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FireFly Metals Ltd. Annual Report 2022

Sep 29, 2022

48548_rns_2022-09-29_e832a378-a7dc-4734-8197-46fa78aea67c.pdf

Annual Report

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2022 ANNUAL REPORT

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 0

CORPORATE DIRECTORY

AuTECO Minerals Ltd

ACN 110 336 733 ABN 96 110 336 733

Executive Chairman

Ray Shorrocks

Securities Exchange Listing

ASX Code: AUT

Share Registry

Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace Perth, WA 6000

T: 1300 850 505

Non-Executive Directors

T: +61 3 9415 4000 (International)

Stephen Parsons Michael Naylor

Chief Executive Officer

Darren Cooke

Joint Company Secretaries

William Nguyen Maddison Cramer

W: www.computershare.com.au Investor Centre: www.investorcentre.com

Legal Adviser

Hamilton Locke Australia Square Level 42, 264 George Street Sydney NSW 2000

Auditor

Registered and Principal Office

Ground Floor, 24 Outram Street West Perth, Western Australia 6005

T: +61 8 9220 9030 E: [email protected]

W: www.autecominerals.com

Ernst & Young 11 Mounts Bay Road Perth WA 6000

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AUTECO MINERALS LTD | 2022 ANNUAL REPORT

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CONTENTS

CHAIRMAN’S LETTER .............................................................................................. 3 HIGHLIGHTS .............................................................................................................. 5 OPERATIONS REVIEW ............................................................................................. 6 ANNUAL MINERAL RESOURCE STATEMENT ...................................................... 20 DIRECTORS’ REPORT ............................................................................................ 22 AUDITOR’S INDEPENDENCE DECLARATION ...................................................... 36 FINANCIAL STATEMENTS ...................................................................................... 38 DIRECTORS’ DECLARATION ................................................................................. 70 INDEPENDENT AUDITOR’S REPORT .................................................................... 72 ADDITIONAL ASX INFORMATION ......................................................................... 78

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 2

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CHAIRMAN’S LETTER

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 3

CHAIRMAN’S LETTER

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Dear Fellow Shareholder,

Welcome to the 2022 Annual Report for AuTECO Minerals Ltd (ASX: AUT), as we reflect on the considerable progress achieved at our Pickle Crow Gold Project in Ontario, Canada over the past 12 months.

Pickle Crow is one of Canada’s highest grade gold mines, having historically produced 1.5 million ounces of gold at 16 grams per tonne gold over 30 years to 1966. Located in one of the best gold addresses globally, with a >40Moz gold endowment, Pickle Crow’s scale is growing as we continue systematic exploration and drilling.

We are pursuing a dual strategic focus to unlock the full potential of Pickle Crow – targeting near-mine growth close to the historic deposit, growing the Resource and advancing toward production, while also achieving regional discovery. We are aiming to build a larger-scale, longer-life gold operation to enable us to deliver value to our Shareholders, and we have succeeded on both exploration fronts over the past 12 months.

In February 2022, we delivered an updated Inferred Mineral Resource Estimate (MRE) for Pickle Crow of 2.23 million ounces at 7.8g/t Au, increasing the Inferred Resource by more than 500,000 ounces or 30% in just six months. Our Inferred Resource has more than doubled since September 2020, at an enviable discovery cost of just A$17.58 per Resource ounce. Our exploration to date has placed Pickle Crow in the top 10 gold deposits by grade in the world, based on those with more than 2 million ounces (excluding Ore Reserves).

These results are incredibly pleasing, and we achieved this amid an aggressive 50,000 metre camp-style drill program, which we completed in March 2022. This campaign saw AuTECO achieve exceptional progress in its discovery and extension of high-grade quartz vein gold lodes, with grades of up to 68g/t Au intercepted.

Backed by the solid results from this program, we have commenced a further 50,000 metre drilling campaign, aiming to expedite Resource growth ahead of our next MRE update in the new calendar year.

Early-stage exploration drilling well outside the Resource area has already resulted in the discovery of three new zones of mineralisation – Talia, Cohen MacArthur and the Swamp zone – and these discoveries add confidence to further Resource growth in the future.

We made several important appointments to bolster our management team during recent months, including Darren Cooke moving from Chief Operating Officer to CEO, bringing his vast experience at Northern Star Resources. Other appointments include senior finance professional William Nguyen as Chief Financial Officer and Joint Company Secretary, sharing the role with the recently appointed Maddison Cramer; environment and community relations specialist Tabatha LeBlanc to the newly created position of Vice President – Environment & Community; and Juan Gutierrez as our new Group Chief Geologist. We are pleased to have attracted such strong candidates to our leadership team and look forward to leveraging their knowledge and experience to drive AuTECO’s development.

I take this opportunity to thank all staff and management for their contributions over the past 12 months which have been so important to AuTECO’s continued success. I also thank our Shareholders who supported a A$20 million placement completed in February 2022 as this has enabled AuTECO to keep the drill bit spinning at Pickle Crow. We are at a pivotal time in our development of the project and this investment by Shareholders has been integral to ensure we maintain our momentum.

The year ahead looks to be another busy one as we finalise our upcoming MRE and continue exploration and drilling to uncover the full potential of our Pickle Crow project, as both near-mine and regional exploration generate strong gold results. We are fully funded to continue to execute our exploration and growth campaign, and I look forward to sharing this exciting journey with you.

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Ray Shorrocks Executive Chairman

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 4

HIGHLIGHTS

  • AuTECO accelerated growth increasing Inferred Mineral Resources to 2.23moz at 7.8g/t

  • Stage 2 earn-in satisfied with AuTECO moving to 70% equity ownership of the Pickle Crow Project

  • Successful drill results from the July 2021 50,000m drill campaign r esulting in a second campaign that commenced in April 2022

  • Results demonstrate camp scale potential within entire mineral district

  • Tyson vein discovery in October 2021 returns hits of up to 30g/t over 400m strike

  • Successful acquisition of a 90% interest in the Limestone Well Vanadium-Titanium project

  • AuTECO substantially enhanced senior management team with the appointment of:

  • Darren Cooke as Chief Executive Officer

  • William Nguyen as Chief Financial Officer and Joint Company Secretary

  • Juan Gutierrez as Group Chief Geologist

  • Tabatha LeBlanc as Vice President – Environment & Community

  • Maddison Cramer as Joint Company Secretary

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 5

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OPERATIONS REVIEW

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 6

OPERATIONS REVIEW

AuTECO Minerals Ltd ( ASX: AUT ) ( AuTECO or the Company ) is pleased to provide an outline of its key activities during the year to June 30, 2022.

PICKLE CROW PROJECT OVERVIEW

AuTECO's Pickle Crow Gold Project is located in the world-class tier 1 mining jurisdiction of Ontario, Canada.

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Figure 1 : Location of the Pickle Crow Project in Ontario, Canada

Geology of the Pickle Crow Deposit

Geologically, the project is set within the Uchi sub-province of the Archean Superior Craton (Figure 2). The Uchi subprovince has an endowment exceeding 40 million ounces of gold, hosting significant deposits including Red Lake (Evolution Mining), Springpole (First Mining) and the emerging Dixie discovery (Kinross).

The Pickle Crow deposit is a typical Mesothermal narrow-vein high grade Archean orogenic gold deposit, with mineralised veins present within local structures formed within a broader Riedel shear zone. Historically more than 10 individual quartz reefs were mined. To date more than 30 individual veins have been identified.

There are two main styles of mineralisation present at the Pickle Crow project:

  • Vein hosted: gold mineralisation hosted within quartz-carbonate-scheelite-tourmaline veins that range between 15cm and 3m in thickness.

  • Alteration / BIF hosted: Gold hosted within broad zones of banded iron formation (BIF). Mineralisation is associated with both disseminated sulphides (pyrite-pyrrhotite) and thin quartz-sulphide veins.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 7

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Figure 2: Location of the Uchi-sub-province within the Superior Craton

Historical Mining

The AuTECO land holding encompasses the high-grade Pickle Crow gold mine that produced 1.5 million ounces of gold at grade of 16.1g/t between 1935 and 1966, making it one of Canada's highest-grade historical gold mines.

Access and haulage were via three main historic shafts (Shaft 1, Shaft 3, and Albany Shaft). Historical mining was conducted using hand-held methods, with shrink stoping being the most common method utilised. Ore was transported underground using locomotives. More than 40 kilometres of lateral development was mined, including a number of access drives linking all three historic production areas.

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Image 1 : Photos of the historic Pickle Crow Gold Mine

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Processing Plant

The project contains a processing facility that was constructed in 2004 however was never commissioned and is currently on care and maintenance. The plant consists of a simple comminution circuit with gravity recovery with a capacity of approximately 100,000 tonnes per annum. Key components include a crushing circuit, ball mill, knelson concentrators and gravity table.

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Image 2: Pickle Crow processing plant

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Image 3: Knelson concentrators at the Pickle Crow plant

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Image 4: Pickle Crow Ball Mill

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 9

Land Holding

Since assuming management of the project in March 2020, the Company has expanded the regional land holding to 500km[2] (Figure 3). The exploration claims now encompass the highly prospective northern extent of the Pickle Lake greenstone belt. Recently, the Company has embarked on the first systematic district-scale exploration program undertaken in the area.

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Figure 3 : Pickle Crow Land Holding

EXPLORATION & GROWTH STRATEGY

The growth strategy during the year comprised of a dual approach; growing the Resource in parallel with testing highly promising regional targets with the potential to generate substantial discoveries (Figure 4).

AuTECO was highly successful at growing the Resource this year with the project’s Inferred Mineral Resource increasing in February 2022 to 2.23 million ounces of gold at 7.8g/t. The Inferred Resource significantly increased by 514,000 ounces which translates to a 30% increase in just six months from the last Resource update in July 2021.This means a total of 1.2 million ounces of gold at a discovery cost of A$17.58 (US$12.59) 0F0F[1] per Resource ounce has been added to the project’s inventory since September 2020.

Additionally, early-stage exploration targets tested outside of the Resource area returned a number of highly significant results, demonstrating the Company’s belief that the mineral district has the potential to host significant new discoveries outside of the Pickle Crow deposit.

1 Calculated at a AUD to USD exchange rate of 1:0.72

AUTECO MINERALS LTD | 2022 ANNUAL REPORT

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Figure 4: Strategic pillars for the Pickle Crow project – Regional Discovery & Near Mine

The 2021-2022 Exploration and Growth Program Overview

AuTECO has an exceptional pipeline of growth targets and exploration across the Pickle Crow project. These range from regional, early-stage exploration to more advanced prospects with a high potential to generate additional Resources.

Based on the outstanding results achieved in the mid-year 2021 Resource update, the Board of AuTECO approved an additional 50,000 metres of drilling that commenced in June 2021. The drilling program had a dual strategy of driving nearmine Resource growth combined with early-stage exploration targeting. The success of this program was demonstrated following the 30% increase in the Inferred Resource announced in February 2022, just six months after the previous Resource update. The drilling program was completed in March 2022 with the Board approving a further 50,000 metres of drilling over the remainder of 2022.

The key strategic focus and deliverables of the 2021-2022 growth program are shown in Figure 5.

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NEAR-MINE GROWTH PROGRAM
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Highlights
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Figure 5: AuTECO strategic work plan and key objectives for 2021-2022. Please note timeframes are indicative.

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Drilling completed during the 2021-2022 near-mine drill campaign continued to deliver exceptional results that contributed to significant Resource growth, with the Resource now standing at 2.23Moz at 7.8g/t gold. Results of the drilling have been regularly released to keep the market fully informed of progress (see ASX Releases dated 15 July 2021, 2 August 2021, 5 October 2021, 2 December 2021, 18 January 2022, 3 May 2022 and 23 June 2022).

During the June 2021 and April 2022 campaigns, exceptional progress was made in the discovery and extension of highgrade quartz vein lodes. Key results included, but are not limited to:

  • 1.8m @ 21.2g/t gold from 838m in AUDD0166W1 (15 July 2021)

  • 3.3m @ 15.9g/t gold from 31.8m in PG-G03A (2 August 2021)

  • 2.8m @ 17.9g/t gold from 578.3m in AUDD0173 (5 October 2021)

  • 1.0m @ 30.1g/t gold from 546m in AUDD0152 (5 October 2021)

  • 2.0m @ 68.3g/t gold from 470.7m in AUDD0200 (2 December 2021)

  • 2.1m @ 31.8g/t gold from 246.4m in AUDD0229 (2 December 2021)

  • 4.1m @ 11.2g/t gold from 423.8m in AUDD0200 (2 December 2021)

  • 7.3m @ 33.3g/t gold from 9.4m in AUDD0246 (18 January 2022)

  • 1.5m @ 35.2g/t gold from 541.5m in AUDD0227 (18 January 2022)

  • 4.0m @ 11.0g/t gold from 205.8m in AUDD0240 (18 January 2022)

  • 2.1m @ 92.0g/t gold from 147.8m in RVDD0016 (3 May 2022)

  • 7.8m @ 17.0g/t gold from 335.3m in AUDD0266 (3 May 2022)

  • 1.6m @ 73.2g/t gold from 37.9m in AUDD0249 (3 May 2022)

AuTECO has recognised the significance of alteration hosted mineralisation in the Pickle Crow district that is typically expressed as broad zones of sulphides within reactive host rocks (typically Banded Iron Formation and lesser Porphyry).

This style of mineralisation is potentially amenable to bulk mining methods including open pit extraction and bulk stoping from underground. Key results reported during the current campaign include, but are not limited to:

  • 10.5m @ 3.6g/t gold from 126m in AUDD0140 (2 August 2021)

  • 19.5m @ 3.3g/t gold from 340.7m in AUDD0220 (2 December 2021)

  • 25.2m @ 1.3g/t gold from 166.0m in AUDD0228 (18 January 2022)

  • 11.8m @ 1.6g/t gold from 130.3m in AUDD0225 (18 January 2022)

  • 5.5m @ 18.0g/t gold from 44.9m in RVDD0038 (23 June 2022)

A map summarising key results from Auteco drilling is presented in Figure 6.

Shaft 3 Area Drill Results

Near mine extensional drilling at Shaft 3 continues to deliver consistent high grade gold results 120m down plunge of the Vein 13 Resource with hole AUDD0227 intersecting 0.8m @ 13.9g/t gold from 529.7m and 1.5m @ 35.2g/t gold from 541.5m. These results follow 2m @ 68.3g/t gold from 470.7m in AUDD0200 from the same target area. Mineralisation is coincident with coarse (1-3mm) visible gold hosted in 5-15cm quartz shear veins within a sericite-ankerite altered shear within a pyrite and pyrrhotite rich conglomerate unit.

Further step out drilling in the Shaft 3 area discovered a new vein in hole AUDD0246 with initial results of 7.3m @ 33.3g/t from only 9.4m downhole. Assays of up to 587g/t gold were coincident with a 40cm multi-phase quartz-tourmaline-gold vein observed at 9.95m. The vein is hosted in strongly sheared biotite-chlorite-carbonate altered basalts and remains open along strike and down dip.

Drillhole AUDD0249 intersected multiple quartz lodes at a relatively shallow depth. A strong mineralised structure hosted in sericite altered porphyry was encountered at 37.9 metres downhole. This zone contained an intersection of 1.6m @ 73.2g/t gold.

The mineralisation was hosted predominately within a discreet quartz-carbonate-scheelite vein with local areas of coarse visible gold particles >1mm in diameter. A weakly mineralised 3.6-metre-wide zone of altered porphyry immediately followed the vein before another mineralised structure grading 1.9m @ 8.8g/t gold was intersected at 43.1 metres downhole.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 12

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Figure 6: Map showing key Auteco near mine drilling results

Tyson Vein Discovery

In October 2021, the Company announced the discovery of a significant new vein system at the Pickle Crow project, named the Tyson veins. The Tyson vein system consists of at least three persistent quartz-carbonate-scheelite-gold veins that dip moderately towards the north-west.

