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FREEHILL MINING LIMITED. Annual Report 2021

Sep 27, 2021

64918_rns_2021-09-27_9cdfb9e3-9e85-4d99-bd8a-17e20e0327d7.pdf

Annual Report

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Freehill Mining Limited ACN 091 608 025

Annual Report - 30 June 2021

Freehill Mining Limited Corporate directory 30 June 2021

Directors Raymond Charles Mangion
Paul Davies
Jim Moore

Company secretary
Tom Sapountis

Registered office
Level 24, 570 Bourke St
Melbourne, Victoria,
Australia, 3000

Principal place of business
Level 24, 570 Bourke St,
Melbourne, Victoria,
Australia, 3000

Share register
Automic Registry Services
Level 12, 50 Holt Street
Surry Hills, NSW 2000

Auditor
Connect National Audit Pty Ltd
Level 8/350 Collins St
MELBOURNE VIC 3000

Stock exchange listing
Freehill Mining Limited shares are listed on the Australian Securities Exchange (ASX
code: FHS)

Website
www.freehillmining.com

Corporate Governance Statement
Refer to www.freehillmining.com

1

Freehill Mining Limited Chairman's letter 30 June 2021

Dear Fellow Shareholders,

On behalf of the Board of Directors, I am pleased to present this year’s annual report for Freehill Mining Limited.

Over the last twelve months the COVID-19 pandemic has continued to cause constant disruptions and uncertainty. Despite the unpredictable operating environment, we have remained resolute and continued our substantial progress to deliver value on our two 100% owned projects, the Yerbas Buenas magnetite asset and the El Dorado copper and gold leases.

Our newly established leadership team in Australia and Chile, which is made up of technical and corporate professionals with solid experience in the mining sector, have worked tirelessly to fast-track the development of our projects, and it is pleasing to note that we have now advanced our flagship Yerbas Buenas magnetite project to the point where phase one mining is imminent.

In 2021 we took a coordinated and structured approach to strengthening key positions across our leadership team with a focus on driving and accelerating our short to medium term objectives. Our team now boasts extensive experience and expertise across a number of key disciplines with the corporate and financial capability, mining and engineering skills and geological capability to pursue and execute our exploration and project development strategy.

The board and management team continue to plan for the future but also remain flexible in our ability to adapt to changing conditions and unpredictability. During the year and having completed a second round of drilling at Yerbas Buenas, the board took the decision to undertake a prefeasibility study (PFS) to establish a purpose-built plant for commercial scale production of the Yerbas Buenas ore. In 2021 we began to witness this forward-thinking transition into success with metallurgical test work from the PFS confirming the high quality of Yerbas Buenas product could produce +62% Fe iron ore concentrate using totally dry process at high iron recoveries.

Confidence remains high that Yerbas Buenas will continue to develop into a low cost, long life, dependable mining and processing operation. The ongoing PFS, two concurrent workstreams across YB1 and YB6 coupled with strong interest from potential off-takers triggered us to pivot and make the prudent decision to suspend drilling at El Dorado and focus the majority of our efforts into scaling up operations at Yerbas Buenas to the point where phase one mining will commence imminently. Our deliverables in 2022 are to continue to drill out the larger resource to give us greater confidence in the discovered tonnage, secure off-take agreements and deliver sustainable production.

Freehill is well-funded to continue advancing Yerbas Buenas, and what always remains encouraging is the continued support from investors and this has been no different in 2021. Confidence from our investors was highlighted through the conversion of options into shares during the year, further strengthening the Company’s balance sheet.We are grateful to have such a loyal and dependable shareholder base and I would like to personally thank them for their ongoing support over the last twelve months.

2022 is shaping up to be an exciting year and it has commenced well. We have been through extraordinary times with patience and persistence and remain fully committed to delivering value to our shareholders in the face of it. The company looks forward to keeping shareholders updated throughout what I believe will be a transformational year for Freehill Mining.

Ray Mangion Non-Executive Chairman

2

Freehill Mining Limited Directors' report 30 June 2021

The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Freehill Mining Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2021.

Directors

The following persons were directors of Freehill Mining Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:

Raymond Charles Mangion Paul Davies Jim Moore (appointed 18 February 2021) Peter Hinner (resigned 18 February 2021)

Impact of COVID 19 pandemic

During the period ended 30 June 2020, the COVID-19 was declared a pandemic by the World Health Organisation (WHO). The pandemic has adversely affected the global economy, including an increase in unemployment, decrease in consumer demand, interruptions in supply chains, and tight liquidity and credit conditions. Since its outbreak, governments worldwide have set up measures to contain the pandemic. Many countries have required entities to limit or suspend business operations, and have also implemented travel restrictions and quarantine measures. Monetary and fiscal stimulus packages have also been introduced in some countries. As the COVID-19 outbreak continues to evolve, the estimated financial impact cannot be reasonably determined at this juncture. The impact which COVID 19 has had on the consolidated entity is set out below.

Chilean operations

In response to the pandemic the Chilean government has imposed restrictions. These have resulted in delays to the exploration program on all Chilean projects. Whilst there have been delays this has not impacted on the likelihood that the project will ultimately be feasible, and therefore has not impacted on the impairment assessments in relation to exploration assets.

Australian operations

The impact of COVID-19 on the consolidated entity's Australian operations has not been material due to their scale and nature of operations as a holding company.

Dividends

There were no dividends paid, recommended or declared during the current or previous financial year.

Review of operations

The loss for the consolidated entity after providing for income tax amounted to $2,244,474 (30 June 2020: $2,831,376).

Refer to the Chairman's Letter that directly precedes this Directors' Report.

Significant changes in the state of affairs

The movements in the company's issued capital during the year are outlined below:-

  • 85,014,765 fully paid ordinary share were issued on the exercise of options raising $2,125,369 before costs;

  • 27,069,176 fully paid ordinary shares were issued settling debt valued at $1,231,178;

  • 75,000,000 fully paid ordinary shares valued at $5,250,000 were issued as consideration for the acquisition of the El Dorado project;

  • 1,000,000 fully paid ordinary shares valued at $66,500 were issued in relation to performance shares;

  • 10,000,000 fully paid ordinary were issued as part of placement raising $600,000 before costs; and

  • 1,347,028 fully paid ordinary shares valued at $74,086 were issued to key management personnel as part of their remuneration.

There were no other significant changes in the state of affairs of the consolidated entity during the financial year.

3

Freehill Mining Limited Directors' report 30 June 2021

Matters subsequent to the end of the financial year

On 9 July 2021, the company issued 2,145,245 fully paid ordinary shares valued at $0.0300 per share, retiring debt valued at $64,465.

On 30 July 2021, the company issued 150,000 fully paid ordinary shares valued at $.0.25 per share, on the exercise of options raising $3,750.

0n 6 September 2021, the company issued 2,030,377 fully paid ordinary shares valued at $0.0248 per share, retiring debt valued at $50,437.

No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.

Likely developments and expected results of operations

Information on likely developments in the operations of the consolidated entity and the expected results of operations have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the consolidated entity.

Environmental regulation

The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State law.

Information on directors

Information on directors
Name: Raymond Charles Mangion
Title: Non-Executive Director and Chairman
Qualifications: Associate Diploma of Business (Accounting) and an Associate Diploma in Financial
Planning.
Experience and expertise: Ray Mangion has performed the role of Managing Director of Morbak Investments Pty
Ltd for the past 18 years, having created the business as a start-up business. He has
approximately 30 years’ managerial experience.
Other current directorships: Nil
Former directorships (last 3 years): Nil
Interests in shares: 35,407,449 fully paid ordinary shares
Interests in options: 2,727,272 options over ordinary shares
Interests in rights:
Nil

4

Freehill Mining Limited Directors' report 30 June 2021

Name: Paul Davies Title: Director and Chief Financial Officer until 24 February 2021 when he appointed Chief Executive Officer Qualifications: Paul holds an Economics Degree from Monash University, has qualified as a Chartered Accountant and is an alumnus of the Stanford Business School. Experience and expertise: Mr Davies has been CFO of the Company for six years prior to being appointed Chief

Mr Davies has been CFO of the Company for six years prior to being appointed Chief Executive. He brings an intimate knowledge of Freehill’s activities combined with significant experience in the mining sector from his 30 plus years in the finance industry. During his career, Mr Davies has held leadership roles with many organisations, both large and small, in addition to his finance experience. Most notably, he was Director in Charge of Corporate and Institutional Banking for Deutsche Bank Australia and a member of the Deutsche Bank Credit Committee.

He has been directly involved in over $20 billion worth of transactions involving origination, advising, arranging, structuring, project finance, lead managing, syndication, negotiation, risk management, including servicing many of Australia’s major mining companies. Before Deutsche Bank, Mr. Davies worked for a number of years with both Bankers Trust Australia and Macquarie Bank. Mr Davies holds an Economics Degree from Monash University, has qualified as a Chartered Accountant and is an alumnus of the Stanford Business School. Nil

Other current directorships: Nil Former directorships (last 3 years): Nil Interests in shares: 4,706,787 fully paid ordinary shares Interests in options: 2,727,272 options over ordinary shares Interests in rights: 6,000,000 performance rights

Name: Jim Moore Title: Non-Executive Director Qualifications: Bachelor of Engineering from Royal Melbourne Institute of Technology Experience and expertise: Mr Moore is an experienced and qualified mining engineer and provides significant expertise in the development of the Yerbas Buenas magnetite mining and processing operation. Mr Moore has undertaken multiple roles as a mine manager, superintendent and mining engineer for companies such as BHP Billiton, Pilbara Minerals, Oceana Gold, Element25 and Grange Resources and he brings desirable engineering and research capability to the Board at a critical time. Nil

Other current directorships: Nil Former directorships (last 3 years): Nil Interests in shares: Nil Interests in options: Nil Interests in rights: Nil

5

Freehill Mining Limited Directors' report 30 June 2021

Name: Peter Hinner Title: Chief Executive Officer (resigned 18 February 2021) Qualifications: Bachelor of Science in Chemistry from the Queensland University of Technology with post graduate qualifications in mining, metallurgy and business management Experience and expertise: Mr Hinner was appointed COO of the Company in February 2017 and has over 35 years experience in the heavy minerals and gold industry both within Australia and internationally.

