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ROKEBY RESOURCES LIMITED Interim / Quarterly Report 2021

Mar 11, 2021

65707_rns_2021-03-11_83242e99-373e-4f14-b81c-e978e8ed95bd.pdf

Interim / Quarterly Report

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Inca Minerals Limited ACN 128 512 907

Half Year Financial Report For the half year ended 31 December 2020

Half year ended 31 December 2020

Inca Minerals Limited

CONTENTS

Corporate Particulars 1
Directors’ Report 2
Auditor’s Independence Declaration 4
Financial Report
Consolidated Statement of Profit or Loss and Other Comprehensive Income 5
Consolidated Statement of Financial Position 6
Consolidated Statement of Changes in Equity 7
Consolidated Statement of Cash Flows 8
Condensed Notes to the Consolidated Financial Statements 9
Directors’ Declaration 17
Independent Auditor’s Review Report 18

Half year ended 31 December 2020

Inca Minerals Limited

CORPORATE PARTICULARS

Directors

Directors Mr Ross Brown - Managing Director Mr Gareth Lloyd Dr Jonathan West Company Secretary Malcolm Smartt Registered Office Suite 1, 16 Nicholson Road SUBIACO, WA, 6008, AUSTRALIA Corporate Office Suite 1, 16 Nicholson Road SUBIACO, WA, 6008, AUSTRALIA Share Registry Advanced Share Registry Ltd 110 Stirling Highway PERTH, WA, 6009, AUSTRALIA Auditor Stantons International Audit and Consulting Pty Ltd Level 2, 1 Walker Avenue WEST PERTH, WA, 6005, AUSTRALIA

Page 1

Half year ended 31 December 2020

Inca Minerals Limited

DIRECTORS’ REPORT

The Directors present their report on Inca Minerals Limited ( Inca or Company ) for the half year ended 31 December 2020.

Directors

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

Mr Ross Brown Dr Jonathan West Mr Gareth Lloyd

Directors were in office since the start of the financial year to the date of this report unless otherwise stated.

Review of Operations and Exploration Activities

The profit attributable to members of Inca Minerals Limited for the half year ended 31 December 2020 ( report period ) was $2,213,873 (2019: loss $687,868). No dividends were paid or declared payable during or since the report period.

During the report period the Company conducted a number of capital raisings which included the issue of 169,109,555 fully paid ordinary shares to raise $9,224,491 (before associated raising costs). Funds raised are to be used for drilling and exploration at the Group’s Australian and Peru-based projects and for working capital.

On 25 August 2020, the Company completed a 20:1 capital consolidation. The pre and post consolidation number of fully paid shares and options is 4,078,233,994 (shares), 716,058,395 (options – class A) and 203,911,338 (shares) and 35,802,920 (options) respectively. A single capital raising campaign (rights issue with two attaching options, classes B and C) was conducted post consolidation, which included the issue of 171,056,346 fully paid ordinary shares to raise ±$8.2M (after associated raising costs). Following the successful capital raising, the total number of shares and options currently on issue are 374,968,046 (shares), 35,802,744 (Class A options), 57,433,256 (Class B options) and 57,433,256 (Class C options). Funds raised are to be used for exploration at the Company’s Peru-based and Australian-based projects and for working capital.

The principal focus of the Company during the report period was exploration at the Company’s Greater Riqueza Project ( Riqueza ). The Share Subscription and Earn-in Agreement ( Earn-in Agreement ) with South32 Group Operations Pty Ltd ( South32 ) to fund exploration at Riqueza via a Peruvian project company called Brillandino Minerals S.A.C. ( Brillandino ), was terminated by South32 at the time of the market turmoil associated with the COVID-19 pandemic. South32’s withdrawal was prior to the completion of the independent review of exploration and drill target generation, which ultimately recommended more than 20 targets with over 20,000m’s of drilling.

