Skip to main content

AI assistant

Sign in to chat with this filing

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

SSH GROUP LTD Regulatory Filings 2021

Sep 14, 2021

65863_rns_2021-09-14_2255e6b3-f6b5-4ab4-be37-837290d30adc.pdf

Regulatory Filings

Open in viewer

Opens in your device viewer

And Controlled Entities

CONSOLIDATED ANNUAL REPORT

For the Year Ended 30 June 2020

CONTENTS RESOURCES LIMITE
CORPORATE DIRECTORY 1
CHAIRMAN'S REVIEW $\overline{2}$
DIRECTORS' REPORT 3
AUDITOR'S INDEPENDENCE DECLARATION 12
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER
COMPREHENSIVE INCOME
13
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 14
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 15
CONSOLIDATED STATEMENT OF CASH FLOWS 16
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17
DIRECTORS' DECLARATION 43
INDEPENDENT AUDITOR'S REPORT 44

CORPORATE DIRECTORY

DIRECTORS

Max Cozijn Chairman
Neil Fearis Non-Executive Director
Bevan Tarratt Non-Executive Director

SECRETARY

Stephen Brockhurst

REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

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

OVERSEAS OFFICE

C/- PO Box 71 Road Town Tortola BRITISH VIRGIN ISLES

SHARE REGISTRY

Advanced Share Registry Services 110 Stirling Highway Nedlands WA 6009 Telephone: +61 8 9389 8033 Facsimile: +61 8 9262 3723

AUDITORS

Bentleys Audit & Corporate (WA) Pty Ltd Level 3, London House 216 St Georges Terrace Perth WA 6000

Dear Shareholder.

As many of you will be aware, the Company's securities were suspended from trading on the ASX in September 2018, and on 21 September 2020 the Company was de-listed from the ASX, having been unable to identify and acquire a suitable project to justify its continued listing.

Over the last two years the Company has reviewed in depth a number of projects in the minerals and oil & gas sectors, as well as industrial projects. However, none of these has been able to be advanced to a stage that meets our requirements with respect to asset quality and ability to support a recapitalisation of the Company.

In recent months our efforts to identify and review suitable projects – particularly those located outside of Western Australia – have been severely hampered by the travel restrictions imposed to combat the Covid-19 pandemic.

In December 2019 the Company concluded a convertible note raising for \$520,000 which provided the Company with additional working capital. Jacka also retains an option to acquire a 5% participating interest in the Odewayne Block in Somaliland.

As substantial investors in the Company themselves, your directors share your disappointment at the Company's de-listing and are conscious of the hardship this will cause some shareholders in being denied a market for their shares. However, notwithstanding the de-listing your directors are continuing to actively review and progress due diligence on a range of opportunities, and they anticipate that a suitable project will in due course be acquired which meets ASX requirements and will support an application for re-admission to the ASX

In the meantime, I would like to take the opportunity to thank the Board, shareholders and consultants for their continuing contributions and support in identifying a suitable project for the Company, which we all hope will lead to the eventual re-admission of the Company to the ASX and a restoration of shareholder value.

Yours sincerely,

Max Cozijn Chairman 16 October 2020

DIRECTORS' REPORT

Your Directors submit the financial report of Jacka Resources Limited (Jacka or the Company) and its controlled entities (together, the Consolidated Entity) for the year ended 30 June 2020.

DIRECTORS

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

Max Cozijn BCom CPA - Chairman

[Appointed: 20 May 2014]

Mr Cozijn has a Bachelor of Commerce Degree from the University of Western Australia having graduated in 1972 and is a member of CPA Australia. He has over 30 years' experience in the administration of listed mining and industrial companies, as well as various private operating companies. Mr Cozijn has experience as a Founding Director, Finance Director, Company Secretary and been instrumental in managing a number of ASX IPO listings and capital raisings.

During the last three years Mr Cozijn has been a Director of: Oilex Limited (from September 1997 to November 2017)

Special Responsibilities: Member of Audit and Risk, Remuneration and Nomination Committees

Neil Fearis LL.B (Hons) FAICD F FIN - Non-Executive Director

[Appointed: 8 September 2014]

Mr Fearis is a leading corporate and commercial lawyer in Western Australia specialising in mergers and acquisitions, capital raisings and corporate reconstructions, with a particular focus on the mining and resources sector. He has been in practice for 40 years and worked as a commercial lawyer in London, Sydney and Perth. Mr Fearis has been a director and/or chairman of a number of ASX and TSX-listed companies, primarily though not exclusively in the resources sector.

During the last three years Mr Fearis has been a Director of: Golden Cross Resources Limited (October 2015 to January 2019) Ausgold Limited (April 2016 to current)

Special Responsibilities: Chairman of Audit and Risk, Remuneration and Nomination Committees

Bevan Tarratt - Non-Executive Director

[Appointed: 12 August 2018]

Mr Tarratt has experience in the corporate and financial services industries having worked in accounting and corporate stock broking firms for the past 15 years. Mr Tarratt has significant experience in the recapitalisation, restructuring and acquisition of assets for a number of ASX companies and was formerly a client adviser at Patersons Securities Limited and a partner in a venture capital firm.

During the last three years Mr Tarratt has been a Director of: Pura Vida Energy NL (May 2018 to current) Protean Energy Limited (June 2007 to current) Fenix Resources Limited (formerly Emergent Resources Limited) (August 2015 to current)

Special Responsibilities: Member of Audit and Risk, Remuneration and Nomination Committees

COMPANY SECRETARY

Stephen Brockhurst BCom

Mr Brockhurst has over 15 years' experience in the finance and corporate advisory industry and has been responsible for the preparation of the due diligence process and prospectuses for a number of initial public offers. Mr Brockhurst's experience includes corporate and capital structuring, corporate advisory and company secretarial services, capital raising, ASX and ASIC compliance requirements.

RESULTS

The loss after tax for the year ended 30 June 2020 was \$680,473 (2019: profit \$300,093). During the year the Company completed a raising of \$520,000 pursuant to an unsecured convertible note facility on the terms summarised in Note 9 to the financial statements and originally announced to the market on 20 December 2019.