Mineralisation within the vein structures has been encountered over an interpreted strike of 400m and at depths exceeding 800m below surface.

Initial exploration tested a portion of the Tyson veins on a 160m-by-160m pattern, and all holes have intersected significant gold mineralisation. The Tyson vein system remains open in all directions.

Historic exploration models favoured targets within Riedel shears hosted by chemically or rheologically favourable host rock units, such as banded iron or porphyry. Whilst this concept has historically proven successful, recent drill information suggests outliers to the accepted model, with potentially economic mineralisation encountered in perceived less favourable units within the greenstone package, including conglomerate. Based on previous exploration models, the units further east of the Core Mine shear were considered less prospective and hence had been relatively under-explored.

Unlike many of the historically mined veins, the Tyson veins lacked surface expression.

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Shaft 1

Testing of banded iron (BIF) targets near Shaft 1 delivered an intersection grading 19.5m @ 3.3g/t gold, with a follow up hole drilled in January returning 6.0m @ 5.8g/t gold from 423m in AUDD0205. This further demonstrates the potential for mineralisation amenable to bulk mining methods in the Pickle Crow area.

Continued extensional drilling in the Shaft 1 area has defined several significant results, including 4.0m @ 11.0g/t gold from 205.8m in drill hole AUDD0240. The intersection from hole AUDD0240 is from 60m step out on the recently discovered quartz-carbonate-scheelite-gold vein that returned an intersection of 2.1m @ 31.8g/t gold from 246.4m in AUDD0229 and demonstrates continuity of the high-grade gold shoot.

Near-mine exploration for alteration-hosted mineralisation with bulk mining potential continues in the Shaft 1 area.

REGIONAL EXPLORATION PROGRAM

Highlights

As part of AuTECO’s dual exploration approach over the period, regional exploration was a key focus area for the Company.

The Company manages 500km[2] of tenure in the Pickle Lake district. The Pickle Lake greenstone belt consists of several sub-parallel structural shear zones with known gold occurrences. The main trend, the Core Mine Shear, hosts the Pickle Crow deposit that historically produced 1.5 million ounces at a grade of 16.1g/t gold. The interpreted structures parallel to the Core Mine Shear have been relatively poorly tested; including the Cohen-MacArthur, East Patricia and Tarp Lake Shear Zones.

Initial testing focused on interpreted flexures and areas of high strain in the regional structures proximal to the main trend. Additionally, detailed drone-based magnetic data acquired in 2021 was used to refine first pass targeting. Historic gold occurrences were noted on historic maps, however the precise location of samples collected is not known due to historic survey methods and the various historic grids used to record spatial information.

Some significant drilling results from these regional areas include:

Cohen – MacArthur Zone (~1.5km NW of Shaft 3 Resource area):

  • 5.4m @ 2.6 g/t gold from 94.4m RVDD0017 (23 June 2022)

  • 2.1m @ 92.0g/t gold from 147.8m RVDD0016 (3 May 2022)

  • 0.7m @ 26.2g/t gold from 116.5m RVDD0016 (3 May 2022)

  • 0.8m @ 11.3g/t gold from 17.8m RVDD0018 (3 May 2022)

Swamp Zone (~2.2km SW of Shaft 1 Resource area):

  • 2.8m @ 4.3 g/t gold from 60m RVDD0026 (23 June 2022)

  • 3.5m @ 7.6g/t gold from 126.9m RVDD0022 (3 May 2022)

North-East Powderhouse (~0.9km W of Shaft 1 Resource area):

  • 4.9m @ 3.6g/t gold from 175m RVDD0014 (BIF hosted) (3 May 2022)

Talia Zone (~1.1km SW of Shaft 1 Resource area):

  • 4.0m @ 3.1g/t gold from 160.5m RVDD0043 (3 May 2022)

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Carey-Albany Drilling

Discovered in the June 2021 quarter, the Carey Discovery was a conceptual target zone focused on an area of structural disruption adjacent to the contacts between multi-generational porphyritic intrusions and the host rock, which includes mafic volcanics and banded iron formation (BIF). Since drilling began, the zone has returned significant high-grade intersections.

Follow-up drilling of the Carey prospect continues to define broad mineralisation outside of the initial discovery area. Key results from December 2021 include 4m @ 9.9g/t, 11.5m @ 1.5g/t and 7.0m @ 2g/t gold. Furthermore, a conceptual stepout 600m to the north-east of the Carey-Albany area intersected 0.5m @ 84g/t gold at a shallow depth of 8.2m down the hole.

Further work is planned in the North Carey area over the rest of 2022.

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Figure 7: Auteco land holding, and significant intersections returned during the 2021-2022 exploration campaign

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Talia Zone

Initial drilling at the Talia prospect was designed to test for mineralisation in folded and silicified Banded Iron Formation which occurs as interflow sediments within a mafic volcanic package approximately 1km west of the Pickle Crow deposit (see Figure 8). The concept was successfully proven, with anomalous intersections encountered in 5 out of 6 holes where assays have been received. Intersections include:

  • 5.5m @ 18.0g/t gold from 45m in RVDD0038 (23 June 2022)

  • 4.9m @ 3.6g/t gold from 175m in RVDD0014 (5 May 2022)

  • 10.5m @ 0.5g/t gold from 41m in RVDD0010 (5 May 2022)

  • 4.0m @ 3.1g/t gold from 160.5m in RVDD0043 (5 May 2022)

  • 2.2m @ 1.7g/t gold from 52.8m in RVDD0011 (5 May 2022)

The key discovery intersection of 5.5m at 18g/t gold returned from a downhole depth of 45 metres was made in June 2022. The mineralised core includes 5 samples with results greater than 10g/t. The zone occurs in silicified banded iron with two styles of quartz veining, consisting of an opaque white quartz carbonate vein and 0.5-1cm translucent quartz veins cross cutting a brittle deformed Banded Iron Formation. Fine grained sulphides consist of pyrrhotite (replacement) and pyrite with lesser chalcopyrite infilling fractures.

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Figure 8: Recent exploration results including Talia and North east Powderhouse

Other Projects

AuTECO expanded its portfolio of Canadian assets through strategic acquisition of highly prospective exploration tenure. The company now holds 424km[2] of exploration tenure outside of the Pickle Crow flagship project in Ontario.

The Sioux Lookout property consists of 166km[2] of exploration tenure in the Wabigoon Subprovince of the Archean aged Superior Craton. The property contains numerous historic workings and anomalous gold samples. The holding is along strike of Treasury Metals Inc. (TSX: TML) Goliath Gold Complex that has a resource prepared in accordance with Canadian National Instrument 43-101 of 2.9Moz of gold.

The Chicobi-Iroquois Falls project is located in the prolific Abitibi belt of the Superior Craton which hosts world-class deposits such as Timmins, Kirkland Lake and Val dOr. The AuTECO tenure is located on the Chicobi Shear, a major

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 16

crustal-scale structure that has had minimal exploration completed relative to the parallel Porcupine-Destor Shear Zone. The project has anomalous gold and base metal results from historic drilling and is located in an interpreted structural setting similar to the recent Amex Exploration (TSX.V: AMX) discovery at Perron in Quebec.

Target generation for the 2022-2023 exploration program is in progress.

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Figure 9: Auteco Minerals Canadian project portfolio

FORWARD WORK PLAN

AuTECO intends to continue with its dual-tracked approach to drilling, with a combination of extensional near-mine Resource growth and regional exploration planned for the remainder of the year and beyond.

Resource Growth

Extend and increase the Resource with emphasis on both open pit and underground growth potential.

Key Objectives

  • Continue to grow the Inferred Resource

  • Identify areas for conversion to Indicated

  • Re-model the Resource at a 0.5g/t cut-off grade to assess bulk mining potential (Open Pit & Underground)

  • Drilling during the September quarter will focus on Resource definition in the lead up to a revised Resource estimate in the new year

Exploration & Drilling

Continue the dual strategy of near mine Resource growth and regional discovery focused exploration.

Key Objectives

  • Continue with the 50,000m drill campaign

  • Continue with BIF exploration to define size

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 17

  • Continue vein exploration

  • Summer field activities (mapping and sampling) at regional prospects including Tarp Lake and Cohen MacArthur

  • Lease-wide heli-magnetic geophysical surveys for the Pickle Crow, Sioux Lookout and Trappers Cabin properties in July-August 2022

  • Test >5 regional targets outside of mine area

Pathway to Production

Activities will focus on detailed assessment of the near surface potential for open pit mining. The Resource zones will be re-modelled at a 0.5g/t cut-off grade and reblocked at selective mining units suitable for open pit assessment. Expressions of interests have been forwarded to numerous engineering firms for high level assessment of options to re-establish access to underground for infill drilling of the Inferred Resource.

Key Objectives

  • Continue permitting to Advanced Exploration

  • Option study to access Underground for infill drilling

  • Conduct Whittle optimisations to assess pit potential

EARN-IN AGREEMENT – PICKLE CROW

On 2 August 2021, the Company announced the second stage expenditure requirement of the earn-in agreement between AuTECO and First Mining Gold Corp. (TSX: FF) had been satisfied, with AuTECO moving to 70% equity ownership of the Pickle Crow Project.

AuTECO can elect to acquire a further 10% interest by paying C$3,000,000 to First Mining Gold at any time.

ENVIRONMENTAL STEWARDSHIP

AuTECO respects and acknowledges that our activities occur within the Traditional Territory of the Mishkeegogamang Ojibway First Nation and complies with the highest standards of environmental stewardship. AuTECO implements its policies in line with permits and approvals received by the Government of Ontario and Canada and E3 Environmental Excellence in Exploration standards developed by the Prospector and Developers Association of Canada.

The Pickle Crow Gold Project is situated in an area of historic mining that began operations in the 1930s and ceased in 1966, with various exploration, production, and development activities since its closure. Regular environmental monitoring and site inspections are conducted by AuTECO, as well as independent third-party inspections to monitor site conditions. It is anticipated that decommissioning and restoration provisions will be necessary as the Pickle Crow Gold Project exploration activities advance.

No environmental incidences have occurred or have been notified by Government agencies during the year ended 30 June 2022.

COMMUNITY RELATIONS - STAKEHOLDER ENGAGEMENT

The Pickle Crow Gold Project is situated in the Traditional Territory of the Mishkeegogamang Ojibway First Nation. AuTECO acknowledges that mineral exploration activity in Ontario can affect a wide range of individuals, businesses, and organisations, including the Mishkeegogamang Ojibway First Nations Community, the Town of Pickle Lake, interest groups and neighbours. Activities on site are conducted with community feedback to protect traditional and recreational land use for today and future generations.

We believe that building relationships on a foundation of trust, transparency and mutual advantage is essential to AuTECO’s business success. Our commitment is to create a mutual benefit in all our relationships so that AuTECO is a preferred partner for local businesses, suppliers, the Mishkeegogamang Ojibway First Nation, and the Town of Pickle Lake. AuTECO maintains ongoing consultation and engagement with the Mishkeegogamang Ojibway First Nation, and the benefits of our activities are shared with the Mishkeegogamang Ojibway First Nation.

HEALTH & SAFETY

AuTECO is committed to the health and safety of all of our employees and contractors, and to maintaining a leading, proactive safety culture. We are committed to delivering improved safety performance along with the delivery of high-grade gold Resource growth at the Pickle Crow Gold Project.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 18

The Pickle Crow Gold Project 12-month rolling average Lost Time Injury Frequency Rate (LTIFR) as at 30 June 2022 remains at zero (0.0), and AuTECO is delighted to be able to report that there were no reportable incidents recorded during the year.

COVID-19 Impact

The management of the health and safety of our employees and contractors during the COVID-19 pandemic is of high importance for the Company. Exploration activities in Canada have been able to continue with minimal impact.

COVID-19 prevention practices remained in place at the Pickle Crow project during the period, with eight positive cases recorded to 30 June 2022 with no impact on day-to-day operations.

The Company remains vigilant and will continue social distancing and hygiene practices and other additional control measures as appropriate to protect our workforce from the spread of COVID-19, in line with the Western Australian and Canadian Government advice and guidelines.

LIMESTONE WELL PROJECT

In October 2021, the Company executed a binding term sheet with Mithril Resources Ltd (ASX: MTH) for the acquisition of the Limestone Well Vanadium-Titanium project for cash consideration of $500,000. The successful completion of the acquisition dissolved the existing joint venture. AuTECO now holds a 90% interest in the project with the sole, exclusive and irrevocable option to purchase the remaining 10% interest from Mithril Resources for consideration of $10,000,000.

The Limestone Well Vanadium-Titanium project is located in Western Australia in the Barrambie igneous complex, which is a fractionated layered mafic intrusion. Vanadium and titanium mineralisation is associated with ilmenite/magnetite-rich layers. The project is located along strike of the Neometals’ Barrambie project.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 19

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ANNUAL MINERAL RESOURCE STATEMENT

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 20

ANNUAL MINERAL RESOURCE STATEMENT

The Mineral Resource Estimate was prepared in accordance with the 2012 Edition of the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code ) by reputable Australian firm Cube Consulting Pty Ltd with oversight from AuTECO personnel.

The Resource estimate as at 31 December 2021 which was released on 15 February 2022 is presented in the table below. All Resources are classified as Inferred.

Mineralisation Lower
Tonnes
Gold Gold
Domain Cut-off (Mt) Grade (Moz)
(g/t)
Quartz Lodes 3.5g/t 6.4 9.3 1.92
Banded Iron 2.0g/t 2.5 3.8 0.30
TOTAL 8.9 7.8 2.23

Notes: Pickle Crow Mineral Resource estimate as at 31 December 2021. All Resources are classified as Inferred. Please note that figures may not add up due to rounding. Mineral Resources that are not Ore Reserves have not demonstrated economic viability and an Inferred Mineral Resource carries a lower level of confidence than that applying to Indicated Mineral Resource and must not be converted to an Ore Reserve. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. Mineral Resources are reported at a block cutoff grade of 3.5 g/t Au for the vein and 2.0 g/t Au for the BIF domain. No minimum mining SMU parameters have been applied to the underground Inferred Mineral Resources. The average bulk density assigned to the quartz vein hosted mineralisation is 2.7 g/cm[3] , 3.21g/cm[3] to the BIF hosted mineralisation and 2.83g/cm[3] to the porphyry hosted mineralisation.

The Resource has been independently estimated by Cube Consulting Perth (see Competent Person statement). The estimate has been produced by 3D modelling of the lode systems and block model grade estimation using a combination of the 2D estimation modelling approach and 3D dynamic interpolation, both using Ordinary Kriging (OK) and Inverse Distance to the power of 2 (ID[2] ).

Classification

All project resources have been classified as Inferred based on current drill spacing and the historical drill results which will require further supporting verification drilling and QAQC insertion. It is anticipated that Infill drilling and verification drilling will support an increase in resource classification.

Review of material changes

The Independent Maiden Inferred Resource Estimate of 2.3Mt @ 11.6g/t gold for 0.83 Moz of gold announced to the ASX on 29 June 2020 for the Pickle Crow Gold Project represented the first JORC 2012-compliant Resource on the project.

Further increases to the Inferred Resource Estimate were announced on 1 September 2020 and 15 July 2021 increasing the total Independent JORC 2012 Inferred Resource for the Pickle Crow Gold Project to 6.6Mt @ 8.1g/t gold for 1.71 Moz of gold as reported in the Company’s 2021 annual report.

In February 2022, the Company reported a 30 percent increase in the Inferred Mineral Resource Estimate at its Pickle Crow Project in Canada, taking it to 8.9Mt @ 7.8g/t gold for 2.23Moz of gold.

The updated Resource differs from the previous Resource dated 15 July 2021 due to:

  • New drilling information from drilling programs in 2021 completed by AuTECO – 71 holes for 29,883 metres of NQ diamond core drilling.

