2018/19 Annual Report

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CORPORATE DIRECTORY

Board of Directors

Samuel Brooks (Executive Director) Michael Naylor (Non-Executive Director) Ian Gordon (Non-Executive Director)

Company Secretary

Nicholas Katris

Registered Office and Principal Place of Business

Suite 3, Level 3, 24 Outram Street WEST PERTH WA 6005

Phone: (08) 9220 9030 Email: [email protected] Website: www.autecominerals.com.au

AUDITORS

Grant Thornton Audit Pty Ltd Central Park Level 43, 152 – 158 St Georges Terrace PERTH WA 6000

Share Registry

Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace PERTH WA 6000 Phone: 1300 850 505 Phone: +(61 3) 9415 4000 (International) Website: www.computershare.com.au Investor Centre: www.investorcentre.com

Stock Exchange Listing

ASX Code: AUT

ABN 96 110 336 733

AUTECO MINERALS LTD // ANNUAL REPORT 2019

Directors’ report	3
Auditor’s independence declaration	17
Financial statements	18
Directors’ declaration	39
Independent auditor’s report	40
Additional shareholder information	43

AUTECO MINERALS LTD // ANNUAL REPORT 2019

DIRECTORS’ REPORT

The Directors present their report on the consolidated financial statements of Auteco Minerals Ltd (“Auteco” or “Company”) (formerly Monax Mining Limited) and the entities it controlled (“Group”) during the year ended 30 June 2019.

DIRECTORS

The names and details of the Company's directors in office during the financial year and until the date of this report are set out below. Directors were in office for this entire period unless otherwise indicated.

Samuel Brooks

Executive Director

Mr Brooks is a geologist and has been previously involved in technical and management positions in several successful junior exploration companies, including leading the technical team at Bellevue Gold Ltd (ASX: BGL, +1MOZ of High grade resources defined) and Gryphon Minerals Limited (+3 MOZ of resources defined).

Appointed as a Executive Director on 30 November 2018.

Current Directorships: Nil

Past Directorships (last 3 years): Nil

Ian Gordon

Non-Executive Director

Mr Gordon is a mining executive with extensive experience in transaction generation, project acquisition, mine development and the management of public companies. He was formally an Executive Director and Managing Director of Ramelius Resources Limited and Managing Director of Flinders Mines Limited. Ian is currently a Non-Executive Director of ASX listed Dreadnought Resources.

Appointed as a Non-Executive Director on 1 June 2017.

Managing Director appointed 1 October 2017 ceased 30 November 2018.

Current Directorships:

Dreadnought Resources Limited (from 21 December 2017)

Michael Naylor

Non-Executive Director

Mr Naylor has 22 years' experience in corporate advisory and public company management since commencing his career and qualifying as a chartered accountant with Ernst & Young. Mr Naylor has been involved in the financial management of mineral and resources focused public companies serving on the board and in the executive management team focusing on advancing and developing mineral resource assets and business development.

Mr Naylor has worked in Australia and Canada and has extensive experience in financial reporting, capital raisings, debt financings and treasury management of resource companies.

Appointed as a Non-Executive Director on 30 November 2018.

Current Directorships:

Bellevue Gold Limited (From 24 July 2018)

Past Directorships (last 3 years):

Tawana Resources NL (from 1 January 2015 to 31 October 2017) Equator Resources Limited (from 15 February 2016 to 15 February 2017) Helix Resources Limited (from 28 November 2016 to 16 February 2018)

Previous Directorships (last 3 years):

Flinders Mines Limited (from April 2014 to June 2016)

AUTECO MINERALS LTD // ANNUAL REPORT 2019

DIRECTORS' MEETINGS

During the financial year, the following meetings of directors were held.

DIRECTOR’S NAMES	BOARD MEETINGS	BOARD MEETINGS	AUDIT, GOVERNANCE	AND REMUNERATION COMMITTEE
	NUMBER ATTENDED	NUMBER ELIGIBLE TO ATTEND	NUMBER ATTENDED	NUMBER ELIGIBLE TO ATTEND
Samuel Brooks1	2	2	1	1
Michael Naylor1	2	2	1	1
Ian Gordon	4	4	2	2
Glenn Davis2	2	2	1	1
Paul Payne3	2	2	1	1

1 Michael Naylor and Samuel Brooks were appointed to the board on 30 November 2018.

2 Glenn Davis ceased being a Chairman and Non-Executive Director on 30 November 2018.

3 Paul Payne ceased being a Non-Executive Director on 18 January 2019.

The Board has decided to dissolve the Audit committee as there are no efficiencies to be gained from separate committees. The current board members will carry out the roles that would otherwise be undertaken by a separate committee with each director excluding themselves from matters in which they have a personal interest.

DIRECTORS’ INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY

As at the date of this report, the interests of the directors in the shares and options of Auteco Minerals Ltd were:

Name	Number of ordinary shares	Number of options over ordinary shares
Michael Naylor	52,027,853	16,000,000
Ian Gordon	11,635,255	20,000,000
Samuel Brooks	30,000,000	10,000,000

Company Secretary

Nicholas Katris

Appointed as Company Secretary on 1 May 2019.

Mr Katris is a Chartered Accountant who has extensive background in the resources industry. He has over 12 years’ experience and brings with him a wealth of knowledge in governance and financial management for ASX Listed companies.

Kaitlin Smith resigned on 1 May 2019.

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.

Principal activities

The planned principal activities of the Company will consist of exploration and evaluation of mineral resources and assess new project opportunities in both Australia and internationally.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

OPERATING AND FINANCIAL REVIEW

REVIEW OF OPERATIONS

Limestone Well Project

The project is located 90 kilometres southeast of Meekatharra in Western Australia. Auteco Minerals can earn up to an 80% interest in Mithril’s Limestone Well tenements (E��’s ��/846 and 51/1069) by completing exploration expenditure of $2.5M over 5 years.

As announced in August 2019 a maiden reverse circulation drilling program was completed at the Limestone Well Joint Venture project. A total of 7 holes for 1,163 metres was completed. The drill program is targeting Vanadium/Titanium mineralization along immediately along strike from Neo Metals Barrambie Deposit (2012 JORC Inferred + Indicated resource of 280.1 Mt @ 9.18% TiO2 and 0.44% V2O5 (refer ASX announcement for Neometals 17 April 2018)[1] . At the time of reporting assays are still pending for the completed drilling.

Previous orientation soil sampling at the project returned elevated assays of Vanadium and Titanium over the target stratigraphy soil sampling returned a peak value of 470ppm vanadium and 1.4% titanium (refer ASX announcement for 15 November 2019)[1] . The anomalous results of the sampling are coincident with a western high magnetic stratigraphy at Limestone Well which was the target of the completed drilling.

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Figure 1 - Magnetic image showing the Limestone Well Project and prospective rock units

Moolyella Lithium Minerals Project

The Moolyella Project is located approximately 20km east of Marble Bar and consists of one Exploration Licence covering 90 km2, giving a substantial holding in the emerging hard rock lithium region. The area has had limited exploration for lithium with the only work completed being rock chip sampling of outcropping pegmatites and some soil samples.

After a field visit to Moolyella project in the Pilbara, the Company advised the tenement holder of E45/4462 that it would not extend the option beyond the 31 December 2018.

Ongoing Project Generation

During the reporting year the Company continued to assess new project opportunities in both Australia and internationally with the view to adding to the Company’s project portfolio.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

CORPORATE

Board and Management Changes

On 30 November 2018 the Company appointed Samuel Brooks as an Executive Director and Michael Naylor as a Non-Executive Director. The Chairman Glenn Davis resigned, and Managing Director Ian Gordon stepped down from his role and became a Non-Executive Director.

Paul Payne resigned as Non-Executive Director on 18 January 2019.

Company Secretary Appointment/Resignation

As announced on 1 May 2019 the Company appointed Nicholas Katris as Company Secretary replacing Kaitlin Smith.

Joint Venture

As announced in August 2018 the Company had entered into a farm-in with Mithril Resources Limited (Mithril) for the Limestone Well Vanadium Project.

The agreed terms of the farm-in includes two tenements held by Mithril at Limestone Well located 90km south east of Meekatharra, adjoining the Barrambie Titanium/Vanadium Project held by Neometals Limited.

The terms of the agreement allow for Auteco to earn an initial 60% interest by expenditure of $1.5m over three years. If Mithril elects not to contribute at 40%, Auteco may then earn a further 20% by expenditure of a further $1m over two years. Auteco is required to spend a minimum of $150,000 in the first year before it can withdraw.

REVIEW OF FINANCIAL PERFORMANCE

Change of Company Name and Registered Address

The Company received shareholder approval to change the Company name to Auteco Minerals Ltd. The name became effective with ASIC on 8 November 2018 and commenced trading under the ASX code AUT on 27 November 2018 and in April 2019 changed its registered address and principal place of business to Level 3, Suite 3, 24 Outram Street, West Perth WA 6005.

Change of Share register and Auditor location

As part of the transition of the corporate office from Adelaide to Perth the Company changed the location of its register of securities which is maintained by Computershare Investor Services Limited had changed effective 13 May 2019 and the Company’s Auditor Grant Thornton Audit Pty Ltd location also to the Perth office refer to details corporate directory for further details.

Corporate Advisor Appointment

On 6 May 2019 the Company announced it had appointed Canaccord Genuity (Australia) Ltd to assist with the Company’s ongoing capital markets strategy, provide introductions to a broader investor community both domestically and internationally, and other advisory services.

