia, Indonesia and Africa. Mr Flanagan was the founding Managing Director at Atlas Iron Limited. During his tenure at Atlas Iron he oversaw its growth from a junior exploration company to an ASX Top 50 listed iron ore exporter, and the operator of three iron ore mines producing at a rate of 15Mtpa. Mr Flanagan has been recognised for his style of leadership through many awards including Governors Award for Giving 2011, Eisenhower Fellowship 2013, Western Australian of the Year 2014, and Member of the Order of Australia in 2018. Mr Flanagan also held the role of Chancellor at Murdoch University from 2013 to 2019. Other Directorships Battery Minerals Limited (appointed October 2016) Magmatic Resources Limited (appointed October 2019, resigned February 2021) Dr Robert Ramsay Managing Director (appointed 20 December 2012, resigned 10 September 2021) Qualifications BSc (Hons), MSc, PhD Experience Dr Ramsay is a Geologist with over 31 years of industry experience. He has worked across a range of commodities, which include; iron-ore, gold, base-metals, platinum group metals, fluorite, mineral sands and diamonds, in Australia and elsewhere in the World. He is a past Director of Striker Resources NL (now North Australian Diamonds) and has previously worked with, and consulted to, a range of companies that include CRA Exploration (now Rio Tinto Ltd), BHP-Billiton Ltd, Gravity Diamonds, Mineral Securities Ltd and Speewah Metals Ltd. Dr Ramsay is a Member of the Australian Institute of Geoscientists. Other Directorships Nil
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DIRECTORS’ REPORT (Continued)
Simon Jackson Non-Executive Director (appointed 29 January 2019, resigned 10 September 2021) Qualifications B.Com., FCA Experience Mr Jackson is an experienced resource industry executive with a broad range of senior management experience through all facets of the mining cycle from exploration, discovery, feasibility, financing, construction, operations and divestment. He has extensive Board and executive level experience in a number of TSX and ASX listed public companies. Mr Jackson is the Managing Director of Kopore Metals Limited, a copper explorer focussed on the Kalahari Copper Belt in Botswana and Namibia. Mr Jackson has previously held senior management roles at Beadell Resources Limited, Orca Gold Inc. and Red Back Mining Inc. Mr Jackson is a fellow of the Institute of Chartered Accountants and holds a Bachelor of Commerce degree from the University of Western Australia. Other Directorships Sarama Resources Limited (since March 2011) Cygnus Gold Limited (since November 2017) Kopore Metals Limited (appointed March 2019) Orca Gold Inc. (appointed April 2013, resigned May 2019) Beadell Resources Limited (appointed November 2015, resigned July 2019) Anna Neuling Non-Executive Director (appointed 2 November 2020, resigned 10 September 2021) Qualifications BSc, FCA, GAICD Experience Ms Neuling has 15 years’ experience in financial and corporate roles in the resources industry with ASX listed companies including Lion Ore Mining International, Antipa Minerals Ltd and Avoca Resources Ltd. Prior to that she worked at Deloitte in London and Perth. Ms Neuling is an Executive Director of S2 Resources (ASZ:S2R), Non-Executive Chair of Tombador Iron (ASX: Ti1) and Non-Executive Director of MLG Oz (ASX:MLG). She was previously Corporate and Commercial Director of ASX-listed Sirius Resources. Ms Neuling is a Fellow of the Institute of Chartered Accountants in England and Wales and a Graduate of the Australian Institute of Company Directors. She also holds a degree in mathematics from the University of Newcastle (UK). Other Directorships S2 Resources Ltd (since May 2015) Tombador Iron (since September 2020) MLG Oz Limited (since March 2021) Wayne Bramwell Non-Executive Director (appointed 2 November 2020, resigned 18 February 2021) Qualifications BSc (Mineral Science), Grad Dip Bus, MSC (Mineral Economics), GAICD Experience Mr Bramwell has over 26 years of international and Australian project and evaluation and development expertise across the base metals, precious metals bulk commodity sectors. Other Directorships Westgold Resources Limited (appointed February 2020) Ardea Resources Limited (appointed January 2018, resigned July 2020) Azure Minerals Limited (appointed October 2020, resigned February 2021)
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DIRECTORS’ REPORT (Continued)
Stephen Lowe Non-Executive Director (appointed 21 October 2010, resigned 2 November 2020) Qualifications B Bus(Acc), MTax Experience Mr Lowe's background is in business management and taxation and he has over 18 years' experience consulting to a range of corporate and high-wealth clients. Mr Lowe is a non-executive director of Talga Resources Ltd and a former Chairman and non-executive director of ASX 200 company Sirius Resources NL, a position he held during the discovery and partial development of the Nova/Bollinger deposits. He is a former director of the Perth based specialist taxation firm MKT - Taxation Advisors and the former Group Business Manager for the Creasy Group, a position he held for 12 years prior to retiring in August 2019. Other Directorships Talga Resources Limited (appointed December 2015) Adam Sierakowski Non-Executive Director (appointed 21 October 2010, resigned 2 November 2020) Qualifications Nil Experience Mr Sierakowski is a lawyer and founding director of the legal firm Price Sierakowski. He has over 20 years of experience in legal practice, much of which he has spent as a corporate lawyer consulting and advising on a range of transactions to a variety of large private and listed public entities. He is also the founder and managing director of Perth based corporate advisory business, Trident Capital, where for 15 years he has advised a variety of large private and public companies on structuring their transactions and coordinating M&A and capital raising both domestically and overseas. Other Directorships Kinetiko Energy Limited (since December 2010) Dragontail Systems Limited (since September 2016) Rision Limited (Appointed June 2018, resigned July 2020) Connected IO Limited (since December 2018)
Company Secretary
Trevor O’Connor B.Bus(Acc), FGIA FCG (CS,CGP), CA Appointed 25 June 2021
Mr O’Connor is a Chartered Accountant and Chartered Company Secretary with over 25 years’ corporate experience. This includes more than 15 years’ experience in the mining and energy industries operating both in Australia and overseas.
Mr O’Connor is currently the Company Secretary of ASX-listed Horizon Gold and was recently CFO and Company Secretary of Exore Resources and before that Kasbah Resources Limited for 6 years until October 2017.
Stephen Hewitt-Dutton B.Bus, CA, SAFin Resigned 25 June 2021
Stephen is a Chartered Accountant and was an Associate Director of Trident Capital Pty Ltd. He holds a Bachelor of Business from Curtin University. He has over 20 years of experience in corporate finance, accounting and company secretarial matters.
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DIRECTORS’ REPORT (Continued)
Directors’ Interests in Shares and Performance Rights of the Company
As at the date of this Report, the interest of the Directors in securities of CZR Resources are:
| Number of Ordinary Shares | Options | |
|---|---|---|
| Mr Malcolm Carson | - | - |
| Mr Russell Clark | - | - |
| Ms Annie Guo | - | - |
MEETINGS OF DIRECTORS
The number of directors' meetings held during the financial year and the number of meetings attended by each director is:
| Number | Meetings | |
|---|---|---|
| Eligible to | Attended | |
| Director | Attend | |
| David Flanagan | 21 | 21 |
| Robert Ramsay | 21 | 21 |
| Simon Jackson | 21 | 20 |
| Anna Neuling | 14 | 14 |
| Annie Guo | 11 | 10 |
| Wayne Bramwell | 3 | 3 |
| Stephen Lowe | 7 | 6 |
| Adam Sierakowski | 7 | 5 |
The Company does not have a formally constituted audit committee as the board considers that the Group’s size and type of operation do not warrant such a committee.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
-
On the 15 September 2020 Shareholders approved a change in the Company’s name from Coziron Resources Ltd to CZR Resources Ltd;
-
Following Shareholders approval, on 18 September 2020 the Company issued 40,000,000 shares at 1.2 cents and 200,000,000 Options exercisable at 1.5 cents to Colchis Resources relating to the purchase of Croydon Top Camp Project tenements;
-
Following Shareholders approval, on 18 September 2020 the Company issued 10,000,000 shares at 1.9 cents and 10,000,000 Options exercisable at 1.5 cents to Steve Lowe a director of the Company to satisfy the repayment of a loan;
-
Following Shareholders approval, on 18 September 2020 the Company issued 58,500,000 Placement shares at 1.2 cents to the Creasy Group and directors to raise $702,000. The issue was part of an overall Placement announced on 24 June 2020 to raise $5,000,000 on the same terms;
-
On the 10 December 2020, the Company announced the results of a Pre-feasibility Study on its 85% owned Robe Mesa Iron Ore Project (see Review of Operations for findings);
-
There has been a number of changes to the Board during the period, see Directors section on page 4 for details; and
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DIRECTORS’ REPORT (Continued)
- On the 7 June 2021 the Company announced that it had received firm commitments to raise $7,000,000 at 1.15 cents per share through a Placement to institutional and professional investors (including the Creasy Group) which was to be undertaken in two tranches. Tranche 1 of the Placement resulted in 347,826,100 being issued to institutional and professional investors on the 13 June 2021 raising $3,000,000. Tranche 2 of the Placement being the issue of 260,869,600 shares was subject to Shareholders approval at a meeting to be held on 22 July 2021. In addition the Company announced that it would be offering eligible existing shareholders the right to participate in a Share Purchase Plan to raise up to a further $500,000 on the same terms as that offered in the Placement to institutional and professional investors.
There were no other significant changes in the state of affairs of the Group.
COVID-19
The impact of the Coronavirus (COVID-19) is ongoing. During the year there have been short shut-down periods at short notice in Western Australia. The speed of these events requires contingency planning in advance for the office and field activities, so that the Company can be compliant with Government regulations, if the risk status for COVID-19 transmission increases.
EVENTS OCCURING AFTER THE REPORTING PERIOD
-
On 13 July 2021 the Company issued 24,608,683 shares at 1.15 cents per share raising $283,000 as part of a Share Purchase Plan which offered Shareholders the right to acquire shares on same terms as that of a Placement to Institutional and professional investors (including the Creasy Group) as announced on the 7 June 2020;
-
On 22 July 2021 Shareholders approved the issue of 260,869,600 Tranche 2 Placement Shares to the Creasy Group at 1.15 cents per share to raise $3,000,000 being the same terms as that previously issued to institutional and professional investors on 15 June 2021 as Tranche 1 Placement Shares raising 4,000,000; and
-
On 10 September 2021, David Flanagan, Robert Ramsay, Simon Jackson and Anna Neuling resigned as directors and Malcolm Carson and Russell Clark were appointed as directors of the Company.
In the interval between the end of the financial year and the date of this report, apart from the matters mentioned above, there has not arisen any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operation and results of the consolidated entity or the state of affairs of the consolidated entity, in future financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Group has five projects – Croydon, Yaraloola, Yarrie, Shepherds Well and Buddadoo, and manages the exploration on the projects. The Group will continue exploration of all projects and also to review other potential projects with the object of increasing shareholder value.
ENVIRONMENTAL REGULATION
The Group is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all regulations when carrying out any exploration work.
Greenhouse gas and energy data reporting requirements
The group has reviewed the reporting requirements of both the Energy Efficiency Opportunities Act 2006 and the National Greenhouse and Energy Reporting Act 2007 . Based on the Group’s current operations, they are not required to register, nor are they required to report emissions data to the Greenhouse and Energy Data Officer.
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ANNUAL REPORT 2021
DIRECTORS’ REPORT (Continued)
REMUNERATION REPORT (Audited)
The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001 .
Key management personnel covered in this report:
| Name | Position Held |
|---|---|
| David Flanagan | Non-Executive Chairman (resigned 10 September 2021) |
| Robert Ramsay | Managing Director (resigned 10 September 2021) |
| Simon Jackson | Non-Executive Director (resigned 10 September 2021) |
| Anna Neuling | Non-Executive Director (appointed 2 November 2020, resigned 10 |
| September 2021) | |
| Annie Guo | Non-Executive Director (appointed 18 February 2021) |
| Wayne Bramwell | Non-Executive Director (appointed 2 November 2020, resigned 18 February |
| 2021) | |
| Stephen Lowe | Non-Executive Director (resigned 2 November 2020) |
| Adam Sierakowski | Non-Executive Director (resigned 2 November 2020) |
| Paul Frawley | Exploration Manager (appointed 16 March 2021) |
Remuneration policy
The remuneration policy of CZR Resources Ltd has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component which is assessed on an annual basis in line with market rates and offering specific long-term incentives based on key performance areas affecting the economic entity’s financial results. The board of CZR Resources believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best directors and executives to run and manage the economic entity.
