Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

HIGH PEAK ROYALTIES LIMITED Annual Report 2021

Sep 29, 2021

65070_rns_2021-09-29_dd3858d1-ae45-4473-9559-b845131422dd.pdf

Annual Report

Open in viewer

Opens in your device viewer

==> picture [275 x 86] intentionally omitted <==

HIGH PEAK ROYALTIES LIMITED

ABN: 79 118 065 704

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2021

1

Corporate Directory

High Peak Royalties Limited

ABN: 79 118 065 704

Chairman

Geoffrey King (Interim Deputy Chairman)

Directors

Geoffrey King (Non-Executive Director) Andrew Carroll (Non-Executive Director) David Croll (Non-Executive Director) James Knowles (Non-Executive Director) Anthony Wooles (Non-Executive Director)

Share Registry

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

Website

http://www.highpeak.com.au

Auditors

Chief Financial Officer

Jarrod White

Company Secretary

RSM Australia Partners Level 13, 60 Castlereagh Street Sydney NSW 2000

Bankers

Jarrod White

Registered Office

C/- Traverse Accountants Pty Ltd Suite 305, Level 3 35 Lime Street SYDNEY NSW 2000, AUSTRALIA

Principal Place of Business

C/- Traverse Accountants Pty Ltd Suite 305, Level 3 35 Lime Street SYDNEY NSW 2000, AUSTRALIA

Securities Quoted

Australian Securities Exchange Ltd (ASX) Code: HPR

Westpac Banking Corporation 109 St Georges Terrace PERTH WA 6000, AUSTRALIA

National Australia Bank 345 George Street SYDNEY NSW 2000, AUSTRALIA

Macquarie Bank Limited 1 Martin Place SYDNEY NSW 2000, AUSTRALIA

High Peak Royalties Limited Group Structure

High Peak Royalties Limited (ACN 118 065 704) has the following subsidiaries:

  • Phoenix Oil and Gas Limited

  • Oil and Gas Royalties Pty Ltd

  • Torrens Energy (SA) Pty Ltd

  • HPR USA Inc.

  • Planet Gas USA Inc.

HIGH PEAK ROYALTIES LIMITED CONTENTS

Page
Directors’ Report 2
Auditor’s Independence Declaration 11
Consolidated Statement of Profit or Loss and Other Comprehensive Income 12
Consolidated Statement of Financial Position 13
Consolidated Statement of Changes in Equity 14
Consolidated Statement of Cash Flows 15
Notes to the Financial Statements 16
Directors’ Declaration 40
Independent Auditor’s Report 41
Corporate Governance Statement 44
ASX Additional Information 49

1

HIGH PEAK ROYALTIES LIMITED DIRECTORS’ REPORT

The Directors of High Peak Royalties Limited (“HPR/the Company”) and its subsidiaries (“the Group”) present the annual financial report for the financial year ended 30 June 2021, and the independent audit report thereon.

DIRECTORS

The names and details of the Directors of the Company in office during the financial year and until the date of this report are set out below. Directors have been in office for the entire period unless otherwise stated.

Geoffrey King Interim Chairman, Non-Executive Director Andrew Carroll Non-Executive Director, resigned as Chairman on 18 August 2021 Anthony Wooles Non-Executive Director David Croll Non-Executive Director, appointed 30 August 2021 James Knowles Non-Executive Director, appointed 30 August 2021

Chief Financial Officer

Jarrod White

Company Secretary

Jarrod White Philip Leighfield (Resigned 18 June 2021)

BOARD OF DIRECTORS

Mr G.J. King BA, LLB

Interim Chairman, Non-Executive Director

Mr King is a lawyer with over 40 years international oil and gas experience. Mr King began his career with the Australian Government and then Esso Australia as Area Legal Counsel based in Sale, Victoria, responsible for the Bass Strait development legal group. Mr King then served Ampolex as General Counsel and a member of the Executive Committee.

Commencing in 1997, Mr King operated a specialist energy law firm advising private international clients primarily in Papua New Guinea and Singapore and advised the PNG Government on large-scale oil and gas and mining development projects and assisted in the preparation of relevant legislation and legal advice.

Mr King retires from the Board as from the Annual General Meeting of the Company 2021 having reached the retirement age specified in the Company’s Constitution.

Directorships of listed companies now and in the last 3 years

None.

Special duties

Mr King serves as the Company’s Non-Executive Interim Chairman.

Mr A.R. Carroll BA, MA Non-Executive Director

Mr Carroll is an engineer and original co-founder of Phoenix Oil and Gas Limited. He has over 35 years of international oil and gas experience having originally trained with BP and then having held a wide range of board, senior management and consultancy roles with a number of oil and gas companies including Dome Petroleum / Amoco Canada, Ampolex and InterOil.

Mr Carroll has also been a member of the Society of Petroleum Engineers for over 30 years.

Directorships of listed companies now and in the last 3 years

Mr Carroll is currently Non-Executive Director of AIM listed Mosman Oil and Gas Limited (AIM:MSMN).

Special duties

Mr Carroll has no special duties.

2

HIGH PEAK ROYALTIES LIMITED DIRECTORS’ REPORT (CONTINUED)

Mr A. Wooles B Com, Dip App Finance, MBA (Wharton), FAICD, SA Fin Non-Executive Director

Mr Wooles is a highly qualified and successful professional who has held executive and advisory roles with leading private and public companies. He also has extensive knowledge of financial and capital markets. In his advisory capacity Mr Wooles has worked closely with companies including BHP Minerals; Coles Myer; Telstra; Coca-Cola Amatil; FAL and Western Power.

His professional qualifications include: a Bachelor of Commerce (Economics) from Deakin University, a Graduate Diploma of Securities Analysis from the Securities Institute of Australia and an MBA (Finance) from the Wharton School of the University of Pennsylvania. He brings significant experience and knowledge in both the corporate finance and energy sectors.

Directorships of listed companies now and in the last 3 years

Mr Wooles was appointed as Non-Executive Chairman of ASX listed Company Imdex Limited (ASX: IMD) on 1 July 2016.

Special duties

Mr Wooles has no special duties.

Mr D.C. Croll B Arts

Non-Executive Director

Mr David Charles Croll is currently the Managing Director and Founder of Noontide Investments Limited – an investment management company based in Sydney specialising in undervalued small cap stocks David is currently a director of Providence Wealth Advisory Group – an independent wealth manager providing advice to high-net-worth families.

Directorships of listed companies now and in the last 3 years

Royalco Limited (ASX.RCO)

Special duties

Mr Croll has no special duties.

Mr J.B. Knowles BSc (Syd), AusIMM (Member) Non-Executive Director

Mr James Brett Knowles is currently the Director and Principal Geologist of Measured Group Pty Ltd – an independent company which provides reporting, advice and technical geological services. James has over 23 years’ experience in management and consulting roles including at McElroy Bryan Geological Services Pty Ltd, Excel Coal Limited, BHP Billiton, and Peabody Energy Australia where James was Director of Geology and Resources

Directorships of listed companies now and in the last 3 years

None.

Special duties

Mr Knowles has no special duties.

DIRECTORS INTERESTS

As at the date of this report, the interests (directly or indirectly held) of the Directors in the shares and options of the Company were:

Director Ordinary Shares Options over Ordinary Shares
AnthonyWooles 20,500,000 -
GeoffreyKing 1,806,249 -
AndyCarroll 9,829,379 -
David Croll 59,582,189* -
James Knowles 660,124** -

*Indirectly through J P Morgan Nominees Australia Pty Limited, of which Mr Croll is a controller and beneficiary of this holding;

** Indirect holding held through participation in Noontide’s interest,,shares are an equivalent holding through that participation.

3

HIGH PEAK ROYALTIES LIMITED DIRECTORS’ REPORT (CONTINUED)

REMUNERATION REPORT (AUDITED)

This report details the nature and amount of remuneration paid to each Director of the Company and Key Management Personnel for the financial year ended 30 June 2021. The information provided in this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.

Key Management Personnel to 30 June 2021

(i) Directors

Andrew Carroll Non-Executive Chairman Geoffrey King Deputy Chairman, Non-executive Director Anthony Wooles Non-Executive Director

(ii) Executives Chief Financial Officer

Jarrod White

Company Secretary

Jarrod White

Remuneration Policy

The remuneration policy is designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas that affect the financial results. The Board believes the remuneration policy is appropriate and effective in its ability to attract and retain the best executives and directors to the Company, as well as create goal congruence between directors, executives and shareholders.

Policy for determining the nature and amount of remuneration for directors and senior executives is as follows:

  • Terms and conditions for the Chairman are set by the Board after seeking professional advice from independent external consultants where necessary.

  • The Board reviews the remuneration annually by reference to Company performance, executive performance and comparable information from industry sectors.

The performance of executives is measured against criteria agreed with each executive on a contractual basis and bonuses and incentives are based on commercial and deliverable objectives agreed by the remuneration committee. The Board exercises its discretion in relation to incentives, bonuses and options. At the date of this report the company does not have an executive.

Directors and executives receive the statutory superannuation guarantee contribution currently required by the government. They do not receive any other retirement benefits and retire by rotation. Some individuals have chosen some level of salary sacrifice to increase superannuation contributions.

Shares given to directors and executives are valued as the difference between market price and the amount paid by the recipient. Options are valued using the Black-Scholes methodology.

Board policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The Board determines payments to non-executive directors and reviews the remuneration annually, based on market price, duties and accountability. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by Shareholders at a General Meeting. Fees for non-executive directors are not linked to the performance of the Company. To align directors’ interests with shareholder interests, directors are encouraged to hold shares in the Company and are able to participate in company option plans. The Board does not have a policy in relation to the limiting of risk to directors and executives in relation to the shares and options provided.

4

HIGH PEAK ROYALTIES LIMITED DIRECTORS’ REPORT (CONTINUED)

REMUNERATION REPORT (AUDITED)

Employment Contracts

Remuneration and other terms of employment for the following Key Management Personnel are set out below:

Andrew Carroll , Non-executive Chairman

  • Term of agreement – commencing 1 May 2014 and subject to re-election as required by the Company’s constitution;

  • Cessation date:

    • the third anniversary of the date of election; and

    • the end of the third annual general meeting of the Company after election; unless

    • re-elected as a Director by Shareholders or appointment terminated earlier in accordance with the constitution or the Corporations Act 2001 (Cth);

  • Annual director fees

  • $65,000 p.a. inclusive of superannuation with no termination benefits;

  • An additional fee of $30,000 to take into account additional responsibilities and time working on Company projects.