In the wake of the South32 withdrawal the Company focussed on the finalisation of its epithermal, porphyry and skarn related drill targets. This work was completed and drill permitting for the NE Area of Riqueza had become by the close of the report period.

Page 2

Half year ended 31 December 2020

Inca Minerals Limited

DIRECTORS’ REPORT (continued)

The report period also saw the completion of the generation of an Australian project portfolio. In addition to the MaCauley Creek Project ( MaCauley Creek ), in northeast Queensland, the Frewena Fable Project ( Frewena ) and the Lorna May Project ( Lorna May ) both in the Northern Territory, Frewena East and Frewena Far East were acquired, forming with Frewena Fable, the Frewena Group Project. Also acquired were the Jean Elson and Hay River projects, forming with Lorna May, the East Arunta Group Project.

At the Frewena Group Project, the Company completed a government co-funded airborne geophysics magnetic and radiometric survey. The 25,888 line-kilometre survey was co-funded by the Northern Territory Department of Primary Industry and Resources ( NTPIR ) for one hundred thousand dollars ($100,000) under its Geophysics and Drilling Collaborations Program. At the end of the report period, the data is still being reviewed with the objective of delineating drill targets. Interim interpretations confirm the existence of known targets prospective for Iron Ore Copper Gold ( IOCG ) mineralisation.

A mapping and reconnaissance program was conducted the new Jean Elson Project. Known copper mineralisation and significant new occurrences of copper were discovered, which peak levels of copper at 10.3%. The mineralisation is associated with an array of iron-rich veins that occur over the width of 500m. This mineralised corridor is parallel to major structures in the area. Like Frewena, Jean Elson is highly prospective for IOCG, as well as orogenic gold.

Events Subsequent to Reporting Date

On 4 January 2021, the Company issued a total of 1,947,153 fully paid ordinary shares.

Other than as disclosed in this report, there have been no further material items, transactions or events subsequent to 31 December 2020 which, although they do not relate to conditions existing at that date, have not been dealt with in this report and which would cause reliance on the information shown in this report to be misleading.

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

The lead auditor’s independence declaration under Section 307C of the Corporations Act 2001 is set out on page 4 and forms part of the Directors’ Report for the half year ended 31 December 2020.

Signed in accordance with a resolution of the Directors.

==> picture [110 x 56] intentionally omitted <==

Ross Brown

Managing Director Dated at Perth this 11[th] day of March 2021.

Competent Person’s Statement

The information in this report that relates to mineralisation for the Greater Riqueza and Cerro Rayas Projects located in Peru, is based on information compiled by Mr Ross Brown BSc (Hons), MAusIMM, SEG, MAICD, Managing Director, Inca Minerals Limited, who is a Member of the Australasian Institute of Mining and Metallurgy. He has sufficient experience, which is relevant to the style of mineralisation and types of deposits under consideration, and to the activity which has been undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Brown is a fulltime employee of Inca Minerals Limited and consents to the report being issued in the form and context in which it appears.

Page 3

Stantons International Audit and Consulting Pty Ltd trading as

PO Box 1908 West Perth WA 6872 Australia

Chartered Accountants and Consultants

==> picture [174 x 22] intentionally omitted <==

Level 2, 1 Walker Avenue West Perth WA 6005 Australia

Tel: +61 8 9481 3188 Fax: +61 8 9321 1204

ABN: 84 144 581 519 www.stantons.com.au

11 March 2021

The Directors Inca Minerals Limited Unit 1, 16 Nicholson Road SUBIACO WA 6008

Dear Directors

RE: INCA MINERALS LIMITED

In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Inca Minerals Limited.

As the Audit Director for the review of the financial statements of Inca Minerals Limited for the half-year ended 31 December 2020, I declare that to the best of my knowledge and belief, there have been no contraventions of:

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

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

Yours sincerely STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (Trading as Stantons International) (Authorised Audit Company)

==> picture [164 x 54] intentionally omitted <==

Samir Tirodkar Director

==> picture [112 x 26] intentionally omitted <==

Liability limited by a scheme approved under Professional Standards Legislation.