Operating results

The loss after income tax incurred by the Group for the year ended 30 June 2019 was $932,937 (2018: loss $1,404,567).

Review of financial position

The net assets of the Group are $749,669 as at 30 June 2019 (2018 $361,670).

Capital Raisings

During November 2018, the Company completed a placement of $360,000 (before costs) to sophisticated investors including new Directors.

In April 2019, the Company completed a shareholder approved placement of $500,000 (before costs).

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

No events have arisen between 30 June 2019 and the date of this report or any other item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to materially affect the operations of the Company, the results of those operations or the state of affairs of the Company, in subsequent financial years.

FUTURE DEVELOPMENTS AND EXPECTED RESULTS

Likely future developments in the activities of the Company are referred to in the review of operations section of this report.

Running in parallel with the proposed evaluation and exploration of the tenements the Company's ongoing strategy will also include the identification and acquisition of projects that the Board believes will provide ��

AUTECO MINERALS LTD // ANNUAL REPORT 2019

ENVIRONMENTAL REGULATION AND PERFORMANCE

The Company 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.

The directors believe that the Company has adequate systems in place for environmental management and are not aware of any breach of environmental requirements as they apply to the company.

Share Options

Indemnification and insurance of directors and officers

In accordance with the constitution, except as may be prohibited by the Corporations Act 2001, every officer of the Company shall be indemnified out of the property of the Company against any liability incurred by him in his capacity as officer 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. The terms of the policy prevent disclosure of the amount of the premium payable and the level of indemnification under the insurance contract.

Indemnification of auditors

Unissued shares

At the date of this report, there were 135,123,232 unissued ordinary shares under options. Refer to the remuneration report for further details of options outstanding for Key Management Personnel (KMP).

Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related body corporate.

Shares under option

75,000,000 were issued at $0.00001 at an exercise price of $0.007, and an expiry date of 26 April 2023;

50,123,232 at an exercise price of between $0.005 - $0.009, and an expiry date of 3 May 2022; and

10,000,000 at an exercise price of $0.015, and an expiry date of 30 June 2020.

Other than stated above, during or since the end of the reporting period there have been no other share options issued.

Shares issued as a result of the exercise of options

During or since the end of the reporting period, the Company did not issue any ordinary shares as a result of the exercise of options.

To the extent permitted by law, the Company has agreed to indemnify its auditors, Grant Thornton Audit��, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Grant Thornton Audit ��during or since the financial year.

Proceedings on behalf of the Company

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of these proceedings.

The Company 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 is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The directors ensure that:

Non-audit services are reviewed and approved by the directors to ensure that the provision of such services does not adversely affect the integrity and objectivity of the auditor; and
Audit services do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.

The total remuneration for audit and non-audit services provided during the current financial year is set out in notes of the financial statements.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

REMUNERATION REPORT (AUDITED)

INTRODUCTION

The Directors of Auteco Minerals Ltd (formerly Monax Mining Limited)present the Remuneration Report (the Report) for the Company and its controlled entities for the year ended 30 June 2019. This Report forms part of the Directors’ Report and has been audited in accordance with section 300A of the Corporations Act 2001 . The Report details the remuneration arrangements for Auteco Minerals Ltd’s key management personnel (KMP):

Non-Executive Directors (NEDs); and
Executive Director.

KMP are those persons who, directly or indirectly, have authority and responsibility for planning, directing and controlling the major activities of the Company.

The table below outlines the KMP of the Company and their movements during year:

NAME	POSITION	TERM AS KMP
Samuel Brooks	Executive Director	From 30 November 2018
Michael Naylor	Non-Executive Director	From 30 November 2018
	Non-Executive Director	From 30 November 2018
Ian Gordon
	Managining Director	Ceased on 30 November 2018
Paul Payne	Non-Executive Director	Ceased on 18 January 2019
Glenn Davis	Chairman and Non-Executive Director	Ceased on 30 November 2018

There were no other changes to KMP after reporting date and before the date the financial report was authorised for issue.

Remuneration Governance

The Board has decided there are no efficiencies to be gained from forming a separate remuneration committee and hence the current board members carry out the roles that would otherwise be undertaken by a remuneration committee with each director excluding themselves from matters in which they have a personal interest.

The Board considers and recommends compensation arrangements for the Non-Executive Directors and the Executive Director; remuneration policies and practices; retirement termination policies and practices; Company share schemes and other incentive schemes; Company superannuation arrangements and remuneration arrangements for members of the Board.

The Board obtains professional advice where necessary to ensure that the Company attracts and retains talented and motivated directors, executives and employees who can enhance Company performance through their contributions and leadership.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

Remuneration Framework

The Board recognises that the Company’s performance and ultimate success in project delivery depends very much on its ability to attract and retain highly skilled, qualified and motivated people in an increasingly competitive remuneration market. At the same time, remuneration practices must be transparent to shareholders and be fair and competitive taking into account the nature and size of the organisation and its current stage of development.

The approach to remuneration has been structured with the following objectives:

to attract and retain a highly skilled executive team who are motivated and rewarded for successfully delivering the short and long-term objectives of the Company, including successful project delivery;
to link remuneration with performance, based on long-term objectives and shareholder return, as well as critical short-term objectives which are aligned with the Company’s business strategy;
to set clear goals and reward performance for successful project development in a way which is sustainable, including in respect of health and safety, environment and community-based objectives;
to be fair and competitive against the market;
to preserve cash where necessary for exploration, by having the flexibility to attract, reward or remunerate executives with an appropriate mix of equity-based incentives;
to reward individual performance and Company performance thus promoting a balance of individual performance and teamwork across the executive management team and the organisation; and
to have flexibility in the mix of remuneration, including offering a balance of conservative long-term incentive instruments such as options to ensure executives are rewarded for their efforts, but also share in the upside of the Company’s growth and are not adversely affected by tax consequences.

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2019 mix of remuneration for Direcotrs and KMP
100% percentage of total remuneration
80%
60%
Short term (STI)
Long term (LTI) 40%
Fixed remuneration
20%
0%
Michael Naylor Samuel Brooks Ian Gordon Paul Payne Glenn Davis
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The remuneration framework provides a mix of fixed and variable “at risk” remuneration and a blend of short and longterm incentives.

The remuneration for executives has three components:

Fixed remuneration, inclusive of superannuation and allowances;
Short Term Incentives (“STI”) under a performance based cash bonus incentive plan; and
Long Term Incentives (“LTI”) non-cash share based payments.

These three components comprise each executive’s total annual remuneration.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

EXECUTIVE REMUNERATION

Fixed Remuneration

The Executive Director receives a fixed base cash salary, other associated benefits and superannuation guarantee contribution required by Australian legislation which was 9.5% at 30 June 2019. No other retirement benefits are offered.

Fixed remuneration is set by the Board each year and is based on market relativity and individual performance. In setting fixed remuneration for executives, individual performance, skills, expertise and experience are also taken into account to determine where the executive’s remuneration should sit within the market range. Where appropriate, external remuneration consultants will be engaged to assist the Board to ensure that fixed remuneration is set to be consistent with market practices for similar roles.

Fixed remuneration for executives will be reviewed annually to ensure each executive’s remuneration remains fair and competitive. However, there is no guarantee that fixed remuneration will be increased in any service contracts for executives.

Short Term Incentives

The Executive Director is eligible to earn short-term cash bonuses upon achievement of significant performance-based outcomes aligned with the Company’s strategic objectives at that time. These performance-based outcomes are considered to be an appropriate link between executive remuneration and the potential for creation of shareholder wealth. Given the Company’s current cash position, no short term incentives were paid during the year.

Long Term Incentives

The objective of the LTI plan is to reward executive and Non-Executive Directors in a manner which aligns this element of remuneration with the creation of shareholder wealth. As such LTIs are made to the Directors who are able to influence the generation of shareholder wealth and thus have an impact on the Company’s performance.

To preserve cash for exploration and project generation, the Executive and Non-Executive Director’s were issued Share Options in April 2019 which were approved by shareholders on 29 March 2019 .

The Company prohibits directors or executives from entering into arrangements to protect the value of any Auteco shares, options or performance rights that the director or executive has become entitled to as part of his/her remuneration package. This includes entering into contracts to hedge their exposure.

The following table sets out the number of share options granted to Directors during the year:

Name	Options
Samuel Brooks	10,000,000
Michael Naylor	16,000,000
Ian Gordon	10,000,000

The Company also has an Employee Share Option Plan approved by shareholders that enables the Board to offer eligible employee options to acquire ordinary fully paid shares in the Company. Under the terms of the Plan, options to acquire ordinary fully paid shares may be offered to the Company’s eligible employees at no cost unless otherwise determined by the Board in accordance with the terms and conditions of the Plan.

The objective of the Plan is to align the interests of employees and shareholders by providing employees of the Company with the opportunity to participate in the equity of the Company as an incentive to achieve greater success and profitability for the Company and to maximise the long term performance of the Company.

Non-Executive Remuneration

Non-Executive Directors’ fees are paid within an aggregate limit which is approved by the shareholders from time to time. Retirement payments, if any, are determined in accordance with the rules set out in the Company’s Constitution and the Corporations Act at the time of the director’s retirement or termination. Non-Executive Directors’ remuneration may include an incentive portion consisting of bonuses and/or options, as considered appropriate by the Board.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

Maximum aggregate amount

The aggregate remuneration, and the manner in which it is apportioned amongst Non-Executive Directors, is reviewed annually. The Board considers the amount of director fees being paid by comparable companies with similar responsibilities and levels of experience of the Non-Executive Directors when undertaking the annual review process. The current maximum amount of Non-Executive Directors’ fees payable is fixed at $300,000 in total, for each 12 month period commencing 1 July each year, until varied by ordinary resolution of shareholders.