  • Updated interpretation of the shallow mineralisation zones, including the shallow BIF hosted mineralisation within the #1 Shaft area and Porphyry hosted mineralisation within Albany shaft area – 34 domains updated for the December 2021 MRE.

  • New mineralisation zones interpreted – 5 quartz vein hosted domains in the #1 Shaft area.

  • Increase in cut-off grade for lodes in the Albany area based on selective zones noted in the area (2.0g/t COG used in the June 2021 estimate, increased to 3.5g/t for the December 2021).

Governance Controls

All Mineral Resource estimates are prepared by Competent Persons using data that they have reviewed and consider to have been collected using industry standard practices and which, to the most practical degree possible are representative, unbiased, and collected with appropriate QA/QC practices in place. All Mineral Resource estimates quoted above have been estimated or independently verified by Mr Brian Fitzpatrick. Mr Fitzpatrick is a full-time employee of Cube Consulting Pty Ltd, who specialises in mineral resource estimation, evaluation and exploration. Neither Mr Fitzpatrick nor Cube Consulting Pty Ltd holds any interest in AuTECO Minerals Ltd, its related parties, or in any of the mineral properties that are the subject of this announcement. Mr Fitzpatrick is a member of the Australian Institute of Geoscientists and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the JORC Code.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 21

COMPLIANCE STATEMENTS AND DISCLAIMERS

Exploration Results

The information in this report that relates to Exploration Results is based on and fairly represents information and supporting information compiled and reviewed by Mr Darren Cooke, a Competent Person who is a Member of the Australasian Institute of Geoscientists. Mr Cooke is a full-time employee of the Company (as Chief Executive Officer) and holds securities in the Company as set out elsewhere in this report. Mr Cooke has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the JORC Code. Mr Cooke consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

Mineral Resources

The information in this report that relates to the Mineral Resource Estimate is based on and fairly represents information and supporting information compiled by Mr Brian Fitzpatrick, a Competent Person who is a member of the Australian Institute of Geoscientists. Mr Fitzpatrick is a full-time employee of Cube Consulting Pty Ltd, who specialises in mineral resource estimation, evaluation, and exploration. Neither Mr Fitzpatrick nor Cube Consulting Pty Ltd holds any interest in AuTECO Minerals Ltd, its related parties, or in any of the mineral properties that are the subject of this report. Mr Fitzpatrick has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the JORC Code. Mr Fitzpatrick has reviewed the contents of this report and consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

References to FYXX

References in this report to the financial year ending 30 June 20XX, where XX is the two-digit number for the year.

Disclaimer

This report has been prepared by AuTECO Minerals Ltd based on information from its own and third-party sources and is not a disclosure document. No party other than the Company has authorised or caused the issue, lodgement, submission, despatch or provision of this report, or takes any responsibility for, or makes or purports to make any statements, representations or undertakings in this report. Except for any liability that cannot be excluded by law, the Company and its related bodies corporate, directors, employees, servants, advisers and agents disclaim and accept no responsibility or liability for any expenses, losses, damages or costs incurred by you relating in any way to this report including, without limitation, the information contained in or provided in connection with it,

any errors or omissions from it however caused, lack of accuracy, completeness, currency or reliability or you or any other person placing any reliance on this report, its accuracy, completeness, currency or reliability. This report is not a prospectus, disclosure document or other offering document under Australian law or under any other law. It is provided for information purposes and is not an invitation nor offer of shares or recommendation for subscription, purchase or sale in any jurisdiction. This report does not purport to contain all the information that a prospective investor may require in connection with any potential investment in the Company. Each recipient must make its own independent assessment of the Company before acquiring any shares in the Company.

Forward Looking Information

This report contains forward-looking statements. Wherever possible, words such as “intends”, “expects”, “scheduled”, “estimates”, “anticipates”, “believes”, and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, have been used to identify these forward-looking statements. Although the forwardlooking statements contained in this report reflect management’s current beliefs based upon information currently available to them and based upon what they believe to be reasonable assumptions, the Company cannot be certain that actual results will be consistent with these forward-looking statements.

Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause the Company’s actual results, events, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forwardlooking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended, including those risk factors discussed in the Company’s public filings. There can be no assurance that the forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Accordingly, prospective investors should not place undue reliance on forward-looking statements. Any forwardlooking statements are made as of the date of this report, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, unless otherwise required by law. This report may contain certain forward-looking statements and projections regarding: estimated resources and reserves; planned production and operating costs profiles; planned capital requirements; and planned strategies and corporate objectives.

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AUTECO MINERALS LTD | 2022 ANNUAL REPORT 21

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DIRECTORS’ REPORT

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 22

DIRECTORS’ REPORT

FOR THE YEAR ENDED 30 JUNE 2022

The Directors present their report on the consolidated financial statements of AuTECO Minerals Ltd ( AuTECO or Company ) and the entities it controlled ( Group ) during the year ended 30 June 2022.

DIRECTORS

The names and particulars of the Directors of AuTECO during the financial year and up to the date of this report are:

Ray Shorrocks

Executive Chairman - BA (Hons), MBA (Finance)

Mr Shorrocks has more than 27 years’ experience in corporate finance in the mining sector and has advised a diverse range of resources companies during his career at one of Australia’s largest investment banking and stockbroking/financial services firms. He has been instrumental in managing and structuring equity capital raisings as well as having advised extensively in the area of mergers and acquisitions. Mr Shorrocks has worked on mines in South America, Africa, Australia, and North America.

Director since 28 January 2020.

Current ASX Listed Directorships:

  • Indago Energy Ltd (Appointed 12 January 2016)

  • Galilee Energy Ltd (Appointed 15 January 2014)

  • Cygnus Gold Ltd (Appointed 1 July 2020)

  • Alicanto Minerals Ltd (Appointed 7 August 2020)

Past ASX Listed Directorships (last 3 years):

  • Bellevue Gold Limited (Appointed 31 December 2015, resigned 9 September 2019)

Current ASX Listed Directorships:

  • Bellevue Gold Ltd (Appointed 31 March 2017)

Past ASX Listed Directorships (last 3 years):

  • African Gold Limited (Appointed 1 February 2018, resigned 1 April 2020)

  • Blackstone Minerals Ltd (Appointed 30 October 2017, resigned 24 December 2020)

Michael Naylor

Non-Executive Director - Bcom., CA

Mr Naylor has 24 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.

Director since 30 November 2018.

Mr Naylor was Company Secretary from 2 May 2022 to 10 August 2022.

Current ASX Listed Directorships:

  • Bellevue Gold Limited (Appointed 24 July 2018)

  • Midas Minerals Ltd (Appointed 23 March 2018)

  • Cygnus Gold Ltd (Appointed 25 May 2022)

Past ASX Listed Directorships (last 3 years):

Nil

Stephen Parsons

COMPANY SECRETARIES

Non-Executive Director - BSc (Hons) Geology,

MAusIMM

Mr Parsons is currently the Managing Director of ASX300 company, Bellevue Gold Limited (ASX: BGL) which is developing the significant Bellevue gold mine in Western Australia.

Mr Parsons was previously the Managing Director of Gryphon Minerals Ltd, which discovered a large multimillion ounce gold project in Burkina Faso, West Africa and grew to be an ASX200 company prior to its take over by a significant North American gold company.

Mr Parsons has over 20 years’ experience in the mining industry with a proven track record of mineral discoveries, company growth, international investor relations and creating shareholder wealth. Mr Parsons has an honours degree in Geology.

William Nguyen - Bcom., CA

Mr Nguyen was appointed CFO and Joint Company Secretary on 13 June 2022, bringing over 13 years’ experience mining industry, including 8 years in the gold sector. Mr Nguyen holds a Bachelor of Commence degree and is a qualified Chartered Accountant.

Maddison Cramer - LLB, BA (Hons)

Ms Cramer was appointed Joint Company Secretary on 10 August 2022. Ms Cramer is a corporate lawyer with a focus on mining and resources, and a former Company Secretary of Bellevue Gold Ltd (ASX: BGL).

Nicholas Katris - Bcom., CA

Mr Katris resigned as Company Secretary on 30 April 2022.

Director since 28 January 2020.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 23

Directors’ Meetings

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

BOARD MEETINGS

DIRECTORS NUMBER
ATTENDED
NUMBER ELIGIBLE
TO ATTEND
RayShorrocks 2 2
Michael Naylor 2 2
Stephen Parsons 2 2

All Directors were eligible to attend all meetings held.

Principal Activities

The principal activity of the Group during the year was exploration and evaluation in relation to the Pickle Crow Gold Project in Ontario, Canada and Limestone Well Vanadium-Titanium Project in Western Australia.

There have been no other significant changes to the nature of these activities during the year.

Operations & Financial Review

The information reported in this operating and financial review should be read in conjunction with the review of operations.

Pickle Crow

In February 2022, the Company announced an increase to its Inferred Resource of 0.51Moz at its Pickle Crow Gold Project. The increase takes AuTECO’s total Inferred Resource to 2.23Moz at 7.8g/t gold (refer ASX released dated 15 February 2022).

Financial Results for the period

The Group’s cash position as at 30 June 2022 was $13.6 million (2021: $21.8 million), with a market capitalisation of $89 million.

The Group’s consolidated net loss for the year ended 30 June 2022 was $3,164,052 (2021: $3,365,324). The loss included the following items:

  • Corporate costs of $1.1 million (2021: $1.6 million);

  • Employees benefits expense of $1.4 million (2021: $1.2 million); and

  • Non-cash share-based payment expense of $0.7 million (2021: $0.6 million).

The Group’s net assets increased to $74.1 million (2021: $55.1 million).

Dividends

No dividend was paid or declared by the Company in the financial period and up to the date of this report.

Share Placements and Issues

During the financial year, the Company issued the following shares, excluding options exercised:

No. of
Price per
Amount raised
Date shares
share($)
before costs($)
21/02/2022 250,000,000
0.08
20,000,000

Shares issued on exercise of options

During the financial year, the Company issued the following shares on exercise of options:

No. of
Price per
Amount raised
Date shares
share($)
before costs($)
04/11/2021 10,000,000 0.007 70,000
04/11/2021 11,000,000 0.01 110,000
08/03/2022 25,000,000 0.01 250,000
08/03/2022 43,000,000 0.007 301,000
31/03/2022 50,123,232 0.00725 363,393
31/03/2022 10,000,000 0.007 70,000
31/03/2022 1,000,000 0.01 10,000

Performance Rights Issued

During the financial year, the Company granted the following performance rights which convert to shares subject to the satisfaction of certain performance and/or retention milestones:

No. of
Performance Rights Grant Date Expiry date
500,000 04/11/2021 04/11/2026
11,000,000 22/06/2022 22/06/2027

Options issued

During the financial year, there were no options issued.

Corporate Review

Management Appointments

On 6 June 2022 the Company announced that it had appointed Chief Operating Officer, Darren Cooke, as Chief Executive Officer; senior finance professional William Nguyen as Chief Financial Officer and Joint Company Secretary; highly-experienced environment and community relations specialist Tabatha LeBlanc as Vice President – Environment & Community; and highlyexperienced geologist Juan Gutierrez as Group Chief Geologist.

Equity Raising

In February 2022, AuTECO completed an unconditional placement of 250 million ordinary shares at 8 cents per share to raise $20 million before costs (refer ASX release dated 21 February 2022).

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 24

Pickle Crow Project Earn-In (70%)

During the year, AuTECO satisfied the Stage 2 earn-in requirement for Pickle Crow by spending C$5,000,000 on the project. The Company now holds 70% of the project and can elect to acquire a further 10% interest by paying C$3,000,000 at any time.

Name Number of Number of
ordinary shares options
RayShorrocks 29,428,571 17,000,000
Stephen Parsons 106,747,017 60,000,000
Michael Naylor 62,456,424 28,000,000

Limestone Well Acquisition

In October 2021, the Company executed a binding term sheet with Mithril Resources Ltd (ASX: MTH) for the acquisition of the Limestone Well Vanadium-Titanium project for cash consideration of $500,000. AuTECO now holds a 90% interest in the project with the sole, exclusive and irrevocable option to purchase the remaining 10% interest from Mithril Resources for consideration of $10,000,000.

Events Subsequent to Reporting Date

On 10 August 2022, the Company announced the appointment of Ms Maddison Cramer as a Company Secretary of AuTECO. Ms Cramer is Joint Company Secretary with Mr William Nguyen, the current Joint Company Secretary and Chief Financial Officer. Mr Naylor stepped down as a Company Secretary on the same date.

No other events have arisen between 30 June 2022 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.

Likely Developments

The Company will continue to advance the exploration and evaluation of the Pickle Gold Project and regional areas.

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.

Shares and Options

  • (a) Directors’ Interests in the Shares and Options of the Company

The Directors’ interests in the shares and options of the Company at the date of this report are set out in the table as follows:

(b) Unlisted Options

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

Exerciseprice$ Expiry date Number
0.01 9/03/2023 30,000,000
0.011 9/03/2023 6,000,000
0.012 9/03/2023 6,000,000
0.013 9/03/2023 6,000,000
0.014 9/03/2023 6,000,000
0.015 9/03/2023 6,000,000
0.125 14/04/2024 10,000,000
0.01 23/01/2025 114,000,000
Total unlisted options 221,000,000

(c) Performance Rights

At the date of this report, there were 27,300,000 performance rights (being rights to be issued shares on a one-for-one basis subject to the achievement of certain vesting conditions) of the Company. Refer to the remuneration report for further details of the outstanding Performance Rights held by Key Management Personnel (KMP).

Indemnification and Insurance of Directors and Officers

In accordance with the Company’s constitution, except as may be prohibited by the Corporations Act 2001 (Cth) ( Corporations Act ), 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

To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young Australia, 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

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 25

indemnify Ernst & Young Australia 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.

Corporate Governance

The Directors of AuTECO are responsible for the corporate governance of the Company and have applied ASX Corporate Governance Principles in a manner that is appropriate to the Company’s circumstances. The Company’s corporate governance statement is available on the Company’s website at www.autecominerals.com.

independence for auditors imposed by the Corporations Act. 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 Note 19 of the financial statements.

Lead Auditor’s Independence Declaration

The auditor’s independence declaration, as required under section 307C of the Corporations Act, is set out on page 37 and forms part of this report.

Non-audit Services

The Directors are satisfied that the provision of non- audit services is compatible with the general standard of

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REMUNERATION REPORT (AUDITED)

This Remuneration Report, which forms part of the Directors’ Report, sets out information on the remuneration of the key management personnel ( KMP ) of the Company for the financial year ended 30 June 2022. The information in the Remuneration Report has been prepared in accordance with section 300A of the Corporations Act 2001 (Cth) ( Corporations Act ) and has been audited as required by Section 308(3C) of the Corporations Act .

Key Management Personnel

The Remuneration Report details the remuneration arrangements for KMP who are defined as those persons having authority and responsibility for planning, directing, and controlling the major activities of the Group, directly or indirectly, including any Director (whether executive or otherwise) of the Company. For the purpose of this report, the term ‘Executive’ encompasses the Executive Chairman and other executives.

The following people were KMP during the financial year and unless otherwise indicated were KMP for the entire financial year:

NAME POSITION TERM AS KMP
Non-Executive Directors
Michael Naylor Non-Executive Director1 Full financial year
Stephen Parsons Non-Executive Director Full financial year
Executive Directors
Ray Shorrocks Executive Chairman Full financial year
Executives
Darren Cooke Chief Operating Officer2 Full financial year
William Nguyen Chief Financial Officer & Joint Company Secretary From 13 June 2022
Marcus Harden Chief Geologist Resigned 10 February 2022
Nicholas Katris Chief Financial Officer & Company Secretary Resigned 30 April 2022
  1. Mr Naylor was appointed Company Secretary on 2 May 2022 and stepped down from that role on 10 August 2022.

  2. Mr Cooke was appointed Chief Operating Officer on 1 February 2021 and was subsequently appointed Chief Executive Officer on 1 July 2022.

