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Annual Report 2020

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ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 1 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Astron Corporation Limited ARBN 154 924 553 Incorporated in Hong Kong, Company Number: 1687414 Annual Report for the Year Ended 30 June 2020 CAUTIONARY STATEMENT Certain sections of this report contain forward- looking statements that are subject to risk factors associated with, among others, the economic and business circumstances occurring from time to time in the countries and sectors in which the Astron Group operates. It is believed that the expectations reflected in these statements are reasonable but they may be affected by a wide range of variables which could cause results to differ materially from those currently. 22 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Contents Our Global Footprint Our Guarantees Our Origin and History Chairman’s Report Donald Mineral Sands Project - Murray Basin Senegal Mineral Sands Project - Niafarang China Annual Financial Statements - Auditors Report 4 6 7 8 11 17 20 25 Corporate Governance Statement 121 Mineral Resource Statement for Astron and its Subsidiaries 142 3 3 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Our Global Footprint 4 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 5 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Our Guarantees We observe the law, our obligations, voluntary commitments and internal standards We comply with all laws, regulations and obligations that are applicable to us, including internal Astron policies and voluntary commitments. We ensure our personal and business interests never interfere with our ability to make sound, objective decisions. We value and maintain professionalism in all of our dealings We behave in a professional manner that fosters trust, confidence and goodwill. We are always respectful and ensure that we do the right thing. We respect the confidential nature of information given in good faith to Astron Limited. We always strive to deliver on our commitments. We look after our People Safety comes first because physical and mental wellbeing are fundamental to a successful workplace. We’re also committed to building a diverse workforce and an inclusive workplace culture. We recognise our responsibilities to our stakeholders We are committed to engaging in constructive dialogue with our stakeholders to understand and respond to issues that are important to our People, customers, investors, suppliers, government, landowners and the wider community. 6 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Our Origin & History Astron began, as ‘Astron Resources Limited’, in Sydney in 1985, when it listed on the ASX. Astron established its zirconium business in China in the early 1990s, and in 2011 the entity morphed into Astron Corporation Limited, domiciling in Hong Kong, and was re-listed on the ASX as Astron Corporation Limited in 2012. Astron’s business is sourcing, extracting, processing and marketing products derived from the Heavy Mineral Sands suite of minerals, titanium, zirconium, and some of the rare earth elements. Sourcing, extracting: Astron’s 100% owned HMS orebodies are the Donald and Jackson deposits in the Murray Basin (North West Victoria, Australia) and a high-grade coastal HMS deposit at Niafarang, in the Casamance region of the Republic of Senegal, in West Africa. These two deposits are still in the process of preparation for construction, which is expected to commence in 2021. Processing: In the 1990s and 2000’s Astron established first zircon, then titanium raw materials processing facilities in an acquired industrial estate in the city of Yingkou, in Liaoning Province in China. It has recently also constructed a titanium preparation plant, and a fine grained material pelletisation plant there. It intends to use these facilities to process product from Donald and Senegal. Marketing: Also in the 1990s and 2000’s, Astron built a China wide sales network, initially selling zircon sand, ground to client specifications to ceramic manufacturers, then value added zircon products such as zirconium carbonate and fused zirconia. Astron also traded extensively in raw titanium, and producing and selling titanium slag from that site. Whilst aspects of these activities were sold off in 2008, the company remains capable of re-establishing all those activities, and will do so when product from its own sources is being processed. 7 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Chairman’s Report Dear Shareholder AUSTRALIA: DONALD MINERAL SANDS Whilst 2020 will be a year stamped in the memory of the whole world for aeons to come, critical changes have also occurred in our year under review, July 2019 till June 2020. CORPORATE In this period, sadly, we lost our founder and the company’s primary driving force, Alex Brown, who passed away on 30 November 2019. Alex launched Astron in 1985 in Sydney as a mineral materials producer and processor, led the company into China in the 1990s, started zirconium importing and supplying to the China ceramics industry, then its heavy minerals processing operations in Yingkou, acquired its world class Donald and Jackson HMS deposits in 2003, and started the development of our fine grain treatment processes. The jewel in our crown continues to be the Donald-Jackson Heavy Mineral Sands deposit in Victoria, Australia, where we draw closer to the commencement of production of raw titanium, zirconium and rare earth material, at the rate of up to 615,000 tonnes of heavy mineral concentrate a year in the first stage, then up to 1m tonnes in stage 2. As reported last year, test pit was completed extracting 1,000 tonnes of ore, from which 24t will be shipped to China for testing and sales kits. The final planning of all necessary initial production infrastructure is progressing to completion and construction commencement. Start-up funding is still to be sourced, and planning is under way. Vale Alex Brown, founder of Astron Limited Property purchased by Donald Mineral Sands in 2019 Whilst Alex will be greatly missed, we have been fortunate to be able to appoint his very able and well qualified son Tiger Brown to our Board, and have every confidence that with the start Alex gave us the company will continue to grow and prosper. I also record my gratitude and sympathy to executive director Mdm Kang Rong for her stalwart support throughout this stressful period, as well as her continuing contribution to the success of our company and we offer condolences to his family. LAND PURCHASE AND LAND HOLDINGS In July 2019 Donald Mineral Sands settled the purchase of 138ha of land adjoining existing DMS land holdings via an opportunistic, on-market transaction. The purchase of this land holding provides options for development of alternative power infrastructure adjoining the Mining Licence, and since it sits with such close proximity to future mine operations, eliminates the need to mitigate any noise or dust impacts. 8 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 The acquisition takes the land currently owned by Donald Mineral Sands to 1,652ha both on and off the Mining Licence. All arable land is leased to local agricultural producers and is dryland cropped to a rotation of wheat, barley, faba beans, lentils, and canola. SENEGAL: NIAFARANG HMS DEPOSIT The Niafarang mining project has been affected by the Senegal Government’s measures to deal with COVID-19, the effect of which has been a delay in the issue of approvals to proceed. CHINA: YINGKOU Final operational adjustments and upgrades were made to our new mineral separation processing plant at our Yingkou facilities site. In the second half of the 2020 financial year, we were able to achieve stable throughput volumes with our plant, and were able to produce various forms of high purity TiO2 feedstock, ready for chlorination. Furthermore, this plant has been commissioned as part of our long-term operating strategy, and can be adapted to process material from the Donald Mineral Sands project. This process is part of our rebuild as a major advanced material product company. COVID-19 RESPONSE During the initial stages of the pandemic, we took steps to minimise the impact of Covid-19 by implementing health and safety procedures as soon as possible, thereby resuming production, as well as adequate measures to protect our global supply chains. Given those steps, we find ourselves in a position as good as we could have hoped for. MARKET CONDITIONS The current market conditions for heavy minerals reflect both lower supply and demand due to scale back and skeletisation of operations during the COVID pandemic. There are indications that customers have reduced stock levels to reduce cash outflows during uncertain business conditions placing Astron in a strategic position to capitalise on building market share. Demand for high grade feedstocks for chloride pigment plants are expected to strengthen both in China and internationally as recovery from the pandemic continues. Interest in diversifying supply sources of rare earth (RE) products, used in anything from fighter jets to MRI machines to wind turbines, has intensified rapidly globally. Australia is currently the number two producer of RE, contributing 13% of global output, but has significant untapped rare earth potential for the supply of critical minerals. Australia is seen to be a low sovereign risk, stable nation for investment, offtake and supply to global markets. Strong environmental controls and an emphasis on worker welfare and safety are attractive to investors and customers who seek ethical supply chains. 