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KILLI RESOURCES LIMITED — Annual Report 2021
Feb 7, 2022
65186_rns_2022-02-07_672d5214-0676-4c86-b203-18f8a3b27807.pdf
Annual Report
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Killi Resources Limited (Formerly Access Australia Minerals
Limited)
ACN 647 322 790
Financial Report
for the Period from Incorporation 21 January 2021 to 30 June 2021
KILLI RESOURCES LIMITED DIRECTORS’ REPORT FOR THE PERIOD ENDED 30 JUNE 2021
The Directors present their report, together with the financial statements, of Killi Resources Limited (“the Company”
or “Killi Resources”) and the entities it controlled (“the Group”) since incorporation 21 January 2021 to 30 June 2021.
Directors
The following persons were directors of the Group during the whole of the financial period and up to the date of this report, unless otherwise stated:
-
Paul L’Herpiniere – Director (appointed 21 January 2021, resigned 18 August 2021)
-
Geoffrey McNamara – Director (appointed 21 January 2021, resigned 2 July 2021)
-
Peter Stuntz – Director (appointed 21 January 2021, resigned 2 July 2021)
-
Sonu Cheema – Director (appointed 30 April 2021, resgined 18 August 2021)
-
Jason Rogers– Director (appointed 2 July 2021, resigned 18 August 2021)
Current Directors
-
Richard Bevan – Director (appointed 18 August 2021)
-
Gregory Miles (appointed 18 August 2021)
-
Phil Warren (appointed 18 August 2021)
Company Secretaries
-
Sonu Cheema – Company Secretary (appointed 30 April 2021, resgined 18 August 2021)*
-
Subsequent to the end of the period on 18 August 2021, Emma Wates was appointed as Company Secretary.
Principal activities and review of operations
During the period the Group identified several tenements to target for acquisition.
Operating results
The net loss after income tax for the period was $189,788.
Dividends
No dividends were paid during the period and no dividend has been declared for the period ended 30 June 2021.
Significant changes in the state of affairs
There have been no significant changes in the state of affairs of the Group during the financial period.
Audit and non-audit services
Details of the amounts paid or payable to the auditor (HLB Mann Judd) for audit and non-audit services during the period are disclosed in note 15.
2
KILLI RESOURCES LIMITED DIRECTORS’ REPORT FOR THE PERIOD ENDED 30 JUNE 2021
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the period, and the number of meetings attended by each director were:
| Board Meetings | |||
|---|---|---|---|
| Attended | Held* | ||
| Paul L’Herpiniere | - | - | |
| Geoffrey McNamara | - | - | |
| Peter Stuntz | - | - | |
| Jason Rogers | - | - | |
| Sonu Cheema | - | - |
- As the Company was incorporated on the 21 January 2021 with minimal activity thereafter, no board meetings were held during the period.
Held: represents the number of meetings held during the time the director held.
Interest in the Share and Options of the Company
As at the date of this report, the interest of the Directors in the shares and options of the Company were:
| Name | Shareholding | Options |
|---|---|---|
| Phil Warren | 200,000 | - |
| Richard Bevan | 300,000 | - |
| Greg Miles | 200,000 | - |
| Paul L’Herpiniere | 1,620,632 | - |
| Sonu Cheema | - | - |
| Jason Rogers | 1,497,160 | - |
| Geoffrey McNamara | 636,361 | - |
| Peter Stuntz | 921,917 | - |
3
KILLI RESOURCES LIMITED DIRECTORS’ REPORT FOR THE PERIOD ENDED 30 JUNE 2021
Matters subsequent to the end of the financial Period
On 13 July 2021, the Group entered into a loan agreement with Paul L’Herpiniere, a Director of the Group. The outstanding loan balance payable of $50,000 is unsecured with no interest payable and no fixed terms of repayment.
On 30 July 2021 the Group undertook a consolidation of its Shares on 1 for 3.974 basis (Consolidation) with the Group’s share capital consolidated to 16,000,000 Shares.