The board’s policy for determining the nature and amount of remuneration for board members and senior executives of the economic entity is as follows:
The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the board. All executives receive a base salary (which is based on factors such as length of service and experience) and superannuation. The board policy is to review executive packages annually by reference to the economic entity’s performance, executive performance and comparable information from industry sectors and other listed companies in similar industries.
The board may exercise discretion in relation to approving incentives, bonuses and options. The policy is to attract the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth.
Executives are also entitled to participate in the employee share and option arrangements. The executive directors and executives receive a superannuation guarantee contribution required by the government, which was 9.5% for the 2021 Financial year but has increased to 10.0% effective 1 July 2021), and do not receive any other retirement benefits. All remuneration paid to directors and executives is valued at the cost to the company and expensed. Options are valued using the Black-Scholes method.
The board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is to be sought when required, however has not been sought during this reporting period. The maximum aggregate amount of fees that can be paid to non-executive directors is $350,000 approved by shareholders at the Annual General Meeting on 27 November 2020. 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.
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ANNUAL REPORT 2021
DIRECTORS’ REPORT (Continued)
The objective of the Company’s executive reward framework is set to attract and retain the most qualified and experienced directors and senior executives. The board ensures that executive reward satisfies the following key criteria for good reward governance practices:
-
Competitiveness
-
Acceptability to shareholders
-
Performance linkage
-
Capital management
No remuneration consultants were engaged during the year.
Directors’ fees
A director may be paid fees or other amounts as the directors determine where a director performs special duties or otherwise performs services outside the scope of the ordinary duties of a director. A director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.
Bonuses
No bonuses were given to key management personnel during the 2020 and 2021 years.
Performance based remuneration
The Board as a whole agrees upon an appropriate level of performance based remuneration for executives, relative to their involvement in the management of the Company. During the financial year for the first time the Company issued performance-based remuneration component built into director and executive remuneration packages in the form of Incentive Options. Previous to this all remuneration was fixed and no amount was considered at risk. On the resignation of executives, unless otherwise agreed by the Board, any unvested Incentive Options that have been issued as remuneration lapse after a reasonable period.
Group performance, shareholder wealth and director’s and executive’s remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders and directors and executives. During the year options were issued to certain directors as part of the repayment of their director loans as set out on page 40 of the Directors’ Report.
The following table shows the gross revenue and losses and the share price of the Group at the end of the respective financial year:
| Other income Net Loss Share price (cents) |
30 June 2021 30 June 2020 30 June 2019 30 June 2018 30 June 2017 |
|---|---|
| 13,051 22,572 570 1,493 18,914 3,980,087 3,683,141 1,669,516 1,883,576 2,037,060 1.0c 1.7c 0.9c 1.1c 1.1c |
36
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
DIRECTORS’ REPORT (Continued)
Remuneration of key management personnel:
| 2021 Non-executive Directors David Flanagan1 Simon Jackson1 Anna Neuling2 Annie Guo3 Wayne Bramwell4 Stephen Lowe5 Adam Sierakowski5 Executive Directors Rob Ramsay1 Other KMP’s Paul Frawley6 Total |
Short-term Long-term Post employment Share- based Payments Total Performance Related Salary & Fees Annual Leave Movement Long Service Leave Movement Super- annuation $ $ $ $ $ $ % 75,000 - - 7,125 - 82,125 0% 54,000 - - - - 54,000 0% 36,000 - - - - 36,000 0% 19,246 - - - - 19,246 0% 15,612 - - 781 - 16,393 0% 16,438 - - 1,562 - 18,000 0% 18,000 - - - - 18,000 0% 182,648 16,814 843 17,352 67,664 285,321 23.7% 50,346 4,233 104 4,783 3,248 62,714 5.2% |
|---|---|
| 467,290 21,047 947 31,603 70,912 591,799 |
1 Resigned 10/09/21 4 Appointed 02/11/20, resigned 18/02/21 2 Appointed 02/11/20, resigned 10/09/21 5 Resigned 02/11/20 3 Appointed 18/02/21 6 Appointed 16/03/21
| 2020 Non-executive Directors David Flanagan Adam Sierakowski Stephen Lowe Simon Jackson Executive Directors Rob Ramsay Total |
Short-term Long-term Post employment Share- based Payments Total Performance Related Salary & Fees Annual Leave Movement Long Service Leave Movement Super- annuation $ $ $ $ $ $ % 18,750 - - 1,781 - 20,531 0% 61,500 - - - - 61,500 0% 49,315 - - 4,685 - 54,000 0% 54,000 - - - - 54,000 0% 15,221 - - 1,446 - 16,667 0% |
|---|---|
| 198,786 - - 7,912 - 206,698 |
Service and employment contracts of company directors
Robert Ramsay (Managing Director)
Robert Ramsay has entered into an Employment Agreement with CZR Resources Ltd dated 25th of May 2020 in which he commenced as an employee and Managing Director of the company on the 1st of June 2020. Details of contractual arrangements with Dr Ramsay are as follows:
Term of engagement
No fixed term. Contract continues until terminated in accordance with the terms of the Contract.
$200,000 per annum, inclusive of superannuation. Annual and other statutory leave.
Fixed remuneration $200,000 per annum, inclusive of superannuation. Other entitlements Annual and other statutory leave. Termination notice 3 months by the Company, one month by the individual. Additional provisions Contract contains additional provisions considered standard for employment agreements of this nature.
37
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
DIRECTORS’ REPORT (Continued)
David Flanagan (Chairman)
David Flanagan was appointed a director on the 3rd of April 2020 under a Letter of Engagement. Mr Flanagan is entitled to director fees of $75,000 plus statutory superannuation. His appointment has no fixed term and contain no termination provisions. Continued appointment is subject to the Corporations Act, Company's Constitution and the ASX Listing Rules.
Other Non-executive directors
Other non-executive directors are appointed per engagement letters and are entitled to directors fees of $54,000 inclusive of statutory superannuation. Appointments are for no fixed term and contain no termination provisions. Continued appointment of all is subject to the Corporations Act, Company's Constitution and the ASX Listing Rules.
Paul Frawley (Exploration Manager)
Paul Frawley has entered into an Employment Agreement with CZR Resources Ltd and commenced on the 16th of March 2021. Details of contractual arrangements with Mr Frawley are as follows:
| Term of engagement | No fixed term. Contract continues until terminated in accordance with |
|---|---|
| the terms of the Contract. | |
| Fixed remuneration | $170,000 per annum, exclusive of superannuation. |
| Other entitlements | Annual and other statutory leave. |
| Termination notice | 1 month by the Company or the individual. |
| Additional provisions | Contract contains additional provisions considered standard for |
| employment agreements of this nature. |
Compensation options granted and exercised during the year
From time to time, the Company may consider encompassing performance-based components into an executive’s overall remuneration package. The Options provided are valued using a Black-Scholes option pricing model. Fair values at grant date takes into account the exercise price, the term of the right or option, the Company share price at grant date and expected Company share price volatility, the expected dividend yield and the risk-free rate for the term of the right or option.
Following Shareholders’ approval at a General Meeting on 15 September 2020 the Company granted 60,000,000 Options over unissued ordinary shares to Dr Robert Ramsay (Managing Director) as part of his remuneration package during the 2021 financial year on the following basis:
| Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 5 Tranche 6 |
Expiry date Exercise Price Grant date Number Risk Free Rate Volatility Fair value Vesting date |
|---|---|
| 18/09/24 $0.0318 15/09/20 5,000,000 0.22% 125% $0.0139 18/09/24 18/09/24 $0.0318 15/09/20 5,000,000 0.22% 125% $0.0139 18/09/24 18/09/24 $0.0318 15/09/20 5,000,000 0.22% 125% $0.0139 18/09/24 18/09/24 $0.0318 15/09/20 5,000,000 0.22% 125% $0.0139 18/09/24 18/09/24 $0.0318 15/09/20 20,000,000 0.22% 125% $0.0139 18/09/24 18/09/24 $0.0318 15/09/20 20,000,000 0.22% 125% $0.0139 18/09/24 |
Vesting conditions attached to the Options are set out below:
| Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 5 |
Condition Number |
|---|---|
| Employed for a period of 1 year from the date of issue 5,000,000 Definition of a JORC direct shipping iron ore reserve of greater 12 million tonnes, signed off by an independent consultant and at a risk level that is acceptable to the Board 5,000,000 Commencement of the sale of direct shipping iron ore 5,000,000 A greater than 50% interest in the Ashburton Magnetite project is transacted to a third party, subject to the terms of the Zanthus Joint Venture Agreement, Board approval and any required regulatory approvals 5,000,000 Definition of a JORC compliant gold reserve of greater than 0.5 million ounces at a cut of grade of at least 0.5g/t Au (or equivalent), signed off by an independent consultant and at a risk level that is acceptable to the Board 20,000,000 |
38
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
DIRECTORS’ REPORT (Continued)
Tranche 6 Definition of a JORC compliant gold reserve of greater than 1 million ounces 20,000,000 at a cut of grade of at least 0.5g/t Au (or equivalent), signed off by an independent consultant and at a risk level that is acceptable to the Board
The Company also granted 7,500,000 Options over unissued ordinary shares to a Mr Paul Frawley (Exploration Manager) as part of his remuneration package during the 2021 financial year on the following basis:
| Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 5 |
Expiry date Exercise Price Grant date Number Risk Free Rate Volatility Fair value Vesting date |
|---|---|
| 13/04/25 $0.0165 13/04/21 1,500,000 0.46% 123% $0.0081 13/04/25 13/04/25 $0.0165 13/04/21 1,500,000 0.46% 123% $0.0081 13/04/25 13/04/25 $0.0165 13/04/21 1,500,000 0.46% 123% $0.0081 13/04/25 13/04/25 $0.0165 13/04/21 1,500,000 0.46% 123% $0.0081 13/04/25 13/04/25 $0.0165 13/04/21 1,500,000 0.46% 123% $0.0081 13/04/25 |
Vesting conditions attached to the Options are set out below:
| Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 5 |
Condition Number |
|---|---|
| Employed/Engaged for a period of 1 year from the date of issue 1,500,000 Definition of a JORC direct shipping iron ore reserve of greater 12 million tonnes, signed off by an independent consultant and at a risk level that is acceptable to the Board 1,500,000 Commencement of the sale of direct shipping iron ore 1,500,000 Definition of a JORC compliant gold resource of greater than 1 million ounces at a cut of grade of at least 0.5g/t Au (or equivalent), signed off by an independent consultant and at a risk level that is acceptable to the Board 1,500,000 Definition of a new mineral resource discovery (other than gold), signed off by an independent consultant that is equivalent, at the discretion of the Board of a JORC compliant gold resource of greater than 1 million ounces at a cut of grade of at least 0.5g/t Au (or equivalent) 1,500,000 |
No remuneration options were exercised during the year ended 30 June 2021.
No remuneration options were granted or exercised during the year ended 30 June 2020.