9 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 OUR TEAM China We have over 120 employees in our China Team in Yingkou and our office in Shenyang, and I would like to recognise their hard work in keeping our materials processing and product sales efficiently performing. Australia In Australia we have a small team which I thank again for their tireless effort in keeping us advancing towards our goals. Gerard King Chairman 10 Donald Mineral Sands Project MURRAY BASIN 1111 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Donald Mineral Sands Project - Murray Basin The resultant 24 tonnes of Heavy Mineral Concentrate (HMC) produced will be utilised for future test work in Australia, with the balance shipped to China for stage three of the piloting program where Mineral Separation Plant (MSP) separation and process design initiatives will be developed to complement the current Rutile and TiO2 separation plant. STAGE TWO Mineral Separation Process Metallurgical Development Test Work Running concurrently with the Bulk Sample Piloting, Astron conducted metallurgical test work confirming MSP concept flow sheet priorities and demonstrating improved zircon and titanium recoveries arising from varying equipment selection; utilising conventional concepts identified opportunities where a conventional/ hybrid MSP could be further explored in reducing recirculating loads favouring a one pass separation outcome and circuit simplification. PROJECT STATUS Detailed Engineering and Definition Stage World Class Zircon rich deposit - The Murray Basin is an iconic Geological formation which has layered our land as we know it today with high value and high-grade mineral sands anomalies. The Donald project area is a significant generational opportunity for the diversification of industry and economic growth of our regional communities. Work undertaken in the 2020 financial year mainly focussed on the three-stage piloting program outlined in last year’s annual report. An update of each of those facets is below: STAGE ONE Bulk Sample Piloting Astron engaged Mineral Technologies to undertake Wet Concentrator piloting works utilising a purpose built 1:121 scale plant constructed in accordance with the designs of the WCP compiled during feasibility studies. The feed preparation process liberated the Heavy Minerals contained in the Run of Mine (ROM) sample with minimal loss of mineral to waste streams; recovery of Valuable Heavy Mineral (VHM) was maintained at both 85% and 95% HMC grade respectively. The feed preparation was selective and aided the removal of oversize +3mm and slimes at -20µ sizes which was a noticeable improvement compared with previous bench scale programs, confirming optimal equipment selection. Significantly, recovery data from the Mineral Technologies Report included: - Recovery of in-size and in-SG TiO2, ZrO2, and CeO2 (i.e. -250+20µ +4.04SG fraction) was calculated to be 96.9%, 97.9% and 98.1%. - Recovery of total TiO2, ZrO2, and CeO2 to sand fraction was calculated to be 85.2%, 94.6% and 95.9% relative to ROM ore. 12 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Microscopy photo: Rare Earths STAGE THREE Mineral Separation Process Piloting This stage has been delayed due to the inability of staff and consultants to travel internationally in the wake of COVID-19 restrictions. When restrictions ease and Astron is assured of the health and safety of its supervisory team, around 24 tonnes of HMC will be transported to China, where it will be assessed and a gap analysis completed to determine how the HMC characteristics specific to the Donald HMC perform with the existing Chinese TiO2 separation plant, after which an MSP piloting program will be developed and advanced at Astron’s laboratory and existing operating facilities. Great confidence was been gained in the materials processing ability as smaller bench scale piloting and design concepts have been successfully completed in the past. The major difference with the current program is the size of the sample allowing the ability to complete a continual flow process pilot program. plant, after which an MSP piloting program will be developed and advanced at Astron’s laboratory and existing operating facilities. There is great confidence in the material processing ability as smaller bench scale piloting and design concepts have been successfully completed in the past. The major difference with the current program is the size of the sample and ability to complete a continual flow process pilot program. Critical Minerals Floatation Test work In light of international interest and demand for diversification of the supply of various critical minerals found in the Donald deposit, DMS instigated a froth floatation test work program to explore the benefits of a hybrid MSP where those minerals could be extracted during the WCP process vs the traditional process of floating those minerals during the MSP process. The preliminary test work has identified that the critical minerals floatation could be located at either the WCP or MSP plant depending on where demand exists. During the first stage of this work, a 46kg sample of HMC was subjected to a series of rare earth floatation tests on a 2kg scale, where CeO2 recoveries of up to 97% were confirmed and further works are scheduled and ongoing for the 2021 financial year. 13 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Production model update The DMS project model was updated with the results from earlier piloting works, and will be further refined once hybrid MSP results are at hand. Test pit Rehabilitation The test pit from which the 1,000t ROM ore sample was excavated for piloting was closed in March 2018, and rehabilitation of the site is progressing well. Yield rates will be compared to adjacent cropped areas to determine the levels of success of the rehabilitation along with comparisons to the full soil mapping profiles that were undertaken at adjacent sites. Full laboratory soil analysis has been undertaken at the rehabilitation site with favorable results that will inform the rehabilitation process going forward. In 2019, soil mapping was completed using Echelonag soil mapping technology, which provided specific information of the soil profile to 1m in depth in regards to: · Depth to interface – Depth of soil between Horizon A (top soil) and B (sub soil) · ECa Coil – Electro Conductivity (salinity) at various depths · Relative water content – moisture content of the soil · Tillage – soil compaction and hard pan information, depth to tillage points. Plough-tip depth. DMS has a consultant agronomist who monitors the site conditions and as we continue to assess seasonal changes and variability, we are confident that the rehabilitation process is progressing well with no variations or implication to the soil structure and appearance. Observations and trial management practices on the test pit will continue to inform the overall rehabilitation of the mine site. Air and Noise monitoring: AECOM has been appointed to undertake air and noise modelling utilising the current project definition, and has been working closely with the technical team to understand what modifications will be required to manage any impacts to air quality and the noise implications, and ensure that they are understood, minimised and managed using best practice techniques. This process will provide detailed information which will be incorporated in the project optimisation and detailed engineering phases. Industry participation: - MCA - representatives of Astron actively sit at Victorian State council level, and along with DMS representation on Industry working groups (safety and environment working group, mineral sands working group). - Critical Minerals - DMS participated in road mapping development discussions - Victorian Skills Commissioner - participatin in an Industry Action Group developing a mining specific entry level skills package Electro Conductivity (salinity) of test pit site at a depth of 0.7m 14 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Conceptual Water Recovery Plant The year ahead: Astron is proposing to pursue the following actions during the current company year: • Commence execution and development of the DMS owners’ team - engineering, planning, project management • Update Ore Reserve statement to incorporate learnings and updated Mineral Resource • Further refinement of Production and Financial Models • Finalise all logistic movements and review current transport management plans • Update risk profile and further refine risk strategy and risk register • Exploration on EL5186 to identify other areas of interest and define current ore body boundaries • Commence final review of the detailed engineering scope and optimisation processes • Execute and ramp up community & stakeholder engagement programs • Compile final PEP (project execution plan) • Define and lock down design criterion and financing strategies • Commence infrastructure agreements including water access and power supplies including renewable sources • Commence long lead item procurement 15 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Senegal Mineral Sands Project NIAFARANG 171717 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Senegal Mineral Sands Project - Niafarang ENVIRONMENTAL, SOCIAL AND OTHER ASPECTS Site management plans have been developed in accordance with the Senegalese environmental licencing requirements. Hydrocarbon storage plans, water management plans, and environmental rehabilitation plans have all been developed. Opportunities for shared resources, employment, improved farming initiatives, local worship buildings and basic health improvement (fresh water, proper latrine systems) have been offered by Astron / SMR to assist the local communities to co-exist with SMRs low impact mining operation. These initiatives have been welcomed by many of the local communities although there remain some elements (including settled foreigners in the local region) which are against these initiatives. OSMR has not explored nor entertained these elements as it remains committed to dealing with the local communities and their representatives. Astron / SMR funded a local ceremony in maintaining and educating people on the region’s culture, Astron believes in maintaining strong connections with culture and supporting the educational programs offered to the young people is an important program to support. SMR funded several local initiatives including a field trip consisting of a local group of community leaders who were flown to visit to another operating Mineral Sands dredging operation in northern Senegal. The Niafarang Project progressed significantly with respect to Astron’s presence in the country. During this period, Astron maintained its local presence and representation through senior team site visits, including in-country representation through Astron’s consultancy and visible working groups. Several infrastructure contracts were awarded in the previous reporting period. These works are currently awaiting the acceptance and detailed collaborative access structure where the projects will benefit both Astron’s Senegalese subsidiary, Senegal Mineral Resources (SMR) and the local villages. The sharing of resources (water, power, roads, latrines) is a key part of the community development and social enterprise opportunities for many within the project area. Great effort and collaboration have been achieved over the previous twelve months where certain progress in meeting the expectations of the local Senegalese people has been achieved. SMR has several execution and site development plans to complete once the resettlement program has been completed. To date, there has been little traction afforded to the execution planning because of slow outcomes from regulators and officers. SMR is positioned well in establishing the necessary construction programs upon the commencement of the resettlement program. Project development and construction teams are available for an immediate start upon achievement of the final milestone; the resettling and compensation process. Astron expects all local initiatives to be completed for project start in late 2020, and thereafter commencement phases predominantly hinge on a stable community where safety for all stakeholders involved remains the highest priority. Commencement dates for each phase of the construction process will be announced once there is certainty. Employment and Contract scopes are finalized and will be revisited prior to site commencement. 