KINGFISHER MINING LTD — Annual Report 2020

Dec 8, 2020

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ABN: 96 629 675 216

ANNUAL REPORT

For the Year Ended 30 June 2020

CONTENTS
CORPORATE DIRECTORY	1
DIRECTORS’ REPORT	2
AUDITOR’S INDEPENDENCE DECLARATION	10
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME	11
STATEMENT OF FINANCIAL POSITION	12
STATEMENT OF CHANGES IN EQUITY	13
STATEMENT OF CASH FLOWS	14
NOTES TO THE FINANCIAL STATEMENTS	15
DIRECTORS’ DECLARATION	26
INDEPENDENT AUDITOR’S REVIEW REPORT	27

Kingfisher Mining Limited

CORPORATE DIRECTORY

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DIRECTORS

Warren Hallam Non-Executive Chairman James Farrell Executive Director Adam Schofield Non-Executive Director Scott Huffadine Non-Executive Director

SECRETARY

Stephen Brockhurst

REGISTERED AND BUSINESS OFFICE

Level 11, London House 216 St Georges Terrace Perth WA 6000 Telephone: +61 8 9481 0389 Facsimile: +61 8 9463 6103

WEBSITE & EMAIL

www.kingfishermining.com.au info@kingfishermining.com.au

AUDITORS

Criterion Audit Pty Ltd Suite 2 642 Newcastle Street Leederville WA 6007

BANKER

National Australia Bank 1232 Hay Street West Perth WA 6005

LEGAL ADVISORS

HWL Ebsworth Level 20 240 St Georges Terrace PERTH WA 6000

SHARE REGISTRY

Automic Registry Services Pty Ltd Level 2 267 St Georges Terrace Perth WA 6000 Telephone: +61 8 9324 2099

Kingfisher Mining Limited

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DIRECTORS’ REPORT

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Your Directors submit the financial report of the Company for the year ended 30 June 2020.

DIRECTORS

The names of Directors who held office during or since the end of the year:

Name	Title
Warren Hallam	Non-Executive Chairman
James Farrell	Executive Director (appointed 5 August 2020)
Adam Schofield	Non-Executive Director
Scott Huffadine	Non-Executive Director

COMPANY SECRETARY

Name	Title
Stephen Brockhurst	CompanySecretary

PRINCIPAL ACTIVITIES

During the financial year the principal activities of the Company consisted of identifying and acquiring assets to support the Company’s ASX listing, with the Company completing a sale agreement to purchase tenments E08/2945, E09/2242, E09/2319, E09/2320 and E09/2349 on 12 June 2020

REVIEW OF RESULTS

The profit after tax for the year ended 30 June 2020 was $24,771 (2019: $303,200 loss).

DIVIDENDS

No dividends were paid or declared during the year ended 30 June 2020 (2019: Nil).

CORPORATE

Exploration company Kingfisher Mining Limited (‘Kingfisher’ or ‘the Company’) was incorporated on 29 October 2018. During the year 500,000 shares at $0.02 each were issued.

COVID-19 IMPACTS

The impacts of COVID-19 on the Company were not significant.

Kingfisher Mining Limited

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DIRECTORS’ REPORT continued

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DIRECTORS’ QUALIFICATIONS AND EXPERIENCE

The Directors’ qualifications and experience are set out below:

Current Directors

Director	Details
Warren Hallam
Qualifications	MSc(Min. Econ),BAppSci(Metallurgy),GradDip (Fin)
Position	Non-Executive Chairman
Appointment Date	4 December 2018
Resignation Date	N/A
Length of Service	1year 6 months
Biography	Mr Hallam is a Metallurgist and a Mineral Economist and holds a Graduate Diploma in Finance. Mr Hallam has considerable technical, managerial and financial experience across a broad range of commodities being predominantlycopper,nickel,tin, gold and iron ore.
Current ASX Listed Directorships	Nelson Resources Limited Essential Metals Limited
Former ASX Listed Directorships	Metals X Limited Capricorn Metals Limited Millenium Minerals Limited
James Farrell
Qualifications	BSc(Hon)Geology,Grad Cert Business, (MAusIMM(CP),MAIG,GAICD
Position	Executive Director
Appointment Date	5 August 2020
Resignation Date	N/A
Length of Service	N/A
Biography	Mr Farrell is an exploration and resource development geologist with more than 18 years’ experience in the resource industry in Australia, Africa and Asia. Mr Farrell has significant experience with project generation, multidisciplinary project development studies, project development strategy and technical due diligence for company mergers, project acquisition andproject divestment.
Current ASX Listed Directorships	Nil
Former ASX Listed Directorships	Nil