Options and rights holdings
Details of options and rights held directly, indirectly or beneficially by key management personnel and their related parties are as follows:
| Name Non-executive Directors David Flanagan Simon Jackson Anna Neuling Annie Guo Wayne Bramwell Stephen Lowe Adam Sierakowski Executive Directors Robert Ramsay Other KMP’s Paul Frawley Total |
Balance at 1 July 2020 Issued as part of loan repayment Options Issued as Rem. Other changes during the year1 Balance at 30 June 2021 Vested and Exercisable at 30 June 2021 - - - - - - 2,000,000 - - - 2,000,000 2,000,000 - - - - - - - - - - - - - - - - - - - 10,000,000 - (10,000,000) - - 6,500,000 - - (6,500,000) - - - - 60,000,000 - 60,000,000 - - - 7,500,000 - 7,500,000 - |
|---|---|
| 8,500,000 10,000,000 67,500,000 (16,500,000) 69,500,000 2,000,000 |
1 Holdings as at date of resignation
39
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
DIRECTORS’ REPORT (Continued)
Shareholdings
Details of equity instruments (other than options and rights) held directly, indirectly or beneficially by key management personnel and their related parties are as follows:
| Name Non-executive Directors David Flanagan Simon Jackson Anna Neuling Annie Guo Wayne Bramwell Stephen Lowe Adam Sierakowski Executive Directors Robert Ramsay Other KMP’s Paul Frawley Total |
Balance at 1 July 2020 Issued as part of loan repayment Placement Shares1 Purchases / Disposals Other changes2 Balance at 30 June 2021 - - 4,150,000 - - 4,150,000 4,670,548 - 4,150,000 - - 8,820,548 - - - 1,330,000 - 1,330,000 - - - - - - - - - 947,798 (947,798) - 18,704,300 10,000,000 2,500,000 - (31,204,300) - 28,600,151 - 4,150,000 - (32,750,151) - - - 2,050,000 - - 2,050,000 - - - - 142,857 142,857 |
|---|---|
| 51,974,999 10,000,000 17,000,000 2,277,798 (64,759,392) 16,493,405 |
1 Placement shares approved by shareholders on 15/09/20
2 Holdings as at date of appointment / resignation
Loans from/to key management persons
During the 2021 financial year director loans from Stephen Lowe was satisfied in full through the issue of equity and options as follows:
| Name Stephen Lowe Total |
Balance at 1 July 2020 Additional Borrowings Accrued Interest Fair Value Adjustment Loans repaid with equity Balance at 30 June 2021 277,976 - - 32,105 (310,081) - |
|---|---|
| 277,976 - - 32,105 (310,081) - |
Loan Terms:
-
Interest was at 10% on the remaining loan balance if repaid in cash;
-
The term was 12 months unless extended by agreement.
-
Repayment of the Loan was to be made in cash, unless the Lender elects, at its sole discretion, that repayment be made in Equities or a combination of both. The shares to be issued to be at the lower of $0.01, or the price at which the Company completes a capital raising during the term of the Loan. The new loans received during the reporting period include one free attaching Option for every share to be issued in lieu of interest if the loan is repaid in shares (together “the Equities”). The Options are exercisable at $0.015 per share and expire on 30 June 2022.
The issue of the Equities that satisfied the loan in full was approved by shareholders on 15 September 2020 and resulted in 10,000,000 shares at $0.019 being issued valued at $190,000 and 10,000,000 free options valued at $120,081. The fair value of the options as determined using the Black-Scholes option valuation methodology and applying the following inputs are outlined below:
| Grant Date Exercise Price Expiry Date Risk Free Rate Volatility Value per Option Total Value of Options Amount accounted for in Current Year Amount to be accounted for in Future Years |
Options |
|---|---|
| 15/09/20 $0.015 30 June 2022 0.35% 121% $0.012 $120,081 $120,081 $- |
40
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
DIRECTORS’ REPORT (Continued)
Other transactions and balances
Corporate Finance and Legal Services
Adam Sierakowski is a Director and shareholder of Trident Capital Pty Ltd and Price Sierakowski Pty Ltd, which provided corporate finance and legal services respectively to the Group during the financial year. Trident Capital Pty Ltd also provided the group with office accommodation and services. These services provided by both parties were based upon normal commercial terms and conditions no more favourable than those available to other parties. The amounts incurred during the period Mr Sierakowski was a director were as follows:
| Consulting services provided by officers recognised as an expense during the year: - Payments to Price Sierakowski Pty Ltd, an entity in which Adam Sierakowski is a Director and shareholder, for legal services provided. - Payments to Trident Capital Pty Ltd, an entity in which Adam Sierakowski is a Director and shareholder, for: - corporate financial services; - capital raising services; and - provision of office services. - Payments to Trident Management Services Pty Ltd, a director related entity of Adam Sierakowski, for the provision of accounting and company secretarial. |
2021 $ 2020 $ |
|---|---|
| 28,254 53,069 - - 8,000 58,100 34,825 24,000 40,833 91,267 |
|
| 77,087 261,261 |
Geological Consulting Services
Prior to his appointment as a Managing Director of CZR Resources, Robert Ramsay invoiced the company for geological consulting fees. The amounts paid were as follows:
eological consulting fees. The amounts paid were as follows: |
|
|---|---|
| Consulting services provided by officers recognised as an expense during the year: - Payments to Robert Ramsay, for geological services provided. |
2021 $ 2020 $ |
| - 130,000 |
|
| - 130,000 |
Aggregate amounts of liabilities at reporting date relating to consulting services with directors of the group are as follows:
| Current liabilities Price Sierakowski Rob Ramsay Simon Jackson Erasmus Consulting Pty Ltd – Anna Neuling Annie Guo Trident Management Services Pty Ltd Trident Capital Pty Ltd |
2021 $ 2020 $ |
|---|---|
| - 22,832 - 11,000 4,950 13,200 4,950 - 4,950 - - 10,193 - 4,950 |
|
| 14,850 62,175 |
Performance income as a proportion of total income
No performance-based bonuses have been paid to key management personnel during the financial year (2020: Nil).
41
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
DIRECTORS’ REPORT (Continued)
Voting and comments made at the Group’s 2020 Annual General Meeting
The Group received only 8,905,695 votes against the remuneration report (0.5%) for the 2020 financial year. The Group did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
END OF REMUNERATION REPORT (Audited).
42
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
DIRECTORS’ REPORT (Continued)
OPTIONS
At the date of this report there are 402,360,378 unissued ordinary shares of the Company under option.
| Date of expiry Exercise price 30 Jun 2022 $0.015 29 June 2024 $0.0216 18 Sep 2024 $0.0318 13 Apr 2025 $0.0165 Total |
Total Outstanding Subject to Vesting Conditions 268,500,000 No 56,860,378 No 60,000,000 Yes 17,000,000 Yes 402,360,378 |
|---|---|
INDEMNIFYING OFFICERS OR AUDITOR
In accordance with the constitution, except as may be prohibited by the Corporations Act 2001 every Officer, auditor or agent of the Company shall be indemnified out of the property of the Company against any liability incurred by him in his capacity as Officer, auditor or agent of the Company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal.
PROCEEDINGS ON BEHALF OF GROUP
No person has applied for leave of Court under s.237 of the Corporations Act to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of these proceedings. The Group was not a party to any such proceedings during the year.
NON-AUDIT SERVICES
The Directors are satisfied that the provision of non-audit services, during the year, by the auditor or a related practice of the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 .
During the 2020 and 2021 years, the Group’s auditors assisted the Group through the provision of taxation services and the attendance of the AGM. No other non – audit services have been provided by the Group’s auditors. Remuneration paid to the Group’s auditors is as below:
| Audit services Amounts paid/payable to BDO Audit (WA) Pty Ltd for: - audit or review of the financial report for the entity or any entity in the group Amounts paid/payable to related entities of BDO Audit (WA) Pty Ltd - Taxation compliance services - Other services |
2021 $ 2020 $ 39,112 35,257 9,963 1,250 9,013 - |
|---|---|
| 50,325 44,270 |
The Directors are also satisfied that the provision of non-audit services by the auditor, as set out in Note 10 to the financial statements, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
-
All non-audit services have been reviewed by the Board of Directors to ensure they do not impact the impartiality and objectivity of the auditor, and
-
None of the services undermine the general principles relating to auditor’s independence as set out in APES110: Code of Ethics for Professional Accountants.
43
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
DIRECTORS’ REPORT (Continued)
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration under section 307C of the Corporations Act 2001 for the year ended 30 June 2021 is set out on page 45.
This report is signed in accordance with a resolution of the Board of Directors.
==> picture [94 x 38] intentionally omitted <==
Annie Guo Director
Dated this 22[nd] day of September 2021
44
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
AUDITOR’S INDEPENDENCE DECLARATION
==> picture [482 x 681] intentionally omitted <==
45
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2021
| (a) Note Other income 6 Depreciation and amortisation expense 7 Share based payment expense 7 Compliance and professional fees Occupancy expenses 7 Administration expenses Directors’ fees Exploration costs 7 Stamp Duty Net finance (charge)/benefit 7 Impairment of exploration assets 14 (Loss) before income tax Income tax expense 8 (Loss) after income tax for the year Other comprehensive loss for the year Total comprehensive loss for the year Loss and total comprehensive loss is attributable to: Owners of CZR Resources Ltd (Loss) per share attributable to the ordinary equity holders of the company Basic and diluted loss per share 9 |
2021 $ 2020 $ 13,051 22,572 (11,148) (6,053) (75,026) - (458,125) (284,573) (35,386) (24,000) (137,977) (94,329) (259,656) (184,031) (2,948,600) (1,980,469) (35,115) - (32,105) 32,236 - (1,164,494) |
|---|---|
| (3,980,087) (3,683,141) - - |
|
| (3,980,087) (3,683,141) |
|
| - - |
|
| (3,980,087) (3,683,141) |
|
| (3,980,087) (3,683,141) |
|
| Cents Cents (0.14) (0.17) |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
46
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2021
| Note ASSETS Current Assets Cash and cash equivalents 11 Trade and other receivables 12 Total Current Assets Non-Current Assets Property, plant and equipment 13 Exploration assets and exploration expenditure 14 Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables 15 Borrowings 16 Provisions 17 Total Current Liabilities Non-Current Liabilities Provisions 17 Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 18 Reserves 19 Accumulated losses 20 TOTAL EQUITY |
2021 $ 2020 $ 5,117,356 4,646,115 135,598 200,595 |
|---|---|
| 5,252,954 4,846,710 |
|
| 36,167 39,285 13,479,037 10,317,422 |
|
| 13,515,204 10,356,707 |
|
| 18,768,158 15,203,417 |
|
| 324,204 423,680 - 277,976 21,047 - |
|
| 345,251 701,656 |
|
| 948 - |
|
| 948 - |
|
| 346,199 701,656 |
|
| 18,421,959 14,501,761 |
|
| 42,557,388 37,253,825 3,821,842 1,225,120 (27,957,271) (23,977,184) |
|
| 18,421,959 14,501,761 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
47
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2021
| Note Cash flows from operating activities Cash paid to suppliers and employees Interest received Other income received Payments for exploration expenditure Net cash (outflow) from operating activities 23 Cash flows from investing activities Stamp duty on tenement acquisition Payments for property, plant and equipment Net cash (outflow) from investing activities Cash flows from financing activities Proceeds from issue of ordinary shares Payment of share issue costs Proceeds from borrowings Net cash inflow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 11 |
2021 $ 2020 $ (939,478) (748,607) 513 12,572 12,538 - (2,948,887) (2,028,234) |
|---|---|
| (3,875,314) (2,764,269) |
|
| (35,115) - (8,030) (26,644) |
|
| (43,145) (26,644) |
|
| 4,702,000 7,273,000 (312,300) (504,708) - 665,000 |
|
| 4,389,700 7,433,292 |
|
| 471,241 4,642,379 4,646,115 3,736 |
|
| 5,117,356 4,646,115 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
48
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2021
| At 1 July 2020 Total comprehensive loss for the year Transactions with owners in their capacity as owners Shares issued – director and Yandal placement Shares issued as consideration on acquisition of Croydon tenement Shares issued on Steve Lowe loan repayment Shares issued – Placement June 2021 Share issue costs Options issued on Steve Lowe loan repayment Options issued as consideration on acquisition of Croydon tenement Share based payments At 30 June 2021 At 1 July 2019 Total comprehensive loss for the year Transactions with owners in their capacity as owners Shares issued – Placement August 2019 Conversion of loans – November 2019 Options Issued – December 2019 Shares Issued – Placement June 2020 Options Issued – June 2020 Share issue costs At 30 June 2020 |
Issued capital Reserves Accumulated losses Total equity $ $ $ $ 37,253,825 1,225,120 (23,977,184) 14,501,761 - - (3,980,087) (3,980,087) 702,000 - - 702,000 760,000 - - 760,000 190,000 - - 190,000 4,000,000 - - 4,000,000 (348,437) - - (348,437) - 120,081 - 120,081 - 2,401,615 - 2,401,615 - 75,026 - 75,026 |
|---|---|
| 42,557,388 3,821,842 (27,957,271) 18,421,959 |
|
| 28,833,286 159,158 (20,294,043) 8,698,401 - - (3,683,141) (3,683,141) 2,975,000 - - 2,975,000 2,426,408 - - 2,426,408 - 291,801 - 291,801 4,298,000 - - 4,298,000 - 774,161 - 774,161 (1,278,869) - - (1,278,869) |
|
| 37,253,825 1,225,120 (23,977,184) 14,501,761 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
49
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
1. CORPORATE INFORMATION
The consolidated financial report of CZR Resources Ltd (“CZR”) for the year ended 30 June 2021 was authorised for issue in accordance with a resolution of the directors on 22 September 2021 and covers CZR Resources Ltd as an individual entity as well as the Consolidated Entity consisting of CZR Resources Ltd and its subsidiaries as required by the Corporations Act 2001 .