18 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 SMR shall maintain an important network and support program in co-exiting and developing initiatives with the wider communities throughout Casamance and beyond. New drilling programs and exploration will be announced in due course, following the commencement of the Niafarang project. ASTRON’S LONG TERM FUTURE IN WEST AFRICA Alternate and additional exploration opportunities are available for exploring locally and beyond the current mining licence area of Niafarang. Astron / SMR is excited to be a part of the greater area where local authorities and communities are open to negotiating access and development program initiatives with the SMR team. Further expansion of Astron’s presence in West Africa has been a long process where persistence and collaborative efforts in working with the local communities is proving to be a successful process. 19 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 China – Rebuild of Advance Materials and Manufacturing base in China THE REBUILD Astron Corporation has spent the 2020 financial year rebuilding our market presence and capabilities in China. In our multi-step approach to re-establish a foot-hold in China’s Titanium industry: 1. We successfully commissioned the mineral separation processing plant to process up to 150,000tpa of Ilmenite material for use as a high-quality feedstock for chlorination markets with TiO2 production plants in China. warehouse and 10,000m2 hardstand for the storage of our raw materials and products; 2. We are in the final stages in commissioning our micro-agglomeration plant in Yingkou, Liaoning, with an expected monthly production volume of 3,000 tonnes of high-grade chlorinator feed-stock; 3. We will continue to upgrade and develop our testing and R&D facilities at our Chinese operations to increase product quality and better adapt our products to the customers’ needs; Year in Review As the companies’ operating arm, Chinese operations were significantly disrupted by Covid-19. Throughout the 2020 Financial year, we continuously improved our separation plant’s operations. In comparison to 2019, we achieved increases in tonnes processed, Ti% Recovery and overall operations efficiency in our Mineral Separation Plant. Given those improvements, we saw an increase in year on year sales revenue of 5.7% despite the challenges created by Covid-19. 20 BEING A PART OF THE FUTURE We anticipate to be part of the growth of the TiO2 pigment chlorination industry in China, as major players work to decrease their carbon footprint and demand from down-stream customers continue to increase. It is anticipated that the chlorination process capacity will triple on current levels within the next five years. This should see demands for suitable high purity feedstocks continue to increase in the 2021 Financial year, Astron is well-positioned to take advantage, especially once the micro-agglomeration plant is fully commissioned. To date, Astron has been using our own TiO2 feedstock, however, given its feasibility and our anticipated processing excess capabilities, we are looking for alternative feed-stocks supplies. We believe that we represent a significant value-add opportunity for our partners in the industry assisting with the desires of increased sustainability and recoveries. Ultimately, we intend to use our Yingkou processing plant to process TiO2 feedstock from our Donald project in Victoria, Australia. ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Developed Products Nuclear-grade zirconia production Yingkou, People’s Republic of China 200tpa high purity zirconium sponge production facility and an independent lab equipped with advanced analysers including Bruker S8 XRF, Leeman ICP and laser particle size analyser Atomic energy (high purity grade) zirconia production facility in operation already, producing high-quality high purity grade zirconia products. The Astron development team has completed in house laboratory, bench and small-scale piloting programs for micro-agglomeration of finer TiO2 particles and successful trials have allowed the installation of a purpose built pelletisation process which adds value to the current suite of products currently produced. The pelletisation process has been designed to produce various end products (Hardness, Size) which allows the plant to produce specialized products suited to specific customer’s process plant requirements. Astron’s global operations are expected to become the major feed stock suppliers for Astron China’s growing demand for high quality products. Future advancements in ZrO2, TiO2, CeO2, and Rare Earth Oxides are just the beginning of Astron’s Global future. 21 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 SPECIALTY R&D Sponge Zirconium Technology Astron has succeeded in producing high purity grade zirconia containing hafnium less than 50ppm by TBP-HCL-HNO3 extraction method. A facility of 200tpa highly-pure zirconia has been established, with independent lab equipped with ICP and XRF etc. Removal of Zircon Impurities Astron has spent nearly ten years and succeeded in removing U/Th/Fe/Ti from zircon. This can greatly improve the quality of zircon. Lower impurity content makes better glaze colour, which can provide premium raw materials for ceramics, refractory, casting and chemical industry in China. The concentrated U solid waste can provide uranium resource of low cost and high content to the nuclear industry. Titanium micro-agglomeration Technology Rutile pelletizing is a process to solve the problem of fine rutile being unable to be used for TiCl4. This can also indirectly improve the fine rutile value. It is one of the methods of developing high value and grade Chlorinator feed with finer sized material. With chlorination, the particle size of the rutile products being processed in this method enables better chlorination efficiencies than common rutile and blended slag materials. CP TiO2 Technology Astron spent 3 years and more than several tens of million RMB in completing the detailed design of 90,000tpa CP TiO2 Project with the cooperation with a team of experts in China and overseas. ZOC Technology Alkaline fusion is being generally used for ZOC industry with great pollution and poor economy. Astron’s CP method is environment agreeable with its by products being of improved economy. Astron’s sustainable development encompasses our commitment and policy towards our employees, local communities, health and safety, and the environment. 22 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Sustainable Development EMPLOYEES AND OTHER STAKEHOLDERS We take our responsibility to our 135 strong staff seriously through our human resources policies which demonstrate care and concern for our staff and their training, development and wellbeing, as well as care and concern for our customers, suppliers and shareholders. In Astron, salaries are based on competitiveness within the local market environment. Additionally, some key employees have a variable performance related bonus which is determined by pre- arrangement in alignment with individual and team objectives. LOCAL COMMUNITIES Astron is committed to bringing positive change to the communities surrounding its mining and processing operations. Astron’s Donald Project has been planned in close engagement with the local community to provide economic and social benefits to the community, including supporting the Minyip branch of the State Emergency Service, who provide critical local assistance to minimise the impact of emergencies and strengthen the community’s capacity to plan, respond and recover when emergencies occur. Astron has also sponsored the Minyip Art Show, the Minyip Golf Club, as well as the Donald Scout group’s Muddy Duck event. In addition, sponsorship of the Minyip Murtoa Football Club’s “Buddy Program” saw senior football players mentor the skills of juniors over three nights throughout the playing season, building the skills, confidence and fitness of developing footballers. sponsorship of the Minyip Murtoa Football Club’s “Buddy Program” saw senior football players mentor the skills of juniors over three nights throughout the playing season, building the skills, confidence and fitness of developing footballers. 23 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 ENVIRONMENT Astron strives to be the best in class performance in all aspects of environmental management. Compliance with all applicable legal requirements and legal codes of practice is seen as a minimum standard and we work to prudently reduce emissions and waste. The Astron Group is totally committed to continuing environmental vigilance and improving systems of control, compliance and results such as the minimisation of all kinds of waste from mining and down streaming processes where practicably possible. 24 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Astron Corporation Limited ARBN 154 924 553 Incorporated in Hong Kong, Company Number: 1687414 Annual Financial Statements For the Year Ended 30 June 2020 252525 Astron Corporation Limited Company Number: 1687414 For the Year Ended 30 June 2020 CONTENTS Financial Statements Directors’ Report Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Profit or Loss and Other Comprehensive Income (continued) Consolidated Statement of Financial Position Consolidated Statement of Financial Position (continued) Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Declaration by Directors Independent Auditor’s Report Investor Information Page 1 16 17 18 19 20 21 81 82 87 Astron Corporation Limited Company Number: 1687414 Directors’ Report 30 June 2020 The Directors of Astron Corporation Limited (the “Company”) present their report on the consolidated entity (“Group” or “Astron”), consisting of Astron Corporation Limited and the entities it controlled at the end of, and during, the financial year ended 30 June 2020. Directors The following persons were Directors of Astron Corporation Limited for part of the financial year and up to the date of this report: Names Mr. Gerard King Mdm. Kang Rong Mr. Tiger Brown (Appointed on 4 December 2019) Mr. Alexander Brown (Deceased on 30 November 2019) Principal Activities The principal activities of the Group during the financial year were: - - - - Exploration, evaluation and progress of the feasibility assessment of the Donald mineral sands mining and processing project (“DMS”) Evaluation and progress of the feasibility of the Senegal Niafarang mineral sands mining processing project (“Senegal”) Evaluation and advancement of downstream applications for zircon and titanium Titanium based materials trading There have been no significant changes in the nature of the Group's principal activities during the financial year. Significant Changes to Group Structure There were no significant changes to the Group structure in the financial year ended 30 June 2020. Financial Position The net assets of the Group have decreased to $93,725,284 a decrease of $6,548,697 from 2019. The net assets have been affected by an increased loss from operations. Dividends No final dividend was proposed for the year ended 30 June 2020 (2019: Nil). 