Aareal Bank
Annual Report 2020

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Globally significant nickel-cobalt resources and outstanding nickel sulphide and gold exploration in Western Australia Corporate Directory Directors Mathew Longworth, (Non-Executive Chair) Andrew Penkethman, (Managing Director and Chief Executive Officer) Ian Buchhorn, (Executive Director) Auditor Butler Settineri (Audit) Pty Ltd Unit 16, Level 1 100 Railway Road Subiaco WA 6008 Australia Company Secretary and CFO Sam Middlemas Registered and Business Office Suite 2, 45 Ord Street, West Perth Western Australia 6005 PO Box 1433, West Perth Western Australia 6872 Tel: Email: (08) 6244 5136 info@ardearesources.com.au Website www.ardearesources.com.au Share Registry Automic Group GPO Box 5193 Sydney NSW 2001 Tel: Tel: Web: www.automicgroup.com.au 1300 288 664 (within Australia) +61 2 9698 5414 (international) Stock Exchange Listing The Consolidated Entity’s shares are quoted on the Australian Securities Exchange. The Home Exchange is Perth. ASX Code: ARL - ordinary shares Table of Contents Chairman’s Letter ...................................1 Activities Report......................................2 Directors’ Report...................................18 Consolidated Statement of Comprehensive Income ....................29 Consolidated Statement of Financial Position .............................30 Consolidated Statement of Changes in Equity ............................31 Consolidated Statement of Cashflows ........................................32 Notes to the Financial Statements ......33 Directors’ Declaration ..........................47 Independent Auditor’s Report...............48 Shareholder Information .......................52 Tenement Schedule..............................54 Glossary ...............................................57 Photo above: Part of Ardea’s well equipped exploration base at Kalgoorlie, WA Cover - The faceted multi-coloured jewels represent the rich heart of WA and its diverse character in terms of landscape, minerals, and where Ardea projects are focused. Goongarrie Nickel Cobalt Project pilot plant nickel sulphate crystals - Ardea to produce nickel and cobalt for the growing Electric Vehicle and Static Storage Battery markets. ABN: 30 614 289 342 Chairman’s Letter to Shareholders 2020 Dear Shareholders, On behalf of the Board and Executive Management team of Ardea Resources Limited (“Ardea” or the “Company”) I would like to thank you for your continued support, particularly during the second half of the financial year with the onset of the COVID-19 pandemic. Ardea responded quickly to this challenge and implemented policies and procedures to protect our staff, service providers and the communities within which we operate. Despite this challenge, the Ardea Team have continued to make strong progress in unlocking the full potential of our high- quality Western Australian project portfolio. Ongoing priority workstreams include: 1. 2. Nickel-cobalt flow-sheet optimisation leading to development of the Goongarrie Nickel Cobalt Project (GNCP), which is part of our globally significant Kalgoorlie Nickel Project (KNP), located within the Eastern Goldfields world- class gold-nickel province; Nickel sulphide exploration within KNP tenements, with a current focus on following up high grade historic drilling results and off hole conductors, at Emu Lake – historic drill intercepts up to 2m at 6.2% Ni, 1.8% Cu and 2.2g/t PGEs; 3. Gold exploration within KNP tenements, where the basement rocks prospective for hosting gold mineralisation are concealed by the nickel laterite cover and/or transported alluvial and lake cover – proof of concept with intercepts in very limited initial drilling of up to 8m at 4.9g/t Au in the Aphrodite North area and 8m at 6.6g/t Au at Lady Charlotte in the Grafter area, both being previously undrilled green-fields targets; and 4. As part of the gold strategy, firming up a potential 2021 Kalgoorlie-focused gold spin-out with in specie share distribution at nil cost to Ardea Shareholders. Ardea is in a unique position to have a large strategic land holding with potential to supply sustainable ethically sourced Critical Minerals to help meet the needs of a modern low-carbon society. Project Enhancements are continuing on our flagship GNCP, with a focus on completing the Goongarrie Line and Highway resource updates, targeting >1% nickel leach feed grade and plant optimisation predicated on mineralised neutraliser. The resource updates will also include a maiden scandium component which will further demonstrate the projects’ strategic value. Over 100 gold targets have been defined within Ardea’s Eastern Goldfields tenure with this project pipeline ranked and being systematically explored. Early success at gold projects such as Big Four, Aphrodite North and Grafter provide proof of concept of an emerging gold camp buried by transported cover, only 70km north of the mining hub City of Kalgoorlie- Boulder. Ardea have been working with specialist nickel sulphide consultancy Newexco throughout 2020 and have defined multiple nickel sulphide targets at Emu Lake, within the Kalpini project tenements. Ground and down hole Electro Magnetic (EM) surveys are being planned, with compelling targets to be drill tested. Two off hole conductors have already been defined and could represent high grade nickel sulphide pods, using a Silver Swan exploration model. The spin out of Ardea’s Lachlan Fold Belt tenements in New South Wales was successfully completed with the Godolphin IPO offers raising $7.5 million. After meeting all conditions, Godolphin was admitted to the ASX on 16 December and commenced trading on 18 December 2019. The in specie distribution resulted in 30 million Godolphin shares being distributed at nil cost to eligible Ardea Shareholders. The 2021 financial year has commenced at pace with several emerging gold discoveries on the Bardoc Tectonic Zone (BTZ) within Ardea’s GNCP tenure. Ongoing drilling will define the potential of these targets, with any discovery success having the potential to be fast tracked towards production as most targets are located on granted mining leases. I am looking forward to the year ahead and applying my extensive nickel laterite feasibility study, gold discovery and mine development experience within the KNP tenements to build upon the excellent work already completed by the Ardea Team. The significant progress made by Ardea in 2020 would not be possible without the ongoing support of the communities in which we operate and Ardea’s employees, directors and consultants. I would like to thank you all for your support and professional work culture. Yours sincerely Mat Longworth, Chairman Ardea Resources Limited & controlled entities - Annual Report 2020 1 Ardea Resources Limited Activities Report Corporate Objectives Ardea is an exploration and development Company with a strategic portfolio of 100%- controlled projects located within the Eastern Goldfields world-class nickel gold province in Western Australia. The Company believes that Western Australia is the world’s premium operating jurisdiction with certainty of title demonstrated through 130 years of sustained mineral production and the development of transparent and ethical safety, environmental and operating procedures. Western Australia currently continues to operate internally with minimal economic restrictions due to border closures and exclusion of COVID. The Company is focused on: 1. 2. Development of the Goongarrie Nickel Cobalt Project (GNCP), which is part of the Kalgoorlie Nickel Project (KNP), a globally significant series of nickel-cobalt- scandium deposits which host the largest nickel-cobalt resource in the developed world; Nickel sulphide exploration within KNP tenements aimed at making significant discoveries. Both disseminated and massive nickel sulphide targets have been defined, with any future production entirely complementary to the nickel laterite strategy; 3. Gold exploration and resource definition work; focusing on targets proximal to the KNP nickel deposits on the basis of potential infrastructure synergy with the nickel- cobalt developments; and 4. Gold corporate activity, including farm-outs and new tenement applications complementing existing nickel-gold projects leading to a potential Kalgoorlie-focused gold spin-out. The KNP is comprised of a series of major undeveloped nickel-cobalt laterite deposits, which total 773Mt at 0.70% nickel and 0.05% cobalt and are located within 150km of the regional mining hub of the City of Kalgoorlie-Boulder, Western Australia. With total contained metal tonnages of over 5.4Mt nickel and over 400,000t of cobalt, the KNP is a globally significant resource and the largest highest nickel grade deposit of its kind in Australia. Ardea’s nickel-cobalt resources are located on granted mining leases, with a Native Title agreement in place, which will help expedite future project development. Photos top: Ardea’s KNP projects are highly prospective for gold Photo opposite: Exploration drilling at Lady Charlotte prospect within the Grafter area Nickel demand is expected to grow strongly in the decade ahead from traditional uses such as stainless steel and more significantly the rapidly emerging technologies such as Lithium Ion Batteries (LIB). The majority of auto manufacturers continue to commit to nickel-manganese-cobalt (NMC) 811 batteries for their planned Electric Vehicle expansion, which uses more nickel than earlier technology batteries. This adoption of NMC 811 battery technology is expected to place even greater demand on nickel. Ardea is seeking to become a significant player in the LIB supply chain by producing high purity, sustainable, ethically sourced nickel and cobalt from the KNP. Optionality to consider production of other Critical Minerals also exists with scandium, Rare Earth Elements (REE), High Purity Alumina, vanadium and manganese also present and extractible within the KNP mineralisation, as confirmed by Ardea’s standard 65 element drill assay suite. In addition to advancing Ardea’s strategic KNP nickel-cobalt resources, the Company continues to evaluate its Eastern Goldfields tenement holding and define compelling nickel sulphide and gold exploration targets. These targets are ranked and worked up to the drilling stage, with exploration a critical budget allocation, as any new discovery success is expected to generate significant additional Shareholder value. Ardea’s KNP is unique among the world’s lateritic nickel-cobalt deposits in that it has developed upon ultramafic rocks that are within and are a part of major, crustal-scale gold-mineralised structures, notably the Bardoc Tectonic Zone (BTZ). Within Ardea’s KNP tenements the primary focus by past explorers has been on nickel-cobalt laterite exploration, with minimal gold or nickel sulphide exploration completed within the last 20 years. Over this period there have been significant advances in the geological understanding of the Eastern Goldfields and exploration technologies. Resource breakdown, last disclosed in Ardea 2019 Annual Report, ASX Release 24 October 2019.. Per Goongarrie Expansion Study ASX release, 24 July 2018. All the material assumptions underpinning the forecast financial information derived from a production target, in the initial public report referred to in rule 5.17 continue to apply and have not materially changed. 2 Ardea Resources Limited & controlled entities - Annual Report 2020 continued Covered area (Ardea) Buried gold camp? 30-40km regularity Figure 1: Gold endowment along the Bardoc Tectonic Zone and the contiguous Boulder-Lefroy Fault, after Hodkiewicz et al. The Ardea Team stay at the forefront of these advances, utilising the historic KNP data base assays and new assays from the archived KNP drill sample pulps to synthesis exploration models which are now making significant new discoveries. There are multiple benefits to gold exploration within the KNP tenements including first and foremost discovery success, as shown by the emerging Aphrodite North and Lady Charlotte gold discoveries. But every hole drilled provides new knowledge, and where gold is not intersected, these areas are effectively sterilised and can be considered as infrastructure sites for the development of future nickel-cobalt operations. Nickel sulphide exploration opportunities have been defined at multiple KNP project areas, with a current focus on following up historic high-grade drilling results and untested off hole Electro-Magnetic (EM) conductor plates within Ardea’s Emu Lake Kalpini project. A balance will continue to be achieved between advancing Ardea’s strategic KNP nickel-cobalt resources and nickel sulphide and gold exploration opportunities with the goal of progressing multiple work streams to allow full value to be captured from the Company’s quality Western Australian tenement portfolio. Ardea Resources Limited & controlled entities - Annual Report 2020 3 Activities Report Goongarrie Nickel Cobalt Project Overview The GNCP within the KNP is considered an optimum project development site given the proximity to the mining service City of Kalgoorlie-Boulder and the benign arid environmental setting, which favour GNCP as a future sustainable and ethical source of the nickel and cobalt that the Electric Vehicle and Static Storage Battery industries increasingly favour. Current priority workflows include: • • • • • • Strategic Partner Process – Exponential growth in the LIB supply chain continues with multiple global organisations looking to secure future ethical supplies of nickel and cobalt and expand production capacity to meet growing demand. Ardea remains committed to ensuring nickel and cobalt off-take from the GNCP is linked to a project funding commitment and that completion of the Definitive Feasibility Study is linked to the specific requirements of the Strategic Partner/s to ensure that project development scale and end product specifications meet their needs. With Ardea’s large Western Australian based KNP resource base, the Company is one of a select few on a global scale able to ensure ethical supply that can be ramped up to >40,000tpa of nickel metal equivalent. Recent Strategic Partner discussions indicate that several potential partners have a preference for securing a Mixed Sulphide Precipitate (MSP). Ardea continues to progress discussions with potential project partners, alongside advisors, KPMG. Resource Update – A resource update is nearing completion for the full 25km of strike covered by the GNCP deposits, Goongarrie Hill, Goongarrie South, Big Four and Scotia Dam. In addition to nickel-cobalt estimates, this resource will include a maiden scandium estimate and detailed material type classifications for mine planning. The project has required re-assay of some 3,000 archived drill sample pulps, a task which has added considerable complexity and time requirements to the program, but with the models now generated, has been of excellent value. High Grade Mine Schedule – Goongarrie and Highway will be included in the Life of Mine plan and updated mining study once the resource updates have been completed, with the aim of maintaining High Pressure Acid Leach (HPAL) leach feed grades of over 1% nickel for at least the first 15 years of operation. Open pit optimisations and detailed mine scheduling is including a tailings pit back-fill schedule, waste landform locations and pit de-watering, utilising the updated GNCP wireframes and block models. Mineralised Neutraliser – High-nickel magnesium serpentine units with associated carbonate saprock have been identified in Research and Development (R&D) programs that can be used as a local source of in-pit neutraliser, which will minimise waste rock generation and reduce the need for transporting consumables such as lime to site. Flow Sheet – Mass balance reviews continue and are expected to further enhance the GNCP economics. These options include: o o o o o Replacement of leach residue filters with a conventional Counter Current Decantation circuit; Co-disposal of spent tailings with mine waste; Replacement of raw water thermal crystallisation with Reverse Osmosis; Replacement of chemical water softening with nanofiltration; and Modelling alternative in-pit neutralising agents (with nickel credits). Environment and Approvals – The GNCP is being designed to minimise its environmental footprint in line with Ardea’s commitment to best practice Environmental, Social and Governance principles. Key planned development attributes to minimise the project footprint include: o The strip ratio is low at approximately 2:1, minimising project waste rock generation; o Waste is either used for construction of integrated waste landforms, progressive back-fill of exhausted pits or rehabilitating completed mine areas, always finishing with re-afforestation; o o o o Slurry tailings are planned to be deposited in exhausted pits, eliminating the need for above-ground valley-fill Tailings Storage Facilities; Early-mined nodular surface laterite waste is particularly well suited as road base for site access roads or rehabilitation materials; The ultramafic mine waste from anecdotal observation favours local flora assemblages for revegetation including agroforestry; and There are no indications of Acid Mine Drainage risk. 4 Ardea Resources Limited & controlled entities - Annual Report 2020 continued The Goldfields Highway and Kalgoorlie-Leonora rail line and optic fibre line cross GNCP tenure south of Goongarrie, providing direct access to ports and markets • • • Water sources and treatment - Highly encouraging results have recently been received from a second round of membrane separation test-work completed in the United States. This R&D strongly supports the technical feasibility of producing a relatively soft permeate with good yields under a high-pressure filtration strategy. The application of membrane separation is expected to simplify the water treatment section of the flowsheet and result in reduced Capital and Operating Costs, as opposed to the 2018 PFS flowsheet using a thermal desalination base-case.   