The consolidated financial report is presented in the Australian currency.
CZR Resources Ltd is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Stock Exchange. CZR is a for profit entity.
2. SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for CZR Resources Ltd as an individual entity and the consolidated entity consisting of CZR Resources Ltd and its subsidiaries.
(a) Basis of Preparation
The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and Interpretations and the Corporations Act 2001. CZR Resources Ltd is a for-profit entity for the purpose of preparing the financial statements.
Compliance with IFRS
Australian Accounting Standards include Australian Equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report complies with International Financial Reporting Standards (IFRS).
Historical cost convention
These financial statements have been prepared under the historical cost convention.
Critical accounting estimates
The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3.
Going Concern
The Group has incurred a net loss after tax for the year ended 30 June 2021 of $3,980,087 (2020: $3,683,141) and experienced net cash outflows from operating activities of $3,875,314 (2020: 2,764,269). At 30 June 2021, the Group had current assets of $5,252,954 (2020: $4,846,710), and a working capital surplus of $4,907,703 (2020: $4,145,054).
The ability of the Group to continue as a going concern is dependent on securing additional funding through debt or equity issues or partial sale of its mineral properties as and when the need to raise working capital arises, to continue to fund its operational activities.
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 there are sufficient funds to meet the Group’s working capital requirements as at the date of this report. Subsequent to period end the Group expects to receive additional funds through debt or equity issues.
50
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
The financial statements have been prepared on the basis that the Group is a going concern, which contemplates the continuity of normal business activity, realisation of assets and settlement of liabilities in the normal course of business for the following reasons:
-
The Group has a proven history of successfully raising capital.
-
The Company has successfully raised additional capital of $4,702,000 during this financial year and additional $3,283,000 since year end.
-
The Directors believe that there is sufficient cash available for the Group to continue operating until it can raise sufficient further capital to fund its ongoing activities.
-
The fact that future exploration and evaluation expenditures are generally discretionary in nature and may be slowed or suspended as part of the management of the Group's working capital and other forecast commitments.
The directors are satisfied that at the date of signing of the financial report, there are reasonable grounds to believe that the Group will be able to raise additional funding to continue to meet its debts as and when they fall due and it is appropriate for the financial statements to be prepared on a going concern basis.
Should the Group not achieve the funding outcomes set out above, there is significant uncertainty as to whether the Group will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report. No adjustments have been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern.
(b) Basis of Consolidation
Subsidiaries
The consolidated financial statements comprise the financial statements of CZR Resources Ltd and its subsidiaries at 30 June each year (“the Group”). Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. The financial statements of subsidiaries are prepared for the same reporting period as the parent, using consistent accounting policies.
All intercompany balances and transactions, including unrealised profits arising from intragroup transactions have been eliminated. Unrealised losses are also eliminated unless costs cannot be recovered.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of financial position respectively.
Subsidiaries are accounted for in the parent entity’s financial statements at cost.
(c) Foreign Currency Translation
The functional and presentation currency of CZR Resources Ltd and its subsidiaries is Australian dollars (AUD).
Foreign currency transactions are translated into the functional currency using the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. Foreign exchange gains and losses resulting from settling foreign currency transactions, as well as from restating foreign currency denominated monetary assets and liabilities, are recognised in the statement of profit or loss and other comprehensive income, except when they are deferred in equity as qualifying cash flow hedges or where they relate to differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity.
51
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when fair value was determined.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
(d) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board.
(e) Revenue Recognition
The consolidated entity recognises revenue as follows:
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
(f) Income Tax
The income tax expense for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax base of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
(g) Impairment of Assets
At each reporting date the Group assesses whether there is any indication that individual assets are impaired. Where impairment indicators exist, recoverable amount is determined and impairment losses are recognised in the statement of profit or loss and other comprehensive income where the asset’s carrying value exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purpose of 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.
Where it is not possible to estimate recoverable amount for an individual asset, recoverable amount is determined for the cash-generating unit to which the asset belongs.
(h) Cash and Cash Equivalents
For consolidated statement of cash flows presentation purposes, 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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the consolidated statement of financial position.
(i) Trade and Other Receivables
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
52
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
(j) Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument, and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and subsequent 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 AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments are classified into the following categories upon initial recognition:
-
amortised cost
-
fair value through profit or loss (FVPL)
-
equity instruments at fair value through other comprehensive income (FVOCI)
-
debt instruments at fair value through other comprehensive income (FVOCI)
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 impairment of trade receivables which is presented within other expenses.
Classifications are determined by both:
-
The entity business model for managing the financial asset
-
The contractual cash flow characteristics of the financial assets
-
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 impairment of trade receivables, which is presented within other expenses.
Subsequent measurement financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL):
-
they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows
-
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 Group’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments.
Financial assets at fair value through profit or loss (FVPL)
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 business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at
53
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
FVPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply (see below).
Equity instruments at fair value through other comprehensive income (Equity FVOCI)
Investments in equity instruments that are not held for trading are eligible for an irrevocable election at inception to be measured at FVOCI. Under Equity FVOCI, subsequent movements in fair value are recognised in other comprehensive income and are never reclassified to profit or loss. Dividends from these investments continue to be recorded as other income within the profit or loss unless the dividend clearly represents return of capital.
Debt instruments at fair value through other comprehensive income (Debt FVOCI)
Financial assets with contractual cash flows representing solely payments of principal and interest and held within a business model of collecting the contractual cash flows and selling the assets are accounted for at debt FVOCI.
Impairment of financial assets
AASB 9’s impairment requirements use more forward looking information to recognize expected credit losses – the ‘expected credit losses (ECL) model’. Instruments within the scope of the new requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under AASB 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.
The Group 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.
In applying this forward-looking approach, a distinction is made between:
-
financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Stage 1’) and
-
financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Stage 2’).
-
‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date. ‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category.
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance at the amount equal to the expected lifetime credit losses. In using this practical expedient, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.
The Group assess impairment of trade receivables on a collective basis as they possess credit risk characteristics based on the days past due. The Group has nil trade receivables as at 30 June 2021.
The Group’s financial liabilities include trade and other payables.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).
54
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income.
(k) Exploration, Evaluation and Development Expenditure
Exploration and evaluation costs including costs of studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortisation of assets used in exploration and evaluation activities along with those for general and administrative costs are expensed in the period they are incurred. Acquisition costs of acquiring are capitalised until the viability of the area of interest is determined. Those acquisition costs are carried forward when the following conditions are satisfied:
-
(i) the rights to tenure of the area of interest are current; and
-
(ii) at least one of the following conditions is also met:
-
a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or
-
b) exploration and evaluation 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.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.
Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development.
(l) Property, Plant and Equipment
All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the statement of profit or loss and other comprehensive income during the reporting period in which they are incurred.
Land is not depreciated. Depreciation on other assets is calculated on a straight-line basis over the estimated useful life of the asset as follows:
asset as follows: |
|
|---|---|
| - Vehicles | 3 – 5 years |
| - Plant and equipment | 3 – 8 years |
| - Furniture and fittings | 10 – 15 years |
The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each reporting date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (Note 2(g)).
55
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
Gains and losses on disposals are calculated as the difference between the net disposal proceeds and the asset’s carrying amount and are included in the statement of profit or loss and other comprehensive income in the year that the item is derecognised.
(m) Trade and Other Payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the year end and which are unpaid. These amounts are unsecured and are usually paid within 30 days of recognition.
(n) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
(o) Employee Benefit Provisions
Short term obligations
Liabilities for wages and salaries, including non-monetary benefits and annual leave are recognised in respect of employees’ services rendered up to reporting date and measured at amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when leave is taken and measured at the actual rates paid or payable. Liabilities for wages and salaries are included as part of Other Payables and liabilities for annual sick leave are included as part of Employee Benefit Provisions.
Other Long term employee benefit obligations
Liabilities for long service leave are recognised as part of the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees to the reporting date using the projected unit credit method. Consideration is given to expected future salaries and wages levels, experience of employee departures and periods of service. Expected future payments are discounted using the corporate bond rate bond rates at reporting date with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
(p) Contributed Equity
Ordinary shares are classified as equity.
Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options associated with the acquisition of a business are included as part of the purchase consideration.
(q) Share-based payments
The Group provides benefits in the form of share-based payment transactions, whereby services are provided or benefits are provided in exchange for shares or rights over shares (‘equity-settled transactions’).
The cost of these equity-settled transactions is measured by reference to the fair value at the date at which they are granted. The fair value is determined by using a Black Scholes model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of CZR Resources Ltd (‘market conditions’).
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant parties become fully entitled to the award (‘vesting date’).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Company, will ultimately vest. This opinion is formed based on the best available
56
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.
Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards vest than were originally anticipated to do so. Any award subject to a market condition is considered to vest irrespective of whether or not that market condition is fulfilled, provided that all other conditions are satisfied. If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.
(r) Earnings Per Share
Basic earnings per share
Basic earnings per share is calculated by dividing the net loss attributable to equity holders of the Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
Diluted earnings per share
Earnings used to calculate diluted earnings per share are calculated by adjusting the basic earnings by the after-tax effect of dividends and interest associated with dilutive potential ordinary shares. The weighted average number of shares used is adjusted for the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
(s) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of GST except where GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.
Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
(t) New and amended standards adopted by the Group
In the year ended 30 June 2021, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Company and effective for the reporting period beginning on or after 1 July 2020. As a result of this review, the Directors have determined that there is no material impact of the Standard and Interpretations issued on the Company and, therefore, no change is necessary to its accounting policies.
57
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
(u) New Accounting Standards not yet mandatory or early adopted
The Directors have also reviewed all of the new and revised Standards and Interpretations in issue not yet adopted for the year ended 30 June 2021. As a result of this review, the Directors have determined that there is no material impact of the Standard and Interpretations in issue not yet adopted on the Company and, therefore, no change is necessary to its accounting policies.
No other new standards, amendments to standards or interpretations are expected to affect the Company's financial statements.
58
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
3. ACCOUNTING ESTIMATES AND JUDGMENTS
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. There are no estimates, assumptions or judgments that are expected to have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, except for the following:
Exploration and Evaluation Assets
Acquisition costs in respect of each identifiable area of interest. These costs are carried forward in respect of an area that has not, at reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. The future recoverability of exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related tenement itself, or if not, whether it successfully recovers the related exploration and evaluation assets through sale. Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, which could impact the cost of mining and changes to commodity prices.
Share Based Payments
The Group measures the cost of equity-settled transactions with other parties by reference to the fair value of the goods or services received. Where the fair value of the goods or services cannot be reliably determined, or where the goods or services cannot be identified, the Group measures the cost of the transaction by reference to the fair value of the equity instruments granted.