1 Astron Corporation Limited Company Number: 1687414 Directors’ Report 30 June 2020 Review of Operations Financials Consolidated Statement of Profit or Loss and other Comprehensive Income   Sales revenue increased over the prior year by 5.7% to $8,430,039 from 2019: $7,977,198. This was due to the increase in sales activity in the Chinese markets compared with the prior years. Turnover should continue to improve in line with the market increase in mineral sands market prices in China. Gross margins reflected the ongoing development of the mineral separation plant, agglomeration plant, and as a result the materials produced. The importation and productions costs were also adversely impacted importation tariffs imposed on imports between China (which increased from 0% to 10% and then 25%) resulting in an additional $1,159,000 in tariff costs, additional transportation and storage costs and also by Covid 19. It is anticipated margins will also increase in the year ending 30 June 2021.  Administration expenditure was broadly consistent with the prior year reflecting ongoing cost controls. Consolidated Statement of Financial Position     The increase in inventories should allow the Group to capitalise on the strengthening of the mineral sands markets in China and Astron’s development of the products to be sold which is anticipated to increase during the 2021 financial year as the mineral separation plant and agglomeration plant is optimised. The increase in intangible assets arises from further exploration expenditure capitalised in respect of the Donald Mineral Sands and Senegal Niafarang projects. Land use rights comprise 50-year land use leases. These leases are capitalised and amortised over the 50-year period. The decrease in the net tangible asset value from 18.8 cps at 30 June 2019 to 12.4 cps at 30 June 2020 primarily relates to the group loss for the year and the capitalisation of exploration and development costs. Operations review Donald The advancement of the Donald project (“DMS”) continued during the year. In conjunction with external resource consultants Mineral Technologies a 1,000t run of mine wet concentrator pilot plant and associated test work was completed on ore material previously excavated from the DMS test pit site. The pilot plant successfully proved separation and provided valuable guidance into opportunities for new design criteria, resulting in increased recovery and grade outcomes. As a direct result of the pilot plant test and additional external test work the project has increased its viability through additional materials extraction, improved recovery and grade of the in ground HMC at Donald. 2 Astron Corporation Limited Company Number: 1687414 Directors’ Report 30 June 2020 The project risk assessments are ongoing and being incorporated into the projects valuation models. Donald has undertaken regular Government liaison and introductions continue with development agencies and approval departments. Updating the DMS financial project and operating models will be carried out in late 2020 to reflect the improvements with an expected increase in infrastructure capital and therefore achieving a reduced operating cost outcome and incorporating a planned resource update. The previous models were significantly positive and DMS believes this will be improved upon with the work completed in 2020 and global demand positive outcomes on final product pricing. Optimisation processes will be completed ahead of the official detailed engineering commencement. The project remains viable under the current climate and global product demand. Execution strategy The execution strategy for the project will involve a standalone design contract for the Australian processing plant, reflecting a modular plant construction and assembly through a Chinese fabrication yard. The module assembly and all wraparound construction will be conducted by way of several local construction contracts and managed by a single integrated owners and project teams. These programmed actions will be reassessed with consideration to the renewed infrastructure methodology and pilot process outcomes. Approvals A summary of the status of relevant approvals is as follows: Status Approval type Environment or Effects Statement (ESS) Approved Approved Mining licence Approved Cultural Heritage Management plan Secured Water rights Approved Radiation licence Approved Export permit Approved Work plan test pit Approved Work Authority test pit Infrastructure Assessment Date 2008 August 2010 January 2014 2012 Renewed December 2019 December 2019 March 2018 August 2018 Road infrastructure remains solid with the design and supply opportunities unchanged. The power opportunities will be further assessed with assistance of the regional development agencies for alternate methods and / or a combination of both mains power and renewable hybrid systems shall be considered. Funding opportunities continue to be investigated as the project financing and detailed engineering draws closer. These will be further explored as the business modelling is completed in accordance with the government agencies as mentioned above. Power options studies were completed through a third party consultancy firm and these options are currently being considered. In relation to the water pipeline, hydraulic assessments and pipeline engineering designs were completed in 2016. The piping system design catered for full scale operations with capacities for future expansions. Discussions with local water network providers and the Regional Development Group of Victoria commenced in 2018 with detailed system reviews to ensure initial and future project needs will be met. This is an ongoing exercise in 2021. 3 Astron Corporation Limited Company Number: 1687414 Directors’ Report 30 June 2020 Exploration Improvement Updating the current JORC code is planned in early 2021 to conform with the 2012 JORC code and improve on the - 38 micron fraction within the contained minable HM%. Risk assessment Risk assessments have been conducted at various stages, and major risks have been ranked and prioritized. The most significant technical risks are associated with site water and tailings management, and operational logistics of large mining equipment inside the pit. Test work has been conducted to quantify these risks and management plans have been put in place to address them. These risks have been logged as part of the Victorian Work Plan process. Additional risks will be associated with ensuring that long-lead items are expedited, and that module assembly is completed on schedule and to an acceptable level of quality. These risks will all be specifically managed with specific management plans and designated hires into the project team. Funding Astron continues to develop its funding strategy which could include a mix of equity, internally generated cash flows and debt funding. Astron continues to work with entities interested in assisting with this project. China TiO2 Processing plant Astron commissioned its TiO2 processing plant in Yingkou, China. The plant is producing rutile from the Savannah Ore. The processing has now been upgraded to add the agglomeration plant to increase recoveries. The Group is well placed to monetise its inventories with the upgraded plant and continued strengthening of the mineral sands market in China. Senegal Exploration No additional exploration field activities have occurred in the year. Application, renewal applications and studies have been undertaken by Astron’s consultant in Senegal (Harmony group) to re-establish approvals for expired exploration leases. The current exploration licence remains in a maintenance position where Astron has the right to apply for drilling exploration and planning which will see the licence reactivated for explorative purposes. The exploration renewal process has commenced and awaiting the mines department review on the overall area and associated graticules. Mining Licence Mining Licence was awarded to the Group in June 2018. In Senegal Astron has an operational readiness – procedures are in place, approvals for recruitment, contract commencement is slowly progressing under the current pandemic circumstances. Capital equipment is in place in Dakar, local representation remains in place and the detailed mine design ready to implement. The Senegal Government continues to move slowly in considering final approvals for the community resettlement program. Discussions continue in the development of the community relocation plan with local and federal governments. 