Director share and option plans

There were no shares issued to Directors during the year ended 30 June 2019.

36,000,000 Share options were issued to Directors during the year ended 30 June 2019.

Use of remuneration advisors

During the year ended 30 June 2019 the Board did not engage the services of remuneration consultants.

Voting and comments made at the company’s last Annual General Meeting

Auteco Minerals Ltd (formerly Monax Mining Limited)received more than 98% of ‘yes’ votes on its remuneration report for the 2018 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

Consequences of Performance on Shareholder Wealth

In considering the Company’s performance and benefits for shareholder wealth, the Board has regard to the following indices in respect of the past five years including the current financial year:

	30 June 2019	30 June 2018	30 June 2017	30 June 2016	30 June 2015
Net loss after tax	(932,937)	(1,404,567)	(1,579,545)	(624,209)	(7,003,714)
Share price at end of year ($)	0.005	0.003	0.005	0.012	0.0074
Basic loss per share (cents)	(0.110)	(0.241)	(0.352)	(0.025)	(3.39)

Executive employment agreements

Samuel Brooks

The Company has entered into an executive services agreement with Samuel Brooks to provide executive services.

A summary of the key terms is as follows:

the Company will pay a salary of $40,000 per annum (plus statutory superannuation) from 1 January 2019; and
the Company may in its sole discretion terminate the employment of Samuel Brooks by giving 6 months written notice.

Ian Gordon

Managing Director, has an employment services agreement of $160,000 per annum (plus statutory superannuation) which ceased as of 30 November 2018 and continued on as Non-Executive Director.

Directorship, Company Secretary and financial management services agreement

The Company has an agreement with Blue Leaf Corporate Pty Ltd for the provision of Non-Executive Directorship, Company Secretarial and financial management services to the Company. At the time of entering into the Blue Leaf Agreement, Blue Leaf was a related party of the Company by virtue of being controlled by a-Director of the Company, Mr Michael Naylor. The Company confirms that the Blue Leaf Agreement was negotiated on arm's length terms.

The Blue Leaf Agreement commenced in April 2019 and will continue until terminated by mutual agreement or either party on 90 days' written notice. The company will pay Blue Leaf fees of $5,000 per month (plus GST). The Blue Leaf Agreement contains additional provisions considered standard for agreements of this nature.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

STATUTORY AND SHARE-BASED REPORTING

KMP remuneration for the year ended 30 June 2019

SHORT TERM BENEFITS	SHORT TERM BENEFITS	SHORT TERM BENEFITS	POST EMPLOYMENT	SHARE- BASED PAYMENT (non-cash)
	Salary/fees $	Annual Leave $	Super- annuation Benefits $			Performance based % of remuneration

				Options5	Total
				$	$
Non-Executive Directors
Michael Naylor1	15,000	-	-	87,734	102,734	85
Ian Gordon2	92,000	6,154	9,621	54,834	162,609	34
Executive Director
Samuel Brooks1	20,000	615	1,958	54,834	77,40�	71
Former Directors
Paul Payne3	21,432	-	2,036	-	23,468	-
Glenn Davis4	15,000	-	-	-	15,000	-
Total	163,432	6,769	13,615	197,402	381,218	52

1 Appointed on 30 November 2018.

2 From 30 November 2018 and ceased as Managing Director on 30 November 2018.

3 Resigned on 18 January 2019. 4 Resigned on 30 November 2018. 5 There were 36,000,000 options granted as non-cash share based payments to KMPs as compensation during the current year. There were no options exercised by KMPs during the year. All options refer to options over ordinary shares of Auteco Minerals Ltd, which are exercisable on a one-for-one basis. Details of options granted as compensation in previous years and which have vested during or remain outstanding at the end of the year are provided on page 14.

STATUTORY AND SHARE-BASED REPORTING

KMP remuneration for the year ended 30 June 2018

	SHORT TERM BENEFITS	SHORT TERM BENEFITS	POST EMPLOYMENT	SHARE- BASED PAYMENT (non-cash)
	Salary/fees $	Annual Leave $	Super- annuation Benefits $	Options $	Total $	Performance based % of remuneration
Directors
Glenn Davis1	36,000	-	-	-	36,000	-
Ian Gordon2	130,968	6,056	12,442	43,400	192,866	23
Paul Payne3	8,468	-	-	-	8,468	-
Gary Ferris4	19,000	-	-	-	19,000	-
Total	194,436	6,056	12,442	43,400	256,334	17

1 Director’s fees $36,000 for Mr Davis are payable to a related entity of the Director. Mr Davis hasn’t been paid since 1 July 2017. 2 Ian Gordon appointed 1 October 2017. 3 Paul Payne appointed 20 March 2018. 4 Gary Ferris resigned as Managing Director 2 August 2017.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

KMP option to acquire shares

The number of options to acquire shares in the Company held during the 2019 reporting period by each key management personnel of the Group; including their related parties are set out below.

	Held at 1July 2018	Balance at appointment	Granted as compensation1	Held at 30 June 2019	Vested and exercisable at 30 June 2019
Executive


Samuel Brooks	-	-	10,000,000	10,000,000	10,000,000
Non-Executive


Michael Naylor	-	-	16,000,000	16,000,000	16,000,000
Ian Gordon	10,000,000	-	10,000,000	20,000,000	20,000,000
Total	10,000,000	-	36,000,000	36,000,000	36,000,000

1 Each option entitles the holder to subscribe for one share upon exercise of the option. The options have an exercise price of $0.007 per option and expire on 26 April 2023.

KMP shareholdings

	Held at 1July 2018	Balance at appointment	Purchases	Balance at resignation	Held at 30 June 2019
Executive
Samuel Brooks	-	30,000,000	-	-	30,000,000
Non-Executive
Michael Naylor	-	52,027,853	-	-	52,027,853
Ian Gordon	6,635,255	-	5,000,000	-	11,635,255
Former Non-Executive
Paul Payne	-	-	4,000,000	4,000,000	-
Glenn Davis	3,275,455	-	-	3,275,455	-
Total	9,910,710	82,027,853	9,000,000	7,275,455	93,663,108

AUTECO MINERALS LTD // ANNUAL REPORT 2019

Expected volatility	118.48%	172.25%	172.25%	172.25%
Risk free rate	1.5%	1.34%	1.34%	1.34%
		54,834	87,734	54,834
Value of options granted during the year ($)2	43,400

Exercise price ($)		0.007		0.007
	0.015		0.007

Fair value of option at grant date ($)		0.006		0.006
	0.004		0.006

Expiry date		26-Apr-23		26-Apr-23
	30-Jun-20		26-Apr-23

Vesting date		29-Mar-19		29-Mar-19
	24-Nov-17		29-Mar-19

Grant date		29-Mar-19		29-Mar-19
	24-Nov-17		29-Mar-19

Granted during the year		10,000,0001		10,000,0001
	10,000,000		16,000,0001

Financial year		2019		2019
	2018		2019

Name		Samuel Brooks		Ian Gordon
	Ian Gordon		Michael Naylor

Loans to key management personnel

There were no loans to key management personnel of the Company, including their personally related parties, as at 30 June 2019.

Other transactions and balances with KMP and their related parties

Glenn Davis

DMAW Lawyers, a legal firm of which Mr Glenn Davis is a Principal provided legal and advisory services to the Group during the year ended 30 June 2019, $2,679 GST inc, (2018: $2,198 GST inc) and paid cash $52,800 (GST inc.) for Director fees from August 2017 to 30 November 2018. As at 30 June 2019, all invoices received were paid in full (2018: $36,300 GST inc).

Paul Payne

Payne Geological Services Pty Ltd, a consulting firm of which Mr Paul Payne is a Director previously provided geological consulting services to the Group, during the financial year ended 30 June 2019, Nil, (2018: $21,186 GST inc). As at 30 June 2019, there were no invoices outstanding (2018: nil).

Michael Naylor

Blue Leaf Corporate Pty Ltd, a company which Mr Naylor is a Director of provided accounting , company secretary services and rendered director fees to the Group, during the year ended 30 June 2019, $16,500 GST inc (2018: Nil). As at 30 June 2019, there was an outstanding invoice of $5,500 GST inc.

There were no other transactions and balances with key management personnel of the Company, including their personally related parties, as at 30 June 2019.

END OF REMUNERATION REPORT

Auditor’s independence declaration

The lead auditor’s independence declaration for the period from incorporation to 30 June 2019 has been received and is attached to this Directors’ Report.

Signed in accordance with a resolution of the Board of Directors.

Mr Samuel Brooks Executive Director Perth, WA - dated 30 September 2019

AUTECO MINERALS LTD // ANNUAL REPORT 2019

CORPORATE GOVERNANCE

The directors of Auteco Minerals Ltd believe that effective corporate governance improves company performance, enhances corporate social responsibility and benefits all stakeholders. Changes and improvements are made in a substance over form manner, which appropriately reflect the changing circumstances of the company as it grows and evolves. Accordingly, the Board has established a number of practices and policies to ensure that these intentions are met and that all shareholders are fully informed about the affairs of the Company. The Company reviews all of its corporate governance practices and policies on an annual basis to ensure they are appropriate for the Company’s current stage of development. This year, the review was made against the new ASX Corporate Governance Council’s Principles and Recommendations (third edition) which became effective for financial years commencing on or after 1 July 2014.