4. SEGMENT REPORTING
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors.
CZR Resources Ltd operates in the mineral exploration industry in Australia.
Given the nature of the Group, its size and current operations, management does not treat any part of the Group as a separate operating segment. Internal financial information used by the Group’s decision makers is presented on a “whole of entity” manner without dissemination to any separately identifiable segments.
The Group’s management operate the business as a whole without any special responsibilities for any separately identifiable segments of the business.
Accordingly, the financial information reported elsewhere in this financial report is representative of the nature and financial effects of the business activities in which it engages and the economic environments in which it operates.
59
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
5. PARENT INFORMATION
STATEMENT OF FINANCIAL POSITION
| Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Equity Contributed equity Reserves Accumulated losses Total equity Total loss for the year Total comprehensive loss |
2021 $ 2020 $ 5,252,560 4,844,735 13,515,598 10,358,682 |
|---|---|
| 18,768,158 15,203,417 |
|
| 345,251 701,656 947 - |
|
| 346,198 701,656 |
|
| 42,557,388 37,253,825 3,821,842 1,225,120 (27,957,271) (23,977,184) |
|
| 18,421,959 14,501,761 |
|
| (3,980,087) (3,683,141) |
|
| (3,980,087) (3,683,141) |
Guarantees
CZR Resources Ltd has not entered into any guarantees, in the current or previous financial year, in relation to the debt of its subsidiaries
Contractual Commitments
At 30 June 2021, CZR Resources Ltd has not entered into any contractual commitments for the acquisition of property, plant and equipment (2020: Nil)
6. OTHER INCOME
| From continuing operations Interest Income ATO Cashflow Boost |
2021 $ 2020 $ 513 12,572 12,538 10,000 |
|---|---|
| 13,051 22,572 |
60
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
| 7. EXPENSES Loss before income tax includes the following specific expenses: Depreciation expense Occupancy expenses Net finance benefit Interest expense Finance Benefit Finance charges1 Share based payments Other Exploration costs Note 1: Represents the fair value adjustment to loans repaid and repayable in for more details. 8. INCOME TAX EXPENSE Income tax expense Current tax expense Deferred tax expense Total income tax expense Reconciliation of the effective tax rate Loss before income tax expense Prima facie income tax benefit 30.0% (2020: 27.5%) Non-deductible expenses: - Fines and penalties - Share based payments - Impairment of exploration assets - Other Non-assessable income: - ATO Cashflow Boost Add/(Deduct) adjustments due to: - Revenue losses not recognised as own asset - Unrecognised temporary differences current year Income tax expense Unrecognised deferred tax assets Unused tax losses for which no deferred tax asset has been recognised: - Carry forward revenue losses prior year - Carry forward revenue losses current year - Carry forward capital losses prior year - Carry forward foreign losses Tax on losses at 30.0% (2020: 27.5%) |
2021 $ 2020 $ 11,148 6,053 35,386 24,000 |
|---|---|
| - 104,589 - (606,602) 32,105 469,777 |
|
| 32,105 (32,236) |
|
| 75,026 - 2,948,600 1,980,469 |
|
| shares and options. See notes 16 and 24 2021 $ 2020 $ - - - - |
|
| - - |
|
| (3,980,087) (3,683,141) (1,194,026) (1,012,864) 25 1,441 22,508 - - 320,236 10,106 - (3,761) - 1,256,643 779,256 (91,495) (88,069) - - |
|
| 31,598,556 28,736,651 4,188,814 2,833,658 7,232,563 7,232,563 - - |
|
| 43,019,933 38,802,872 |
|
| 12,905,980 10,670,790 |
61
CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
| Income tax expense Deferred tax assets have not been recognised in the statement of financial position for the following items: Deductible temporary differences - Amounts deductible under Sec 40-880 - Accrued expenditure - Other Tax on timing differences at 30.0% (2020: 27.5%) Unrecognised deferred tax assets in equity Sec 40-880 Capital raising costs Tax on losses at 30.0% (2020: 27.5%) Unrecognised deferred tax liabilities - Prepayments - Accrued interest - Deferred exploration expenditure Tax on timing differences at 30.0% (2020: 27.5%) |
2021 $ 2020 $ 302,825 588 75,814 (20,844) 21,995 - |
|---|---|
| 400,634 (20,255) |
|
| 120,190 (5,570) |
|
| 278,750 - |
|
| 83,625 - |
|
| 35,793 120,470 - - 9,250,311 7,980,000 |
|
| 9,286,104 8,100,470 |
|
| 2,785,831 2,227,629 |
The tax benefits of the above deferred tax assets will only be obtained if:
-
the Group derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised;
-
the Group continues to comply with the conditions for deductibility imposed by law; and
-
no changes in income tax legislation adversely affect the Group in utilising the benefits.
9. LOSS PER SHARE
Reconciliation of earnings used in calculating loss per share
| econciliation of earnings used in calculating loss per share | |
|---|---|
| Basic loss per share Loss from operations attributable to ordinary equity holders of CZR Resources Ltd used to calculate basic loss per share Weighted average number of ordinary shares used as the denominator in calculating basic loss per share |
2021 $ 2020 $ 3,980,087 3,683,141 |
| 2021 Number 2020 Number 2,843,532,295 2,208,801,766 |
The Company’s potential ordinary shares, being options granted, are not considered dilutive as conversion of these shares would result in a decrease in the net loss per share.
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CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
10. AUDITOR'S REMUNERATION
| Audit services Amounts paid/payable to BDO Audit (WA) Pty Ltd for: - audit or review of the financial report for the entity or any entity in the group Amounts paid/payable to related entities of BDO Audit (WA) Pty Ltd - Taxation compliance services - Other services Amounts paid/payable to other firms for: - Other services 11. CASH AND CASH EQUIVALENTS Cash at bank and in hand Cash management account |
2021 $ 2020 $ 39,112 35,257 9,963 9,013 1,250 - |
|---|---|
| 50,325 44,270 - - |
|
| 50,325 44,270 |
|
| 2021 $ 2020 $ 133,616 10,640 4,983,740 4,635,475 |
|
| 5,117,356 4,646,115 |
Cash at bank and in hand, are not interest bearing, cash held in management account does earn interest (2021: as per 2020) and is at call.
Reconciliation of Cash
The above figures are reconciled to the cash at the end of the financial year as shown in the statement of cash flows as follows:
| Balances as above Balances per statement of cash flows |
2021 $ 2020 $ 5,117,356 4,646,115 |
|---|---|
| 5,117,356 4,646,115 |
The Group’s exposure to interest rate risk is discussed in Note 22. The maximum exposure to interest rate risk at the end of the reporting period is the carrying amount of each class of cash and cash equivalents mentioned above.
Reconciliation of Cash and Non-cash Movements in Financial Liabilities
| Short-term borrowings Total liabilities from financing liabilities |
1 July 2020 Cash flows Fair Value Adjustment to Loan Non cash Changes1 30 June 2021 $ $ $ $ $ 277,976 - 32,105 (310,081) - |
|---|---|
| 277,976 - 32,105 (310,081) - |
1 On 18/09/2020, outstanding loans of $310,081 where converted to Issued Capital (see notes 16 and 24).
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CZR RESOURCES LTD & CONTROLLED ENTITIES
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
12. TRADE AND OTHER RECEIVABLES
| 12. TRADE AND OTHER RECEIVABLES |
|
|---|---|
| Deposits and interest receivable Prepaid insurance Prepaid tenement rent Other prepayments GST receivable Other receivables |
2021 $ 2020 $ 12,740 2,000 - 35,704 31,627 77,273 4,167 7,493 87,064 76,544 - 1,581 |
| 135,598 200,595 |
As of 30 June 2021, there were no trade or other receivables which were past due but not impaired. Please refer to Note 22 for assessment of Financial Risk Management.
13. PROPERTY, PLANT AND EQUIPMENT
| Motor vehicles At cost Accumulated depreciation Software At cost Accumulated depreciation Plant and equipment At cost Accumulated depreciation Reconciliation Motor vehicles Opening balance Additions Depreciation charge for the year Closing balance, net of accumulated depreciation and impairment Software Opening balance Additions Depreciation charge for the year Closing balance, net of accumulated depreciation and impairment Plant and equipment Opening balance Additions Depreciation charge for the year Closing balance, net of accumulated depreciation and impairment |
2021 $ 2020 $ 40,595 40,595 (29,906) (26,483) |
|---|---|
| 10,689 14,112 |
|
| 46,402 37,856 (22,487) (14,846) |
|
| 23,915 23,010 |
|
| 3,002 3,771 (1,439) (1,608) |
|
| 1,563 2,163 |
|
| 14,112 17,535 - - (3,423) (3,423) |
|
| 10,689 14,112 |
|
| 23,010 - 8,030 25,089 (7,125) (2,079) |
|
| 23,915 23,010 |
|
| 2,163 1,158 - 1,554 (600) (549) |
|
| 1,563 2,163 |
|
| 36,167 39,285 |
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CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
| 14. EXPLORATION ASSETS Exploration and evaluation phases At cost Accumulated amortisation (and impairment) Reconciliations Exploration and evaluation phases Balance at beginning of year Acquisition of Croydon tenement from Colchis Resources Pty Ltd (Colchis)1 Exploration expenditure impaired Balance at end of period Exploration expenditure expensed during the year |
2021 $ 2020 $ 14,643,531 11,481,916 (1,164,494) (1,164,494) |
|---|---|
| 13,479,037 10,317,422 |
|
| 10,317,422 11,481,916 3,161,615 - - (1,164,494) |
|
| 13,479,037 10,317,422 |
|
| 2,948,600 1,980,469 |
1 On 18/09/20 CZR Resources acquired the Croydon tenement from Colchis through its subsidiary company KingX Pty Ltd. Consideration of $3,161,615 was satisfied through the allocation of 40m shares and 200m options. The options were valued at the current market price at the date of acquisition.
| 40m shares issued @$0.019 – see note 24 for further details 200m options issued @0.012 – see note 24 for further details |
760,000 2,401,615 3,161,615 |
|---|---|
Exploration costs are only carried forward to the extent that they are expected to be recouped through the successful development or sale of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.
15. TRADE AND OTHER PAYABLES
| 15. TRADE AND OTHER PAYABLES |
|
|---|---|
| Trade payables Accruals |
2021 $ 2020 $ 260,738 402,836 63,466 20,844 |
| 324,204 423,680 |
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CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
16. BORROWINGS
| Other loans – director (secured) Movement in Borrowings Opening Balance – 01 July Borrowings – Director loans Borrowings – Yandal Investments Fair value adjustment to loans repaid in shares1 Less: Loans converted to equity (see note 24)1 Fair value adjustment to loan outstanding at 30 June |
2021 $ 2020 $ - 277,976 |
|---|---|
| 2021 $ 2020 $ 277,976 2,125,000 - 185,000 - 500,000 32,105 (542,000) (310,081) (2,168,000) - 177,976 - 277,976 |
Note 1 Repayment of the Loan was made through the issue of 10,000,000 shares at $0.01 per share, along with 10,000,000 options exercisable at $0.015 per share on the 18th of September 2020. The shares were valued at $190,000 based on the Closing Market Price of $0.019 as at that date and the options were valued at $120,081 at that date, giving rise to a fair value adjustment of balance of loan to $32,105.