Geoffrey King , Deputy Chairman, Non-executive Director

  • Term of agreement – commencing 1 May 2014 and subject to re-election as required by the Company’s constitution;

  • Cessation date:

  • the third anniversary of the date of election; and

  • the end of the third annual general meeting of the Company after election; unless

  • re-elected as a Director by Shareholders or appointment terminated earlier in accordance with the constitution or the Corporations Act 2001 (Cth);

  • Annual director fees

  • $50,000 p.a. inclusive of superannuation with no termination benefits.

Anthony Wooles , Non-executive Director

  • Term of agreement – commencing 27 February 2012 and subject to re-election as required by the Company’s constitution.

  • Cessation date:

    • the third anniversary of the date of election; and

    • the end of the third annual general meeting of the Company after election; unless

    • re-elected as a Director by Shareholders or appointment terminated earlier in accordance with the constitution or the Corporations Act 2001 (Cth);

  • Annual director fees:

    • $50,000 p.a. inclusive of superannuation with no termination benefits;

    • Throughout the year the Board agreed an additional fee of $15,000 to take into account additional responsibilities and time working on Company projects.

Company Performance, Shareholder Wealth and Director and Executive Remuneration

The Remuneration policy is tailored to enhance goal congruence between shareholders, directors and executives. Options are issued to all directors to encourage the alignment of personal and shareholder interests. Remuneration levels are not dependent upon performance criteria as the nature of the Company’s operations are exploration and are not generating profits. No historical performance criteria has been provided.

Remuneration Committee

Due to the size of the company the Board resolved to operate the function of the remuneration committee as a whole. All issues of remuneration and performance management are dealt with by the Board as a whole. This policy will be revisited should the management team or executive of the company materially change.

5

HIGH PEAK ROYALTIES LIMITED DIRECTORS’ REPORT (CONTINUED)

REMUNERATION REPORT (AUDITED)

Key Management Personnel Remuneration Policy

Board policy for determining remuneration of key personnel is as follows:

Compensation is based on length of service, experience and speciality of the individual concerned, and overall performance of the Company. Contracts for service between the Company and key personnel are on a continuing basis, the terms of which are not expected to change in the immediate future. There is no scheme to provide retirement benefits, other than statutory superannuation.

Employment conditions of key personnel are formalised in contracts of employment. The Company may terminate an employment contract without cause by providing three months written notice or making payment in lieu of notice, based on salary. Termination payments are generally not payable on resignation or dismissal for serious misconduct. In the case of serious misconduct, the Company can terminate employment at any time. Share options not exercised before or on the date of termination will lapse. Fixed and variable compensations for key management personnel are shown as follows:

Key Management Personnel Compensation

2021 Short-term benefits Post-employment
benefits
Name Cash salary and Consulting and Superannuation Total
fees other fees
Directors $ $ $ $
Mr A.R. Carroll 95,000 695 - 95,695
Mr G.J. King 45,660 - 4,338 49,998
Mr A. Wooles 65,000 2,943 - 67,943
Subtotal 205,660 3,638 4,338 213,636
Key Management
Mr J. T. White - 54,000 - 54,000
Total 205,660 57,638 4,338 267,636
2020 Short-term benefits Post-employment
benefits
Name Cash salary and Consulting and Superannuation Total
fees other fees
Directors $ $ $ $
Mr A.R. Carroll 95,000 75 - 95,075
Mr G.J. King 45,660 547 4,338 50,545
Mr A. Wooles 65,000 12,709 - 77,709
Subtotal 205,660 13,331 4,338 223,329
Key Management
Mr J. T. White - 55,984 - 55,984
Total 205,660 69,315 4,338 279,313

Short term non-monetary benefits: during the year the Company paid insurance premiums in respect of a contract to insure the Directors, Company Secretary and all executive officers of the Company and of any related body corporates against liability incurred as a director, secretary or executive officer. Total premiums paid in respect of insurance were $31,500 (2020: $11,948).

Loans to Key Management Personnel

There were no loans to or from KMP throughout the year.

6

HIGH PEAK ROYALTIES LIMITED DIRECTORS’ REPORT (CONTINUED)

REMUNERATION REPORT (AUDITED)

Key Management Personnel Compensation (continued)

Options Granted as Remuneration

There were no share-based payments made to directors or senior management during the current financial year (2020: $NIL).

Shareholding Movements

Details of shareholding movements in the Company throughout the year by the directors or senior management are set out below:

Held
Directors
Mr A.R. Carroll
Direct/Indirect
Mr G.J. King
Direct/Indirect
Mr A. Wooles
Direct/Indirect
Total
Balance at
01/07/2020
Acquired
Disposed
Balance at
30/06/2021
No.
No.
No.
No.
9,829,379
-
-
9,829,379
1,806,249
-
-
1,806,249
20,500,000
-
-
20,500,000
32,135,628
-
-
32,135,628

[END OF REMUNERATION REPORT]

7

HIGH PEAK ROYALTIES LIMITED DIRECTORS’ REPORT (CONTINUED)

Meetings of Directors

During the financial year, twelve meetings of directors (including committees of directors) were held. Attendances by each director during the year were as follows:

**Directors Meetings ** **Directors Meetings **
Directors Number
Eligible to
attend
Number
Attended
AndyCarroll 12 12
GeoffreyKing 12 12
AnthonyWooles 12 12

Indemnifying Directors and Officers

The Company has entered into an agreement to indemnify all Directors and officers against any liability arising from a claim brought by a third party against the Company. The Company has paid premiums to insure each director and officer against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the Company, other than conduct involving a wilful breach of duty in relation to the Company.

OPERATING AND FINANCIAL REVIEW

Principal Activities

The Company continually seeks and reviews growth opportunities including the acquisition of additional royalties.

The Company has royalties over 20 oil and gas permits in Australia over 2,000 wells in the USA and is the operator of four geothermal permit interests. In the FY21 period 5 royalties were generating income for the Company with some royalties on exploration permits expected to provide income in due course (subject to discovery and development) with the potential for additional revenue from development resulting in increased production on existing areas.

Results from Operations

The total loss after providing for income tax for the year ended 30 June 2021 amounted to $1,296,836 (2020: 1,133,402).

Performance Throughout the Year

The revenue of non-operated royalty income continued throughout the year at $442,461 (2020: $603,703).

The company ended the financial year with a cash balance of $761,794 (2020: $1,843,070).

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

There were no significant changes in the state of affairs of the Company during the financial year,

Employees

The Company has no employees as at the date of this report.

Corporate Structure

High Peak Royalties Limited is a public company incorporated and domiciled in Australia, limited by shares. At the date of this report the Company had 188,956,399 ordinary shares and NIL options on issue.

8

HIGH PEAK ROYALTIES LIMITED DIRECTORS’ REPORT (CONTINUED)

REVIEW OF OPERATIONS

Royalties

High Peak continued to manage the diverse portfolio of royalty interests which includes the following:

Permit / Location Royalty Interest(%) Operated By
PL 171 and ATP 574P 2.50 Queensland Gas/BG Group/
Shell
ATP 299P
Petroleum Leases: PL29, PL38, PL39, PL52, PL57,
PL95, PL169, PL170, PL293, PL294, PL295 and
PL298
3.6/4.0 Santos
Peat Gas Field(PL101) 2.13 Origin Energy
Surprise Oil Field(PL6) 1.00 Central Petroleum
Longtom Gas Field(VIC/L29) 0.30 Seven GroupHoldings
WA-90-R / WA-91-R (formerly WA-315-P) Poseidon
Field
0.10 Santos
EP(A)111, EP115, EP(A)120 and EP(A)124 1.00 Central Petroleum
EP112, EP115NM and EP125 1.00 Santos
WA-482-P 0.20 Santos
EP(A)155 2.00 Mosman Oil and Gas
Planet Gas USA Inc. Royalties 3.00 EmpireEnergy
United States (East Texas, Permian and Texas Gulf
Coast Basins)
0.20 to 0.40 Sabine Oil and Gas, Pioneer
Natural Resources and Wagner
OilCompany
United States (East Texas) 1.00 Silver Tusk and New Century
Operating

Geothermal Permits

100% Owned Geothermal Permits (SA GELs 571, 572, 573 and 574)

High Peak holds four geothermal energy licences in South Australia. During the year ended 30 June 2015 the Company fully impaired its geothermal assets.

Financial Assets

The Company retained its shares in Fitzroy River Corporation Limited (ASX: FZR).

AFTER BALANCE DATE EVENTS

  • During July 2021 the Company settled $400,000 in royalty acquisitions to complete the acquisition of the Admiral Bay ($100,000) and ScimTek ($300,000) acquisitions as announced during the 2021 year;

  • On 30 August 2021, Mr David Croll and James Knowles were appointed as Non-Executive Directors;

  • On 27 September 2021 the Company announced completion of a $800,000 placement to sophisticated and professional investors at $0.04 being the issuance of 20,000,000 shares. Director participation in the placement was a total of 2,750,000 shares in return for commitments of $110,000 in placement proceeds. Participation by Directors requires shareholder approval under ASX Listing Rule 10.11 and as such would be put to shareholders at the next shareholder meeting, anticipated to be the 2021 Annual General Meeting.

There were no other significant events have occurred since balance sheet date.

9

HIGH PEAK ROYALTIES LIMITED

DIRECTORS’ REPORT (CONTINUED)

FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES

Other than as referred to in this report, further developments in the operations of the Company and expected results of those operations would, in the opinion of the Directors, be speculative and prejudicial to the interests of the Company and its shareholders.

ENVIRONMENTAL ISSUES

The Company’s operations are subject to environmental regulation under the laws of the Commonwealth and States. The Board believe that the Company has adequate systems in place for environmental management and is not aware of any breach of environmental requirements as they apply to the Company.

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. No proceedings have been brought or intervened in on behalf of the Company with the leave of the Court under Sect 237 of the Corporations Act 2001.

The Company was not a party to any such proceedings during the year.

DIVIDENDS

The Directors of the Company do not recommend the payment of a dividend in respect of the current financial year ended 30 June 2021 (2020: $NIL).

NON-AUDIT SERVICES

There were no non-audit services provided in the year under review.

AUDITORS INDEPENDENCE DECLARATION

The auditor’s independence declaration for the year ended 30 June 2021 has been received and can be found on page 11 of the Annual Report.