REVIEW OF OPERATIONS

Key operational highlights during the reporting year included:

  • Option to acquire a 5% participating interest in the Odewayne Block, Somaliland retained
  • Jacka reviewed suitable projects to augment its ongoing operations
  • Cash on hand at 30 June 2020 of \$264,513
  • Convertible note subscription secured for \$520,000

Overview

Odewayne Block, Somaliland (5% buy in right)

Jacka retains an option to acquire a 5% participating interest in the Odewayne Block. That option can be exercised on the earlier of (1) the proposing of a second well under the Production Sharing Contract (PSC), or (2) the parties entering into the Fifth Period of the PSC.

There were no oil and gas production and development activities during the year.

Changes in Licence Interests:

There were no changes to licence interests during the year.

Joint venture participants as at 30 June 2020: none.

Corporate

Listing Rule 12.1

As previously announced to ASX, on 20 September 2018 the Company applied to ASX for its securities to be suspended pending the restoration of a sufficient level of operations by the Company to comply with Listing Rule 12.1.

During the reporting period negotiations progressed with respect to a number of transactions in the oil and gas and minerals sector. However, no transaction was agreed and on 21 September 2020, subsequent to year end, Jacka was de-listed by ASX. The Company is continuing to review suitable projects and will advise shareholders immediately a definitive transaction has been entered into.

As announced on 20 December 2019, the Company has completed a \$520,000 unsecured convertible note facility. The the terms of that facility are summarised in Note 9 of this Report.

Issued capital 30 June 2020:

Ordinary shares: 768,108,972
Listed options exercisable at \$0.006 expiring 30 June 2021: 173,610,544

COVID-19 IMPACTS

During the period since March 2020 Australia has been subject to the COVID-19 pandemic, which has restricted our ability to undertake overseas travel and therefore to review any projects outside of Australia.

PRINCIPAL ACTIVITIES

The principal activities of the Consolidated Entity during the year were the rationalisation of its oil and gas exploration activities and the pursuit of suitable replacement activities.

REMUNERATION REPORT

Details of Key Management Personnel

Non-Executive Directors: Max Cozijn (Chairman) Neil Fearis Bevan Tarratt

Shareholdings of Key Management Personnel

Key Management Opening On Entitlements Other Closing
Personnel Balance Market Issue Balance
Purchases
2020
Max Cozijn 6,666,667 6,666,667
Neil Fearis 12,500,000 12,500,000
Bevan Tarratt
TOTAL 19,166,667 19,166,667
2019
Max Cozijn 6,666,667 6,666,667
Neil Fearis 12,500,000 12,500,000
Bevan Tarratt $\mathbf{1}$
James Robinson 6,721,050 $(6,721,050)^2$
TOTAL 25,887,717 (6,721,050) 19,166,667

<sup>1 Balance at date of appointment, 12 August 2018

<sup>2 Balance at date of resignation, 12 August 2018

Option Holdings of Key Management Personnel

Key Opening Entitlements On-Market Other Closing Vested Vested
Management Balance Issue Transactions Balance During the and
Personnel Year Exercisable
2020
Max Cozijn 9,333,334 - $(8,000,000)^3$ 1,333,334 1,333,334
Neil Fearis 14,500,000 $\overline{\phantom{a}}$ $(8,000,000)^4$ 6,500,000 $\overline{\phantom{a}}$ 6,500,000
Bevan Tarratt
TOTAL 23,833,334 $\blacksquare$ (16,000,000) 7,833,334 $\overline{\phantom{0}}$ 7,833,334
2019
Max Cozijn 9,333,334 - 9,333,334 $\overline{\phantom{a}}$ 9,333,334
Neil Fearis 14,500,000 - 14,500,000 $\overline{\phantom{a}}$ 14,500,000
Bevan Tarratt $-5$
James
Robinson 10,610,525 $\overline{\phantom{a}}$ $(10,610,525)^6$ $\overline{\phantom{0}}$
TOTAL 34,443,859 $\qquad \qquad \blacksquare$ (10,610,525) 23,833,334 $\qquad \qquad \blacksquare$ 23,833,334

Determination of remuneration

In determining competitive remuneration rates, the Board reviews benchmarks on local and international trends among comparative companies and industry generally. It examines terms and conditions for employee incentive schemes, benefit plans and share plans. Where appropriate, independent advice is obtained to confirm that executive remuneration is in line with market practice and is reasonable in the context of Australian executive reward practices.

Performance-based remuneration

The Board recognises that the Company operates in a global environment. To prosper in this environment, it must attract, motivate and retain key executive staff. The principles supporting the remuneration policy are that:

  • Reward reflects the competitive global market in which the Company operates.
  • $\bullet$ Individual reward is based on performance across a range of indicators that apply to delivering results across the Consolidated Entity.
  • Rewards to executives are linked to creating value for shareholders.
  • Executives are rewarded for both financial and non-financial performance.
  • $\bullet$ Remuneration arrangements are equitable and facilitate the deployment of senior management across the Consolidated Entity.

No performance-based shares or options were granted to key management personnel during the year. More generally, the remuneration policy principles outlined above were inoperative during the year as the Company had no employees to whom those principles could apply.

<sup>3 Expiration of \$0.02 30 November 2019 options

<sup>4 Expiration of \$0.02 30 November 2019 options

<sup>5 Balance at date of appointment, 12 August 2018

<sup>6 Balance at date of resignation, 12 August 2018

Board Remuneration

Shareholders approve the maximum aggregate remuneration for Non-Executive Directors. The Board determines actual payments to Directors and reviews their remuneration annually, based on benchmarks with regard to market practice, relativities, and the duties and accountabilities of Directors. A review of Directors' remuneration is conducted annually to benchmark overall remuneration, including retirement benefits. There has been no increase in Directors' remuneration since the current Directors have been in office.

Mr Cozijn is currently paid fees of \$70,000 per annum and was paid an additional fee of \$1,500 per day worked for consultancy services over and above this amount up until April 2020.