17. PROVISIONS
| 17. PROVISIONS |
|
|---|---|
| Current Provision for annual leave Non-current Provision for long service leave |
2021 $ 2020 $ 21,047 - |
| 948 - |
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CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
18. CONTRIBUTED EQUITY
| 18. CONTRIBUTED EQUITY |
||||
|---|---|---|---|---|
| As At | As At | |||
| 30 June | 30 June | |||
| 2021 | 2020 | |||
| $ | $ | |||
| Ordinary shares | 42,557,388 | 37,253,825 | ||
| 2021 | 2021 | 2020 | 2020 | |
| No. | $ | No. | $ | |
| Movements in ordinary shares on issue | ||||
| Shares on issue at 1 July | 2,744,518,894 | 37,253,825 | 1,785,551,268 | 28,833,286 |
| - Shares issued – Yandal and director | ||||
| placement (September 2020)1 | 58,500,000 | 702,000 | - | - |
| - Shares issued – Steve Lowe loan | ||||
| repayment2 | 10,000,000 | 190,000 | - | - |
| - Shares issued – Croydon tenement | ||||
| acquisition3 | 40,000,000 | 760,000 | - | - |
| - Shares issued – placement (June 2021)4 | 347,826,100 | 4,000,000 | - | - |
| - Shares issued – placement (August | ||||
| 2019) | - | - | 297,500,000 | 2,975,000 |
| - Shares issued – placement (June 2020) | - | - | 358,166,667 | 4,298,000 |
| - Shares issued – loan repayment | - | - | 303,300,959 | 2,426,408 |
| - Issue costs | - | (348,437) | - |
(1,278,869) |
| At 30 June | 3,200,844,994 | 42,557,388 | 2,744,518,894 | 37,253,825 |
1 During the period the Company raised additional funds through a placement of 58,500,000 shares issued to Yandal and company directors at an issue price of $0.012.
2 As part of the repayment of the remaining director loan, the Company issued 10,000,000 shares to Steve Lowe at an issue price of $0.019.
3 During the period, the Company acquired the Croydon Project (Tenement E47-2150) from Colchis, a Creasy Group company. The Tenement was acquired by the Company's subsidiary KingX Pty Ltd. The terms of the Joint Venture are in line with the other joint venture arrangements the Company has in place with the Creasy Group. The Consideration for the purchase included 40,000,000 ordinary Shares issued at a price of $0.019. 4 During the period the Company raised additional funds through a placement of 347,826,100 shares issued to sophisticated and professional investors at an issue price of $0.0115.
Ordinary shares
Ordinary shareholders are entitled to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. Every ordinary shareholder present at a meeting in person or by proxy is entitled to one vote on a show of hands or by poll.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
Options
| Options | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Weighted | Weighted | |||
| average | average | |||
| 2021 | exercise | 2020 | exercise | |
| No. | price ($) | No. | price ($) | |
| Outstanding at beginning of period | 264,110,378 | 0.019 | - | - |
| Issued during the period – Loan repayment1 |
10,000,000 | 0.015 | 58,500,000 | 0.015 |
| Issued during the period – acquisition of Croydon tenement from Colchis2 |
200,000,000 | 0.015 | - | - |
| Issued during the period – MD incentive options3 |
60,000,000 | 0.0318 | - | - |
| Issued during the period – Employee and consultant incentive options4 |
17,000,000 | 0.0165 | - | - |
| Issued during the period – Placement | - | - | 148,750,000 | 0.020 |
| Issued during the period – Broker options |
- | - | 56,860,378 | 0.020 |
| Expired during the period | - | - | - | - |
| Outstanding at the end of the period | 551,110,378 | 0.019 | 264,110,378 | 0.019 |
| Unvested at the end of the period | 77,000,000 | 0.028 | - | - |
| Exercisable at the end of the period | 474,110,378 | 0.017 | 264,110,378 | 0.019 |
1 As part of the repayment of the remaining director loan, the Company also issued 10,000,000 options to Steve Lowe at an issue price of $0.015 and an expiry date of 30/06/2022.
2 During the period, the Company acquired the Croydon Project (Tenement E47-2150) from Colchis, a Creasy Group company. The Tenement was acquired by the Company's subsidiary KingX Pty Ltd. The terms of the Joint Venture are in line with the other joint venture arrangements the Company has in place with the Creasy Group. The Consideration for the purchase also included 200,000,000 Options at a price of $0.015 and an expiry date of 30/06/2022.
3 During the period the Company issued 60,000,000 MD incentive options at an exercise price of $0.0318 expiring on 18/09/2024. The options will vest once various performance milestones have been met. The number of options expected to vest is based on the likelihood, as at reporting date, of these milestones being met prior to the expiry date of the options, refer to note 24.
4 During the period the Company issued 17,000,000 Employee and consultant incentive options at an exercise price of $0.0165 expiring on 13/04/2025. The options will vest once various performance milestones have been met. The number of options expected to vest is based on the likelihood, as at reporting date, of these milestones being met prior to the expiry date of the options, refer to note 24.
Capital risk management
The Group's and the parent entity's objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
19. RESERVES
| 19. RESERVES |
|
|---|---|
| Opening balance as at 1 July Share based payment expense Options issued on loan repayment Options issued as consideration for Croydon tenement acquisition Options issued on loan repayment Options issued as part consideration for placement fees |
2021 $ 2020 $ 1,225,120 159,158 75,026 - 120,081 - 2,401,615 - - 291,801 - 774,161 |
| 3,821,842 1,225,120 |
Further details shown in note 24.
20. ACCUMULATED LOSSES
Movements in accumulated losses
| Balance at start of year Net (loss) for the year Balance at end of year |
2021 $ 2020 $ (23,977,184) (20,294,043) (3,980,087) (3,683,141) |
|---|---|
| (27,957,271) (23,977,184) |
21. SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in Note 2(b).
| Country of | Class of | Equity | holding | |
|---|---|---|---|---|
| incorporation | shares | 2021 | 2020 | |
| Zanthus Resources Pty Ltd | Australia | Ordinary | 100% | 100% |
| Buddadoo Metals Pty Ltd | Australia | Ordinary | 100% | 100% |
| KingX Pty Ltd | Australia | Ordinary | 100% | 100% |
- the proportion of ownership interest is equal to the proportion of voting power held.
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CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
22. FINANCIAL RISK MANAGEMENT
(a) General objectives, policies and processes
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.
The Group’s principal financial instruments comprise cash and short term deposits. The main purpose of the financial instruments is to earn the maximum amount of interest at a low risk to the Group. The Group also has other financial instruments such as other debtors and creditors which arise directly from its operations. For the current financial year, it has been the Group’s policy not to trade in financial instruments
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk and credit risk. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.
All loans to subsidiary companies are eliminated on consolidation and therefore do not expose the group to credit risk.
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies. The Group’s risk management policies and objectives are designed to minimise the potential impacts of these risks on the results of the Group where such impacts may be material.
The overall objective of the Board is to set polices that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set out below:
(b) Market Risk
Market risk arises from the use of interest bearing financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk).
Interest rate risk
The Group is exposed to movements in market interest rates on short term deposits. The Directors monitor the Group’s cash position relative to the expected cash requirements. Where appropriate, surplus funds are placed on deposit earning higher interest. The Group does not have short or long term debt, and therefore this risk is minimal. The Group’s exposure to interest rate risk and the effective weighted average interest rate for each class of financial assets and financial liabilities is set out in the following table:
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CZR RESOURCES LTD & CONTROLLED ENTITIES
ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
| 2021 Financial assets Cash and cash equivalents Trade and other receivables Weighted average interest rate Financial liabilities Trade and other payables Weighted average interest rate 2020 Financial assets Cash and cash equivalents Trade and other receivables Weighted average interest rate Financial liabilities Trade and other payables Borrowings Weighted average interest rate |
Floating rates $ |
Fixed interest maturing in < 1 year 1 - 5 years > 5 years Non- interest bearing Total $ $ $ $ $ |
|---|---|---|
| 5,117,356 - |
- - - - 5,117,356 - - - 135,598 135,598 |
|
| 5,117,356 | - - - 135,598 5,252,954 |
|
| 0.01% | 0.00% 0.00% 0.00% 0.00% 0.01% |
|
| - | - - - 324,204 324,204 |
|
| - | - - - 324,204 324,204 |
|
| 0.00% | 0.00% 0.00% 0.00% 0.00% 0.00% |
|
| Floating rates $ |
Fixed interest maturing in < 1 year 1 - 5 years > 5 years Non- interest bearing Total $ $ $ $ $ |
|
| 4,646,115 - |
- - - - 4,646,115 - - - 200,595 200,595 |
|
| 4,646,115 | - - - 200,595 4,846,710 |
|
| 0.01% | 0.00% 0.00% 0.00% 0.00% 0.01% |
|
| - - |
- - - 402,836 402,836 277,976 - - - 277,976 |
|
| - | 277,976 - - 402,836 680,812 |
|
| 0.00% | 10.00% 0.00% 0.00% 0.00% 1.99% |
Group sensitivity
At 30 June 2021, a change in interest rate by 100 basis points would change profits by $51,174 higher/lower. (2020 – change of 100 basis points would change profits by $46,461 higher/lower). The group’s interest income from the comparative financial years comes solely from the parent entity.
(a) Credit Risk
Credit risk is managed on a group basis. Credit risk arises mainly from cash and cash equivalents, and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted.
The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses, represents the Group’s maximum exposure to credit risk. As at 30 June 2021, the group held cash at bank with financial institutions with an S&P rating of AA-.
The Group does not consider there to be any material credit risk owing to the nature of the financial assets held.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
(b) Liquidity risk
Liquidity risk is the risk that the Group may encounter difficulties raising funds to meet commitments associated with financial instruments, e.g. borrowing repayments. The Group actively manages its operating cash flows and the availability of funding so as to ensure that all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains sufficient levels of cash to meet its working capital requirements. The Group does not have any overdraft, loans or borrowings facilities from financial institutions as at reporting date.
Maturity analysis for financial liabilities
Financial liabilities of the Group include trade and other payables. As at 30 June 2021 and 30 June 2020 trade and other payables are contractually due within 30 days.
(c)
Fair Values
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. The same applies to the carrying value of cash and cash equivalents.
(d) Foreign exchange risk
The Consolidated Entity transacts in Australian dollars and therefore does not participate in the use of derivative financial instruments. Minor exposure to foreign exchange transactions may occur if the Consolidated Entity’s transacts in other jurisdictions arising from variations in the Australian exchange rate. The impact of these foreign exchange rate differences are not material, therefore the Consolidated Entity considers there is no material foreign exchange risk present.
23. CASH FLOW INFORMATION
| Reconciliation of (loss) after income tax to net cash flow from operating activities (Loss) for the year Depreciation and amortisation Options issued to repay loans Share based payment expense Stamp duty on acquisition of tenements Interest and fees paid through issue of shares Fair value adjustments to borrowings Impairment of exploration assets Change in operating assets - (increase)/decrease in trade and other receivables - (increase)/decrease in prepayments - (decrease)/increase in trade and other payables - (decrease)/increase in provisions Net cash flow from operating activities |
2021 $ 2020 $ (3,980,087) (3,683,141) 11,148 6,053 - 291,801 75,026 - 35,115 - - 343,010 32,105 (428,626) - 1,164,494 (19,680) (29,780) 84,676 (46,253) (135,612) (381,827) 21,995 - |
|---|---|
| (3,875,314) (2,764,269) |
Non-cash financing and investing activities
During the financial year the Company issued a total of 10,000,000 new ordinary shares (2020: 303,300,959) and 10,000,000 options (2020: 58,500,000) related to the repayment of Yandal and director loans, see notes 16 and 24 for further details.
During the financial year the Company issued a total of 40,000,000 new ordinary shares (2020: nil) and 200,000,000 options (2020: nil) related to the purchase of the Croydon Project from Colchis, a Creasy Group company, see notes 14 and 24 for further details.
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CZR RESOURCES LTD & CONTROLLED ENTITIES
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
24. SHARE BASED PAYMENTS
Ordinary Shares
| Shares provided in repayment of loan1,3 Shares issued as consideration for Croydon tenement acquisition2 Total share-based payments |
2021 $ 2020 $ 190,000 2,426,408 760,000 - |
|---|---|
| 950,000 2,426,408 |
a) During the period ended 30 June 2021, the following share based payment shares were issued:
1 As part of the repayment of the remaining director loan, the Company issued 10,000,000 shares to Steve Lowe at an issue price of $0.019.