Half year ended 31 December 2020

Inca Minerals Limited

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the half year ended 31 December 2020

Note
Government grants received
Interest received
Total income
Write off loan payable to S32
Exploration and evaluation expenditure written off
3
Directors’ fees
Salaries and wages
Administrative expenses
Professional fees
Listing and share registry expenses
Environmental rehabilitation
Depreciation
Foreign exchange losses
Provision for impairment related to Peruvian Value Added Tax
Profit / (Loss) before income tax
Income tax expense
12
PROFIT / (LOSS) FOR THE PERIOD
OTHER COMPREHENSIVE INCOME FOR THE PERIOD
Items that will not be reclassified subsequently to profit or
loss
Items that may be reclassified subsequently to profit or loss
Exchange differences arising on translation of foreign
operations
TOTAL COMPREHENSIVE PROFIT / (LOSS) FOR THE PERIOD
Profit / (Loss) attributable to:
- Members of Inca Minerals Limited
Total Comprehensive Profit / (Loss) attributable to
- Members of Inca Minerals Limited
LOSS PER SHARE
Basic and diluted profit / (loss) per share (cents per share)
31 December
2020
31 December
2019
$
$
136,815
738
284
137,553
284
2,946,615
-
(15,761)
-
(39,062)
(35,145)
(76,769)
(76,861)
(198,301)
(312,080)
(93,352)
(63,340)
(102,455)
(67,215)
(37,161)
(33,075)
(8,786)
(17,092)
(238,036)
(5,405)
(60,612)
(77,939)
2,213,873
(687,868)
-
-
2,213,873
(687,868)
(863,174)
(140,542)
1,350,699
(828,410)
2,213,873
(687,868)
1,350,699
(828,410)
0.16
(0.02)

The accompanying notes form an integral part of these financial statements.

Page 5

Half year ended 31 December 2020

Inca Minerals Limited

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2020

Note
Assets
Current Assets
Cash and cash equivalents
Trade and other receivables
2
Total Current Assets
Non-Current Assets
Plant and equipment
Exploration and evaluation expenditure
3
Right-of-use asset
Total Non-Current Assets
Total Assets
Liabilities
Current Liabilities
Lease liability
Trade and other payables
Funding in Advance
Provisions
Total Current Liabilities
Non-Current Liabilities
Lease liability
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed equity
4
Accumulated losses
Foreign currency translation reserve
Share option reserve
Total Equity
31 December
2020
$


7,196,400
93,170
7,289,570


174,358
9,194,490
35,389
9,404,237
16,693,807



21,986
89,648
-
94,768
206,402

14,237
14,237

220,639
16,473,168


49,891,081
(32,535,026)
(997,891)
115,004
16,473,168
30 June
2020
$
732,856
31,431
764,287
207,841
9,118,246
42,467
9,368,554
**10,132,841 **
14,117
144,916
3,121,977
114,064
3,395,074
29,076
**29,076 **
**3,424,150 **
**6,708,691 **
41,559,456
(34,748,899)
(134,717)
32,851
**6,708,691 **

The accompanying notes form an integral part of these financial statements.

Page 6

Half year ended 31 December 2020

Inca Minerals Limited

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the half year ended 31 December 2020