The following table contains details of the benefits and payments received by key management personnel (including Directors) of the Consolidated Entity in respect of the financial year:

Key Management
Personnel
Short Term
Benefits
Long Term
Benefits
Share Based
Payments
Total % Performance
Based
Salaries, Fees Superannuation Remuneration
and Leave
\$ \$ \$ %
2020
Max Cozijn 120,625 120,625 -%
Neil Fearis 50,000 50,000 $-$ %
Bevan Tarratt 46,006 4,374 50,380 $-$ %
TOTAL 216,631 4,374 221,005 -%
2019
Max Cozijn 134,031 7,889 141,920 $-$ %
Neil Fearis 50,000 50,000 $-$ %
Bevan Tarratt 40,507 3,848 44,355 -%
James Robinson 8,333 8,333 -%
TOTAL 232,871 11,737 244,608 -%

Share- or option-based payments

A summary of the movements of all options on issue during the financial year is as follows:

Details Number 2020 Weighted
Average Exercise Price
Ş
Number 2019 Weighted
Average Exercise Price
Options
outstanding at
beginning of year 197,610,544 0.008 197,610,544 0.008
Granted
Exercised - - $\overline{\phantom{0}}$
Expired (24,000,000) 0.020 $\overline{\phantom{0}}$
Options
outstanding at end
of year 173,610,544 0.006 197,610,544 0.008

A summary of all share- or option-based payment arrangements in existence is below:

Grant Date Options Exercise
Price
Expiry
Date
Fair
Value at
Grant
Date
Vesting
Period
Grant Date
Share Price
Volatility
Risk Free
Interest
Rate
$23-May-18$ 20,000,000 \$0.006 30-Jun-21 \$21,240 $23-Mav-18$ 80% 1.50%
20,000,000 \$21,240

Service Agreements

Remuneration and other terms of employment for executives are, where appropriate, formalised in service agreements specifying the components of remuneration, benefits and notice periods. Where termination benefits are payable, they are within the limits set by the Corporations Act 2001 such that they do not require shareholder approval. There were no service agreements in place during the financial year.

Related party transactions

There were no other transactions with key management personnel during the financial year other than Directors' fees and wages.

Voting and comments made at the Company's 2019 Annual General Meeting (AGM)

The resolution approving the 2019 Remuneration Report was passed unanimously on a show of hands at the 2019 AGM. Proxy votes received in respect of the resolution were disclosed to the ASX in accordance with section 251AA of the Corporations Act.

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

No significant change in the nature of the Consolidated Entity's activities occurred during the year, other than changes resulting from Australia being subject to the COVID-19 pandemic.

EVENTS SUBSEQUENT TO YEAR END

As noted above, on 21 September 2020 the Company was de-listed by ASX pursuant to Listing Rule 17.12. The Company is presently undertaking a due dillegence review of a potential acquisition to pursue a possible restructure and associated capital raising to support re-admission to the ASX.

ENVIRONMENTAL ISSUES

The Consolidated Entity does not have any residual operating interests and therefore believes it is not subject to any residual environmental risks.

DIVIDENDS PAID OR RECOMMENDED

No dividends were paid during the year and no recommendation is made as to dividends.

INDEMNIFYING OFFICERS

The Company currently has directors' and officers' liability insurance in place.

PROCEEDINGS ON BEHALF OF COMPANY

As far as the Directors are aware, no person has applied for leave of Court to bring proceedings on behalf of the Company or to intervene in any proceedings to which the Consolidated Entity is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.

MEETINGS OF DIRECTORS

Director Board Audit Nomination Remuneration
Committee Committee Committee
Number Eligible Number
to Attend Attended
2020
Max Cozijn 6 6
Neil Fearis 6 6
Bevan Tarratt ь 6

NON-AUDIT SERVICES

During the year ended 30 June 2020, the Company paid \$8,150 (2019: \$6,400) to Bentleys Audit & Corporate (WA) Pty Ltd for non-audit services, being taxation consulting services. The Board is satisfied that the provision of these services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. No other fees were paid or payable to the auditors for non-audit services performed during the year.

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.

Signed in accordance with a resolution of directors.

Max Cozijn Chairman 16 October 2020

To The Board of Directors

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

As lead audit Partner for the audit of the financial statements of Jacka Resources Ltd for the financial 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

BENTLEYS Mark Delaurentis CA Chartered Accountants Partner

Dated at Perth this 16th day of October 2020

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

Note Consolidated Consolidated
30 June 2020 30 June 2019
\$ \$
Interest revenue 1
Other income 771,087
Accounting and audit fees (61, 913) (66, 224)
Compliance fees (68, 613) (73, 191)
Consultancy fees (21, 152) (8, 175)
Directors' remuneration (221,005) (244, 608)
Financial asset impairment $\overline{7}$ (103,500)
Finance expense 9 (164, 182)
Foreign exchange gain/(loss) 3,912 6,349
Interest expense (30,057)
Legal fees (5, 149) (23, 912)
Profit/(loss) on sale of investments 77,154
Project evaluation costs (76, 599)
Travel expenses (5, 111) (1, 309)
Other expenses (30, 604) (33, 579)
Profit/(loss) before income tax benefit (680, 473) 300,093
Income tax benefit $\overline{2}$
Profit/(loss)for the year (680, 473) 300,093
Other comprehensive income
Items that may be reclassified subsequently to profit
or loss:
Net unrealised (gain)/loss on financial assets at fair
valye through other comprehensive income
Total comprehensive income/(loss) for the year (680,473) 300,093
Basic earnings/(loss) per share (cents) 3 (0.09) 0.04

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2020

Note Consolidated
30 June 2020
Consolidated
30 June 2019
\$ \$
ASSETS
Current Assets
Cash and cash equivalents 4 264,513 291,191
Trade and other receivables 5 4,954 6,484
Other assets 6 374 2,024
Total Current Assets 269,841 299,699
Total Assets 269,841 299,699
LIABILITIES
Current Liabilities
Trade and other payables 8 126,440 108,757
Borrowings 9 632,932
Total Current Liabilities 759,372 108,757
Total Liabilities 759,372 108,757
Net (Deficiency) / Assets (489, 531) 190,942
EQUITY
Issued capital 10 48,761,633 48,761,633
Reserves 11 625,442 654,482
Accumulated losses (49, 876, 606) (49,225,173)
Total Equity (489, 531) 190,942

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

Consolidated Entity Issued
Capital
Option
Reserve
Accumulated
Losses
Total
\$ \$ \$ \$
Balance at 1 July 2018
Profit for the year
Other comprehensive income
48,761,633 654,482 (49, 525, 266)
300,093
(109, 151)
300,093
Total comprehensive income/(loss) for
the year
300,093 300,093
Balance at 30 June 2019 48,761,633 654,482 (49,225,173) 190,942
Balance at 1 July 2019
Loss for the year
Other comprehensive income
48,761,633 654,482 (49, 225, 173)
(680, 473)
190,942
(680,473)
Total comprehensive income/(loss) for
the year
Reversal of expired options
(29,040) (680,473)
29,040
(680,473)
Balance at 30 June 2020 48,761,633 625,442 (49,876,606) (489,531)