The Board has reviewed and approved its revised Corporate Governance Statement on 30 September 2019 and is available on the Company’s website at www.autecominerals.com.au.

The Company has a corporate governance section on the website which includes details on the company’s governance arrangements and copies of relevant policies and charters.

COMPETENT PERSONS STATEMENT

Information in this report that relates to exploration results is based on, and fairly represents, information and supporting documentation prepared by Mr Sam Brooks, an Executive Director of Auteco Minerals Ltd. Mr Brooks is a Member of the Australian Institute of Geoscientists. Mr Brooks 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 (or “CP”) as defined in the 2012 Edition of the Australasian Code for Reporting of Information in this report that relates to mineral resources. Mr Brooks is an employee and holds securities in Auteco Minerals Ltd and consents to the inclusion in this report of all technical statements based on his information in the form and context in which they appear.

FORWARD LOOKING STATEMENT

Forward Looking Information

Certain statements in this report constitute statements relating to intentions, future acts and events. Such statements are generally classified as “forward-looking statements” and involve known and unknown risks, uncertainties and other important factors that could cause those future acts, events and circumstances to differ materially from what is presented or implicitly portrayed herein. The Company gives no assurances that the anticipated results, performance or achievements expressed or implied in these forward-looking statements will be achieved.

NOTES

Refer ASX announcement on the said date for full details.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

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Central Park, Level 43 152-158 St Georges Terrace Perth WA 6000

Correspondence to: PO Box 7757 Cloisters Square Perth WA 6000

T +61 8 9480 2000 F +61 8 9480 2050 E [email protected] W www.grantthornton.com.au

Auditor’s Independence Declaration

To the Directors of Auteco Minerals Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Auteco Minerals Limited for the year ended 30 June 2019, I declare that, to the best of my knowledge and belief, there have been:

a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.

==> picture [116 x 40] intentionally omitted <==

GRANT THORNTON AUDIT PTY LTD

Chartered Accountants

==> picture [111 x 45] intentionally omitted <==

L A Stella Partner – Audit & Assurance

Perth, 30 September 2019

Grant Thornton Audit Pty Ltd ACN 130 913 594

www.grantthornton.com.au

a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.

Liability limited by a scheme approved under Professional Standards Legislation.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2019

	Note	2019 $	2018 $
Other revenue		6,993	6,493
Gain on disposal of asset		-	17,240
		6,993	23,733

Accountingand audit		(25,777)	(34,323)
Consultants and contractors	4	(102,154)	(158,990)
Depreciation and amortisation		(1,760)	(2,406)
Director fees		(58,583)	(52,693)
Employee benefits expenses		(108,715)	(140,111)
Impairment expense	13	(63,634)	(889,692)
Listingand compliance		(55,600)	(37,676)
Office rental & outgoings		(20,864)	(26,641)
Share basedpayments		(468,196)	(43,400)
Other expenses		(34,647)	(30,145)
		(939,930)	(1,416,077)

Loss before income tax expense		(932,937)	(1,392,344)
Income tax expense	5	-	(12,223)
Loss after income tax expense		(932,937)	(1,404,567)

Total comprehensive loss for theyear		(932,937)	(1,404,567)

Loss attributed to members of theparent entity		(932,937)	(1,404,567)

Total comprehensive loss for the year attributed to members of the parent entity		(932,937)	(1,404,567)

Loss per share attributable to the
Members of Auteco Minerals Limited
Basic earningsper share(cents)	7	(0.110)	(0.241)
Diluted earningsper share(cents)	7	(0.110)	(0.241)

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

AUTECO MINERALS LTD // ANNUAL REPORT 2019

CONSOLIDATED STATEMENT OF

FINANCIAL POSITION

FOR THE YEAR ENDED 30 JUNE 2019

Note	2019 $ 2018 $
ASSETS
Current assets
Cash and cash equivalents 8	728,055 375,416
Other receivables 9	14,821 29,980
Prepayments	11,875 11,126
Total current assets	754,751 416,522

Non-current assets
Plant and equipment 10	3,353 9,596
Exploration and evaluation assets 13	44,638 55,289
Total non-current assets	47,991 64,885

Total assets	802,742 481,407

LIABILITIES
Current liabilities
Trade and other payables 14	52,399 113,681
Employee provisions 15	674 6,056
Total current liabilities	53,073 119,737

Total liabilities	53,073 119,737

Net assets	749,669 361,670

EQUITY
Contributed equity 16.1	24,978,682 24,126,692
Reserves 16.2	512,346 85,565
Accumulated losses	(24,741,359) (23,850,587)
Total equity	749,669 361,670

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

AUTECO MINERALS LTD // ANNUAL REPORT 2019

CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2019

			Share
			based
	Contributed	Accumulated	payment
	equity	losses	reserve	Total
	$	$	$	$
Balance at 30 June 2017	23,084,761	(22,446,020)	42,165	680,906
Loss for the year	-	(1,579,545)	-	(1,579,545)
Other comprehensive income	-	-	-	-
Total comprehensive loss for the year	-	(1,579,545)	-	(1,579,545)
Transactions with owners in
theircapacity as owners
Shares issued during the year	1,065,643	-	-	1,065,643
Share based payments	32,833	-	-	32,833
Fair value of options issued to employees	-	-	43,400	43,400
Share based payments	-			-
Share issue expense	(56,545)	-	-	(56,545)
Balance at 30 June 2018	24,126,692	(23,850,587)	85,565	361,670
Loss for the year	-	(932,937)	-	(932,937)
Other comprehensive income	-	-	-	-
Total comprehensive loss for the year	-	(932,937)	-	(932,937)
Transactions with owners in
theircapacity as owners
Shares issued during the year	860,000	-	-	860,000
Share options expired	-	42,165	(42,165)	-
Share based payments	-	-	468,946	468,946
Share issue expense	(8,010)	-	-	(8,010)
Balance at 30 June 2019	24,978,682	(24,741,359)	512,346	749,669

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

AUTECO MINERALS LTD // ANNUAL REPORT 2019

CONSOLIDATED STATEMENT OF

CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2019

	Note	2019 $	2018 $

Cash flows from operating activities
Cash payments to suppliers and employees		(441,131)	(565, 263)
Interest received		6,877	6,493
Net cash (used in) operating activities	8.1	(434,254)	(558,770)

Cash flows from investing activities
Payments for plant and equipment		(1,054)	(5,231)
Payments for exploration and evaluation assets		(59,281)	(620,787)
Proceeds from sale of plant and equipment		-	30,580
Proceeds from sale of mining tenements		-	44,000
Other (security deposit)		(5,513)	-
Net cash (used in) investing activities		(65,848)	(551,438)

Cash flows from financing activities
Proceeds from issue of shares and options		860,750	1,065,643
Payments associated with issue of shares		(8,009)	(81,072)
Net cash provided by financing activities		852,741	984,571

Net increase/(decrease) in cash held		352,639	(125,637)

Cash at the beginning of the financial year		375,416	501,053

Cash at the end of the financial year	8	728,055	375,416

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

AUTECO MINERALS LTD // ANNUAL REPORT 2019

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2019

1. COMPANY INFORMATION

The consolidated financial statements of Auteco Minerals Ltd (formerly Monax Mining Limited) and its subsidiaries (collectively, “the Group”) for the year ended 30 June 2019 were authorised for issue in accordance with a resolution of the directors on 30 September 2019.

Auteco Minerals Ltd (“the Company” or “Auteco”) is a for profit company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. It has activities in Western Australia, with the country of domicile being Australia and the registered office located in Australia.

The nature of the operations and principal activities of the Group are described in the directors’ report. Information on the Group structure is provided in note 12 and details of other related party relationships is provided in note 17.

2. BASIS OF PREPARATION

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board.

The financial report has been prepared on an accrual’s basis under the historical cost convention.

The financial report complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

3. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements comprise the financial statements of the Group. A list of controlled entities at year-end is provided in note 12.

The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting that may exist.

In preparing the consolidated financial statements, all inter-company balances and transactions, income and expenses and profits and losses resulting from intra-Group transactions have been eliminated. Subsidiaries are consolidated from the date on which control is obtained to the date on which control is disposed. The acquisition of subsidiaries is accounted for using the acquisition method of accounting.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

4. CONSULTANTS AND CONTRACTORS

	2019 $ 2018 $
Accountingand secretarial services	93,447 79,185
Corporate consulting	- 75,505
Legal fees	8,707 4,300
	102,154 158,990

5. INCOME TAX EXPENSE

Reconciliation of tax benefit/expense and the accounting loss multiplied by Australia’s domestic tax rate:

	2019 $ 2018 $
Accounting loss before tax	(932,937) (1,392,344)
Domestic tax rate for Auteco Minerals Ltd 27.5% (2018:27.5%)	(256,558) (386,256)
Expenditure not allowed for income tax purposes	(28,673) 232,442
Tax losses available to offset against future taxable income	154,107 7,110.44
Deferred Tax Liabilities	(15,357) (190,130)
Benefit of tax losses and timing differences not brought to account as anasset	146,481 324,611
Income tax (benefit)/expense	- (12,223)
Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognised are attributable to the following:
Unrecognised deferred tax asset tax losses	(146,481) (324,611)
Unrecognised deferred tax asset other	277,610 308,487
Unrecognised deferred tax liability as a result of other	15,357 190,130
	146,486 174,006

6. AUDITORS’ REMUNERATION

6. AUDITORS’ REMUNERATION	6. AUDITORS’ REMUNERATION
Amountsreceived ordue andreceivable by GrantThornton AuditPtyLtdfor:
	2019	2018
	$	$
Audit or review of t��	25,777	34,323

AUTECO MINERALS LTD // ANNUAL REPORT 2019

7. LOSS PER SHARE

	2019	2018
	$	$
Net loss attributable to ordinary shareholders of the Company	(932,937)	(1,404,567)
Weighted average number of ordinary shares outstanding during the yearusedincalculationofbasic and dilutedloss pershare	850,519,445	582,907,963
Lossper share(centsper share)	(0.110)	(0.241)

Loss per share is calculated by dividing the loss for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year.