ROUNDING OF AMOUNTS

The company is of a kind in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding off. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest dollar.

CORPORATE GOVERNANCE

The Directors recognise the Australian Securities Exchange Corporate Governance Council’s Principles Recommendations and consider that the Company substantially complies with those guidelines. The Corporate Governance Statement and disclosures of the Company are contained on pages 48-51 of the Annual Report.

Signed in accordance with a resolution of the Board of Directors made pursuant to s298(2) of Corporations Act 2001.

On behalf of the Directors:

==> picture [159 x 41] intentionally omitted <==

Geoffrey King Interim Chairman 30 September 2021

10

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 4] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 4] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

RSM Australia Partners

Level 13, 60 Castlereagh Street Sydney NSW 2000 GPO Box 5138 Sydney NSW 2001 T +61 (0) 2 8226 4500 F +61 (0) 2 8226 4501

www.rsm.com.au

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of High Peak Royalties Ltd for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

  • (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

  • (ii) any applicable code of professional conduct in relation to the audit.

RSM AUSTRALIA PARTNERS

G N Sherwood

Partner

Sydney, NSW Dated: 30 September 2021

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036

==> picture [35 x 54] intentionally omitted <==

11

Liability limited by a scheme approved under Professional Standards Legislation

HIGH PEAK ROYALTIES LIMITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2021

Notes Year ended
30 June 2021
$
Year ended
30 June 2020
$
Revenue
Revenue
2
Other income
2
Expenses
Employee and director expenses
Due diligence and professional service expenses
3
Occupancy expenses
Finance costs
4
Exploration and evaluation expenditure
Amortisation expense
10
Impairment losses
10
Marketing expenses
Other expenses
Loss before tax
Income tax expense
7
Loss for the period
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
-
Exchange differences arising from foreign operations
-
Revaluation of available for sale investments
16
Total other comprehensive income for the period
Loss attributable to:
Members of High Peak Royalties Limited
Basic and diluted loss per share (cents per share)
27
442,461
603,703
211,640
232,061
(209,998)
(237,082)
(380,911)
(275,838)
(22,200)
(22,200)
(157,920)
(206,568)
-
(55,112)
(278,106)
(213,320)
(842,421)
(891,586)
(8,249)
(23,250)
(50,924)
(44,051)
(1,296,628)
(1,133,243)
(209)
(159)
(1,296,837)
(1,133,402)
(1,666)
-
-
(164,101)
(1,666)
(164,101)
(1,298,503)
(1,297,503)
(0.69)
(0.69)

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

12

High Peak Royalties Limited CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2021

Notes As at
30 June 2021
$
As at
30 June 2020
$
Current Assets
Cash and cash equivalents
6
Trade and other receivables
8
Total Current Assets
Non-Current Assets
Trade and other receivables
8
Other financial assets
9
Intangible assets
10
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
12
Borrowings
14
Total Current Liabilities
Non-Current Liabilities
Provisions
13
Borrowings
14
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
15
Reserves
16
Accumulated losses
17
Total Equity
761,794
1,843,070
146,424
114,190
908,218
1,957,260
149,827
148,404
463
350
9,939,193
11,002,027
10,089,483
11,150,781
10,997,701
13,108,041
92,949
150,092
332,535
364,272
425,484
514,364
-
200,000
1,662,676
2,185,633
1,662,676
2,385,633
2,088,160
2,899,997
8,909,541
10,208,044
27,726,590
27,726,590
(1,819)
(153)
(18,815,230)
(17,518,393)
8,909,541
10,208,044

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

13

HIGH PEAK ROYALTIES LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2021

Note Issued Capital
$
Accumulated
Losses
$
Reserves
$
Total
$
Balance at 1 July 2019
Issue of shares, net of costs
Loss for the year
Other comprehensive income
16
Total Comprehensive Loss
Balance at 30 June 2020
Balance at 1 July 2020
Issue of shares, net of costs
Loss for the year
Other comprehensive income
16
Total Comprehensive Loss
Balance at 30 June 2021
27,726,590
(16,384,991)
163,948
11,505,547
-
-
-
-
-
(1,133,402)
-
(1,133,402)
-
-
(164,101)
(164,101)
-
(1,133,402)
(164,101)
(1,297,503)
27,726,590
(17,518,393)
(153)
10,208,044
27,726,590
(17,518,393)
(153)
10,208,044
-
-
-
(1,296,837)
-
(1,296,837)
-
-
(1,666)
(1,666)
-
(1,296,837)
(1,666)
(1,298,503)
27,726,590
(18,815,230)
(1,819)
8,909,541

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

14

HIGH PEAK ROYALTIES LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2021

Notes Year ended
Year ended
30 June 2021
$
30 June 2020
$
Cash flows from operating activities
Receipts from royalty rights
Payments to suppliers and employees
Interest received
Interest and finance costs
Exploration expenses
Net cash used in operating activities
18
Cash flows from investing activities
Payments for royalty rights
10
Proceeds from / (payments for) financial assets
Net proceeds from sale of available for sale assets
Net cash (used in) / provided by investing activities
Cash flows from financing activities
Proceeds from issue of shares, net of costs
Repayment of borrowings
14
Net cash provided by / (used in) investing activities
Net decrease in cash and cash equivalents
Cash at beginning of financial year
Effects of exchange rate changes on cash
Cash and cash equivalents at end of the year
6
400,700
682,844
(722,924)
(675,859)
213
1,487
(150,929)
(166,566)
(4,000)
(55,112)
(476,940)
(213,206)
(249,411)
-
-
1,312,908
(3,110)
-
(252,521)
1,312,908
-
-
(332,535)
(353,988)
(332,535)
(353,988)
(1,061,996)
745,715
1,843,070
1,045,908
(19,280)
51,447
761,794
1,843,070

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

15

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements and notes represent those of High Peak Royalties Limited (“the Company”) as at 30 June 2021 and its controlled entities (the “Consolidated group” or “Group”).

Reporting Entity

High Peak Royalties Limited is a company limited by shares, incorporated and domiciled in Australia. High Peak Royalties Limited is the Group’s Ultimate Parent Company.

The financial statements were authorised for issue on 30 September 2021.

(a) 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 and judgements

Critical estimates and judgements are evaluated by the Directors and incorporated into the financial report based on historical knowledge and best available current information. These estimates assume a reasonable expectation of future events and are based on trends and economic data obtained externally and within the Group.

The preparation of financial statements in conformity with Australian Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement, complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 1(u).

Comparative information is reclassified where appropriate to enhance comparability.

(b) Basis of Consolidation

The financial statements of the subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. Supplementary information about the parent entity is disclosed in Note 29.

In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Control exists where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing when the Group controls another entity.

Unrealised gains or transactions between the Group and its associates are eliminated to the extent of the Group’s interests in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

16

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(b) Basis of Consolidation (Continued)

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised within equity attributable to owners of High Peak.

When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill) and liabilities of the subsidiary and any non-controlling interests. When assets of the subsidiary are carried at revalued amounts or fair values and the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and accumulated in equity are accounted for as if the Group had directly disposed of the relevant assets (i.e. reclassified to profit or loss or transferred directly to retained earnings as specified by applicable Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 139 ‘Financial Instruments: Recognition and Measurement’ or, when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity.

(c) 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.

(d) Exploration and Development Expenditure

Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

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

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

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

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on a discounted basis.

An area of interest refers to an individual geological area whereby the presence of a mineral deposit or an oil or natural gas field is considered favourable or has been proved to exist. It is common for an area of interest to contract in size progressively, as exploration and evaluation lead towards the identification of a mineral deposit or an oil or natural gas field, which may prove to contain economically recoverable reserves. When this happens during the exploration for and evaluation of mineral resources, exploration and evaluation expenditures are still included in the cost of the exploration and evaluation asset notwithstanding that the size of the area of interest may contract as the exploration and evaluation operations progress. In most cases, an area of interest will comprise a single mine or deposit or a separate oil or gas field.

17

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(e) Intangible Assets

Intangible assets acquired separately

Intangible assets acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised using the units of production method or straight-line basis. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

(f) Investments and Other Financial Assets

Investments and other financial assets, other than investments in associates, 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.

Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the company 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 fair value through profit or loss

Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.

Financial assets at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income include equity investments which the company intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.

Impairment of financial assets

The company 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 company'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.

For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss allowance reduces the asset's carrying value with a corresponding expense through profit or loss.

18

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(g) Impairment of Non-Financial Assets

Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.

Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

(h) Foreign Currency Transactions and Balances

Functional and presentation currency

The functional currency of the entity is the currency of the primary economic environment in which that entity operates. The financial statements are presented in Australian Dollars (AUD) which is the entity’s functional and presentation currency.

Transactions and balances

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

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

(i)

Employee Benefits

Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to balance date. Short term employee benefits have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Long term employee benefits have been measured at the present value of the estimated future cash outflows to be made for those benefits.

Defined superannuation contribution schemes

The Directors and Executives receive a superannuation guarantee contribution required by the government, which throughout the year was 9.5%, and do not receive any other retirement benefits.

Equity-settled compensation

The entity may use share-based compensation to remunerate employees. The bonus element over the exercise price of the employee services rendered in exchange for the grant of shares and options is recognised as an expense in the profit and loss component of the statement of comprehensive income. The total amount to be expensed over the vesting period is determined by reference to the grant date fair value of the shares or the options granted.

(j) Trade and Other Receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

19

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(k) Trade and Other Payables

Liabilities for creditors and other amounts are carried at amortised cost, which is the present value of the consideration to be paid in the future for goods and services received, whether or not billed to the Company. The carrying period is dictated by market conditions but is generally less than 30 days.

(l) Provisions

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

(m) Cash and Cash Equivalents

Cash and cash equivalents include cash on-hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of 3 months or less.

(n) 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.

(o) 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

(p) Revenue

Royalty revenue

Revenue from royalties is recognised in the period of production of the underlying oil or gas being produced. Royalty agreements that are based on production, sales, and other measures are recognised by reference to the underlying arrangements.

Interest revenue

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.

Sale of goods

Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is generally at the time of delivery.

20

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Rendering of services

Revenue from a contract to provide services is recognised over time as the services are rendered based on either a fixed price or an hourly rate

All revenue is stated net of the amount of goods and services tax (GST).

(q) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

The net amount of GST recoverable from, or payable to, the ATO is included as part of receivables or payables.