Note Consolidated
30 June 2020
S
Inflows/
(Outflows)
Consolidated
30 June 2019
Ş
Inflows/
(Outflows)
Cash flows from operating activities
Payments to suppliers and employees (423, 937) (467, 218)
Interest received
Payment for new project evaluation (70, 851) (15, 598)
Net cash used in operating activities 4(a) (494, 788) (482, 815)
Cash flows from investing activities
Proceeds from sale of investments
147,069
Net cash provided by investing activities 147,069
Cash flows from financing activities
Proceeds from borrowings 520,000
Payment of security issue costs (55, 848) (52, 233)
Net cash provided by financing activities 464,152 (52, 233)
Net increase / (decrease) in cash held (30, 636) (387, 979)
Cash at beginning of the financial year 291,191 670,393
Foreign currency effect on Cash and cash
equivalents 3,958 8,777
Cash and cash equivalents at end of the financial
year 4 264,513 291,191

$1.$ Statement of Significant Accounting Policies

This financial report includes the consolidated financial statements and notes of Jacka Resources Limited and controlled entities ('Consolidated Entity'). Jacka Resources Limited is a company limited by shares, incorporated and domiciled in Australia.

Reporting Basis and Conventions

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and Interpretations and complies with other requirements of the law. The financial report has been prepared in accordance with the mandatory Australian Accounting Standards applicable to entities reporting under the Corporations Act 2001 and the significant accounting policies disclosed below which the directors have determined are appropriate to meet the needs of members. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated. The financial report is presented in Australian dollars. The financial statements have been prepared on an accruals basis and are based on historical costs unless otherwise stated in the notes. The material accounting policies that have been adopted in the preparation of this report are as follows:

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 Consolidated Entity incurred a loss from ordinary activities of \$680,473 for the year ended 30 June 2020 (2019: profit \$300,093) and net cash outflows from operating activities of \$494,788 (2019: \$482,815). The working capital deficit of the Consolidated Entity at 30 June 2020 was \$489,531 (30 June 2019: \$190,942 net working capital). During the period the Consolidated Entity raised \$520,000 through a convertible note issue, the terms of which are summarised in Note 9 of this Report.

The Consolidated Entity has no exploration commitments due within the next 12 months. The ability of the Consolidated Entity to continue to pay its debts as and when they fall due is principally dependent upon the Company successfully raising additional share capital and/or containing expenditure in line with available funding. These conditions indicate a material uncertainty that may cast significant doubt about the ability of the Consolidated Entity to continue as a going concern. The Directors have prepared a cash flow forecast, which indicates that, subject to a successful equity raising, the Consolidated Entity 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.

$1.$ Statement of Significant Accounting Policies (Continued)

As disclosed in the subsequent events, the Consolidated Entity was de-listed by ASX pursuant to Listing Rule 17.12 on 21 September 2020. The Company is presently undertaking a due diligence review of a potential acquisition to pursue a possible restructure and associated capital raising to support re-admission to the ASX.

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.

Should the Consolidated Entity be unable to continue as a going concern it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or to the amount and classification of liabilities that might result should the Consolidated Entity be unable to continue as a going concern and meet its debts as and when they fall due.

Principles of Consolidation a.

The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Jacka Resources Limited at the end of the reporting period. A controlled entity is any entity over which Jacka Resources Limited has the power to govern the financial and operating policies so as to obtain benefits from the entity's activities. Control will generally exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights are also considered. Where controlled entities have entered or left the Consolidated Entity during the year, the financial performance of those entities are included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 18 to the financial statements. In preparing the consolidated financial statements, all inter-group balances and transactions between entities in the Consolidated Entity have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity.

b. Comparative Figures

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

Critical Accounting Estimates and Judgments c.

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

Key Estimates

Key Estimate - Taxation

$1.$ Statement of Significant Accounting Policies (Continued)

Balances disclosed in the financial statements and the notes thereto, related to taxation, are based on the best estimates of directors. These estimates take into account both the financial performance and position of the Consolidated Entity as they pertain to current income taxation legislation, and the directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The current income tax position represents that directors' best estimate, pending an assessment by the Australian Taxation Office.

Key Estimate - Environmental Issues

Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental legislation, and the directors understanding thereof. At the current stage of the Company's development and its current environmental impact the directors believe such treatment is reasonable and appropriate.

Application of new and revised Accounting Standards

New and revised AASBs affecting amounts reported and/or disclosures in the financial statements

Reference Title Applicable
for annual
reporting
periods
beginning on
AASB 16 or after
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,
2019
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 Consolidated Entity has adopted this standard from
1 July 2019. The Consolidated Entity has assessed the impact as nil due to there currently
being no leases. As and when the Consolidated Entity enters into lease agreements, it
will account for them in accordance with AASB 16.

The Annual Report was authorised for issue on 16 October 2020 by the Board of Directors.

Consolidated
30 June 2020
\$
Consolidated
30 June 2019
\$
2.
Income tax
(a)
Income tax expense
Current tax
Deferred tax
Deferred income tax expenses included in income tax
expense comprises:
(Increase) in deferred tax assets
Increase in deferred tax liabilities

$(b)$ Reconciliation of income tax expense to prima facie tax payable

The prima facie tax payable on profit from ordinary activities before income tax is reconciled to the income tax expense as follows:

Prima facie tax on operating profit / (loss) at 27.5% (2019:
27.5%) (187, 130) 82,526
Add / (less) tax effect of:
Non-assessible income (212,049)
Non-deductible expenses (22, 329)
Other non-deductible expenses 5,532
Share issue cost deduction (8, 186)
Overseas tenement expenses 1,265 1,508
Deferred tax assets not brought to account 202,662 136,201
Income tax attributable to operating loss
The applicable weighted average effective tax rates as
follows: Nil% Nil%