135,123,232 share options outstanding at 30 June 2019 (2018: 11,200,000) have not been included in determining the diluted loss per share as they are not considered to be dilutive due to the loss position of the Company for years ended 30 June 2019 and 2018.

8. CASH AND CASH EQUIVALENTS

	2019	2018
	$	$
Cash at bank and on hand	728,055	256,467
Term deposits	-	118,949
	728,055	375,416

8.1 Reconciliation of cash flows used in operating activities
Loss for theyear	(932,937)	(1,404,567)
Adjustments for:
Depreciation and amortisation	1,760	2,406
Share basedpayments	468,196	43,400
Impairment of exploration asset	63,634	889,692
Other	5,016	(5,017)
*Changes in assets and liabilities*
Change in trade and other receivables	20,299	22,087
Change in other assets	(379)	52,195
Movement inprovisions	(5,382)	6,056
Change in trade and otherpayables	(54,461)	(165,022)
Net cash used in operating activities	(434,254)	(558,770)

9. OTHER RECEIVABLES

	2019	2018
	$	$
Current
Goods and services taxation receivable	1,008	21,147
Securitydeposits	5,513	-
Other receivables	8�300	8,833
	14,821	29,980

AUTECO MINERALS LTD // ANNUAL REPORT 2019

10. PROPERTY, PLANT AND EQUIPMENT

	2019	2018
	$	$
At cost	4,541	85,845
Accumulated depreciation	(1,188)	(76,249)
Net carrying amount	3,353	9,596

Movement in the carrying amounts for each class of property, plant and equipment between the beginning ��

Balance at 1July	9,596	18,271
Additions	1,054	4,755
Disposals	(6,183)	(10,560)
Depreciation expense	(1,114)	(2,870)
Balance at 30June	3,353	9,596

11. INVESTMENTS IN ASSOCIATES

Interests are held in the following associated companies.

	Principal	Country of				Carrying	amount of
Name	activities	incorporation	Shares	Ownership	interest	investment
Unlisted				2019	2018	2019	2018
Groundhog Partnership	Administration services	n/a	n/a	50%	50%	-	-

12. CONSOLIDATED GROUP INFORMATION

The financial statements of the Group include the following subsidiaries:

		Country of incorporation	Percentage	owned (%)
			2019	2018
Monax AlliancePtyLtd		Australia	100	100

AUTECO MINERALS LTD // ANNUAL REPORT 2019

13. EXPLORATION AND EVALUATION ASSETS

2019 2018
$ $
Exploration and evaluation expenditure carried forward:
Carrying amount as at 1July 55,289 381,368
Capitalised expenditure at cost 52,983 603,613
Sale of interest - (40,000)
Exploration and evaluation expenditure written off (63,634) (889,692)(1)
Carrying amount as at 30June 44,638(2) 55,289
Recoverability of the carrying amount of exploration and evaluation assets is dependent on the successful
development and commercial exploitation of areas of interest and the sale of minerals, or the sale of the
respective areas of interest.
1The impairment of the exploration asset in 2018 relates predominantly to the impairment within the
Gawler Craton, Croydon, Percyville and Western Queen area of Interest.
2Joint Venture
The carrying amount at 30 June 2019 is in relation Limestone Well Project. The Company entered a
farm-in and joint venture agreement with Mithril Resources to earn up to 80 per cent of Mithril’s
Limestone Well 20/846 and 51/1069 tenements in Western Australia.
The Company has considered the current market conditions, the finances of the Company in the
foreseeable future and the prioritisation of projects and has determined that based on a review of the
underlying projects, the carrying value of the asset is unrecoverable. The asset was impaired to the
value the company believes it is readily able to explore or obtain interest in from a third party.

14. TRADE AND OTHER PAYABLES

	2019 $	2018 $
Tradepayables	34,179	25,036
Otherpayables and accruals	18,220	34,870
Amounts payable toDirectors and their related entities*	-	53,775
	52,399	113,681

Details of amounts payable to Director related entities are provided in the Remuneration Report section of the Directors’ Report.

15. PROVISIONS

	2019 $	2018 $
Employeeleave benefits	674	6,056

AUTECO MINERALS LTD // ANNUAL REPORT 2019

16. CONTRIBUTED EQUITY AND RESERVES

16.1 Contributed Equity

	30 June 2019	30 June 2019	30 June 2018 30 June 2019	30 June 2018
		Shares	Shares $	$
Fully paid ordinary shares	1,002,464,650		722,464,650 24,978,682	24,126,692

Movement in ordinary shares on issue			Number of Shares	$
Balance at of 1 July 2017			��	23,084,761
Shares issued			��	1,065,643
Westralian Diamond Drillers Pty Ltd for drilling services undertaken at the Western Queen Project			4,690,486	32,833
Share issuance costs			-	(56,545)
Balance at 30 June 2018			722,464,650	24,126,692
Shares issued			280,000,000	860,000
Share issuance costs			-	(8,010)
Balance at 30 June 2019			1,002,464,650	24,978,682

16.2 Reserve

The Share Based Payments Reserve records the fair value of the options issued to Directors, employees, consultants and other third-parties.

Movement in share based payment reserve	2019 $	2018 $
Balance at beginning of the year	85,565	42,165
Share based payment transactions
- Share options issued	468,946	43,400
Transfer out of reserve upon:
- Cancellation of options	(42,165)	-
Balance at the end of the year	512,346	85,565

AUTECO MINERALS LTD // ANNUAL REPORT 2019

16.3 Share Options

Share options granted during the year and the fair value of share options granted is determined using the Black-Scholes option pricing model with the following inputs:

Issued during year ended 30 June 2019

	Grant		Fair value	Option	Risk Free
	date and		of option at	exercise	Interest	Expected
	Vesting	Expiry	grant date	Price	Rate	Volatility(1)	Total
Number	date	date	($)	($)	(%)	(%)	Value
75,000,000	29/03/2019	26/04/2023	0.00548	0.007	1.34	172.25	411,254
12,530,8082	09/04/2019	3/05/2022	0.00527	0.005	1.29	169.93	66,005
12,530,8082	09/04/2019	3/05/2022	0.00527	0.007	1.29	169.93	64,309
12,530,8082	09/04/2019	3/05/2022	0.00527	0.008	1.29	169.93	63,579
12,530,8082	09/04/2019	3/05/2022	0.00527	0.009	1.29	169.93	62,908

(1) The expected life is based on historical data and is not necessarily indicative of exercise patterns that may occur.

(2) The fair value of the options is amortised over the 12 month vesting period.

Issued in prior year ended 30 June 2018

	Grant		Fair value	Option	Risk Free
	date and		of option at	exercise	Interest	Expected
	Vesting	Expiry	grant date	Price	Rate	Volatility(1)	Total
Number	date	date	($)	($)	(%)	(%)	Value
10,000,000	24/11/2017	30/06/2020	0.004	0.015	1.5	118.48	43,400

(1) The expected life is based on historical data and is not necessarily indicative of exercise patterns that may occur.

The following tables illustrates options movement during the year ended 30 June 2019:

		Exercise
	Date of	Price	Balance			Balance	Vested
Grant Date	Expiry	(cents)	1 July 18	Granted	Lapsed	30 June 19	30 June 19
12/05/2015	12/05/2020	0.026	1,200,000	-	(1,200,000)	-	-
24/11/2017	30/06/2020	0.015	10,000,000	-	-	10,000,000	10,000,000
29/03/2019	26/04/2023	0.007	-	75,000,000	-	75,000,000	75,000,000
09/04/2019	03/05/2022	0.005	-	12,530,808	-	12,530,808	12,530,808
09/04/2019	03/05/2022	0.007	-	12,530,808	-	12,530,808	12,530,808
09/04/2019	03/05/2022	0.008	-	12,530,808	-	12,530,808	12,530,808
09/04/2019	03/05/2022	0.009	-	12,530,808	-	12,530,808	12,530,808
		TOTAL	11,200,000	125,123,232	(1,200,000)	135,123,232	135,123,232

AUTECO MINERALS LTD // ANNUAL REPORT 2019

16.4 Share-based payments

The Company seeks to incentivise staff and consultants to remain with the Group and to improve the longer-term performance of the Company and its return to shareholders. This is achieved through the issue of a combination of shares and options.

There were options issued during the year ended 30 June 2019.

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year.

Listed below are summaries of options granted:

	2019		2018
	Number	WAEP	Number	WAEP
Outstanding at 1July	11,200,000	0.0162	1,525,000	0.0318
Issued duringtheyear	125,123,232	0.0066	10,000,000	0.0134
Exercised/expired during the year	(1,200,000)	0.0028	(325,000)	0.0113
Outstandingat 30June	135,123,232	0.0077	11,200,000	0.0162
Exercisable at 30June	135,123,232		11,200,000

17. RELATED PARTIES

Key management personnel

Names and positions of key management personnel in office at any time during the financial year:

Samuel Brooks	Executive Director	From 30 November 2018
Michael Naylor	Non-Executive Director	From 30 November 2018
	Non-Executive Director	From 30 November 2018
Ian Gordon
	ManaginingDirector	Ceased on30November 2018
Paul Payne	Non-Executive Director	Ceased on 18 January 2019
Glenn Davis	Chairman and Non-Executive Director	Ceased on 30 November 2018

The following table provides a summary of the nature and amount of the elements of key management personnel remuneration for the year.