Over the past several years he has worked predominantly internationally as a project development consultant on a variety of projects in Africa, Korea, Indonesia, Malaysia and South America. His previous roles have included senior management and operational roles in several of the world’s largest mineral operations as well as mine management roles with BP Minerals Indonesia, Operations Manager for the Tiwest Joint Venture mine in Western Australia, Chief Operating Officer of an industrial minerals company and senior consultant for KPMG. He has significant mining, operating and project management experience in most facets of the industry including exploration, dredging, processing, engineering design, construction, commissioning and feasibility studies. Other current directorships: N/A Former directorships (last 3 years): N/A Interests in shares: N/A Interests in options: N/A Interests in rights: N/A

'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

Company secretary

Paul Davies was company secretary until he was replaced by Tom Sapountis on 18 February 2021. Refer above for details of his qualifications and experience.

Tom is a qualified corporate lawyer who has a solid track record working with numerous public companies and providing governance and regulatory advice.

Meetings of directors

The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2021, and the number of meetings attended by each director were:

Full Board
Attended Held
Raymond Charles Mangion 4 4
Paul Davies 4 4
Peter Hinner 2 2
Jim Moore 1 1

Held: represents the number of meetings held during the time the director held office.

Remuneration report (audited)

The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

6

Freehill Mining Limited Directors' report 30 June 2021

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors.

The remuneration report is set out under the following main headings:

  • Principles used to determine the nature and amount of remuneration

  • Details of remuneration

  • Service agreements

  • Share-based compensation

  • Additional information

  • Additional disclosures relating to key management personnel

Principles used to determine the nature and amount of remuneration

The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors ('the board') ensures that executive reward satisfies the following key criteria for good reward governance practices:

  • competitiveness and reasonableness

  • acceptability to shareholders

  • performance linkage / alignment of executive compensation

  • transparency

The board is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the consolidated entity depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel. The board have structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the consolidated entity.

The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should seek to enhance shareholders' interests by:

  • having economic profit as a core component of plan design

  • focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value

  • ● attracting and retaining high calibre executives

Additionally, the reward framework should seek to enhance executives' interests by:

  • rewarding capability and experience

  • reflecting competitive reward for contribution to growth in shareholder wealth

  • providing a clear structure for earning rewards

In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate.

Non-executive directors remuneration

Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors' fees and payments are reviewed annually by the Board. The Board may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market.

ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting. The most recent determination, where the shareholders approved a maximum annual aggregate remuneration of $200,000.

Executive remuneration

The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.

7

Freehill Mining Limited Directors' report 30 June 2021

The executive remuneration and reward framework has four components:

  • base pay and non-monetary benefits

  • Long-term performance incentives

  • share-based payments

  • other remuneration such as superannuation and long service leave

The combination of these comprises the executive's total remuneration.

Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Board based on individual and business unit performance, the overall performance of the consolidated entity and comparable market remunerations.

Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not create any additional costs to the consolidated entity and provides additional value to the executive.

The short-term incentives ('STI') program is designed to align the targets of the business units with the performance hurdles of executives. STI payments are granted to executives based on specific annual targets and key performance indicators ('KPI's') being achieved. KPI's include profit contribution, customer satisfaction, leadership contribution and product management.

The long-term incentives ('LTI') include long service leave and share-based payments including performance rights issued in accordance with the company's Equity Incentive Plan.

Use of remuneration consultants

During the financial year ended 30 June 2021, the consolidated entity did not engage remuneration consultants.

Voting and comments made at the company's 28 January 2021 Annual General Meeting ('AGM')

At the 28 January 2021 AGM, 92.63% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2021. The company did not receive any specific feedback at the AGM regarding its remuneration practices.

Details of remuneration

Amounts of remuneration

Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.

2021
Raymond Charles Mangion
Jim Moore **
Executive Directors:
Paul Davies

Peter Hinner **
Short-term benefits
Salary
Cash
Non-
and fees
bonus
monetary
$ $ $ 45,000
-
-
15,000
-
-
99,000
-
-
313,654
-
-
472,654
-
-
Short-term benefits
Salary
Cash
Non-
and fees
bonus
monetary
$ $ $ 45,000
-
-
15,000
-
-
99,000
-
-
313,654
-
-
472,654
-
-
Short-term benefits
Salary
Cash
Non-
and fees
bonus
monetary
$ $ $ 45,000
-
-
15,000
-
-
99,000
-
-
313,654
-
-
472,654
-
-
Post-
employment
benefits
Super-
annuation
$ -
-
-
-

Long-term
benefits
Long
service
leave
$ -
-
-
-
Share-
based
payments
Equity-
settled
$ -
-
38,588
74,087
Total
$ 45,000
15,000
137,588
387,741
472,654 - - - - 112,675 585,329
  • During the year, Paul Davies received 6,000,000 performance rights. Paul Davies was CFO until 18 February when he became CEO.

  • ** During the year, Peter Hinner received 1,347,028 fully paid ordinary shares valued at $74,086. During the year Peter received $180,000 as part of an agreed settlement. Peter Hinner resigned on 18 February 2021.

  • *** Appointed on 18 February 2021.

8

Freehill Mining Limited Directors' report 30 June 2021

Restated 2020
Raymond Charles Mangion
Samuel Duddy
Wayne Johnson
Executive Directors:
Paul Davies *
Peter Hinner **
Short-term benefits
Salary
Cash
Non-
and fees
bonus
monetary
$ $ $ 45,000
-
-
26,250
-
-
7,500
-
-
69,000
-
-
218,000
-
-
365,750
-
-
Short-term benefits
Salary
Cash
Non-
and fees
bonus
monetary
$ $ $ 45,000
-
-
26,250
-
-
7,500
-
-
69,000
-
-
218,000
-
-
365,750
-
-
Short-term benefits
Salary
Cash
Non-
and fees
bonus
monetary
$ $ $ 45,000
-
-
26,250
-
-
7,500
-
-
69,000
-
-
218,000
-
-
365,750
-
-
Post-
employment
benefits
Super-
annuation
$ -
-
-
-
-

Long-term
benefits
Long
service
leave
$ -
-
-
-
-
Share-
based
payments
Equity-
settled
$ -
-
-
112,647
100,000
Total
$ 45,000
26,250
7,500
181,647
318,000
365,750 - - - - 212,647 578,397
  • During the year, Paul Davies received 2,572,457 fully paid ordinary shares valued at $30,000 and 10,000,000 options over shares valued $82,647 as part of his remuneration.

  • ** During the year, Peter Hinner received 7,933,333 fully paid ordinary shares valued at $100,000 as part of his remuneration.

The proportion of remuneration linked to performance and the fixed proportion are as follows:

Fixed remuneration Fixed remuneration At risk - STI At risk - STI At risk - LTI At risk - LTI
Restated Restated Restated
Name 2021 2020 2021 2020 2021 2020
Non-Executive Directors:
Raymond Charles Mangion 100% 100% - - - -
Samuel Duddy - 100% - - - -
Wayne Johnson - 100% - - - -
Jim Moore 100% - - - - -
Executive Directors:
Paul Davies 67% 38% - - 33% 62%
Peter Hinner
80% 68% - - 20% 32%

Service agreements

Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:

Name: Paul Davies Title: Executive Director and Chief Financial Officer Agreement commenced: 1 January 2017 Details: Remuneration is set at $99,000 per annum plus GST Name: Raymond Charles Mangion Title: Chairman Agreement commenced: 1 January 2017 Details: Remuneration is set at $45,000 per annum plus GST.

Name: Jim Moore Title: Non-Executive Director Agreement commenced: 18 February 2021 Details: Remuneration is set at $45,000 per annum plus GST.

Key management personnel have no entitlement to termination payments in the event of removal for misconduct.

9

Freehill Mining Limited Directors' report 30 June 2021

Share-based compensation

Issue of shares

There were no shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2021.

Options

The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows:

Fair value
Vesting date and per option
Grant date exercisable date Expiry date Exercise price at grant date
13 November 2019 13 November 2019 12 November 2021 $0.0250 $0.0083
Number of Fair value
options Vesting date and per option
Name granted Grant date exercisable date Expiry date Exercise price at grant date
13 November 13 November 12 November
Paul Davies 10,000,000 2019 2019 2021 $0.0250 $0.0083

Options granted carry no dividend or voting rights.