Consolidated
30 June 2020
\$
Consolidated
30 June 2019
\$
2. Income tax (continued)
(c) Deferred tax assets
Tax losses 524,218 644,293
Provisions and accruals 12,941 7,597
Share issue cost 5,532 11,065
Unrealised foreign exchange loss 6,880
Borrowings 31,056
Set-off of deferred tax liabilities 573,747 669,835
Net deferred tax assets 573,747 669,835
Less: deferred tax assets not brought to account (573, 747) (669, 835)
(d) Deferred tax liabilities
Other
Set-off of deferred tax assets
(e) Tax losses
Unused revenue tax losses for which no deferred tax asset
has been recognised
2,373,741 2,342,882
Potential tax benefit @ 27.5% (2019: 27.5%) 652,779 644,293
Unused capital tax losses for which no deferred tax asset
has been recognised
Potential tax benefit @ 27.5% (2019: 27.5%)

Accounting policy: income tax

The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

$2.$ Income tax (continued)

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

Due to the finalisation of the Australian Taxation Office's tax ruling on residency matters relating foreign corporations, a large amount of prior year tax losses will have been utilised in the financial year ended 30 June 2017. This arises from foreign subsidiaries now forming part of the Australian tax consolidated group in the year ended 30 June 2017. This has not resulted in an income tax liability or a change to the net deferred tax asset position of the Consolidated Entity in any year end from 30 June 2017 to present.

The benefit for tax losses will only be obtained if:

(a) The Company and Consolidated Entity derive future assessable income of a nature and an amount sufficient to enable the benefit from the deductions for the losses to be realised;

(b) The company and the consolidated entity continue to comply with the conditions for deductibility imposed by law; and

(c) No changes in tax legislation adversely affect the ability of the Company and consolidated entity to realise these benefits.

(d) The Company and Consolidated Entity is able to meet the continuity of ownership and/or continuity of business tests.

Consolidated Consolidated
30 June 2020 30 June 2019
\$ \$
Loss per share
3.
Profit/(Loss) from continuing operations for the year (680, 473) 300,093
No. of Shares
2020
No. of Shares
2019
Weighted average number of ordinary shares
outstanding during the year used in calculating basic EPS
768,108,972 768,108,972
Options have not been included in the calculation of diluted earnings per share as they are
not dilutive.
Consolidated Consolidated
30 June 2020 30 June 2019
\$
\$
Cash and cash equivalents
4.
Cash at bank 264,513 291,191
Cash at bank earns interest at floating rates based on daily bank deposit rates.
(a)
Reconciliation of profit/(loss) for the year to net
cash flows used in operating activities:
Profit/(loss)for the year (680, 473) 300,093
(Gain)/Loss on disposal of investments (77, 154)
Net forex (gain)/loss (3, 912) (6, 349)
Financial asset impairment 103,500
Finance costs 164,182
Changes in assets and liabilities:
(Increase)/Decrease in trade and other receivables 1,530 2,954
(Increase)/Decrease in other assets 1,650 (1,660)
Increase/(Decrease) in trade payables 22,235 (804, 199)
Net cash flows (used in) operating activities (494, 788) (482, 815)

$4.$ Cash and cash equivalents (continued)

Accounting policy: cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.

Consolidated
30 June 2020
Consolidated
30 June 2019
5. Trade and other receivables
GST receivable 4,954 6,484
4,954 6,484

Accounting policy: GST

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the Statement of Financial Position are shown inclusive of GST. Cash flows are presented in the Statement of Cash Flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

6. Other assets

Prepayments 374 2,024
374 2,024
7.
Investments in listed securities
Balance at beginning of year 175,859
Financial asset impairment (103, 500)
Sale of investments (72, 359)
Balance at end of year

Adoption of AASB 9 investments held in listed securities are measured at fair value through profit and loss.

Consolidated
30 June 2020
\$
Consolidated
30 June 2019
\$
8.
Trade and other payables
Directors' fees and wages payable 12,500 24,229
Trade payables 66,883 62,903
Accrued expenses 17,000 21,625
Accrued interest 30,057
126,440 108,757

Accounting policy: trade and other payables

Liabilities for trade creditors and other amounts are carried at cost which is the fair value of consideration to be paid in the future for goods and services received, whether or not billed to the Consolidated Entity. Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis.

9. Borrowings

372,932
260,000
632,932
(260,000)
(51, 250)
164,182
372,932
520,000

The determination on the value of the embedded derivative has been estimated based on the underlying value of the conversion feature and a probability factor of 50% in the event recompliance takes place. Accrued interest payable of \$30,057 has been recognised in accrued expenses. The key terms and conditions of the convertible notes are as follows:

Borrowings (continued) 9.

Terms Details
Face Value $A$1.00$ per note.
Issue Date 20 December 2019
Maturity Date Twelve months from the date of issue.
Interest Rate 12% per annum, accruing daily and compounding monthly, and
payable in JKA shares in the event that ASX re-compliance does not
occur.
Conversion Conversion will take place upon completion of a re-compliance prior
to the Maturity Date
Conversion Price At a price per JKA share which is a 50% discount to the price of the
capital raising undertaken in connection with the re-compliance.
Shareholder Approval Conversion of the notes is subject to obtaining JKA shareholder
approval
Negative Pledge The Company must not incur any debt obligation or grant any
security without the note holder's consent.
No Quotation No application will be made for ASX quotation of the Notes.
Application will be made for quotation of JKA shares issued upon
conversion of the Notes.

Accounting policy: borrowings

The component parts of convertible loan notes issued by the Consolidated Entity are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Consolidated Entity's own equity instruments is an equity instrument. Transaction costs that relate to the issue of the converstible loan notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the quity component are included in the carruing amount of the liability component and are amortised over the lives of the convertible loan notes using the effective interest method. If the embedded derivative is separated form its host contract (because it is not closely related to the host), then it must be accounted for as if it were a standalone derivative. The embedded derivative should be recognised in the statement of financial position at fair value, with changes in fair value recognised in profit or loss as they arise, unless it is designated as an effective hedging instrument in a cash flow or a net investment hedge.