	2019	2018
	$	$
Short-term employee benefits	170,201	200,492
Post-employment benefits	13,615	43,400
Share-based payments (non-cash)	197,402	12,442
	381,218	256,334

Information regarding individual directors and executive’s compensation and some equity instruments are required to be disclosed by s300A of the Corporations Act and Corporations Regulations 2M.3.03 and are provided in the Remuneration Report section of the Directors’ Report.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

18. FINANCIAL INSTRUMENTS

18.1 Financial Risk Management

The Group is exposed to a variety of financial risks, including market risk, credit risk and liquidity risk.

The Group’s financial instruments consist of cash and deposits with banks, other receivables and accounts payable. No trading in any financial instruments is undertaken.

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital.

18.2 Risk Management Framework

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.

The Group’s principal financial instruments comprise cash and short-term deposits. The Group has various other financial instruments such as trade debtors and trade creditors, which arise

directly from its operations. It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken.

18.3 Credit Risk

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

The Group holds the majority of its cash and cash equivalents with banks and financial institution counterparties with acceptable credit ratings of A1+ or above. As part of managing its credit risk on cash and cash equivalents, the majority of funds are held in Australian banks, which have the higher credit rating amongst the banks and financial institution counterparties.

The carrying amount of financial assets represents the maximum credit exposure. The maximum credit exposure to credit risk at the end of the reporting period was as follows:

Carrying Amount	Note	2019 $	2018 $
Cash and cash equivalents	8	728,055	375,416
Other receivables	9	14,821	29,980
		742,876	405,396

None of the Group’s trade and other receivables are past due as at 30 June 2019

18.4 Liquidity risk

Liquidity risk arises from the possibility that the Company might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities.

The Company manages liquidity risk by monitoring forecast cash flows, only investing surplus cash with major financial institutions; and comparing the maturity profile of financial liabilities with the realisation profile of financial assets.

The Board meets on a regular basis to analyse financial risk exposure and evaluate treasury management strategies in the context of the most recent economic conditions and forecasts. The Board’s overall risk management strategy seeks to assist the Company in managing its cash flows. Financial liabilities are expected to be settled within 12 months.

Carrying amount $	Contractual cashflows
	Total $ Six months or less $ Six to 12 months $ One to two years $ Two to five years $
30June 2019
Non-derivative financial liabilities
Trade and otherpayables 52,399	52,399 52,399 - - -
30 June 2018
Non-derivative financial liabilities
Trade and otherpayables 113,681	113,681 113,681 - - -

AUTECO MINERALS LTD // ANNUAL REPORT 2019

18.5 Market Risk

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

(a) Currency Risk

The Group is not exposed to significant foreign currency risk on transactions that are denominated in a currency other than the respective functional currencies of the group entities being the Australian Dollar (AUD).

(b) Interest Rate Risk

The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s cash deposits.

The interest-bearing cash at bank and the respective interest rates as at each balance sheet date are:

	2019	2018
Cash and cash equivalents	$728,055	$375,416
Interest rate	0.95% and2.52%	1.05% and2.65%

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets or liabilities at fair value through profit or loss. Therefore, a change in market interest rates at reporting date would not affect profit or loss.

The sensitivity analysis following table illustrates the impact of 100 basis points in variable interest rates, with all other variables held constant, would have resulted in an increase/(decrease) in the Group’s loss profit before tax as follows:

	2019	2018
	$	$
100bpincrease	728	375
100bp decrease	(728)	(375)

The Group has no loans or borrowings.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

19. CAPITAL MANAGEMENT

The Board policy is to maintain a capital base to maintain investor, creditor and market confidence and to sustain future development of the business. Capital consists of ordinary shares and retained earnings (or accumulated losses). The Board of Directors manages the capital of the Group to ensure that the Group can fund its operations and continue as a going concern.

There are no externally imposed capital requirements.

20. COMMITMENTS

Mining tenements

In order to maintain current rights of tenure to mining tenements, the Group will be required to perform exploration work to meet the minimum expenditure requirements. This expenditure will only be incurred should the Group retain its existing level of interest in its various exploration areas and provided access to mining tenements is not restricted. These obligations will be fulfilled in the normal course of operations, which may include exploration and evaluation activities.

Joint Venture – Limestone Well

The Company entered a farm-in and joint venture agreement with Mithril Resources to earn up to 80 per cent of Mithril’s Limestone Well tenements in Western Australia. Auteco is required to spend $2.5 million on exploration over five years in order to secure 80 per cent of Mithril’s two tenements at Limestone Well (20/846 and 51/1069). The farm-in will occur in two stages. Auteco must spend a minimum of $150,000 in the first year before being able to withdraw. In stage one, the company can earn up to 60 per cent of Limestone Well by spending $1.5 million on exploration within three years. Following completion of stage one, Auteco can increase this from 60 per cent to 80 per cent by investing a further $1 million over a further two years. Mithril can choose to contribute on a pro rata basis after each stage.

The estimated exploration expenditure commitment for the ensuing year, but not recognized as a liability in the statement of financial position is $81,500 (2018 $114,500)

21. CONTINGENT LIABILITIES

In July 2017, the Company and Groundhog

Services Partnership received re-assessments for Payroll Tax totalling $195,512 for the periods 1 July 2010 to 30 June 2015 inclusive. In August 2018 the Company submitted an objection to the Minister of Finance. The Company is continuing discussions with Revenue of South Australia and according is defending its position as it progresses towards a positive outcome.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

22. PARENT ENTITY DISCLOSURE

The following information relates to the parent entity, Auteco Minerals Ltd , as at and for the year ended 30 June 2019.

	2019	2018
	$	$
Assets
Current assets	711,108	416,495
Non-current assets	91,634	64,885
Total assets	802,742	481,380

Liabilities
Current liabilities	53,073	163,482
Non-current liabilities	-	-
Total liabilities	53,073	163,482

Equity
Contributed equity	24,978,683	24,126,691
Accumulated losses	(24,741,360)	(23,894,358)
Share-based payments reserve	512,346	85,565
Total equity	749,669	317,898

Financial performance
Loss for the year	(932,938)	(1,402,345)
Other comprehensive income	-	-
Total comprehensive income	(932,938)	(1,402,345)

23. EVENTS SUBSEQUENT TO REPORTING DATE

There are currently no matters or circumstances that have arisen since the end of the financial period that have significantly affected or may significantly affect the operations of the group, the results of those operations, or the affairs of the group in future financial years.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

24. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) Income tax expense

The income tax expense/(benefit) for the year comprises current income tax expense/(income) and deferred income tax expense/(income).

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted at reporting date.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Current and deferred income tax (expense)/benefit is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the Statement of Profit or Loss and Other Comprehensive Income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(b) Plant and equipment

Each class of plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses.

Plant and equipment

Plant and equipment are measured on the cost basis less depreciation and impairment losses.

The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected

net cash flows that will be received from the assets’ employment and subsequent disposal.

Depreciation

All fixed assets are depreciated on a straight line basis over their useful lives to the economic entity commencing from the time the asset is held ready for use.

The depreciation rates used for each class of depreciable assets are:

Class of fixed asset Depreciation rate Plant and equipment 5% – 33%

The asset’s 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.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the Statement of Profit or Loss and Other Comprehensive Income.

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest.

These costs are only carried forward to the extent that they are expected to be recouped through the successful development 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.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

(d) Financial instruments

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

AUTECO MINERALS LTD // ANNUAL REPORT 2019

extinguished, discharged, cancelled or expires.

Classification and measurement of financial assets

On the adoption of AASB 9 the Group initially measures a financial asset as subsequently measured at fair value through profit or loss (“FVTPL”), amortised cost, or fair value through other comprehensive income (“FVOCI”).

There was no change in the classification or measurement of financial assets. The Group’s financial assets of cash and cash equivalents and trade and other receivables are classified as ‘financial assets at amortised cost’.

In order for a financial asset to be classified and measured at amortized cost, it needs to give rise to cash flows that are ‘solely payments of principal and interest (“SPPI”)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Balances within receivables do not contain impaired assets, are not past due and are expected to be received when due.

Due to the short-term nature of these receivables, their carrying value is assumed to approximate fair value. Impairment

There has been no change to the Group’s accounting for impairment losses for financial assets by replacing AASB 139’s incurred loss approach with a forward looking expected credit loss (“ECL”) approach. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive. For trade and other receivables, the Group has applied the standard’s simplified approach and has calculated ECLs based on lifetime expected credit losses. The Group has established a provision matrix that is based on the Group’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

The adoption of the ECL requirements of AASB 9 has not resulted in the recognition of an impairment allowance for the Group’s receivables. Accordingly, there was no impact on the Statement of Comprehensive Income, Statement of Financial Position or Statement of Changes in Equity, nor has there been any impact on basic and diluted earnings per share.

Classification and measurement of financial liabilities

As the accounting for financial liabilities remains largely unchanged from AASB 139, the Group’s financial liabilities were not impacted by the adoption of AASB 9.

The Group’s financial liability is trade and other payables us recognised initially at fair value. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Due to the short-term nature of these payables, their carrying value is assumed to approximate fair value.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at fair value through profit or loss, 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).