Kingfisher Mining Limited

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DIRECTORS’ REPORT continued

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Adam Schofield
Qualifications	Dip (MechEng)
Position	Non-Executive Director
Appointment Date	29 October 2018
Resignation Date	N/A
Length of Service	1year 8 months
Biography	Mr Schofield is an Executive Director with over 20 years’ experience in the resources sector in Africa and Australia. He is a Mechanical Engineer with significant experience in conducting feasibility studies and taking projects from feasibility stage into operations. Mr Schofield has an extensive experience ingold,mineral sands,iron ore and copper.
Current ASX Listed Directorships	Nelson Resources Limited
Former ASX Listed Directorships	N/A
Scott Huffadine
Qualifications	BSc(Hons)
Position	Non-Executive Director
Appointment Date	1 March 2019
Resignation Date	N/A
Length of Service	1year 4 months
Biography	Mr Huffadine holds a Bachelor of Science with Honours. Mr Huffadine is a Geologist with more than 20 years’ experience in the resource industry, specifically project management, geology and executive management. Mr Huffadine has held several key management positions ranging from operational start-ups involving open pit and underground mining projects, through to large integrated operations in gold and base metals. He was previously Managing Director of Kingsrose Mining Limited, an Executive Director of Metals X Limited and Managing Director of Westgold Resources Limited. He is also a Director of Pantoro(PNR:ASX).
Current ASX Listed Directorships	Pantoro Limited
Former ASX Listed Directorships	Nil

MEETINGS OF DIRECTORS

The number of meetings held during the year and the number of meetings attended by each Director was as follows:

	Board
Number of Meetings Held	2
Number of Meetings Attended:
Warren Hallam	2
Adam Schofield	2
Scott Huffadine	2

Kingfisher Mining Limited

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DIRECTORS’ REPORT continued

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SHARES UNDER OPTION

There are 6,250,000 unissued ordinary shares of the Company under option at the date of this report.

SHARES ISSUED ON THE EXERCISE OF OPTIONS

There were no ordinary shares of the Company issued during the financial year ended 30 June 2020 and up to the date of this report on the exercise of options.

DIRECTORS’ INTERESTS AND BENEFITS

The movement during the reporting year in the number of fully paid ordinary shares of the Company held directly, indirectly or beneficially, by each Director or key management personnel, including their personally-related entities is as follows:

Director	No. Shares Held at 30 June 2019	Purchases	Exercise of Options	Other Changes	No. Shares Held at 30 June 2020	No. Shares Held at Date of this Report
Warren Hallam
Directly	-	-	-	-	-	-
Indirectly	1,000,000	500,000	-	-	1,500,000	1,850,000
James Farrell1
Directly	-	-	-	-	-	1,350,000
Indirectly	-	-	-	-	-	-
Adam Schofield
Directly	1,000,001	-	-	-	1,000,001	1,350,001
Indirectly	-	-	-	-	-	-
Scott Huffadine
Directly	-	-	-	-	-	-
Indirectly	1,000,000	-	-	-	1,000,000	1,100,000
Total	3,000,001	500,000	-	-	3,500,001	5,650,001

1 Appointed 5 August 2020.

Kingfisher Mining Limited

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DIRECTORS’ REPORT continued

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The movement during the reporting year in the number of options over ordinary shares of the Company held directly, indirectly or beneficially, by each Director or key management personnel, including their personally-related entities is as follows:

Director	No. Options Held at 30 June 2019	Grant of Options	Exercise of Options	Cancellation of Options	No. Options Held at 30 June 2020	No. Options Held at Date of this Report
Warren Hallam
Directly	-	-	-	-	-	-
Indirectly	500,000	-	-	-	500,000	1,000,000
James Farrell2
Directly	-	-	-	-	-	2,000,000
Indirectly	-	-	-	-	-	-
Adam Schofield
Directly	500,000	-	-	-	500,000	1,000,000
Indirectly	-	-	-	-	-	-
Scott Huffadine
Directly	-	-	-	-	-	-
Indirectly	500,000	-	-	-	500,000	1,000,000
Total	1,500,000	-	-	-	1,500,000	5,000,000

On 6 October 2020 the Company granted 5,000,000 options exercisable at $0.25 expiring 3 years from ASX listing date to Directors.