Tenement Consolidation – KNP and in particular GNCP tenure continues to be consolidated and adjoining infrastructure sites secured. During the last 12 months, opportunistic tenement acquisitions that contain nickel sulphide and gold targets on regional gold Tectonic Zones have been secured. Stakeholder Engagement – Strong support continues to be received from the Communities and Local Government in the jurisdictions within which Ardea operates. Ardea Resources Limited & controlled entities - Annual Report 2020 5 Activities Report Feasibility Programs Ardea’s “WINNER” (Water, In-pit Neutraliser and Nickel Enhanced Reserve study) workstreams continue with a key focus on leveraging off Ardea’s extensive reserve and resource base additional to its flag-ship GNCP. Other projects within short haulage distance of the planned GNCP HPAL process plant, initially the Highway and Siberia North deposits, are being appraised for selective high-grade (>1% nickel) plant feed. The aim is to optimise plant feed grades for an initial 2Mtpa HPAL train exceeding 1% nickel for at least 15 years. Options to develop a second 2Mtpa HPAL train will also be considered. Ardea is in a unique position of having this resource optionality due to the very large size of the nickel and cobalt resources, facilitating high grading and selective recovery of key geo-metallurgical mineralisation types. Work during the year was focused on resource modelling, pit optimisations, mine planning, metallurgy, environmental studies, permitting and availability of infrastructure sites. These programs shape and define the planned site layout, which is the critical parameter for the approvals process and maintaining a sustainable site. Processing Research and Development The Research and Development (R&D) focus continues on the Critical Minerals essential for the new age technologies used in limiting carbon emissions, such as the Electric Vehicle (EV), Static Storage Battery (SSB) and wind-turbine sectors. Highly-sought Critical Minerals potentially occurring within the KNP lateritic enrichment profile include: • • • • • • Nickel, manganese and cobalt (NMC) being overwhelmingly the most common constituents of LIB cathodes; EV electric motor REE magnet metals notably neodymium and praseodymium. The KNP has common cerium, and potential for dysprosium, lanthanum and terbium. Ardea’s Andrew Penkethman (Managing Director & CEO) with Matt Painter (General Manager - Exploration) undertaking project appraisal within the KNP Scandium for scandium-aluminium lightweight, high-strength EV chassis; High Purity Alumina (HPA) for sapphire glass in EVs and mobile devices such as phones and computers; Vanadium for SSBs; Other Critical Minerals targets identified within the KNP assay data base include: o o Barium, chromium, gallium, indium, molybdenum, tellurium, titanium, tungsten, yttrium, zirconium; and Extra Platinum Group Metals - ruthenium, rhodium, osmium (due to excessive assay cost, using platinum- palladium as a pathfinder in pulp re-assay). Critical Minerals Ardea continues to engage with the Commonwealth Critical Minerals Facilitation Office. Research continued on the Ardea drill hole data base, defining multiple Critical Minerals and REE settings. The REE enrichment mirrors nickel-cobalt enrichment at the Magnesia Discontinuity within the regolith profile. The R&D programs have focused on REE recovery (notably cerium, neodymium and praseodymium) in parallel circuit with scandium (using Ion Exchange). Ardea have archived over 20 years of drill assay pulp samples at their West Kalgoorlie Operations Office. These drill assay pulps are being systematically re-assayed throughout the KNP starting with an approximate 80x80m collar spacing at Highway and then 160x80m spacing at Goongarrie Hill, Siberia North, Bulong and Kalpini. Results continue to be reviewed and interpreted and incorporated in the resource update. This same approach is being systematically applied to all KNP resource areas. 6 Ardea Resources Limited & controlled entities - Annual Report 2020 Figure 2: Ardea’s strategic project portfolio within the Eastern Goldfields of Western Australia Ardea Resources Limited & controlled entities - Annual Report 2020 7 Activities Report WA Nickel Sulphide and Gold projects Ardea has a significant number of additional projects outside of the flagship GNCP. Most of these projects host nickel- cobalt laterite resources of the KNP (that could supplement future GNCP production), but also host significant “green-fields” nickel sulphide and/or gold mineralisation (see Figure 2). The Ardea Western Australian mineral tenure covers over 4,000km2 and represents a strategic land holding in one of Australia’s premier nickel sulphide and gold provinces. In light of the record high Australian dollar gold price, Ardea will continue to systematically appraise, assess, and explore its tenements for gold mineralisation and consider strategic opportunities which complement existing projects. The following summary updates Ardea’s priority exploration projects and recent progress. Ardea gold strategy The nickel laterites of Western Australia’s Eastern Goldfields province are typically localised around crustal-scale Tectonic Zones (TZ), which control geological events from initial olivine komatiite rift volcanism, epiclastic sedimentation, Layered Mafic Complex emplacement, late stage diorite intrusion and finally through to the late stage crustal convective cells responsible for orogenic gold deposition. The TZs are exceptional greenfields gold targets. The Bardoc Tectonic Zone (BTZ) is the northern strike continuation of the Boulder Lefroy TZ, which hosts major gold camps at Kalgoorlie-Boulder (>80Moz gold), New Celebration (3.2Moz) and St Ives (6.5Moz). Despite the obvious gold pedigree of Ardea’s tenure, during the last 23 years it has been solely developed as a nickel- cobalt laterite project, with ownership and control successively by Heron Resources and then Vale Inco (PFS 2009). There has been no systematic and modern gold exploration. With Ardea’s acquisition of the project in 2017, for the first time in two decades, systematic gold evaluation commenced, through Ardea’s gold and multi-element pathfinder assay suite and detailed geophysical data interpretation to help “see” through the cover blanket laterite and ancient lake sediments. In terms of developing a gold exploration model, Ardea’s approach has highlighted the presence of intense deformation, iron-rich dolerite and late stage diorite intrusives within the GNCP, all the key elements for significant gold mineralisation within Kalgoorlie-Boulder’s Eastern Goldfields gold province. Ardea will continue to advance its gold strategy and has already defined well in excess of 100 targets, which have been ranked and are being systematically explored. The immediate priority is on the top ranked gold targets at the GNCP, where all drilling information helps provide critical information to assist with siting future GNCP infrastructure. Bardoc Tectonic Zone Ardea’s GNCP is unique among the world’s lateritic nickel-cobalt deposits in that it has developed on ultramafic rocks that are within and a part of a major, crustal-scale gold-mineralised structure being the Bardoc Tectonic Zone (BTZ). The BTZ hosts gold mining centres, from south to north, at Paddington, Goongarrie, Comet Vale and Menzies (see Figure 1). Ardea has granted tenure with known gold endowment from south to north at Windanya, GNCP, Highway, Moriaty and Ghost Rocks, holding a cumulative 65km of the regionally significant BTZ (see Figure 1). The majority of the BTZ on these project areas is obscured by shallow cover and the development of the laterite profile. For this reason, historic gold exploration is limited. However, Ardea’s gold target generation and exploration work continues to confirm the gold prospectivity with a maiden resource defined at Big Four Gold and emerging discoveries on the Aphrodite North trend and at Lady Charlotte within the Grafter project area. Further work is underway to unlock the gold potential of Ardea’s under- explored projects, including a research project with Australia’s national science agency, the Commonwealth Scientific and Industrial Research Organisation (CSIRO). The CSIRO’s Regolith Geosciences team is studying the behaviour of gold within and adjacent to the Critical Mineral occurrences of the Goongarrie Nickel Cobalt Project. Big Four gold prospect The Big Four gold prospect is located 70km north northwest of the City of Kalgoorlie Boulder, within the footprint of the GNCP. Infill and extensional drilling completed by Ardea in January 2020 and historic data collated by the Company has enabled estimation of an Inferred Mineral Resource being 178kt at 2.7g/t gold for 15,300oz gold (0.5g/t Au cut off). 8 Ardea Resources Limited & controlled entities - Annual Report 2020 This result provides proof of concept of the gold mineralisation potential of the BTZ within Ardea’s GNCP, which elsewhere is concealed by Quaternary sediments and the overprinting nickel laterite profile. Metallurgical composites have been prepared from the RC drill samples and are currently undergoing metallurgical testwork, confirming gravity and cyanide leach recoverable gold (no refractory gold identified). Once completed, the total gold recoveries will be available to advance discussions on monetising the Big Four Gold deposit. Grafter gold prospect The Grafter gold prospect is an underexplored area, covering 3.7 x 1.5km in the south-eastern GNCP (Figure 3), located approximately 65km north northwest of the City of Kalgoorlie Boulder. Around 80% of the area is covered by transported and laterite cover and has been interpreted from a combination of field work and desk top studies as a deformed mafic hangingwall sequence highly prone to gold mineralisation. As the area was previously held by prospectors, there has been no modern systematic exploration. The Ardea exploration team have identified similar structural relationships to BTZ-BLF “structure kinks” as documented at the Paddington, Kalgoorlie and New Celebration gold camps. A modest “toe in the water” first-pass RC exploration program has commenced at Grafter to test three different types of target (A / Lady Charlotte, B and C – Figure 3), with the knowledge gained to be used to continue to refine the exploration targeting approach on concealed BTZ gold targets. Two RC holes were completed at Lady Charlotte in July 2020. The initial RC result from ABFR0286, 8m at 6.57g/t Au from 24m, is an excellent start to the first round of gold exploration drilling at Grafter. This intercept is interpreted to represent high grade supergene mineralisation, with the primary lode position and orientation to be defined by follow-up RC drilling. The prospect is located immediately south of an extensive plain of transported cover. The initial Grafter drilling was selected at Lady Charlotte on the expectation of shallower transported cover, thus allowing a more cost-effective window in on the sub-surface geology. On the regional scale, it is very interesting that on drill-testing, the first exposures for several kilometres are mineralised. Follow-up exploration drilling to recommence in late September 2020. is planned continued A B C Figure 3: GNCP location plan, showing Ardea tenements in red and highlighting the location of the Grafter (red dashed box) and Aphrodite North (red dashed box) prospects. The location of the three initial target areas, A (Lady Charlotte), B and C, to be explored at Grafter are shown along with the main interpreted gold trends (dashed grey lines) and prospects (yellow crosses). Projection GDA94 MGA94 Zone 51. Ardea Resources Limited & controlled entities - Annual Report 2020 9 Activities Report Aphrodite North gold prospect The Aphrodite North area is located approximately 80km north of the City of Kalgoorlie-Boulder (Figure 3). Aphrodite North is entirely covered by 30-40m of transported material and thus exhibits no surface gold anomalism. The target structure extends in a north-northwest orientation throughout Ardea’s Mining Lease, M29/426 and is located 3km east of the nearest of the nickel-cobalt deposits that constitute the GNCP. The Aphrodite North target was identified on a structural feature within the BTZ hosting significant gold deposits outside of Ardea’s tenure. The structural line connects the 1.7Moz Aphrodite gold deposit (BDC ASX release 25 June 2020) to the south, with the Goongarrie Lady and Jenny’s Reward open pits at the historic Goongarrie gold mining centre to the north. It demarcates the contact zone between the Victorious Basalt and the overlying Black Flag Formation volcaniclastic sediments, and is a common regional host to gold mineralisation. On Ardea’s ground, this trend is entirely covered by transported sands and lake clays located on flat scrubby plains south of Lake Goongarrie. First-pass regional aircore drilling completed in May 2020 defined anomalous gold mineralisation over a 2.4km northwest trend. Gold anomalism and interpreted structural complexity was strongest on section 6666440mN with this section the priority for follow-up RC drilling completed in July 2020. The results from RC holes AANR0001 and 2 on section 6666440mN, include: • • AANR0001: 6m at 3.60g/t Au from 44m from the West 2 Lode including 2m at 9.99g/t Au from 44m and 8m at 4.94g/t Au from 172m to 180m End of Hole (EOH) in Main Lode including 4m at 9.42g/t Au from 172m AANR0002: 10m at 1.52g/t Au from 76m from the East 2 Lode and 2m at 0.63g/t Au from 226m to 228m EOH from Main Lode RC drilling and drill chip logging at Aphrodite North July 2020. The working section used in the field showing the target dolerite host rock, multiple zones of quartz veining, foliation intensity and potassic alteration - sericite, biotite, quartz, carbonate and pyrite increasing with depth. 10 Ardea Resources Limited & controlled entities - Annual Report 2020 continued These results confirmed a typical Eastern Goldfields dolerite-hosted orogenic gold system with multiple lodes defined over a 170m horizontal width at the contact of a western dolerite with eastern andesitic volcaniclastics and shale. Based on a nominal 0.5g/t Au cut-off within a 0.1g/t Au lode envelope, visual quartz-pyrite-calcite veining and sericite-chlorite-biotite alteration (with multi-element confirmation), six preliminary lode structures have been defined. Each of these lodes will require follow-up drilling. The return of such encouraging grades in an initial RC drill program, being significantly higher in bedrock than the earlier aircore program in weathered saprolite, is highly encouraging. Unfortunately, drill conditions required AANR0001 to be stopped at 180m within a zone of strong potassic alteration and well short of the planned depth of 250m. Accordingly, the Main Lode remains open. Scissor hole AANR0002 was designed to test the Main Lode at approximately the same piercement point, but also had to be stopped before the 250m target depth, at 228m. AANR0002 had just entered the Main Lode East, returning 2m at 0.63g/t Au after drilling some 30m of strong carbonate veining that characterises the approach of lode contacts. Drillholes to the north and south also intersected hypogene gold mineralisation. Despite grades not being as high as those intersected in AANR0001 and AANR0002, it is important to note that strong veining and alteration are associated with the more moderate gold grades. Whether some of these lodes are outside the controlling mineralised plunge cannot yet be assessed, so it is important that these lower grade zones are followed up to fully define the extent of gold mineralisation throughout the Aphrodite North area. Follow-up RC drilling to infill the Main Lode gap between holes AANR0001 and 2 is a high priority, along with defining gold mineralisation extents along strike. RC drilling commenced on 8 September 2020 with results for this emerging gold discovery keenly awaited. RC drill chips at Aphrodite North and close up of alteration. Ardea Resources Limited & controlled entities - Annual Report 2020 11 Activities Report Highway - Moriaty gold and nickel sulphide prospects The Moriaty tenements, at the eastern boundary of the Highway nickel laterite project are located immediately north of the GNCP tenements (Figure 1, 2 and 8) within the BTZ. Detailed compilation of over 50 years of historic exploration was completed during the year, including assessment of old reports, plans and drill logs, the open file drill hole database, nickel sulphide petrology and legacy EM survey information. All existing data has been compiled into a GIS digital platform with detailed geological interpretation underway. Nickel sulphide and gold exploration targets have been defined and added to and ranked against targets already defined at other Ardea projects. Follow-up exploration programs are planned for priority targets once the current GNCP gold programs are completed. Windanya gold prospect Windanya is hosted within the BTZ, 50km north of Kalgoorlie and 20km south of the GNCP Scotia Dam nickel-cobalt deposit. It is a major historical gold mining centre that was operational in the 1900s (see Figure 2). Significant historic gold workings are evident on the tenement and extend as a corridor to other workings to the north and south of Ardea’s tenure. Sourcing of historic information and data interpretation has been completed, with a focus on the Half Mile Reef gold mine located near the centre of Ardea’s Windanya ground holding. Half Mile Reef was a major underground gold mine at its peak in the early 1900s, and was the location of the regional State gold production battery. Historic records sourced for the Half Mile Reef indicate that between 1897 and 1906, 23,480 tonnes of ore were mined from an underground operation, producing 12,993 ounces of gold. This indicates a recovered gold grade of 17.2 g/t, with the head grade likely to be considerably higher. Ardea is the first Company to source all historical data, including old mine plans (Figure 4) and to create digital files so that this information can be assessed in 3D. These files confirm that a 183m (600 foot) deep shaft was developed, with stoping to a depth of at least 170m. Level development and discontinuous stoping was completed over a horizontal distance of at least 213m (700 foot). This information has been modelled in 3D to help refine the controls on high grade gold mineralisation historically mined and has been projected down plunge as a check on the effectiveness of historical drilling. The majority of historic drilling around the old mine workings was either too shallow or missed the plunge projection of the main mineralised structure. Ardea is the first Company to compile and assess all legacy data in such detail to provide confidence for drill-hole siting in future exploration. A number of targets have been defined and initial exploration drilling around the Half Mile workings is expected to commence in October 2020. Figure 4: Half Mile Reef Historical Long Section looking Southwest. 