(r) Leases

The company has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

(s) 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 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 apply 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 each reporting date. Deferred tax assets recognised are reduced to the extent that 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 iti is probable that there are future taxable profits available to the recover the asset.

(t) Share-Based Payments

Equity-settled share-based payments with employees and others providing similar services are measured at fair value of the equity instrument at the grant date. Fair value is measured by use of the Black-Scholes model.

21

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(u) New and Amended Standards 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 company for the annual reporting period ended 30 June 2020. The company's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the company, are set out below.

Conceptual Framework for Financial Reporting (Conceptual Framework)

The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 July 2021 and early adoption is permitted. The Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting Standards. Where the company has relied on the existing framework in determining its accounting policies for transactions, events or conditions that are not otherwise dealt with under the Australian Accounting Standards, the company may need to review such policies under the revised framework. At this time, the application of the Conceptual Framework is not expected to have a material impact on the company's financial statements.

(v) Critical Accounting Estimates and Judgements

The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the entity.

Key Estimates and Judgements

Impairment

The entity assesses impairment at each reporting date by evaluating conditions specific to the entity that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-inuse calculations performed in assessing recoverable amounts incorporate a number of key estimates.

Recoverability of exploration and evaluation costs (Key Judgement)

The Company assesses the recoverability of the carrying value of capitalised exploration and evaluation costs at each reporting date (or at closer intervals should the need arise). In completing this assessment, regard is had to the Company’s intentions with regard to proposed future exploration and development plans for individual exploration areas, to the success or otherwise of activities undertaken in individual areas in recent times, to the likely success of future planned exploration activities, and to any potential plans for divestment of individual areas. Any required adjustments to the carrying value of capitalised exploration are completed based on the results of this assessment. Management have exercised their judgement in determining that the exploration assets in Note 11 remain impaired.

Intangible Assets – royalty interests in exploration permits (Key Judgement)

Intangible assets acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. The portfolio in relation to its royalty interests is largely related to the exploration activities of the licenced operator. The assets are therefore treated in a similar way to exploration assets as contemplated in AASB 6 Exploration for and Evaluation of Mineral Resources. There is significant judgement required on the part of the Management and the Board in determining whether there are any impairment indicators with regards to royalty rights. To this extent they have considered the high level financial indices, the exploration activities of the underlying assets, the current market conditions, the political climate in the jurisdiction in which the assets exists, as well as numerous other factors when considering asset impairments. Management and the Board have determined that, except for WA-314-P which was fully impaired ($891,910) during the year, there were no impairment indicators for any of the other individual underlying assets, and consequently it has not been necessary to fair value any of the other intangible assets using a value-in-use model.

22

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Contingent liability – site rehabilitation costs (Key Estimate and Key Judgement)

The Company has an existing well stock of 21 wells for which it may be liable for rehabilitation costs. The company had historically provided for an estimate of $200,000 for these costs in its financial statements. Having reconsidered the position, the management team have concluded the obligation is not wholly within the control of the company and is contingent on a future event being the final inspection when the permit is relinquished. In addition, it is questionable whether the potential obligation can be measured with sufficient reliability. It is quite possible that no outflow of resources will be required to fulfill and obligations around the site rehabilitation. The original range of the estimate disclosed in the Prospectus when the company listed in 2014 was between $200,000 and $1,150,000 which was based on internal and external sources at that time. This is no longer considered reliable. It is important to note that in the event that a liability exists, the effect on the profit and loss will initially be nil due the fact that the cost to restore the site will initially be capitalised into the cost of the asset, and then re-assessed for potential impairment.

23

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

2.
REVENUE AND OTHER INCOME
Receipts from royalty rights
Total Revenue
Interest received from financial institutions
Other income
Reversal of provision for rehabilitation (Note
22)
Gain on sale of FV asset
Total Other Income
Total Income
Timing of revenue recognition
Revenue received at a point in time
Revenue received over time
Total
3.
DUE DILIGENCE AND PROFESSIONAL SERVICE FEES
Consultancy fees
Legal and due diligence fees
Accounting and auditing fees
Total
4.
FINANCE COSTS
Interest and finance charges
Total
Year ended
30 June
2021
Year ended
30 June
2020
$
$
442,461
603,703
442,461
603,703
1,636
4,116
10,004
13,328
200,000
-
-
214,617
211,640
232,061
654,101
835,764
442,461
603,703
-
-
442,461
603,703
169,063
54,068
85,863
45,310
125,985
176,460
380,911
275,838
157,920
206,568
157,920
206,568

5. SEGMENT NOTE

Management has determined the operating segments based on the reports reviewed by the Board of Directors that are used to make strategic decisions. The entity does not have any operating segments with discrete financial information.

The Group operates in one business and two geographical segments, being the acquisition of royalty and exploration interests in oil and gas assets predominantly in Australia and the USA.

Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on the performance of individual royalty rights held.

24

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

5. SEGMENT NOTE (CONTINUED)

Whilst the Company has a number of Geothermal and Oil and Gas exploration permits these are inactive assets and are considered non-core to the operations of the entity. Throughout the year there was no material movement to expenditure or capital paid on these permits and the Group considers its operations to focus solely on the operation and exploitation of proceeds from royalty rights.

Segment information

6.

2021
Revenue
Revenue from continuing operations
Total segment revenue
Segment revenue from continuing
operations
Total segment result
Net loss before tax from continuing
operations
Segment assets
Segment liabilities
2020
Revenue
Revenue from continuing operations
Total segment revenue
Segment revenue from continuing
operations
Total segment result
Net loss before tax from continuing
operations
Segment assets
Segment liabilities
CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Australia
USA
$
$
258,238
395,863
Australia
USA
$
$
258,238
395,863
Consolidated
$
654,101
258,238
395,863
654,101
654,101
(1,378,385)
81,548
(1,296,837)
7,691,810
3,305,891
66,254
2,021,906
Australia
USA
$
$
408,354
427,410
(1,296,837)
10,997,701
2,088,160
Consolidated
$
835,764
408,354
427,410
835,764
835,764
(1,125,171)
(8,231)
(1,133,402)
10,066,555
3,041,486
318,137
2,581,860
As at 30 June
2021
$
761,794
761,794
(1,133,402)
13,108,041
2,899,997
As at 30 June
2020
$
1,843,070
761,794 1,843,070

25

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

7. INCOME TAX

The expense for the year can be reconciled to the accounting profit as follows:

Loss from continuing operations
Income tax benefit calculated at 26% (2020: 27.5%)
Effect of non-deductible items
Deferred tax asset not brought to account
Income tax expense recognised in profit or loss
Year ended 30
June 2021
Year ended 30
June 2020
$
$
(1,296,627)
(1,133,242)
337,123
311,642
-
(337,332)
(311,801)
(209)
(159)

The tax rate used for the reconciliations above is the corporate tax rate of 27.5%, payable by Australian corporate entities on taxable profits under Australian tax law.

Deferred tax assets not recognised at the reporting date:
Unused tax losses for which no deferred tax asset has been
recognised
Temporary differences for which no deferred tax asset/(liability) has
been recognised:
Prepayments
Accrued expenses
Accrued income
Royalty rights
Exploration expenditure
Accumulated impairment – AFS asset
Cost of equity
4,686,118
4,908,283
(9,722)
(15,375)
6,318
23,788
(3,900)
-
400,587
328,279
-
10,504
360,913
360,913
16,026
(142)
5,456,340
5,616,250

This benefit for tax losses will only be recognised if:

  • It is probable that the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;

  • The consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation; and

  • No changes in tax legislation adversely affect the consolidated entity in realising the benefit from the deductions for the losses.

At the current stage, the Company is unable to ascertain whether the condition as set out above will eventuate and hence no deferred tax asset is recognised as a result. There are no deferred tax liabilities.

8. TRADE AND OTHER RECEIVABLES

Current
GST credits receivable
Accrued royalty revenue receivable
Other receivables
Non-current
Deposits and bonds
As at 30 June
2021
As at 30 June
2020
$
$
18,905
19,922
90,125
38,360
37,394
55,908
146,424
114,190
149,827
148,404
149,827
148,404

26

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

8. TRADE AND OTHER RECEIVABLES (CONTINUED)

The average credit period on sales of goods is 30 days. No interest is charged on outstanding trade receivables. The Group has not recognised an allowance for expected credit losses in the 2021 financial year (2020: NIL). All owances for expected credit losses are recognised against trade receivables between 60 days and 120 days bas ed on estimated recoverable amounts determined by reference to past default experience of the counterparty an d an analysis of the counterparty’s current financial position.

9. OTHER FINANCIAL ASSETS

Current
Listed share options
Non-current
Listed ordinary share – designated at fair value through other
comprehensive income
Total
Movements in Carrying Amounts
Opening balance
Revaluation increments
Sale of asset designated at fair value through other
Closing balance
As at 30 June
2021
As at 30 June
2020
$
$
-
-
463
350
463
350
350
1,252,469
113
222,637
-
(1,474,756)
463
350

In the absence of an active market for an identical asset or liability, the Group selects and uses one or more valuation techniques to measure the fair value of the asset or liability. The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured.

Fair value hierarchy

The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: Unobservable inputs for the asset or liability

Recurring Fair Value Measurement Amounts and the Level of the Fair Value Hierarchy within which the Fair Value Measurements are categorised as follows:

Measurements are categorised as follows:
Quoted Prices in Significant
Active Markets for Significant Unobservable
Identical Assets Observable Inputs Inputs
$ $ $
(Level 1) (Level 2) (Level 3)
Financial Assets-FVOCI
30 June 2021
Shares in listed corporation 463 - -
Investment in options of a listed company - - -

27

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

9. OTHER FINANCIAL ASSETS (CONTINUED)

Fair Value Measurements Using:

Quoted Prices in Quoted Prices in Significant
Active Markets for Significant Unobservable
Identical Assets Observable Inputs Inputs
$ $ $
(Level 1) (Level 2) (Level 3)
Financial Assets-FVOCI
30 June 2020
Shares in listed corporation 350 - -
Investment in options of a listed company - - -

There were no transfers between levels during the financial year.