REMUNERATION REPORT

Introduction

The Directors present the Remuneration Report for the Company for the year ended 30 June 2020. This Remuneration Report forms part of the Directors’ Report in accordance with the requirements of the Corporations Act 2001 and its regulations. For the purposes of this report, Key Management Personnel (“KMP”) of the Company are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Parent Entity.

Remuneration Policy

The Company Constitution provides that the remuneration of non-executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The remuneration of executive Directors will be fixed by the Directors and may be paid by way of fixed salary or consultancy fee.

Remuneration Report Approval at FY2020 AGM

The remuneration report for the year ended 30 June 2020 will be put to shareholders for approval at the Company’s AGM which will be held in late 2020.

2 Appointed 5 August 2020.

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DIRECTORS’ REPORT continued

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Details of Remuneration

Details of the remuneration of the Directors, other key management personnel of the Company and specified executives of the Company for the year ended 30 June 2020 respectively are set out on the following tables:

				Fixed		STI	LTI	Total	Proportion of Remuneration	Proportion of Remuneration	Proportion of Remuneration
	Year	Salary fees and leave $	Other fees$	Term- ination Payment $	Super- annuation $	Incentive Payments $	Fair value of Share Options (equity settled) $	$	Fixed %	STI %	LTI %
Non- Executive Directors
Adam Schofield	2020	-	-	-	-	-	-	-	-	-	-
	2019	16,000	-	-	1,520	-	64,500	82,020	-	-	100%
Scott Huffadine3	2020	-	-	-	-	-	-	-	-	-	-
	2019	16,000	-	-	1,520	-	64,500	82,020	-	-	100%
Donald Thomson4	2020	-	-	-	-	-	-	-	-	-	-
	2019	-	-	-	-	-	-	-	-	-	-
Total Non- Executive Directors	2020	-	-	-	-	-	-	-	-	-	-
	2019	32,000	-	-	3,040	-	129,000	164,040	-	-	100%
Executive Directors
Warren Hallam	2020	-	-	-	-	-	-	-	-	-	-
	2019	17,100	-	-	1,624	-	64,500	83,224	-	-	100%
Brent Palmer5	2020	-	-	-	-	-	-	-	-	-	-
	2019	-	-	-	-	-	-	-	-	-	-
Total Executive Directors	2020	-	-	-	-	-	-	-	-	-	-
	2019	17,100	-	-	1,624	-	64,500	83,224	-	-	100%

The fees from 2019 were forgiven and the accrual reversed during the 2020 year.

Share Based Compensation

No ordinary shares in the Company were provided as a result of an exercise of remuneration options to Directors and other key management personnel of the Company in this reporting year.

End of Audited Remuneration Report.

3 Appointed 1 March 2019.

4 Resigned 20 November 2018.

5 Resigned 23 May 2019. Options issued were cancelled subsequent to year end.

Kingfisher Mining Limited

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DIRECTORS’ REPORT continued

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ENVIRONMENTAL REGULATION

The Company is subject to significant environmental and monitoring requirements in respect of its natural resources exploration activities. The Directors are not aware of any significant breaches of these requirements during the year.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

There are no likely development of which the Directors are aware of which could be expected to significantly affect the results of the Company’s operations in subsequent financial periods not otherwise disclosed in the ‘Principal activities’ and ‘Review of operations’ or the ‘Significant events after the balance sheet date’ sections of the Directors’ report.

INDEMNIFICATION AND INSURANCE OF OFFICERS

The Company has agreed to indemnify all of the Directors of the Company for any liabilities to another person (other than the Company or related body corporate) that may arise from their position as Directors of the Company and its controlled entities, except where the liability arises out of conduct involving a lack of good faith.

During the financial year the Company paid a premium in respect of a contract insuring the Directors and officers of the Company and its controlled entities against any liability incurred in the course of their duties to the extent permitted by the Corporations Act 2001 . The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

PROCEEDINGS ON BEHALF OF THE COMPANY

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

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001 .

CORPORATE GOVERNANCE

The Board intends to set measurable objectives for achieving diversity, specifically including gender diversity and will review and report on the effectiveness and relevance of these measurable objectives. However, due to the current size of the Board and management, these measurable objectives have not yet been set. A performance evaluation of the Board and individual Directors was not undertaken during the year due to the current size of the Board and the infancy of the Company.