2 During the period, the Company acquired the Croydon Project (Tenement E47-2150) from Colchis, a Creasy Group company. The Tenement was acquired by the Company's subsidiary KingX Pty Ltd. The terms of the Joint Venture are in line with the other joint venture arrangements the Company has in place with the Creasy Group. The Consideration for the purchase included 40,000,000 ordinary Shares issued at a price of $0.019.
- b) During the period ended 30 June 2020, the following share based payment shares were issued:
3 On 27 November 2019 approval was given for the issue of shares at an issue price of $0.01 per share and options as repayment of loans and accrued interest to both Yandal Investments Pty Ltd and to directors; Adam Sierakowski, Stephen Lowe and Simon Jackson. The details of these share-based payments are set out in the table below:
| Yandal Investments Pty Ltd Adam Sierakowski Stephen Lowe Simon Jackson |
Loan Principal Outstanding $ Accrued Interest to 29/11/19 $ Fair Value Adjustment Total Repayment $ Number of shares Number of options |
|---|---|
| 2,500,000 314,247 (562,849) 2,251,398 281,424,657 50,000,000 115,000 3,482 (23,696) 94,786 11,848,220 6,500,000 50,000 3,575 (10,715) 42,860 5,357,534 - 45,000 1,706 (9,342) 37,364 4,670,548 2,000,000 |
|
| 2,710,000 323,010 (606,602) 2,426,408 303,300,959 58,500,000 |
The fair value adjustment was recognised as a finance benefit and represented the difference in value of the shares issued at the deemed issue price under the loan agreements of $0.01 per share and the market price on the date of conversion of $0.008 per share. The amount includes $542,000 for the fair value adjustment of the principal and $64,602 for the interest paid in shares.
Options
| Options provided in repayment of loan1 Options issued as consideration for Croydon tenement acquisition2 Share based payment expense relating to options3,4 Options issued to Directors of the Company and Yandal Investments Pty Ltd and recognised as a Finance Expense5 Options issued as part consideration of Broker Management fee on Placement (recognised as Share Issue Costs)6 Total share-based payments |
2021 $ 2020 $ 120,081 - 2,401,615 - 75,025 - - 291,801 - 774,161 |
|---|---|
| 2,596,721 1,065,962 |
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CZR RESOURCES LTD & CONTROLLED ENTITIES
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
-
a) During the period ended 30 June 2021, the following share based payment options were issued:
-
1 A share based payment of $120,081, through the issue of 10,000,000 options issued to Steve Lowe on repayment of his director loan
-
2 A share based payment of $2,401,615, through the issue of 200,000,000 options issued to Colchis on the acquisition of the Croydon tenement
-
3 The issue of 60,000,000 MD incentive options of which the number of options expected to vest is 5m 4 The issue of 17,000,000 incentive options to staff & consultants of which the number of options expected to vest is 6.8m.
The fair value of the options was determined using the Black-Scholes option valuation methodology and applying the following inputs:
| 1Steve Lowe 2Croydon 3MD |
4Staff & | ||
|---|---|---|---|
| loan repayment acquisition incentive |
Consultants | ||
| options options options |
incentive | ||
| options | |||
| Exercise Price | 1.5c 1.5c 3.15c |
1.65c | |
| Expiry Date | 30 June 2022 30 June 2022 18 Sep 2024 |
13 Apr 2025 | |
| Risk Free Rate | 0.35% 0.35% 0.22% |
0.46% | |
| Volatility | 121% 121% 125% |
123% | |
| Value per Option | $0.012 $0.012 $0.0139 |
$0.0081 | |
| Total Value of Options $120,081 $2,401,615 $832,027 |
$137,809 | ||
| Amount accounted for in | |||
| Current Year | $120,081 $2,401,615 $67,664 |
$7,361 | |
| Amount to be accounted for | |||
| in Future Years | $- $- $764,363 |
$130,448 | |
| No. of MD | |||
| Incentive | |||
| Tranche | 3MD Incentive Option Performance Milestones | Options | |
| Tranche 1 | Employed for a period of 1 year from the date of issue. | 5,000,000 | |
| Definition of a JORC direct shipping iron ore reserve of greater 12 | |||
| Tranche 2 | million tonnes, signed off by an independent consultant and at a risk | ||
| level that is acceptable to the Board. | 5,000,000 | ||
| Tranche 3 | Commencement of the sale of direct shipping iron ore. | 5,000,000 | |
| A greater than 50% interest in the Ashburton Magnetite project is | |||
| Tranche 4 | transacted to a third party, subject to the terms of the Zanthus Joint Venture Agreement, Board approval any and required regulatory |
||
| approvals. | 5,000,000 | ||
| Definition of a JORC compliant gold reserve of greater than 0.5 | |||
| Tranche 5 | million ounces at a cut-off grade of at least 0.5g/t Au (or equivalent), signed off by an independent consultant and at a risk level that is |
||
| acceptable to the Board. | 20,000,000 | ||
| Definition of a JORC compliant gold reserve of greater than 1 million | |||
| Tranche 6 | ounces at a cut-off grade off at least 0.5g/t Au (or equivalent), signed off by an independent consultant and at a risk level that is acceptable |
||
| to the Board | 20,000,000 | ||
| 60,000,000 |
Note: Only Tranche 1 and Tranche 2 options have been expensed during the period as other milestones, while possible have been assessed as not probable at reporting date of 30/06/21.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
| Tranche 4Staff & Consultants Incentive Option Performance Milestones Tranche 1 Continued employment/engagement for a period of 1 year from the date of issue. Tranche 2 Definition of a JORC direct shipping iron ore reserve of greater 12 million tonnes, signed off by an independent consultant and at a risk level that is acceptable to the Board. Tranche 3 Commencement of the sale of direct shipping iron ore. Tranche 4 Definition of a JORC compliant gold resource of greater than 1.0 million ounces at a cut-off grade of at least 0.5g/t Au (or equivalent), signed off by an independent consultant and at a risk level that is acceptable to the Board. Tranche 5 Definition of a new mineral resource discovery (other than gold), signed off by an independent consultant that is equivalent, at the discretion of the Board, of a JORC compliant gold resource of greater than 1.0 million ounces at a cut-off grade of at least 0.5g/t Au (or equivalent). |
No. of Staff & Consultants Incentive Options 3,400,000 3,400,000 3,400,000 3,400,000 3,400,000 |
|---|---|
| 17,000,000 |
Note: Only Tranche 1 and Tranche 2 options have been expensed during the period as other milestones, while possible have been assessed as not probable at reporting date of 30/06/21.
b) During the period ended 30 June 2020, the following share based payment options were issued:
5 A share based payment of $291,801 made to the Directors of the Company and Yandal Investments Pty Ltd was recognised as a finance expense during the 2020 financial year. The issue of options was as approved at the General Meeting held on 27 November 2019.
6 An additional share based payment of $774,161 was made to Bell Potter Securities who acted as Lead Manager to the June 2020 placement and received 56,860,378 of options as a portion of their fee according to the mandate. The share based payment has been recorded as share issue costs.
The fair value of the options as determined using the Black-Scholes option valuation methodology and applying the following inputs:
he following inputs: |
|
|---|---|
| Exercise Price Expiry Date Risk Free Rate Volatility Value per Option Total Value of Options Amount accounted for in Current Year Amount to be accounted for in Future Years |
524/12/19 Options 629/06/20 Options |
| 1.5c 2.16c 30 June 2022 29 June 2024 0.87% 0.35% 135% 121% $0.005 $291,801 $291,801 $- $0.0136 $774,161 $774,161 $- |
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ANNUAL REPORT 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
25. RELATED PARTY TRANSACTIONS
Parent entity
CZR Resources Ltd is the ultimate parent entity of the Group.
Subsidiaries
Interests in subsidiaries are disclosed in Note 21.
Transactions with related parties
During the year, following Shareholders approval, the Group acquired the Croydon tenement from Colchis, a company owned by Yandal Investments Pty Ltd a member of Creasy Group the Company’s largest shareholder, for a total consideration of $3,161,615. See note 14 for further details.
Other transactions with related parties are disclosed in Note 26.
Outstanding balances
Outstanding balances in relation to transactions with related parties are disclosed in Note 26.
26. KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Key management personnel compensation
| Short-term benefits Long-term benefits Post-employment benefits Share based payments |
2021 2020 $ $ 488,337 198,786 947 - 31,603 7,912 70,912 - |
|---|---|
| 591,799 206,698 |
Further details of compensation of the key management personnel of CZR Resources Ltd are set out in the Remuneration Report on page 35.
(b) Loans from/to key management persons
No new director loans were made from key management personnel of the Group during the 2021 financial year (2020: $185,000). See Note 16 for details of the repayment of these loans and associated fair value movements. As at 30 June 2021 no loans were outstanding (2020: loans with a fair value of $277,976 were outstanding).
(c) Related Party Transactions
The following related party transactions were recorded during the year:
| - Payments to Price Sierakowski Pty Ltd, an entity in which Adam Sierakowski is a Director and shareholder, for legal services provided. - Payments to Trident Capital Pty Ltd, an entity in which Adam Sierakowski is a Director and shareholder. - Payments to Trident Management Services Pty Ltd, a director related entity of Adam Sierakowski, for the provision of accounting and company secretarial. - Payments to Robert Ramsay, a director of CZR Resources for geological consulting services. |
2021 $ 2020 $ |
|---|---|
| 28,254 53,069 8,000 116,925 40,833 91,267 - 130,000 |
|
| 77,087 391,261 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
(d) Liabilities at Reporting Date
Aggregate amounts of liabilities at reporting date relating to consulting services with directors of the group and director fees are as follows:
| Current liabilities Rob Ramsay Simon Jackson Anna Neuling Annie Guo Price Sierakowski Trident Management Services Pty Ltd Trident Capital Pty Ltd Aggregate amounts of liabilities at reporting date relating to loans: Current liabilities Stephen Lowe |
2021 $ 2020 $ |
|---|---|
| - 11,000 4,950 13,200 4,950 - 4,950 - - 22,832 - 10,193 - 4,950 |
|
| 14,850 62,175 |
|
| 2021 $ 2020 $ |
|
| - 277,976 |
|
| - 277,976 |
27. CONTINGENCIES
As at the date of the report, the Directors are not aware of any material contingent liabilities that would require disclosure.
28. COMMITMENTS
| Exploration commitments Payable: Within one year Later than one year but not later than 5 years Later than 5 years |
2021 2020 $ $ 573,366 643,987 385,748 1,109,778 - - |
|---|---|
| 959,114 1,753,765 |
29. EVENTS OCURRING AFTER THE REPORTING PERIOD
-
On 13 July 2021 the Company issued 24,608,683 shares at 1.15 cents per share raising $283,000 as part of a Share Purchase Plan which offered Shareholders the right to acquire shares on same terms as that of a Placement to Institutional and professional investors (including the Creasy Group) as announced on the 7 June 2020;
-
On 22 July 2021 Shareholders approved the issue of 260,869,600 Tranche 2 Placement Shares to the Creasy Group at 1.15 cents per share to raise $3,000,000 being the same terms as that previously issued to institutional and professional investors on 15 June 2021 as Tranche 1 Placement Shares raising 4,000,000; and
-
On 10 September 2021, David Flanagan, Robert Ramsay, Simon Jackson and Anna Neuling resigned as directors and Malcolm Carson and Russell Clark were appointed as directors of the Company.
In the interval between the end of the financial year and the date of this report, apart from the matters mentioned above, there has not arisen any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operation and results of the consolidated entity or the state of affairs of the consolidated entity, in future financial years.
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DIRECTORS’ DECLARATION FOR THE YEAR ENDED 30 JUNE 2021
The directors of CZR Resources Ltd declare that:
-
The financial statements and notes of the consolidated entity, as set out on pages 46 to 77 are in accordance with the Corporations Act 2001 and:
-
(a) comply with Accounting Standards, Corporations Regulations 2001 and other mandatory professional reporting requirements; and
-
(b) give a true and fair view of the financial position of the Group as at 30 June 2021 and of its performance for the year ended on that date;
-
There are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.