12 Ardea Resources Limited & controlled entities - Annual Report 2020 continued Bulong and Taurus gold prospect Ardea’s Bulong tenements are located approximately 30km east of the City of Kalgoorlie Boulder. The regionally significant crustal scale gold-controlling structure, the Goddard Fault, trends north-south and passes through Ardea’s Bulong tenure (Figure 5). This structure represents a northern splay of the regionally significant Mount Monger Fault, which hosts gold mineralisation to the south, with the best-known operating mine in the area at Daisy Milano. Historically, the focus on the Bulong tenements has been on high grade laterite hosted nickel-cobalt mineralisation (54.1Mt at 0.88% Ni and 0.05% Co, for contained metal of 476.1kt nickel and 28.8kt cobalt) as part of the KNP resource base, with minimal historical gold exploration. Ardea commenced systematic gold exploration with a detailed mapping and sampling program around the historic Taurus underlay shaft and multiple workings in the area. Fifty four rock chip samples were collected during the mapping program with 22 samples (40%) 1g/t Au or greater and the average grade for all samples collected in this program was 4.86g/t Au. This program has the controls on gold mineralisation in the project area. refined Mapping has identified several other possible Taurus lode repeats as well as providing orientation and shear sense indicators. This information will be used to complement historic drill data, which is presently being compiled in detail, and other historic datasets. 3D models will be constructed from these datasets to enable definition of drill targets. Ardea works with Kalgoorlie-Boulder prospectors who have been recovering alluvial, eluvial and primary gold in the area which is assisting with Ardea target generation and furthering the understanding of the controls on Bulong gold mineralisation. In addition to the significant nickel-cobalt resources hosted at Bulong, 36 exploration targets have been defined. These range from gold, PGEs and base metals (nickel, copper, lead and zinc). Limited historic nickel-cobalt laterite drill holes have been located over some of the gold targets and a search for the historic pulps within Ardea’s West Kalgoorlie sample archive facilities has been completed and samples submitted for multi-element assay, including gold for the first time. This is a low impact and much cheaper form of exploration, as it removes the need to redrill holes. Figure 5: Bulong Project location plan showing Ardea’s tenements in red and the regionally significant Goddard Fault. Ardea Resources Limited & controlled entities - Annual Report 2020 13 Activities Report Kalpini - Emu Lake nickel sulphide and gold prospect Emu Lake is part of the Kalpini group of tenements and located 70km north-east of Kalgoorlie (Figure 2 and 8). The Kalpini group is home to significant lateritic nickel resources of the KNP (75Mt at 0.73% Ni and 0.04% Co, for contained metal of 476.1kt nickel and 28.8kt cobalt). There are multiple historic nickel sulphide drill hole intersections exceeding 1% nickel. Previous explorers include Jubilee Mines, Emu Nickel, Xstrata and Pioneer Nickel. The komatiite belt is known to be fertile for nickel sulphide, with previous explorers recording significant drilling results, such as 2m @ 6.2% nickel in historic core drilling (Heron Resources Limited ASX release 26 November 2013. ELD015, 2m at 6.2% Ni, 1.78% Cu, and 2.17g/t PGEs). Results of this tenor confirm unequivocal nickel sulphide endowment and prospectivity. A limited RC drilling program by Ardea in 2019 identified VMS base metal sulphides in the footwall of the nickel sulphide stratigraphy. This is most favourable in terms of komatiite channel nickel sulphide models. Ardea is continuing the assessment of the historic data from the region with the assistance of leading nickel sulphide and EM consultants Newexco. A pipeline of nickel sulphide exploration targets have been defined, with follow-up work currently under way (Figure 6). The top priority targets are two off-hole EM conductors that could represent high grade, Silver Swan style nickel sulphide occurrences. A large number of gazetted gold occurrences are noted to the west of Ardea’s Kalpini project, mainly associated with the crustal-scale Emu Fault. Additionally, there are historic gold occurrences within Ardea’s tenements, with the area primarily assessed as a nickel-cobalt laterite project and nickel sulphide exploration opportunity in the past. As a result of this, assaying historic drill samples for gold has been extremely limited, with Ardea now the first to do so. Base of oxidation Emu Lake DHEM Plate Emu Lake DHEM Plate Poseidon Nickel Silver Swan nickel sulphide deposit superimposed Potential at Emu Lake for short strike length, Silver Swan style nickel sulphide to 1500m depth Ardea Emu Lake nickel sulphide open to 500m Figure 6: Ardea’s Emu Lake Binti Gossan Long section showing historic drilling, off hole conductor EM plates INSET superimposed Silver Swan underground workings and nickel sulphide occurrences at the same scale for comparison of the nickel sulphide exploration model being applied. 14 Ardea Resources Limited & controlled entities - Annual Report 2020 continued Perrinvale nickel sulphide and gold prospect Perrinvale is located approximately 100km west of Leonora. The Ardea exploration model is based on recent nickel sulphide discoveries immediately west of Perrinvale made by St George Mining. Regional magnetic data highlights that the feature which hosts the St George Mining nickel sulphide discoveries within the Cathedrals Belt, has an east-northeast strike and extends into Perrinvale (Figure 7). At Perrinvale, is overlain by transported cover, requiring geophysical methods such as moving loop Electro Magnetic (MLEM) surveys for exploration targeting. this prospective trend MLEM surveys have been completed by Ardea over three separate zones at Perrinvale with a consultant’s field report received during the December 2019 Quarter which recommended follow-up including shallow aircore exploration drilling beneath to transported cover determine basement geology and the geochemical signature associated with the EM anomalies defined. Surface EM surveys were recommended over the areas not covered by the initial trial survey. A gold targeting review was completed by Ardea and reaffirmed that the eastern part of the tenure overlies poorly exposed greenstones along the northern extension of the Zuleika Shear system, which is a known gold-bearing structure at Kundana, south of Ardea’s tenure. The fact that there are no gazetted gold occurrences over the greenstone belt within Ardea’s tenure is believed to be a function of the surface cover hiding the prospective basement rocks. Figure 7: Perrinvale Project geology plan, highlighting the Cathedrals Belt (known Ni Cu PGE bearing structure) and Zuleika Shear (known gold bearing structure eg Kundana) passing through Ardea’s tenements. Projection GDA94 MGA94 Zone 51. An internal review of geophysical datasets, focused the predominantly interpretation of aeromagnetic data, has defined a number of gold exploration targets which have been ranked and added to Ardea’s ranking system and represent regional targets that would be best explored with wide spaced RAB or Aircore drilling through the surface cover for geological logging and geochemical sampling. This data would then be used to help vector in on any bedrock gold anomalism defined, targeting a greenfields discovery. on Ardea Resources Limited & controlled entities - Annual Report 2020 15 Activities Report Bardoc Tectonic Zone Nickel Sulphide nickel Work is still at an early stage on defining nickel sulphide potential throughout Ardea’s ground holding within the BTZ. Several defined occurrences and anomalies at Big Four East, Highway and Moriaty are being used to further assess the ultramafic sequences of the GNCP, where sulphide mineralisation if present would be located in fresh rock beneath the various lateritic deposits. Using proprietary Ardea geochemical markers and vectors, targets are being developed for drill testing. Samples are also being sourced for a planned chromite study with the CSIRO, which can help determine nickel sulphide fertility. Figure 8: Ardea’s tenure showing nickel sulphide projects, ultramafic sequences and Bardoc Tectonic Zone With field work managed from Ardea’s West Kalgoorlie Operations Office, we are proud to be part of the Kalgoorlie-Boulder Community Photograph by Jedd Penkethman 16 Ardea Resources Limited & controlled entities - Annual Report 2020 ABN 30 614 289 342 Financial Statements for the year ended 30 June 2020 Ardea Resources Limited & controlled entities - Annual Report 2020 17 Directors’ Report The Directors present their report on Ardea Resources Limited and the entities it controlled at the end of and during the year ended 30 June 2020 (“financial period”). DIRECTORS & SENIOR MANAGEMENT The names and details of the Directors and Senior Management of Ardea Resources Limited during the financial period and until the date of this report are: Mathew Longworth – BSc (Hons) MAusIMM Non-Executive Chair Appointed 31 July 2020 Matthew Longworth is a geologist with 33 years experience across exploration, project evaluation/development, operations and corporate management. He previously held roles as Exploration Manager, COO and CEO/Managing Director with Australian listed companies, and mining analyst with a boutique investment fund. In his senior corporate roles, Mathew led multidisciplinary project evaluation and development teams. Mr Longworth is a member of the Australasian Institute of Mining and Metallurgy. Mr Longworth has excellent experience of the key Ardea exploration and development projects, being the Bardoc Tectonic Zone (BTZ) gold and Kalgoorlie Nickel Project (KNP) nickel-cobalt. In 1996 Mr Longworth assumed management responsibility for all of Goldfields and then Aurion Gold exploration in the Eastern Goldfields including the Kundana and Paddington mine areas and the BTZ. This included being part of the team that made the discovery and initial resource estimation of the Aphrodite gold deposit in 1997 to 1999 and Raleigh and Paradigm gold deposits in 2000. After the takeover of Aurion Gold by Placer Dome Mr Longworth joined Heron Resources in 2003 as Exploration Manager rising to Managing Director in 2007 to 2011. Mr Longworth applied his intimate knowledge of the BTZ and broader Eastern Goldfields geology to the KNP to collaborate with Vale Inco in their 2005 to 2009 KNP feasibility study. He is currently a non-executive Chairman of ASX listed Metalicity Limited (1 July 2019 to present), and Chairman of the unlisted Company Greenfields Exploration Limited. Mr Longworth has no other public company directorships. Andrew Penkethman – BSc, FAusIMM, MAIG Managing Director & Chief Executive Officer Appointed Managing Director 5 February 2020 following his appointment as Chief Executive Officer on 1 April 2019 Andrew Penkethman is a resources sector executive and geologist with over 25 years experience in the resources industry. His technical skills include project evaluation, early stage and near mine exploration, resource development, feasibility study management, permitting, stake holder engagement and mine development across open pit and underground operations within Australia and overseas. Commodities experience includes gold, base metals, battery minerals and energy commodities over a range of geological settings. Mr Penkethman’s technical expertise is complimented by over 15 years in executive roles with a strong corporate focus including strategic partner processes, joint venture management, financial modelling, and project acquisition and divestment. Mr Penkethman has ASX, AIM and TSX equity markets experience. He holds a Bachelor of Science degree from the University of Wollongong, is a Fellow of the Australasian Institute of Mining and Metallurgy and a Member of the Australian Institute of Geoscientists. He has no other public company directorships. Ian Buchhorn – BSc (Hons), Dipl. Geosci (Min. Econ), MAusIMM Executive Director Appointed 17 August 2016 Ian Buchhorn is a Mineral Economist and Geologist with over 40 years experience. He was the founding Managing Director of Heron Resources Limited for a period of 11 years until early 2007 and returned to that role in October 2012 after a period as Executive Director. Mr Buchhorn previously worked with a number of international mining companies and has worked on nickel, bauxite and industrial mineral mining and exploration, gold and base metal project generation and corporate evaluations. For the last 25 years Mr Buchhorn has acquired and developed mining projects throughout the Eastern Goldfields of Western Australian and has operated as a Registered Mine Manager. During the three years prior to the end of this financial period, Mr Buchhorn is a Director of Godolphin Resources Limited (19 June 2019 to present) and formerly a director of Heron Resources Limited (17 February 1995 to 2 June 2017) and RBR Group Limited (19 August 2005 to 19 April 2018). Former Directors Katina Law – B.Com., CPA, MBA, GAICD - Executive Chair appointed 7 November 2016 and resigned 31 July 2020 Wayne Bramwell – BSc, GradDipBus. MSc, GAICD - Non-Executive Director appointed 29 January 2018 and resigned 15 July 2020 18 Ardea Resources Limited & controlled entities - Annual Report 2020 Directors’ Report continued COMPANY SECRETARY Robert (Sam) Middlemas – B.Com., PGradDipBus. CA Mr Middlemas was appointed Company Secretary and Chief Financial Officer on 20 October 2016. He is a chartered accountant with more than 20 years experience in various financial, board and company secretarial roles with a number of listed public companies operating in the resources sector. He is the principal of a corporate advisory company which provides financial and secretarial services specialising in capital raisings and initial public offerings. Previously Mr Middlemas worked for an international accountancy firm. His fields of expertise include corporate secretarial practice, financial and management reporting in the mining industry, treasury and cash flow management and corporate governance. PRINCIPAL ACTIVITIES The principal activities of the Consolidated Entity during the financial period consisted of mineral exploration and development in Western Australia. There have been no significant changes in these activities during the financial period. DIVIDENDS No dividend has been paid and no dividend is recommended for the current financial period. REVIEW OF OPERATIONS AND ACTIVITIES The Consolidated Entity recorded an operating loss after income tax for the Financial Period ended 30 June 2020 of $2,077,527 (2019 - $1,487,734). Ardea is a mineral exploration and development group, currently focussed on Critical Minerals within its Kalgoorlie Nickel Project tenements and gold and nickel sulphide exploration in Western Australia. Ardea’s strategy for ultimate growth is to combine the following elements: (cid:120) Ongoing commitment to the identification and review of projects/corporate opportunities that have the capacity to successfully develop into a profitable mine. (cid:120) Maximise the commercial value of the existing tenement portfolio through the ongoing establishment and maintenance of suitable joint ventures and other alternate funding arrangements where appropriate. Ardea's major projects are as follows: (cid:120) Nickel, gold and other