10. INTANGIBLE ASSETS

Royalty rights
Accumulated amortisation
Foreign exchange movement on opening balance
Accumulated impairment
Movements in Carrying Amounts
Opening balance
Additions
Less
Amortisation
Foreign exchange movement on opening balance
mpairment
Closing balance
As at 30 June
2021
As at 30 June
2020
$
$
17,260,068
17,010,657
(1,887,141)
(1,609,035)
(136,522)
55,196
(5,297,212)
(4,454,791)
9,939,193
11,002,027
11,002,027
12,051,736
249,411
-
(278,106)
(213,320)
(191,718)
55,196
(842,421)
(891,585)
9,939,193
11,002,027

1 Included in the amortisation and impairment expense is $842,421 relating to WA-315-P which was surrendered by Karoon Gas. A retention license was granted on WA-315P being WA-90-R / WA-91-R over which HPR retains its original royalty interest in the event of the permit progressing to production.

Where necessary, the recoverable amount of each royalty interest above for the purposes of testing for impairment was historically determined based on value-in-use calculations. Where measurable, the value-in-use was calculated based on the present value of cash flow projections over a 10 year period or expected life of project (whichever is longer) with the period extending beyond 12 months extrapolated using an estimated growth rate. The cash flows were discounted to account for the time value of money and project variability. For other assets where projected cash flows were more difficult to measure due to their stage of development, value-in-use was based on observable inputs and market transactions or recent activity. Other than WA-315-P referred to above, management and the Board determined that there were no impairment indicators in the year under review and consequently no value-in-use modelling was done in this year.

The following key assumptions were used in the historical value-in-use calculations: • Growth Rate: expected forward production curve of underlying assets as applicable • Discount Rate: 10% • Oil Price: $62/BBL USD (2021) then 5 year forward curve • Gas Price: $3.46gj USD

28

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

10. INTANGIBLE ASSETS (CONTINUED)

Where able, management based the value-in-use calculations on budgets for each royalty interest. These budgets used production and volume-related growth rates to project revenue that was linked to the underlying proven and probable resource estimates and reserves of the underlying assets. Costs were calculated taking into account historical gross margins as well as estimated weight average inflation rates over the period. Discount rates were pre-tax and were adjusted to incorporate risks associated with a particular royalty interest. Management had estimated the production start date for royalty interests that had not yet commenced producing.

Significant intangible assets

The Group holds the following royalties over oil and gas interests:

Permit / Location Royalty Interest(%) Operated By
PL 171 and ATP 574P 2.50 Queensland Gas/BG Group/
Shell
ATP 299P
Petroleum Leases: PL29, PL38, PL39, PL52, PL57,
PL95, PL169, PL170, PL293, PL294, PL295 and
PL298
3.6/4.0 Santos
Peat Gas Field(PL101) 2.13 Origin Energy
Surprise Oil Field(PL6) 1.00 Central Petroleum
Longtom Gas Field(VIC/L29) 0.30 Seven GroupHoldings
WA-90-R / WA-91-R (formerly WA-315-P) Poseidon
Field
0.10 Santos
EP(A)111, EP115, EP(A)120 and EP(A)124 1.00 Central Petroleum
EP112, EP115NM and EP125 1.00 Santos
WA-482-P 0.20 Santos
EP(A)155 2.00 MosmanOiland Gas
Planet Gas USA Inc. Royalties 3.00 Empire Energy
United States (East Texas, Permian and Texas Gulf
Coast Basins)
0.20 to 0.40 Sabine Oil and Gas, Pioneer
Natural Resources and Wagner
Oil Company
United States (East Texas) 1.00 Silver Tusk and New Century
Operating

Amortisation of intangible assets

Amortisation is recognised under two methods:

  1. The units of production method, which is calculated based on the annual production of a royalty interest and is apportioned over its total proven and probable reserves; and

  2. The straight-line basis method, which is calculated over the estimated field life of the asset.

Impairment of intangible assets

The Group reviews its intangible assets for impairment each reporting period.

The Group has not found anything to indicate that any royalty interests are impaired for the current financial year other than WA-315-P which resulted in an impairment expense of $842,421.

29

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

11. EXPLORATION AND EVALUATION EXPENDITURE

At cost
Less impairment
Balance at start of year
Expenditure incurred during the year
Asset derecognised on sale of subsidiary
Impairment
Balance at end of year
12.
TRADE AND OTHER PAYABLES
Current
Accounts payable
Other payables
13.
OTHER LIABILITIES
Non-current
Provision for site rehabilitation
14.
BORROWINGS
Bank loan facility – current portion
Bank loan facility – non-current portion
Movements in carrying amounts
Opening balance
Additions
Less
Repayments
Impact of foreign exchange
Closing balance
As at 30 June
2021
As at 30 June
20120
$
$
2,310,699
2,310,699
(2,310,699)
(2,310,699)
-
-
-
-
-
-
-
-
-
-
-
-
As at 30 June
2021
As at 30 June
2020
$
$
49,690
27,219
43,259
122,873
92,949
150,092
As at 30 June
2021
As at 30 June
2020
-
200,000
-
200,000
As at 30 June
2021
As at 30 June
2020
$
$
332,535
364,272
1,662,676
2,185,633
1,995,211
2,549,905
2,549,905
2,851,847
-
-
(332,535)
(363,372)
(222,159)
61,430
1,995,211
2,549,905

30

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

14. BORROWINGS (CONTINUED)

On 7 December 2018, the Company wholly acquired the assets of Planet Gas USA, Inc. The acquisition involved the assumption of Planet Gas USA, Inc’s Macquarie Bank Loan facility which at the time of the acquisition was AU$3,886,425 in drawn balance. The total loan facility has a ceiling of US$15 million. Key terms of the facility are as follows:

  • Total US $15,000,000 (AUD: $21,150,000) facility

  • Facility Fees:

  • Interest charged: Libor plus 5.5%

  • No other facility fees

  • Standard parent company guarantees

  • Term: three years (from completion on 7 December 2018)

15. ISSUED SHARE CAPITAL

Fully paid ordinary share capital

Ordinary shares
At the beginning of the financial year
Share placement
Share buyback programme
At the end of the financial year
As at 30 June 2021
As at 30 June 2020
No. of shares
$
No. of shares
$
188,956,399
27,726,590
188,956,399
27,726,590
-
-
-
-
-
-
-
-
188,956,399
27,726,590
188,956,399
27,726,590

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At the shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands 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.

16. RESERVES

Financial assets at fair value through other comprehensive income
reserve
Foreign currency reserve
Movements in reserves
Balance at 1 July 2019
Revaluation
Sale of assets
Balance at 30 June 2020
Revaluation
Balance at 30 June 2021
As at 30 June
2021
$
As at 30 June
2020
$
14
(207)
(1,833)
54
(1,819)
(153)
Financial assets
at fair value
through OCI
Foreign
currency
158,933
5,015
(381,777)
(4,961)
222,637
-
(207)
54
221
(1,887)
14
(1,833)

31

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

16. RESERVES (CONTINUED)

Financial assets at fair value through other comprehensive income reserve

The reserve is used to recognise increments and decrements in the fair value of financial assets at fair value through other comprehensive income.

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.

17. ACCUMULATED LOSSES

Movements in accumulated losses were as follows:
Balance at the beginning of the financial year
Net loss for the year
Balance at the end of the financial year
Year ended 30
June 2021
Year ended 30
June 2020
$
$
(17,518,393)
(16,384,991)
(1,296,837)
(1,133,402)
(18,815,230)
(17,518,393)

18. RECONCILIATION OF LOSS FOR THE PERIOD TO NET CASH FLOWS FROM OPERATING ACTIVITES

Cash flows from operating activities
Loss after income tax
Amortisation expense
Impairment expense
Accrued interest
Exploration expenses
Sale of financial assets
Gain on reversal of rehabilitation provision
Net (gain)/loss on exchange differences
Change in operating assets and liabilities
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
(Decrease)/increase in provision for employee entitlements
Net cash flows from operating activities
Year ended 30
June 2021
Year ended 30
June 2020
$
$
(1,296,836)
(1,133,397)
278,106
213,320
842,421
891,586
-
23,371
-
55,112
-
(214,617)
(200,000)
-
(409,833)
4,961
(46,047)
28,024
422,471
3,072
(67,222)
(84,638)
(476,940)
(213,206)

19. KEY MANAGMENT PERSONNEL DISCLOSURES

Details of key management personnel

The directors and other members of the key management personnel of the Company during the year were:

Andrew Carroll Non-Executive Chairman Geoffrey King Deputy Chairman, Non-Executive Director Anthony Wooles Non-Executive Chairman

32

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

19. KEY MANAGMENT PERSONNEL DISCLOSURES (CONTINUED)

Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Year ended
30/06/2021
Year ended
30/06/2020
$
$
263,298
208,160
4,338
4,338
267,636
212,498

Detailed remuneration disclosures are provided in the remuneration report on pages 5 to 7.

Options provided as remuneration

There were no share-based payments made to directors or senior management during the current financial year (2020: $NIL).

20. RELATED PARTY TRANSACTIONS

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Company and other related parties are disclosed as follows:

Trading transactions

During the year, the Company entered into the following trading transactions with related parties that are not members of the Company:

embers of the Company:
Year ended 30 Year ended 30
June 2021 June 2020
$ $
Australasian Energy Pty Ltd1 - 31,577

1Related party of Mr Andrew Carroll, all services are carried out at an arms’ length rate and exclude Directors’ Fees

Transactions between the Company and related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

21. COMMITMENTS FOR EXPENDITURE

There were no commitments for expenditure for 2021 (2020: $NIL).

22. CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Contingent Assets

The Company has the right to all income from all royalties owned as detailed at Note 10.

With respect to the contingent commitment to make payment on receipt of royalties from PL171 and ATP574, the Company also acknowledges its contingent right to the receipt of royalty income from these permits, and for that matter all other royalty interests owned.

There are no other contingent assets as at 30 June 2021.

33

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

22. CONTINGENT LIABILITIES AND CONTINGENT ASSETS (CONTINUED)

Contingent Liability

The Company has an existing well stock of 21 wells for which it may be liable for rehabilitation costs. The company had historically provided for an estimate of $200,000 for these costs in its financial statements. Having reconsidered the position, the management team have concluded the obligation is not wholly within the control of the company and is contingent on a future event being the final inspection when the permit is relinquished. In addition, it is questionable whether the potential obligation can be measured with sufficient reliability. It is quite possible that no outflow of resources will be required to fulfill and obligations around the site rehabilitation. To this extent, the provision has been released to other income. The original range of the estimate disclosed in the Prospectus when the company listed in 2014 was between $200,000 and $1,150,000 which was based on internal and external sources at that time. It is important to note that in the event that a liability exists, the effect on the profit and loss will initially be nil due the fact that the cost to restore the site will initially be capitalised into the cost of the asset, and then re-assessed for potential impairment.