4 Astron Corporation Limited Company Number: 1687414 Directors’ Report 30 June 2020 Covid 19 has had a noticeable impact in developing community engagement process and government support processes also impacting the development. Overall project viability continues to increase in line with the global market demand for the final products of Rutile and Zircon. America Astron commenced the excavation and loading processes of Ilmenite Ore in Savannah USA. The process and purchases are via a Bill of Sales (BOS) Agreement and locally (USA) and Australian developed Standard Operations Procedure (SOP) for the shipping and loading functions in Savannah to Georgia and then on to Dalian in China. In the first instance, this material is being used as feedstock for the processing plant that has been commissioned to develop a suite of Ti0շ products including several grades of rutile for its customers and is an important step in moving towards Astron re-establishing its advanced materials capabilities in China. Other mineral sands opportunities in the USA for processing and sale in China are under investigation and review. Covid 19 Astron prioritises the safety and health of all staff while also keeping a very clear focus on how we continue to support our business operations during this unprecedented period. The safety and wellbeing include Astron’s consultancy members conducting global business activities on behalf of Astron. We have been following very closely the official public health advice from Federal and State Governments. For the immediate future, the following mitigation and best practice methods have been implemented. Astron implemented distancing, work from home options and suspended all international travel. While the pandemic impacted potential drilling in Donald, it did not directly impact the supply of materials from the Savannah operations and while there were operational challenges in China, production interruption was not as significant as anticipated, however product deliveries were reduced in compliance with strict Chinese protocols. Significant Changes in State of Affairs There have been no significant changes in the Group's state of affairs during the financial year. Matters Subsequent to the end of the Financial Year As at 30 June 2020, $1,495,660 (2019: $2,962,631) was due to the Group from the 2015 sale of surplus land in China. Subsequent to year end, $0.4 million has been received against this receivable. The Group has funding options available to provide support for the completion of the Mineral Separation Plant upgrades and other asset acquisition. These funding options could be a mix of third parties or Director support and will be pursued if required. Subsequent to year end no further loan facilities have been required. There are no other matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial years. 5 Astron Corporation Limited Company Number: 1687414 Directors’ Report 30 June 2020 Likely Developments During the next financial year, the Group expects to: - - - Complete the Chinese mineral separation plant and agglomeration optimization, Continue progressing the Senegal project and working towards project commissioning; and Upgrade the Donald Mineral Sands definitive feasibility study, complete additional infill drilling, advance capex optimisation resulting from the pilot tests and develop funding alternatives. Work continues on the Donald project technical optimisation, including further work on mining method refinement, tailing treatment majorization, processing flow process, updating and comparing logistics options. When final approvals are received with respect to the Senegalese Niafarang project and it commences into production, the Group will have an additional revenue source, which will have an immediate impact on the financial position of the Group. The Group’s business strategies continue to be based on being a high-quality producer of zircon and titanium (together with associated products) focused on sales and marketing activities in China. Environmental Regulation The Group's operations are in China, Senegal and Australia. In Australia, our Environmental Effects Statement for the Donald mine has been approved. The Group complied with all environmental regulations in relation to mining operations and there were no reportable environmental matters from the Australian operations. Once these projects have been developed the Group will if applicable apply the National Greenhouse and Energy Reporting Act of 2007. In China, the Group continues to work closely with the local authorities to ensure high standards are maintained. In relation to the proposed manufacturing processes in China, there are no outstanding exceptions as noted by regular local government environmental testing and supervision. Further the development projects will be implemented with best practice standards carefully monitored by the local authorities. To the best of the Directors' knowledge, the Group has adequate systems in place to ensure compliance with the requirements of all environmental legislation described above and are not aware of any breach of those requirements during the financial year and up to the date of the Directors' report. Occupational Health and Safety During the year there were no lost time injuries. 6 Astron Corporation Limited Company Number: 1687414 Directors’ Report 30 June 2020 Director Information Mr. Gerard King Chairman (Non-executive) Qualifications Experience LLB - Board Member since 6 December 2011 (Astron Limited: 5 November 1985) - Former partner of law firm Phillips Fox and has had over 30 years of experience in corporate and business advising including acting as a Director of a number of Australian Public Companies Interest in Shares # 49,138 CDIs Special Responsibilities Mr. King is the Chairman of the Board and the Chairman of the Remuneration & Nomination Committee Directorships held in other listed entities Mr. King is not currently a Director of another listed company. Mdm. Kang Rong Chief Executive Officer and Managing Director (Executive) Qualifications Experience B.E.(Chem) - Board member since 31 January 2012 (Astron Limited: 21 August 2006) - Mdm Kang Rong worked as a Chemical Production Engineer at Shenyang Chemical Company (a major Chinese company based in Shenyang (Liaoning Province). She then moved to Hainan Island China and worked in sales and administration for the Japanese trading co. Nissei, Ltd. - Mdm Kang Rong joined Astron in 1995 as marketing manager of Shenyang Astron Mining Industry. Since then she has overseen Astron’s China operations and global sales and has been largely responsible for the growth and development of the Company. Interest in Shares # 4,000,100 CDIs Special Responsibilities As Chief Executive Officer and Managing Director is in charge of all Astron’s operations Directorships held in other listed entities Mdm Kang Rong is not currently a Director of another listed company. 7 Astron Corporation Limited Company Number: 1687414 Directors’ Report 30 June 2020 Mr. Tiger Brown Qualifications Experience Executive Director B. S. (Economics) - Board member since 4 December 2019 - Mr Brown has worked in Astron’s business for a number of years in China and Australia - Mr Brown has studied business finance at Wharton School of Business at the University of Pennsylvania. Interest in Shares # 94,165,972 CDIs Special Responsibilities Executive Director in charge of Global operations and finance Directorships held in other listed entities Mr Brown is not currently a Director of another listed company. # Interest in Shares includes directly, indirectly, beneficially or potentially beneficially held shares. Meetings of Directors During the financial year, two meetings of Directors (excluding committees of Directors) were held for Astron Corporation Limited. Attendances by each Director at Directors’ meeting, audit and risk committee and remuneration and nominating committee meetings during the year were as follows: Astron Corporation Limited Mr. Gerard King Mr. Alexander Brown Mdm Kang Rong Mr. Tiger Brown Share Options Directors' Meetings Number Number attended eligible to attend 4 - 4 4 4 - 4 4 No options over issued shares or interests in the Group or a controlled entity were granted during or since the end of the financial year and there were no options outstanding at the date of this report. 8 Astron Corporation Limited Company Number: 1687414 Directors’ Report 30 June 2020 Remuneration Report Policy for determining the nature and amount of Key Management Personnel (“KMP”) remuneration The remuneration policy of the Group has been designed to align Director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering potential long-term incentives based on key performance areas affecting the Group's financial results. The board of Astron Corporation Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and Directors to run and manage the Group, as well as create goal congruence between Directors, executives and shareholders. The board's policy for determining the nature and amount or remuneration for the board members and senior executives of the Group is as follows: • • • The remuneration policy for the executive Directors and other senior executives was developed by the remuneration committee and approved by the board after seeking professional advice from an independent external consultant. All executives receive a market related base salary (which is based on factors such as length of service and experience), other statutory benefits and potential performance incentives. The remuneration committee reviews executive packages annually by reference to the Group’s performance, executive performance and comparable information from industry sectors. The performance of executives is measured against criteria agreed with each executive and is based predominantly on the forecast growth of the Group’s profits and shareholders’ value. All bonuses and incentives are linked to the performance of the individual and are discretionary. The objective is designed to attract the highest caliber of executives and reward them for performance that results in long term growth in shareholder wealth. At the discretion of the Committee from time to time shares are issued to executives to reflect their achievements. There are presently no option-based schemes in place. Where applicable executive Directors and executives receive a superannuation guarantee contribution required by the government, which is currently 9.5%, and do not receive any other retirement benefits. Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation. If shares are given to Directors and/or executives, these shares are issued at the market price of those shares. The board policy is to remunerate non-executive Directors at market rates 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 the Annual General Meeting. Fees for non-executive Directors are not linked to the performance of the Group. However, to align Director's interests with shareholder interests, the Directors are encouraged to hold shares in the Group. Performance based remuneration As part of each executive Director and executive’s remuneration package there is a discretionary bonus element. The intention of this program is to facilitate goal congruence between Directors/executives with that of the business and shareholders. In determining whether or not each executive Director and executive's bonus is due, the remuneration committee bases the assessment on audited figures and independent reports where appropriate. 