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.

In relation to the classification and measurement of financial assets and liability, there was no impact on the Income Statement, Statement of Comprehensive Income, Statement of Financial Position or Statement of Changes in Equity.

(e) Employee benefits

Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to reporting date. Employee benefits that are expected to be wholly settled within one year are measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year are measured at the present value of the estimated future cash outflows to be made for those benefits. Those cash flows are

discounted using market yields on high quality corporate bonds with terms to maturity that match the expected timing of cash flows.

In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. Those cash flows are discounted using market yields on high quality corporate bonds with terms to maturity that match the expected timing of cash flows.

Equity settled compensation

The Company operates equity settled share-based payment employee share option schemes. The fair value of options is ascertained using the Black-Scholes pricing model which incorporates all market vesting conditions. The fair value of retention rights is ascertained using the binomial valuation model.

Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and long

service leave when it is probable that settlement will be required, and the benefit is capable of being measured reliably.

Provisions made in respect of wages and salaries and annual leave expected to be settled within 12 months are measured at nominal values based on expected rates of pay.

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.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

(f) Provisions

Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

Employee leave benefits

The current provision for employee benefits includes accrued annual. The entire amount of the leave provision is recognised as current, since the Group does not have the unconditional right to defer settlement for any of the obligations.

(g) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less.

(h) Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. AASB 15 establishes a five-step model to account for revenue arising from contracts with customers and requires that revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. AASB 15 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. These steps must be met before revenue is recognised:

Interest

Revenue is recognised as the interest accrues on the financial asset carried at amortised cost.

(i) Goods and services tax

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

Receivables and payables are stated in the Statement of Financial Position inclusive of GST. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the Statement of Financial Position.

Cash flows are included in the Statement of Cash Flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

(j) Trade and other receivables

The Group applies the expected credit loss model prescribed by AASB 9 Financial Instruments to trade and other receivables. Trade receivables and other receivables, which generally have 30-90 day terms, are recognised initially at fair value and subsequently at amortised cost, less provisions for

expected credit losses.

There were no expected credit losses on trade and other receivables, therefore no provision has been recognised at 30 June 2019 (2018: Nil).

(k) Trade and other payables

Trade and other payables represent the liability outstanding at the end of the reporting period for goods and services received by the Company during the period which remains unpaid. The balance is recognised as a current liability with the amount being normally paid within 30 days to 45 days or recognition of the liability.

(l) Earnings per share

i. Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company, 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.

ii. Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect and other financing costs associated with dilutive potential ordinary shares and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

(m) Comparative figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

Changes in presentation of comparative expense information

Comparative expense information in the consolidated statement of profit or loss and other comprehensive income has been restated to provide a more detailed and relevant breakdown of expenditures.

(n) Critical accounting estimates and judgements

The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information.

Estimates assume a reasonable expectation of future events and are based on current trends of economic data, obtained both externally and within the Company.

Key estimates – impairment

The Company assesses impairment at each reporting date by evaluating conditions specific to the Company that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined.

Recoverability of exploration and evaluation costs

The Company capitalises expenditure relating to exploration

AUTECO MINERALS LTD // ANNUAL REPORT 2019

and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded.

The entity capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded.

Key estimates and judgments – share options

The Group makes a judgment in determining the appropriateness of the pricing model to value its share options. As shown in Note 16.3, the company uses a Black Scholes pricing model. Inherent in the use of the model are estimates around the inputs used in the model as disclosed. These estimates are made with reference to market data and sources.

For performance rights, the Group makes a judgment around whether performance conditions, linked to exploration and evaluation activities, are more than probable to be met at which point the value of the rights are recognised either in full or over any service period. This judgment is made based on management’s knowledge of the performance condition and how the Group is tracking based on exploration and evaluation activities as at the report date and with reference to subsequent events.

(o) Share based payments

The Group operates equity-settled share-based remuneration plans for its employees. None of the Group’s plans feature any options for a cash settlement.

All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. Where employees are rewarded using share- based payments, the fair values of employees’ services are determined indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example profitability and sales growth targets and performance conditions).

All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit to share option reserve. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest.

indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting.

Upon exercise of share options, the proceeds received net of any directly attributable transaction costs are allocated to share capital.

(p) Parent entity disclosure

The financial information for the parent entity, Auteco Minerals Ltd, disclosed in Note �� has been prepared on the same basis as the consolidated financial statements, other than investments in subsidiaries and associates, which have been recorded at cost less any impairments.

(q) Interests in joint operations

A joint venture is an arrangement that the Group controls jointly with one or more other investors, and over which the Group has rights to a share of the arrangement’s net assets rather than direct rights to underlying assets and obligations for underlying liabilities. A joint arrangement in which the Group has direct rights to underlying assets and obligations for underlying liabilities is classified as a joint operation. Details of the Company’s interests are shown at Note 1�.

(r) Investments in associates

Associate companies are companies in which the Company has significant influence through holding, directly or indirectly, 20% or more of the voting power of the company. Investments in associate companies are recognised in the financial statements by applying the equity method of accounting. The equity method of accounting recognises the initial investment at cost and adjusted thereafter for the Company’s share of postacquisition reserves and profits/(losses) of its associates.

(s) Operating segments

The Company has identified its based on the internal reports that are reviewed and used by the Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. In the prior years the Company’s activities included exploration and evaluation in Mongolia which has been wound up and Singapore’s winding up which has been gazetted, the balance and transaction of which are immaterial to the current and prior period.

The company operates in one segment being Exploration and Evaluation of Minerals in Australia.

(t) Going concern

The directors have prepared the consolidated financial statements on a going concern basis which contemplates the continuation of normal business activities and the realisation of assets and the settlement of liabilities in the normal course of business.

Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any

AUTECO MINERALS LTD // ANNUAL REPORT 2019

During the year, the Group incurred a net loss of $932,937 (2018: loss $1�404,567) and had cash outflows from operating activities of $434,254 (2018: $558,770).

The Group had cash and cash equivalents at 30 June 2019 of $728,055 (2018: $375,416).

The balance of cash and cash equivalents as at 30 June 2019 is not sufficient to meet the Group’s planned expenditures over the next 12 months. It is the current intention of the Group to continue to fund working capital for general corporate activities through equity capital from shareholders. Based on the Company’s recent Board changes and their ability to raise working capital, the directors are satisfied they have a reasonable basis to conclude that further working capital can be raised as required.

Capital raised FY2019: In November 2018 $0.36 million and in April 2019 $0.5 million placements with sophisticated and professional investors.

In the event that the Group is unable to obtain sufficient funding to meet its liabilities as required, there is material uncertainty whether it will continue as a going concern and therefore whether it will realise its assets and discharge its liabilities in the normal course of business and at the amounts stated in the financial report. The financial statements do not include any adjustment relating to the recoverability or classification of recorded asset amounts or to the amounts or classification of liabilities, that may be necessary should the Group not be able to continue as a going concern.

(u)� New Accounting Standards and Interpretations

The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 July 2018:

AASB 9 Financial Instruments

AASB 9 Financial instruments replaces AASB 139 Financial instruments: Recognition and measurement. It makes major changes to the precious guidance on the classification and measurement of financial assets and introduces an ‘expected credit loss’ model for impairment of financial assets.

The adoption of this standard has had no impact on the current or previous reporting periods

AASB 15 Revenue from Contracts with Customers

AASB 15 replaces AASB 118 Revenue, AASB 111 Construction Contracts and several revenue-related Interpretations. The new standard applies using the modified retrospective approach. Under this method, the cumulative effect of initial application is recognised as an adjustment to the opening balance of retained earnings at 1 July 2018 and comparatives are not restated.

The adoption of this standard has had no impact on the current or future period and as such there have been no adjustments to the opening balance of retained earnings.

(v) Accounting Standards and Interpretations Issued by not yet effective

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2019 reporting period. These standards and interpretations have not been early adopted.

(w) New and Amended Standards issued but not yet Effected and Adopted

AASB 16 Leases

The standard has an effective date for the Group of 1 July 2019. The Group will adopt the new standard on the required effective date.

The new standard principally removes the distinction between finance and operating leases with all leases brought onto the balance sheet. The key change is in the definition of a lease away from a transfer of “substantially all the risks and reward incidental to ownership of an asset” to “the right to control the use of an identified asset”.

The Group is required to recognise all ‘right to use’ assets and liabilities, except for short-term (12 months or less) and low value leases on the balance sheet. The lease liability is measured at the present value of the future lease payments and includes lease extension options when the Group is reasonably certain that it will exercise the option. The right to use asset at initial recognition reflects the lease liability and is depreciated over the term of the lease.

All new contracts of the Group will need to be assessed, on an ongoing basis, to determine if a right to use asset exists and if they require recognition under the requirements of AASB 16 Leases.

For transition, as permitted by AASB 16, the Group will apply the modified retrospective approach to existing leases which will be capitalised under the new standard (i.e. Retrospectively, with the cumulative effect recognised at the date of initial application as an adjustment to the opening balance of retained earnings with no restatement of comparative information in the financial statements).

On 1 July 2019 based on the Company’s assessment of AASB 16 and the right of use assets and liabilities, it is not expected to have a material impact on the transactions and balances recognised in the financial statements when first adopted for the year ended 30 June 2020.