Balance at 1 July 2019
Loss attributable to members
of the Company
Other comprehensive income
for the period
Total comprehensive
income/(loss) for the period
Shares issued
Cost of share issue
Issue of Share Options
Balance at 31 December 2019
Balance at 1 July 2020
Profit attributable to members
of the Company
Other comprehensive income
for the period
Total comprehensive
income/(loss) for the period
Shares issued
Cost of share issue
Issue of Share Options
Balance at 31 December 2020
Contributed
Equity
Accumulated
Losses
Foreign
Currency
Translation
Reserve
Share
Option
Reserve
$
$
$
$
Total Equity
$
39,543,924
(33,276,010)
244,294
-
6,512,208
-
(687,868)
-
-
-
-
(140,542)
-
(687,868)
(140,542)
-
(687,868)
(140,542)
-
(828,410)
2,265,890
-
-
-
(288,015)
-
-
-
-
-
-
32,851
2,265,890
(288,015)
32,851
41,521,799
(33,963,878)
103,752
**32,851 **
7,694,524
41,559,456
(34,748,899)
(134,717)
32,851
**6,708,691 **
-
2,213,873
-
-
-
-
(863,174)
-
2,213,873
(863,174)
-
2,213,873
(863,174)
-
1,350,699
9,224,491
-
-
-
(892,866)
-
-
-
-
-
-
82,153
9,224,491
(892,866)
82,153
49,891,081
(32,535,026)
(997,891)
115,004
16,473,168

The accompanying notes form an integral part of these financial statements.

Page 7

Half year ended 31 December 2020

Inca Minerals Limited

CONSOLIDATED STATEMENT OF CASH FLOWS

For the half year ended 31 December 2020

Cash flows from Operating Activities
Payments to suppliers and employees
Interest received
Government grants received
Net cash (used in) operating activities
Cash flows from Investing Activities
Payments for exploration and evaluation expenditures
Payments for property, plant and equipment
Net cash (used in) investing activities
Cash flows from Financing Activities
Proceeds from share issue
Costs of share issue
Proceeds from S32 under Share Subscription and Earn-in
Agreement
Repayment of lease liability
Net cash provided by financing activities
Net increase in cash held
Effect of exchange rate changes on cash and cash
equivalents
Cash and cash equivalents at the beginning of the half
year
Cash and cash equivalents at the end of the half year
31 December
2020
31 December
2019
$
$
(342,564)
(265,733)
506
273
95,906
-
(246,152)
(265,460)
(1,436,571)
(1,806,704)
(8,330)
(6,591)
(1,444,901)
(1,813,295)
9,145,654
2,082,426
(811,758)
(256,697)
-
879,116
(7,978)
-
8,325,918
2,704,845
6,634,865
626,090
(171,321)
-
732,856
1,377,481
7,196,400
**2,003,571 **

The accompanying notes form an integral part of these financial statements.

Page 8

Half year ended 31 December 2020

Inca Minerals Limited

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the half year ended 31 December 2020

1. Basis of Preparation

These general purpose interim financial statements for the half year reporting period ended 31 December 2020 ( report period ) have been prepared in accordance with requirements of the Corporations Act 2001 and Australian Accounting Standard AASB 134: Interim Financial Reporting. The Company and its controlled entities ( Group or Consolidated Group ) are a for-profit entity for financial reporting purposes under Australian Accounting Standards.

This interim financial report is intended to provide users with an update on the latest annual financial statements for the Group. As such, it does not contain information that represents relatively insignificant changes occurring during the report period within the Group. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of the Group for the year ended 30 June 2020, together with any public announcements made during the report period.

The same accounting policies and methods of computation have been followed in this interim financial report as were applied in the most recent annual financial statements.

a) New and Revised Accounting Requirements Applicable to the Current Half year Reporting Period

Standards and Interpretations applicable to 31 December 2020

In the half-year ended 31 December 2020, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Group and effective for the half-year reporting periods beginning on or after 1 July 2020. As a result of this review, the Directors have applied all new and amended Standards and Interpretations that were effective as at 1 July 2020 including:

Conceptual Framework for Financial Reporting and relevant amending standards (Conceptual Framework)

The Group has adopted the Conceptual Framework with the date of initial application being 1 July 2020.