Kingfisher Mining Limited

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DIRECTORS’ REPORT continued

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NON AUDIT SERVICES

Criterion Audit Pty Ltd was appointed as the Company’s auditor on 30 October 2018 and has not provided any non-audit services to the Company since its appointment.

EVENTS SUBSEQUENT TO REPORTING DATE

There are no matters or circumstances have arisen since the end of the year which will significantly affect, or may significantly affect, the state of affairs or operations of the reporting entity in future financial periods other than the following:

• On 5 August 2020 James Farrell was appointed as Managing Director;

• On 13 August 2020 the Company issued 1,000,000 seed shares at $0.01 per share;

• On 13 August 2020 the Company issued 2,500,000 vendor shares at $0.01 per share;

• On 14 August 2020 the Company issued 500,000 seed shares at $0.02 per share;

• On 14 August 2020 the Company issued 250,000 seed shares at $0.02 per share;

• On 6 October 2020 the Company cancelled the remaining 1,500,000 options exercisable at $0.20 expiring 4 years from ASX listing date;

• On 6 October 2020 the Company granted 5,000,000 options exercisable at $0.25 expiring 3 years from ASX listing date to Directors;

• On 6 October 2020 the Company granted 1,250,000 options exercisable at $0.25 expiring 3 years from ASX listing date to the vendors; and

• On 7 October 2020 the Company issued 250,000 seed shares at $0.10 per share.

AUDITOR’S DECLARATION OF INDEPENDENCE

The auditor’s independence declaration for the year ended 30 June 2020 has been received and is included within the financial statements.

This report is made in accordance with a resolution of Directors, pursuant to section 306(3) of the Corporation Act 2001. Signed in accordance on behalf of the Directors.

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________ Warren Hallam Executive Chairman

8 October 2020

Kingfisher Mining Limited

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Criterion Audit Pty Ltd

ABN 85 165 181 822 PO Box 233 LEEDERVILLE WA 6902

Suite 2, 642 Newcastle Street LEEDERVILLE WA 6007

Phone: 6380 2555 Fax: 9381 1122

To The Board of Directors

Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

As lead audit director for the audit of the financial statements of Kingfisher Mining Ltd for the year ended 30 June 2020, I declare that to the best of my knowledge and belief, there have been no contraventions of:

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

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

Yours faithfully

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CHRIS WATTS CA Director

CRITERION AUDIT PTY LTD

DATED at PERTH this 8[th] day of October 2020

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Liability limited by a scheme approved under Professional Standards Legislation

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2020

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Note Revenue Accounting fees Compliance fees Consultancy fees Directors’ remuneration Exploration expenditure IT expenses Marketing expenses Occupancy expenses Other expenses Share based payments expense 9 Travel expenses Profit/(loss) before tax Income tax benefit/(expense) 3 Net profit/(loss)for the year from operations Other comprehensive income Total comprehensive profit/(loss)for the year Basic profit/(loss) per share (cents)	Company 30 June 2020 $ Company 30 June 2019 $ 6 12 (5,936) (6,000) (9,570) (13,350) (5,796) (6,000) 53,764 (53,764) (9,579) (11,545) - (3,803) (4,117) (3,527) 6,000 (8,000) (1) (1,523) - (193,500) - (2,200)
	24,771 (303,200) - -
	24,771 (303,200)
	- -
	24,771 (303,200)
	0.53c (15.24c)

The accompanying notes form part of these financial statements.

Kingfisher Mining Limited

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STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2020

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Note ASSETS Current Assets Cash and cash equivalents 4 Trade and other receivables 5 Other assets 6 Total Current Assets Total Assets LIABILITIES Current Liabilities Trade and other payables 7 Total Current Liabilities Total Liabilities Net Liabilities EQUITY Contributed equity 8 Reserves 9 Accumulated losses Total Equity	Company 30 June 2020 $ Company 30 June 2019 $ 555 15,091 41 2,852 14,255 16,370
	14,851 34,313
	14,851 34,313
	44,779 99,012
	44,779 99,012
	47,779 99,012
	(29,928) (64,699)
	55,001 45,001 193,500 193,500 (278,429) (303,200)
	(29,928) (64,699)

The accompanying notes form part of these financial statements.