Consolidated
30 June 2020
Consolidated
30 June 2019
\$
Issued capital
10.
(a) Issued and paid up capital:
Ordinary shares fully paid of no par value 48,761,633 48,761,633
48,761,633 48,761,633

10. Issued capital (continued)

Consolidated 30 June 2020 Consolidated 30 June 2019
Number \$ Number
Movement in ordinary
shares on issue:
Balance at beginning of
year
768,108,972 48,761,633 768,108,972 48,761,633
Transaction costs relating
to share issues
Balance at end of year 768,108,972 48,761,633 768,108,972 48,761,633

(b) Share options:

Grant Date Details Exercise
Price
Expiry
Date
Balance at
30-Jun-19
Granted
During
Year
Expired
During Year
Exercised
During
Year
Balance at
30-Jun-20
30-Nov-16 Unlisted
Director
options
\$0.020 30-Nov-19 24,000,000 (24,000,000)
23-May-18 Listed
entitlement
issue
options
\$0.006 30-Jun-21 153,610,544 $\overline{\phantom{0}}$ 153,610,544
23-May-18 Listed
broker
options
\$0.006 30-Jun-21 20,000,000 20,000,000
197,610,544 $\blacksquare$ (24,000,000) 173,610,544

(c) Terms and conditions of contributed equity

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Consolidated Entity, to participate in proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Consolidated Entity.

10. Issued capital (continued)

(d) Capital management

Management controls the capital of the Consolidated Entity in order to maintain a good working capital ratio, provide the shareholders with adequate returns and ensure that the Consolidated Entity can fund its operations and continue as a going concern. The Consolidated Entity's debt and capital includes ordinary share capital and financial liabilities, supported by financial assets. There are no externally imposed capital requirements. The Consolidated Entity's objectives when managing capital are to safeguard their ability to continue as a going concern, so that it may continue to provide returns for shareholders and benefits for other stakeholders. The Consolidated Entity's capital includes ordinary share capital and financial liabilities, supported by financial assets. There are no externally imposed capital requirements.

Accounting policy: issued capital

Equity instruments issued by the Consolidated Entity are recognised at the proceeds received, net of direct issue costs.

Consolidated
30 June 2020
\$
Consolidated
30 June 2019
Ş
The working capital for the financial year is as follows:
Cash and cash equivalents 264,513 291,191
Trade and other receivables 4,954 6,484
Other assets 374 2,024
269,841 299,699
Less:
Trade and other payables and provisions (126, 440) (108, 757)
Borrowings (632, 932)
Working capital/(deficit) (489,531) 190,942

Due to the nature of the Consolidated Entity's activities, being oil and gas exploration, it does not have ready access to credit facilities, with the primary source of funding being equity raisings and divestment of assets, be that via sale or farmout. Accordingly, the objective of the Consolidated Entity's capital risk management is to balance the current working capital position against the requirements of the Consolidated Entity to meet exploration programmes and corporate overheads. This is achieved by maintaining appropriate liquidity to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required.

Consolidated
30 June 2020
Ş
Consolidated
30 June 2019
\$
11.
Reserves
(a) Option
Balance at beginning of year 654,482 654,482
Reversal of expired options (29,040)
Balance at end of year 625,442 654,482

Accounting policy: options reserve

Share-based payments to employees are measured at the fair value of the instruments issued and amortised over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received.

12. Commitments

Expenditure Commitments:

There are currently no office rental, compliance or financial advisory contracts in place.

Exploration Commitments:

There are no exploration commitments as at 30 June 2020.

13. Contingent liabilities

There are no contingent liabilities as at the date of this report.

Consolidated
30 June 2020
S
Consolidated
30 June 2019
Auditors' remuneration
14.
Amounts, received or due and receivable by auditors for:
- an audit or review services 21,856 21,500
- other services/tax 8,150 6,400
30,006 27,900

15. Key management personnel disclosures

(a) Compensation of key management personnel

$(i)$ Compensation policy

The remuneration policy of Jacka Resources Limited as it applies to key management personnel is disclosed in the Remuneration Report contained in the Directors' Report. Remuneration to the Consolidated Entity's key management personnel can be in the form of cash, options and share rights. Refer to the Remuneration Report contained in the Directors' Report for further details.

$(ii)$ Compensation of key management personnel

Compensation of key management personnel is set out as per the table below:

Key
Management
Personnel
Short Term
Benefits
Long Term
Benefits
Share Based
Payments
Total % Performance
Based
Remuneration
Salaries, Fees
and Leave
Superannuation
\$ \$ \$ %
2020
Max Cozijn 120,625 - 120,625 $-%$
Neil Fearis 50,000 - 50,000 $-$ %
Bevan Tarratt 46,006 4,374 - 50,380 -%
TOTAL 216,631 4,374 $\blacksquare$ 221,005 -%
2019
Max Cozijn 134,031 7,889 - 141,920 -%
Neil Fearis 50,000 - 50,000 $-$ %
Bevan Tarratt 40,507 3,848 $\overline{\phantom{a}}$ 44,355 -%
James Robinson 8,333 - 8,333 -%
TOTAL 232,871 11,737 $\blacksquare$ 244,608 $-%$

(b) Loans with key management personnel

There were no loans to key management personnel or their related entities during the period ended 30 June 2020 (2019: \$Nil).

16. Related party transactions

(a) Key management personnel

Disclosures relating to key management personnel are set out in Note 15, and the Remuneration Report in the Directors Report.

There were no other transactions with key management personnel during the period other than the following:

Directors' fees and wages payable at 30 June 2020 were \$12,500 (2019: \$24,229).

$17.$ Financial reporting by segments

During the financial year, the Consolidated Entity operated in two operating segments being Australia and Africa.

Basis of accounting for purposes of reporting by operating segments

Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors as the chief decision maker with respect to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Consolidated Entity.

Inter-segment transactions

Inter-segment loans payable and receivable are initially recognised at the consideration received net of transaction costs. If inter-segment loans receivable and payable are not on commercial terms, these are not adjusted to fair value based on market interest rates. This policy represents a departure from that applied to the statutory financial statements.

Segment assets

Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of economic value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.

Segment liabilities

Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Company as a whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings.

$17.$ Financial reporting by segments (continued)

Unallocated items

The following items of revenue, expense, assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment:

• administration and other operating expenses not directly related to a specific segment. Unless indicated otherwise in the segment assets note, investments in financial assets, deferred tax assets and intangible assets have not been allocated to operating segments.