The number of options over ordinary shares granted to and vested by directors and other key management personnel as part of compensation during the year ended 30 June 2021 are set out below:

Number of Number of Number of Number of
options options options options
granted granted vested vested
during the during the during the during the
year year year year
Restated Restated
Name 2021 2020 2021 2020
Paul Davies
- 10,000,000 - 10,000,000

Additional information

The earnings of the consolidated entity for the five years to 30 June 2021 are summarised below:

2021 2020 2019 2018 2017
$ $ $ $ $
Revenue 2,825 13,471 370 61 172
Loss after income tax (2,244,747) (2,831,376) (2,508,162) (2,965,089) (1,522,205)

The factors that are considered to affect total shareholders return ('TSR') are summarised below:

2021 2020 2019 2018 2017
Share price at financial year end (cents) 3.40 5.40 1.40 6.00 10.00
Basic earnings per share (cents per share) (0.14) (0.25) (0.43) (0.84) (0.51)
Diluted earnings per share (cents per share)
(0.14) (0.25) (0.43) (0.84) (0.51)

10

Freehill Mining Limited Directors' report 30 June 2021

Additional disclosures relating to key management personnel

Shareholding

The number of shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

Ordinary shares
Raymond Charles Mangion
Paul Davies
Peter Hinner *
Balance at
the start of
the year
35,407,449
4,706,787
14,201,205
Addition or
held at time of
resignation
-
-
-
As part of
remuneration
-
-
2,347,028
Lapsed
-
-
(16,548,233)
Balance at
the end of
the year
35,407,449
4,706,787
-
54,315,441 - 2,347,028 (16,548,233) 40,114,236

Option holding

The number of options over ordinary shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

Options over ordinary shares
Paul Davies
Ray Magnion
Balance at
the start of
the year
10,000,000
2,727,272
Granted as
part of
remuneration
-
-
Exercised
-
-
Additions
-
-
Balance at
the end of
the year
10,000,000
2,727,272
12,727,272 - - - 12,727,272

Performance rights holding

The number of performance rights over ordinary shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

Performance rights over ordinary shares
Peter Hinner
Paul Davies *
Balance at
the start of
the year
1,000,000
-
Granted
-
6,000,000
Converted
to issued
capital
(1,000,000)
-
Expired/
forfeited/
other
-
-
Balance at
the end of
the year
-
6,000,000
1,000,000 6,000,000 (1,000,000) - 6,000,000
  • During the year Paul Davies was issued 6,000,000 performance rights. The performance rights will vest upon completion of a 28 day period where the volume weighted average share price exceeds 7.5 cents. These performance rights will expire on 31 December 2021.

Loans to key management personnel and their related parties

There were no loans transactions with key management personnel and their related entities made during the year ended 30 June 2021.

This concludes the remuneration report, which has been audited.

11

Freehill Mining Limited Directors' report 30 June 2021

Shares under option

Unissued ordinary shares of Freehill Mining Limited under option at the date of this report are as follows:

Exercise
Grant date
Expiry date
price
13 November 2019
12 November 2021
$0.0250
13 November 2019
12 November 2021
$0.1000
Number
under option
80,228,205
30,000,000
110,228,205

No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the company or of any other body corporate.

Shares issued on the exercise of options

The following ordinary shares of Freehill Mining Limited were issued during the year ended 30 June 2021 and up to the date of this report on the exercise of options granted:

Exercise Number of
Date options granted price shares issued
13 November 2019
$0.0250 85,014,765

Indemnity and insurance of officers

The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.

During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

Indemnity and insurance of auditor

The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.

During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.

Proceedings on behalf of the company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.

Non-audit services

The directors are of the opinion that the services as disclosed in note 20 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:

  • all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and

  • none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards.

12

Freehill Mining Limited Directors' report 30 June 2021

Officers of the company who are former partners of Connect National Audit

There are no officers of the company who are former partners of Connect National Audit.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

Auditor

Connect Audit was appointed in accordance with section 327 of the Corporations Act 2001.

This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.

On behalf of the directors

==> picture [87 x 74] intentionally omitted <==

_________ Ray Mangion Chairman

28 September 2021

13

AUDITOR’S INDEPENDENCE DECLARATION

UNDER SECTION 307C OF THE CORPORATIONS ACT 2001

As lead auditor for the audit of Freehill Mining Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been:

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

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

This declaration is in respect of Freehill Mining Limited.

==> picture [63 x 47] intentionally omitted <==

George Georgiou FCA Managing Partner Connect National Audit Pty Ltd ASIC Authorised Audit Company No. 521888 Melbourne, Victoria Date: 28 September 2021

Head Office: Level 8, 350 Collins St, Melbourne VIC 3000

Connect National Audit Pty Ltd is an Authorised Audit Company

Gold Coast Office: HQ@Robina, Suite 41, Level 4,

ABN 43 605 713 040

58 Riverwalk Avenue, Robina QLD 4226

Liability limited by a scheme approved under Professional Standards Legislation

w: www.connectaudit.com.au

Freehill Mining Limited Contents 30 June 2021

Statement of profit or loss and other comprehensive income 16
Statement of financial position 17
Statement of changes in equity 18
Statement of cash flows 19
Notes to the financial statements 20
Directors' declaration 44
Independent auditor's report to the members of Freehill Mining Limited 45
Shareholder information 50

General information

The financial statements cover Freehill Mining Limited as a consolidated entity consisting of Freehill Mining Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Freehill Mining Limited's functional and presentation currency.

Freehill Mining Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 24, 570 Bourke St, Melbourne, Victoria, Australia, 3000

A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 28 September 2021. The directors have the power to amend and reissue the financial statements.

15

Freehill Mining Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2021

Note
Revenue
Interest revenue calculated using the effective interest method
Other revenue

Expenses
Corporate and administration expenses
Consulting expenses
Employee benefits expense
Depreciation and amortisation expense
Other expenses
Finance costs

Loss before income tax expense

Income tax expense
6

Loss after income tax expense for the year attributable to the owners of
Freehill Mining Limited

Other comprehensive income / (loss)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income / (loss) for the year, net of tax
Total comprehensive loss for the year attributable to the owners of Freehill
Mining Limited

Basic earnings per share
28
Diluted earnings per share
28
Consolidated
2021
Restated
2020
$
$
147
25
2,678
13,446
(891,752)
(840,170)
(556,461)
(745,204)
(564,465)
(724,996)
(2,697)
(429)
(62,175)
(114,974)
(169,749)
(419,074)
Consolidated
2021
Restated
2020
$
$
147
25
2,678
13,446
(891,752)
(840,170)
(556,461)
(745,204)
(564,465)
(724,996)
(2,697)
(429)
(62,175)
(114,974)
(169,749)
(419,074)
(2,244,474)
-
(2,831,376)
-
(2,244,474)
413,909
(2,831,376)
(3,091,938)
413,909 (3,091,938)
(1,830,565) (5,923,314)
Cents
(0.14)
(0.14)
Cents
(0.25)
(0.25)

Refer to note 4 for detailed information on Restatement of comparatives.

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

16

Freehill Mining Limited Statement of financial position As at 30 June 2021

Note
Assets
Current assets
Cash and cash equivalents
7
Trade and other receivables
8
Other
Total current assets
Non-current assets
Receivables
9
Property, plant and equipment
Exploration and evaluation asset
10
Total non-current assets
Total assets

Liabilities
Current liabilities
Trade and other payables
11
Borrowings
12
Employee benefits
13
Total current liabilities
Non-current liabilities
Borrowings
14
Provisions
Total non-current liabilities
Total liabilities

Net assets

Equity
Issued capital
15
Reserves
16
Accumulated losses
Total equity
Consolidated
2021
Restated
2020
$
$
1,535,609
917,111
104,795
97,244
-
2,487
1,640,404
1,016,842
603,252
586,032
7,404
9,887
19,687,399
13,335,980
20,298,055
13,931,899
21,938,459
14,948,741
Consolidated
2021
Restated
2020
$
$
1,535,609
917,111
104,795
97,244
-
2,487
1,640,404
1,016,842
603,252
586,032
7,404
9,887
19,687,399
13,335,980
20,298,055
13,931,899
21,938,459
14,948,741
1,640,404 1,016,842
603,252
7,404
19,687,399
586,032
9,887
13,335,980
20,298,055 13,931,899
21,938,459 14,948,741
595,522
64,000
12,161
475,027
72,303
10,216
671,683 557,546
-
70,000

432,839
70,000
70,000 502,839
741,683 1,060,385
21,196,776 13,888,356
36,263,862
(124,754)
(14,942,332)
27,096,965
(510,751)
(12,697,858)
21,196,776 13,888,356

Refer to note 4 for detailed information on Restatement of comparatives.

The above statement of financial position should be read in conjunction with the accompanying notes

17

Freehill Mining Limited Statement of changes in equity For the year ended 30 June 2021

Issued
capital
Consolidated
$
Balance at 1 July 2019
20,106,620
Loss after income tax expense for the year
-
Other comprehensive loss for the year, net of tax
-
Total comprehensive loss for the year
-
Share based payments
-
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 15)
6,973,471
Transfers upon conversion of notes
16,874
Balance at 30 June 2020
27,096,965

Refer to note 4 for detailed information on Restatement of comparatives.