Kingfisher Mining Limited

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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2020

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Company Note Balance at 30 June 2019 Equity issues 8 Share based payments 9 Profit/(loss) for the year Other comprehensive income Total comprehensive loss for the year Balance at 30 June 2020 Balance at 29 October 2018 Equity issues 8 Share based payments 9 Loss for the period Other comprehensive income Total comprehensive loss for the period Balance at 30 June 2019	Contributed Equity $ Share Based Payments Reserve $ Accumulated Losses $ Total $ 45,001 193,500 (303,200) (64,699) 10,000 - - 10,000 - - - - - - 24,771 24,771 - - - -
	- - 24,771 24,771
	55,001 193,500 (278,429) (29,928)
	- - - - 45,001 - - 45,001 - 193,500 - 193,500 - - (303,200) (303,200) - - - -
	- - (303,200) (303,200)
	45,001 193,500 (303,200) (64,699)

The accompanying notes form part of these financial statements.

Kingfisher Mining Limited

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STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2020

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Note Cash flows from operating activities Payments to suppliers and employees Proceeds from receipt of interest Payment for exploration and evaluation assets Net cash (used in) operating activities 11 Cash flows from investing activities Net cash from / (used in) investing activities Cash flows from financing activities Proceeds from equity issues Net cash provided from financing activities Net increase in cash held Cash and cash equivalents at beginning of the year Cash and cash equivalents at year end 4	Company 30 June 2020 $ Company 30 June 2019 $ (17,723) (19,574) 6 12 (6,819) (10,348)
	(24,536) (29,910)
	- -
	- -
	10,000 45,001
	10,000 45,001
	(14,536) 15,091 15,091 -
	555 15,091

The accompanying notes form part of these financial statements.

Kingfisher Mining Limited

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

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1. Corporate information

This annual report covers Kingfisher Mining Limited (the “Company”), a company incorporated in Australia on 29 October 2018 for the year ended 30 June 2020. The presentation currency of the Company is Australian Dollars (“$”). A description of the Company’s operations is included in the review and results of operations in the Directors’ Report. The Directors’ Report is not part of the financial statements. The Company is a for-profit entity and limited by shares incorporated in Australia. The financial statements were authorised for issue on 8 October 2020 by the Directors of the Company. The Directors have the power to amend and reissue the financial statements. The principal accounting policies adopted in the preparation of the financial statements are set out below.

2. Accounting policies

a. Basis of preparation

This general purpose financial report has been prepared in accordance with Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 . Kingfisher Mining Limited is a for-profit entity for the purpose of preparing the financial statements. The financial statements are presented in Australian dollars and have been prepared under the historical cost convention.

b. Going concern

The annual financial report has been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Company incurred a profit from ordinary activities of $24,771 for the year ended 30 June 2020 (2019: $303,200 loss) and net cash outflows from operating activities of $24,536 (2019: $29,910). The net working capital deficit position of the Company at 30 June 2020 was $29,928 (2019: $64,699). The ability of the Company to continue to pay its debts as and when they fall due is principally dependent upon the Company successfully raising additional share capital and the successful listing of the Company on the ASX. These conditions indicate a material uncertainty that may cast significant doubt about the ability of the Company to continue as a going concern. The Directors have prepared a cash flow forecast, which indicates that the Company will have sufficient cash flows to meet all commitments and working capital requirements for the 12 month period from the date of signing this financial report. Based on the cash flow forecasts and other factors referred to above, the Directors are satisfied that the going concern basis of preparation is appropriate.

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NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 30 JUNE 2020

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2. Accounting policies (continued)

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

d. Comparatives

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

e. Significant management judgement in applying accounting policies and estimate uncertainty

When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. Information about significant judgements, estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expense is provided below.

i. Exploration and evaluation expenditure

The application of the Company’s accounting policy for exploration and evaluation expenditure requires judgement in determining whether it is likely that future economic benefits are likely either from future exploitation or sale or where activities have not reached a stage which permits a reasonable assessment of the existence of reserves.

d. New or amended Accounting Standards and Interpretations adopted

In the year ended 30 June 2020, the Company has reviewed all of the new and revised Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are relevant to its operations and effective for the current annual reporting year. It has been determined by the Company that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change is necessary to the Company accounting policies as this is the Company’s first financial report since incorporation.