On 18 August 2021, Killi entered into an option and joint venture agreement with 1315795 B.C LTD (“Numberco”), under which Killi granted Numberco exclusive right and option to acquire an initial 38% interest in Killi’s Ravenswood Project ( First Option) . Pursuant to the option and joint venture agreement, Numberco agreed to pay the following as consideration for the First Option interest in the Ravenswood Project:
-
$200,000 cash consideration to Killi on or before 1 October 2021; and
-
Numberco must issue Killi with $850,000 worth of Numberco shares, on or before 31 December 2021.
On 19 August 2021, Killi surrendered exploration Licences E52/3141 and E52/3116 to FMG Resources Pty Ltd (“FMG”). FMG have applied for a Replacement Tenement (exploration licence E52/3831). Details of the surrender are as follows:
-
FMG will pay Killi a deferred consideration payment of $100,000 (plus GST) if FMG is the holder of the Replacement Tenement on the date which is 3 years after the date of grant;
-
FMG will pay to Killi a deferred consideration payment of $100,000 (plus GST) if FMG is the holder of the Replacement Tenement on the date which is 5 years after the date of grant;
-
The parties agree that no further consideration will be payable by FMG for the surrender of the Exploration Licences or any other obligations of Killi under the Letter Agreement; and
-
Unless otherwise required by law, FMG must not surrender any part or whole of the Replacement Tenement without first, if the part or whole of the Replacement Tenement proposed to be surrendered is capable of being transferred, offering in writing to transfer the part or whole of the Replacement Tenement to Killi for $1.
On 15 October 2021, the Group issued the first tranche of 800,000 shares at $.10 per share (First Tranche Seed Shares) to raise $80,000. On 2 November 2021, the Group issued the second tranche of 5,200,000 shares at $0.10 per share (Second Tranche Seed Shares) to raise a further $520,000.
4
KILLI RESOURCES LIMITED DIRECTORS’ REPORT FOR THE PERIOD ENDED 30 JUNE 2021
The impact of the Coronavirus (COVID-19) pandemic is ongoing, and it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.
Future Developments
More detailed information on likely developments in the operations of the Group and the expected results of operations have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the Group.
Environmental Regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Indemnity and insurance of officers
The Company has entered into deeds of indemnity with each director and the company secretary whereby, to the extent permitted by the Corporations Act 2001, the Company agreed to indemnify each director against all loss and liability incurred as an officer of the Company, including all liability in defending any relevant proceedings.
During the financial period, the Company has not paid a premium in respect of a contract to insure the Directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial period, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.
During the financial period, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.
5
KILLI RESOURCES LIMITED DIRECTORS’ REPORT FOR THE PERIOD ENDED 30 JUNE 2021
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001
The lead auditor’s independence declaration is set out immediately below the Director’s Report and forms part of the Directors’ Report for the period ended 30 June 2021.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
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Richard Bevan
Non-executive Chairman
11 November 2021
6
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AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Killi Resources Limited (formerly Access Australia Minerals Ltd) for the period ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of:
-
a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
b) any applicable code of professional conduct in relation to the audit.