9 Astron Corporation Limited Company Number: 1687414 Directors’ Report 30 June 2020 The remuneration committee reserves the right to award bonuses where performance expectation has prima facie not been met but it is considered in the interests of the Group to continue to reward that individual. Discretionary bonuses of $Nil (2019: $Nil) were paid during the year. There is a potential discretionary bonus available to Mr Tim Chase of up to $50,000. There are no other bonus arrangements entered into with KMP’s. Other KMPs are entitled to the annual bonus program of the Group, which will be based on the performance of the group and at the discretion of the Board. The terms of the bonus program are in the process of being defined. Company performance, shareholder wealth and directors and executive’s remuneration The remuneration policy has been tailored to increase goal congruence between shareholders and Directors and executives. This has been achieved by awarding discretionary bonuses to encourage the alignment of personal and shareholder interests. The Group believes this policy to have been effective in increasing shareholder wealth and the Group's consolidated statement of financial position over the past five years. The following table shows the sales revenue, profits and dividends for the last five years for the listed entity, as well as the share price at the end of the respective financial years. Sales revenue (‘000) Net Profit/(Loss) (‘000) Share Price at Year-end Dividends Paid (‘000) 2016 $ 468 (4,408) 0.17 - 2017 $ 1,900 (2,591) 0.16 - 2018 $ 5,014 (4,671) 0.20 - 2019 $ 7,977 (1,913) 0.20 - 2020 $ 8,430 (6,293) 0.17 - KMP The following persons were KMP of the Group during the financial year: Mr. Gerard King Mr. Alexander Brown Mdm Kang Rong Mr. Tiger Brown Mr. Tim Chase Mr. Joshua Theunissen Position Held Chairman-Non-executive President (Deceased) Chief Operating Officer and Deputy Managing Director (Executive) Executive Director Project Executive Australian Company Secretary 10 Astron Corporation Limited Company Number: 1687414 Directors’ Report 30 June 2020 Shareholdings Details of equity instruments (other than options and rights) held directly, indirectly, beneficially or potentially beneficially by KMP and their related parties are as follows: 30 June 2020 KMP Mr. Gerard King Mr. Alexander Brown Mdm Kang Rong Mr. Tiger Brown Mr. Tim Chase Mr. Joshua Theunissen Total Details of Remuneration Balance 1/07/2019 Shares (sold) /purchased Shares transferred Balance 30/06/2020 49,138 94,183,224 4,000,100 - - 100 98,232,562 - - - - - - - - (94,165,972) - 94,165,972 - - - 49,138 17,252 4,000,100 94,165,972 - 100 98,232,562 Details of compensation by key management personnel of Astron Corporation Limited Group are set out below: Year ended 30 June 2020 Short term benefits Post- employment benefits Cash, fees salary & commissions $ Non-cash Benefits/ Other $ Termination Payments $ Superannuation $ Total $ % of remuneration that is performance based 120,000 104,167 250,000 - 240,000 54,353 768,520 - - - - 9,672 - 9,672 - - - - - - - - - - - 120,000 104,167 250,000 - 20,531 270,203 - 54,353 20,531 798,723 0% 0% 0% 0% 0% 0% Directors Mr. Gerard King Mr. Alexander Brown (#1) Mdm Kang Rong (#1) Mr Tiger Brown Other KMP Mr. Tim Chase Mr. Joshua Theunissen (#1) Note reference #: 1. Paid or payable to management company Use of Remuneration Consultants The Board have previously employed external consultants to review and to provide recommendations in respect of the amount and elements of executive remuneration, including short-term and long-term incentive plan design. No remuneration consultants were employed during the year. Termination Payment No termination payments were paid during the year to KMP. 11 Astron Corporation Limited Company Number: 1687414 Directors’ Report 30 June 2020 Share Based Payments No share-based payments were made during the year ended 30 June 2020 or 30 June 2019. Voting and comments at the Company’s 2019 Annual General Meeting The Company received 99.89% of “yes” votes on its remuneration report for the 2019 financial year. The Company did not receive any specific feedback at the AGM on its remuneration report. Year ended 30 June 2019 Short term benefits Post- employment benefits Cash, fees salary & commissions $ Non-cash Benefits/ Other $ Termination Payments $ Superannuation $ Total $ % of remuneration that is performance based 109,589 250,000 250,000 255,960 55,500 921,049 - - - 9,270 - 9,270 - - - - - - 10,411 120,000 - - 250,000 250,000 21,545 286,775 - 55,500 31,956 962,275 0% 0% 0% 0% 0% Directors Mr. Gerard King Mr. Alexander Brown (#1) Mdm Kang Rong (#1) Other KMP Mr. Tim Chase Mr. Joshua Theunissen (#1) Note reference #: 1. Paid or payable to management company Service Contracts Service contracts (or letters of engagement) have been entered into by the Group, or are in the process of being entered into, with all key management personnel and executives, describing the components and amounts of remuneration applicable on their initial appointment, including terms, other than non-executives who have long established understanding of arrangements with the Group. These contracts do not fix the amount of remuneration increases from year to year. Remuneration levels are reviewed generally each year by the Remuneration Committee to align with changes in job responsibilities and market salary expectations. Other key management personnel have ongoing contracts with a notice period of three months for key management personnel. There are no non-standard termination clauses in any of these contracts. The Remuneration Committee considers the appropriate remuneration requirements. In August 2012, the Group engaged external consultants to review the Group’s salary and incentive benchmarks. No consultants were engaged to review Group remunerations during the year ended 30 June 2020. END OF REMUNERATION REPORT 12 Astron Corporation Limited Company Number: 1687414 Directors’ Report 30 June 2020 Indemnifying Officers or Auditor Insurance premiums paid for Directors During the year, Astron Limited paid a premium of $50,798 (2019: $35,802) in respect of a contract indemnifying Directors, secretaries and executive officers of the company and its controlled entities against a liability incurred as Director, secretary or executive officer. The contract of insurance prohibits disclosure of the nature of the cover. The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the company or any of its controlled entities against a liability incurred as such an officer or auditor. Non-audit services During the financial year, the following fees for non-audit services were paid or payable to the auditor, BDO Limited, or their related practices: Other Services Taxation services Other assurance services 2020 $ - - 2019 $ 8,178 - The Directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on behalf of the auditor), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor, as set out above, did not compromise the auditor independence requirements of the Hong Kong Institute of Certified Public Accountants (“HKICPA”) for the following reasons: • • all non-audit services have been reviewed by the Board to ensure that they do not impact the integrity and objectivity of the auditor; and none of the non-audit services undermine the general principles relating to auditor independence as set out by the HKICPA. Auditors’ Independence Declaration The lead auditors’ independence declaration for the year ended 30 June 2020 has been received and can be found on page 15 of the financial report. Directors’ declaration regarding HKFRS compliance statement The Directors’ declare that these annual financial statements have been prepared in compliance with Hong Kong Financial Reporting Standards. 13 Astron Corporation Limited Company Number: 1687414 Directors’ Report 30 June 2020 Proceedings on Behalf of Company No person has applied to the Court for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party, for the purpose of taking responsibility on behalf of the company for all or part of those proceedings. Signed in accordance with a resolution of Directors: Mdm Kang Rong Dated this 30 September 2020 Mr. Gerard King 14 Astron Corporation Limited ARBN 154 924 553 Consolidated Statement of Profit or Loss and Other Comprehensive Income For The Year Ended 30 June 2020 Sales revenue Cost of sales Gross profit Interest income Other income Distribution expenses Marketing expenses Occupancy expenses Administrative expenses Reversal of provision for impairment on receivables Fair value loss on financial assets at fair value through profit or loss Costs associated with Gambian litigation Finance costs Other expenses Loss before income tax expense Income tax (expense)/benefit Net loss for the year Other comprehensive income Items that may be reclassified subsequently to profit or loss: (Decrease)/Increase in foreign currency translation reserve (tax: Nil) Other comprehensive income for the year, net of tax Total comprehensive income for the year Loss for the year attributable to: Owners of Astron Corporation Limited Total comprehensive income for the year attributable to: Note 5 5 5 6 6 6 6 6 7 2020 $ 8,430,039 (8,258,584) 171,455 2,159 344,246 (583,907) (218,110) (48,479) 2019 $ 7,977,198 (4,481,514) 3,495,684 15,625 217,225 (382,096) (79,177) (87,586) (4,448,707) (4,333,108) 469,657 (5,044) (136,006) (1,651,551) (100,416) (6,204,703) (88,117) (6,292,820) 411,395 (23,794) (65,625) (1,275,210) (165,245) (2,271,912) 358,950 (1,912,962) (255,877) (255,877) (6,548,697) 2,944,129 2,944,129 1,031,167 (6,292,820) (1,912,962) Owners of Astron Corporation Limited (6,548,697) 1,031,167 The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. 16 Astron Corporation Limited ARBN 154 924 553 Consolidated Statement of Profit or Loss and Other Comprehensive Income (continued) For The Year Ended 30 June 2020 LOSS PER SHARE Loss per share (cents per share) Diluted loss per share (cents per share) Note 8 2020 Cents 2019 Cents (5.14) (5.14) (1.56) (1.56) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. 17 Astron Corporation Limited ARBN 154 924 553 Consolidated Statement of Financial Position As at 30 June 2020 ASSETS Current assets Cash and cash equivalents Term deposits greater than 90-days Trade and other receivables Inventories Financial assets at fair value through profit or loss Available-for-sale financial assets Total current assets Non-current assets Trade and other receivables Property, plant and equipment Exploration and evaluation assets Development costs Right-of-use assets Land use rights Total non-current assets TOTAL ASSETS LIABILITIES Current liabilities Trade and other payables Contract liabilities Borrowings Provisions Total current liabilities Non-current liabilities Deferred tax liabilities Long-term provisions Total non-current liabilities TOTAL LIABILITIES NET ASSETS 2 Note 10 10.3 11 12 14 11 16 17 18 19 19 20 21 22 23 24 23 2020 $ 2019 $ 555,504 46,112 11,039,026 9,930,340 20,322 1,687,549 46,112 9,820,565 7,348,837 25,366 21,591,304 18,928,429 - 2,077,163 26,648,011 70,297,773 8,205,625 2,983,286 26,220,427 69,400,384 7,804,124 - - 3,090,641 108,134,695 108,592,739 129,725,999 127,521,168 13,125,453 5,106,984 10,917,671 116,901 9,639,406 4,363,126 7,133,146 95,642 29,267,009 21,231,320 5,941,198 792,508 5,229,611 786,256 6,733,706 6,015,867 36,000,715 27,247,187 93,725,284 100,273,981 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. 