The revised Conceptual Framework includes some new concepts, provides updated definitions and recognition criteria for assets and liabilities and clarifies some important concepts. It is arranged in eight chapters, as follows:

  • Chapter 1 – The objective of financial reporting

  • Chapter 2 – Qualitative characteristics of useful financial information

  • Chapter 3 – Financial statements and the reporting entity

  • Chapter 4 – The elements of financial statements

  • Chapter 5 – Recognition and derecognition

  • Chapter 6 – Measurement

  • Chapter 7 – Presentation and disclosure

  • Chapter 8 – Concepts of capital and capital maintenance

Amendments to References to the Conceptual Framework in IFRS Standards has also been issued, which sets out the amendments to affected standards in order to update references to the revised Conceptual Framework. The changes to the Conceptual Framework may affect the application of IFRS in situations where no standard applies to a particular transaction or event. In addition, relief has been provided in applying IFRS 3 and developing accounting policies for regulatory account balances using IAS 8, such that entities must continue to apply the definitions of an asset and a liability (and supporting concepts) in the 2010 Conceptual Framework, and not the definitions in the revised Conceptual Framework.

Page 9

Half year ended 31 December 2020

Inca Minerals Limited

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the half year ended 31 December 2020

a) New and Revised Accounting Requirements Applicable to the Current Half year Reporting Period (continued)

At 1 July 2020 it was determined that the adoption of the Conceptual Framework had no impact on the Group.

AASB 2018-7 Definition of Material (Amendments to AASB 101 and AASB 108)

The Group has adopted AASB 2018-7 with the date of initial application being 1 July 2020.

This Standard amends AASB 101 Presentation of Financial Statements and AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors to align the definition of ‘material’ across the standards and to clarify certain aspects of the definition. The amendments clarify that materiality will depend on the nature or magnitude of information. An entity will need to assess whether the information, either individually or in combination with other information, is material in the context of the financial statements. A misstatement of information is material if it could reasonably be expected to influence decisions made by the primary users.

At 1 July 2020 it was determined that the adoption of AASB 2018-7 had no impact on the Group.

b) Principles of Consolidation

The consolidated financial statements incorporate all of the assets, liabilities and results of the parent (Inca Minerals Limited) and all of the subsidiaries. Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of the subsidiaries is provided in Note 11.

The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “noncontrolling interests". The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary's net assets on liquidation at either fair value or at the non-controlling interests' proportionate share of the subsidiary's net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of profit or loss and other comprehensive income.

Page 10

Half year ended 31 December 2020

Inca Minerals Limited

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the half year ended 31 December 2020

(c) Going Concern

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

For the half year ended 31 December 2020, the Group incurred a profit of $2,213,873 and had net cash inflows of $6,634,865.

The Directors believe that it is reasonably foreseeable that the Company will continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report after consideration of the following factors:

  • The ability of the company to raise capital by the issue of additional shares under the Corporations Act 2001 ; and

  • The ability to curtail administration and operational cash out flows as required.

2.
Trade and Other Receivables
Other receivables
Prepayments
3.
Exploration and Evaluation Expenditure
At cost
Balance at beginning of the period
Expenditure incurred (including foreign exchange rate movements)
Expenditure written off
Balance at end of the period
Consolidated
31 December
2020
30 June
2020
$
$
66,808
29,166
26,362
2,265
93,170
31,431
Consolidated
31 December
2020
30 June
2020
$
$
9,118,246
6,871,149
92,005
2,268,883
(15,761)
(21,786)
9,194,490
9,118,246

The ultimate recoupment of costs carried forward for exploration and evaluation phases is dependent on the successful development and commercial exploitation or sale of the respective mining areas.

Page 11

Half year ended 31 December 2020

Inca Minerals Limited

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half year ended 31 December 2020

4. Contributed equity


Contributed equity
Ordinary shares
Issued and fully paid
Movement in fully paid ordinary shares:
At 1 July 2020
Consolidation of shares at 20:1 25 August 2020
Issued at $0.055 per share 28 October 2020
Issued at $0.055 per share 30 October 2020
Issued at 30 October 2020
Issued at 30 October 2020
Issued at $0.05 per share 11 November 2020
Less: costs associated with issue of shares
At 31 December 2020
31 December 2020
30 June
2020
$
$
49,891,081
41,559,456
No. of Shares
31 December 2020
$
4,078,233,994
41,559,456
(3,874,322,656)
-
148,657,611
8,176,169
16,142,167
887,819
1,446,477
44,236
1,229,966
34,600
1,633,334
81,667
-
(892,866)
373,020,893
49,891,081

5. Segment Information

The Company has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The Company operates in the segments of mineral exploration within Peru and Australia. In the report period, the Company operated in mineral exploration in Australia and in Peru.