Issued
capital
Consolidated
$
Balance at 1 July 2020
27,096,965
Loss after income tax expense for the year
-
Other comprehensive income for the year, net of tax
-
Total comprehensive income / (loss) for the year
-
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 15)
9,100,397
Shared based payments
-
Transfer
66,500
Balance at 30 June 2021
36,263,862
Issued
capital
$
20,106,620
-
-
Reserves
$
1,022,709
-
(3,091,938)
Accumulated
losses
$
(9,866,482)
(2,831,376)
-

Total equity
$
11,262,847
(2,831,376)
(3,091,938)
-
-
6,973,471
16,874
(3,091,938)
1,575,352
-
(16,874)
(2,831,376)
-
-
-
(5,923,314)
1,575,352
6,973,471
-
27,096,965 (510,751) (12,697,858) 13,888,356
Reserves
$
(510,751)
-
413,909
Accumulated
losses
$
(12,697,858)
(2,244,474)
-

Total equity
$
13,888,356
(2,244,474)
413,909
-
9,100,397
-
66,500
413,909
-
38,588
(66,500)
(2,244,474)
-
-
-
(1,830,565)
9,100,397
38,588
-
36,263,862 (124,754) (14,942,332) 21,196,776

The above statement of changes in equity should be read in conjunction with the accompanying notes

18

Freehill Mining Limited Statement of cash flows For the year ended 30 June 2021

Note
Cash flows from operating activities
Payments to suppliers and employees (inclusive of GST)
Interest received
Other revenue
Interest and other finance costs paid
Net cash used in operating activities
27

Cash flows from investing activities
Payments for exploration and evaluation
Pre-productions mining receipts offset against the carrying value of the assets
Net cash used in investing activities

Cash flows from financing activities
Proceeds from issue of shares
Proceeds from borrowings
Share issue transaction costs
Repayment of borrowings
Net cash from financing activities

Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the financial year
7
Consolidated
2021
Restated
2020
$
$
(1,726,519)
(2,326,708)
25
25
147
69
(179,428)
(310,504)
(1,905,775)
(2,637,118)
Consolidated
2021
Restated
2020
$
$
(1,726,519)
(2,326,708)
25
25
147
69
(179,428)
(310,504)
(1,905,775)
(2,637,118)
(1,905,775) (2,637,118)
(1,045,601)
258,256
(1,488,791)
-
(787,345) (1,488,791)
2,725,369
942,400
(180,237)
(152,364)
4,049,998
2,182,924
(605,446)
(646,936)
3,335,168 4,980,540
642,048
917,111
(23,550)
854,631
62,480
-
1,535,609 917,111

The above statement of cash flows should be read in conjunction with the accompanying notes

19

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 1. Significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted for the year ended 30 June 2021.

Going concern

These financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.

As disclosed in the financial statements, the consolidated entity incurred a loss of $2,244,474 and had operating cash outflows of $1,905,775.

These events and conditions indicate a material uncertainty which may cast significant doubt as to whether the consolidated entity will continue as a going concern and therefore whether it will realise assets and discharge liabilities in the normal course of business and at the amounts shown in the financial report.

The directors have reviewed the cash flow forecast for the next 12 months from the date of signing this financial report, and assessed that there are reasonable grounds to believe the consolidated entity will be able to continue as a going concern due to the following factors:

  • At the date of signing the company had 80,228,205 options over ordinary shares with an exercise price of $0.025, that expire on 12 November 2021, and the current share price is $0.028. If all options were exercised the company would raise $2,005,705 before costs;

  • The board expects production to begin on the Yerbas Beunas tenements during the first quarter of 2022. It is expected the consolidated entity's Chilean operations will provide positive net cash flows from this stage; and

  • The company has a proven track record of being able to raise funding via both debt and equity as needed.

Accordingly, the directors believe consolidated entity will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.

The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary should the consolidated entity not continue as a going concern.

Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial instruments.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 24.

20

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 1. Significant accounting policies (continued)

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Freehill Mining Limited ('company' or 'parent entity') as at 30 June 2021 and the results of all subsidiaries for the year then ended. Freehill Mining Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.

Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.

Operating segments

Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.

Foreign currency translation

The financial statements are presented in Australian dollars, which is Freehill Mining Limited's functional and presentation currency.

Foreign currency transactions

Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign operations

The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.

The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.

Revenue recognition

The consolidated entity recognises revenue as follows:

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

21

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 1. Significant accounting policies (continued)

Other revenue

Other revenue is recognised when the performance obligations are met and the right to receive payment is established.

Income tax

The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

  • When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or

  • When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

Current and non-current classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

Cash and cash equivalents

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

Trade and other receivables

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

Investments and other financial assets

Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.

22

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 1. Significant accounting policies (continued)

Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it's carrying value is written off.

Financial assets at amortised cost

A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.

Impairment of financial assets

The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.

Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.

Exploration and evaluation assets

Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made.

Pre-production mine sales are off-set against the carrying value of the exploration assets.

Trade and other payables

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

Finance costs

Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred.

Provisions

Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.

23

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 1. Significant accounting policies (continued)

Employee benefits

Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.

Other long-term employee benefits

The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Share-based payments

Equity-settled and cash-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

  • during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.

  • from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.

All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.

Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

24

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 1. Significant accounting policies (continued)

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

Issued capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of Freehill Mining Limited, 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 financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Goods and Services Tax ('GST') and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2021. The consolidated entity has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

Note 2. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Recovery of deferred tax assets

Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax assets are not being recognised at 30 June 2021, because their realisation is not yet considered probable.

25

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 2. Critical accounting judgements, estimates and assumptions (continued)

Exploration and evaluation costs

Exploration and evaluation costs have been capitalised on the basis that the consolidated entity will commence commercial production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral resources. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made.

Note 3. Impact of COVID 19 pandemic

During the period ended 30 June 2020, the COVID-19 was declared a pandemic by the World Health Organisation (WHO). The pandemic has adversely affected the global economy, including an increase in unemployment, decrease in consumer demand, interruptions in supply chains, and tight liquidity and credit conditions. Since its outbreak, governments worldwide have set up measures to contain the pandemic. Many countries have required entities to limit or suspend business operations, and have also implemented travel restrictions and quarantine measures. Monetary and fiscal stimulus packages have also been introduced in some countries. As the COVID-19 outbreak continues to evolve, the estimated financial impact cannot be reasonably determined at this juncture. The impact which COVID 19 has had on the consolidated entity is set out below.

Chilean operations

In response to the pandemic the Chilean government has imposed restrictions. These have resulted in delays to the exploration program on all Chilean projects. Whilst there have been delays this has not impacted on the likelihood that the project will ultimately be feasible, and therefore has not impacted on the impairment assessments in relation to exploration assets.

Australian operations

The impact of COVID-19 on the consolidated entity's Australian operations has not been material due to their scale and nature of operations as a holding company.

Note 4. Restatement of comparatives

Correction of error

In the prior year, an amount of $490,652 relating to restatement of foreign exchange movements on the intercompany loan was not eliminated on consolidation.

26

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 4. Restatement of comparatives (continued)

Statement of profit or loss and other comprehensive income

Revenue
Interest revenue calculated using the effective interest method
Other revenue
Expenses
Corporate and administration expenses
Consulting expenses
Employee benefits expense
Depreciation and amortisation expense
Foreign exchange losses
Other expenses
Finance costs
Loss before income tax expense
Income tax expense
Loss after income tax expense for the year attributable to the owners of
Freehill Mining Limited
Other comprehensive loss
Foreign currency translation
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year attributable to the owners of
Freehill Mining Limited

Basic earnings per share
Diluted earnings per share
Restated
2020
$
Reported
25
69
(840,170)
(745,204)
(724,996)
(429)
(477,185)
(114,974)
(419,074)
Consolidated
$
Adjustment
-
13,377
-
-
-
-
477,185
-
-

Restated
2020
$
Restated
25
13,446
(840,170)
(745,204)
(724,996)
(429)
-
(114,974)
(419,074)
(3,321,938)
-
490,562
-
(2,831,376)
-
(3,321,938)
-
490,562
(3,091,938)
(2,831,376)
(3,091,938)
- (3,091,938) (3,091,938)
(3,321,938) (2,601,376) (5,923,314)
Cents
Reported
(0.14)
(0.14)
Cents
Adjustment
(0.11)
(0.11)
Cents
Restated
(0.25)
(0.25)

Statement of financial position at the beginning of the earliest comparative period

When there is a restatement of comparatives, it is mandatory to provide a third statement of financial position at the beginning of the earliest comparative period, being 1 July 2019. However, as there were no adjustments made as at 1 July 2019, the consolidated entity has elected not to show the 1 July 2019 statement of financial position.

27

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 4. Restatement of comparatives (continued)

Statement of financial position at the end of the earliest comparative period

Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other
Total current assets
Non-current assets
Receivables
Property, plant and equipment
Exploration and evaluation asset
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Employee benefits
Total current liabilities
Non-current liabilities
Borrowings
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Restated
2020
$
Reported
917,111
97,244
2,487
Consolidated
$
Adjustment
-
-
-

Restated
2020
$
Restated
917,111
97,244
2,487
1,016,842 - 1,016,842
586,032
9,887
13,335,980
-
-
-
586,032
9,887
13,335,980
13,931,899 - 13,931,899
14,948,741 - 14,948,741
475,027
72,303
10,216
-
-
-
475,027
72,303
10,216
557,546 - 557,546
432,839
70,000
-
-
432,839
70,000
502,839 - 502,839
1,060,385 - 1,060,385
13,888,356 - 13,888,356
27,096,965
(20,189)
(13,188,420)
-
(490,562)
490,562
27,096,965
(510,751)
(12,697,858)
13,888,356 -
13,888,356

Note 5. Operating segments

Identification of reportable operating segments

The consolidated entity is organised into one operating segment: Chilean Mining. This operating segment is based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.

28

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 6. Income tax expense

Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
Tax at the statutory tax rate of 26% (2020: 27.5%)
Non-deductible expenses
Temporary differences and losses not bought to account
Income tax expense

Australian tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit @ 26%
Consolidated
2021
Restated
2020
$
$
(2,244,474)
(2,831,376)
(583,563)
(778,628)
56,117
298,825
527,446
479,803
-
-
Consolidated
2021
Restated
2020
$
$
(2,244,474)
(2,831,376)
(583,563)
(778,628)
56,117
298,825
527,446
479,803
-
-
(583,563)
56,117
527,446
(778,628)
298,825
479,803
-
-
Consolidated
2021
Restated
2020
$
$
8,730,050
7,381,699
2,269,813
1,919,242
2,269,813 1,919,242

In addition to the above Australian tax losses the consolidated entity has unused losses of 2,343,042,942 (AUD 4,240,907) Chilean pesos which amount to an unrecognised benefit of 632,621,594 Chilean pesos (AUD 1,145,045). The corporate tax rate in Chile is 27%.