Perth, Western Australia 11 November 2021
N G Neill Partner
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7
KILLI RESOURCES LIMITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 JUNE 2021
| Note | 21 January 2021 to 30 June 2021 $ |
|---|---|
| Revenue Other expenditure 2 Exploration and evaluation expenditure Auditor remuneration 15 LOSS BEFORE INCOME TAX EXPENSE Income tax benefit 9 LOSS FROM CONTINUING OPERATIONS FOR THE PERIOD Other comprehensive income, net of tax TOTAL COMPREHENSIVE LOSS FOR THE PERIOD |
1,820 (79,162) (91,946) (20,500) |
| (189,788) - |
|
| (189,788) | |
| - | |
| (189,788) |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
8
KILLI RESOURCES LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2021
| Notes | 2021 $ |
|---|---|
| CURRENT ASSETS Cash and cash equivalents 3 Trade and other receivables 4 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Exploration and evaluation asset 5 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 6 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 7 Accumulated losses TOTAL EQUITY |
53,211 83,990 |
| 137,201 | |
| 1,389,473 | |
| 1,389,473 | |
| 1,526,674 | |
| 116,461 | |
| 116,461 | |
| 116,461 | |
| 1,410,213 | |
| 1,600,001 (189,788) |
|
| 1,410,213 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
9
KILLI RESOURCES LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 JUNE 2021
| FOR THE PERIOD ENDED 30 JUNE 2021 | |
|---|---|
| Issued Capital $ Accumulated Losses $ Total $ |
|
| Incorporated on the 21 January 2021 Loss for the Period Other comprehensive loss Total Comprehensive Loss for the Period Transactions with owners in their capacity as owners Acquisition of West Tanami and Ravenswood North Projects BALANCE AT 30 June 2021 |
1 - 1 - (189,788) (189,788) - - - |
| (189,788) (189,788) |
|
| 1,600,000 - 1,600,000 |
|
| 1,600,001 (189,788) 1,410,213 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
10
KILLI RESOURCES LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 JUNE 2021
| Notes | 2021 $ |
|
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Payments for exploration and evaluation Payments to suppliers and employees NET CASH FLOWS USED IN OPERATING ACTIVITIES 8 CASH FLOWS FROM INVESTING ACTIVITIES NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Cash acquired as part of asset acquisitions NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES NET INCREASE IN CASH AND CASH EQUIVALENTS HELD Cash and cash equivalents at beginning of financial period CASH AND CASH EQUIVALENTS AT END OF FINANCIAL PERIOD |
(36,371) (69,703) |
|
| (106,074) | ||
| - | ||
| 159,285 | ||
| 159,285 | ||
| 53,211 - |
||
| 53,211 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
11
KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
1. CORPORATE INFORMATION & STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Corporate Information
The consolidated financial report of Killi Resources Limited (formerly Access Australia Minerals Limited) for the period ended 30 June 2021 was authorised for issue in accordance with a resolution of the Directors on 11 November 2021.
The nature of the operations and principal activities of the Group are the acquisition of several exploration tenements with a view to list on the ASX.
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 applicable for for-profit oriented entities. These financial statements also comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’).
The following are the accounting policies adopted by the Company in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.
New and amended standards adopted by the Company
The Company has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are mandatory for the current reporting period.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the company.
12
KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
- a) Going concern
In context of this operating environment, the ability of the Group to continue as a going concern is dependent on securing additional funding through debt or equity to continue to fund its operational activities. These conditions indicate a material uncertainty that may cause a significant doubt about the entity’s ability to continue as a going concern and therefore, that may be unable to realise its assets and discharge its liabilities in the normal course of business.
The directors believe that there are reasonable grounds to believe that the Group will continue as a going concern, after consideration of the following factors:
-
The Group is pursuing an initial public offering to the Official List of the Australian Securities Exchange to raise funds to continue commercialisation of the business;
-
In accordance with the Corporations Act 2001, the Group has plans to raise further working capital through the issue of equity during the financial year ended 30 June 2022; and
-
The Group continues to keep costs at a minimum in order to conserve cash reserves for the financial period ended 30 June 2022.
-
The Group received $200,000 on 1 October 2021 as part of a JV agreement executed with 1315795 B.C LTD (“Numberco”).
-
The Group successfully undertook the issue of 800,000 fully paid ordinary shares at $0.10 each to raise $80,000 on 15 October 2021.
-
The Group successfully undertook the issue of 5,200,000 fully paid ordinary shares at $0.10 each to raise $520,000 on 2 November 2021.
Accordingly, the directors believe that the Group will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.
Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements or raise additional capital through equity or debt raisings and that the financial reports does not include any adjustments relating to the recoverability and classification or recorded asset amounts or liabilities that might be necessary should the Group not continue as a going concern and meet its debts as and when they become due and payable. The directors plan to continue the Group’s operations on the basis as outlined above and believe there will be sufficient funds for the Group to meet its obligations and liabilities for at least twelve months from the date of this report.
b) Reporting basis and conventions
The financial information has been prepared on an accruals basis and is based on historical costs.
13
KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
- c) Cash and cash equivalents
Cash and cash equivalents include cash on hand and cash at bank.
- d) Asset Acquisition accounting
When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying amount based on their relative fair values in an asset purchase transaction and no deferred tax will arise in relation to the acquired assets and assumed liabilities as the initial recognition exemption for deferred tax under AASB 12 applies. No goodwill will arise on the acquisition and transaction costs of the acquisition will be included in the capitalised costs of the asset.
- e) Trade and other payables
Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost when the Company becomes obliged to make payments resulting from the purchase of goods and services. The amounts are non-interest-bearing, unsecured and are usually paid within 30 days of recognition.
- f) Exploration and evaluation assets
Mineral exploration and evaluation costs are expensed as incurred. Acquisition costs will normally be expensed but will be assessed on a case by case basis and if appropriate may be capitalised. These acquisition costs are only carried forward to the extent that they are expected to be recouped through the successful development or sale of the tenement. Accumulated acquisition costs in relation to an abandoned tenement are written off in full against the profit and loss in the year which the decision to abandon the tenement is made. Where a decision has been made to proceed with development in respect of a particular area of interest, all future costs are recorded as a development asset.
g) Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown as a deduction from the equity proceeds.
14
KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
- h) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the Consolidated Statement of Financial Position.
i) Comparative Figures
No comparative figures are presented for the 30 June 2021 financial period as the Company was incorporated on 21 January 2021.
j) Critical accounting estimates and judgements
The Directors evaluate estimates and judgements 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.
- Impairment
The Company assesses impairment of all assets at each reporting date by evaluating conditions specific to the Company and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Company decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale.
Factors which could impact the future recoverability include the level of proved and probable reserves and mineral resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.
To the extent that capitalised exploration and evaluation is determined not to be recoverable in the future, this will reduce profits and net assets in the period in which this determination is made.
15
KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent that it is determined in the future that this capitalised expenditure should be written off, this will reduce profits and net assets in the period in which this determination is made.
Capitalised exploration and evaluation expenditure that suffered an impairment are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed.
- Exploration and evaluation expenditure
The Group capitalises acquisition-related costs relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the Directors are of the continued belief that such expenditure should not be written off since exploration activities in such areas have not yet concluded.
- Benefit from Deferred Tax Losses
The future recoverability of the carried forward tax losses are dependent upon Company’s ability to generate taxable profits in the future in the same tax jurisdiction in which the losses arise. This is also subject to determinations and assessments made by the taxation authorities. The recognition of a deferred tax asset on carried forward tax losses (in excess of taxable temporary differences) is dependent on management’s assessment of these two factors. The ultimate recoupment and the benefit of these tax losses could differ materially from management’s assessment.
Potential future income tax benefits attributable to gross tax losses carried forward have not been brought to account at 30 June 2021 because the Directors do not believe it is appropriate to regard realisation of the future tax benefit as probable. These benefits will only be obtained if:
(i) the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the losses and deductions to be released;
(ii) the Company continues to comply with the conditions for deductibility imposed by the law; and
(iii) no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the losses.