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NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 30 JUNE 2020

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2. Accounting policies (continued)

e. New accounting standards and interpretations

Reference	Title	Application date of standard
AASB 16	Leases This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard replaces AASB 117 ‘Leases’ and for lessees will eliminate the classifications of operating leases and finance leases. Subject to exceptions, a ‘right-of-use’ asset will be capitalised in the statement of financial position, measured as the present value of the unavoidable future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12 months or less and leases of low-value assets (such as personal computers and small office furniture) where an accounting policy choice exists whereby either a ‘right-of-use’ asset is recognised or lease payments are expensed to profit or loss as incurred. A liability corresponding to the capitalised lease will also be recognised, adjusted for lease prepayments, lease incentives received, initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs. Straight-line operating lease expense recognition will be replaced with a depreciation charge for the leased asset (included in operating costs) and an interest expense on the recognised lease liability (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results will be improved as the operating expense is replaced by interest expense and depreciation in profit or loss under AASB 16. For classification within the statement of cash flows, the lease payments will be separated into both a principal (financing activities) and interest (either operating or financing activities) component. For lessor accounting, the standard does not substantially change how a lessor accounts for leases. The Company has adopted this standard since incorporation. The Company has assessed the impact as nil due to there currently being no leases. As and when the Company enters into lease agreements, it will account for them in accordance with AASB 16.	1 January 2019

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NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 30 JUNE 2020

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	Company	Company
30	June 2020	30 June 2019
	$	$

3. Income tax benefit / (expense)

A reconciliation between the income tax expense and the product of accounting profit before income tax multiplied by the Company’s applicable income tax rate is as follows:

Loss before tax Statutory income tax rate for the Company at 27.5% Tax effect of amounts which are not deductible /(taxable) in calculating taxable income: Accrued expenses Other deductible expenses Other non-deductible expenses Unrecognised tax losses Income tax expense reported in the statement of comprehensive income	24,771 (303,200) 6,812 (83,380)
	2,338 2,200 (114) (837) - - (9,036) 82,017
	- -

Accounting policy

Income tax

Current income tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets and liabilities are recognised for all taxable temporary differences:

• Except for the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction affects neither the accounting profit nor taxable profit or loss; and

• In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred income tax to be recovered.

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NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 30 JUNE 2020

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3. Income tax benefit / (expense)

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

Goods and services and sales tax

Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (GST) except:

• Where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of the asset or as part of an item of expense; or

• For receivables and payables which are recognised inclusive of GST.

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

4. Cash and cash equivalents Cash at bank	Company 30 June 2020 $ Company 30 June 2019 $ 555 15,091
	555 15,091

Accounting policy

Cash and cash equivalents include cash on hand and in the bank, and other short-term deposits. Bank overdrafts are shown separately in current liabilities on the Statement of Financial Position. For the purposes of the Statement of Cash Flows, cash and cash equivalents as defined above, net of outstanding bank overdrafts.

5. Trade and other receivables

GST receivable	41 2,852
	41 2,852

Kingfisher Mining Limited

19

NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 30 JUNE 2020

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5. Trade and other receivables

Accounting policy

Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate method, less any impairment losses. This category generally applies to trade and other receivables. Trade and other receivables are generally due for settlement within no more than 30 days from the date of recognition. Due to their current nature, the carrying amount of trade and other receivables approximates fair value. The carrying amount of trade and other receivables is reduced through the use of an allowance account and the loss is recognised in the profit or loss.

6. Other assets Other receivables Prepaid expenses	Company 30 June 2020 $ Company 30 June 2019 $ 13,842 13,325 413 3,045
	14,255 16,370

Accounting policy

Other receivables relate to deferred capital raising expenses associated with the IPO, measured at cost..

7. Trade and other payables Accrued expenses Trade creditors	32,242 73,914 12,537 25,098
	44,779 99,012

Accounting policy

Trade and other payables amounts represent liabilities for goods and services provided to the entity prior to the end of the year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of invoice.

Kingfisher Mining Limited

20

NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 30 JUNE 2020

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8. Contributed equity Balance at beginning of year Share issue: 29 October 2018 Share issue: 12 December 2018 Share issue: 18 January 2019 Share issue: 8 March 2019 Share issue: 14 February 2020 Balance at end of year	Company 30 June 2020 Company 30 June 2019 No. $ No. $ 4,500,001 45,001 - - - - 1 1 - - 1,000,000 10,000 - - 2,500,000 25,000 - - 1,000,000 10,000 500,000 10,000 - -
	5,000,001 55,001 4,500,001 45,001

Ordinary shares

Ordinary shares have no par value and have the right to receive dividends as declared and, in the event of the winding up of the Company, to participate in proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on the shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company. Share capital represents the nominal value of shares that have been issued. Any transaction costs associated with the issuing of shares are deducted from share capital, net of any related income tax benefits.