The above potential tax benefit for unused tax losses has not been recognised in the statement of financial position. These unused tax losses are available for used against future taxable income.

Note 7. Cash and cash equivalents

Cash on hand
Cash at bank
Consolidated
2021
Restated
2020
$
$
1,820
1,780
1,533,789
915,331
1,535,609
917,111
Consolidated
2021
Restated
2020
$
$
1,820
1,780
1,533,789
915,331
1,535,609
917,111
1,535,609 917,111

Note 8. Trade and other receivables

Other receivables
Indirect taxes receivable
Consolidated
2021
Restated
2020
$
$
40,903
15,542
63,892
81,702
104,795
97,244
Consolidated
2021
Restated
2020
$
$
40,903
15,542
63,892
81,702
104,795
97,244
104,795 97,244

29

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 9. Receivables

Indirect taxes receivable

Note 10. Exploration and evaluation asset

Exploration and evaluation - at cost
Consolidated
2021
Restated
2020
$
$
603,252
586,032
Consolidated
2021
Restated
2020
$
$
19,687,399
13,335,980

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Consolidated
Balance at 1 July 2019
Additions
Exchange differences
Balance at 30 June 2020
Additions
Acquisition of El Dorada tenement via issue of shares
Exchange differences
Pre-productions mining receipts offset against the carrying value of the assets
Balance at 30 June 2021
Exploration &
evaluation
$ 14,025,904
1,514,147
(2,204,071)
13,335,980
922,430
5,250,000
437,245
(258,256)
19,687,399

Exploration and evaluation assets are pledge as security of convertible notes issue (refer to note 14).

Note 11. Trade and other payables

Trade payables
Interest payable
Other payables
Consolidated
2021
Restated
2020
$
$
362,438
250,058
-
9,679
233,084
215,290
595,522
475,027
Consolidated
2021
Restated
2020
$
$
362,438
250,058
-
9,679
233,084
215,290
595,522
475,027
595,522 475,027

Refer to note 18 for further information on financial instruments.

30

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 12. Borrowings

Debt with conversion option
Short term loans
Consolidated
2021
Restated
2020
$
$
64,000
-
-
72,303
64,000
72,303
Consolidated
2021
Restated
2020
$
$
64,000
-
-
72,303
64,000
72,303
64,000 72,303

Refer to note 18 for further information on financial instruments.

The short term loans were repayable at 12 months from the date of issue and interest has been accrued at 15% per annum. This loan was repaid in full during the current year.

Interest is payable on the Debt with conversion option at 10% per annum and the borrowings expire in November 2021. It can be converted at a 15% discount to 7 day VWAP.

Note 13. Employee benefits

Employee benefits

Note 14. Borrowings
Consolidated
2021
Restated
2020
$
$
12,161
10,216
Consolidated
2021
Restated
2020
$
$
12,161
10,216
Debt with conversion option Consolidated
2021
Restated
2020
$
$
-
432,839
Consolidated Consolidated
Restated
2021 2020
$ $
Debt with conversion option - 432,839

Refer to note 18 for further information on financial instruments.

Interest is payable on the Debt with conversion option at 10% per annum and the borrowings expire in November 2021. It can be converted at a 15% discount to 7 day VWAP.

Total secured liabilities

The total secured liabilities (current and non-current) are as follows:

Debt with conversion option Consolidated
2021
Restated
2020
$
$
64,000
432,839

31

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 14. Borrowings (continued)

Assets pledged as security

The carrying amounts of assets pledged as security for current and non-current borrowings are:

Exploration and evaluation assets Consolidated
2021
Restated
2020
$
$
19,687,399
13,335,980

Note 15. Issued capital

Ordinary shares - fully paid

Movements in ordinary share capital
2021
Shares
1,653,199,517
Consolidated
Restated
2020
2021
Shares
$
1,453,768,548
36,263,862
Consolidated
Restated
2020
2021
Shares
$
1,453,768,548
36,263,862
Restated
2020
$
27,096,965

32

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 15. Issued capital (continued)

Details
Date
Balance
1 July 2019
Shares issued to settle borrowings, trade and other
payables and for cash
13 November 2019
Shares issued to settle borrowings
15 November 2019
Shares issued to settle trade and other payables
29 November 2019
Shares issued to settle trade and other payables
3 December 2019
Shares issued to settle borrowings and for cash
20 December 2019
Shares issued to settle borrowings
03 January 2020
Shares issued to settle borrowings
21 January 2020
Shares issued to settle borrowings, trade and other
payables and for cash
3 February 2020
Shares issued to settle borrowings
18 February 2020
Shares issued to settle borrowings
21 February 2020
Shares issued to settle borrowings
11 March 2020
Shares issued to settle trade and other payables
24 March 2020
Shares issued to settle borrowings
6 April 2020
Shares issued to settle trade and other payables
23 April 2020
Shares issued to settle borrowings
30 April 2020
Shares issued to settle borrowings
12 May 2020
Shares issued to settle borrowings and trade and
other payables
21 May 2020
Shares issued to settle trade and other payables
27 May 2020
Shares issued on conversion of options and settle
borrowings
1 June 2020
Shares issued for cash
4 June 2020
Shares issued to settle borrowings and trade and
other payables
11 June 2020
Shares issued on conversion of options and to settle
borrowings
16 June 2020
Shares issued on conversion of options, to settle
borrowings and to settle borrowings
30 June 2020
Transfers from reserves upon conversion of notes
Less cost of capital raising - equity and cash settled
Balance
30 June 2020
Shares
Issue price
816,273,950
334,668,350
$0.0110
34,057,148
$0.0100
2,572,457
$0.0117
3,000,000
$0.0110
24,502,321
$0.0110
19,263,638
$0.0110
30,727,271
$0.0110
86,252,526
$0.0144
7,182,633
$0.0136
17,276,169
$0.0184
14,174,346
$0.0247
3,184,783
$0.0230
5,787,410
$0.0173
1,858,696
$0.0230
4,883,855
$0.0205
1,504,832
$0.0241
7,501,222
$0.0245
1,475,000
$0.0300
5,952,335
$0.0301
14,000,000
$0.0500
3,584,937
$0.0420
2,913,142
$0.0412
11,171,527
$0.0290
-
$0.0000
-
$0.0000
1,453,768,548
$
20,106,620
3,685,507
324,083
30,000
33,000
269,739
211,900
338,000
1,240,444
98,000
318,645
350,007
73,250
100,122
42,750
100,000
36,212
183,912
16,500
179,189
700,000
150,745
120,041
323,445
16,874
(1,952,020)
27,096,965

33

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 15. Issued capital (continued)

Details
Date
Shares issued on exercise of options
July 2021
Shares issued to settle borrowings
17 July 2021
Shares issued to settle borrowings
31 July 2021
Shares issued to KMP in relation to performance
shares
31 July 2021
Shares issued
3 August 2021
Shares issued to settle borrowings
8 August 2021
Shares issued on exercise of options
August 2021
Shares issued on exercise of options
September 2021
Shares issued on exercise of options
October 2021
Shares issued to settle borrowings
21 October 2021
Shares issued for El Dorado acquisition
23 October 2021
Shares issued on exercise of options
November 2021
Shares issued to settle borrowings
6 November 2021
Shares issued on exercise of options
December 2021
Shares issued to settle borrowings
30 December 2021
Shares issued on exercise of options
January 2021
Shares issued on exercise of options
February 2021
Shares issued to KMP
4 February 2021
Shares issued on exercise of options
March 2021
Shares issued to settle borrowings
15 April 2021
Shares issued on exercise of options
May 2021
Shares issued on exercise of options
June 2021
Less cost of capital raising
Balance
30 June 2021
Shares
Issue price
2,555,903
$0.0250
1,874,612
$0.0430
6,546,052
$0.0480
1,000,000
$0.0670
10,000,000
$0.0600
4,367,414
$0.0480
6,203,637
$0.0250
2,295,000
$0.0250
2,110,000
$0.0250
1,725,294
$0.0580
75,000,000
$0.0700
41,638,149
$0.0250
815,883
$0.0610
23,856,576
$0.0250
4,780,412
$0.0520
249,500
$0.0250
100,000
$0.0250
1,347,028
$0.0550
3,300,000
$0.0250
6,959,509
$0.0330
1,000,000
$0.0250
1,706,000
$0.0250
-
$0.0000
1,653,199,517
$
63,899
80,000
312,000
66,500
600,000
210,000
155,091
57,375
52,750
100,000
5,250,000
1,040,954
50,000
596,414
246,400
6,237
2,500
74,086
82,500
232,778
25,000
42,650
(180,237)
36,263,862

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Share buy-back

There is no current on-market share buy-back.

Capital risk management

The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.

In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current company's share price at the time of the investment. The consolidated entity is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.

34

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 15. Issued capital (continued)

The consolidated entity is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year.

The capital risk management policy remains unchanged from the 30 June Restated 2020 Annual Report.

Note 16. Reserves

Foreign currency reserve
Share-based payments reserve
Consolidated
2021
Restated
2020
$
$
(1,738,694)
(2,152,603)
1,613,940
1,641,852
(124,754)
(510,751)
Consolidated
2021
Restated
2020
$
$
(1,738,694)
(2,152,603)
1,613,940
1,641,852
(124,754)
(510,751)
(124,754) (510,751)

Foreign currency reserve

The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.