16
KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
2. OTHER EXPENDITURE
| Legal expenses Finance expenses Rent expenses Consultancy expenses Administrative expenses Total Other Expenditure |
2021 $ 13,709 3,099 4,561 42,485 15,308 |
|---|---|
| 79,162 |
3. CASH AND CASH EQUIVALENTS
| Cash at bank Cash on hand Total Cash and Cash Equivalents |
2021 $ 49,468 3,743 |
|---|---|
| 53,211 |
4. TRADE AND OTHER RECEIVABLES
| Deposits GST receivable Prepayments Total Trade and Other Receivables |
2021 $ 3,000 13,576 67,414 |
|---|---|
| 83,990 |
17
KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
5. EXPLORATION AND EVALUATION ASSET
| Exploration and evaluation at cost Movement Opening balance Acquisition of West Tanami and Ravenswood North Projects(i) |
2021 $ 1,389,473 - 1,389,473 |
|---|---|
| 1,389,473 |
(i) On 23 April 2021, Killi Resources paid $3 in cash to Access Asia Mining Pte. Ltd for the acquisition of Access Australia Mining Pty Ltd, Iron Bull Bangemall Limited and Iron Bull International Holdings Pty Ltd, which held the West Tanami and Ravenswood Projects. Subsequently on 30 April 2021, the Company issued 63,588,812 Pre-Consolidation Shares (16,000,000 Post-Consolidation Shares) on to the vendors. The transaction was accounted for as an asset acquisition, rather than a business combination.
| Net assets acquired Cash and cash equivalents Trade and other receivables Exploration permits Related party loan payable Purchase Consideration Equity – post-consolidation shares at $0.10 per share Cash and cash equivalents Fair value uplift of net assets acquired |
$ 159,285 5,420 47,645 (1,820) 210,530 $ 1,600,000 3 1,600,003 1,389,473 |
|---|---|
18
KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
The value of the Group’s interest in carried forward exploration expenditure is dependent upon the continuance of the Group’s rights to tenure of the areas of interest, the results of future exploration, and the recoupment of costs through successful development and exploitation of the areas of interest, or alternatively, by their sale.
6. TRADE AND OTHER PAYABLES
| Accrued expenses Other payables Trade creditors Total Trade and Other Payables |
2021 $ 69,448 42,613 4,400 |
|---|---|
| 116,461 |
7. ISSUED CAPITAL
| No. of Shares | 2021 | |
|---|---|---|
| $ | ||
| Ordinary shares fully paid | 63,588,812 | 1,600,001 |
MOVEMENT IN SHARES ON ISSUE
| Ordinary shares at beginning of period Issue of 63,588,812 shares Share issue costs Closing Balance |
No. of Shares 2021 $ 1 1 63,588,812 1,600,000 - - |
|---|---|
| 63,588,813 1,600,001 |
19
KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
On 30 July 2021 the Group undertook a consolidation of its Shares on 1 for 3.974 basis ( Consolidation ) with the Company’s share capital consolidated to 16,000,000 Shares.
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Group, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.
Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Group.
8. RECONCILIATION OF NET LOSS AFTER INCOME TAX TO NET CASH FLOW FROM OPERATIONS
| Net loss after income tax Adjustments for: Depreciation and amortisation Write down of investments Change in operating assets and liabilities: (Increase)/Decrease in trade and other receivables Increase/(Decrease) in trade and other payables Net cash used in operating activities |
2021 $ (189,788) 5,530 6,201 (18,965) 90,948 (106,074) |
|---|---|
9. INCOME TAX EXPENSE
| (a) Income tax expense/(benefit) Current tax Current tax on profit/(loss) for the year Deferred income tax Other deferred tax assets and liabilities not recognised Total deferred tax expense/(benefit) Income tax expense/(benefit) |
2021 $ - - |
|---|---|
| - | |
| - |
20
KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
| (b) Numerical reconciliation of income tax expense/(benefit) to prima facie tax payable/(asset) Profit/(loss) from continuing operations before income tax expense/(benefit) Tax at the Australian tax rate of 30% Unrecognised carry forward losses Income tax expense/(benefit) (c) Tax Losses Unused tax losses for which no deferred tax assets have been recognised Potential tax benefit of 30% |
(189,788) (56,936) 56,936 |
|---|---|
| - | |
| (56,936) | |
| (56,936) |
10. EXPENDITURE COMMITMENTS
The Group has entered into certain obligations to perform minimum work on mineral tenements held. The Group is required to meet minimum expenditure requirements which are set out below. These may be varied or deferred on application and are expenditures expected to be met in the normal course of business
| Not later than one year Later than one year and not later than five years |
2021 $ 857,000 828,400 1,685,400 |
|---|---|
11. CONTINGENT LIABILITIES AND ASSETS
The Board is not aware of any other circumstances or information which leads them to believe there are any material contingent liabilities or assets outstanding as at 30 June 2021.