base metals in WA within a quality mineral tenement portfolio covering over 4,000km2 Western Australia Kalgoorlie Nickel Project (KNP) and Goongarrie Nickel Cobalt Project (GNCP) The key objective for Ardea is commissioning a nickel-cobalt mining operation at Goongarrie within the KNP which produces ethically sourced minerals for the growing needs of modern society. The KNP is comprised of a series of major undeveloped nickel-cobalt laterite deposits, which total 773Mt at 0.70 % nickel and 0.05% cobalt and are located within 150km of the regional mining city of Kalgoorlie-Boulder, Western Australia. With total contained nickel metal tonnages of over 5.4Mt and total contained cobalt metal tonnages of over 400kt, the KNP is a globally significant battery metal resource and the largest deposit of its kind in Australia. The resource category breakdown is as follows: Resource Estimate for the KNP based on a 0.5 % nickel cut-off. Note that all values have been rounded appropriate to their deemed accuracy, so totalling values may not appear accurate. Resource Category Measured Indicated Inferred KNP Total Resources Quantity (Mt) 9.6 232.9 530.5 773.0 Nickel (%) 1.02 0.75 0.68 0.70 Cobalt (%) 0.10 0.06 0.05 0.05 Contained nickel (t) 98,800 1,759,700 3,600,000 5,458,400 Contained cobalt (t) 9,700 141,200 254,400 405,400 Since listing in February 2017, Ardea immediately commenced fieldwork on our main project at the GNCP. Drilling focused on expanding higher grade resources and defining mineralisation style and extent at Goongarrie South and Big Four to recover samples for Pre-Feasibility Study (PFS) and Expansion Study metallurgy and bench- and pilot-scale testing. Ardea Resources Limited & controlled entities - Annual Report 2020 19 Directors’ Report Drilling Ardea have completed 52,474m of drilling since listing in February 2017 targeting laterite hosted nickel-cobalt-scandium mineralisation at the GNCP. During the 2020 financial year 21 GNCP resource definition drill holes were completed for 1,913 metres. In addition to the resource definition drilling referred to above, a further 31 air core drill holes for 884 metres were drilled, testing the Papertalk West area for potential fresh water sources. Multi-element geochemical samples were also taken in this under explored area. Metallurgy Significant metallurgical test work has been completed on samples obtained from diamond and sonic core drilling. This work has included the successful completion of a pilot plant program which produced high specification Mixed Sulphide Product and nickel and cobalt sulphate. These are the preferred products for use in cathodes for Electric Vehicle and Static Storage batteries. Approvals Referral to EPA is linked to the Strategic Partner Process and finalising project scale and scope. Definitive Feasibility Study, Goongarrie The completion of the Definitive Feasibility Study is linked to the Strategic Partner process, to agree on project scale and end product specification. Feasibility Study work completed to date supports a robust project development: (cid:120) (cid:120) (cid:120) (cid:120) Pre-Feasibility Study, lodged 28 March 2018, based on a production rate up to 1.5Mtpa; Case 1.0Mtpa 1.5Mtpa Pre-tax NPV8 A$1.43 billion A$1.93 billion Post-tax NPV8 A$1.04 billion A$1.40 billion IRR 25 % 25 % Payback 5.3 years 5.6 years Expansion Study, lodged 24 July 2018, based on a production rate up to 2.25Mtpa; Case 2.25Mtpa Pre-tax NPV8 A$3.1 billion Post-tax NPV8 A$2.3 billion IRR 27 % Payback 5.1 years An Ore Reserve of 40.1Mt at 0.82% Ni and 0.09% Co was announced for Goongarrie in 2018, within a Goongarrie resource of 215.6Mt at 0.71% Ni and 0.06% Co. Pilot testing R&D has been completed on a bulk tonnage composite drill core sample. Metal extractions of 94.5% nickel and 95.5% cobalt have been defined. High specification mixed sulphide product (MSP) and nickel and cobalt sulphate crystal production have been confirmed. Strategic Partner Search KPMG Australia Corporate Finance’s Metals and Mining team is running a competitive process to identify and attract one or more strategic partners to support the development of the globally significant GNCP. Particularly in-light of the strategic scale of the KNP offers the opportunity for multiple processing hubs. Interest remains high in securing critical supplies of ethically sourced nickel and cobalt off-take from the KNP. WA Gold-Nickel Exploration Ardea’s GNCP is unique among the world’s lateritic nickel-cobalt deposits in that it has developed on ultramafic rocks that are within and a part of a major, crustal-scale gold-mineralised structure being the Bardoc Tectonic Zone (BTZ). The BTZ hosts, from south to north, the Paddington, Goongarrie, Comet Vale and Menzies gold mining centres and is a northern extension of the Boulder Lefroy Fault which is the major gold controlling structure for the world renowned Golden Mile. Ardea controls approximately 65km of strike of the BTZ. There is minimal BTZ exposure at surface on Ardea tenure due to alluvial cover and laterite profile development. Target generation efforts have defined multiple targets that have been ranked and are being systematically explored. Proof of concept demonstrating the gold exploration potential of Ardea controlled BTZ tenure continues to be defined with three consecutive RC drill programs within the GNCP all intersecting high-grade gold mineralisation in a wide variety of lithological and weathering settings. Recent RC gold exploration drilling results within the GNCP project tenements have included: Big Four in the central west:18m at 3.38 g/t gold from 18m; 14m at 2.40 g/t gold from 6m; and 20m at 2.91g/t gold from 76m. Aphrodite North in the east: 6m at 3.60g/t Au, 8m at 4.94g/t Au from 172m to end of hole, and 10m at 1.52g/t Au. Lady Charlotte to the southeast: 8m at 6.57g/t Au from 24m. Ardea’s assertion that a significant gold camp lies largely buried by transported cover beneath the GNCP is further developing with each drilling program completed. Multiple gold and nickel sulphide exploration targets have been defined over other strategic project areas such as Bulong and Kalpini, with additional follow-up field work planned for the 2021 financial year. 20 Ardea Resources Limited & controlled entities - Annual Report 2020 Directors’ Report continued Big Four Gold, within the Goongarrie Nickel Cobalt Project (GNCP) The historic Big Four Gold mine is located on the Mt Vetters Pastoral Lease, approximately 70 kilometres north northwest of Kalgoorlie in Western Australia. The Big Four Gold Prospect lies within granted Mining Lease (M24/778) 100% owned by Ardea with a Native Title agreement in place. Big Four Gold 2020 Mineral Resource Estimate (JORC 2012). Category Inferred Total Some rounding may occur. Cut-off (Au g/t) Tonnes (kt) Au (g/t) Contained Au (oz) (cid:149)(cid:3)(cid:19)(cid:17)(cid:24)(cid:19) 178 2.7 15,300 Drilling During the financial year Ardea completed 3,787 metres of aircore and 2,382 metres of RC drilling focused on gold exploration and resource definition targets, primarily at the Big Four Gold deposit, to enable the generation of a maiden resource. 377 metres of RC drilling was completed for nickel sulphide exploration, at Kalpini. Metallurgy Four composite samples were selected for metallurgical testwork of the Big Four Gold deposit, with results still awaited at year end. CORPORATE AND FINANCIAL POSITION As at 30 June 2020 the Consolidated Entity had cash reserves of $10 million (2019 - $11.2 million). RISK MANAGEMENT The Board is responsible for the oversight of the Consolidated Entity’s risk management and control framework. Responsibility for control and risk management is delegated to the appropriate level of management with the Managing Director (or equivalent) having ultimate responsibility to the Board for the risk management and control framework. Areas of significant business risk to the Consolidated Entity are highlighted in the Business Plan presented to the Board by the Managing Director (or equivalent) each year. Arrangements put in place by the Board to monitor risk management include monthly reporting to the Board in respect of operations and the financial position of the Consolidated Entity. EARNINGS/LOSS PER SHARE Basic loss per share Diluted loss per share SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS 2020 Cents (1.81) (1.81) 2019 Cents (1.41) (1.41) In the opinion of the Directors the following significant changes in the state of affairs of the Consolidated Entity that occurred during the financial period under review: (cid:120) During the year there were 11,155,011 IPO Options exercised at 25 cents and converted into fully paid ordinary (cid:120) shares which raised total funds of $2,788,753; The Company completed the successful sale and return of capital relating to the NSW exploration assets into the newly listed Godolphin Resources Limited (refer Note 9 for additional information). OPTIONS/PERFORMANCE RIGHTS OVER UNISSUED CAPITAL Unlisted Options During the financial period all Options on issue were exercised (refer details above in significant changes). There are no remaining Options on issue (2019 – 11,155,011 Options exercisable at 25 cents each). Performance Rights During the year the Company issued a further 2,941,000 Performance Rights to Directors and Employees under the Ardea Performance Rights Plan that was approved at the 2017 and 2018 AGMs. 1,685,000 Performance Rights lapsed without achieving the hurdle and a further 170,000 lapsed following Employees leaving the Company. Subsequent to the end of the financial year a further 765,000 Performance Rights lapsed. Ardea Resources Limited & controlled entities - Annual Report 2020 21 Directors’ Report CORPORATE STRUCTURE Ardea Resources Limited (ACN 614 289 342) is a Company limited by shares that was incorporated on 17 August 2016 and is domiciled in Australia. EVENTS SUBSEQUENT TO BALANCE DATE There has not arisen since the end of the financial period any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Consolidated Entity to affect substantially the operations of the Consolidated Entity, the results of those operations or the state of affairs of the Consolidated Entity in subsequent financial years except forthe following: On 18 September 2020 the company completed an equity raising to institutional and sophisticated investors with 7,446,811 new shares issued at 47 cents per share to raise $3,500,000. It also launched a Share Purchase Plan to raise additional funds with the maximum to be raised of $2,500,000 at 47 cents per share. The SPP will close on 6 October 2020. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS Likely developments in the operations of the Consolidated Entity are included elsewhere in this Annual Report. Disclosure of any further information has not been included in this report because, in the reasonable opinion of the Directors, to do so would be likely to prejudice the business activities of the Consolidated Entity. ENVIRONMENTAL REGULATION AND PERFORMANCE The Consolidated Entity holds various exploration licences to regulate its exploration activities in Australia. These licences include conditions and regulations with respect to the rehabilitation of areas disturbed during the course of its exploration activities. So far as the Directors are aware there has been no known breach of the Consolidated Entity’s licence conditions and all exploration activities comply with relevant environmental regulations. INFORMATION ON DIRECTORS As at the date of this report the Directors’ interests in shares and unlisted performance rights of the Consolidated Entity are as follows: Director Title Mathew Longworth Andrew Penkethman Ian Buchhorn Non-Executive Chair Appointed on 21 July 2020 Managing Director Appointed 5 February 2020 Non-Executive Director Appointed on 17 August 2016 Directors’ Interests in Ordinary Shares Directors’ Interests in Performance Rights - 60,000 12,511,440 - 1,200,000 700,000 DIRECTORS’ MEETINGS The number of meetings of the Consolidated Entity’s Directors held in the period each Director held office during the financial period and the numbers of meetings attended by each Director were: Director Board of Directors’ Meetings Meetings Attended Meetings held while a director Mathew Longworth (appointed 31/7/2020) Andrew Penkethman (appointed 5/2/2020) Ian Buchhorn Katina Law (resigned 31/7/2020) Wayne Bramwell (resigned 3 July 2020) - 5 10 10 9 - 5 10 10 10 In addition to the above there were 2 Audit Committee Meetings and 1 Remuneration Committee Meeting held with the full board in attendance at each Meeting. 22 Ardea Resources Limited & controlled entities - Annual Report 2020 Directors’ Report continued REMUNERATION REPORT the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendation 8.1 of Recommendations (2nd edition) states that the Board should establish a Remuneration Committee. The Board has formed the view that given the number of Directors on the Board, this function could be performed just as effectively with full Board participation. Accordingly, it was resolved that there would be no separate Board sub-committee for remuneration purposes and Remuneration Committee meetings would be made up of the full board. This report details the amount and nature of remuneration of each Director of the Consolidated Entity and executive officers of the Consolidated Entity during the period. Overview of Remuneration Policy The Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors and the executive team. The broad remuneration policy is to ensure that remuneration properly reflects the relevant person’s duties and responsibilities, and that the remuneration is competitive in attracting, retaining and motivating people of the highest quality. The Board believes that the best way to achieve this objective is to provide the Managing Director and the executive team with a remuneration package consisting of a fixed and variable component that together reflects the person’s responsibilities, duties and personal performance. An equity based remuneration arrangement for the Board and the executive team was put in place following the 2017 AGM approval. The remuneration policy is to provide a fixed remuneration component and short term incentive payments with a specific equity related component, with performance conditions. The Board believes that this remuneration policy is appropriate given the stage of development of the Consolidated Entity and the activities which it undertakes and is appropriate in aligning Director and executive objectives with shareholder and business objectives. The remuneration policy in regard to setting the terms and conditions for the Managing Director has been developed by the Board taking into account market conditions and comparable salary levels for companies of a similar size and operating in similar sectors. Directors receive a superannuation guarantee contribution required by the government, which is currently 9.5% per annum and do not receive any other retirement benefit. Some individuals, however, have chosen to sacrifice part or all of their salary to increase payments towards superannuation. All remuneration paid to Directors is valued at cost to the Consolidated Entity and expensed. Options and Performance Rights are valued using either the Black-Scholes methodology or the Binomial model. In accordance with current accounting policy the value of these options is expensed over the relevant vesting period. Non-Executive Directors The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment and responsibilities. The Board determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at a General Meeting and was approved at a maximum of $500,000 at the 2017 AGM. Actual remuneration paid to the Consolidated Entity’s Non-Executive Directors is disclosed below. Remuneration fees for Non-Executive Directors are not linked to the performance of the Consolidated Entity. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Consolidated Entity and it is intended all will receive options or performance rights. Senior Executives and Management The Consolidated Entity aims to reward executives with a level of remuneration commensurate with their position and responsibilities within the Consolidated Entity so as to: (cid:404) (cid:404) (cid:404) Reward executives for Consolidated Entity and individual performance against targets set by reference to appropriate benchmarks; Reward executives in line with the strategic goals and performance of the Consolidated Entity; and Ensure that total remuneration is competitive by market standards. Structure Remuneration consists of the following key elements: (cid:404) (cid:404) (cid:404) Fixed remuneration; Issuance of unlisted options/performance rights; and Short term incentive payments. Ardea Resources Limited & controlled entities - Annual Report 2020 23 Directors’ Report Fixed Remuneration Fixed remuneration consists of base remuneration (which is calculated on a total cost basis including any employee benefits eg. motor vehicles) as well as employer contributions to superannuation funds. The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market. Remuneration packages for the staff who report directly to the Managing Director (or equivalent) are based on the recommendation of the Managing Director (or equivalent), subject to the approval of the Board in the annual budget setting process. Service Agreements Mr Andrew Penkethman was appointed as Chief Executive Officer on 1 April 2019 and Managing Director on 5 February 2020 and is employed under an executive services agreement on a salary of $290,000 plus statutory superannuation and short and long term incentives. He was awarded 1,200,000 Performance Rights in 3 equal tranches by the board on 7 July 2019 under the Employee Share Option Scheme that was approved at the 2017 AGM. The agreement is subject to a mutual 3 month notice period. Mr Ian Buchhorn was appointed as an Executive Director - Technical on 8 September 2017 and is employed under an executive services agreement on a salary of $330,000 plus statutory superannuation and short and long term incentives (subsequently reduced to 80%). He was awarded 900,000 Performance Rights in 3 equal tranches that were approved by shareholders at the 2017 AGM, and a further 400,000 Performance Rights approved at the 2019 AGM. Of these the first tranche of 300,000 was converted into fully paid ordinary shares in 2018 after achieving the performance hurdle, and the 2nd tranche expired without achieving the performance hurdle. The balance of 700,000 performance rights remain on issue subject to performance hurdles. The agreement is subject to a mutual 3 month notice period. Details of the nature and amount of each element of the remuneration of each Director and Executive Officer of Ardea Resources Limited paid/accrued during the financial period are as follows: 2019/2020 Directors K Law – Executive Chair (i) A Penkethman – Managing Director (ii) I Buchhorn – Executive (iii) W Bramwell – Non-Executive (iv) Executives S Middlemas - Company Secretary (v) 2018/2019 Directors K Law – Executive Chair (i) I Buchhorn – Executive (ii) W Bramwell – Non-Executive (iii) Executives A Penkethman – CEO (ii) S Middlemas - Company Secretary (v) Primary Post Employment Equity Compensation Base Salary/Fees $ Bonus $ Superannuation Contributions $ Performance Rights $ Total $ 128,333 268,000 313,500 57,000 98,250 195,000 330,000 60,000 66,769 100,550 37,500 0 0 0 0 0 25,460 29,782 3,325 0 31,350 5,700 6,650 0 59,191 49,953 59,191 40,077 187,524 380,913 402,473 100,402 18,187 116,437 68,562 68,562 34,281 0 34,281 263,562 429,912 99,981 73,419 134,31 (i) Ms Law was appointed Non-Executive Chair on 7 November 2016, and moved into an executive role in July 2018 until February 2019. All fees are paid to her Consulting Company Fitzroy Consulting Services. Ms Law resigned from the board on 31 July 2020. (ii) Mr Penkethman was appointed CEO on 1 April 2019, and was appointed as Managing Director on 5 February 2020. (iii) Mr Buchhorn was appointed as a Non-Executive Director on 17 August 2016 and moved to an Executive Director on 8 September 2017. (iv) Mr Bramwell was appointed as a Non-Executive Director on 29 January 2018. Fees were paid to his Consulting Company Sabre Investments from February 2020. Mr Bramwell resigned from the board on 15 July 2020. (v) Mr Middlemas was appointed Company Secretary on 20 October 2016. All fees for providing Company Secretarial services were paid to Sparkling Investments Pty Limited. Other than the Directors and executive officers disclosed above there were no other executive officers who received emoluments during the financial period ended 30 June 2020. The Managing Directors cash bonus was paid on 31 March 2020 and represented 75% of the available bonus of $50,000 based on the number of KPIs achieved (the remainder of the bonus lapsed). The KPIs have been updated for 2021 in line with operating and market conditions that have been set by the full Board. 24 Ardea Resources Limited & controlled entities - Annual Report 2020 Directors’ Report continued Performance Rights issued during the current financial period During the current financial year the Company issued a further 2,941,000 Performance Rights to Directors and Employees under the Ardea Performance Rights Plan that was approved at the 2017 and 2018 AGMs. The Performance Rights convert into fully paid ordinary shares for $Nil consideration upon the attainment of the following performance hurdles: Class ‘B’ Performance Rights: upon the Company’s Shares reaching a 30 day VWAP which is equal to or greater than $2.37 per Share; and continuous service of the Performance Rights holder in their capacity as a Director or Executive of the Company, or in a role as otherwise agreed by the Board of the Company, from the date of issue of the Performance Rights to 1 February 2019, prior to 30 November 2019. Class ‘C’ Performance Rights: upon: completion of the Definitive Feasibility Study in relation to the KNP Cobalt Zone; and continuous service of the Performance Rights holder in their capacity as a Director or Executive of the Company, or in a role as otherwise agreed by the Board of the Company, from the date of issue of the Performance Rights to 1 February 2020, prior to 30 November 2020. Class ‘D’ Performance Rights: upon the Company’s Shares reaching a 30 day VWAP which is equal to or greater than $0.60 per Share; and continuous service of the Performance Rights holder in their capacity as a Director or Executive of the Company, or in a role as otherwise agreed by the Board of the Company, from the date of issue of the Performance Rights to 30 November 2021, prior to 31 December 2021. Class ‘E’ Performance Rights: upon the Company’s Shares reaching a 30 day VWAP which is equal to or greater than $0.77 per Share; and continuous service of the Performance Rights holder in their capacity as a Director or Executive of the Company, or in a role as otherwise agreed by the Board of the Company, from the date of issue of the Performance Rights to 30 November 2022, prior to 31 December 2022. Class ‘F’ Performance Rights: upon the Company’s Shares reaching a 30 day VWAP which is equal to or greater than $0.93 per Share; and continuous service of the Performance Rights holder in their capacity as a Director or Executive of the Company, or in a role as otherwise agreed by the Board of the Company, from the date of issue of the Performance Rights to 30 November 2021, prior to 31 December 2021. Class ‘G’ Performance Rights: upon the Company’s Shares reaching a 30 day VWAP which is equal to or greater than $1.12 per Share; and continuous service of the Performance Rights holder in their capacity as a Director or Executive of the Company, or in a role as otherwise agreed by the Board of the Company, from the date of issue of the Performance Rights to 30 November 2022, prior to 31 December 2022. During the financial year 1,685,000 Performance rights lapsed without the hurdle being achieved and a further 170,000 Performance rights lapsed following employees leaving the Company. Subsequent to year end, there have been 765,000 Performance rights that have lapsed following employees and directors leaving the Company. The Performance Rights issued during the financial year were valued using a hybrid employee share option pricing model that simulates the Company’s share price at the expiry date. The variables used to value the Performance Rights are as follows: Item Class B Class C Class D Class E Class F Class G Underlying Security $0.656 $0.656 $0.365 $0.365 Exercise Price Share Price Barrier Nil $2.37 Nil Nil Nil $0.60 Nil $0.77 $0.69 Nil $0.93 $0.69 Nil $1.12 Grant Date 4 Dec 17 4 Dec 17 2 Jul 19 2 Jul 19 2 Dec 19 2 Dec 19 Expiration Date 30 Nov 19 30 Nov 20 31 Dec 21 31 Dec 22 31 Dec 21 31 Dec 22 Life of Rights (years) 2 3 Volatility 100% 100% Risk free rate 2.033% 2.033% 2.5 100% 1.50% 3.5 100% 1.50% 2 100% 1.50% 3 100% 1.50% The likelihood of achieving each of the Performance hurdles was then considered leading to a value for the Class B Performance Rights of 25.75 cents (total - $791,749), the value of Class C Performance Rights of $Nil, the value of the Class D Performance Rights of 17.15 cents (total $169,957), the value of the Class E Performance Rights of 19.72 cents (total $78,880) the value of the Class F Performance Rights of 31.4 cents (total $157,000) and the value of the Class G Performance Rights of 36.28 cents (total $181,400). These values will be expensed over the life of the Performance rights, and will be reassessed at each audit period to ensure the underlying assumptions remain, with adjustments to be made with any changing conditions. Ardea Resources Limited & controlled entities - Annual Report 2020 25 Directors’ Report Other Transactions with Directors The Company rents office and storage facilities in Kalgoorlie from an entity associated with Executive Director Ian Buchhorn on normal arms length commercial terms. Total rent paid for the financial year was $75,525, (2019 - $81,856). The Company uses Indigenous Professional Services Pty Ltd (an entity associated with Non-Executive Chair Katina Law) to provide HR consulting work on normal arms length commercial terms. Total paid during the financial year was $4,000 (2019 - $67,375). Director and KMP Movement in Shares The aggregate numbers of shares and options of the Company held directly, indirectly or beneficially by Directors and Executive Officers of the Consolidated Entity or their personally-related entities are as follows: Opening Ordinary Shares Purchases Disposals Closing 2020 Ms K Law Mr A Penkethman Mr I Buchhorn Mr W Bramwell Mr S Middlemas 1,008,046 60,000 11,851,440 - 538,046 2019 Ms K Law Mr I Buchhorn Mr W Bramwell Mr S Middlemas 1,008,046 11,851,440 - 538,046 - 660,000 10,000 - - - - - - - - - - 1,008,046 60,000 12,511,440 10,000 538,046 1,008,046 11,851,440 - 538,046 Performance Rights (1) 30 June 2020 700,000 1,200,000 700,000 425,000 210,000 600,000 600,000 450,000 300,000 (1) Directors and Staff were issued Performance Rights during the two years in three equal tranches subject to a number of performance hurdles, the first performance hurdle was met on 28 March 2018 and the first tranche of fully paid ordinary shares were issued – the balance of the Performance Rights are subject to additional performance hurdles. INDEMNIFYING OFFICERS AND AUDITOR During the year the Company paid an insurance premium to insure certain officers of the Consolidated Entity. The officers of the Consolidated Entity covered by the insurance policy include the Directors named in this report. The Directors and Officers Liability insurance provides cover against all costs and expenses that may be incurred in defending civil or criminal proceedings that fall within the scope of the indemnity and that may be brought against the officers in their capacity as officers of the Consolidated Entity. The insurance policy does not contain details of the premium paid in respect of individual officers of the Consolidated Entity. Disclosure of the nature of the liability cover and the amount of the premium is subject to a confidentiality clause under the insurance policy. The Consolidated Entity has not provided any insurance for an auditor of the Consolidated Entity. AUDITORS’ INDEPENDENCE DECLARATION Section 370C of the Corporations Act 2001 requires the Consolidated Entity’s auditors Butler Settineri (Audit) Pty Limited, to provide the Directors of the Consolidated Entity with an Independence Declaration in relation to the audit of the financial report. This Independence Declaration is attached and forms part of this Directors’ Report. NON-AUDIT SERVICES The external auditors have not undertaken any non-audit work during the financial year. PROCEEDINGS ON BEHALF OF THE CONSOLIDATED ENTITY No person has applied for leave of Court to bring proceedings on behalf of the Consolidated Entity or intervene in any proceedings to which the Consolidated Entity is a party for the purpose of taking responsibility on behalf of the Consolidated Entity for all or any part of those proceedings. The Consolidated Entity was not party to any such proceedings during the year. 26 Ardea Resources Limited & controlled entities - Annual Report 2020 Directors’ Report continued CORPORATE GOVERNANCE In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of the Consolidated Entity support and have adhered to the principles of corporate governance. The Consolidated Entity’s corporate governance practices have been disclosed in Appendix 4G in accordance with ASX listing rule 4.7.3 at the same time as the annual report is lodged with the ASX. Further information about the Company’s corporate governance practices is set out on the Company’s web site at www.ardearesources.com.au/corporate-governance. In accordance with the recommendations of the ASX, information published on the web site includes codes of conduct and other policies and procedures relating to the Board and its responsibilities. DATED at Perth this 29th day of September 2020 Signed in accordance with a resolution of the Directors Mathew Longworth Non-Executive Chair Compliance Statement (JORC 2012) A competent person’s statement for the purposes of Listing Rule 5.22 has previously been announced by the Company for: 1. Kalgoorlie Nickel Project on 21 October 2013 and 31 June 2014, October 2016, 2016 Heron Resources Annual Report and 6 January 2017 in accordance with JORC 2012; 2. KNP Cobalt Zone Study on 6 January 2017 in accordance with JORC 2012. 3. Pre-Feasibility Study based on a production rate of 1.5Mtpa lodged on 28 March 2018. 4. Expansion Study based on a production rate up to 2.25Mtpa lodged on 24 July 2018. 5. Drilling defines shallow, high-grade gold at Big Four Gold, Goongarrie, 26 February 2020 in accordance with JORC 2012. 6. Maiden Resource for Big Four Gold Project, WA, on 14 May 2020 in accordance with JORC 2012. 7. Significant gold in first RC drilling at Aphrodite North, on 13 August 2020 in accordance with JORC 2012. 8. Ardea BTZ gold exploration success at Lady Charlotte, on 24 August 2020 in accordance with JORC 2012. The Company confirms that it is not aware of any new information or data that materially affects information included in previous announcements, and all material assumptions and technical parameters underpinning the estimates continue to apply and have not materially changed. All projects will be subject to new work programs, notably drilling, metallurgy and JORC Code 2012 resource estimation as applicable. The information in this report that relates to Exploration Results and Resource Estimates for the Kalgoorlie Nickel Project and Goongarrie Nickel Cobalt Project is based on information originally compiled by previous and current full-time employees of Heron Resources Limited and current full-time employees of Ardea Resources Limited. The Exploration Results, Resource Estimates and data collection processes have been reviewed, verified and re-interpreted by Mr Ian Buchhorn who is a Member of the Australasian Institute of Mining and Metallurgy and currently a director of Ardea Resources Limited. Mr Buchhorn has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the exploration activities 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 Buchhorn consents to the inclusion in this report of the matters based on his information in the form and context that it appears. The information in this report that relates to Mineral Resources for Big Four Gold is based on information compiled or reviewed by James Ridley, a Competent Person who is a Member of the Australian Institute of Geoscientists. Mr Ridley is a full-time employee of Ardea Resources Limited and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being 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 Ridley consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. The gold exploration and industry benchmarking summaries are based on information reviewed or compiled by Dr Matthew Painter, who is a Member of the Australian Institute of Geoscientists. Dr Painter is a full-time employee and a director of Ardea Resources Limited and has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking 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’. Dr Painter has reviewed this release and consents to the inclusion in this report of the information in the form and context in which it appears. Ardea Resources Limited & controlled entities - Annual Report 2020 27 28 Ardea Resources Limited & controlled entities - Annual Report 2020 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 30 June 2020 NOTES 2020 2019 Other income Employee expenses Insurance expenses Secretarial fees Corporate expenses Computer support services Depreciation Rent Share Based Payments Write-off of Exploration Expenditure Revaluation of Investments Employee costs recharged to capitalised exploration Other expenses Loss before income tax Income tax Net loss attributable to members of the Consolidated Entity’s Other Comprehensive Loss net of tax Total Comprehensive Loss Basic earnings/(loss) per share (cents per share) Diluted earnings/(loss) per share (cents per share) 2 3 5 14 19 19 $ 245,805 $ 333,044 2,446,680 3,012,183 51,918 86,190 222,966 86,180 125,187 110,522 341,625 2,216,045 (1,043,613) (2,573,237) 252,869 112,356 93,260 248,449 83,973 103,484 152,451 417,300 - - (3,116,518) 713,840 (2,077,527) (1,487,734) - - (2,077,527) (1,487,734) - - (2,077,527) (1,487,734) (1.81) cents (1.41) cents (1.81) cents (1.41) cents The above Consolidated Statement of Comprehensive Income should be read in conjunction with the Consolidated Entity’s accompanying notes. Ardea Resources Limited & controlled entities - Annual Report 2020 29 CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2020 NOTES 2020 $ 2019 $ ASSETS CURRENT ASSETS Cash and cash equivalents Other receivables Lease Assets Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Plant and equipment and motor vehicles Investments Lease Assets Capitalised mineral exploration expenditure TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables Lease Liabilities Provisions TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Lease Liabilities TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Share Based Payment Reserve Accumulated losses TOTAL EQUITY 6 6A 7 8 9 6A 10 11 6A 12 6A 10,006,059 362,045 69,050 18,984 11,188,295 1,986,917 - 15,443 10,456,138 13,190,655 121,113 2,371,976 51,788 20,496,211 23,041,088 33,497,226 412,870 69,050 261,043 742,963 51,788 51,788 794,751 618,232 10,000 10,000 24,461,801 25,090,033 38,280,688 391,114 - 239,949 631,063 - - 631,063 32,702,475 37,649,625 13(a) 15 14 36,685,870 3,930,401 (7,913,796) 32,702,475 39,897,118 3,588,776 (5,836,269) 37,649,625 The above Consolidated Statement of Financial Position should be read in conjunction with the Consolidated Entity’s accompanying notes. 