REMUNERATION POLICY

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 fair and competitive taking into account the nature and size of the organisation and its current stage of activities.

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

  • to attract and retain a highly skilled executive team who are motivated, have a proven track record, and rewarded for successfully delivering the short and long-term objectives of the Company, including successful project delivery and shareholder value;

  • 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.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 27

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 KMP; remuneration policies and practices; retirement and 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.

Use of Remuneration Advisors

During the year ended 30 June 2022 the Board did not engage the services of remuneration consultants.

REMUNERATION OF NON-EXECUTIVE DIRECTORS

Fees and payments to Non-Executive Directors reflect the time commitment and responsibilities of their role and are reviewed annually by the Board.

Directors’ Fees

Fees for the Non-Executive Directors are determined within an aggregate Director fee pool limit of $500,000, which was last approved by shareholders in 2020.

All Non-Executive Directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the Board policies and terms, including remuneration, relevant to the office of Director.

Non-Executive Directors are not provided with retirement benefits other than statutory superannuation.

REMUNERATION OF EXECUTIVES

FY22 Remuneration Mix

The Company’s remuneration policy for Executives is designed to promote performance and long-term commitment to the Company. In considering the Company’s performance in relation to the remuneration policy, due regard is given to shareholder wealth creation, including movements in the market value of the Company’s shares.

The intention of the Company’s remuneration framework is to ensure remuneration and reward structures are aligned with shareholders’ interests by:

  • being market competitive to attract and retain high calibre individuals;

  • rewarding superior individual performance;

  • recognising the contribution of each Executive to the continued growth and success of the Company; and

  • linking long-term incentives to shareholder value.

To achieve these objectives, the remuneration structure of Executives provides fixed and variable pay, comprised of:

  • total fixed remuneration, inclusive of base pay and superannuation;

  • performance-based short-term incentives; and

  • performance-based long-term incentives.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 28

Other KMP

Executive Chair

Chief Operating Officer

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Fixed Component STI LTI
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Total Fixed Remuneration

Total Fixed Remuneration ( TFR ) comprises of base salary and superannuation.

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 considered 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 is reviewed annually to ensure each Executive’s remuneration remains fair and competitive. There is no guarantee that fixed remuneration will be increased in any service contracts for Executives.

Short-term incentives

Short-term incentives ( STIs ) generally comprise a cash bonus or incentive, but may also include shares. The STIs are structured as performance-based remuneration which are linked to achievement of shorter-term performance targets or objectives in a period of 12 months.

STI payments are approved at the discretion of the Board based on the achievement of Key Performance Indicators ( KPIs ). KPIs are set annually by the Board unless determined otherwise.

Long-term incentives

Long-term incentives ( LTIs ), which may comprise shares, options and/or performance rights, are granted at the discretion of the Board, subject to obtaining relevant approvals if required, and vest on attainment of either retention and/or project performance hurdles. The LTIs are granted under the AuTECO Minerals Ltd Employee Incentive Plan.

The LTIs are designed to align the remuneration of Executives with creation of value for shareholders and provide a link between Executive remuneration and the level of their performance and the performance of the Company.

Securities Trading Policy

The trading of shares issued to participants under any of the Company’s employee incentive plans is subject to, and conditional upon compliance with the Company’s Securities Trading Policy. Executives are prohibited from entering into any hedging arrangements over unvested securities under the Company’s employee incentive plans and the Securities Trading Policy.

LINK BETWEEN PERFORMANCE AND REMUNERATION OUTCOMES

The remuneration framework detailed above has been tailored with the objective of attracting and retaining high calibre individuals who contribute to the success of the Company, while maintaining alignment between Company performance and individual rewards. The remuneration policies seek a balance between the interests of stakeholders and competitive market remuneration levels.

Company Performance

The Group’s performance for the financial year ended 30 June 2022 and the previous four financial years, and its impact on shareholder wealth as required to be disclosed under the Corporations Act is summarised in the table below.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT

29

2022 2021 2020 2019 2018
Share Price as at 30 June($) 0.043 0.08 0.16 0.005 0.003
Share Price Increase/(Decrease) (46%) (50%) 3,100% 67% (40%)
Market Capitalisation($) 88,893,993 133,374,315 213,720,058 5,012,323 2,167,394
2.23 Moz @ 1.71 Moz @ 0.83 Moz @
Inferred Resource 7.8g/t gold 8.1g/t gold 11.6g/t gold Nil Nil
from 8.9Mt from 6.6Mt from 2.3Mt
Inferred Resource Increase/(Decrease) 30% 106% Nil Nil Nil
Loss after tax($) 3,164,052 3,365,324 7,653,203 932,937 1,404,567

Performance against STI measures – Chief Operating Officer

During the previous financial year, the Company set performance targets based on short-term objectives that were critical to the Company’s near to mid-term strategy. These performance targets were measured by the Board at the end of the 2021 calendar year.

In FY22 the Company awarded an STI bonus with a value of $76,868, payable 50% in cash and 50% in shares. The cash component was included in the KMP’s remuneration for FY21. A total of 534,132 shares were issued subsequent to FY22 based on a deemed issue price equal to the 5-day volume weighted average market price up to and including 31 December 2021, being $0.07196 per share and are subject to a 12-month holding lock.

Long-Term Incentives

Details on the Options and Performance Rights issued to KMP during the financial year are included on page 33 of this report.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 30

STATUTORY AND SHARE-BASED REPORTING

KMP Remuneration for FY22

In the following table, we have set out the statutory disclosures required under the Corporations Act 2001, in accordance with the Australian Accounting Standards. The amounts shown reflect the remuneration for each Executive that relates to their service as a KMP in FY22 and FY21.

Non-Executive
Directors
SHORT TERM BENEFITS POST
EMPLOYMENT
SHARE-BASED
PAYMENT1
(non-cash)
TOTAL $
Linked to
Performance
%
Salary/
Fees $
STI
Bonus $
Annual
**Leave $ **
Superannuation
Benefits $
STI $
LTI $
M Naylor
FY22
FY21

60,000
-
-

60,000
75,000
-
-
-
-
-
-
-
60,000
-
135,000
-
S Parsons
FY22
FY21

100,000
-
-

100,000
75,000
-
10,000
9,500
-
-
-
-
110,000
-
184,500
-
**Executive Director **
R Shorrocks
Executive Chairman
FY22
FY21

285,000
65,000
8,481

275,000
75,000
21,216
35,000
25,729
-
-
-
-
393,481
-
396,946
-
Other KMP
D Cooke
COO2
FY22
FY21

281,250
-
15,750

112,500
34,940
8,654
28,125
14,182
21,237
568,554
17,197
230,639
914,916
64
418,112
59
W Nguyen
CFO & Joint
Company Secretary3
FY22
FY21

13,258
-
1,020

-
-
-
1,326
-
-
2,869
-
-
18,472
16
-
-
Former KMP
M Harden4
FY22
FY21

138,463
-
-

220,000
25,000
16,973
13,567
20,900
-
29,611
-
111,689
181,641
16
394,562
28
N Katris5
FY22
FY21

155,055
-
-

29,333
25,000
16,973
15,393
20,900
-
14,806
-
70,650
185,253
8
110,009
64
TOTAL
FY22
FY21
1,033,026
65,000
25,251

815,859
364,940
49,083
103,410
74,681
21,237
615,840
17,197
412,978
1,863,763
34
1,734,738
25
  1. Relates to the non-cash value of Performance Rights and Options expensed during the financial year under Australian Accounting Standards.

  2. Mr Cooke was appointed Chief Operating Officer on 1 February 2021 and was subsequently appointed Chief Executive Officer on 1 July 2022.

  3. Mr Nguyen was appointed CFO and Joint Company Secretary on 13 June 2022.

  4. Mr Harden resigned as Chief Geologist on 10 February 2022.

  5. Mr Katris resigned as CFO and Company Secretary on 30 April 2022.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 31

EXECUTIVE EMPLOYMENT AGREEMENTS

Remuneration and other terms of employment for executives are formalised in employment contracts. The employment contracts specify the components of remuneration, benefits, and notice periods.

The agreements relating to remuneration and other terms of employment for the Executives for the financial year are set out below.

Company/ Employee Change of
Base Salary incl. Termination Notice control
Name and Position Term of Agreement Super(TFR)1 Period bonus
Ray Shorrocks
Executive Chair
Ongoing since 1 July 2020 $346,500pa 3 months 3 months’
Base Salary
Darren Cooke
Chief OperatingOfficer2
Ongoing since 1 February 2021 $346,500pa 3 months 6 months’
Base Salary
William Nguyen
Chief Financial Officer & Ongoing since 13 June 2022 $275,000pa 3 months -
Joint CompanySecretary
  1. As at 30 June 2022, base salary is reviewed annually (unless so determined) by the Board.

  2. Mr Cooke was appointed Chief Operating Officer on 1 February 2021 and was subsequently appointed Chief Executive Officer on 1 July 2022.

SHARE BASED COMPENSATION

Options Granted in FY22

There were no options granted under the AuTECO Minerals Ltd Employee Incentive Plan during the year.

Share Options Holdings

Details of vesting profiles of the unlisted options held by each KMP of the Group during the year ended 30 June 2022 are detailed below:

Grant
Date
Balance
at start of
period
Granted
during
theyear
Lapsed
Held at
cessation of
employment
Exercised
Balance for the
period ended


Vested and
exercisable Unvested
Directors
S Parsons
29/03/19
25,000,000
-
-(25,000,000)
-
-
9/03/20
60,000,000
-
-
60,000,000
-
R Shorrocks 9/03/20
30,000,000
-
-(13,000,000)
17,000,000
-
M Naylor 29/03/19
16,000,000
-
-(16,000,000)
-
-
9/03/20
30,000,000
-
-(2,000,000)
28,000,000
-
Other KMP
M Harden
(Resigned 10/02/22)
29/03/19
10,000,000
-
-(10,000,000)
-
-
-
23/01/20
20,000,000
-
-(10,000,000)
10,000,000
10,000,000
-
N Katris
(Resigned 30/04/22)
29/03/19
2,000,000
-
-(2,000,000)
-
-
-
23/01/20
10,000,000
-
-(10,000,000)
-
-
-
D Cooke 30/04/21
10,000,000
-
-
-
-
- 10,000,000
Total 213,000,000
-
-
88,000,000
10,000,000 115,000,000 10,000,000

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 32

Performance Rights issued under the Incentive Plan

The Performance Rights over ordinary shares are granted under the Incentive Plan for nil cash consideration and carry no dividend or voting rights. When exercised, each Performance Right will be converted into one ordinary share.

The terms and conditions of each grant of Performance Rights affecting remuneration in the reporting period are set out below:

Chief Executive Officer

Tranche Number
Grant date
Performance
measurement
period
Expiry
date
Number
Grant date
Performance
measurement
period
Expiry
date
Number
Grant date
Performance
measurement
period
Expiry
date
Number
Grant date
Performance
measurement
period
Expiry
date
Vesting conditions Value per
Performance
Right at grant
date
A 3,500,000 22 Jun
2022
13 Jun 2022
to 30 Jun
2025
22 Jun
2027
Both of the following:
•the Company announcing a JORC Resource
(inferred or indicated) of 3,500,000 ounces of
gold on or before 30 June 2024; and
•3 years’ continuous employment with the
Company.
$0.037
B 1,750,000 22 Jun
2022
13 Jun 2022
to 30 Jun
2025
22 Jun
2027
Both of the following:
•the Company achieving a volume weighted
average share price of $0.10 or above over a
period of 30 consecutive Trading Days on or
before 30 June 2023; and
•3 years’ continuous employment with the
Company.
$0.037
C 1,750,000 22 Jun
2022
13 Jun 2022
to 30 Jun
2025
22 Jun
2027
Both of the following:
•presenting a strategy to the Board for
approval and once approved, execution of
the strategy to create value for Company
shareholders in regard to the Limestone Well
project; and
•3 years’ continuous employment with the
Company.
$0.037

Chief Financial Officer

Tranche Number
Grant date
Performance
measurement
period
Expiry
date
Number
Grant date
Performance
measurement
period
Expiry
date
Number
Grant date
Performance
measurement
period
Expiry
date
Number
Grant date
Performance
measurement
period
Expiry
date
Vesting conditions Value per
Performance
Right at grant
date
D 1,000,000 22 Jun
2022
13 Jun 2022
to 13 Jun
2024
22 Jun
2027
•The Company announcing a JORC
Resource (inferred or indicated) of 3,000,000
ounces of gold prior to 13 June 2024.
$0.037
E 1,000,000 22 Jun
2022
13 Jun 2022
to 13 Jun
2024
22 Jun
2027
•Establishing an efficient and accurate
internal reporting system, as approved by the
Board in its entire discretion (System) prior to
13 June 2023 and the Company continues to
use the System for a minimum period of
12 months.
$0.037
F 2,000,000 22 Jun
2022
13 Jun 2022
to 13 Jun
2025
22 Jun
2027
•3 years’ continuous employment with the
Company.
$0.037

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 33

Performance Rights holdings

The number of Performance Rights over ordinary shares in the Company held during the financial year by KMP, including their personally related parties, are set out below.

Name Balance at
start ofyear
Granted during
theyear
Vested Forfeited/
Cessation
as KMP
Balance at end ofyear
Unvested Vested
Unvested
2022
D Cooke 15,000,000 7,000,000 - - -
22,000,000
W Nguyen - 4,000,000 - - -
4,000,000
SHAREHOLDINGS OF KEY MANAGEMENT PERSONNEL
The number of shares in the Company held during the financial year by KMP of the Company, including their personally
related parties, are set out below.
Directors
Held at
1 July 2021
Held at date of
appointment
On exercise of
options
Purchases/
(Sold)
Held at
cessation
Held at
30 June 2022
R Shorrocks
28,428,571
-
13,000,000
(12,000,000)
-
29,428,571
S Parsons
102,887,483
-
25,000,000
(21,140,466)
-
106,747,017
M Naylor
60,956,424
-
18,000,000
(17,500,000)
-
61,456,424
Other KMP
D Cooke
85,000
-
-
125,000
-
210,000
W Nguyen
(Appointed 13/06/22)
-
300,000
-
98,680
-
398,680
M Harden
(Resigned 10/02/22)
32,785,714
-
20,000,000
(15,000,000)
37,785,714
N/A
N Katris
(Resigned 30/04/22)
-
-
12,000,000
(492,279)
11,507,721
N/A
Total
225,143,192
300,000
88,000,000
(65,909,065)
49,293,435
198,240,692

The number of shares in the Company held during the financial year by KMP of the Company, including their personally related parties, are set out below.

LOANS TO KMP

There were no loans to key management personnel of the Company, including their personally related parties, as at 30 June 2022 or 30 June 2021.

OTHER TRANSACTIONS WITH KMP AND THEIR RELATED PARTIES

The following transactions have been entered into on arm’s length terms, based on standard commercial terms and conditions.

Bellevue Gold Limited

Mr Parsons and Mr Naylor are Directors of Bellevue Gold Limited.

There were no payments for the provision of exploration services in relation to the financial year ended 30 June 2022. $86,937 in repayments were made for costs incurred by Bellevue Gold on AuTECO’s behalf for the provision of office rent, outgoings, administration support, IT services, and stationery in relation to the financial year ended 30 June 2022 (2021: $86,337).

Michael Naylor

Blue Leaf Corporate Pty Ltd, a company of which Mr Naylor is a Director, provided accounting and company secretarial services to the Group during the year ended 30 June 2022 totalling $10,000 (2021: $100,000), which is not included in the remuneration tables.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 34

END OF REMUNERATION REPORT

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

==> picture [105 x 45] intentionally omitted <==

Mr Ray Shorrocks Executive Chairman Dated 30 September 2022

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 35

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AUDITOR’S INDEPENDENCE DECLARATION

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 36

==> picture [86 x 101] intentionally omitted <==

Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843

Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au

Auditor’s independence declaration to the Directors of Auteco Minerals Ltd

As lead auditor for the audit of the financial report of Auteco Minerals Ltd for the financial year ended 30 June 2022, I declare to the best of my knowledge and belief, there have been:

  • a) no contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the audit ;

  • b) no contraventions of any applicable code of professional conduct in relation to the audit.