The Company is domiciled in Australia. All revenue from external parties is generated from Australia only. Segment revenues are allocated based on the country in which the party is located. All the assets are located in Peru and Australia. Segment assets are allocated to countries based on where the assets are located.

Reportable segments: Australia
Peru Consolidated
$
$ $
Segment revenue
December 2020
137,553 137,553
December 2019
284 - 284
Segment result
December 2020 (403,051) 2,616,924 2,213,873
December 2019 (252,241) (435,627) (687,868)
Segment assets
December 2020 8,025,290 8,668,517 16,693,807
June 2020 1,067,584 9,065,297 10,132,881
Segment liabilities
December 2020 (147,621) (73,018) (220,639)
June 2020 (184,794) (3,239,356) (3,424,150)
Depreciation and amortisation expense
December 2020
(7,448) (1,338) (8,786)
December 2019 (776) (16,316) (17,092)

Page 12

Half year ended 31 December 2020

Inca Minerals Limited

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the half year ended 31 December 2020

6. Events Subsequent to Reporting Date

On 4 January 2021, the Company issued a total of 1,947,153 fully paid ordinary shares.

Other than as disclosed in this report, there have been no further material items, transactions or events subsequent to 31 December 2020 which, although they do not relate to conditions existing at that date, have not been dealt with in this report and which would cause reliance on the information shown in this report to be misleading.

7. Contingent Liabilities There are no contingent liabilities at the reporting date.

8. Dividends

No dividends were paid or declared payable during or since the half year.

9. Expenditure Commitments

The Group has certain commitments to meet minimum expenditure requirements on the mineral exploration assets in which it has an interest. These commitments are optional and only required if the Company wishes to maintain its rights of earn-in or rights of tenure. Outstanding exploration commitments for not later than one year and for between one and five years are as follows:

Not later than one year
Between one and five years
Consolidated
31 December
2020
Consolidated
30 June
2020
$
$
1,399,512
1,492,082
6,075,321
5,993,580
7,474,833
7,485,662

The exploration expenditure commitments above include commitments related to agreements for the acquisition of interests in mining concessions pertaining to the Group’s Riqueza and Cerro Rayas projects in Peru. As at 31 December 2020 the Group has met all its obligations in respect of the agreements and all future exploration commitments are payable at the Group’s discretion and dependent upon the Group acquiring the exclusive rights to the mining concessions. The key terms of the agreements pertaining to concessions within the Riqueza and Cerro Rayas projects are set out below.

1. Riqueza Project: A 5-year mining concession transfer option and assignment agreement granting the Group the exclusive option to acquire 100% interest in a mining concession called Nueva Santa Rita and referred to as the Riqueza Project. The Group has the exclusive right to terminate at any time during the transfer option and assignment period and any unpaid amounts are not payable to the vendor.

On 31 October 2018, 17 May 2019 and 7 July 2020, the Group executed addendums to the option and assignment agreement extending the payment timing. The total consideration payable has been increased in US$15,000. The addendum extended the assignment period to 6 years from the commencement date.