30 Ardea Resources Limited & controlled entities - Annual Report 2020 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2020 Notes Contributed Equity $ Share Based Payment Reserve $ Losses Total $ $ BALANCE AT 30 JUNE 2018 39,608,365 3,171,476 (4,348,535) 38,431,306 Total Comprehensive Income TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS - Shares issued during the year 13(b) 288,753 - - (1,487,734) (1,487,734) - - 288,753 417,300 Performance Rights issued to staff BALANCE AT 30 JUNE 2019 - 417,300 39,897,118 3,588,776 (5,836,269) 37,649,625 BALANCE AT 30 JUNE 2019 39,897,118 3,588,776 (5,836,269) 37,649,625 Total Comprehensive Income TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS Shares issued during the year Return of Capital – Godolphin Resources Performance Rights issued to staff BALANCE AT 30 JUNE 2020 - 13(b) 13(b) 2,788,752 (6,000,000) - - - 341,625 (2,077,527) (2,077,527) - - 2,788,752 (6,000,000) 341,625 36,685,870 3,930,401 (7,913,796) 32,702,475 The above Consolidated statement of changes in equity should be read in conjunction with the Consolidated Entity’s accompanying notes. Ardea Resources Limited & controlled entities - Annual Report 2020 31 CONSOLIDATED STATEMENT OF CASHFLOWS For the year ended 30 June 2020 Cash flows from operating activities Interest received Other Income Payments to suppliers and employees (inclusive of goods and services tax) NOTES 2020 $ 2019 $ 170,889 50,000 353,721 - (311,896) (1,687,963) Net cash used in operating activities 20(a) (91,007) (1,334,242) Cash flows from investing activities Payments for exploration and evaluation Research and development refund received Payments for investments Proceeds (Payments) for plant and equipment (net) Net cash used in investing activities Cash flows from financing activities Proceeds from the issue of shares Costs of shares issued Net cash provided by financing activities Net increase (decrease) in cash held Cash at the beginning of the financial period Cash at the end of the financial period (5,651,379) (9,823,166) 1,969,264 (203,063) 2,968,545 - 5,196 (69,112) (3,879,982) (6,923,733) 2,788,753 288,753 - - 2,788,753 288,753 (1,182,236) (7,969,222) 11,188,295 19,157,517 10,006,059 11,188,295 The above Consolidated Statement of Cash Flows should be read in conjunction with the Consolidated Entity’s accompanying notes. 32 Ardea Resources Limited & controlled entities - Annual Report 2020 NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2020 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in preparing the financial report of the Company, Ardea Resources Limited and its controlled entities (“Ardea” or “Consolidated Entity”), are stated to assist in a general understanding of the financial report. These policies have been consistently applied as presented, unless otherwise indicated. Ardea Resources Limited is a Company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the official list of the Australian Securities Exchange. The financial statements are presented in Australian dollars which is the Consolidated Entity’s functional currency. (a) Basis of Preparation This general purpose financial report has been prepared in accordance with Australian Accounting Standards (including Australian Interpretations) adopted by the Australian Accounting Standards Board and the Corporations Act 2001. Ardea Resources Limited is a for-profit entity for the purpose of preparing the financial statements. The financial report has been prepared on the basis of historical costs and does not take into account changing money values or, except where stated, current valuations of non-current assets. The financial report was authorised for issue by the Directors. (b) Use of Estimates and Judgements The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. None of the balances reported have been derived from estimates. (c) Basis of Consolidation Controlled Entities The consolidated financial statements comprise the financial statements of Ardea Resources Limited and its subsidiaries as at 30 June. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full. The subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity and ceases to be consolidated from the date on which control is transferred out of the consolidated entity. The acquisition of the subsidiaries have been accounted for using the purchase method of accounting. The purchase method of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities and contingent liabilities assumed at the date of acquisition. Accordingly, the consolidated financial statements include the results of the subsidiaries for the period from their acquisition. Ardea Resources Limited & controlled entities - Annual Report 2020 33 Notes to the Financial Statements for the year ended 30 June 2020 continued 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (d) Income Tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred asset or liability is recognised in relation to those temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Current and future tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. (e) Revenue Recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Consolidated Entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: Interest income Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset. (f) Cash and Cash Equivalents Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short term deposits with an original maturity of three months or less. For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, which are readily convertible to cash on hand and which are used in the cash management function on a day-to-day basis. (g) Employee Entitlements Liabilities for wages and salaries, annual leave and other current employee entitlements expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable. Contributions to employee superannuation plans are charged as an expense as the contributions are paid or become payable. 34 Ardea Resources Limited & controlled entities - Annual Report 2020 Notes to the Financial Statements for the year ended 30 June 2020 continued 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (h) Property, Plant and equipment Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses. Property, plant and equipment and Motor Vehicles Property, Plant and equipment, and Motor Vehicles are stated at cost less accumulated depreciation and any impairment in value. The carrying values of property, plant and equipment and Motor Vehicles are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If any such indication exists where the carrying values exceed the estimated recoverable amount, the assets or cash generating units are written down to their recoverable amount. Depreciation Depreciable non-current assets are depreciated over their expected economic life using either the straight line or the diminishing value method. Profits and losses on disposal of non-current assets are taken into account in determining the operating loss for the year. The depreciation rate used for each class of assets is as follows: (cid:120) Plant & equipment and Motor Vehicles 20 - 33% (i) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”), except where the amount of GST incurred is not recoverable from the Australian Taxation Office (“ATO”). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables are stated with the amount of GST included. GST incurred is claimed from the ATO when a valid tax invoice is provided. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the balance sheet. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. (j) Payables These amounts represent liabilities for goods and services provided to the Consolidated Entity prior to the end of the financial period and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. (k) Contributed Equity Issued capital is recognised as the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. Ardea Resources Limited & controlled entities - Annual Report 2020 35 Notes to the Financial Statements for the year ended 30 June 2020 continued 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (l) Exploration and Evaluation Expenditure Mineral exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest and is subject to impairment testing. These costs are carried forward only if they relate to an area of interest for which rights of tenure are current and in respect of which: (cid:120) (cid:120) such costs are expected to be recouped through the successful development and exploitation of the area of interest, or alternatively by its sale; or exploration and/or evaluation activities in the area have not reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active or significant operations in, or in relation to, the area of interest are continuing. In the event that an area of interest is abandoned or if the Directors consider the expenditure to be of reduced value, accumulated costs carried forward are written off in the year in which that assessment is made. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Where a mineral resource has been identified and where it is expected that future expenditures will be recovered by future exploitation or sale, the impairment of the exploration and evaluation is written back and transferred to development costs. Once production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. Costs of site restoration and rehabilitation are recognised when the Consolidated Entity has a present obligation, the future sacrifice of economic benefits is probable and the amount of the provision can be reliably estimated. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. Exploration and evaluation assets are assessed for impairment if: (cid:120) (cid:120) (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purpose of impairment testing, exploration and evaluation assets are allocated to cash- generating units to which the exploration activity relates. The cash generating unit shall not be larger than the area of interest. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then re-classified from intangible assets to mining property and development assets within property, plant and equipment. (m) Earnings per Share Basic earnings per share (“EPS”) are calculated based upon the net loss divided by the weighted average number of shares. Diluted EPS are calculated as the net loss divided by the weighted average number of shares and dilutive potential shares. (n) Financial risk management The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework, to identify and analyse the risks faced by the Consolidated Entity. These risks include credit risk, liquidity risk and market risk from the use of financial instruments. The Consolidated Entity has only limited use of financial instruments through its cash holdings being invested in short term interest bearing securities. The primary goal of this strategy is to maximise returns while minimising risk through the use of accredited Banks with a minimum credit rating of A1 from Standard & Poors. The Consolidated Entity has no debt, and working capital is maintained at its highest level possible and regularly reviewed by the full board. 36 Ardea Resources Limited & controlled entities - Annual Report 2020 Notes to the Financial Statements for the year ended 30 June 2020 continued 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (o) Leases Accounting policies from 1 July 2019 The Group as lessee At inception of a contract, the Group assesses if the contract contains a lease or is a lease. If there is a lease present, a right-of-use asset and a corresponding lease liability are recognised by the Group where the Group is a lessee. However, all contracts that are classified as short-term leases (i.e. a lease with a remaining lease term of 12 months or less) and leases of low-value assets are recognised as an operating expenses on a straight-line basis over the term of the lease. Initially the lease liability is measured at the present value of the lease payments still to be paid at the commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses the incremental borrowing rate. All lease payments included in the measurement of the lease liability. The right-of-use assets comprise the initial measurement of the corresponding lease liability, any lease payments made at or before the commencement date and any initial direct costs. The subsequent measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the shortest. Accounting policies applied until 30 June 2019 Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership. The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight- line basis over the term of the lease. (p) Share-based payment transactions The Company provides benefits to employees (including Directors and consultants) of the Consolidated Entity in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (“Equity–settled transactions”). There is currently a plan in place to provide these benefits being an Employee Share Option Plan (“ESOP”) which provides benefits to Directors, consultants and senior executives. The cost of these equity-settled transactions is measured by reference to fair value at the date at which they are granted. The fair value is determined by an external valuer using either the Black -Scholes or Binomial model. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Ardea Resources Limited (“market conditions”). The cost of equity settled securities is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“vesting date”). Where the Consolidated Entity acquires some form of interest in an exploration tenement or an exploration area of interest and the consideration comprises share-based payment transactions, the fair value of the equity instruments granted is measured at grant date. The cost of equity securities is recognised within capitalised mineral exploration and evaluation expenditure, together with a corresponding increase in equity. Ardea Resources Limited & controlled entities - Annual Report 2020 37 Notes to the Financial Statements for the year ended 30 June 2020 continued 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (q) Financial instruments Recognition, initial measurement and derecognition Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument, and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. Classification and subsequent measurement of financial assets Financial assets at fair value through profit and loss are limited to holdings of listed securities and are valued based on the quoted share price at the relevant reporting date with the associated changes in fair value through profit and loss. Other financial assets are measured at amortised cost. Classification and measurement of financial liabilities Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Company designated a financial liability at fair value through profit or loss. All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income. (r) New accounting standards and interpretations Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2020 reporting periods, and have not been adopted by the Consolidated Entity. The Consolidated Entity’s assessment of the impact of these new standards and interpretations is that they will have no material impact and will only effect disclosure provisions in future full year accounts. The only new standard affecting the current year is the AASB 16 Lease standard which is detailed above in Note 1(o). 38 Ardea Resources Limited & controlled entities - Annual Report 2020 Notes to the Financial Statements for the year ended 30 June 2020 continued 2. OTHER INCOME Interest Other Income Interest 3. EXPENSES 2020 2019 $ $ 162,239 333,044 83,566 - 245,805 333,044 Contributions to employees superannuation plans Depreciation - Plant and equipment 178,263 125,187 249,601 103,484 Provision for employee entitlements 44,663 77,673 4. AUDITORS’ REMUNERATION Audit – Butler Settineri (Audit) Pty Limited Audit and review of the financial statements 26,533 28,347 5. INCOME TAX No income tax is payable by the Consolidated Entity as it has carry forward losses for income tax purposes for the year, so current tax, deferred tax and tax expense is $Nil. (a) Numerical reconciliation of income tax expense to prima facie tax payable Loss from continuing operations (2,077,527) (1,487,734) Tax at the tax rate of 27.5% (571,320) (409,127) Tax effect of amounts which are deductible in calculating taxable income: Non-deductible expenses/gains 1,744,319 44,798 Other allowable expenditure/income (83,848) - Deferred tax asset not brought to account Income tax expense (1,089,151) 364,329 - - (b) Tax losses Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit at 27.5% (c) Unbooked Deferred Tax Assets and Liabilities Unbooked deferred tax assets comprise: 11,543,528 13,534,000 3,174,470 3,721,850 Provisions/Accruals/Other 245,694 201,031 Tax losses available for offset against future taxable income 11,543,528 13,534,000 11,789,222 13,735,031 Unbooked deferred tax liabilities comprise: Capitalised mineral exploration and evaluation expenditure 14,779,208 9,912,025 (d) Franking credits balance The Consolidated Entity has no franking credits available as at 30 June 2020. Ardea Resources Limited & controlled entities - Annual Report 2020 39 Notes to the Financial Statements for the year ended 30 June 2020 continued 6. OTHER RECEIVABLES Current y GST recoverable Bonds and guarantees R&D Receivable Interest Receivable and Other 6A. LEASE ASSETS & LIABILITIES Current Lease Assets Lease Liabilities Non-Current Lease Assets Lease Liabilities 2020 $ 41,000 - 300,000 21,045 362,045 69,050 69,050 51,788 51,788 2019 $ 40,317 90,000 1,600,000 256,600 1,986,917 - - - - With the introduction of the new Leasing standard, the Company has capitalised the lease on its West Perth office – the lease has a fixed term of 2 years and is not subject to any rent increases. Consequently the accounting treatment has the equal and opposite asset and liability values to put on the balance sheet. 