12. EVENTS AFTER BALANCE DATE
On 13 July 2021, the Group entered into a loan agreement with Paul L’Herpiniere, a Director of the Group. The outstanding loan balance payable of $50,000 is unsecured with no interest payable and no fixed terms of repayment.
On 30 July 2021 the Group undertook a consolidation of its Shares on 1 for 3.974 basis (Consolidation) with the Group’s share capital consolidated to 16,000,000 Shares.
21
KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
On 18 August 2021, Killi entered into an option and joint venture agreement with 1315795 B.C LTD (“Numberco”), under which Killi granted Numberco exclusive right and option to acquire an initial 38% interest in Killi’s Ravenswood Project ( First Option) . Pursuant to the option and joint venture agreement, Numberco agreed to pay the following as consideration for the First Option interest in the Ravenswood Project:
-
$200,000 cash consideration to Killi on or before 1 October 2021; and
-
Numberco must issue Killi with $850,000 worth of Numberco shares, on or before 31 December 2021.
On 19 August 2021, Killi surrendered exploration Licences E52/3141 and E52/3116 to FMG Resources Pty Ltd (“FMG”). FMG have applied for a Replacement Tenement (exploration licence E52/3831). Details of the surrender are as follows:
-
FMG will pay Killi a deferred consideration payment of $100,000 (plus GST) if FMG is the holder of the Replacement Tenement on the date which is 3 years after the date of grant;
-
FMG will pay to Killi a deferred consideration payment of $100,000 (plus GST) if FMG is the holder of the Replacement Tenement on the date which is 5 years after the date of grant;
-
The parties agree that no further consideration will be payable by FMG for the surrender of the Exploration Licences or any other obligations of Killi under the Letter Agreement; and
-
Unless otherwise required by law, FMG must not surrender any part or whole of the Replacement Tenement without first, if the part or whole of the Replacement Tenement proposed to be surrendered is capable of being transferred, offering in writing to transfer the part or whole of the Replacement Tenement to Killi for $1.
On 15 October 2021, the Group issued the first tranche of 800,000 shares at $.10 per share (First Tranche Seed Shares) to raise $80,000. On 2 November 2021, the Group issued the second tranche of 5,200,000 shares at $0.10 per share (Second Tranche Seed Shares) to raise a further $520,000.
The impact of the Coronavirus (COVID-19) pandemic is ongoing, and it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.
22
KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
13. FINANCIAL INSTRUMENTS
Financial risk management objectives
The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk and beta analysis in respect of investment portfolios to determine market risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the consolidated entity's operating units. Finance reports to the Board on a monthly basis.
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
The Group is not exposed to any significant interest rate risk at reporting period.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The Group obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group does not hold any collateral.
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information that is available.
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KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Following the Group’s anticipated admission to the ASX, and the expected raise of $6,000,000 before costs,
the Company will manage liquidity risk by maintaining adequate cash reserves by continuously monitoring forecast and actual cash flows.
The Company’s liquidity risk arises from other financial liabilities and trade and other payables, together comprising the Company’s financial liabilities.
Financial liabilities maturing profiles as follows:
| Less than 6 months 6 months to 1 year Later than 1 year but not later than 5 years Over 5 years Total |
2021 $ 116,461 - - - |
|---|---|
| 116,461 |
These liabilities existing at 30 June 2021 are planned to be settled through the $6,000,000 (before costs) equity raise.