Page 13

Half year ended 31 December 2020

Inca Minerals Limited

NOTES TO THE FINANCIAL STATEMENTS

For the half year ended 31 December 2020

Note 10: Expenditure Commitments (continued)

Other key terms are:

Total Mining Concession Transfer Option
& Assignment (MCTOA) Consideration
US$1,798,000:
-
US$10,000 (Mining Assignment); and,
-
US$1,788,000 (Mining Option).
Payment
Timing
of
MCTOA
Consideration
Mining Assignment Payment (MAP):
MAP Payment on Execution Date (ED): US$10,000
Mining Transfer Option Payments (
MTOP):
MTOP Payment on ED: US$30,000

MTOP Payment 6 months from ED: US$20,000
MTOP Payment 12 months from ED: US$50,000

MTOP Payment 18 months from ED: US$60,000
MTOP Payment 24 months from ED: US$50,000

MTOP Payment on or before November 15, 2018: US$31,500
MTOP Payment on or before December 15, 2018: US$31,500

MTOP Payment on or before 20 May 2019: US$10,000
MTOP Payment on or before 20 June 2019: US$20,000

MTOP Payment on or before 20 July 2019: US$70,000
MTOP Payment 42 months from ED: US$100,000

MTOP Payment on or before 30 May 2020: US$15,000
MTOP Payment on or before 30 September 2020: US$30,000

MTOP Payment on or before 30 December 2020: US$30,000*
MTOP Payment on or before 30 January 2021: US$30,000
MTOP Payment 60 months from ED: US$170,000
MTOP Payment 66 months from ED: US$520,000
MTOP Payment 72 months from ED: US$520,000
Mining assignment period 6 years from the Execution Date (19 May 2016).
NSR Royalty 2% NSR. The Group has a 20-year option to buy back 50% of the NSR
for US$1,000,000 leaving a 1% NSR to the vendor.
Cancellability The Group has the exclusive right to terminate at any time during
the option and assignment period without cost or penalty. Any
unpaid amounts are not payable to the vendor.
  • As at the date of the Directors’ Declaration, the Group has met all applicable commitments under the agreement.

2. Cerro Rayas Project - La Elegida Concession: A 2-year mining concession transfer option and assignment agreement commencing 30 June 2017 granting the Group the exclusive option to acquire 100% interest in a mining concession known as La Elegida which forms part of the Group’s Cerro Rayas Project. The Group has the exclusive right to terminate at any time during the transfer option and assignment period and any unpaid amounts are not payable to the vendor.

On 17 July 2017, 10 April 2019 and 2 July 2020, the Group executed addendums to the option and assignment agreement extending the payment timing. The total consideration payable remains unchanged. The addendum extended the assignment period to 38 months from the commencement date.

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Half year ended 31 December 2020

Inca Minerals Limited

NOTES TO THE FINANCIAL STATEMENTS

For the half year ended 31 December 2020

Note 10: Expenditure Commitments (continued)

In addition, on 28 April 2020, the Group notified the decision to exercise the Mining Option. On 2 July 2020, the Group acquired 100% of La Elegida Concession.

Other key terms are:

ther key terms are:
Total Mining Concession Transfer Option
and Assignment (MCTOA) Consideration
- US$245,000:US$1,000 (Mining Assignment); and,
- US$244,000 (Mining Option).
Payment Timing of MCTOA Consideration Mining Assignment Payment (MAP):
MAP on Commencement Date (CD): US$1,000
Mining Transfer Option Payment (
MTOP):
MTOP on
CD: US$5,000
MTOP on CD: US$ 45,000
MTOP on or before 6 months from CD: US$11,000

MTOP on or before 12 months from CD: US$90,000
MTOP on or before 13 – 19 months from CD: US$4,000 per month.
These payments total USD28,000

MTOP on 2 April 2019: US$4,000
MTOP on or before 22 months from CD: US$2,500

MTOP on or before 23 months from CD: US$2,500
MTOP on or before 24 – 32 months from CD: US$4,000 per
month. These payments total USD36,000

MTOP on or before 33 months from CD: US$10,000
MTOP on or before 34 months from CD: US$5,000

MTOP on or before 38 months from CD: US$5,000*
Mining assignment period 38 months from the Commencement Date (30 June 2017).
  • As at the date of the Directors’ Declaration, the Group has met all applicable commitments under the agreement.