18 Astron Corporation Limited ARBN 154 924 553 Consolidated Statement of Financial Position (continued) As at 30 June 2020 EQUITY Issued capital Reserves Retained earnings TOTAL EQUITY Note 25 26 2020 $ 2019 $ 76,549,865 14,257,151 76,549,865 14,513,028 2,918,268 9,211,088 93,725,284 100,273,981 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. read in conjunction with the accompanying notes. Mdm Kang Rong Mr. Gerard King 19 Astron Corporation Limited ARBN 154 924 553 Consolidated Statement of Changes in Equity For The Year Ended 30 June 2020 Year Ended 30 June 2020 Equity as at 1 July 2019 Loss for the year Other comprehensive income Exchange differences on translation of foreign operations Total comprehensive income for the year Issued capital $ Retained earnings $ Share based payment reserve $ Foreign currency translation reserve $ Total equity $ 76,549,865 9,211,088 913,104 13,599,924 100,273,981 - - - (6,292,820) - (6,292,820) - - - - (6,292,820) (255,877) (255,877) (255,877) (6,548,697) Equity as at 30 June 2020 76,549,865 2,918,268 913,104 13,344,047 93,725,284 Year Ended 30 June 2019 Equity as at 1 July 2018 Initial application of HKFRS 9 Restated balance as at 1 July 2018 Loss for the year Other comprehensive income Exchange differences on translation of foreign operations Total comprehensive income for the year Equity as at 30 June 2019 Issued capital $ Retained earnings $ Share based payment reserve $ Foreign currency translation reserve $ Total equity $ 76,549,865 11,689,667 913,104 10,655,795 99,808,431 - (565,617) - - (565,617) 76,549,865 11,124,050 913,104 10,655,795 99,242,814 - - - (1,912,962) - (1,912,962) - - - - (1,912,962) 2,944,129 2,944,129 2,944,129 1,031,167 76,549,865 9,211,088 913,104 13,599,924 100,273,981 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. 20 Astron Corporation Limited ARBN 154 924 553 Consolidated Statement of Cash Flows For The Year Ended 30 June 2020 Cash flows from operating activities: Receipts from customers Payments to suppliers and employees Net cash outflow from operations Refundable Australian R&D tax offsets received Note 2020 $ 2019 $ 10,136,280 7,915,476 (12,112,055) (15,055,938) (1,975,775) (7,140,462) 623,470 415,145 Net cash outflow from operating activities 31.1 (1,352,305) (6,725,317) Cash flows from investing activities: Proceeds in short term deposits Receipts from partial settlement of land receivable Acquisition of property, plant and equipment Capitalised exploration and evaluation expenditure Net cash outflow from investing activities Cash flows from financing activities: Interest received Interest paid Partial settlement of offtake agreement Repayment of borrowings Proceeds from borrowings Net cash inflow from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of the year Net foreign exchange differences - 15,000 1,483,981 (2,123,232) (1,831,166) 3,688,765 (4,390,335) (3,385,602) (2,470,417) (4,072,172) 2,160 (631,177) (205,753) (8,187,404) 12,034,612 15,625 (207,630) - - 6,797,319 31.4 3,012,438 6,605,314 (810,284) (4,192,175) 1,687,549 (321,761) 555,504 3,167,548 2,712,176 1,687,549 Cash and cash equivalents at end of the year 31.2 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. 21 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 1. Corporate Information The consolidated financial statements of Astron Corporation Limited for the year ended 30 June 2020 were authorised for issue in accordance with a resolution of the Directors on 30 September 2020 and relate to the consolidated entity consisting of Astron Corporation Limited (“the Company”) and its subsidiaries (collectively “the Group”). The financial statements are presented in Australian dollars ($). Astron Corporation Limited is a for-profit company limited by shares incorporated in Hong Kong whose shares are publicly traded through CHESS Depository Interests on the Australian Securities Exchange (“ASX”). 2. Summary of Significant Accounting Policies 2.1 Basis of Preparation The financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards and Interpretations (hereinafter collectively referred to as the (“HKFRS”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and the provisions of the Hong Kong Companies Ordinance which concern the preparation of financial statements. The financial statements have also been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value as explained in the accounting policies set out below. Going Concern As at 30 June 2020, the Group had a deficit of current assets over current liabilities of $7,675,705 (2019: $2,302,891) and the Group incurred net loss after tax and had net cash outflow from operating activities of $6,292,820 and $1,352,305 respectively for the current year and $1,912,962 and $6,725,317 respectively for the previous year. These conditions along with the other matters set out below indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. The consolidated financial statements have been prepared on the going concern basis, which assumes the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business. The directors are of the view that based on a cash flow forecast covering 18 months from the end of the reporting period with the consideration the plans and measures stated below, the business is a going concern as the short- term needs of the Group to meet its ongoing operating costs and committed project expenditure are forecast to be covered by the existing resources on hand for at least the next 12 months from the date of this report (the “forecast period”). The Group is confident it will have sufficient funds to meet its ongoing needs for at least the next twelve months from the date of this report based on the following:  The Group expects its operating mineral separation plant, situated in Yingkou, the PRC is able to reach its ideal capacity during the forecast period. Further the development of the agglomeration process should translate into additional higher value sales being derived. The Group projects the processing of feedstock will bring about substantial increase in sales and net cash inflow, as the quantity produced and sold are expected to be significantly higher than that achieved in the current year and a stable gross margin is expected to be maintained. The Group is also confident that it can transition sales of this product to its existing rutile customer (trading) base and expand its market share in the PRC market. 22 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.1 Basis of Preparation (continued)  The Group expects to receive the gross balance of the sale of land receivable of approximately $1.5 million (note 11.1) outstanding at 30 June 2020, in the next twelve months. Subsequent to year end, the Group received approximately $0.4 million of this balance.  The Senegal project has faced delays in proceeding to operational status. This has delayed the expected commencement of production. This delay could potentially have an impact on the Group’s obligations to a major customer (“Wensheng”) for the offtake of Senegal project. As explained in note 21(a), Wensheng placed a deposit of RMB20 million (approximately $4.1 million) to secure its position as the primary customer of the offtake. The Group has been in discussions with Wensheng regarding the late delivery of product, penalties thereon and any demand for repayment of the deposit and is confident such negotiations will not significantly affect the Group’s operating cash flows in the forecast period. As at 30 June 2020, the balance decreased to $3.9 million.  The Group is confident the PRC market for mineral sands and the trading of mineral sands will further develop with increasing demand over the forecast period.  The undertakings by two of the directors not to demand repayments due to them and their related entities of approximately $9.0 million until such time when the Group has available funds and is generating positive operating cash flows (refer note 29.6).  The Group has unused loan facilities of $1.4 million (refer to note 31.3) and is in negotiation with a PRC bank for a credit of approximately $6 million and are confident these discussions with be successful. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern. The following significant accounting policies have been adopted in the preparation and presentation of the financial statements. 2.2 Basis of Consolidation The Group financial statements consolidate those of the Parent Company and all of its subsidiaries as of 30 June 2020. The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. 23 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.3 Foreign Currency Translation The functional and presentation currency of the Company and its Australian subsidiaries is Australian dollars (“$”). Foreign currency transactions are translated into the functional currency using the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the end of the reporting period. Foreign exchange gains and losses resulting from settling foreign currency transactions, as well as from restating foreign currency denominated monetary assets and liabilities, are recognised in profit or loss except when they are deferred in other comprehensive income as qualifying cash flow hedges or where they relate to differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when fair value was determined. The functional currency of the overseas subsidiaries is primarily Chinese Renminbi (“RMB”). The assets and liabilities of these overseas subsidiaries are translated into the presentation currency of the Company at the closing rate at the end of the reporting period and income and expenses are translated at the weighted average exchange rates for the year. All resulting exchange differences are recognised in other comprehensive income as a separate component of equity (foreign currency translation reserve). On disposal of a foreign entity, the cumulative exchange differences recognised in foreign currency translation reserves relating to that particular foreign operation are recognised in the profit and loss. 2.4 Revenue Recognition Revenue is recognised at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid. The following specific recognition criteria must also be met before revenue is recognised: Sale of goods Revenue from contracts with customers is recognised when control of goods or services is transferred to the customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services, excluding those amounts collected on behalf of third parties. Revenue excludes value added tax or other sales taxes and is after deduction of any trade discounts. Depending on the terms of the contract and the laws that apply to the contract, control of the goods or service may be transferred over time or at a point in time. Control of the goods or service is transferred over time if the Group’s performance: - - - provides all of the benefits received and consumed simultaneously by the customer; creates or enhances an asset that the customer controls as the Group performs; or does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date. If control of the goods or services transfers over time, revenue is recognised over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognised at a point in time when the customer obtains control of the goods or service. 