Share-based payments reserve

The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.

Convertible note reserve

The reserve is used to recognise the value of the equity portion of convertible notes.

Movements in reserves

Movements in each class of reserve during the current and previous financial year are set out below:

Consolidated
Balance at 1 July 2019
Foreign currency translation
Share based payments
Transfers to issued capital upon conversion of notes
Balance at 30 June 2020
Foreign currency translation
Share based payments
Transfer to issued capital from performance shares
Balance at 30 June 2021
Convertible
notes
$ 16,874
-
-
(16,874)
Share based
payments
$ 66,500
-
1,575,352
-

Foreign
currency
$ 939,335
(3,091,938)
-
-
-
-
-
-
1,641,852
-
38,588
(66,500)
(2,152,603)
413,909
-
-
- 1,613,940 (1,738,694)

Note 17. Dividends

There were no dividends paid, recommended or declared during the current or previous financial year.

35

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 18. Financial instruments

Financial risk management objectives

The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity. The consolidated entity uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk.

Risk management is carried out by the Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the consolidated entity and appropriate procedures, controls and risk limits. The Board identifies, evaluates and hedges financial risks within the consolidated entity's operating units.

Market risk

Foreign currency risk

The consolidated entity is exposed to foreign exchange risk in relation to its operation in Chile, and liabilities denominated in US dollars.

Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.

The net carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities at the reporting date were as follows:

Assets Assets Liabilities Liabilities
Restated Restated
2021 2020 2021 2020
Consolidated $ $ $ $
US dollars - - - 72,303
Chilean pesos 878,837 604,378 483,404 263,132
878,837 604,378 483,404 335,435
AUD strengthened AUD weakened
Effect on Effect on
profit before Effect on profit before Effect on
Consolidated - 2021 % change tax equity % change tax equity
Chilean pesos 20% - (79,086) 20% - 79,086
AUD strengthened AUD weakened
Effect on Effect on
profit before Effect on profit before Effect on
Consolidated - Restated 2020 % change tax equity % change tax equity
US Dollar 20%
14,460
14,460 20% (14,460) (14,460)
Chilean pesos 20% - (68,249) 20% - 68,249
14,460 (53,789) (14,460) 53,789

Price risk

The consolidated entity is not exposed to any significant price risk.

Interest rate risk

The consolidated entity is not exposed to any interest rate risk.

36

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 18. Financial instruments (continued)

Credit risk

The consolidated entity is not exposed to significant credit risk.

Liquidity risk

Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.

The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

Remaining contractual maturities

The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

Weighted
average
interest rate
Consolidated - 2021
%
Non-derivatives
Non-interest bearing
Trade and other payables
-
Interest-bearing - fixed rate
Debt with conversion option
15.00%
Total non-derivatives

Weighted
average
interest rate
Consolidated - Restated 2020
%
Non-derivatives
Non-interest bearing
Trade and other payables
-
Interest-bearing - fixed rate
Short term loans
15.00%
Debt with conversion option
10.00%
Total non-derivatives
1 year or less
$ 595,522
64,000

Between 1
and 2 years
$ -
-
Between 2
and 5 years
$ -
-
Over 5 years
$ -
-
Remaining
contractual
maturities
$ 595,522
64,000
659,522 - - - 659,522
1 year or less
$ 475,027

72,303
-

Between 1
and 2 years
$ -
-
432,839
Between 2
and 5 years
$ -
-
-
Over 5 years
$ -
-
-
Remaining
contractual
maturities
$ 475,027
72,303
432,839
547,330 432,839 - - 980,169

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

Fair value of financial instruments

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.

37

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 19. Key management personnel disclosures

Directors

The following persons were directors of Freehill Mining Limited during the financial year:

Raymond Charles Mangion Paul Davies Jim Moore (appointed 18 February 2021) Peter Hinner (resigned 18 February 2021)

Benefits to key management personnel are recognised in profit or loss within employee benefits expense.

Compensation

The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:

Short-term employee benefits
Share-based payments
Consolidated
2021
Restated
2020
$
$
472,654
365,750
112,675
212,647
585,329
578,397
Consolidated
2021
Restated
2020
$
$
472,654
365,750
112,675
212,647
585,329
578,397
585,329 578,397

Note 20. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by Connect National Audit, the auditor of the company:

Audit services - Connect National Audit (Restated 2020: RSM Australia Partners)
Audit or review of the financial statements
Other services - Connect National Audit (Restated 2020: RSM Australia Partners)
Taxation services
Consolidated
2021
Restated
2020
$
$
45,000
61,000
-
9,500
45,000
70,500
Consolidated
2021
Restated
2020
$
$
45,000
61,000
-
9,500
45,000
70,500
- 9,500
45,000 70,500

Note 21. Contingent liabilities

During the prior year, legal claims were lodged in Chile by two separate former suppliers against Yerbas Buenas SpA (YB), a fully owned subsidiary of the company. The claims are in relation to alleged breaches of contracts by YB.

In addition, YB has been joined in three labour related legal claims, in relation to alleged wrongful dismissal by Lacerta Finance & Mining SpA (Lacerta) which resulted from the period where Lacerta was leasing the mining operations.

The above matters have all been resolved during the current financial year.

The consolidated entity had no other contingent liabilities at 30 June 2021 and 30 June Restated 2020.

38

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 22. Commitments

The consolidated entity had no commitments at 30 June 2021 and 30 June Restated 2020.

Note 23. Related party transactions

Parent entity

Freehill Mining Limited is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in note 25.

Key management personnel

Disclosures relating to key management personnel are set out in note 19 and the remuneration report included in the directors' report.

Transactions with related parties

The following transactions occurred with related parties:

Consolidated Consolidated
Restated
2021 2020
$ $
Payment for other expenses:
Interest paid and accrued on short terms loans payable to Ray Mangion and his wife - 95,449

Receivable from and payable to related parties

The following balances are outstanding at the reporting date in relation to transactions with related parties:

Consolidated Consolidated
Restated
2021 2020
$ $
Current payables:
Trade payables to Electrum Pty Ltd - an entity related to Peter Hinner - 14,506
Trade payables and accrued expenses to directors in relation to unpaid fees and expenses - 26,250

Loans to/from related parties

There were no loans to or from related parties at the current and previous reporting date.

Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates.

39

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 24. Parent entity information

Set out below is the supplementary information about the parent entity.

Statement of profit or loss and other comprehensive income

Loss after income tax
Total comprehensive loss

Statement of financial position

Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Share-based payments reserve
Convertible notes reserve
Accumulated losses
Total equity
Parent
2021
Restated
2020
$
$
(1,703,260)
(2,249,738)
(1,703,260)
(2,249,738)
Parent
2021
Restated
2020
$
$
(1,703,260)
(2,249,738)
(1,703,260)
(2,249,738)
(1,703,260) (2,249,738)
Parent
2021
Restated
2020
$
$
1,380,098
998,547
23,521,223
16,614,257
188,279
284,198
188,279
717,037
49,519,807
40,352,910
1,613,940
1,641,852
1,007,202
1,007,202
(28,808,005)
(27,104,744)
23,332,944
15,897,220
23,521,223 16,614,257
188,279 284,198
188,279 717,037
49,519,807
1,613,940
1,007,202
(28,808,005)
40,352,910
1,641,852
1,007,202
(27,104,744)
23,332,944 15,897,220

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

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2021 and 30 June Restated 2020.

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2021 and 30 June Restated 2020.

Capital commitments - Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment as at 30 June 2021 and 30 June Restated 2020.

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1, except for the following:

  • Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.

40

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 25. Interests in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1:

Ownership interest
Restated
Principal place of business / 2021 2020
Name Country of incorporation % %
Freehill Investments Pty Ltd Australia 100.00% 100.00%
Yerbas Buenas SpA Chile 100.00% 100.00%
San Patricio Mineria SpA Chile 100.00% 100.00%
El Dorado Mineria SpA Chile 100.00% -
El Dorado Hold Co Pty Ltd Australia 100.00% -

Note 26. Events after the reporting period

On 9 July 2021, the company issued 2,145,245 fully paid ordinary shares valued at $0.0300 per share, retiring debt valued at $64,465.

On 30 July 2021, the company issued 150,000 fully paid ordinary shares valued at $.0.25 per share, on the exercise of options raising $3,750.

0n 6 September 2021, the company issued 2,030,377 fully paid ordinary shares valued at $0.0248 per share, retiring debt valued at $50,437.

No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.