3. Cerro Rayas Project - La Elegida I Concession: A 2.5-year mining concession transfer option and assignment agreement commencing 10 October 2016 granting the Group the exclusive option to acquire 100% interest in a mining concession known as La Elegida I which forms part of the Group’s Cerro Rayas Project. The Group had the exclusive right to terminate at any time during the transfer option and assignment period and any unpaid amounts are not payable to the vendor. The group exercised its right to early terminate the agreement, through a letter dated February 27, 2019. On 27 June 2019, the Group lodged with the Lima Registry Office the termination of the agreement and has no further rights or obligations pursuant to the agreement.

Page 15

Half year ended 31 December 2020

Inca Minerals Limited

NOTES TO THE FINANCIAL STATEMENTS

For the half year ended 31 December 2020

Note 10: Expenditure Commitments (continued)

In addition to exploration expenditure commitments the Group has certain operating commitments pertaining to non-cancellable operating leases and other non-cancellable agreements contracted for but not recognised in the financial statements:

financial statements:
Not later than one year
Between one and five years
Consolidated
31 December
2020
Consolidated
30 June
2020
$
$
53,718
39,109
27,986
35,102
81,704
74,211

11. Controlled Entities

Country of
Incorporation Percentage Controlled(%)
31 December 30 June
2020 2020
Subsidiaries of Inca Minerals Limited:
Urcaguary Pty Ltd Australia 100 100
Inca Minerales S.A.C. Peru 100 100
Brillandino Minerales S.A.C. Peru 100 100
Hydra Minerals Ltd Australia 100 100
Dingo Minerals Pty Ltd Australia 100 100

12. Income Tax Expense

The Company has received advice from its legal counsel in Peru regarding the income tax treatment pertaining to the written off loan payable to S32 amounting to Peruvian soles 7,785,238 (AUD$2,946,615). The advice received is that there are sufficient carried forward losses to absorb any tax liability that may arise from the write off of the loan in Peru. Consequently, the Company has not recorded an income tax expense in relation to this.

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Half year ended 31 December 2020

Inca Minerals Limited

DIRECTORS’ DECLARATION

The Directors of the Company declare that:

  1. The financial statements and notes are in accordance with the Corporations Act 2001, including:

  2. (a) complying with Accounting Standard AASB 134 Interim Financial Reporting; and

  3. (b) giving a true and fair view of the Group’s financial position as at 31 December 2020 and of its performance for the half year ended on that date.

  4. In the Directors’ opinion 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 made in accordance with a resolution of the Board of Directors.

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Ross Brown Managing Director

Dated at Perth this 11[th] day of March 2021.

Page 17

Stantons International Audit and Consulting Pty Ltd trading as

PO Box 1908 West Perth WA 6872 Australia

Chartered Accountants and Consultants

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Level 2, 1 Walker Avenue West Perth WA 6005 Australia Tel: +61 8 9481 3188 Fax: +61 8 9321 1204

ABN: 84 144 581 519 www.stantons.com.au

INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF INCA MINERALS LIMITED

Report on the Half-Year Financial Report

Conclusion

We have reviewed the half-year financial report of Inca Minerals Limited, which comprises the consolidated statement of financial position as at 31 December 2020, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year ended on that date, condensed notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of Inca Minerals Limited, does not comply with the Corporations Act 2001 including :

  • (a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2020 and of its performance for the half-year ended on that date; and

  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

Basis for Conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review 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 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 annual 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 has been given to the directors of the Company on 11 March 2021.

Responsibility of the Directors for the Financial Report

The directors of the Inca Minerals Limited, are responsible for the preparation of the half-year 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 halfyear financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility for the Review of the Financial Report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Company’s financial position as at 31 December 2020 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

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A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD

(Trading as Stantons International) (An Authorised Audit Company)

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Samir Tirodkar Director

West Perth, Western Australia 11 March 2021