9. Share based payments reserve Balance at beginning of year Share based payments1 Balance at end of year	Company 30 June 2020 $ Company 30 June 2019 $ 193,500 - - 193,500
	193,500 193,500

1On 23 January 2019 and 8 March 2019 the Company issued a total of 2,500,000 options exercisable at $0.25 expiring 4 years from date of ASX listing to Directors of the Company. On 23 May 2019 1,000,000 of these options were cancelled. The options have been valued using the Black-Scholes option valuation method. Inputs used include a share price of $0.20; volatility of 90%; and an interest rate of 1.91% associated the 4 year Australian government bond rate.

Kingfisher Mining Limited

21

NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 30 JUNE 2020

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10. Operating segments

The Company has determined operating segments based on the information provided to the Board of Directors. The Company operates predominantly in one business segment being the exploration for minerals in one geographic segment, being Australia.

Accounting policy

Operating segments are identified based on the internal reports that are regularly reviewed by the Board of Director’s, the Chief Operation Decision Maker, for the purpose of allocating resources and assessing performance. The adoption of this “management approach” has resulted in the identification of reportable segments.

	Company	Company
	30 June 2020	30 June 2019
	$	$
11. Reconciliation of cashflows from operating activities
Profit/(loss) before tax	24,771	(303,200)
Share based payments	-	193,500
Change in trade & other receivables	2,294	(16,177)
Change in other assets	2,632	(3,045)
Change in trade & other payables	(54,233)	99,012
Net cash used in operating activities	(24,536)	(29,910)

12. Events after the end of the reporting year

There are no matters or circumstances have arisen since the end of the year which will significantly affect, or may significantly affect, the state of affairs or operations of the reporting entity in future financial periods other than the following:

• On 5 August 2020 James Farrell was appointed as Managing Director;

• On 13 August 2020 the Company issued 1,000,000 seed shares at $0.01 per share;

• On 13 August 2020 the Company issued 2,500,000 vendor shares at $0.01 per share;

• On 14 August 2020 the Company issued 500,000 seed shares at $0.02 per share;

• On 14 August 2020 the Company issued 250,000 seed shares at $0.02 per share;

• On 6 October 2020 the Company cancelled the remaining 1,500,000 options exercisable at $0.20 expiring 4 years from ASX listing date;

• On 6 October 2020 the Company granted 5,000,000 options exercisable at $0.25 expiring 3 years from ASX listing date to Directors;

• On 6 October 2020 the Company granted 1,250,000 options exercisable at $0.25 expiring 3 years from ASX listing date to the vendors; and

• On 7 October 2020 the Company issued 250,000 seed shares at $0.10 per share.

Kingfisher Mining Limited

22

NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 30 JUNE 2020

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13. Commitments and contingencies a. Commitments relating to operating expenditures Not longer than 1 year More than 1 year but not longer than 5 years More than 5 years	Company 30 June 2020 $ Company 30 June 2019 $ 113,560 - 296,090 - - -
	409,650 -

b. Contingent assets

There are no contingent assets as at 30 June 2020.

• c. Contingent liabilities

There are no contingent liabilities as at 30 June 2020.

14. Financial instruments

Financial risk management objectives, policies and processes

The Company has exposure to the following risks from their use of financial instruments:

• credit risk,

• liquidity risk, and

• market risk (including gold price risk, interest rate and currency risk).

This note presents information about the Company’ exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk. The Board has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing each of these risks and they are summarised below. The Company’s principal financial instruments comprise cash. The main purpose of the financial instruments is to earn the maximum amount of interest at a low risk to the Company. The Company also has other financial instruments such as receivables and payables which arise directly from its operations. For the year under review, it has been the Company’s policy not to trade in financial instruments.

Kingfisher Mining Limited

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NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 30 JUNE 2020

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	Company	Company
30	June 2020	30 June 2019
	$	$

	Company 30 June 2020 $ Company 30 June 2019 $
14. Financial instruments (continued) Financial instruments Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities Trade and other payables	555 15,091 41 2,852
	596 17,943
	44,779 99,012
	44,779 99,012

Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company only transacts with entities that are rated the equivalent of investment grade and above. The Company’s exposure and the credit ratings of its counterparties are continuously monitored. Credit exposure is controlled by counterparty limits that are reviewed and approved by the Board annually. The Company does not have any significant credit risk exposure to the National Australia Bank. The credit risk on liquid funds is reduced because the counterparty is a bank with high credit rating assigned by international credit rating agencies.