7. OTHER ASSETS Current Prepayments 8. PROPERTY, PLANT AND EQUIPMENT Plant and office equipment At cost Accumulated depreciation Motor Vehicles At cost Accumulated depreciation Property and buildings At cost Accumulated depreciation 18,984 15,443 268,324 248,550 (234,631) (162,063) 33,693 86,487 209,068 (121,648) 87,420 - - - 121,113 243,314 (76,515) 166,799 377,680 (12,734) 364,946 618,232 40 Ardea Resources Limited & controlled entities - Annual Report 2020 Notes to the Financial Statements for the year ended 30 June 2020 continued 8. PROPERTY, PLANT AND EQUIPMENT (continued) Reconciliation Reconciliation of the carrying amounts for each class of plant and equipment and Properties and Buildings are set out below: 2020 $ 2019 $ Plant and office equipment Carrying amount at beginning of the period Additions Depreciation Carrying amount at the end of the year Motor Vehicles Carrying amount at beginning of the year Additions Disposals Depreciation Carrying amount at the end of the year Property and buildings Carrying amount at beginning of the year Disposals 86,487 19,804 (72,598) 33,693 166,799 - (22,831) (56,548) 87,420 364,946 (364,946) 95,703 34,867 (44,083) 86,487 191,954 34,246 (59,401) 166,799 364,946 - Carrying amount at the end of the year - 364,946 9. INVESTMENTS Non-Current Investment in Unlisted Company 10,000 10,000 Unlisted Options in Listed Company (1) Investment in Listed Entities (2) 1,004,390 1,357,586 2,371,976 - - 10,000 1. The Company received 15 million Unlisted Options exercisable at 25 cents any time prior to 31 December 2022 in Godolphin Resources Limited as part of the spin-out of the NSW assets. These have been valued using a Black Scholes model as at 30 June 2020. 2. Shares in Listed Entities are valued as the closing share price on ASX at 30 June 2020. Particulars in relation to the controlled entities Ardea Resources Limited is the parent entity. Name of Controlled entity TriAusMin Pty Ltd (1) ACN 062 002 475 Atriplex Pty Ltd ACN 113 719 207 Yerilla Nickel Pty Ltd ACN 123 249 810 Class of Shares Ordinary Ordinary Ordinary Ardea Exploration Pty Ltd ACN 137 889 279 Ordinary Kalgoorlie Nickel Pty Ltd ACN 137 889 199 Ordinary Equity Holding 2020 0% 100% 100% 100% 100% 2019 100% 100% 100% 100% 100% 1. The Company’s interest in TriAusMin Pty Ltd was transferred to Godolphin Resources Limited immediately prior to the IPO being completed. This transaction led to the following movements in Ardea’s accounts: Exploration Property Plant and Equipment Exploration Writeoffs Unlisted Options in Listed Company Issued Capital (Capital Return) Net Gain/(Loss) on loss of control of subsidiary $ (6,693,655) (377,680) 66,945 1,004,390 6,000,000 - Ardea Resources Limited & controlled entities - Annual Report 2020 41 Notes to the Financial Statements for the year ended 30 June 2020 continued 10. CAPITALISED MINERAL EXPLORATION EXPENDITURE Non-Current In the exploration phase Cost brought forward 2020 $ 2019 $ 24,461,802 16,238,635 Exploration Properties purchased - - Add: Expenditure incurred during the year (at cost) 5,634,199 9,823,167 Less Godolphin Spinout tenements (6,693,655) - R&D Refund received/receivable (690,090) (1,600,000) Exploration expenditure written off (2,216,045) - 20,496,211 24,461,802 The recoupment of costs carried forward is dependent on the successful development and/or commercial exploitation or alternatively sale of the respective areas of interest. During the year the Company completed the spinout of the NSW tenements into a new IPO listing on ASX called Godolphin Resources Limited. The capitalised mineral exploration expenditure relating to these tenements was $6,693,655. 11. TRADE AND OTHER PAYABLES Current (Unsecured) Trade creditors Other creditors and accruals 388,870 24,000 412,870 367,114 24,000 391,114 Included within trade and other creditors and accruals is an amount of $321,301 (2019 - $100,930) relating to exploration expenditure. 12. PROVISIONS Current Employee entitlements 261,043 239,949 13. CONTRIBUTED EQUITY (a) Ordinary Shares 2020 2019 $ $ 117,300,435 (2019 - 106,145,424) fully paid ordinary shares 36,685,870 39,897,118 (b) Share Movements during the Year 2020 2019 Number of Shares $ Number of Shares $ Beginning of the financial period 106,145,424 39,897,118 104,990,413 36,608,365 New share issues during the period IPO Options exercised at 25c/share 11,155,011 2,788,752 1,155,011 288,753 Godolphin Return of Capital - (6,000,000) - - 117,300,435 36,685,870 106,145,424 39,897,118 42 Ardea Resources Limited & controlled entities - Annual Report 2020 Notes to the Financial Statements for the year ended 30 June 2020 continued 13. CONTRIBUTED EQUITY (Continued) (c) Unlisted Options During the financial year the entire balance of 11,155,011 IPO options were exercised by Investors and unrelated parties at 25 cents each. At the end of the Financial Year there were no options on issue. (d) Share Based Payments During the current financial year there were a number of Share Based payments made to Directors and Employees with 2,941,000 Performance Rights, (2019 – 830,000) issued during the period and there were 1,685,000 Performance Rights (2019 – 430,000) that lapsed. There were no shares issued during the period from the conversion of Performance Rights (2019 – Nil). Subsequent to year end there have been no further Performance Rights issued and 765,000 have lapsed. (e) Terms and Conditions of Contributed Equity Ordinary Shares The Company is a public Company limited by shares. The Company was incorporated in Perth, Western Australia. The Company’s shares are limited whereby the liability of its members is limited to the amount (if any) unpaid on the shares respectively held by them. Ordinary shares have the right to receive dividends as declared and, in the event of the winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of shares held. Ordinary shares which have no par value, entitle their holder to one vote, either in person or by proxy, at a meeting of the Company. The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they may continue to provide returns for shareholders and benefits for other stakeholders. (f) Capital Risk Management Due to the nature of the Consolidated Entity’s activities, being mineral development and exploration, the Consolidated Entity does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Consolidated Entity’s capital risk management is the current working capital position against the requirements to meet exploration programmes and corporate overheads. The Consolidated Entity’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required. The working capital position of the Consolidated Entity at 30 June 2020 are as follows: Cash and cash equivalents Trade and other receivables Other assets Trade and other payables Provisions Working capital position 14. ACCUMULATED LOSSES 2020 $ 2019 $ 10,006,059 11,188,295 362,045 1,966,917 18,984 15,443 (412,870) (391,114) (261,043) (239,949) 9,713,175 12,539,592 Accumulated losses at the beginning of the period 5,836,269 4,384,535 Net loss attributable to members 2,077,527 1,487,734 Accumulated losses at the end of the year 7,913,796 5,836,269 Ardea Resources Limited & controlled entities - Annual Report 2020 43 Notes to the Financial Statements for the year ended 30 June 2020 continued 15. RESERVES Share Based Payment Reserve Balance at the beginning of the period Add: Amounts expensed in current period Balance at the end of the period 2020 $ 2019 $ 3,588,776 341,625 3,930,401 3,171,476 417,300 3,588,776 Share Option reserve The share option reserve comprises any equity settled share based payment transactions. 16. RELATED PARTIES Full remuneration and other transaction details for Directors and Executives are included in the Directors report where the information has been audited as indicated. 17. EXPENDITURE COMMITMENTS (a) Exploration The Consolidated Entity has certain obligations to perform minimum exploration work on mineral leases held. These obligations may vary over time, depending on the Consolidated Entity’s exploration programmes and priorities. As at balance date, total exploration expenditure commitments on tenements held by the Consolidated Entity have not been provided for in the financial statements and those which cover the following twelve month period amount to $3,440,447 (2019 - $3,600,812). These obligations are also subject to variations by farm-out arrangements or sale of the relevant tenements. (b) Capital Commitments The Consolidated Entity had no capital commitments at 30 June 2020. 18. SEGMENT INFORMATION The Consolidated Entity operates predominantly in one segment involved in the mineral exploration and development industry in Australia. 19. EARNINGS/ (LOSS) PER SHARE The following reflects the loss and share Data used in the calculations of basic and diluted earnings/ (loss) per share: $ $ 2020 2019 Earnings/ (loss) used in calculating basic and diluted earnings/ (loss) per share (2,077,527) (1,487,734) Number of Shares Weighted average number of ordinary shares used in calculating basic earnings/ (loss) per share: Effect of dilutive securities Share options* Adjusted weighted average number of ordinary shares used in calculating diluted earnings/ (loss) per share 114,207,455 105,368,690 _- - 114,07,455 105,368,690 Basic and Diluted loss per share (cents per share) 1.81 cents 1.41 cents *Non-dilutive securities As at balance date, 4,476,000 performance rights which represent potential ordinary shares were not dilutive as they would decrease the loss per share. 44 Ardea Resources Limited & controlled entities - Annual Report 2020 Notes to the Financial Statements for the year ended 30 June 2020 continued 20. NOTES TO THE STATEMENT OF CASH FLOWS (a) Reconciliation of the loss from ordinary activities after income tax to the net cash flows used in operating activities Loss from ordinary activities after income tax (2,077,527) (1,487,734) 2020 $ 2019 $ Non-cash items: Depreciation Exploration Writedowns Revaluation of Investments Accrued Interest Performance Rights Change in operating assets and liabilities: Decrease (Increase) in prepayments Decrease (Increase) in receivables Increase in trade creditors and accruals Increase in employee entitlements 125,187 103,484 2,216,045 (1,043,613) - 8,650 20,677 341,625 417,300 (3,540) (181,065) 299,318 344,930 (1,815) (629,506) 44,663 77,672 Net cash outflows used in operating activities (91,007) (1,334,242) (b) Non Cash Financing and Investing Activities Full details of the Non Cash impact of the Performance Rights has been disclosed in the Remuneration Report. 21. FINANCIAL INSTRUMENTS The Consolidated Entity’s activities expose it to a variety of financial risks and market risks. The Consolidated Entity’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Consolidated Entity. (a) Interest Rate Risk The Consolidated Entity’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market, interest rates and the effective weighted average interest rates on those financial assets, is not significant. Cash and cash equivalents are the only assets effected and the average interest rate received is 1.12% (2019: 2.38%). (b) Credit Risk The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date, is the carrying amount, net of any provisions for doubtful debts, as disclosed in the balance sheet and in the notes to the financial statements. The Consolidated Entity does not have any material credit risk exposure to any single debtor or group of debtors, under financial instruments entered into by it, and hence no credit loss allowance is required. (c) Commodity Price Risk and Liquidity Risk At the present state of the Consolidated Entity’s operations it has minimal commodity price risk and limited liquidity risk due to the level of payables and cash reserves held. The Consolidated Entity’s objective is to maintain a balance between continuity of exploration funding and flexibility through the use of available cash reserves. (d) Net Fair Values For assets and other liabilities, the net fair value approximates their carrying value. No financial assets and financial liabilities are readily traded on organised markets in standardised form. The Consolidated Entity has no financial assets where the carrying amount exceeds net fair values at balance date. The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the statement of financial position and in the notes to the financial statements. Ardea Resources Limited & controlled entities - Annual Report 2020 45 Notes to the Financial Statements for the year ended 30 June 2020 continued 22. EMPLOYEE ENTITLEMENTS AND SUPERANNUATION COMMITMENTS Employee Entitlements The aggregate employee entitlement liability is disclosed in Note 12. Superannuation Commitments The Consolidated Entity contributes to individual employee accumulation superannuation plans at the statutory rate of the employees’ wages and salaries, in accordance with statutory requirements, to provide benefits to employees on retirement, death or disability. Accordingly no actuarial assessments of the plans are required. 23. CONTINGENT LIABILITIES There were no material contingent liabilities not provided for in the financial statements of the Consolidated Entity as at 30 June 2020 other than: Native Title and Aboriginal Heritage Native title claims have been made with respect to areas which include tenements in which the Consolidated Entity has an interest. The Consolidated Entity is unable to determine the prospects for success or otherwise of the claims and, in any event, whether or not and to what extent the claims may significantly affect the Consolidated Entity or its projects. Agreement is being negotiated with various native title claimants in relation to Aboriginal Heritage issues regarding certain areas in which the Consolidated Entity has an interest. 24. EVENTS SUBSEQUENT TO BALANCE DATE There has not arisen since the end of the financial year any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Consolidated Entity to affect substantially the operations of the Consolidated Entity, the results of those operations or the state of affairs of the Consolidated Entity in subsequent financial years except for the following: On 18 September 2020 the company completed an equity raising to institutional and sophisticated investors with 7,446,811 new shares issued at 47 cents per share to raise $3,500,000. It also launched a Share Purchase Plan to raise additional funds with the maximum to be raised of $2,500,000 at 47 cents per share. The SPP will close on 6 October 2020. 25. PARENT COMPANY (a) Financial Position Assets Total current assets Total non-current assets Total Assets Liabilities Total current liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Total Equity 2020 $ 10,502,298 23,082,099 33,584,397 881,922 881,922 32,702,475 36,685,870 3,930,401 (7,913,796) 32,702,475 2019 $ 13,190,655 25,090,033 38,280,688 631,063 631,063 37,649,625 39,897,118 3,588,776 (5,836,269) 37,649,625 Total comprehensive loss for the year 2,077,527 1,487,734 Ardea Resources Limited has not entered into any deed of cross guarantee with its wholly-owned subsidiaries, had no contingent liabilities at 30 June 2020 and no capital commitments at 30 June 2020. 46 Ardea Resources Limited & controlled entities - Annual Report 2020 DIRECTORS’ DECLARATION In the opinion of the Directors of Ardea Resources Limited (“the Consolidated Entity”): (a) the financial statements and notes, set out on pages 29 to 46, are in accordance with the Corporations Act 2001, including: (i) (ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and giving a true and fair view of the financial position of the Consolidated Entity as at 30 June 2020 and of its performance, as represented by the results of its operations, for the financial year to 30 June 2020. (b) there are reasonable grounds to believe that Ardea Resources Limited will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Managing Director and the Company Secretary for the year to 30 June 2020. This declaration is made in accordance with a resolution of the Directors. Signed at Perth this 29th day of September 2020. Mathew Longworth Chairman Ardea Resources Limited & controlled entities - Annual Report 2020 47 Independent Audit Report 48 Ardea Resources Limited & controlled entities - Annual Report 2020 Independent Audit Report continued Ardea Resources Limited & controlled entities - Annual Report 2020 49 Independent Audit Report continued 50 Ardea Resources Limited & controlled entities - Annual Report 2020 Independent Audit Report continued Ardea Resources Limited & controlled entities - Annual Report 2020 51 Shareholder Information The following additional information was applicable at 23 September 2020 1. Distribution of Fully Paid Ordinary Shareholders is as follows: Size of Holding Number of Holders Shares Held % 1 - 1,000 1,884 768,844 0.66 1,001 - 5,000 1,346 3,526,205 3.01 5,001 - 10,000 513 4,029,752 3.44 10,001 - 100,000 723 22,100,007 18.84 100,001 - 125 86,875,627 74.06 4,591 117,300,435 100.00 a) There were 1,912 shareholders who held less than a marketable parcel. b) The twenty largest shareholders hold 52.04% of the issued fully paid capital of the Company. 