Note 27. Reconciliation of loss after income tax to net cash used in operating activities

Loss after income tax expense for the year
Adjustments for:
Depreciation and amortisation
Share-based payments
Foreign exchange differences
Accrued finance costs and finance costs settled via issue of shares
Operating expenses settled via the issue of shares
Change in operating assets and liabilities:
Increase in trade and other receivables
Decrease in other operating assets
Increase/(decrease) in trade and other payables
Increase in employee benefits
Net cash used in operating activities
Consolidated
2021
Restated
2020
$
$
(2,244,474)
(2,831,376)
2,697
249
38,588
82,647
-
(13,377)
-
316,173
74,087
1,502,291
(24,771)
(63,046)
2,487
38,839
243,666
(1,679,734)
1,945
10,216
(1,905,775)
(2,637,118)
Consolidated
2021
Restated
2020
$
$
(2,244,474)
(2,831,376)
2,697
249
38,588
82,647
-
(13,377)
-
316,173
74,087
1,502,291
(24,771)
(63,046)
2,487
38,839
243,666
(1,679,734)
1,945
10,216
(1,905,775)
(2,637,118)
(1,905,775) (2,637,118)

41

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 28. Earnings per share

Loss after income tax attributable to the owners of Freehill Mining Limited

Weighted average number of ordinary shares used in calculating basic earnings per share
Weighted average number of ordinary shares used in calculating diluted earnings per share

Basic earnings per share
Diluted earnings per share
Consolidated
2021
Restated
2020
$
$
(2,244,474)
(2,831,376)
Consolidated
2021
Restated
2020
$
$
(2,244,474)
(2,831,376)
Number
1,583,403,125
Number
1,140,465,178
1,583,403,125 1,140,465,178
Cents
(0.14)
(0.14)
Cents
(0.25)
(0.25)

Note 29. Share-based payments

During the prior year the company issued the following options:-

  • Investors and brokers received 166,481,086 options in relation the company's capital raising efforts;

  • Lacerta received 30,000,000 options as part of it financials settlement; and

  • Key management personnel received 10,000,000 options as part of their remuneration

Set out below are summaries of options granted under the plan:

Outstanding at the beginning of the financial year
Granted
Exercised
Outstanding at the end of the financial year
Exercisable at the end of the financial year

2021
Balance at
Exercise
the start of
Grant date
Expiry date
price
the year
13/11/2019
12/11/2021
$0.0250 165,452,970
13/11/2019
12/11/2021
$0.1000
30,000,000
195,452,970
Outstanding at the beginning of the financial year
Granted
Exercised
Outstanding at the end of the financial year
Exercisable at the end of the financial year

2021
Balance at
Exercise
the start of
Grant date
Expiry date
price
the year
13/11/2019
12/11/2021
$0.0250 165,452,970
13/11/2019
12/11/2021
$0.1000
30,000,000
195,452,970
Number of
options
2021
195,462,970
-
(85,014,765)
Weighted
average
exercise price
2021
$0.0359
$0.0000

$0.0250
$0.0450
$0.0330
Exercised
(85,014,765)
-

Number of
options
Restated
2020
-
206,481,086
(11,018,116)
Weighted
average
exercise price
Restated
2020
$0.0000
$0.0359
$0.0250
$0.0359
$0.0359
Balance at
the end of
the year
80,438,205
30,000,000
110,448,205 195,462,970
110,448,205 195,462,970
Granted
-
-
Expired/
forfeited/
other
-
-
195,452,970 - (85,014,765) - 110,438,205

42

Freehill Mining Limited Notes to the financial statements 30 June 2021

Note 29. Share-based payments (continued)

Restated 2020
Exercise
Grant date
Expiry date
price
13/11/2019
12/11/2021
$0.0250
13/11/2019
12/11/2021
$0.1000
Balance at
the start of
the year

-
-
Granted
176,481,086
30,000,000
Exercised
(11,028,116)
-
Expired/
forfeited/
other
-
-
Balance at
the end of
the year
165,452,970
30,000,000
- 206,481,086 (11,028,116) - 195,452,970

The weighted average remaining contractual life of options outstanding at the end of the financial year was 0.36 years (1.36 years).

For the options granted during the prior financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows:

Share price Exercise Expected Dividend Risk-free Fair value
Grant date Expiry date at grant date price volatility yield interest rate at grant date
13/11/2019 12/11/2021 $0.1600 $0.0225 120.000% - 0.870% $0.0083
13/11/2019 12/11/2021 $0.0160 $0.1000 120.000% - 0.870% $0.0039

During the year Paul Davies was issued 6,000,000 performance rights. The performance rights will vest upon completion of a 28 day period where the volume weighted average share price exceeds 7.5 cents. These performance rights will expire on 31 December 2021. An expense of $38,588 has been recognised in relation to these performance rights.

Note 30. Changes in liabilities arising from financing activities

Consolidated
Balance at 1 July 2019
Net cash from financing activities
Conversion to equity
Balance at 30 June 2020
Net cash from financing activities
Conversion to equity
Balance at 30 June 2021
Borrowings
$ 2,068,899
2,126,601
(3,690,358)
Total
$ 2,068,899
2,126,601
(3,690,358)
505,142
790,036
(1,231,178)
505,142
790,036
(1,231,178)
64,000 64,000

43

Freehill Mining Limited Directors' declaration 30 June 2021

In the directors' opinion:

  • the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;

  • the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements;

  • the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30 June 2021 and of its performance for the financial year ended on that date; and

  • there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

The directors have been given the declarations required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.

On behalf of the directors

==> picture [87 x 74] intentionally omitted <==

_________ Ray Mangion Chairman

28 September 2021

44

Independent Auditor’s Report To the Members of Freehill Mining Limited Report on the Audit of the Financial Report

Opinion

We have audited the accompanying financial report of Freehill Mining Limited (the “consolidated entity”), which comprises the statement of financial position as at 30 June 2021, the statement of profit or loss and other comprehensive income, the statement of cash flows and the statement of changes in equity for the financial year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity as set out on page 43.

In our opinion the financial report of Freehill Mining Limited is in accordance with the Corporations Act 2001 , including:

  • (a) giving a true and fair view of the entity’s financial position as at 30 June 2021 and of its performance for the financial 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 consolidated entity in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the consolidated entity, would be in the same terms if given to the directors as at the time of this auditor’s report.

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

Key Audit Matters

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

Key Audit Matter How our audit addressed the key audit
matter
Capitalisation
of
Exploration
and
Evaluation Assets
We focus on the capitalisation of exploration
and evaluation asset as this represents a
significant asset of the consolidated entity
and that the capitalisation of this amount is
We carried out the following work in
accordance with the guidance set out in
AASB 6 Exploration for and Evaluation of
Mineral Resources:

Head Office: Level 8, 350 Collins St, Melbourne VIC 3000

Connect National Audit Pty Ltd is an Authorised Audit Company

Gold Coast Office: HQ@Robina, Suite 41, Level 4, 58 Riverwalk Avenue, Robina QLD 4226

ABN 43 605 713 040

Liability limited by a scheme approved under Professional Standards Legislation

w: www.connectaudit.com.au

significantly affected by management’s judgement

The consolidated entity has incurred significant exploration and evaluation expenditures. The accounting treatment of these expenditures (whether as capital or expense) can have a significant impact on the financial report. This is particularly relevant as this consolidated entity is in an exploration stage with no production activities. As such it is necessary to assess whether the facts and circumstances existed to suggest that these expenditures were properly capitalised in accordance with accounting standard.

We reviewed the consolidated entity’s accounting policy specifying which expenditures are recognised as exploration and evaluation assets and its consistent application of the policy. We tested a sample of capitalised expenditures to ensure that these expenditures are associated with finding specific mineral resources

We obtained evidence that the rights to tenure of the area of interest are current and that the consolidated entity has valid rights to explore in the areas represented by the capitalised exploration and evaluation expenditures by reviewing supporting documents of a sample of the consolidated entity’s tenement holdings

We evaluated whether the exploration and evaluation expenditures are expected to be recouped, either through successful development and exploitation or through sale

We enquired with management and evaluated whether exploration and evaluation activities in the area of interest have not at the end of the reporting period reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

We enquired with those charged with governance whether they monitor that these expenses are capitalised as per AASB6

We have obtained sufficient appropriate audit evidence with regards to the capitalised amount as disclosed in the note to financial statements.

We also considered the appropriateness of the related disclosure in Notes 1, 2 and 10 to the financial statements.

Assessment of Carrying Value of Exploration and Evaluation Assets

We focus on the assessment of the carrying value of the exploration and evaluation asset as this represents a significant asset of the consolidated entity. We need to assess whether the facts and circumstances existed to suggest that the carrying value of this

We ensured the consolidated entity has tested at the level of area of interest where the following indicators are present: (a) the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near

asset may exceed its recoverable amount. Significant judgement is involved in considering if there was impairment indicator and estimating the value of the asset and the potential material impact on the financial report.

As part of their annual impairment review management prepared a list of all its exploration and evaluation assets and reviewed these against their list of impairment indicators. Where impairment indicators existed, management performed an impairment review in accordance with AASB 6 Impairment of Exploration and Evaluation Assets. No Asset was written off during this year in respect of areas of exploration in the exploration and evaluation assets.

future, and is not expected to be renewed; (b) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned (c) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; (d) sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

We enquired with management and reviewed budgets to ensure that substantive expenditure on further exploration for and evaluation of the mineral resources in the consolidated entity’s areas of interest were planned.

We enquired with management, reviewed announcements made and reviewed minutes of the directors’ meetings to ensure that the consolidated entity had not decided to discontinue activities in any of its areas of interest. We noted the consolidated entity had decided to discontinue activities in respect of a number of areas of exploration. We evaluated management’s assessment of impairment indicators including the conclusion reached. We also considered the appropriateness of the related disclosure in Notes 1, 2 and 11 to the financial statements.

Emphasis of Matter – Material uncertainty related to going concern

These financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business. As disclosed in the financial statements, the consolidated entity incurred a loss of $2,244,474 and had operating cash outflows of $1,905,775.

These events and conditions indicate a material uncertainty which may cast significant doubt as to whether the consolidated entity will continue as a going concern and therefore whether it will realise assets and discharge liabilities in the normal course of business and at the amounts shown in the financial report.

The directors have reviewed the cash flow forecast for the next 12 months from the date of signing this financial report, and assessed that there are reasonable grounds to believe the consolidated entity will be able to continue as a going concern due to the following factors:

• At the date of signing the company had 80,228,205 options over ordinary shares with an exercise price of $0.25 and the current share price is $0.028. If all options were exercised the company would raise $2,005,700 before costs;

• The board expects production to begin on the Yerbas Beunas tenements during the first quarter of 2022. It is expected the consolidated entity's Chilean operations will provide positive net cash flows from this stage; and

• The company has a proven track record of being able to raise funding via both debt and equity as needed.