Liquidity risk

Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate liquidity risk management framework for the management of the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves and banking facilities, determining when capital raising is required and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Company did not have any undrawn facilities at its disposal as at reporting date. The table below analyses the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Kingfisher Mining Limited

24

NOTES TO THE FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 30 JUNE 2020

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14. Financial instruments (continued)

Contractual maturities of financial liabilities

Details	>1 Year $	1-2 Years $	2-5 Years $	>5 Years $	Total $	Carrying Amount $
30 June 2020
Trade and other payables	12,537	-	-	-	12,537	12,537
Accrued expenses	32,242	-	-	-	32,242	32,242
Total	44,779	-	-	-	44,779	44,779
30 June 2019
Trade and other payables	25,098	-	-	-	25,098	25,098
Accrued expenses	73,914	-	-	-	73,914	73,914
Total	99,012	-	-	-	99,012	99,012

Market risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The Company does not have short or long-term debt and therefore the risk is minimal. The Company limits its exposure to credit risk by only investing in liquid securities and only with counterparties that have acceptable credit ratings.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Current financial assets and financial liabilities are generally not exposed to interest rate risk because of their short-term nature. The Company’s cash and cash equivalents at 30 June 2020 are fixed interest rate financial instruments. Therefore, they are not subject to interest rate risk.

Fair value measurements

The fair values of cash, receivables, trade and other payables approximate their carrying amounts as a result of their short maturity.

15. Related party transactions

Effective 1 March 2019 the Company entered into a sub-lease agreement with Nelson Resources Limited (a company of which both Warren Hallam and Adam Schofield are directors) for the occupancy of its premises. The transaction was on an arm’s length term, expiring 31 October 2020. On 4 February 2020 the sub-lease was cancelled and the rent expense was credited.

Kingfisher Mining Limited

25

DIRECTORS’ DECLARATION

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In the opinion of the Directors:

• a) the financial statements and notes set out on pages 11 to 25 are in accordance with the Corporations Act 2001 including:

• i. giving a true and fair view of the Company’s financial position as at 30 June 2020 and of the performance for the year ended 30 June 2020; and

• ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 ; and

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

This declaration is signed in accordance with a resolution of the Directors made pursuant to section 303(5) of the Corporations Act 2001 .

On behalf of the Directors

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________ Warren Hallam Executive Chairman

8 October 2020

Kingfisher Mining Limited

26

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Criterion Audit Pty Ltd ABN 85 165 181 822

PO Box 233 LEEDERVILLE WA 6902 Suite 2, 642 Newcastle Street LEEDERVILLE WA 6007

Independent Auditor’s Report

Phone: 6380 2555 Fax: 9381 1122

To the Members of Kingfisher Mining Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Kingfisher Mining Limited (“the Company”), which comprises the statement of financial position as at 30 June 2020, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration.

In our opinion:

• a. the accompanying financial report of Kingfisher Mining Limited is in accordance with the Corporations Act 2001 , including:

• i. giving a true and fair view of the Company’s financial position as at 30 June 2020 and of its financial performance for the year then ended; and

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

Material Uncertainty Regarding Continuation as a Going Concern

Without modifying our opinion above, we draw attention to Note 2(b) to the annual report, which indicates that the Company incurred a net profit of $24,771 and as of that date, the Company had a net working capital deficiency of $29,928 and net operating cash outflows of $24,536. These conditions, along with other matters as set forth in Note 2(b), indicate the existence of a material uncertainty that may cast significant doubt about the ability of the Company to continue as a going concern and whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

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 Company in accordance with the auditor independence requirements of the Corporations Act 2001 and

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Liability limited by a scheme approved under Professional Standards Legislation

the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We 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 is sufficient and appropriate to provide a basis for our opinion.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Company’s annual report for the year ended 30 June 2020, 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.

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 Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company 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.

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.

• 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 Company’s internal control.

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

• 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 Company’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 Company to cease to continue as a going concern.

• 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.

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.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2020.

In our opinion, the Remuneration Report of Kingfisher Mining Limited, for the year ended 30 June 2020, 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 s 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

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CRITERION AUDIT PTY LTD

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CHRIS WATTS CA Director

DATED at PERTH this 8[th] day of October 2020