2. Substantial Shareholders of Fully Paid Ordinary Shareholders are as follows: Holder Number of Shares % Ian Buchhorn and Associates 12,511,440 10.66 B O’Shannassy and Associates 8,926,335 7.61 3. Voting Rights In accordance with the Company's constitution, voting rights are on the basis of a show of hands, one vote for every registered holder and on a poll, one vote for each share held by registered holders. 4. Top 20 Shareholders of Fully Paid Ordinary Shares Number of Shares % 1 Citicorp Nominees Pty Limited 11,222,678 9.57% 2 Hazurn Pty Ltd 7,085,020 6.04% 3 J P Morgan Nominees Australia Pty Limited 5,967,706 5.09% 4 BNP Paribas Nominees Pty Ltd 5,903,053 5.03% 5 Josco Pty Ltd 5,383,809 4.59% 6 Kurana Pty Ltd 3,197,564 2.73% 7 Merrill Lynch (Australia) Nominees Pty Limited 2,207,604 1.88% 8 Mr Iwan Jones & Ms Joyce Christine Jones 2,131,494 1.82% 9 B & J O'Shannassy Management Pty Ltd 1,906,936 1.63% 10 Mr Olivier Dupuy & Ms Julie Dupuy 1,850,000 1.58% 11 Hsbc Custody Nominees (Australia) Limited 1,788,162 1.52% 12 Josco Pty Ltd 1,666,664 1.42% 13 Mr Michael Andrew Harris 1,645,000 1.40% 14 Mrs Pamela Jean Buchhorn 1,608,244 1.37% 15 Bnp Paribas Noms Pty Ltd 1,481,000 1.26% 16 Latsod Pty Ltd 1,250,000 1.07% 17 Hsbc Custody Nominees (Australia) Limited 1,247,757 1.06% 18 Martin Buckley 1,245,065 1.06% 19 Neweconomy Com Au Nominees Pty Limited <900 Account> 1,138,375 0.97% 20 Mr Martin Spadaro & Dr Katherine Spadaro 1,115,000 0.95% TOTAL 61,041,131 52.04% 52 Ardea Resources Limited & controlled entities - Annual Report 2020 Shareholder Information continued 5. Unlisted Options There is no unlisted options on issue. 6. Share Buy-Backs There is no current on-market buy-back scheme. 7. Stock Exchanges The Securities of the Company are not quoted on any other stock exchanges. Ardea Resources Limited & controlled entities - Annual Report 2020 53 Tenement Schedule as at 30 June 2020 Tenement Location Ardea Interest Status Note Tenement (%) Location Ardea Interest Status Note (%) Ardea Western Australia Projects Goongarrie Nickel Cobalt Project E24/196 Goongarrie 100 Live M24/541 Goongarrie 100 Live E24/209 Goongarrie 100 Live M24/731 Goongarrie 100 Live 3 E24/211 Goongarrie 100 Pending M24/732 Goongarrie 100 Live 3 E29/934 Goongarrie 100 Live M24/744 Goongarrie 100 Live E29/1028 Goongarrie 100 Live M24/778 Goongarrie 100 Live 3 E29/1038 Goongarrie 100 Live M29/167 Goongarrie 100 Live E29/1039 Goongarrie 100 Pending M29/202 Goongarrie 100 Live E29/1045 Goongarrie 100 Live M29/272 Goongarrie 100 Live E29/1048 Goongarrie 100 Live M29/278 Goongarrie 100 Live E29/1060 Goongarrie 100 Pending M29/423 Goongarrie 100 Live E30/500 Goongarrie 100 Live M29/424 Goongarrie 100 Live E30/501 Goongarrie 100 Live M29/426 Goongarrie 100 Live E30/502 Goongarrie 100 Live P24/5260 Goongarrie 100 Live G29/25 Goongarrie 100 Pending P24/5328 Goongarrie 100 Live L24/239 Goongarrie 100 Live P24/5329 Goongarrie 100 Live L29/134 Goongarrie 100 Live P24/5265 Goongarrie-Car Boyd 100 Live L29/135 Goongarrie 100 Live P24/5169 Goongarrie-Windanya 100 Live L30/67 L30/68 Goongarrie 100 Live M24/919 Goongarrie-Scotia 100 Ni rights Live 6 Goongarrie 100 Live M24/959 Goongarrie-Scotia 100 Ni rights Live 6 GNCP Expansion Siberia GNCP Expansion Black Range E24/203 Siberia 100 non Au-Ag rights Live 4 M24/757 Black Range 100 non Au-Ag rights Live 4 E29/889 Siberia 100 non Au-Ag rights Live 4 M24/973 Black Range 100 non Au-Ag rights Pending 4 M24/634 Siberia 100 non Au-Ag rights Live 1,4 P24/4395 Black Range 100 non Au-Ag rights Live 4 M24/660 Siberia 100 non Au-Ag rights Live 4 P24/4396 Black Range 100 non Au-Ag rights Live 4 M24/663 Siberia 100 non Au-Ag rights Live 4 P24/4400 Black Range 100 non Au-Ag rights Live 4 M24/664 Siberia 100 non Au-Ag rights Live 4 P24/4401 Black Range 100 non Au-Ag rights Live 4 M24/665 Siberia 90 non Au-Ag rights Live 2,4 P24/4402 Black Range 100 non Au-Ag rights Live 4 M24/683 Siberia 100 non Au-Ag rights Live 4 P24/4403 Black Range 100 non Au-Ag rights Live 4 M24/686 Siberia 100 non Au-Ag rights Live 4 M24/772 Siberia 100 non Au-Ag rights Live 4 GNCP Expansion Highway M24/797 Siberia 100 non Au-Ag rights Live 4 E29/1082 Highway 100 Pending M24/915 Siberia 100 non Au-Ag rights Live 4 E29/1083 Highway 100 Pending M24/916 Siberia 100 non Au-Ag rights Live 4 E29/1089 Highway 100 Pending P24/5235 Siberia 100 Live M29/214 Highway 100 Live P24/5236 Siberia 100 Live P29/2501 Highway 100 Live P29/2484 Siberia 100 Live P29/2559 Highway 100 Pending P29/2485 Siberia 100 Live P29/2560 Highway 100 Pending P24/5416 Siberia 100 Pending P29/2561 Highway 100 Pending P24/5417 Siberia 100 Pending P29/2562 Highway 100 Pending P24/5418 Siberia 100 Pending 54 Ardea Resources Limited & controlled entities - Annual Report 2020 Tenement Schedule continued Tenement Location Ardea Interest Status Note Tenement (%) Location Ardea Interest Status Note (%) GNCP Expansion Ghost Rocks P29/2513 Ghost Rocks 100 Live E29/941 Ghost Rocks 100 Live P29/2514 Ghost Rocks 100 Live E29/981 Ghost Rocks 100 Live P29/2515 Ghost Rocks 100 Live P29/2511 Ghost Rocks 100 Live P29/2538 Ghost Rocks 100 Live P29/2512 Ghost Rocks 100 Live P29/2539 Ghost Rocks 100 Live Kalpini Hub GNCP Expansion M25/209 Kalpini-Bulong 100 Live E27/524 Kalpini 100 non-Au rights Live 9 P25/2454 Kalpini-Bulong 100 Live E27/606 Kalpini 100 Live P25/2455 Kalpini-Bulong 100 Live E27/607 Kalpini 100 Live P25/2456 Kalpini-Bulong 100 Live E28/1224 Kalpini 100 Live P25/2457 Kalpini-Bulong 100 Live E28/2978 Kalpini 100 Pending P25/2458 Kalpini-Bulong 100 Live M27/395 Kalpini 100 Live P25/2459 Kalpini-Bulong 100 Live M27/506 Kalpini 100 Live P25/2460 Kalpini-Bulong 100 Live M27/512 Kalpini 100 Pending P25/2461 Kalpini-Bulong 100 Live M28/199 Kalpini 100 Live P25/2482 Kalpini-Bulong 100 Live M28/201 Kalpini 100 Live P25/2483 Kalpini-Bulong 100 Live M28/205 Kalpini 100 Live P25/2484 Kalpini-Bulong 100 Live E27/278 Kalpini-Pioneer 100 Ni Lat Ore Live 5 P25/2559 Kalpini-Bulong 100 Live E27/438 Kalpini-Pioneer 100 Ni Lat Ore Live 5 P25/2560 Kalpini-Bulong 100 Live E27/520 Kalpini-Pioneer 100 Ni Lat Ore Live 5 P25/2561 Kalpini-Bulong 100 Live E27/579 Kalpini-Pioneer 100 Ni Lat Ore Live 5 P25/2609 Kalpini-Bulong 100 Live E28/1746 Kalpini-Pioneer 100 Ni Lat Ore Live 5 P25/2613 Kalpini-Bulong 100 Live E28/2483 Kalpini-Pioneer 100 Ni Lat Ore Live 5 P25/2614 Kalpini-Bulong 100 Live E25/578 Kalpini-Bulong 100 Pending P25/2615 Kalpini-Bulong 100 Live M25/59 Kalpini-Bulong 100 Live P25/2650 Kalpini-Bulong 100 Pending M25/134 Kalpini-Bulong 100 Live P26/4542 Kalpini-Bulong 100 Pending M25/145 Kalpini-Bulong 100 Live P26/4543 Kalpini-Bulong 100 Pending M25/151 Kalpini-Bulong 100 Live M31/488 Kalpini-Lake Rebecca 100 Pending M25/161 Kalpini-Bulong 100 Live P31/2038 Kalpini-Lake Rebecca 100 Live M25/171 Kalpini-Bulong 100 Live P31/2039 Kalpini-Lake Rebecca 100 Live M25/187 Kalpini-Bulong 100 Live P31/2040 Kalpini-Lake Rebecca 100 Live Yerilla Hub GNCP Expansion WA Regional E39/1954 Yerilla-Aubils 100 Live E39/2188 Yundamindra 100 Pending E31/1092 Yerilla-Boyce Creek 100 Live M15/1101 WA Regional Pre-emp Ni-Co Lat Live 7 E31/1169 Yerilla-Boyce Creek 100 Live M15/1263 WA Regional Pre-emp Ni-Co Lat Live 7 E31/1208 Yerilla-Boyce Creek 100 Pending M15/1264 WA Regional Pre-emp Ni-Co Lat Live 7 E31/1213 Yerilla-Boyce Creek 100 Live M15/1323 WA Regional Pre-emp Ni-Co Lat Live 7 M31/483 Yerilla-Boyce Creek 100 Live M15/1338 WA Regional Pre-emp Ni-Co Lat Live 7 M31/475 Yerilla-Jump Up Dam 100 Live M27/510 WA Regional 100 Ni Lat Ore Live 8 M31/477 Yerilla-Jump Up Dam 100 Live M27/272 Kanowna East Non-Au Rights Live 10 M31/479 Yerilla-Jump Up Dam 100 Live Ardea Resources Limited & controlled entities - Annual Report 2020 55 Tenement Schedule continued Tenement Location Ardea Interest Status Note Tenement (%) Location Ardea Interest Status Note (%) Kookynie Gold-Nickel Bedonia Gold-Nickel E40/350 Kookynie Option for 100 Live E63/1827 BEDONIA 100% LIVE E40/357 Kookynie Option for 100 Live E63/1828 BEDONIA 100% LIVE E63/1856 BEDONIA 100% LIVE Perrinvale Nickel-Gold E63/1857 BEDONIA 100% LIVE E29/1006 PERRINVALE 100% LIVE E63/1928 BEDONIA 100% LIVE E29/1078 PERRINVALE 100% PENDING E63/1929 Bedonia 100 Live Mt Zephyr Gold-Nickel E63/1976 Bedonia 100 Live E37/1271 MT ZEPHYR 100% LIVE E63/1995 Bedonia 100 Pending E37/1272 DARLOT EAST 100% LIVE E63/2008 Bedonia 100 Pending E63/1974 Bedonia 100 Live E37/1273 DARLOT EAST 100% LIVE E37/1274 MT ZEPHYR 100% LIVE Donnelly River Graphite E39/1706 MT ZEPHYR 100% LIVE E70/4804 DONNELLY RIVER 100% PENDING E39/1854 MT ZEPHYR 100% LIVE E39/1985 MT ZEPHYR 100% LIVE Lachlan Fold Belt Ardea EL 8557 RESTDOWN LITHIUM 100% LIVE Britannia Gold Ltd retains precious metal rights. Impress Ventures Ltd has a 10% equity free-carried interest to a decision to mine. Barrick (PD) Australia Limited retains certain Au claw-back rights and royalty receivable. Notes: 1. 2. 3. 4. Ora Banda Mining Ltd holds Au-Ag rights while Ardea retains all non Au-Ag rights. 5. 6. 7. 8. Acra JV – Northern Star Resources Ltd earn-in with Pioneer Resources Ltd. Former holds gold rights while latter retains nickel sulphide rights. Ardea retains rights to Ni laterite ore. Black Mountain Gold Limited all rights with exception of Ardea retaining Ni rights. Ramelius Resources Limited assignee (Maximus Resources Ltd) all rights, Ardea pre-emptive right to Ni-Co laterite. Pioneer Resources Limited assignee (Paddington Gold Pty Ltd) owns all mineral rights (except nickel sulphide) while Ardea retains rights to nickel laterite ore. Kalnorth Gold Ltd owns Au rights while Ardea retains non-Au rights. 9. 10. Northern Star (Kanowna) Limited holds Au rights. Ardea retains non-Au rights. 56 Ardea Resources Limited & controlled entities - Annual Report 2020 Glossary ASIC means Australian Securities and Investments Commission ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange, as appropriate Australian Registry means Security Transfer Registrars Pty Ltd of 770 Canning Highway, Applecross WA Ardea or ARL means Ardea Resources Limited (ABN: 30 614 289 342) ARL : ASX is the Ardea code on ASX Ag means Silver Au means Gold Anomaly means a value higher or lower than expected, which outlines a zone of potential exploration interest but not necessarily of commercial significance Archaean means a period of geological time spanning 3.8 to 2.5 billion years before present BTZ means Bardoc Tectonic Zone Co means Cobalt Cu means Copper DHEM means downhole electromagnetics EM means electromagnetics Feasibility Study means a study with three progressively more detailed stages: Scoping Study means a first pass estimate of engineering requirements and costs of a mining operation, processing plant and plant infrastructure. Included in the cost estimates will be infrastructure, tailings disposal, power supply, and owner's costs. The plant design may change as a result of test-work analysis, optimisation studies and engineering improvements performed during execution of the follow-up Pre-feasibility Study. Operating and capital cost estimates are to an order of magnitude accuracy of ± 30%. Pre-feasibility Study (PFS) means an engineering and cost study of a mining operation, processing plant and plant infrastructure. Included in the cost estimates will be infrastructure, tailings disposal, power supply, and owner's costs. The plant design may change as a result of test-work analysis, optimisation studies and engineering improvements performed during execution of the Pre-feasibility Study. Operating and capital cost estimates are to an accuracy of ± 25%. Definitive Feasibility Study (DFS) means a feasibility study undertaken to a high degree of accuracy which may be used as a basis for raising finance for the construction of a project. Typically operating and capital cost estimates are to an accuracy of +/- 15-20%. A DFS is the standard of report required by primary debt funders to demonstrate the technical and commercial viability of a project. GNCP means Goongarrie Nickel Cobalt Project, part of the KNP KNP means Kalgoorlie Nickel Project, a nickel laterite project located through an arc 30 to 150km north-north west to east of Kalgoorlie m means metre and km means kilometres Mt means Million tonnes Mineralisation means in economic geology, the introduction of valuable elements into a rock body Ni means Nickel Nickel Laterite means Nickel occurring as an oxidised hydrated iron oxide, ferruginous clay, smectite clay, chlorite and serpentine assemblage overlying weathered ultramafic rock Nickel Sulphide means nickel and copper occurring as an un-oxidised sulphide assemblage associated with fresh ultramafic rock PGE means Platinum Group Metals - Ruthenium (Ru), Rhodium (Rh), Palladium (Pd), Osmium (Os), Iridium (Ir), and Platinum (Pt) Project means a grouping of prospects within a specific geographic location, often with a common geological setting Prospect means a target upon which exploration programs are planned or have commenced Province means a grouping of projects within a geological district defined by a major mineralised crustal structure RAB means Rotary Air Blast drilling technique in which a sample is returned to surface outside the rod string by compressed air. Sample quality is poor. RC means Reverse Circulation drilling method employing a rotating or hammering action on a drill bit which returns a sample to the surface inside the rod string by compressed air. Sample quality is very good, particularly if the drill hole is dry. REE means Rare Earth Elements, notably Neodymium (Nd), Praseodymium (Pr) and Cerium (Ce). Sc means Scandium V means Vanadium Ardea Resources Limited & controlled entities - Annual Report 2020 57 Glossary continued Reserves or Ore Reserves or Mineral Reserves as defined by JORC Code. Proven or Proved Ore Reserve means the economically mineable part of a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments, which may include Feasibility Studies, have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. The term "economic" implies that extraction of the Ore Reserve has been established or analytically demonstrated to be viable and justifiable under reasonable investment assumptions. Probable Ore Reserve is the economically mineable part of an Indicated Mineral Resource. Resource or Mineral Resource means a Mineral Resource as defined by JORC Code and is a concentration or occurrence of material of intrinsic economic interest in or on the earth’s crust in such form, quality and quantity that there are reasonable prospects for eventual economic extraction. Mineral Resources are further sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. Measured Resource means a ‘Measured Mineral Resource’ is that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes, and is sufficient to confirm geological and grade (or quality) continuity between points of observation where data and samples are gathered. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proved Ore Reserve or under certain circumstances to a Probable Ore Reserve. Indicated Resource means an ‘Indicated Mineral Resource’ is that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes, and is sufficient to assume geological and grade (or quality) continuity between points of observation where data and samples are gathered. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Ore Reserve. Inferred Resource means an ‘Inferred Mineral Resource’ is that part of a Mineral Resource for which quantity and grade (or quality) are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade (or quality) continuity. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to an Ore Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continue exploration. JORC (2012 edition) means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves and is a professional code of practice that sets minimum standards for Public Reporting of minerals Exploration Results, Mineral Resources and Ore Reserves. The JORC Code provides a mandatory system for the classification of minerals Exploration Results, Mineral Resources and Ore Reserves according to the levels of confidence in geological knowledge and technical and economic considerations in Public Reports. Photographs opposite: Top- Looking east from Lake Yindarlgooda at the Bulong lookout; Middle left - Scene from KNP exploration; Middle right - Gossan subcrop within KNP tenure; Bottom left: Members of the Ardea Team from left Matt Painter, Andrew Penkethman, Mike Miller, Amanda Prabhavalkar, Alex Mukherji, Frances Sinclair, Ian Buchhorn, Emine Hussein ; Bottom right: Half Mile Reef at Windanya. 58 Ardea Resources Limited & controlled entities - Annual Report 2020 Ardea - Developing and Exploring Ardea Resources Limited & controlled entities - Annual Report 2020

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