AUTECO MINERALS LTD // ANNUAL REPORT 2019

Directors� Declaration

The Directors of Auteco Minerals Ltd declare that:

�� the financial statements and notes, as set out ��, are in accordance� with the Corporations Act 2001, and:
�� give a true and fair view of the financial position as at 30 June 2019 and of the� performance for the year ended on that date of the entity; and
�� comply with Accounting Standards; and
�� Auteco Minerals Ltd complies with International Financial Reporting� Standards as described in Note 2.
�� The Executive Director and Company Secretary have declared that:
�� The financial records of the Company for the financial year have been properly� maintained in accordance with s286 of the Corporations Act 2001;
�� The financial statements and notes for the financial year comply with the� accounting standards; and
�� The financial statement and notes for the financial year give a true and fair� view;
�� In the directors’ opinion, there are reasonable grounds to believe that the Company� will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

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Samuel Brooks Executive Director

30 September 2019

AUTECO MINERALS LTD // ANNUAL REPORT 2019

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Central Park, Level 43 152-158 St Georges Terrace Perth WA 6000

Correspondence to: PO Box 7757 Cloisters Square Perth WA 6000

T +61 8 9480 2000 F +61 8 9480 2050 E [email protected] W www.grantthornton.com.au

Independent Auditor’s Report

To the Members of Auteco Minerals Limited

Report on the audit of the financial report

Opinion

We have audited the financial report of Auteco Minerals Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2019, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and the Directors’ declaration.

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

a giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its performance for the year ended on that date; and

b complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

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

Material uncertainty related to going concern

We draw attention to Note 24(t) in the financial statements, which indicates that the Group incurred a net loss of $932,937 during the year ended 30 June 2019, and as of that date, the Group reported cash outflows totalling $434,254. As stated in Note 24(t), these events or conditions, along with other matters as set forth in Note 24(t), indicate that a material uncertainty exists that may cast doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

www.grantthornton.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

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Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to be communicated in our report other than the Material Uncertainty related to going concern noted above.

Information other than the financial report and auditor’s report thereon

The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2019, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors’ for the financial report

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

In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company/Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor’s report.

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Report on the remuneration report

Opinion on the remuneration report

We have audited the Remuneration Report included in pages 8 to 15 of the Directors’ report for the year ended 30 June 2019.

In our opinion, the Remuneration Report of Auteco Minerals Limited, for the year ended 30 June 2019 complies with section 300A of the Corporations Act 2001 .

Responsibilities

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

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GRANT THORNTON AUDIT PTY LTD Chartered Accountants

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L A Stella

Partner – Audit & Assurance

Perth, 30 September 2019

ASX ADDITIONAL INFORMATION

AS AT 25 September 2019

Top 20 Holders of Ordinary Shares

			% of
Rank	Holder Name	No. Shares	issued
			capital
1	Campbell Kitchener Hume & Associates PtyLtd	89,000,000	8.88
2	HSBC CustodyNominees(Australia)Limited	85,791,611	8.56
3	Symorgh Investments PtyLtd	75,000,000	7.48
4	Ms Charmaine Linda Lobo	44,727,251	4.46
5	Samuel Richard Brooks	30,000,000	2.99
6	Marcus R A Harden	30,000,000	2.99
7	Mr Michael Dylan Naylor & Ms Sarah McAlpine	20,000,000	2.00
8	Mrs SarahJune Naylor&+ Mr Michael Dylan Naylor	19,527,853	1.95
9	Bamburgh PtyLtd	13,000,000	1.30
10	Mr Michael Dylan Naylor & Mrs SarahJune Naylor	12,500,000	1.25
11	Mr Vincenzo Brizzi + Mrs Rita Lucia Brizzi	11,500,000	1.15
12	Mr Bin Liu	11,000,000	1.10
13	Mr Robert Leslie Rogers	10,000,000	1.00
14	MrJames Michael Thomson	9,500,000	0.95
15	MrJohn AnthonyGaffney	9,400,000	0.94
16	Mr GavinJeremyDunhill	9,000,000	0.90
17	18 Knot Ventures PtyLtd	8,000,000	0.80
18	Mrs LucyKoppes	8,000,000	0.80
19	RJ& A Investments PtyLtd	7,000,000	0.70
20	West Rescue PtyLtd	7,000,000	0.70
	TOTAL	509,946,715	50.87

AUTECO MINERALS LTD // ANNUAL REPORT 2019

SUBSTANTIAL HOLDER

The names of substantial shareholders as disclosed in substantial shareholding notices given to the Company are:

Holder Name	No. Shares	% of issued capital
Campbell Kitchener Hume & Associates PtyLtd	89,000,000	8.88
Steve Parsons	75,000,000	7.48
Mrs SarahJune Naylor	52,027,853	5.20

SPREAD OF HOLDINGS

Fully Paid Shares

Range	Holders	Share number	% of Issued Capital
1 -1,000	277	59,158	0.01
1,001-5,000	225	651,651	0.07
5,001 - 10,000	171	1,349,052	0.13
10,001 - 100,000	551	23,439,210	2.34
100,001 and over	581	976,965,579	97.45
TOTAL	1,805	1,002,464,650	100

Options

Number of shareholders by size of holding

Range	Options
1 -1,000	-
1,001-5,000	-
5,001 - 10,000	-
10,001 - 100,000	-
100,001 and over	8
TOTAL	8

Unlisted Options

Date of Expiry	Exercise Price (cents)	Number
30/06/2020	0.015	10,000,000
26/04/2023	0.007	75,000,000
03/05/2022	0.005	12,530,808
03/05/2022	0.007	12,530,808
03/05/2022	0.008	12,530,808
03/05/2022	0.009	12,530,808
TOTAL		135,123,232

AUTECO MINERALS LTD // ANNUAL REPORT 2019

UNMARKETABLE PARCELS

There were 1,116 shareholders with less than a marketable parcel of shares, based on the closing price $0.007.

RESTRICTED AND ESCROWED SECURITIES

The Company does not have any restricted securities or securities subject to voluntary escrow on issue.

VOTING RIGHTS

In accordance with the Company’s constitution, on a show of hands every member present in person or by proxy or attorney or duly appointed representative has one vote. On a poll every member present or by proxy or attorney or duly authorised representative has one vote for every fully paid share held.

COMPANY SECRETARY

Nicholas Katris

CORPORATE GOVERNANCE STATEMENT

In accordance with Listing Rule 4.10.3, the Company’s Corporate Governance Statement can be found on the Company’s website.

Refer to http://www.autecominerals.com.au/

MINERAL TENEMENTS

Auteco Minerals Ltd

Tenement	No.	Status	Interest	Details	Tenure Holder
Bald Hill	E59/2304	Granted	100%	-	Monax Mining Ltd
Limestone Well	E20/846	Granted	0%	Earning up to 80%	Mithril Resources Ltd
Limestone Well	E57/1069	Granted	0%	Earning up to 80%	Mithril Resources Ltd

Monax Alliance Pty Ltd

Tenement	No.	Status	Interest	Details	Tenure Holder
Kulitjara	ELA 2013/168	Application	100%	-	Monax Alliance P/L
Anmuryinna	ELA 2013/169	Application	100%	-	Monax Alliance P/L
Poole Hill	ELA 2013/170	Application	100%	-	Monax Alliance P/L

AUTECO MINERALS LTD // ANNUAL REPORT 2019

AI assistant

FireFly Metals Ltd. — Annual Report 2019

48548_rns_2019-09-30_48d7c79c-d2d8-442c-8565-8679ba4e0b61.pdf

2018/19 Annual Report

CORPORATE DIRECTORY

Board of Directors

Company Secretary

Registered Office and Principal Place of Business

AUDITORS

Share Registry

Stock Exchange Listing

Contents

DIRECTORS’ REPORT

DIRECTORS

Samuel Brooks

Executive Director

Current Directorships: Nil

Ian Gordon

Non-Executive Director

Managing Director appointed 1 October 2017 ceased 30 November 2018.

Current Directorships:

Michael Naylor

Non-Executive Director

Current Directorships:

Past Directorships (last 3 years):

Previous Directorships (last 3 years):

DIRECTORS' MEETINGS

DIRECTORS’ INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY

Company Secretary

Nicholas Katris

Dividends paid or recommended

Principal activities

OPERATING AND FINANCIAL REVIEW

REVIEW OF OPERATIONS

Limestone Well Project

Moolyella Lithium Minerals Project

Ongoing Project Generation

CORPORATE

Board and Management Changes

Company Secretary Appointment/Resignation

Joint Venture

REVIEW OF FINANCIAL PERFORMANCE

Change of Company Name and Registered Address

Change of Share register and Auditor location

Corporate Advisor Appointment

Operating results

Review of financial position

Capital Raisings

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

FUTURE DEVELOPMENTS AND EXPECTED RESULTS

ENVIRONMENTAL REGULATION AND PERFORMANCE

Share Options

Indemnification and insurance of directors and officers

Indemnification of auditors

Unissued shares

Shares under option

Shares issued as a result of the exercise of options

Proceedings on behalf of the Company

Non-audit services

REMUNERATION REPORT (AUDITED)

INTRODUCTION

Remuneration Governance

Remuneration Framework

EXECUTIVE REMUNERATION

Fixed Remuneration

Short Term Incentives

Long Term Incentives

Non-Executive Remuneration

Maximum aggregate amount

Director share and option plans

Use of remuneration advisors

Voting and comments made at the company’s last Annual General Meeting

Consequences of Performance on Shareholder Wealth

Executive employment agreements

Samuel Brooks

Ian Gordon

Directorship, Company Secretary and financial management services agreement

STATUTORY AND SHARE-BASED REPORTING

STATUTORY AND SHARE-BASED REPORTING

KMP option to acquire shares

FireFly Metals Ltd. Annual Report 2019