Australian African Total
Exploration Exploration \$
\$ \$
30 June 2020
Segment revenue
Segment results
Amounts not included in segment results but reviewed by Board:
Accounting and audit fees (61, 913)
Compliance fees (68, 613)
Consultancy fees (21, 152)
Directors' remuneration (221,005)
Finance expense (164, 182)
Foreign exchange gain/(loss) 3,912
Interest expense (30,057)
Legal fees (5, 149)
Travel expenses (5, 111)
Other expenses (107, 203)
Profit before income tax (680, 473)
Segment assets
Unallocated assets:
Cash and cash equivalents 264,513
Trade and other receivables 4,954
Other assets 374
Total assets 269,841

Financial reporting by segments (continued) 17.

Australian
Exploration
African
Exploration
Total
\$ \$ \$
Segment liabilities
Unallocated liabilities:
Trade and other payables
Borrowings
126,440
632,932
Total liabilities 759,372
30 June 2019
Segment revenue
Segment results 771,087 771,087
Amounts not included in segment results but
reviewed by Board:
Interest revenue 1
Accounting and audit fees (66, 224)
Compliance fees (73, 191)
Consultancy fees (8, 175)
Directors' remuneration (244, 608)
Financial assets impairment (103, 500)
Foreign exchange gain/(loss) 6,349
Interest expense
Legal fees (23, 912)
Profit/(loss) on sale of investments 77,154
Travel expenses (1, 309)
Other expenses (33, 579)
Loss before income tax 300,093
Segment assets
Unallocated assets:
Cash and cash equivalents 291,191
Trade and other receivables 6,484
Investments in listed securities 2,024
Total assets 299,699

17. Financial reporting by segments (continued)

Australian
Exploration
African
Exploration
Total
\$ \$ \$
Segment liabilities
Unallocated liabilities:
Trade and other payables (108, 757)
Total liabilities (108, 757)

18. Financial risk management

Overview

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

  • a) credit risk
  • b) liquidity risk
  • c) market risk

This note presents information about the Consolidated Entity's exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Management monitors and manages the financial risks relating to the operations of the Consolidated Entity through regular reviews of the risks.

(a) Credit risk

Credit risk is the risk of financial loss to the Consolidated Entity if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Consolidated Entity's investment securities. Cash is held with the ANZ Bank which holds an AA credit rating.

Trade and other receivables

As the Consolidated Entity is not in the production phase, it does not have trade receivables and therefore is not exposed to credit risk in relation to trade receivables.

Exposure to credit risk

The carrying amount of the Consolidated Entity's financial assets represents the maximum credit exposure. The Consolidated Entity's maximum exposure to credit risk at the reporting date was:

18. Financial risk management (continued) Consolidated
30 June 2020
\$
Consolidated
30 June 2019
Ş
Financial assets
Cash - Level 1 264,513 291,191
Receivables - Level 3 4.954 6,484
Other assets – Level 3 374 2,024
Other financial assets - Level 1
269,841 299.699

(b) Liquidity risk

Liquidity risk is the risk that the Consolidated Entity will not be able to meet its financial obligations as they fall due. The Consolidated Entity's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Consolidated Entity's reputation. The Consolidated Entity manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows. Typically the Consolidated Entity ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

(c) 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 Consolidated Entity's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest rate risk: sensitivity analysis

The sensitivity analyses below have been determined based on those assets and liabilities with an exposure to interest rate risk at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the change in interest rates. At reporting date, if interest rates had been 100 basis points higher or lower and all other variables were held constant, the Consolidated Entity's:

  • Net loss would decrease by \$6,011 (2019: \$Nil) or increase by \$6,011 (2019: \$Nil).
  • Other equity reserves would increase by \$6,011 (2019: \$Nil) or decrease by \$6,011 (2019: \$Nil).

The following table details the Consolidated Entity's exposure to interest rate risk as at the reporting date:

Financial
Instrument
Fixed Interest Rate Maturing In: Total Weighted
Average
Floating
Interest
Rate
\$
<1 Year
$\ddot{\bm{\zeta}}$
1-5 Years
$\ddot{\mathsf{s}}$
>5 Years
\$
Non-
Interest
Bearing
\$
\$ Effective
Interest
Rate
%
2020
Financial Assets
Cash 71 $\overline{\phantom{0}}$ $\overline{\phantom{0}}$ $\qquad \qquad \blacksquare$ 264,442 264,513 0.62%
Trade and other
receivables 4,954 4,954 0%
Total financial
assets 71 - 269,396 269,467
Financial
Liabilities
Trade and other
payables 126,440 126,440 0%
Convertible notes $\overline{\phantom{0}}$ 632,932 $\overline{\phantom{0}}$ 632,932 11.39%
Total financial
liabilities 632,932 126,440 759,372

Financial
Instrument
Fixed Interest Rate Maturing In: Total Weighted
Average
Floating
Interest
Rate
<1 Year
\$
1-5 Years
\$
>5 Years
\$
Non-
Interest
Bearing
\$ Effective
Interest
Rate
\$ Ş %
2019
Financial Assets
Cash 71 $\qquad \qquad \blacksquare$ 291,120 291,191 1.39%
Trade and other
receivables - 6,484 6,484 0%
Total financial
assets 71 - 297,604 297,675
Financial
Liabilities
Trade and other
payables 108,757 108,757 0%
Total financial
liabilities 108,757 108,757

Accounting policy: financial instruments Initial recognition and measurement

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.

Classification and subsequent measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the assets or liability, assuming the market participants acts in their economic best interests. The Consolidated Entity does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments.

(i) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period. (All other loans and receivables are classified as non-current assets.)

(ii) Financial liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost. Gains or losses are recognised in profit and loss through the amortisation process and when the financial liability is derecognised.

Derivative instruments

The Consolidated Entity does not trade or hold derivatives.

Financial guarantees

The Consolidated Entity has no material financial guarantees.

Financial liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost.

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option pricing models.

Derecognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

Fair value of financial instruments

The fair value of financial instruments measured on a recurring basis are disclosed at Note 7. The Consolidated Entity's other financial instruments consist of trade receivables, trade and other payables and borrowings. These financial instruments are measured at amortised cost and their carrying amounts approximate their fair value.

Accounting policy: fair value of assets and liabilities

The Consolidated Entity measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard. Fair value is the price the Consolidated Entity would receive to sell an asset or would have to pay to transfer a liability in an orderly (ie: unforced) transaction between independent, knowledgeable and willing market participants at the measurement date. As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.