  • c) No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Auteco Minerals Ltd and the entities it controlled during the financial year.

==> picture [80 x 47] intentionally omitted <==

Ernst & Young

==> picture [63 x 54] intentionally omitted <==

Russell Curtin Partner

30 September 2022

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

==> picture [200 x 65] intentionally omitted <==

FINANCIAL STATEMENTS

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 38

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 2022
Note
2022
$
2021
$
For the year ended 2022
Note
2022
$
2021
$
Income
Other income
3
Total Other Income
Expenses
Accounting and audit
Business development
Consultants and contractors
Depreciation and amortisation expense
Employee benefits
Insurance
Impairment of exploration and evaluation assets
13
Listing and compliance
Office rental and outgoings
Other expenses
Share-based payments
4
Travel and accommodation
Unrealised foreign exchange
Total Expenses
Loss before income tax expenseand finance income
Finance income
5
Loss before income tax expense
Income tax expense
6
Loss after income tax for the year
Add: Net loss attributable to non-controlling interest
Loss attributable to Equity Holders of the Company for the year
Loss after income tax for the year
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation differences – foreign operations
Total other comprehensive income for the year
Total comprehensive loss for the year
Total comprehensive income for the year attributable to:
Non-controlling interest
Equity holders of the Company
Total comprehensive loss for the period, net of tax
Loss per share attributable to the equity holders of the parent entity
Basic and Diluted loss per share (cents)
7

28,652
115,869
28,652
115,869
(171,582)
(73,084)
(371,843)
(283,421)
(123,538)
(710,985)
(28,683)
(3,724)
(1,398,950)
(1,242,966)
(65,077)
(53,043)

(6,529)
(290,672)
(109,291)
(111,284)
(64,598)
(76,809)
(94,352)
(59,643)

(707,467)
(608,296)
(340,702)
(58,958)
273,446
30,108
(3,209,166)
(3,542,777)
(3,180,514)
(3,426,908)

16,462
61,584
(3,164,052)
(3,365,324)

-
-
(3,164,052)
(3,365,324)
3,308
-
(3,160,744)
(3,365,324)
(3,164,052)
(3,365,324)
2,681,730
331,642
2,681,730
331,642
(482,322)
(3,033,682)
453,952
-
(936,274)
(3,033,682)
(482,322)
(3,033,682)

(0.18)
(0.21)

The accompanying notes form part of the consolidated financial statements.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT

39

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2022
Note
2022
$
2021
$
As at 30 June 2022
Note
2022
$
2021
$
ASSETS
Current assets
Cash and cash equivalents
8
Trade and other receivables
9
Other assets
10
Total current assets
Non-current assets
Property, plant, and equipment
11
Right-of-use asset
12
Exploration and evaluation
13
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
14
Lease liability
12
Provisions
15
Total current liabilities
Non-current liabilities
Lease liability
12
Environmental reclamation provision
16
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
17.1
Reserves
17.2
Accumulated losses
Total equity attributed to equity owners of AuTECO Minerals Ltd
Non-controlling interest
18
Total equity

13,587,703
21,787,312

4,362,694
553,680

937,130
265,405
18,887,527
22,606,397

625,902
236,237

275,222
338,552

63,905,081
38,719,667
64,806,205
39,294,456
83,693,732
61,900,853

4,985,323
2,530,027

71,259
196,946

98,363
61,623
5,154,945
2,788,596

-
67,948

4,398,711
3,897,312
4,398,711
3,965,260
9,553,656
6,753,856
74,140,076
55,146,997

89,835,959
69,837,891

5,062,811
4,397,888
(38,271,154)
(35,152,383)
56,627,616
39,083,396

17,512,460
16,063,601
74,140,076
55,146,997

The accompanying notes form part of the consolidated financial statements.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 40

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 30 June 2022

Note 2022 2021
$ $
OPERATING ACTIVITIES
Cash payments to suppliers and employees (6,355,927) (2,654,274)
Interest received 16,462 61,584
Other income 27,500 115,869
Net cash flows used in operating activities 8.1 (6,311,965) (2,476,821)
INVESTING ACTIVITIES
Purchases of property, plant, and equipment (450,631) (207,620)
Exploration expenditure (capitalised) (19,915,347) (9,248,396)
Payments for the acquisition of Pickle Crow Gold Project (1,587,889) -
Net cash flows used in investing activities (21,953,867) (9,456,016)
FINANCING ACTIVITIES
Proceeds from issue of shares 17.1 20,000,000 30,600,000
Proceeds from exercise of options 17.2 1,174,393 1,000
Capital raising costs for issue of shares (1,275,830) (1,665,280)
Principal elements of lease payments (206,544) (125,743)
Interest elements of lease payments (9,551) (11,625)
Net cash flows from financing activities 19,682,468 28,798,352
Net increase/(decrease) in cash and cash equivalents (8,583,364) 16,865,515
Effect of movements in exchange rates on cash held 383,755 75,368
Cash and cash equivalents at the beginning of the financial year 21,787,312 4,846,429
Cash and cash equivalents, at the end of the financial year 8 13,587,703 21,787,312

The accompanying notes form part of the consolidated financial statements.

.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 41

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2022 Contributed Accumulated Non-controlling
equity Reserves Losses Total interest Total equity
Notes $ $ $ $ $ $
Balance as at 30 June 2020 31,628,171 6,696,324 (32,351,162) 5,973,333 - 5,973,333
Loss for the year - - (3,365,324) (3,365,324) - (3,365,324)
Other comprehensive income - 331,642 - 331,642 - 331,642
Total comprehensive income/(loss) for the year - 331,642 (3,365,324) (3,033,682) - (3,033,682)
Shares issued during the year 17.1 30,600,000 - - 30,600,000 - 30,600,000
Shares issued as part of the acquisition of PC Gold - Pickle Crow Gold Project
17.1
9,250,000 - - 9,250,000 - 9,250,000
Transaction costs arising from share issue 17.1 (1,640,280) - - (1,640,280) - (1,640,280)
Cash received for share options issued 17.2 - 1,000 - 1,000 - 1,000
Transfer of reserve upon expiry of share options 17.2 - (564,103) 564,103 - - -
Non-controlling interest share of capitalised expenditure & evaluation 17.2 - (2,675,271) - (2,675,271) 2,675,271 -
Non-controlling interest on acquisition - - - - 13,388,330 13,388,330
Share-basedpayments expensed 17.2 - 608,296 - 608,296 - 608,296
Balance as at 30 June 2021 69,837,891 4,397,888 (35,152,383) 39,083,396 16,063,601 55,146,997
Loss for the year - - (3,160,744) (3,160,744) (3,308) (3,164,052)
Other comprehensive income - 2,681,730 - 2,681,730 457,260 (3,138,990)
Total comprehensive income/(loss) for the year - 2,681,730 (3,160,744) (479,014) 453,952 (25,062)
Shares issued during the year 17.1 20,000,000 - - 20,000,000 - 20,000,000
Transaction costs arising from share issue 17.1 (1,275,830) - - (1,275,830) - (1,275,830)
Cash received for share options issued 17.2 1,174,393 - 1,174,393 - 1,174,393
Transfer into reserve upon exercise of share options 17.2 1,273,898 (1,273,898) - - - -
Transfer of reserve upon expiry of share options - (41,973) 41,973 - - -
Acquisition of non-controlling interest 17.2 - 4,640,854 - 4,640,854 (6,228,743) (1,587,889)
Non-controlling interest share of capitalised expenditure & evaluation 17.2 - (7,223,650) - (7,223,650) 7,223,650 -
Share-basedpayments expensed 17.2 - 707,467 - 707,467 - 707,467
Balance as at 30 June 2022 89,835,959 5,062,811 (38,271,154) 56,627,616 17,512,460 74,140,076

The accompanying notes form part of the consolidated financial statements.

AUTECO MINERALS LTD | 2022 ANNUAL REPORT

42

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS

For the year ended 30 June 2022

1. Basis of Preparation

The consolidated financial statements of AuTECO Minerals Ltd and its subsidiaries (collectively, the Group ) for the year ended 30 June 2022 were approved and authorised for issue by the Board of Directors on 30 September 2022.

AuTECO Minerals Ltd ( Auteco or the Company ) is a for-profit company limited by shares and incorporated in Australia, whose shares are publicly traded on the Australian Securities Exchange.

These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board ( AASB ), including Australian Interpretations, the Corporations Act 2001 (Cth) ( Corporations Act ) and also comply with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board.

a) Historical cost

The financial statements have been prepared under the historical cost convention, except for certain financial instruments, which have been measured at fair value.

a) Functional and presentation currency

These consolidated financial statements are presented in Australian dollars, the functional currency of the Group's significant foreign operations is Canadian dollars (CAD). Refer to note 21.5(a) in relation to the Group's exposure to foreign currency.

b) Critical accounting estimates

The preparation of financial statements requires management to use estimates, judgements, and assumptions. Application of different assumptions and estimates may have a significant impact on Auteco’s net assets and financial results.

Estimates and assumptions are reviewed on an ongoing basis and are based on the latest available information at each reporting date. Actual results may differ from the estimates.

The areas involving a higher degree of judgement and complexity, or areas where assumptions are significant to the financial statements are:

  • Exploration and evaluation expenditure

  • Share based payments

  • Business combination versus asset acquisition

The accounting estimates and judgements applied to these areas are disclosed in note 27(n).

AUTECO MINERALS LTD | 2022 ANNUAL REPORT

43

2. Segment Information

Certain members of the Executive Team and the Board of Directors (the chief operating decision maker) monitor the segment results regularly for the purpose of making decisions about resource allocation and performance assessment. Management has made this determination given the company’s two exploration and evaluation projects are segregated by geography.

a) Exploration

The Exploration segment includes the activities on all mineral exploration, including all joint venture tenements:

  • Pickle Crow Gold Project - Exploration and evaluation of Gold in Ontario, Canada

  • Limestone Well Project - Exploration and evaluation of Vanadium in Western Australia

b) Unallocated

Unallocated items comprise corporate balances and transactions which includes those items supporting the business during the year, and items that cannot be directly attributed to each segment.

The segment information for the reportable segments for the year ended 30 June 2022 is as follows:

Australia Canada
Total

Total
$ $ $
Year ended 30 June 2022
Segment results – Loss after income tax (6,529) (405,747) (412,276)
Unallocated losses after income tax (2,751,776)
Loss after income tax (3,164,052)
As at 30 June 2022
Segment assets 564,356 63,182,485
63,746,841
Unallocated assets 19,946,891
Total assets 83,693,732
Segment liabilities - 8,995,038
8,995,038
Unallocated liabilities 558,618
Total liabilities 9,553,656

The segment information for the reportable segments for the year ended 30 June 2021 is as follows:

Australia Canada Total
$ $ $
Year ended 30 June 2021
Segment results – Loss after income tax (290,672) (61,077) (351,749)
Unallocated losses after income tax (3,013,575)
Loss after income tax (3,365,324)
As at 30 June 2021
Segment assets - 38,715,709 38,715,709
Unallocated assets 23,185,144
Total assets 61,900,853
Segment liabilities - 6,452,516 6,452,516
Unallocated liabilities 301,340
Total liabilities 6,753,856

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3. Other Income

3. Other Income
FY22
FY21
$ $
Government Grant - Covid-19 -
22,960
Government Funding- Exploration Incentive Scheme 27,500
66,000
Other 1,152
26,909
28,652
115,869

Government Funding - Exploration Incentive Scheme

The Group received a payment of $27,500 from The Business Events Grant program which aims to ease the financial pressure for business event organisers and to incentivise Australian business to participate as buyers/sellers at preapproved events. It seeks to support the event industry including the tourism sector to fund Australian businesses to participate as buyers or sellers at pre-approved business events including exhibitions, conferences and conventions from 1 January 2021 to 31 December 2021.

In the prior year, the Group received government funding for Round 21 of the Exploration Incentive Scheme's (EIS) Co-funded Exploration Drilling Program of $66,000. The EIS program provides $5 million a year to encourage innovative drilling in Greenfields and under-explored areas of the State. Explorers can receive a refund of up to 50 per cent for innovative drilling projects, with caps of $150,000 (multi-hole project), $200,000 (single deep hole), and $30,000 for prospectors.

Government Grant - Covid-19

In the prior year, the Group received Boosting Cash Flow for Employers payments of $22,960. The Group was eligible during the 2019/2020 and 2020/2021 financial years, as its derived income was less than $50 million, and it made eligible payments of salary and wages. This is recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income over the period to which the grant relates, to match with the costs for which it compensates.

4. Share-based payments expense

FY22 FY21
$ $
Performance rights expense 412,146 161,842
Share options expense 295,321 446,454
707,467 608,296
5. Finance Income
FY22 FY21
$ $
Interest income 16,462 61,584

Interest income is recognised using the effective interest rate method.

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6. Income Tax

(a) Reconciliation between income tax expense and the loss before tax:

FY22 FY21 FY21
$ $
Loss before income tax benefit (3,164,052) (3,365,324)
Corporate tax rate applicable 30.00% 27.50%
Income tax expense (benefit) on above at applicable corporate
rate (949,216) (925,464)
Add/(subtract) the tax effect of:
- Other assessable income not included as accountingincome - 8,258
- Non-deductible expenses 1,931,344 274,161
- Currentyear tax losses not recognised 342 -
- Accountingincome not included as assessable income (947,088) (4,736)
- Other deductible expenses (35,382) (74,739)
- Deferred tax assets /(liabilities)not brought to account - 722,520
Income tax(benefit)/expense - -
(b) Unrecognised Deferred Tax Balance

The following deferred tax assets have not been brought to account:

Unrecognised deferred tax assets comprise:
- Deductible temporarydifferences 99,888 -
- Deferred tax assets attributable to tax losses 7,082,081 4,132,947
7,181,081 4,132,947

Deferred tax assets have not been recognised in respect of tax losses because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom.

Recoverability of tax losses is subject to satisfying either the Continuity of Ownership Test or the Business Continuity Test in accordance with the tax legislation requirements.

7. Loss per share

7. Loss per share
FY22 FY21
$ $
Net loss attributable to ordinaryshareholders of the Company (3,160,744) (3,365,324)
Weighted average number of ordinary shares outstanding during the
year used in calculation of basic and diluted lossper share 1,801,278,425 1,567,791,181
Lossper share(centsper share) (0.18) (0.21)

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.

221,000,000 vested share options outstanding at 30 June 2022 (2021: 375,123,232) 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 2022 and 2021.

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8. Cash and cash equivalents

FY22 FY21 FY21
$ $
Cash at bank 13,548,311 21,776,580
Short-term deposits 39,392 10,732
13,587,703 21,787,312

The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities is disclosed in note 21.5 (b).