Pursuant to the originating agreement dated 5 December 2009, Phoenix Oil and Gas is obliged to pay, $1,000,000 within 30 days of Commercial Production from PL 171. Under the same agreement, Phoenix Oil and Gas is also obliged to pay, $1,000,000 within 30 days of Commercial Production from ATP 574P.

Commercial Production in both instances is defined as when the first royalty payment is received from the operator of the permit as a result of gas sales from that permit.

At balance date Commercial Production is not foreseeable within the coming financial year.

There are no guarantees or commitments other than those mentioned in the financial report.

23. SUBSIDIARIES

Details of the Company’s subsidiaries at 30 June 2021 are as follows:

Name of subsidiary Place of incorporation Proportion of ownership interest and Proportion of ownership interest and
voting power held
As at 30 June As at 30 June
2021 2020
Torrens Energy (SA) Pty Ltd Australia 100% 100%
Phoenix Oil and Gas Pty Ltd Australia 100% 100%
Oil & Gas Royalties Pty Ltd Australia 100% 100%
HPR USA Inc United States of America 100% 100%
Planet Gas USA, Inc. United States of America 100% 100%

24. REMUNERATION OF AUDITORS

During the year the following fees were paid or payable for services provided by the auditor of the Company

Audit of financial reports and other audit work under the
Corporations Act 2001
Audit and review services
-
RSM Australia Partners
Year ended 30
June 2021
$
Year ended 30
June 2020
$
44,500
44,500
44,500
44,500

34

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

25. FINANCIAL INSTRUMENTS

General objectives, policies and processes

The Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the Company’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

The Board has overall responsibility for the determination of the Company’s risk management objectives and policies. The Company’s risk management policies and objectives are therefore designed to minimise the potential impacts of these risks on the results of objectives where such impacts may be material. The Board periodically reviews the effectiveness of the process put in place and the appropriateness of the objectives and policies it sets.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible. Further details regarding these policies are set out below:

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through holding cash only to the extent necessary to meet Group commitments and its immediate exploration program. The Group’s primary focus for capital risk management is the forthcoming 12 months. The Group’s overall capital strategy remains unchanged from 2016.

The capital structure of the Group consists of cash and cash equivalents, and equity attributable to equity holders of the parent comprising issued capital and accumulated losses as disclosed in Notes 13 and 15 respectively.

The Group operates in Australia and the USA. None of the Group’s entities are subject to externally imposed capital requirements going forward.

Categories of financial instruments

2021
Weighted average
effective interest
rate
Financial assets
Cash and bank balances – floating interest
0.19%
Cash and bank balances – non-interest bearing
-
Subtotal: Cash and bank balances
Trade and other receivables
-
Other financial assets
-
Financial liabilities
Trade and other payables
-
Borrowings
7.96%
30 June 2021
30 June 2020
$
$
761,794
1,537,609
-
305,461
761,794
1,843,070
296,249
262,594
463
350
92,949
150,092
1,995,211
2,549,905

Credit risk

Credit risk is the risk that the other party to a financial instrument will fail to discharge their obligation resulting in the Company incurring a financial loss. This usually occurs when debtors or counterparties to derivative contracts fail to settle their obligations owing to the Company. The Company does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the Company.

35

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

26. FINANCIAL INSTRUMENTS (CONTINUED)

The maximum exposure to credit risk at balance date is as follows:

Royalty income receivable
GST receivable
Funds on deposit for security guarantee
30 June 2021
30 June 2020
$
$
90,125
38,360
18,905
19,922
149,827
148,404
258,857
206,685

None of the receivables are outside normal credit terms and the Company does not believe there are any items that represent significant credit risk.

Interest rate risk

The consolidated entity is constantly monitoring its exposure to trends and fluctuations in interest rates in order to manage interest rate risk.

The following tables demonstrate the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, of the entity’s surplus (through the impact on adjusted interest rate).

Interest rate risk 30 June 2021 30 June 2020
$ $
Change in cash and cash equivalents
Increase in interest rate by 1% 7,618 15,376
Decrease in interest rate by 1% (7,618) (15,376)

Foreign currency risk

Transactions are settled on a cost-basis and the Company uses the spot rate at date of transfer to make payments. This means that there is limited exposure to the net profit or equity balances of the Company from a change in value of the currency.

Further, there are no forward exchange contracts or hedging instruments currently implemented to manage foreign exchange exposures, a strategy which is consistent with the Company’s size.

Exposure

The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as follows:

30 June 2021 30 June 2020
$ $
Cash at bank 292,653 457,668
Trade receivables 80,214 28,910
ensitivity
he Group is primarily exposed to changes in the US/$ exchange rates. The sensitivity of profit of loss to change
the exchange rates arises mainly from revenue and expenses in HPR USA Inc and Planet Gas USA Inc.
30 June 2021 30 June 2020
Impact on post tax profit $ $
US/$ exchange rate – increase 5% 4,077 937
US/$ exchange rate – decrease 5% (4,077) (848)

Sensitivity

The Group is primarily exposed to changes in the US/$ exchange rates. The sensitivity of profit of loss to changes in the exchange rates arises mainly from revenue and expenses in HPR USA Inc and Planet Gas USA Inc.

Liquidity risk

Liquidity risk is the risk that the Company may encounter difficulties raising funds to meet commitments associated with financial instruments due to creditors. The Company manages liquidity risk by monitoring forecast cash flows and ensuring that adequate unutilised borrowing facilities are maintained.

36

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

26. FINANCIAL INSTRUMENTS (CONTINUED)

Commodity price risk

The consolidated entity is exposed to commodity price risk from oil and gas prices (both in AUD and foreign currency) which can impact the sales revenues received by the operators of producing permits that the Group holds royalty interests over.

Currently the Group does not receive significant revenues from these royalty incomes so there is no cost effective method of hedging commodity price risk however the Group will review this policy as these revenues increase.

Maturity analysis of financial assets

Maturity analysis of financial assets
Contractual cash flow due
Carrying 1 to 3 3 months to 1 to 5 years
amount months 1 year
$ $ $ $
30 June 2021
Current assets
Trade and other receivables 146,422 146,422 - -
Non-current assets
Deposits and bonds 149,827 - - 149,827
30 June 2020
Current assets
Trade and other receivables 114,190 114,190 - -
Non-current assets
Deposits and bonds 148,404 - - 148,404

Fair value of financial instruments carried at amortised cost

The Directors consider that the carrying amounts of financial assets and financial liabilities recognised in the consolidated financial statements approximate their fair values.

Maturity analysis of financial liabilities

Contractual cash flow Contractual cash flow due
Carrying 1 to 3 3 months to 1 to 5 years
amount months 1 year
30 June 2021 $ $ $ $
Current liabilities
Accounts payable 49,690 49,690 - -
Other payables 43,259 43,259 - -
Borrowings - - - -
Non-current liabilities
Borrowings 1,995,211 - 332,535 1,662,676
30 June 2020
Current liabilities
Accounts payable 27,219 27,219 - -
Other payables 122,873 122,873 - -
Borrowings 364,272 - 364,272 -
Non-current liabilities
Borrowings 2,185,633 - - 2,185,633

The Directors consider that the carrying amounts of financial assets and financial liabilities recognised in the consolidated financial statements approximate their fair values.

37

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

27. EARNINGS PER SHARE

ARNINGS PER SHARE
Earnings per share from continuing operations
Loss after income tax attributable to members
Basic loss per share
Diluted loss per share
Weighted average number of shares used in the calculation of
diluted earnings per share reconciles to the number used to
calculate basic earnings per share as follows:
Basic loss per share
Diluted loss per share
The following potential ordinary shares are anti-dilutive and are
therefore excluded from the weighted average number of shares
for the purposes of diluted earnings per share.
Options
Year ended 30
June 2021
Year ended
30 June 2020
$
$
(1,298,502)
(1,297,503)
Cents
Cents
0.69
0.69
0.69
0.69
No.
No.
188,956,399
188,956,399
188,956,399
188,956,399
Year ended 30
June 2021
Year ended 30
June 2020
No.
No.
-
-

28. SUBSEQUENT EVENTS

  • During July 2021 the Company settled $400,000 in royalty acquisitions to complete the acquisition of the Admiral Bay ($100,000) and ScimTek ($300,000) acquisitions as announced during the 2021 year;

  • On 30 August 2021, Mr David Croll and James Knowles were appointed as Non-Executive Directors;

  • On 27 September 2021 the Company announced completion of a $800,000 placement to sophisticated and professional investors at $0.04 being the issuance of 20,000,000 shares. Director participation in the placement was a total of 2,750,000 shares in return for commitments of $110,000 in placement proceeds. Participation by Directors requires shareholder approval under ASX Listing Rule 10.11 and as such would be put to shareholders at the next shareholder meeting, anticipated to be the 2021 Annual General Meeting.

There were no other significant events have occurred since balance sheet date.

38

HIGH PEAK ROYALTIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021

29. PARENT ENTITY DISCLOSURES

Statement of financial position
Assets
Total current assets
Total non-current assets
Total assets
Liabilities
Total current liabilities
Total non-current liabilities
Total liabilities
Equity
Issued capital
Reserves
Accumulated losses
Total equity
tatement of profit or loss and other comprehensive income
Loss for the year
Total comprehensive loss
As at 30 June
2021
As at 30 June
2020
$
$
295,673
1,425,470
10,371,630
9,910,329
10,667,303
11,335,799
66,251
105,741
-
200,000
66,251
305,741
49,959,508
49,959,508
540,375
540,262
(39,898,831)
(39,469,713)
10,601,052
11,030,057
Year ended
30/06/2021
Year ended
30/06/2020
$
$
(429,118)
(403,552)
(429,118)
(403,552)

Statement of profit or loss and other comprehensive income

Guarantees

The Company has not entered into any guarantees, in the current or previous financial years, in relation to the debts of its subsidiaries.

Contingent asset

Refer to Note 22 for details of contingent assets at 30 June 2021.

Contractual commitments

The Company has no contractual commitment, in the current or previous financial years.

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in Note 1.

39

HIGH PEAK ROYALTIES LIMITED DIRECTORS’ DECLARATION

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;

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

  • at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed

  • • Group will be able to meet any obligations or liabilities to which they are, or may become, subject.