To the extent possible, market information is extracted from either the principal market for the asset or liability (ie: the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (ie: the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs). For non-financial assets, the fair value measurement also takes into account a market participant's ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.

The fair value of liabilities and the entity's own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.

Valuation techniques

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

  • Market approach: valuation techniques that use prices and other relevant information generated by market transactions for identical or similar assets or liabilities.
  • Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single discounted present value.
  • Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity.

Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or liability, including assumptions about risks. When selecting a valuation technique, the Consolidated Entity gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data is not available and therefore are developed using the best information available about such assumptions are considered unobservable.

Fair value hierarchy

AASB 13 requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows:

Level 1

Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 2

Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3

Measurements based on unobservable inputs for the asset or liability.

The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3.

The Consolidated Entity would change the categorisation within the fair value hierarchy only in the following circumstances:

(i) if a market that was previously considered active (Level 1) became inactive (Level 2 or Level 3) or vice versa; or

(ii) if significant inputs that were previously unobservable (Level 3) became observable (Level 2) or vice versa.

When a change in the categorisation occurs, the Consolidated Entity recognises transfers between levels of the fair value hierarchy (i.e. transfers into and out of each level of the fair value hierarchy) on the date the event or change in circumstances occurred.

19. Events subsequent to year end

Other than as disclosed elsewhere in this Report, there are no matters or circumstances that 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 Consolidated Entity in future financial periods.

20. Interests in controlled entities

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

Name Country of Class of Equity holding
incorporation share
30 June 30 June
2020 2019
Jacka Resources Africa Limited BVI British Virgin Islands Ordinary 100% 100%
Jacka Resources Somaliland Limited BVI British Virgin Islands Ordinary 100% 100%
Company
30 June 2020
\$
Company
30 June 2019
\$
21.
Parent entity disclosures
(a) Financial position
ASSETS
Current Assets
Cash and cash equivalents 264,511 291,189
Trade and other receivables 4,954 6,484
Other assets 374 2,024
Total Current Assets 269,839 299,697
Total Assets 269,839 299,697

Company
30 June 2020
\$
Company
30 June 2019
\$
21.
Parent entity disclosures (continued)
LIABILITIES
Current Liabilities
Trade and other payables 74,153 56,471
Borrowings 632,932
Total Current Liabilities 707,085 56,471
Total Liabilities 707,085 56,471
Net Assets (437, 246) 243,226
EQUITY
Issued capital 48,761,633 48,761,633
Reserves 625,442 654,482
Accumulated losses (49, 824, 321) (49, 172, 889)
Total Equity (437, 246) 243,226
(b) Financial performance
Loss for the year (651, 432) (416, 332)
Other comprehensive income
Total comprehensive income (651, 432) (416, 332)

(c) Other financial assets and receivables

Loans are provided by the Company to its controlled entities for their respective activities. The recoverability of receivables and investments in subsidiaries is dependent upon the successful commercial application of these projects or the sale to third parties. Amounts receivable from controlled entities are non-interest bearing and have no fixed terms of repayment.

The Directors of the Company declare that:

    1. the financial statements and notes, as set out on pages 13 to 42, are in accordance with the Corporations Act 2001 and:
  • a. comply with Accounting Standards;
  • b. are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, as stated in Note 1 to the financial statements; and
  • c. give a true and fair view of the financial position as at 30 June 2020 and of the performance for the year ended on that date of the Company and the Consolidated Entity;

The Chairman and Company Secretary have each declared that:

  • a. the financial records of the Company for the financial year have been properly maintained in accordance with s286 of the Corporations Act 2001;
  • b. the financial statements and notes for the financial year comply with the Accounting Standards; and
  • c. the financial statements and notes for the financial year give a true and fair view;

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 signed in accordance with a resolution of the Board of Directors.

Max Cozijn Chairman 16 October 2020

Independent Auditor's Report

To the Members of Jacka Resources Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Jacka Resources Limited ("the Company") and its subsidiaries ("the Consolidated Entity"), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and 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 the Consolidated Entity is in accordance with the Corporations Act 2001, including:
  • (i) giving a true and fair view of the Consolidated Entity'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.
  • b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

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

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

Independent Auditor's Report To the Members of Jacka Resources Limited (Continued)

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial report, which indicates that the Consolidated Entity incurred a net cash outflows from operating of \$680,473 during the year ended 30 June 2020. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Consolidated Entity's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

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

Key audit matter How our audit addressed the key audit matter
Convertible Notes
As disclosed in Note 9 to the financial report, the
Consolidated Entity issued a convertible note during
the year with a face value of \$520,000. As at 30
June 2020 the balance of the Convertible Notes
liability was \$632,932 which reflects the tranches
received to date less relevant transaction costs
which are required to be amortised over the term of
the convertible notes.
Convertible Notes are considered to be a key audit
matter due to:
the value of the balance; and
the complexities involved in the recognition
and measurement of convertible financial
instruments and associated transaction
costs.
Our procedures amongst others included:
analysing the agreement to identify the key
terms and conditions for each convertible
note;
verification of the funds received from the
issue of convertible notes during the year;
assessing the accounting treatment of the
financial instruments in accordance with the
recognition and measurement as well as the
disclosure requirements of the relevant
Australian Accounting Standards;
evaluating management's option valuations
and assessing the assumptions and inputs
used;
assessing the calculation including relevant
amortisation of finance costs for the year;
and
assessing the adequacy of the disclosures in
Note 9 to the financial report.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Consolidated Entity'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 Consolidated Entity 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 Note 1, the directors also state in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial report complies with International Financial Reporting Standards.

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

Auditor's Responsibilities for the Audit of the Financial Report

Our responsibility is to express an opinion on the financial report based on our audit. 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 Consolidated Entity'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 Consolidated Entity'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 Consolidated Entity 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.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Consolidated Entity to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Consolidated Entity audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on the Remuneration Report

We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2020. The directors of the Consolidated Entity 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.

Independent Auditor's Report

To the Members of Jacka Resources Limited (Continued)

Auditor's Opinion

In our opinion, the Remuneration Report of Jacka Resources Limited, for the year ended 30 June 2020, complies with section 300A of the Corporations Act 2001.

Chartered Accountants Partner

BENTLEYS MARK DELAURENTIS CA

Dated at Perth this 16th day of October 2020