Fair Values
Fair values versus carrying amounts
The fair values of financial assets and financial liabilities, together with the carrying amounts shown in the statement of financial position, are as follows:
| ment of financial position, are as follows: | |
|---|---|
| Trade and other receivables Trade and other payables |
2021 Carrying amount Fair Value 83,990 83,990 116,461 116,461 |
| 200,451 200,451 |
The Directors consider the carrying amount of the financial assets and financial liabilities to be a reasonable approximation of their fair value on account of the short maturity cycle
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KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
14. RELATED PARTY TRANSACTIONS
Parent entity
Killi Resources Limited is the parent entity.
Subsidiaries
The consolidated financial statements include the financial statements of Killi Resources Limited and the subsidiaries listed below:
| Country of Incorporation % Equity Interest Principal Activity | Country of Incorporation % Equity Interest Principal Activity | Country of Incorporation % Equity Interest Principal Activity | |
|---|---|---|---|
| Access Mining Australia Pty Ltd | Australia | 100% | Operating subsidiary |
| Iron Bull Bangemall Ltd (IBB) | Australia | 100% | Operating subsidiary |
| Iron Bull International Holdings Limited | Australia | 100% | Operating subsidiary |
Key Management Personnel
Disclosures relating to key management personnel are set out in Note 17.
Related party
| Related party | |
|---|---|
| Related party – director loan | 2021 |
| $ | |
| Revenue – loan forgiveness | 1,820 |
| Terms and conditions |
All transactions were made on normal commercial terms and conditions and at market rates.
| 15. AUDITOR’S REMUNERATION Audit Services Amounts accrued for services to be provided by HLB Mann Judd An audit and review of the financial reports of the Group Other assurance services (independent limited assurance report) Total remuneration for audit & non-audit services |
2021 $ 9,500 11,000 |
|---|---|
| 20,500 |
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KILLI RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021
16. PARENT ENTITY
| Assets Current assets Non-current assets Total Assets Liabilities Current liabilities Total Liabilities Equity Issued capital Accumulated losses Total Equity Loss for the year Total Comprehensive Loss |
2021 $ 1,350 1,444,236 |
|---|---|
| 1,445,586 | |
| 35,373 | |
| 35,373 | |
| 1,600,001 (189,788) |
|
| 1,410,213 | |
| (189,788) | |
| (189,788) |
17. DIRECTOR AND EXECUTIVE DISCLOSURES
Details of Key Management Personnel
-
Paul L’Herpiniere – Director (appointed 21 January 2021)
-
Geoffrey McNamara – Director (appointed 21 January 2021)
-
Peter Stuntz – Director (appointed 21 January 2021)
-
Sonu Cheema – Director and Company Secretary (appointed 30 April 2021)
-
Jason Rogers – Director (appointed 2 July 2021)
Compensation of Key Management Personnel
None of the directors, or their related entities received any fees or benefits during the period ended 30 June 2021.
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KILLI RESOURCES LIMITED DIRECTOR’S DECLARATION FOR THE PERIOD ENDED 30 JUNE 2021
In the Director’s 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 the 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 Group’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
Singed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001
On behalf of the directors
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Richard Bevan
Non-executive Chairman 11 November 2021
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INDEPENDENT AUDITOR’S REPORT
To the members of Killi Resources Limited (formerly Access Australia Minerals Ltd)
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Killi Resources Limited (“the Company”) and its controlled entities (“the Group”), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the period 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:
-
a) giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the period then ended; and
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b) complying with Australian Accounting Standards and the Corporations Regulations 2001
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 (a) in the financial report, which indicates that a material uncertainty exists that may cast significant doubt on the entity’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the information included in the Group’s financial report for the period ended 30 June 2021, but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.
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.
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If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the 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 have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
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Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
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- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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HLB Mann Judd N G Neill Chartered Accountants Partner
Perth, Western Australia 11 November 2021
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