The directors have been given the declarations required by section 295A of the Corporations Act 2001. CA295(4)(e)

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

Geoffrey King Interim Chairman 30 September 2021

40

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 4] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 4] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

RSM Australia Partners

Level 13, 60 Castlereagh Street Sydney NSW 2000 GPO Box 5138 Sydney NSW 2001

T +61 (0) 2 8226 4500 F +61 (0) 2 8226 4501

www.rsm.com.au

INDEPENDENT AUDITOR’S REPORT

To the Members of High Peak Royalties Ltd

Opinion

We have audited the financial report of High Peak Royalties Ltd (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.

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

  • i) giving a true and fair view of the Group's financial position as at 30 June 2021 and of its financial performance for the year then ended; and

  • ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion

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

We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the Directors of the Company, 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 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.

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036

==> picture [35 x 54] intentionally omitted <==

41

Liability limited by a scheme approved under Professional Standards Legislation

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 4] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 4] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

Key Audit Matter

Royalty Rights Refer to Note 10 in the financial statements

  • The Group has capitalised mineral royalty rights with a carrying value of $9.9m. We determined this to be a key audit matter due to the size of the carrying value, and because the directors’ assessment of impairment involves judgements around the current and long terms prospects of the related exploration activities, the current market conditions, the political climate in the jurisdiction in which the assets exists, the uncertainty over long-term commodity prices, as well as numerous other factors when determining whether there are any impairment indicators for intangible assets.

  • How our audit addressed this matter

  • Our audit procedures in relation to Royalty Rights included:  Obtaining the Royalty Rights register and on a sample basis testing the ownership of the rights to various external and internal supporting documents.

  • Comparing the carrying value of the individual assets in the current year to that of the previous year, and investigating unexpected movements.

  • For impairment during the year, testing the appropriateness of management’s assessment to supporting external evidence.

  • Assessing the high-level economic inputs used to determine the fair value of royalty rights as at 30 June 2021 and evaluating those economic inputs as at the reporting date so as to identify potential impairment indicators.

  • Critically evaluated management’s assessment of each individual asset in terms of impairment indicators and considered such evaluation with regards to internal and external documentation available to support such assessment. Management determined that there were no impairment indicators for any of its existing royalty rights, and consequently, no value-in-use impairment models were prepared.

  • Where possible, reviewing the ASX announcements for companies in which the royalties relate, so as to identify other potential impairment indicators in relation to the assets over which the royalties relate.

Other Information

The Directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 30 June 2021 but does not include the financial report and the auditor's report thereon.

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

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

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

42

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 4] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 4] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

==> picture [117 x 5] intentionally omitted <==

Responsibilities of the Directors for the Financial Report

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

In preparing the financial report, the directors are responsible for assessing the ability of the Group 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 Group or to cease operations, or has no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Report

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

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. 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 4 to 7 of the directors' report for the year ended 30 June 2021.

In our opinion, the Remuneration Report of High Peak Royalties Ltd, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001.

Responsibilities

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

RSM Australia Partners

G N Sherwood Partner

Sydney 30 September 2021

43

HIGH PEAK ROYALTIES LIMITED CORPORATE GOVERNANCE STATEMENT

Unless disclosed below, all the Corporate Governance Principles and Recommendations of the ASX Corporate Governance Council have been applied by the Company for the financial year ended 30 June 2021 and to the date of signing the Director’s report.

Further information on policies adopted by the Company can be found on the Company’s website at www.highpeak.com.au

ASX Corporate Governance Council Recommendation

Item ASX Best Practice Recommendation Comment
1. LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose:
(a)
the respective roles and responsibilities of its board and
management; and
(b)
those matters expressly reserved to the board and those
delegated to management.
The Corporate Governance Policy includes a formal charter, which
discloses the specific responsibilities of the Board and provides that the
Board shall delegate responsibility for the day-to-day operations and
administration of the Company to the Executives.
The charter also includes those tasks delegated to the Chief Financial
Officer and the Chief Executive Officer by the Board for the reporting period.
As at the date of the report, there is only one executive, the Chief Financial
Officer.
1.2 A listed entity should:
(a)
undertake appropriate checks before appointing a person,
or putting forward to security holders a candidate for
election, as a director; and
(b)
provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
The Company has a formal selection and appointment process for its
Directors which is reviewed annually under the directive of the Chairman.
When the invitation to become a Director is accepted, the Board will appoint
the new Director during the year and that person will then stand for re-
election by shareholders at the next annual general meeting. Shareholders
are provided with relevant information on the candidates for re-election.
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
The Company has a written agreement with each Director.
Terms and conditions of the agreements are included in the Audited
remuneration report, which forms part of the directors’ report in the annual
Report.
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
theproper functioningof the board.
The Corporate Governance Policy’s formal charter discloses the Company
Secretary’s responsibilities.
1.5 A listed entity should:
(a)
have a diversity policy which includes requirements for the
board or a relevant committee of the board to set
measurable objectives for achieving gender diversity and
to assess annually both the objectives and the entity’s
progress in achieving them;
(b)
disclose that policy or a summary of it; and
(c)
disclose as at the end of each reporting period the
measurable objectives for achieving gender diversity set
by the board or a relevant committee of the board in
accordance with the entity’s diversity policy and its
progress towards achieving them and either:
(1) the respective proportions of men and women on the
board, in senior executive positions and across the
whole organisation (including how the entity has
defined “senior executive” for these purposes); or
(2) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s most recent
“Gender Equality Indicators”, as defined in and published
under that Act.
Due to the Company’s size and nature of operations, there are no women in
senior executive positions. The board remains conscious of the requirement
to establish reasonable and measurable objectives for achieving gender
diversity and identifying key measurable diversity performance objectives
for the Board and Executive Directors.
The Company’s employees and contractors during the year were the Board,
Chief Executive Officer and Chief Financial Officer/Company Secretary.
At the date of the report the Company does not have a Chief Executive
Officer appointed due to the restructure of the company from 1 July 2016.
1.6 A listed entity should:
(a)
have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b)
disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with thatprocess
The evaluation process for the Board, individual Directors and Board
committees are included in the audited remuneration report, which forms
part of the directors’ report in the annual report. At the date of this report the
Company has 2 Non-executive Directors and 1 Executive Director.

44

HIGH PEAK ROYALTIES LIMITED CORPORATE GOVERNANCE STATEMENT (CONTINUED)

1.7 A listed entity should:
(a)
have and disclose a process for periodically evaluating the
performance of its senior executives; and
(b)
disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with thatprocess.
The Company discloses the evaluation process for senior executives in the
audited remuneration report section of the Annual Report. At the date of this
report, the Company has no senior executives receiving remuneration.
2. STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should:
(a)
have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and the
individual attendances of the members at those
meetings; or
(b)
if it does not have a nomination committee, disclose
that fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate
balance
of
skills,
knowledge,
experience,
independence and diversity to enable it to discharge its duties and
responsibilities effectively.
The Board has formally adopted a Nomination Committee Charter but given
the present size of the Company, has not formed a separate Committee.
Instead the function will be undertaken by the full Board in accordance with
policies and procedures outlined in the Nomination Committee Charter.
When the Company is of sufficient size, a separate Nomination Committee
will be formed. The Board does not believe that any marked efficiencies or
enhancements would be achieved by the creation of a separate Nomination
Committee.
2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills and diversity that the board currently
has or is looking to achieve in its membership.
The skills, experience and expertise relevant to the position of each Director
who is in office at the date of the Financial Report and their term of office
are detailed in the directors’ report in the annual report.
Further the Chairman regularly reviews the composition of the Board to
ensure that the board continues to have the mix of skills and experience
necessary for the conduct of the Company’s activities.
As at the date of this report the Board considers that its composition is an
appropriate mix of skills and expertise relevant to the Company’s business.
2.3 A listed entity should disclose:
(a)
the names of the directors considered by the board to be
independent directors;
(b)
if a director has an interest, position, association or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position, association or relationship in question and an
explanation of why the board is of that opinion; and
(c)
the length of service of each director.
The Board considers Mr Geoffrey King and Mr James Knowles to be
independent directors. Their shareholdings in the company are considered
to be immaterial by the board for independence purposes.
The length of service of each director are as follows:

Mr Anthony Wooles – 9 years and 7 months

Mr Geoffrey King – 7 years and 5 months

Mr Andrew Carroll – 7 years and 5 months

Mr James Knowles – 1 month

Mr David Croll – 1 month
2.4 A majority of the board should be independent directors. At this stage the company is not of a size, nor has the Board resources, to
accommodate a Board majority of independent directors.
2.5 The chair of the board of a listed entity should be an independent
director and, in particular, should not be the same person as the
CEO of the entity.
The Chairperson and Chief Executive Officer role were held by different
individuals for the entire reporting period.
At the date of the report the Company does not have a Chief Executive
Officer appointed due to the restructure of the company from 1 July 2016.
The Chief Financial Officer has assumed the day-to-day responsibilities and
is a different individual to the Chairman.
2.6 A listed entity should have a program for inducting new directors
and provide appropriate professional development opportunities
for directors to develop and maintain the skills and knowledge
needed to perform their role as directors effectively.
The Company’s selection and appointment of Directors’ policy, which is
reviewed annually, includes an induction program. A copy of the policy has
been published on the Company’s website.
3. INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. Due to the size of the Board and the Company not having permanent
employees, the Board has not set expressly articulated its values. However,
the Board is committed to a cultivating a corporate culture whereby all
directors and employees behave actinglawfully, ethicallyand responsibly.