Accordingly, the directors believe consolidated entity will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.

The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary should the consolidated entity not continue as a going concern.

Our opinion is unmodified in this regard.

Responsibilities of the directors for the financial report

The directors of the consolidated entity are responsible for the preparation of the financial report that gives a true and fair view and have determined that the basis of preparation described in Note 1 to the financial report is appropriate to meet the requirements of the Corporations Act 2001 and is appropriate to meet the needs of the members. The directors’ responsibility also includes 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 the basis of preparation, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards.

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

Auditor’s Responsibilities for the audit of the financial report

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

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

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 5 to 9 of the directors’ report for the financial year ended 30 June 2021.

In our opinion the Remuneration Report of Freehill Mining Limited for the financial year ended 30 June 2021, complies with section 300A of the Corporations Act 2001 .

Responsibilities

The directors of the consolidated entity 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.

==> picture [63 x 47] intentionally omitted <==

George Georgiou FCA Managing Partner Connect National Audit Pty Ltd ASIC Authorised Audit Company No.: 521888 Melbourne, Victoria Date: 28 September 2021

Freehill Mining Limited Shareholder information 30 June 2021

The shareholder information set out below was applicable as at 13 September 2021

Distribution of equitable securities

Analysis of number of equitable security holders by size of holding:

1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Ordinary shares
% of total
Number
shares
of holders
issued
788
0.01
82
0.01
205
0.12
629
1.70
794
98.16
Ordinary shares
% of total
Number
shares
of holders
issued
788
0.01
82
0.01
205
0.12
629
1.70
794
98.16
Options over ordinary
shares
% of total
Number
shares
of holders
issued
-
-
-
-
1
0.01
23
1.48
67
98.51
91
100.00
170
0.68
Options over ordinary
shares
% of total
Number
shares
of holders
issued
-
-
-
-
1
0.01
23
1.48
67
98.51
91
100.00
170
0.68
2,498 100.00 91 100.00
1,186 0.22 170 0.68

Equity security holders

Twenty largest quoted equity security holders

The names of the twenty largest security holders of quoted equity securities are listed below:

SAMUEL WILLIAM DUDDY
DG FREEHOLD PTY LTD (DG FREEHOLD A/C)
J M ROSS SUPER PTY LTD (J M ROSS SUPER FUND A/C)
CAM NOMINEES PTY LTD (CAM NOMINEES SUPER FUND A/C)
PELICAN INVESTMENTS FAMILY A/C
R & A MANGION PTY LTD (STEGMAN SMSF A/C)
MR LEO ILIAS RADIOTIS (L A RADIOTIS FAMILY A/C)
PINNACLE EQUITIES PTY LTD
GEORGE THEONAS
HRM PARTNERS PTY LTD (L&P SUPERFUND A/C)
PAW SUPER PTY LTD (PAW SUPER FUND A/C)
RMVIC PTY LTD (RMVIC S/F A/C)
NAFRA PTY LTD
MR RINO DI GIANTOMASSO
MR PETER BROUWER & MS TANIA BROUWER (P&T BROUWER SMSF A/C)
SIGNAL SUPERANNUATION PTY LTD (SIGNAL SUPER FUND A/C)
WATO HOLDINGS PTY LTD (GRILLO DISCRETIONARY A/C)
M D ZIMBLER PTY LTD (MICHAEL ZIMBLER SMSF A/C)
MR MATTHEW KENDON STRAHLEY & MRS EMILY ANNE STRAHLEY (MK & EA
STRAHLEY FAMILY A/C)
MR JOHN MAVRIAS (MAVRIAS FAMILY A/C)
Ordinary shares
% of total
shares
Number held
issued
216,837,947
13.08
93,570,265
5.65
86,448,485
5.22
78,798,067
4.75
44,814,063
2.70
35,407,449
2.14
29,718,784
1.79
28,950,000
1.75
27,799,270
1.68
23,130,121
1.40
20,900,299
1.26
20,880,972
1.26
19,933,333
1.20
19,000,000
1.15
16,031,520
0.97
15,323,130
0.92
13,349,650
0.81
12,459,090
0.75
11,958,636
0.72
10,817,189
0.65
826,128,270
49.85
Ordinary shares
% of total
shares
Number held
issued
216,837,947
13.08
93,570,265
5.65
86,448,485
5.22
78,798,067
4.75
44,814,063
2.70
35,407,449
2.14
29,718,784
1.79
28,950,000
1.75
27,799,270
1.68
23,130,121
1.40
20,900,299
1.26
20,880,972
1.26
19,933,333
1.20
19,000,000
1.15
16,031,520
0.97
15,323,130
0.92
13,349,650
0.81
12,459,090
0.75
11,958,636
0.72
10,817,189
0.65
826,128,270
49.85
826,128,270 49.85

50

Freehill Mining Limited Shareholder information 30 June 2021

SAMUEL WILLIAM DUDDY
CAM NOMINEES PTY LTD (CAM NOMINEES SUPER FUND A/C)
MR SIMON WILLIAM TRITTON (INVESTMENT A/C)
MR MATTHEW KENDON STRAHLEY & MRS EMILY ANNE STRAHLEY MK & EA
(STRAHLEY FAMILY A/C)
GEORGE THEONAS
SEMZJ INVESTMENTS PTY LTD (HALLELUYAH INVESTMENT A/C)
R & A MANGION PTY LTD (STEGMAN SMSF A/C)
MR JIA-JIAN CHEN & MRS ZHANG PING
MR GEORGE EDWARD ROBB
M D ZIMBLER PTY LTD (MICHAEL ZIMBLER SMSF A/C)
DR ANTHONY JOHN CERQUI
RMVIC PTY LTD (RMVIC S/F A/C)
J & C DUDDY SUPER FUND PTY LTD(J&C DUDDY S/F A/C)
SIERRA WINDS PTY LTD
MR HAYDEN JAMES MOFFATT
J & C DUDDY S/F PTY LTD
MRS TANIA LESLEY WATT & MR RODNEY JOHN WATT
MR ANTHONY VIGLIETTI
MR GRAHAM WINSTONE & MS JANETTE JONES (THE GRAHAM WINSTONE S/F A/C)
MR DANIEL BURMAS & MRS LUCY BURMAS
Options over ordinary
shares
% of total
options
Number held
issued
8,000,000
9.99
8,000,000
9.99
7,954,545
9.93
5,781,818
7.22
5,000,000
6.24
3,000,000
3.75
2,727,272
3.41
2,095,956
2.62
2,000,000
2.50
1,818,181
2.27
1,793,636
2.24
1,734,715
2.17
1,533,000
1.91
1,500,000
1.87
1,393,866
1.74
1,363,636
1.70
1,217,119
1.52
1,177,618
1.47
1,138,000
1.42
1,136,364
1.42
60,365,726
75.38
Options over ordinary
shares
% of total
options
Number held
issued
8,000,000
9.99
8,000,000
9.99
7,954,545
9.93
5,781,818
7.22
5,000,000
6.24
3,000,000
3.75
2,727,272
3.41
2,095,956
2.62
2,000,000
2.50
1,818,181
2.27
1,793,636
2.24
1,734,715
2.17
1,533,000
1.91
1,500,000
1.87
1,393,866
1.74
1,363,636
1.70
1,217,119
1.52
1,177,618
1.47
1,138,000
1.42
1,136,364
1.42
60,365,726
75.38
60,365,726 75.38

Unquoted equity securities

There are 30,000,000 unlisted options over shares and 6,000,000 performance rights currently on issue.

Substantial holders

Substantial holders in the company are set out below:

Ordinary shares Ordinary shares
% of total
shares
Number held issued
SAMUEL DUDDY 216,837,947 13.08
DG FREEHOLD PTY LTD (DG FREEHOLD A/C) 93,570,265 5.65
Options over ordinary
shares
% of total
options
Number held issued
SAMUEL WILLIAM DUDDY 8,000,000 9.99
CAM NOMINEES PTY LTD (CAM NOMINEES SUPER FUND A/C) 8,000,000 9.99
MR SIMON WILLIAM TRITTON (INVESTMENT A/C) 7,954,545 9.93
MR MATTHEW KENDON STRAHLEY & MRS EMILY ANNE STRAHLEY MK & EA
(STRAHLEY FAMILY A/C) 5,781,818 7.22
GEORGE THEONAS
5,000,000 6.24

51

Freehill Mining Limited Shareholder information 30 June 2021

Voting rights

The voting rights attached to ordinary shares are set out below:

Ordinary shares

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Options

Option holders do not have voting rights.

Tenements

Interest
Description Tenement number owned %
YERBAS BUENAS 1-16 04102-2723-1 100.00
ARENAS III 1 to 15 04102-2714-2 100.00
ARENAS IV 1 to 10 04102-2715-0 100.00
ARENAS VI 1 to 20 04102-2755-K 100.00
ARENAS X 1 to 18 04102-2937-4 100.00
ARENAS XI 1 to 20 04102-3522-6 100.00
EL DORADO I to 10 04102-3669-9 100.00
EL DORADO II 1 to 10 04102-3670-2 100.00
EL DORADO III 1 to 10 04102-3671-0 100.00
EL DORADO IV 1 to 10 04102-3672-9 100.00
EL DORADO V 1 to 10 04102-3673-7 100.00
EL DORADO VI 1 to 10 04102-3674-5 100.00
EL DORADO VII 1 to 7 04102-3675-3 100.00
EL DORADO VIII 1 to 10
04102-3676-1 100.00

52