8.1 Reconciliation of cash flows used in operating activities

FY22 FY21 FY21
$ $
Loss of theyear (3,160,744) (3,365,324)
Adjustments for:
Depreciation and amortisation expense 28,683 3,724
Share basedpayments 707,467 608,296
Net foreign currency gains (271,650) (36,738)
Impairment of exploration and evaluation assets 6,529 290,672
Changes in assets and liabilities:
Trade and other receivables (4,803,995) 7,835
Other assets 454,264 7,189
Provisions 538,781 51,549
Trade and otherpayables 188,700 (44,024)
Net cash used in operating activities (6,311,965) (2,476,821)

9. Trade and other receivables

9. Trade and other receivables
FY22 FY21
$ $
Netgoods and services taxation receivable 4,341,266 536,459
Other receivables 21,428 17,221
4,362,694 553,680
10. Other Assets
FY22
FY21
$ $
Prepayments 937,130
265,405

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11. Property, Plant and Equipment

11. Property, Plant and Equipment
FY22 FY21
Plant and equipment $ $
At cost 762,959 260,878
Accumulated depreciation (137,057) (24,641)
Net carrying amount 625,902 236,237

Movement in the carrying amounts for each class of plant and equipment between the beginning and the end of the current financial year, is as follows:

financial year, is as follows:
FY22 FY21
Plant and equipment $ $
Balance at 1 July 236,237 36,658
Additions 479,119 215,781
Disposals - -
Depreciation expense (112,416) (21,342)
Translation adjustment 22,962 5,140
Balance at 30 June 625,902 236,237

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12. Right-of-Use Assets and lease liability

The Group has a lease contract for a 6-unit drill camp and generator in its operations. The lease term is two years. Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:

FY22 FY21
$ $
Openingcarryingamount 338,552 -
Additions - 390,637
Depreciation (70,625) (52,085)
Translation adjustment 7,295 -
Closing carrying amount 275,222 338,552
Set out below are the carrying amounts of right-of-use lease liability recognised and the movements during the period:
FY22 FY21
$ $
Opening carrying amount 264,894 -
Additions - 390,637
Accretion of interest 9,551 11,625
Payments (216,095) (137,368)
Translation adjustment 12,909 -
Closing carrying amount 71,259 264,894
Current 71,259 196,946
Non-current - 67,948
Total 71,259 264,894
The following are the amounts capitalized to exploration and evaluation assets:
FY22 FY21
$ $
Depreciation expense for right-of-use assets 70,625 52,085
Interest expense on lease liabilities 9,551 11,625
Total amount capitalized in exploration and evaluation assets 80,176 63,710

The Group had total cash outflows for leases of $216,095 (2021: $137,368) during the period.

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13. Exploration and evaluation assets

13. Exploration and evaluation assets
FY22 FY21
$ $
Exploration and evaluation expenditure carried forward
Carrying amount as at 1 July 38,719,667 1,599,194
Earn-in expenditure stage 1 Pickle Crow (a) - 4,431,739
Consideration shares to complete stage 1 - 9,250,000
Assets assumed on acquisition of PC Gold Inc - 17,134,173
Earn-in expenditure stage 2 Pickle Crow (a) - 6,287,568
Payment to acquire Limestone Well 564,356 -
Capitalised expenditure at cost 21,259,644 290,672
Exploration and evaluation expenditure written off(1) (6,529) (290,672)
Translation adjustment 3,367,943 16,993
Carrying amount as at 30 June 63,905,081 38,719,667

1 An impairment loss has been recognised in relation to tenements where the Group has no immediate plans to incur substantive expenditure on further exploration activities.

a) Earn-in of the Pickle Crow Gold Project – Stage 1

In the previous financial year, the Group and First Mining Gold Corp. executed a definitive Earn-In Agreement whereby the Group may earn an 80% interest in PC Gold, a wholly owned subsidiary of First Mining which owns the Pickle Crow Gold Project ( Pickle Crow ).

On 31 May 2021, the Group completed the Stage 1 earn-in to acquire 51% of the common shares of PC Gold by issuing 100,000,000 consideration shares in AuTECO Minerals Ltd issued at a fair value of $0.0925/share totalling $9,250,000 (refer note 17.1(a)).

Upon obtaining a 51% interest in PC Gold, the Group assumed control of that company. The acquisition does not constitute a business combination in accordance with AASB 3 Business Combinations and was accounted for as an asset acquisition with the net purchase price paid being allocated to the assets acquired and liabilities assumed.

Cash consideration: $
Spend on earn-in exploration activities 5,632,576
Transaction costs 566,618
Share consideration:
Shares issued in AuTECO Minerals Ltd 9,650,000
Total 15,849,194

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b) Earn-in of the Pickle Crow Gold Project – Stage 2

On 26 August 2021, the Company acquired an additional 19% in PC Gold Inc. (which owns the Pickle Crow project), increasing the Company’s shareholding from 51% to 70%. The Company incurred C$5,000,000 in qualifying exploration expenditures and paid $1,587,889 in cash directly to the non-controlling party to complete Stage 2 of the Earn-In. Accordingly, the Company’s non-controlling interest was reduced by 19% of the net assets in PC Gold Inc. The Group continues to consolidate PC Gold Inc. at 30 June 2022 and has recorded a non-controlling interest for 30% of its net assets and gain/loss in the year.

In addition, upon completion of the Stage 2 Earn-In, AuTECO will have an option to acquire an additional 10% equity interest in PC Gold, exercisable any time following completion of the Stage 2 Earn-In, by paying First Mining C$3,000,000 in cash.

14. Trade and other payables

14. Trade and other payables
FY22
FY21
$ $
Tradepayables 3,654,954
1,997,523
Otherpayables 53,991
33,352
Accrued expenses 1,276,378
499,152
4,985,323
2,530,027
15. Provisions
FY22 FY21
$ $
Current – Provisions
Employee leave benefits 98,363 61,623

16. Environmental reclamation provision

The Company has an obligation to undertake decommissioning, restoration, rehabilitation, and environmental work when the environmental disturbance is caused by exploring and developing a mineral property.

As at 30 June 2022, the Company estimates that the environmental reclamation provision for the Pickle Crow Gold Project (at 100%), is $4,398,711 (2021: $3,897,312).

Movement in environmental reclamationprovision $
Balance at 30 June 2020 -
Take-upupon obtaininga 51% interest in PC Gold Inc. 3,987,312
Balance at 30 June 2021 3,987,312
Closure cost contingencyupdate to 15%(from 5%) 311,468
Foreign exchange translation impact 99,931
Balance at 30 June 2022 4,398,711

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17. Contributed equity and reserves

17.1 Contributed equity

17.1
Contributed equity
FY22 FY21 FY22 FY21
Shares Shares $ $
Fully paid ordinary shares 2,067,302,168 1,667,178,936 89,835,959 69,837,891
Movement in Ordinary shares on issue Note Number of Shares $
Balance at 30 June 2020 1,335,750,364 31,628,171
Shares issued 231,428,572 30,600,000
Shares issued aspart of the acquisition of PC Gold(a) 17.1 a) 100,000,000 9,250,000
Exercise of options 17.3 - -
Transaction costs - (1,640,280)
Balance at 30 June 2021 1,667,178,936 69,837,891
Shares issued 250,000,000 20,000,000
Exercise of options 17.3 150,123,232 1,273,898
Transaction costs - (1,275,830)
Balance at 30 June 2022 2,067,302,168 89,835,959

a) Acquisition - Pickle Crow Gold Project

In the prior year, 100,000,000 Ordinary Shares in AuTECO Minerals Ltd were issued at a fair value of $0.0925/share, for the acquisition of Pickle Crow Gold Project. The fair value of the Company’s share price was based on the date control was obtained. Refer to Note 13(b).

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52

17.2 Reserves

The following table shows the movements in reserves during the current and prior year.

Share Based
Payments
Reserve
$
Foreign
Currency
Translation
Reserve
$
Other
Reserves
$
Total
Reserves
$
Share Based
Payments
Reserve
$
Foreign
Currency
Translation
Reserve
$
Other
Reserves
$
Total
Reserves
$
Share Based
Payments
Reserve
$
Foreign
Currency
Translation
Reserve
$
Other
Reserves
$
Total
Reserves
$
Balance as at 1 July 2020
6,696,324
-
-
Foreign currencytranslation differences
331,642
6,696,324
331,642
Share Based Payment Transactions
-
Share options expense
608,296
-
-
608,296
-
Cash from options Issued
1,000
-
1,000
Transfer of reserve upon
-
-
Expiry of options
(564,103)
-
-
(564,103)
- Non-controlling interest of capitalised
exploration and evaluation
-
-
(2,675,271)
(2,675,271)
Balance as at 30 June 2021
6,741,517
331,642
(2,675,271)
4,397,888
Balance as at 1 July 2021
Foreign CurrencyTranslation Differences
-

2,681,730
-
2,681,730
Share Based Payment Transactions
-
Share options expense
707,467
-
-
707,467
-
Cash from options Issued
1,174,393
-
-
1,174,393
Transfer of reserve upon
-
Exercise of options
(1,273,898)
-
-
(1,273,898)
- Expiry of options
(41,973)
-
-
(41,973)
-
Acquisition of non-controlling interest
-
-
4,640,854
4,640,854
- Non-controlling interest capitalised
exploration and evaluation
-
-
(7,223,650)
(7,223,650)
Balance as at 30 June 2022
7,307,506
3,013,372
(5,258,067)
5,062,811

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53

17.3 Share Options

Movements During the Year

The following table illustrates the number and weighted average exercise prices ( WAEP ) of, and movements in, share options during 30 June 2022:

options during 30 June 2022:
FY22 FY21
Number WAEP Number WAEP
Outstanding at the beginning of the 375,123,232 0.0127 385,123,232 0.0094
year
Issued duringtheyear - - 10,000,000 0.0033
Exercised/expired duringtheyear (154,123,232) 0.0079 (20,000,000) 0.0039
Outstanding at the end of theyear 221,000,000 0.0156 375,123,232 0.0127
Exercisable at the end of theyear 211,000,000 334,123,232

The following table illustrates options movement during the year ended 30 June 2022:

Grant Date of Exercise Price Balance Balance Vested
Date Expiry (cents) 1 July 2021 Granted Lapsed **Exercised2 ** 30 June 22 30 June 22
29/03/19 26/04/23 0.007 63,000,000 - - (63,000,000) - -
09/04/19 03/05/22 0.005 12,530,808 - - (12,530,808) - -
09/04/19 03/05/22 0.007 12,530,808 - - (12,530,808) - -
09/04/19 03/05/22 0.008 12,530,808 - - (12,530,808) - -
09/04/19 03/05/22 0.009 12,530,808 - - (12,530,808) - -
23/01/20 23/01/25 0.01 62,000,000 - (4,000,000) (21,000,000) 37,000,000 37,000,000
09/03/20 9/03/23 0.01 30,000,000 - - - 30,000,000 30,000,000
09/03/20 9/03/23 0.011 6,000,000 - - - 6,000,000 6,000,000
09/03/20 9/03/23 0.012 6,000,000 - - - 6,000,000 6,000,000
09/03/20 9/03/23 0.013 6,000,000 - - - 6,000,000 6,000,000
09/03/20 9/03/23 0.014 6,000,000 - - - 6,000,000 6,000,000
09/03/20 9/03/23 0.015 6,000,000 - - - 6,000,000 6,000,000
09/03/20 23/01/25 0.01 130,000,000 - - (16,000,000) 114,000,000 114,000,000
30/04/21 14/04/24 0.125 10,000,000(1) - - - 10,000,000 -
TOTAL 375,123,232 - **(4,000,000) ** **(150,123,232) ** 221,000,000 211,000,000

1 The fair value of the options is amortised over a 24-month vesting period.

2 The weighted average share price at the date of exercise was $0.074.

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Movements during year ended 30 June 2021

Exercise

Exercise
Grant Date of Price Balance Balance Vested
Date Expiry (cents) 1 July 2020 Granted Lapsed Exercised 30 June 21 30 June 21
29/03/19 26/04/23 0.007 63,000,000
-

-
- 63,000,000 63,000,000
09/04/19 03/05/22 0.005 12,530,808
-

-
- 12,530,808 12,530,808
09/04/19 03/05/22 0.007 12,530,808
-

-
- 12,530,808 12,530,808
09/04/19 03/05/22 0.008 12,530,808
-

-
- 12,530,808 12,530,808
09/04/19 03/05/22 0.009 12,530,808
-

-
- 12,530,808 12,530,808
23/01/20 23/01/25 0.01 62,000,000(1) -
-
- 62,000,000 31,000,000
09/03/20 9/03/23 0.01 30,000,000
-

-
- 30,000,000 30,000,000
09/03/20 9/03/23 0.011 6,000,000
-

-
- 6,000,000 6,000,000
09/03/20 9/03/23 0.012 6,000,000
-

-
- 6,000,000 6,000,000
09/03/20 9/03/23 0.013 6,000,000
-

-
- 6,000,000 6,000,000
09/03/20 9/03/23 0.014 6,000,000
-

-
- 6,000,000 6,000,000
09/03/20 9/03/23 0.015 6,000,000
-

-
- 6,000,000 6,000,000
09/03/20 23/01/25 0.01 150,000,000
-
(20,000,000) - 130,000,000 130,000,000
30/04/21 14/04/24 0.125 - 10,000,000(2) - - 10,000,000 -
**TOTAL ** 385,123,232
10,000,000
(20,000,000) **- ** **375,123,232 ** 334,123,232

1 The fair value of the options is amortised over two tranches, 50% over 12 months and 50% over 24 months vesting period.

2 The fair value of the options is amortised over a 24-month vesting period.

For 30 June 2021, the fair value at grant date stated in the table for the remaining options above was determined using the Black-Scholes valuation methodology for options granted, and takes into account the following inputs:

Fair value of Risk Free Expected
Grant Expiry option at grant Option exercise Interest Rate Volatility(1) Total
Number date date date($) Price($) (%) (%) Value
10,000,000(1) 30/04/21 30/04/24 0.0491 0.125 0.1 100 491,000
  1. The expected volatility 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 a 24-month vesting period.

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17.4 Performance rights

Set out below are performance rights granted under the Company’s Employee Incentive Plan over ordinary shares which are granted for nil cash consideration.

Management has assessed that non-market conditions are more than probable to be achieved by the expiry date and therefore the total value of the rights incorporates all rights awarded. The expense recorded as share-based payments is recognised to the service period end date on a straight-line basis as the service conditions are inherent in the award.

Each performance right converts to one ordinary share in the Company upon satisfaction of the performance conditions linked to the rights. The rights do not carry any other privileges. The fair value of the performance rights granted is determined based on the number of rights awarded multiplied by the share price of the Company on the date granted.

The following table illustrates the number of, and movements in, performance rights during the year ended 30 June 2022:

30 June 2022 30 June 2021
Number Number
Outstanding at the beginning of theyear 16,264,674 -
Performance rightsgranted 11,500,000 16,264,674
Performance rights exercised - -
Performance rights lapsed/expired -
Outstanding at the end of theyear 27,764,674 16,264,674
Vested and exercisable - -

During the period, the Company granted 11,500,000 performance rights (2021: 16,264,674) to employees with various non-market vesting conditions, all of which pertained to the achievement of goals specific to each individual’s role. 11,000,000 of the performance rights were issued to KMP. The performance rights have a contained service period of 2-3 years.

The fair value of each performance right has been determined to be equivalent to the Company’s share price on grant date. During the period, these fair values ranged from $0.037 to $0.084 (2020: $0.083 - $0.097) depending on the date of grant. During the period, the Company recorded a share-based payment expense of $412,146 (2021: $161,842) equivalent to the total fair value of the performance rights amortised straight-line over any existing vesting period or service period. In this respect, the Company has judged that each individual will achieve the performance milestones and meet any service condition criteria.

Grant Date of Balance Balance Vested
Date Expiry 1 July 21 Granted Lapsed Exercised 30 June 22 30 June 22
30/04/21 14/04/26 10,000,000 - - - 10,000,000 -
30/04/21 14/04/26 5,000,000 - - - 5,000,000 -
01/03/21 01/03/26 500,000 - - - 500,000 -
01/05/21 01/05/26 300,000 - - - 300,000 -
18/10/21 4/11/26 - 500,000 - - 500,000 -
22/06/22 22/06/27 - 3,500,000 - - 3,500,000 -
22/06/22 22/06/27 - 1,750,000 - - 1,750,000 -
22/06/22 22/06/27 - 1,750,000 - - 1,750,000 -
22/06/22 22/06/27 - 1,000,000 - - 1,000,000 -
22/06/22 22/06/27 - 1,000,000 - - 1,000,000 -
22/06/22 22/06/27 - 2,000,000 - - 2,000,000 -
Total 15,800,000 11,500,000 - - 27,300,000 -

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Fair value of
performance right
Tranche Number Grant date Expiry date
atgrant date($)
Total Value
A 3,500,000 22/06/22 22/06/27
0.037
129,500
B 1,750,000 22/06/22 22/06/27
0.005
8,750
C 1,750,000 22/06/22 22/06/27
0.037
64,750
D 1,000,000 22/06/22 22/06/27
0.037
37,000
E 1,000,000 22/06/22 22/06/27
0.037
37,000
F 2,000,000 22/06/22 22/06/27
0.037
74,000
G 250,000 18/10/21 4/11/26
0.084
21,000
H 250,000 18/10/21 4/11/26
0.084
21,000

The total value has been recognised straight line over the service period or vesting condition, of which aligns to the expiry dates in the table above.