45

HIGH PEAK ROYALTIES LIMITED CORPORATE GOVERNANCE STATEMENT (CONTINUED)

3.2 A listed entity should:
(a)
have a code of conduct for its directors, senior
executives and employees; and
(b)
disclose that code or a summary of it.
The Corporate Governance Policy includes a Corporate Code of Conduct,
which provides a framework for decisions and actions in relation to ethical
conduct in employment. All staff and employees are required to report any
breach of the Code to the Board.
A copy of the Code of Conduct has been published on the Company’s
website.
3.3 A listed entity should:
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
The Company has adopted a Whistleblower Policy which provides for
confidential reporting of reportable conduct. The Whistleblower Policy is
available on the Company's website.
The Board receives regular reporting from Management which includes the
number and nature of whistleblowing disclosures received or confirmation
that there have been no disclosures received.
3.4 A listed entity should:
(a)
have and disclose an anti-bribery and corruption
policy; and
(b)
ensure that the board or a committee of the board is
informed of any material breaches of that policy.
The Company’s anti-bribery and corruption policy forms part of the
Company’s Code of Conduct. As set out above, the Code of Conduct is
available on the Company's website.
The Board receives regular reporting from Management which includes any
material breaches of the Code (including the anti-bribery and corruption) or
confirmation that there have been no known breaches.
4. SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
4.1 The board of a listed entity should:
(a)
have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not the
chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and the
individual attendances of the members at those
meetings; or
(b)
if it does not have an audit committee, disclose that
fact and the processes it employs that independently verify and
safeguard the integrity of its corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagementpartner.
At this stage the company is not of a size, nor has the Board resources, to
accommodate a membership of three directors on the audit committee.
For the reporting period, the Audit Committee comprised of one Non-
Executive Director, the Executive Director and the Company Secretary.
Refer to the Remuneration Report on pages 2-3for details of experience.
The Directors currently serving on the Audit Committee are deemed
independent. The Chairperson of the Audit Committee is not the
Chairperson of the Board.
The Corporate Governance Policy includes a formal charter for the Audit
Committee, as published on the Company’s website.
The Audit Committee Charter also contains details on the procedures for the
selection and appointment of the external auditor, and the rotation of
external audit engagement partners.
4.2 The board of a listed entity should, before it approves the entity’s
financial statements for a financial period, receive from its CEO
and CFO a declaration that, in their opinion, the financial records
of the entity have been properly maintained and that the financial
statements comply with the appropriate accounting standards and
give a true and fair view of the financial position and performance
of the entity and that the opinion has been formed on the basis of
a sound system of risk management and internal control which is
operatingeffectively.
At the date of this report, the Company does not have an appointed Chief
Executive Officer.
In place of an attestation by the CEO, the Chairman will make the
declaration required by the section 295A of the Corporation Act and
recommended under Recommendation 4.1 and Recommendation 7.2 of the
ASX Principles.
4.3 A listed entity should disclose its process to verify the integrity of
any periodic corporate report it releases to the market that is not
audited or reviewed by an external auditor.
Periodic corporate reports that are not otherwise subject to audit or review
by an external auditor are reviewed in accordance with an internal
verification procedure to ensure the integrity and accuracy of the information
included in those reports.
This verification procedure involves a systematic checking and sign off
procedure. Where possible, each statement or number is linked back to an
independent external or internal source document.
5. MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should:
(a)
have a written policy for complying with its continuous
disclosure obligations under the Listing Rules; and
(b)
disclose that policy or a summary of it.
The Company’s Corporate Governance has a Continuous Disclosure Policy
in place designed to ensure the factual presentation of the Company’s
position at all times. A copy of this policy has been published on the
Company’s website.

46

HIGH PEAK ROYALTIES LIMITED CORPORATE GOVERNANCE STATEMENT (CONTINUED)

6. RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
The Company’s Corporate Governance Policy includes a Shareholder
Communications Policy which and has been published on the Company’s
website.
6.2 A listed entity should design and implement an investor relations
program to facilitate effective two-way communication with
investors.
The Company’s Corporate Governance Policy includes a Shareholder
Communications Policy which and has been published on the Company’s
website.
6.3 A listed entity should disclose the policies and processes it has in
place to facilitate and encourage participation at meetings of
security holders.
The Company’s Corporate Governance Policy includes a Shareholder
Communications Policy which and has been published on the Company’s
website.
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by a
show of hands.
All substantive resolutions considered at the Company’s general meetings
are decided by a poll rather than by a show of hands, as occurred at the
Company’s 2020 Annual General Meeting.
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity and
its security registry electronically.
The Company’s Corporate Governance Policy includes a Shareholder
Communications Policy which and has been published on the Company’s
website.
7. RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a)
have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and the
individual attendances of the members at those
meetings; or
(b)
if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
The Company’s Corporate Governance Policy includes a Risk Management
and Internal Compliance and Control Policy. Under this policy the Board
determines the Company’s “risk profile” and is responsible for overseeing
and approving risk management strategy and policies for internal
compliance and internal control. A copy of this policy is available on the
Company’s website.
7.2 The board or a committee of the board should:
(a)
review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound; and
(b)
disclose, in relation to each reporting period, whether such
a review has takenplace.
The risk management and internal control system is reviewed annually, at
the completion of the audit of the Company’s Financial Statements.
7.3 A listed entity should disclose:
(a)
if it has an internal audit function, how the function is
structured and what role it performs; or
(b)
if it does not have an internal audit function, that fact and the
processes it employs for evaluating and continually
improving the effectiveness of its risk management and
internal controlprocesses.

For the reporting period the Chief Executive Officer was responsible for the
implementation and monitoring of business risk. He was required to report
to the board on a monthly basis regarding any identified risks.
At the date of this report, the Chief Financial Officer has responsibility of the
above and will be required to report to the Board every two months.
7.4 A listed entity should disclose whether it has any material
exposure to economic, environmental and social sustainability
risks and, if it does, how it manages or intends to manage those
risks.
This information is disclosed in Note 24 – Financial Instruments in the
Annual Report.
8. REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a)
have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and the
individual attendances of the members at those
meetings; or
(b)
if it does not have a remuneration committee,
disclose that fact and theprocesses it employs for settingthe
Given the present size of the Company the Board has not formed a separate
Committee. Instead the function will be undertaken by the full Board in
accordance with policies and procedures outlined in the Remuneration
Committee Charter.
The Board has put in place a number of measures to implement this
principle. This information is included in the Company’s Corporate
Governance Statement and in the remuneration report section, which forms
part of the directors’ report in this annual report.

47

HIGH PEAK ROYALTIES LIMITED

CORPORATE GOVERNANCE STATEMENT (CONTINUED)

level and composition of remuneration for directors and senior
executives and ensuring that such remuneration is appropriate
and not excessive.
8.2 A listed entity should separately disclose its policies and practices
regarding the remuneration of non-executive directors and the
remuneration of executive directors and other senior executives.
This information is included in the Company’s Corporate Governance
Statement and has been published on the Company’s website.
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a)
have a policy on whether participants are permitted to enter
into transactions (whether through the use of derivatives or
otherwise) which limit the economic risk of participating in
the scheme; and
(b)disclose thatpolicyor a summaryof it.
The company does not have an equity-based remuneration scheme and
therefore this recommendation is not applicable.

48

HIGH PEAK ROYALTIES LIMITED ASX ADDITIONAL INFORMATION

  • a) Distribution of Equity Holders (as at 24 September 2021)
at 24 September 2021)
Number of Holders Fully Paid Ordinary Shares
357 153,813
247 594,472
77 557,923
189 7,790,644
128 179,859,547
998 188,956,399

b) Top Twenty Ordinary Shareholders (as at 24 September 2021)

b) Top Twenty Ordinary Shareholders (as at 24 September 2021)
Name Number of
Ordinary Shares
held
%
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 59,582,189 31.53
AEW HOLDINGS PTY LTD 14,315,670 7.58
MR ARCHIBALD GEOFFREY LOUDON 12,103,885 6.41
RAE CARROLL NOMINEES PTY LIMITED 6,801,770 3.60
MARTIN PLACE SECURITIES NOMINEES P/L 6,357,765 3.36
NORFOLK ENCHANTS PTY LTD 5,329,380 2.82
MR ANTHONY EDWARD WOOLES + MS ALISON LOUISE WOOLES SUPER A/C> 4,281,540 2.27
EQUITY TRUSTEES LIMITED 3,720,000 1.97
NATIONAL NOMINEES LIMITED 3,000,000 1.59
MR DAVID CURZON SMITH + MRS DIANE MAURINE SMITH A/C> 2,823,086 1.49
MR GEOFFREY KEVIN CAMMELL 2,200,000 1.16
ALCARDO INVESTMENTS LIMITED 2,110,501 1.12
CITICORP NOMINEES PTY LIMITED 2,102,440 1.11
BYRNE HOLDINGS PTY LTD 2,000,000 1.06
AEW HOLDINGS PTY LTD 1,902,790 1.01
MR ANDREW ROBERT CARROLL 1,902,609 1.01
CRAFERS PTY LTD 1,825,660 0.97
BEACON EXPLORATION PTY LTD 1,500,000 0.79
QGAS PTY LTD 1,500,000 0.79
RACCOLTO INVESTMENTS PTY LTD 1,450,000 0.77
Total Top 20 Shareholders 136,809,285 72.40
Other Shareholders 52,147,114 27.60
Total ordinary shares on issue 188,956,399 100.00

49

HIGH PEAK ROYALTIES LIMITED ASX ADDITIONAL INFORMATION

c) Unmarketable Parcels (as at 24 September 2021)

There are 672 shareholders holding less than a marketable parcel of shares.

Under the ASX Listing Rules, any shareholding values at less than $500 is considered to be an unmarketable parcel.

d) Substantial Shareholders (as at 24 September 2021)

The names of substantial shareholders who have notified the Company in accordance with Section 671B of the Corporations Act 2001 are:

Holder Name Number of Ordinary Fully
Paid Shares Held
% Held of Issued
Ordinary Capital
J P MORGAN NOMINEES AUSTRALIA PTY
LIMITED
59,582,189 31.53
AEW HOLDINGS PTY LTD 14,315,670 7.58
MR ARCHIBALD GEOFFREY LOUDON 12,103,885 6.41

e) The number of holders of each class of equity security as at 24 September 2021.

Class of Security Number of
Holders
Ordinary fully paid
shares
998

f) Voting rights

Every Member is entitled to be present at a meeting and may vote. Options do not carry a right to vote. On a show of hands, every Member has one vote.

On a poll every Member has:

  • one vote for each fully paid share; and

  • voting rights pro rata to the amount paid up on each partly paid share held by the Member.

g) Franking Credits

The Company has NIL franking credits.

h) Restricted Securities (as at 24 September 2021)

None

i) On-Market Buy Back

There is no current on-market buy back.

j) The name of the Company Secretary is:

Mr Jarrod White

k) Registered Office and Principal Place of Business

C/- Traverse Accountants Pty Ltd Suite 305, Level 3, 35 Lime Street

SYDNEY NSW 2000, AUSTRALIA

50

HIGH PEAK ROYALTIES LIMITED ASX ADDITIONAL INFORMATION

51