The Directors have been given the declarations by the Managing Director and Chief Financial Officer required by Section 295A of the Corporations Act for the financial year ending 30 June 2021.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:
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Annie Guo Director
Dated 22 September 2021
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INDEPENDENT AUDIT REPORT FOR THE YEAR ENDED 30 JUNE 2021
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INDEPENDENT AUDIT REPORT FOR THE YEAR ENDED 30 JUNE 2021
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INDEPENDENT AUDIT REPORT FOR THE YEAR ENDED 30 JUNE 2021
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INDEPENDENT AUDIT REPORT FOR THE YEAR ENDED 30 JUNE 2021
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CORPORATE GOVERNANCE
The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such CZR Resources Ltd has adopted the fourth edition of the Corporate Governance Principles and Recommendations which was released by the ASX Corporate Governance Council and became effective for financial years beginning on or after 1 July 2020.
The Company’s Corporate Governance Statement for the financial year ending 30 June 2021 was approved by the Board on 6 September 2021. The Corporate Governance Statement can be located on the Company’s website https://www.czrresources.com/about/#corporate-governance.
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ADDITIONAL SHAREHOLDER INFORMATION
SUBSTANTIAL SHAREHOLDERS
The names of the substantial shareholders listed in the Company register as at 19 September 2021 are as follows:
follows: |
||
|---|---|---|
| Shareholder | Shares | % |
| Mark Gareth Creasy | 1,927,266,593 | 55.28 |
DISTRIBUTION OF SHAREHOLDERS
The distribution of members and their holdings of equity securities in the Company as at 19 September 2021 was as follows:
| The distribution of members and their holdings was as follows: |
of equity securities in the Company as at 19 September 202 |
|---|---|
| Range of holding | Shareholders Number Of Ordinary Shares % |
| 1–1,000 | 49 20,778 0.00 |
| 1,001–5,000 | 147 641,342 0.02 |
| 5,001–10,000 | 71 569,928 0.02 |
| 10,001–100,000 | 876 51,858,609 1.49 |
| 100,001 and over Totals |
1,338 3,433,232,620 98.48 |
| 2,481 3,486,323,277 100.00 |
The number of shareholders with less than a marketable parcel of fully paid shares based on a closing price of $0.009 is 731 holding in total 18,104,428 shares.
UNQUOTED SECURITIES
| UNQUOTED SECURITIES | |||
|---|---|---|---|
| Number of | Number of | Holders with | |
| Securities | Options | Holders | more than 20% |
| Options exercisable at $0.015, expiry 30 Jun 2022 | 268,500,000 | 4 | 11 |
| Options exercisable at $0.0216, expiry 29 Jun 2022 | 56,860,378 | 3 | 12 |
| Options exercisable at $0.0318, expiry 18 Sep 2024 | 60,000,000 | 1 | 13 |
| Options exercisable at $0.0165, expiry 13 Apr 2025 | 17,000,000 | 4 | 24 |
Note 1: Yandal Investments Pty Ltd holds 250,000,000 Options. Note 2: Bell Potter Nominees Pty Ltd holds 48,331,321 Options. Note 3: Robert Ramsay holds 60,000,000 options. Note 4: Paul Frawley holds 7,500,000 options and Trevor O’Connor holds 4,500,000 options.
RESTRICTED SECURITIES
The Company has no restricted securities.
VOTING RIGHTS (ORDINARY SHARES)
In accordance with the Company's Constitution, on a show of hands every member present in person or by proxy or attorney or duly authorised representative has one vote. On a poll every member present in person or by proxy or attorney or duly authorised representative has one vote for every fully paid ordinary share held.
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ADDITIONAL SHAREHOLDER INFORMATION (Continued)
TWENTY LARGEST SHAREHOLDERS
The names of the twenty largest shareholders of the fully paid ordinary shares of the Company as at 19 September 2021 are as follows:
19 September 2021 are as follows: |
|
|---|---|
| Name | Number Of Ordinary Fully Paid Shares % Held Of Issued Ordinary Capital |
| YANDAL INVESTMENTS PTY LTD MOTWIL PTY LTD EQUITY TRUSTEES LIMITED MR MARK GARETH CREASY CITICORP NOMINEES PTY LIMITED BOTSIS HOLDINGS PTY LTD MR YUEN SUEN SHERMAN LAM MISS YEE CHIN TAN BNP PARIBAS NOMS PTY LTD MRS GURPRIYA SINGH MILWAL PTY LTD MR MICHAEL JAMES HARGREAVES DUNCAN & MRS LORRAINE BETTY DUNCAN SNEZKA HOLDINGS PTE LTD MR STEPHEN JOHN LOWE & MRS SUZANNE LEE LOWE LECARD PTY LTD PAUL THOMSON FURNITURE PTY LTD GURRAVEMBI INVESTMENTS PTY LTD VIVRE INVESTMENTS PTY LTD SWANCAVE PTY LTD WIP FUNDS MANAGEMENT PTY LTD A/C> Totals |
1,576,227,284 45.21% 310,844,653 8.92% 41,912,995 1.20% 40,194,656 1.15% 36,952,093 1.06% 28,805,356 0.83% 25,000,000 0.72% 21,981,906 0.63% 21,426,667 0.61% 20,000,000 0.57% 20,000,000 0.57% 20,000,000 0.57% 20,000,000 0.57% 19,673,900 0.56% 19,550,000 0.56% 16,533,613 0.47% 16,445,819 0.47% 13,250,000 0.38% 12,500,000 0.36% 12,500,000 0.36% |
| 2,293,798,942 65.79% |
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SCHEDULE OF MINERAL TENEMENTS
| Project | Location | Tenement Number |
Economic Entity's Interest |
|---|---|---|---|
| Yarraloola | West Pilbara, WA | E08/1060 | 85% |
| Yarraloola | West Pilbara, WA | E08/1686 | 85% |
| Yarraloola | West Pilbara, WA | E08/1826 | 85% |
| Yarraloola | West Pilbara, WA | E08/3180 | 100% |
| Yarraloola | West Pilbara, WA | EA08/3399 | 85% |
| Yarraloola | West Pilbara, WA | MA08/519 | 85% |
| Yarraloola | West Pilbara, WA | MA08/533 | 85% |
| Yarrie | East Pilbara, WA | E45/3725 | 70% |
| Yarrie | East Pilbara, WA | E45/3728 | 70% |
| Yarrie | East Pilbara, WA | E45/4065 | 70% |
| Yarrie | East Pilbara, WA | E45/4604 | 70% |
| Yarrie | East Pilbara, WA | E45/4605 | 70% |
| Yarrie | East Pilbara, WA | E45/4433 | 100% |
| Shepherds Well | West Pilbara, WA | E08/2361 | 70% |
| Buddadoo | Mid-west, WA | E59/1350 | 85% |
| Buddadoo | Mid-west, WA | E59/2349 | 85% |
| Croydon | East Pilbara, WA | E47/2150 | 70% |
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DETAILS OF MINERAL RESOURCES AND ORE RESERVES
Results of Annual Review of Mineral Resource and Ore Reserve
The Company’s Mineral Resources Statement has been compiled in accordance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code 20212 Edition) and Chapter 5 of the ASX Listing Rules and ASX Guidance Note 31.
The Robe Mesa mineral resource was first estimated during the 2015 financial year. The resource has subsequently been updated from the drill results obtained in the 2016 financial year and the drill results obtained in the 2017 financial year (Tables 1 and 2). Also shown in Table 3 is the P529 mineral resource first estimated in the 2017 financial year. No further mineral resource estimates were conducted during the 2021 financial year.
The Company announced it maiden Ore Reserve (Table 4) at Robe Mesa on 10 December 2020 during the 2021 financial year and no further estimates have been made since that date.
An annual review was completed of Mineral Resources and Ore Reserve Estimates on 16 August 2021 and found no material changes to report.
The Company confirms that it is not aware of any new information or data that materially affects the information included in the relevant market announcements noted above and, in the case of estimates of Mineral Resources and Ore Reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcements continue to apply and have not materially changed.
Governance Arrangements for Mineral Resources and Ore Reserves Estimates
Mineral Resources and Ore Reserves are estimated by independent external consultants in accordance with the JORC 2012 Code, using industry standard techniques and internal guidelines for the estimation and reporting of Mineral Resources and Ore Reserves. All statements have been accompanied by the appropriate sections of Table 1 from the JORC (2012) guidelines. Mineral Resource and Ore Reserve Statements included in the Annual Report are reviewed by suitably qualified Competent Persons from the Company prior to its inclusion.
All drill hole data is stored in-house within a commercially available purpose designed database management system and subjected to industry standard validation procedures. Quality control on resource drill programs have been undertaken to industry standards with implementation of appropriate drilling type, survey data collection, assay standards, sample duplicates and repeat analyses.
Yarraloola Mineral Resource – Current and Prior Year
Table 1. Robe Mesa Mineral Resource Estimate at April 2017 reported above a Fe cut-off grade of 50% .
| Category | Mt | Fe% | SiO2 % |
Al2O3 % |
TiO2 % |
LOI % |
P% | S% | Feca % |
|---|---|---|---|---|---|---|---|---|---|
| Indicated | 65.7 | 53.8 | 8.3 | 3.43 | 0.14 | 10.6 | 0.04 | 0.02 | 60.2 |
| Inferred | 23.4 | 53.4 | 8.5 | 3.49 | 0.15 | 10.7 | 0.06 | 0.02 | 59.9 |
| Total | 89.1 | 53.7 | 8.3 | 3.45 | 0.14 | 10.66 | 0.05 | 0.02 | 60.12 |
Table 2. Robe Mesa Mineral Resource Estimate at April 2017
reported above a Fe cut-off grade of 55% .
| Category | Mt | Fe% | SiO2 % |
Al2O3 % |
TiO2 % |
LOI % |
P% | S% | Feca % |
|---|---|---|---|---|---|---|---|---|---|
| Indicated | 19.5 | 56.0 | 6.0 | 2.7 | 0.10 | 10.7 | 0.04 | 0.02 | 62.7 |
| Inferred | 5.2 | 56.0 | 5.8 | 2.8 | 0.10 | 10.7 | 0.05 | 0.02 | 62.7 |
| Total | 24.7 | 56.0 | 5.9 | 2.7 | 0.10 | 10.7 | 0.04 | 0.02 | 62.7 |
Reported according to the 2012 JORC Code on 26 April 2017. Full details of the Robe Mesa resource calculations as per JORC Code (2012) are contained in the Company’s announcement dated 26 April 2017.
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DETAILS OF MINERAL RESOURCES AND ORE RESERVES
Table 3. P529 Mineral Resource Estimate at May 2017 reported above a Fe cut-off grade of 50% .
| Category | Mt | Fe% | SiO2 % |
Al2O3 % |
TiO2 % |
LOI % |
P% | S% | Feca % |
|---|---|---|---|---|---|---|---|---|---|
| Inferred | 4.2 | 53.0 | 9.1 | 3.9 | 0.2 | 10.4 | 0.04 | 0.01 | 59.2 |
| Total | 4.2 | 53.0 | 9.1 | 3.9 | 0.2 | 10.4 | 0.04 | 0.01 | 59.2 |
Reported according to the 2012 JORC Code on 9 May 2017. Full details of the P529 resource calculations as per JORC Code (2012) are contained in the Company’s announcement dated 9 May 2017.
Yarraloola Ore Reserve – Current Year
Table 4. Robe Mesa Ore Reserve Estimate at 10 December 2020 reported above a Fe cut-off grade of 50% .
| Category | Mt | Fe% | SiO2 % |
Al2O 3% |
LOI % |
P% | S% |
|---|---|---|---|---|---|---|---|
| Probable | 8.2 | 56.0 | 5.9 | 2.7 | 10.9 | 0.04 | 0.02 |
| Total | 8.2 | 56.0 | 5.9 | 2.7 | 10.9 | 0.04 | 0.02 |
Reported according to the 2012 JORC Code on 10 December 2020. Full details of the Company’s maiden Robe Mesa Ore Reserve calculation as per JORC Code (2012) are contained in the Company’s announcement dated 10 December 2020.
88