The performance rights vest based on the employee meeting certain performance or service milestones:

Tranche Vesting Conditions
A ASX announcement of a JORC Resource (inferred or indicated) of 3,500,000 ounces of
gold on or before 30 June 2024; and
Subject to 3years’ continuous employment with the Company.
B The Company achieving a volume weighted average share price of $0.10 or above over
a period of 30 consecutive Trading Days on or before 30 June 2023; and
Subject to 3years’ continuous employment with the Company.
C Presenting a strategy to the Board for approval and once approved, execution of the
strategy to create value for Company shareholders in regard to the Limestone Well
project; and
Subject to 3years’ continuous employment with the Company.
D ASX announcement of a JORC Resource (inferred or indicated) of 3,000,000 ounces of
gold on or before 13 June 2024.
E Establishing an efficient and accurate internal reporting system, as approved by the
Board in its entire discretion (System) prior to 13 June 2023 and the Company continues
to use the system for a minimum of 12 months.
F Subject to 3 years’ continuous employment with the Company.
G Subject to remaining an employee, office-bearer, or contractor of the Group for two
years.
H Subject to remaining an employee, office-bearer, or contractor of the Group for three
years.

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18. Non-controlling interest

The consolidated financial statements for the year ended 30 June 2021 included the accounts of the Company and all of its subsidiaries. At 31 May 2021, the Company completed the Stage 1 earn-in to acquire control of PC Gold Inc. (incorporated in British Columbia, Canada) which holds the Pickle Crow Project. At 30 June 2021, the Company had a 51% ownership in PC Gold Inc. and consolidated the financial information below.

On 26 August 2021, the Company acquired an additional 19% in PC Gold Inc., increasing the Company’s shareholding (and consequently, its interest in the Pickle Crow Project) from 51% to 70%. Accordingly, First Mining Gold Corp. (the noncontrolling interest) shareholdings decreased to 30%. Although the Board of PC Gold Inc. is equally represented by First Mining Corp. and the Company; has the ability to direct the nature, timing and extent of Pickle Crow Project exploration plans and spend.

In completing the transaction, the Company paid $1,587,889 in cash direct to the non-controlling party. Consequently, the non-controlling interest was reduced by 19% of the net assets in PC Gold Inc.

FY22 FY21
$ $
Current assets - -
Current liabilities - -
Current net assets - -
Non-current assets 62,773,578 36,675,270
Non-current liabilities 4,398,711 3,892,410
Non-current net assets 58,374,867 32,782,860
Total net assets 58,374,867 32,782,860
Non-controlling interest 17,512,460 16,063,601
FY22 FY21
$ $
Revenue 1,031 231
Expenses (9,996) (6)
Profit/(Loss) for theyear (8,965) 224
Other Comprehensive income 1,524,411 -
Loss attributable to non-controlling interest (3,308) -
Comprehensive income attributable to non-controlling interest 457,260 -
Total comprehensive income attributable to non-controlling 453,952 -
interest

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19. Auditors’ Remuneration

Amounts received or due and receivable by Ernst & Young Services Pty Ltd and Grant Thornton Audit Pty Ltd:

FY22 FY21
$ $
Ernst & Young Services Pty Ltd.
Audit or review of the financial report 64,484 44,560
Grant Thornton Audit Pty Ltd
Audit or review of the financial report - 7,028
Change in auditor file review - 2,000
64,484 53,588

20. Related Parties Transactions

Transactions with related parties are on normal commercial terms and at conditions no more favourable than those available to other parties unless otherwise stated. The following transactions have been entered into on arm’s length terms, based on standard commercial terms and conditions.

Bellevue Gold Limited

Mr Parsons and Mr Naylor are Directors of Bellevue Gold Limited.

There were no payments for the provision of exploration services in relation to the financial year ended 30 June 2022. $86,937 in repayments were made for costs incurred by Bellevue Gold on AuTECO’s behalf for the provision of office rent, outgoings, administration support, IT services, and stationery in relation to the financial year ended 30 June 2022 (2021: $86,337).

Michael Naylor

Blue Leaf Corporate Pty Ltd, a company of which Mr Naylor is a Director, provided accounting and company secretarial services to the Group during the year ended 30 June 2022 totalling $10,000 (2021: $100,000), which is not included in the remuneration tables.

Key management personnel compensation

Key management personnel compensation
FY22 FY21
$ $
Short-term employee benefits 1,123,276 1,229,882
Post-employment benefits 103,410 74,681
Share-based payments (non-cash) 637,077 430,175
1,863,763 1,734,738

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21. Financial Instruments and Risk Management

21.1 Financial Risk Management

The Group has exposure to the following risks arising from financial instruments:

  • Credit risk;

  • Liquidity risk; and

  • Market risk.

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.

21.2 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, other receivables, trade and other payables and lease liabilities. The Group has various other 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.

21.3 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 ratings amongst the banks and financial institution counterparties.

The maximum credit exposure to credit risk at the end of the reporting period was as follows:

Carrying Amount Notes FY22 FY21
$ $
Cash and cash equivalents 8 13,587,703 21,787,312

21.4 Liquidity Risk

Liquidity risk arises from the possibility that the Group 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 Group in managing its cash flows.

Financial liabilities are expected to be settled within 12 months.

21.5 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 exposed to foreign currency risk on transactions that are denominated in a currency other than the respective presentation currency of the Group being Australian Dollar (AUD).

The majority of the Group is affected by movements in AUD/CAD exchange rate as most costs incurred from exploration and evaluation actives are incurred in Canadian dollars. The Group’s exposure to foreign exchange risk is primarily related

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to future commitments refer notes 13(a) and 25 relate to the Canadian mining tenements at Pickle Crow Gold Project, which are denominated in Canadian dollars.

Managing the exposure to foreign exchange risk is achieved by regularly monitoring the net exposure to ensure it is kept to an acceptable level by buying foreign currency at spot rates where necessary to address short- term anticipated cash flows.

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:

FY22 FY21
Cash and cash equivalents ($) 13,587,703 21,787,312
Interest rate 0.00% and 0.85% 0.00% and 0.25%

Fair value sensitivity analysis for variable rate instruments

The Group does not account for any fixed rate financial assets or liabilities at fair value through 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:

FY22 FY21
$ $
100bpincrease 135,877 217,873
100bpdecrease (135,877) (217,873)
Impact after tax:
FY22 FY21
$ $
100bpincrease 95,114 152,511
100bpdecrease (95,114) (152,511)

The Group has no loans or borrowings.

22. 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.

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23. Consolidated Group Information

a) Subsidiaries

The Group’s subsidiaries at 30 June 2022 are set out below. The Consolidated Financial Statements incorporate the assets, liabilities, and results of the following principal subsidiaries:

Name of Entity Country of Incorporation FY22 FY21
Parent entity
AuTECO Minerals Ltd Australia 100 100
Subsidiaries
Monax Alliance Pty Ltd Australia 100 100
Auteco Minerals (Canada) Pty Ltd Australia 100 100
Revel Resources (JV Projects) Ltd. Canada 100 100
Revel Resources Ltd. Canada 100 100
PC Gold Inc. Canada 70 51

b) Pickle Crow Earn-in

On 12 March 2020, members of the Group and First Mining Gold Corp. ( First Mining ) entered into the Pickle Crow Property Earn-In Agreement ( Earn-In Agreement ) whereby the Group may earn up to an 80% interest in PC Gold Inc. ( PC Gold ), a wholly owned subsidiary of First Mining which owns the Pickle Crow Project. Pursuant to the Earn-In Agreement, the Group may ‘earn-in’ in two stages:

Stage 1 Earn-In (51% earn-in) – Three-year initial earn-in period to acquire a 51% equity interest in PC Gold by:

  • Spending C$5,000,000 on exploration and C$1,000,000 on environmental matters on the Pickle Crow Gold Project (or cash payments in lieu), of which C$750,000 must be incurred within the first 12 months; and

  • Issuing 100,000,000 shares in AuTECO to First Mining.

Stage 2 Earn-In (additional 19% to earn-in to 70%) – Upon completion of the Stage 1 Earn-In, the Group will have a two- year follow-on period to acquire an additional 19% equity interest in PC Gold by:

  • Spending a further C$5,000,000 on exploration on the Pickle Crow Gold Project (or cash payments in lieu);

  • Making a C$1,000,000 cash payment to First Mining within 90 days of completing the additional exploration spend; and

  • Issuing First Mining a 2% NSR royalty on the Project (1% of which can be bought back for US$2,500,000) (issued upon completion of the Stage 2 Earn-In).

The Stage 1 Earn-in of 51% interest was completed in the prior year upon meeting the C$5,000,000 expenditure requirement and the issue of 100,000,000 shares of AuTECO with a fair value on receipt of $9,250,000 under the terms of the Earn-in Agreement. Accordingly, the Group consolidated PC Gold Inc. and recorded a non-controlling interest on the date the 51% interest was obtained.

The Stage 2 Earn-in (additional 19% interest to earn-in to 70%) was completed in August 2021 upon the satisfaction of the Stage 2 Earn-in requirements. The interest was obtained via transfer of 3% from the non-controlling interest party for the C$1,000,000 payment and, for the 16%, via the issue of new shares by PC Gold. In addition, upon completion of the Stage 2 Earn-In, AuTECO will have an option to acquire an additional 10% equity interest in PC Gold, exercisable any time following completion of the Stage 2 Earn-In, by paying First Mining C$3,000,000 in cash.

During the previous financial year and prior to completing Stage 2 Earn-In, the Group accounted for all costs incurred as exploration and evaluation assets and considered the arrangement to be a joint operation. After achieving Stage 2 on 30 March 2021, the Group was deemed to obtain control over PC Gold and therefore consolidated all activities.

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24. Parent Entity Disclosure

The following information relates to the parent entity, AuTECO Minerals Ltd, as at and for the year ended 30 June 2022.

Result of the parent entity
Loss for the year
Other comprehensive expenses
Total Comprehensive loss for the year
Financial Position of parent entity at year end:
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Total net assets
Total equity of the parent entity comprising of:
Contributed equity
Share option reserve
Accumulated losses
Total equity
FY22
FY21
(614,296)
(3,090,845)
-
-
(614,296)
(3,090,845)
11,300,555
21,175,083
51,368,990
20,884,924
62,669,545
42,060,007
322,643
301,340
-
-
322,643
301,340
62,346,902
41,758,667
91,010,352
69,865,092
6,133,113
7,278,420
(34,796,563)
(35,384,845)
62,346,902
41,758,667

a) Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

The parent entity did not have any guarantees at 30 June 2022 or 30 June 2021.

b) Significant accounting policies

The parent entity’s financial information has been prepared using the same basis, including the accounting policies, as the Group.

25. 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.

Limestone Well Project

In October 2021, the Company executed a binding term sheet with Mithril Resources Ltd (ASX: MTH) for the acquisition of the Limestone Well Vanadium-Titanium project for cash consideration of $500,000. The successful completion of the acquisition dissolved the existing joint venture. AuTECO now holds a 90% interest in the project with the sole, exclusive and irrevocable option to purchase the remaining 10% interest from Mithril Resources for consideration of $10,000,000.

Pickle Crow Gold Project

In order to maintain current rights of tenure to mining and exploration 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. The decision to earn-in further after Stage 2 and make the C$3,000,000 cash payment is contingent on the results from exploration activities to be undertaken on the project area.

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The estimated exploration expenditure commitment for the ensuing years, but not recognised as a liability in the statement of financial position is as follows:

FY22 FY21
$ $
Within one year 451,560 1,103,824
More than one year but less than 648,130 122,530
fiveyears
1,099,690 1,226,354

26. Events subsequent to reporting date

On 10 August 2022, the Company announced the appointment of Ms Maddison Cramer as a Company Secretary of AuTECO. Ms Cramer is Joint Company Secretary with Mr William Nguyen, the current Joint Company Secretary and Chief Financial Officer. Mr Michael Naylor stepped down as a Company Secretary on the same date.

No other events have arisen between 30 June 2022 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.

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27. Statement of significant accounting

a) Income tax

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 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

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 based on the greater of value in use and fair value less cost of 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.

c) Exploration and evaluation expenditure

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 extinguished, discharged, cancelled, or expires.

Classification and measurement of financial assets

The Group initially measures a financial asset at fair value adjusted for transaction costs (where applicable). These are then subsequently measured at fair value through profit or loss (“FVTPL”), amortised cost, or fair value through other comprehensive income (“FVOCI”).

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The Group’s financial assets of cash and cash equivalents and trade and other receivables are classified as ‘financial assets at amortised cost’. This is unchanged from prior year.

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

Expected credit losses (“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, which are currently materially represented by goods and services taxes receivable from the government, the Group has not recorded an ECL given amounts are not at risk with respect to collection.

Classification and measurement of financial liabilities

The Group’s financial liability is trade and other payables 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. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at 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.

e) Employee benefits

Provision is made for the Group’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

Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave, and long service leave as they are earned.

The current provision for employee benefits includes accrued annual and long-service leave.

f) Provisions

Provisions are recognised when the Group 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.

g) Cash and cash equivalents

Cash and cash equivalents include 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

Interest income 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

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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 2022 (2021: 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

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.

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.

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.

The Company 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 – valuation of share options

The Group makes a judgment in determining the appropriateness of the pricing model to value its share options. As shown in Note 17.3, 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.

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 sharebased 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 recognised over the period of service during which the employees become unconditionally entitled to the performance rights.

Non-market based conditions

The fair value of the performance rights at grant date excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). These non-market vesting conditions are included in assumptions about the number of performance rights that are expected to vest. At each statement of financial position date, the entity revises its estimate of the number of performance rights that are expected to vest. The share-based payment expense recognised each period considers the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the statement of profit or loss and other comprehensive income with a corresponding adjustment to equity.

Market based conditions

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 exploration and evaluation

The Group 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 estimated fair value of the long-term share rights was determined using a combination of analytical approaches, binominal tree and Monte Carlo simulation where market conditions exist. The fair value estimation takes into account the exercise price, the effective life of the right, the impact of dilution, the share price at grant date, expected price volatility of the underlying share, the effect of additional market conditions, the expected dividend yield, estimated share conversion factor and the risk-free interest rate for the term of the right.

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Upon exercise of performance rights, 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 24 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) Foreign currency transactions and balances

Transactions and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction and foreign currency monetary items are translated at the year-end exchange rate. Nonmonetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction and non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the profit or loss component of the statement of profit or loss and other comprehensive income, except where they are deferred in equity as a qualifying cash flow or net investment hedge.

Subsidiaries

On consolidation, the assets and liabilities of foreign operations are translated into Australian dollars at the exchange rate prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. Exchange differences arising on translation for consolidation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in profit or loss.

r) 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.

s) New Accounting Standard and Interpretations

The company has adopted all new standards and amendments mandatory for the first time for the financial year beginning 1 July 2021. In its adoption of these standards and amendments, there was no material impact on the balances and transactions presented in either the current or prior period.

t) Impact of standards issued but not yet applied

There are no standards issued but not yet effective that could have any material implications to the Group.

u) Principles of consolidation

The consolidated financial statements comprise the financial statements of the Group. A list of significant controlled entities (subsidiaries) at year end is contained in note 23. The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

  • Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)

  • Exposure, or rights, to variable returns from its involvement with the investee

  • The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

  • The contractual arrangement(s) with the other vote holders of the investee

  • Rights arising from other contractual arrangements

  • The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income, and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the noncontrolling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses, and cash flows relating to transactions

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between members of the Group are eliminated in full on consolidation.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest, and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.

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DIRECTORS’ DECLARATION

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 70

DIRECTORS’ DECLARATION

  1. In the Directors’ opinion:

  2. a) The financial statements, notes and additional disclosures included in the Directors’ Report designated as audited, of the Company and the Group are in accordance with the Corporations Act 2001, including:

  3. i. Giving a true and fair view of the consolidated entity’s financial position as at 30 June 2022 and of its performance for the financial year ended on that date; and

  4. ii. Complying with Accounting Standards and the Corporations Regulations 2001; and

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

  6. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Executive Chairman and Chief Financial Officer for the financial year ended 30 June 2022.

  7. The Directors draw attention to the notes to the consolidated financial statements, which include a statement of compliance with International Financial Reporting Standards.

On behalf of the Directors

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Ray Shorrocks Executive Chairman 30 September 2022

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INDEPENDENT AUDITOR’S REPORT

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 72

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Ernst & Young Tel: +61 8 9429 2222 11 Mounts Bay Road Fax: +61 8 9429 2436 Perth WA 6000 Australia ey.com/au GPO Box M939 Perth WA 6843

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 (collectively the Group), which comprises the consolidated statement of financial position as at 30 June 2022, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, 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 consolidated financial position of the Group as at 30 June 2022 and of its consolidated financial 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 (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. The matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For the matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report, including in relation to this matter. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matter below, provide the basis for our audit opinion on the accompanying financial report.

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1. Carrying amount of capitalised exploration and evaluation assets

Why significant

How our audit addressed the key audit matter

As disclosed in Note 13 to the financial report, the Group held capitalized exploration and evaluation assets of $63,905,081 as at 30 June 2022.

The carrying amount of exploration and evaluation assets is assessed for impairment by the Group when facts and circumstances indicate that an exploration and evaluation asset may exceed its recoverable amount.

The determination as to whether there are any indicators to require an exploration and evaluation asset to be assessed for impairment, involves a number of judgments including whether the Group will be able to maintain tenure, perform ongoing expenditure and whether there is sufficient information for a decision to be made that the area of interest is not commercially viable. During the year, the Group determined that there had been no indicators of impairment.

Given the size of the balance and the judgmental nature of impairment indicator assessments associated with exploration and evaluation assets, we consider this a key audit matter.

We evaluated the Group’s assessment as to whether there were any indicators of impairment to require the carrying amount of exploration and evaluation assets to be tested for impairment. Our audit procedures included the following:

  • Considered the Group’s right to explore in the relevant exploration area which included obtaining and assessing supporting documentation such as license agreements and correspondence with relevant government agencies.

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  • Considered the Group’s intention to carry out significant exploration and evaluation activities in the relevant exploration area which included assessing whether the Group’s cash-flow forecasts provided for expenditure for planned exploration and evaluation activities, and enquiring with senior management and Directors as to the intentions and strategy of the Group.

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  • Assessed whether any exploration and evaluation data existed to indicate that the carrying amount of capitalised exploration and evaluation assets is unlikely to be recovered through development or sale.

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  • Assessed the adequacy of the financial report disclosure contained in Note 13 of the financial report.

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A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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Information other than the financial statements and auditor’s report

The Directors are responsible for the other information. The other information comprises the information included in the Company’s Annual Report for the year ended 30 June 2022, 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 accordingly we do not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion.

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 consistent with the financial report and our knowledge obtained in the audit or otherwise doesn’t appear 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 relating to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the 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 member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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

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

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

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

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

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

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  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

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

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

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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

Report on the audit of the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in the Directors' report for the year ended 30 June 2022.

In our opinion, the Remuneration Report of Auteco Minerals Limited for the year ended 30 June 2022, 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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Ernst & Young

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RJ Curtin Partner Perth

29 September 2022

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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ADDITIONAL ASX INFORMATION

AUTECO MINERALS LTD | 2022 ANNUAL REPORT 78

ADDITIONAL ASX INFORMATION

As at 31 August 2022

Rank
Holder Name
No. of
Shares
% of issued
capital
1
HSBC Custody Nominees (Australia) Limited
589,905,791
28.54
2
J P Morgan Nominees Australia Pty Limited
165,480,911
8.00
3
Campbell Kitchener Hume & Associates Pty Ltd
94,500,000
4.57
4
Symorgh Investments Pty Ltd
81,747,017
3.95
5
HSBC Custody Nominees (Australia) Limited
81,383,306
3.94
6
CG Nominees (Australia) Pty Ltd
64,910,732
3.14
7
Mr Marcus Richard Alexander Harden
37,785,714
1.83
8
Citicorp Nominees Pty Limited
30,677,822
1.48
9
Spring Street Holdings Pty Ltd
29,428,571
1.42
10
Mr Samuel Richard Brooks
28,500,000
1.38
11
Gold Leaf Corporate PtyLtd
27,428,571
1.33
12
Symorgh Investments Pty Ltd
25,000,000
1.21
13
Macquarie Bank Limited
23,604,000
1.14
14
Mr Michael Dylan Naylor + Ms Sarah McAlpine
20,000,000
0.97
15
UBS Nominees Pty Ltd
15,559,235
0.75
16
BNP Paribas Noms Pty Ltd
15,543,726
0.75
17
Mr Michael Dylan Naylor + Mrs Sarah June Naylor
14,527,853
0.70
18
Crosbie Consulting Pty Ltd
11,111,111
0.54
19
C & N Nominees Pty Ltd
10,938,909
0.53
20
Ms Charmaine Linda Lobo
10,052,251
0.48
Total
1,378,085,520
66.66

Substantial Holders

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

Holder Name No. of Shares % of issued
capital
1832 Asset Management LP 266,500,000 12.89
Franklin Resources,Inc. 127,215,439 6.15
Mr Robert Rogers 114,289,591 5.53
Mr Steve Parsons 106,747,017 5.16

AUTECO MINERALS LTD | 2022 ANNUAL REPORT

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Spread of Holdings

Fully Paid Shares

Fully Paid Shares
**Range ** Holders Number % of Issued Capital
1 - 1,000 310 59,789 0.00
1,001 - 5,000 339 1,081,911 0.05
5,001 - 10,000 460 3,682,987 0.18
10,001 - 100,000 1,756 75,409,245 3.65
100,001 and over 1,088 1,987,068,236 96.12
TOTAL 3,953 2,067,302,168 100.00

All issued ordinary shares carry one vote per share and carry the right to dividends.

Options & Performance Rights

Number of holders by size of holding, in each class are:

Options

**Range ** Holders Number
1 - 1,000 - -
1,001 - 5,000 - -
5,001 - 10,000 - -
10,001 - 100,000 - -
100,001 and over 10* 221,000,000**
TOTAL 10 221,000,000

*Details of holders of employee share options are exempt from disclosure under Chapter 4 of the Listing Rules.

**Includes share options held by Canaccord Genuity (Australia) Limited – 30,000,000 and Astrid Hill Pty Ltd – 30,000,000.

Performance Rights

**Range ** Holders Number
1 - 1,000 - -
1,001 - 5,000 - -
5,001 - 10,000 - -
10,001 - 100,000 - -
100,001 and over 5* 27,300,000
TOTAL 5 27,300,000

*Details of holders of employee performance rights are exempt from disclosure under Chapter 4 of the Listing Rules.

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Unlisted Options

Exerciseprice$ Expiry date Number
0.01 9/03/2023 30,000,000
0.011 9/03/2023 6,000,000
0.012 9/03/2023 6,000,000
0.013 9/03/2023 6,000,000
0.014 9/03/2023 6,000,000
0.015 9/03/2023 6,000,000
0.125 14/04/2024 10,000,000
0.01 23/01/2025 114,000,000
Total 221,000,000

Performance Rights

Expiry date No. of Rights
1/03/2026 500,000
1/05/2026 300,000
18/10/2026 500,000
14/04/2026 15,000,000
22/06/2027 11,000,000
Total 27,300,000

Unmarketable parcels

There were 1,133 shareholders with less than a marketable parcel of shares, based on the closing price $0.047.

Restricted and Escrowed Securities

None.

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. There are no voting rights attached to unexercised options or performance rights.

Joint Company Secretaries

William Nguyen, Bcom., CA

Maddison Cramer, BA, LLB

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 www.autecominerals.com/

On-market buy-back

The Company confirms that there is no current on-market buy-back.

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MINERAL TENEMENTS

AuTECO Minerals Ltd

Western Australia

Western Australia
PROJECT TENEMENT NO. STATUS INTEREST TENURE HOLDER
Limestone Well E20/846 Granted 90% AuTECO Minerals Ltd
Limestone Well E57/1069 Granted 90% AuTECO Minerals Ltd

Monax Alliance Pty Ltd

South Australia

PROJECT TENEMENT NO. STATUS INTEREST TENURE HOLDER
Kulitjara ELA 2013/168 Application 100% Monax Alliance Pty Ltd
Anmuryinna ELA 2013/169 Application 100% Monax Alliance Pty Ltd
Poole Hill ELA 2013/170 Application 100% Monax Alliance Pty Ltd

Revel Resources Ltd

Ontario, Canada

PROJECT TENEMENT NO. STATUS INTEREST TENURE HOLDER
Trappers Cabin 604520 to 605119 Granted 100% Revel Resources Ltd
605437 to 605480
Gold Thrust 605481 to 605784 Granted 100% Revel Resources Ltd

Revel Resources (JV Project) Ltd

Ontario, Canada (interest 70%)

Pickle Crow Project: Auteco has entered into a binding term sheet agreement to acquire up to 80% of the Pickle Crow Gold Project through PC Gold Inc, which is a wholly owned subsidiary of First Mining Ltd. For further details refer to ASX announcements dated 28 January 2020 and 17 February 2020.

TENEMENT NO.

102631 173067 247646 335092 672232
102632 173068 247647 335442 672233
102636 173091 249298 335443 672234
102637 173136 257912 335446 672235
102655 173138 265530 335468 672236
102656 173544 265531 344008 672237
102688 173853 265581 344010 672238
102716 173854 265585 344012 672239
102717 173875 265601 344013 672240
102720 182415 265604 344014 672241
102773 182433 265623 344029 672242
102796 182434 265624 344030 672243
102797 182438 266182 344031 672244
102827 182440 266185 344580 672245
102882 182468 266188 344581 672246
102979 182472 266203 344582 672247
103184 182473 266205 344583 672248
103203 183017 266847 344584 672249

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112269 183069 266850 344633 672250
112270 183090 267574 344637 672251
117286 183091 272992 344655 672252
117311 183092 273007 344659 672253
117314 183093 273011 344681 672579
117315 183115 273012 344683 711253
117334 183118 273017 344745 711477
117335 188411 273572 345282 719977
117935 188414 273618 345328 720020
117936 188415 273619 345347 PA 185 (PA 2061)
117942 188422 273620 345348 PA 186 (PA 2062
117947 188443 273642 562622 PA 187 (PA2063)
117948 188444 273643 562636 PA 188 (PA 2064)
117969 188445 273644 562648 PA 189 (PA 2065)
117970 188446 273663 562649 PA 199 (PA 2067)
117977 188502 273664 562650 PA 200 (PA 2068)
117998 188519 274255 562651 PA 201 (PA 2066)
117999 188547 274303 562652 PA 2011
118002 189122 274325 562653 PA 202 (PA 2069)
118032 189170 275021 562654 PA 2062A)
PA 2071e (PA 2071 &
118094 189214 275022 562655 PA 2072)
118095 189695 275031 562656 PA 2133
118115 189900 275087 562657 PA 2139
118121 189903 275551 562658 PA 2140
118227 189922 276008 562659 PA 2141
118288 189923 285057 562660 PA 2185
124493 196962 285058 562661 PA 2586
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124495 196967 285060 562663 PA 637
124496 196968 285069 562664 PA 638
124519 196969 285076 562665 PA 639
124522 196984 285088 562666 PA 64
124523 196985 285089 562667 PA 640
125042 196986 285090 562668 PA 644
125043 202396 285091 562669 PA 646
125075 203622 285629 562670 PA 65
125076 207336 285634 562672 PA 66
125145 207590 285635 562673 PA 665 (PA 2073)
125147 207603 285652 562674 PA 666 (PA 2076)
125150 207626 285657 562675 PA 667 (PA 2077)
125151 207649 285708 562676 PA 668 (PA 2075)
125176 207652 285709 562677 PA 669 (PA 2078)
125177 207653 285732 562678 PA 67
125772 207654 285734 562679 PA 670 (PA 2070)
125797 207655 285759 562680 PA 671 (PA 2074)
125837 207657 286396 562681 PA 675
125856 207720 286415 562682 PA 676
127040 208244 287100 562683 PA 677
127041 208316 287122 562684 PA 68
127444 208340 287631 562685 PA 684
135139 208385 292388 562690 PA 685
137058 208401 292389 562765 PA 686
137059 208405 292410 562766 PA 69
137060 208406 292411 562767 PA 696
137199 208936 292412 562768 PA 697
137200 208938 292416 562769 PA 698
137848 209208 292417 562770 PA 699
143310 209914 292431 562771 PA 70
147879 209915 292453 562772 PA 700
151198 210048 292454 562774 PA 701
152985 215596 292455 562776 PA 702
152991 217803 293007 562777 PA 703
152992 217811 293008 562778 PA 704
152993 217812 293009 562779 PA 705
152998 218333 293032 562781 PA 706
153006 218335 293035 572086 PA 707

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153007 218362 293058 626535 PA 725
153008 218363 293547 672170 PA 726
153009 218364 293548 672171 PA 727
153012 218365 293675 672172 PA 728
153013 218368 293710 672173 PA 729
153037 218369 294406 672174 PA 730
153039 218381 294432 672175 PA 735
153040 218392 294433 672176 PA 736
153068 218393 305805 672177 PA 737
153615 218448 312407 672178 PA 738
153617 218449 312408 672179 PA 739
153633 218450 312492 672180 PA 740
153740 218470 321608 672194 PA 741
153741 218471 321614 672195 PA 742
153759 218480 321616 672196 PA 743
154984 218481 321617 672197 PA 744
154985 219051 321618 672198 PA 745
155002 219052 321619 672199 PA 746
155022 219053 321622 672200 PA 747
157233 219054 321636 672201 PA 748
157234 219055 321667 672202 PA 749
161424 219145 321669 672203 PA 750
169618 219146 321673 672205 PA 751
169638 219147 321683 672206 PA 755
169639 219166 321699 672207 PA 756
169646 219167 321700 672208 PA 757
169672 220349 322281 672209 PA 758
169674 220350 322284 672210 PA 759
169675 220351 322303 672211 PA 760
169709 225800 322304 672212 PA 761
169710 225801 322361 672213 PA 762
169711 225802 322387 672214 PA 763
170264 225804 322388 672215 PA 773
170269 225818 322949 672216 PA 774
170280 225819 322950 672217 PA 775
170281 225833 322951 672218 PA 776
170302 225834 323594 672219 PA 777
170303 225835 323613 672220 PA 778
170304 226401 323614 672221 PA 779
170362 226403 323615 672222 PA 780
170363 227038 323616 672223 PA 781
170889 227086 323620 672224 PA 90 (PA 2161)
170936 227087 323640 672225 PA 91 (PA 2157)
170957 227106 324716 672226 PA 92 (PA 2158)
171607 227793 325337 672227 PA 93 (PA 2159)
171632 227821 325338 672228 PA 94 (PA 2162)
171633 227822 333761 672229 PA 95 (PA 2163)
171655 238344 334628 672230 PA 96 (PA 2160)
171905 238522 334629 672231

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