24 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.4 Revenue Recognition (continued) Sale of goods (continued) When the contract contains a financing component which provides the customer a significant benefit of financing the transfer of goods or services to the customer for more than one year, revenue is measured at the present value of the amounts receivable, discounted using the discount rate that would be reflected in a separate financing transaction between the Group and the customer at contract inception. Where the contract contains a financing component which provides a significant financing benefit to the Group, revenue recognised under that contract includes the interest expense accreted on the contract liability under the effective interest method. For contracts where the period between the payment and the transfer of the promised goods or services is one year or less, the transaction price is not adjusted for the effects of a significant financing component, using the practical expedient in HKFRS 15. Revenue from sale of products is recognised when the relevant goods are delivered and the contract was pass to customer and transferred point in time. There is only one performance obligation. Interest income Revenue is recognised as interest accrues using the effective interest method. The effective interest method uses the effective interest rate which is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial asset. Rental income Rental income is accounted for on a straight-line basis over the lease term. Contingent rentals are recognised as income in the periods when they are earned. 25 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.5 Income Tax The income tax expense for the year is the tax payable on the current year's taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax base 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 all temporary differences, between carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases, at the tax rates expected to apply when the assets are recovered or liabilities settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. Exceptions are made for certain temporary differences arising on initial recognition of an asset or a liability 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. Deferred tax assets are only recognised for deductible temporary differences and unused tax losses if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries, associates and interests in joint ventures where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Astron Limited, the wholly owned subsidiary of Astron Corporation Limited, and the Australian subsidiaries wholly owned by Astron Limited have implemented the tax consolidation legislation for the whole of the financial year. Astron Limited is the head entity in the tax consolidated group. The stand-alone taxpayer within a group approach has been used to allocate current income tax expense and deferred tax balances to wholly owned subsidiaries that form part of the tax consolidated group. Astron Limited has assumed all the current tax liabilities and the deferred tax assets arising from unused tax losses for the tax consolidated group via intercompany receivables and payables because a tax funding arrangement has been in place for the whole financial year. The amounts receivable/payable under tax funding arrangements are due upon notification by the head entity, which is issued soon after the end of each financial year. Interim funding notices may also be issued by the head entity to its wholly owned subsidiaries in order for the head entity to be able to pay tax installments. These amounts are recognised as current intercompany receivables or payables. To the extent that research and development costs are eligible activities under the “Research and development tax incentive” programme, a 45% refundable tax offset is available for companies with annual turnover of less than $20 million. The Group recognises refundable tax offsets received in the financial year as an income tax benefit, in profit or loss, resulting from the monetisation of available tax losses that otherwise would have been carried forward. 26 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.6 Financial Instruments (i) Financial assets A financial asset (unless it is a trade receivable without a significant financing component) is initially measured at fair value plus, for an item not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. All regular way purchases and sales of financial assets are recognised on the trade date, that is, the date that the Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the market place. Equity instruments On initial recognition of an equity investment that is not held for trading, the Group could irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an investment-by-investment basis. Equity investments at fair value through other comprehensive income are measured at fair value. Dividend income are recognised in profit or loss unless the dividend income clearly represents a recovery of part of the cost of the investments. Other net gains and losses are recognised in other comprehensive income and are not reclassified to profit or loss. All other equity instruments are classified as FVTPL, whereby changes in fair value, dividends and interest income are recognised in profit or loss. (ii) Impairment loss on financial assets The Group recognises loss allowances for expected credit loss (“ECL”) on trade receivables, other receivables, and other financial assets measured at amortised cost. The ECLs are measured on either of the following bases: (1) 12 months ECLs: these are the ECLs that result from possible default events within the 12 months after the reporting date: and (2) lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument. The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk. ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive. The shortfall is then discounted at an approximation to the assets’ original effective interest rate. For trade receivables, the Group applies the simplified approach and has calculated ECLs based on lifetime ECLs. The Group has established a provision matrix that is based on the Group’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. For other debt financial assets, the ECLs are based on the 12-months ECLs. However, when there has been a significant increase in credit risk since origination, the allowance will be based on the lifetime ECLs. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information analysis, based on the Group’s historical experience and informed credit assessment and including forward-looking information. 27 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.6 Financial Instruments (continued) (ii) Impairment loss on financial assets (continued) The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Group considers a financial asset to be credit-impaired when: (1) the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or (2) the financial asset is more than 90 days past due. Interest income on credit-impaired financial assets is calculated based on the amortised cost (i.e. the gross carrying amount less loss allowance) of the financial asset. For non credit-impaired financial assets interest income is calculated based on the gross carrying amount. (iii) Financial liabilities The Group classifies its financial liabilities, depending on the purpose for which the liabilities were incurred. Financial liabilities at fair value through profit or loss are initially measured at fair value and financial liabilities at amortised costs are initially measured at fair value, net of directly attributable costs incurred. Financial liabilities at amortised cost Financial liabilities at amortised cost including trade and other payables, borrowings, certain preference shares and the debt element of convertible loan note issued by the Group are subsequently measured at amortised cost, using the effective interest method. The related interest expense is recognised in profit or loss. Gains or losses are recognised in profit or loss when the liabilities are derecognised as well as through the amortisation process. (iv) Effective interest method The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of the financial asset or liability, or where appropriate, a shorter period. (v) Equity instruments Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. The Hong Kong Companies Ordinance, Cap. 622 (“the Ordinance”), came into operation on 3 March 2014. Under the Ordinance, shares of the Company do not have a nominal value. Consideration received or receivable for the issue of shares on or after 3 March 2014 is credited to share capital. Commissions and expenses are allowed to be deducted from share capital under s. 148 and s. 149 of the Ordinance. 28 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.6 Financial Instruments (continued) (vi) Derecognition The Group derecognises a financial asset when the contractual rights to the future cash flows in relation to the financial asset expire or when the financial asset has been transferred and the transfer meets the criteria for derecognition in accordance with HKFRS 9. Financial liabilities are derecognised when the obligation specified in the relevant contract is discharged, cancelled or expires. 2.7 Cash and Cash Equivalents For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents includes cash on hand and at banks, deposits held at call with financial institutions, other short term, highly liquid investments with maturities of three months or less, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts. For the purpose of the Consolidated Statement of Cash Flows, term deposits with maturity over three months are shown as cash flows from investing activities. 2.8 Inventories Inventories are stated at the lower of cost and net realisable value. Cost comprises all direct materials, direct labour and an appropriate portion of variable and fixed overheads. Fixed overheads are allocated on the basis of normal operating capacity. Costs are assigned to inventories using the weighted average cost basis. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated selling cost of completion and selling expenses. 29 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.9 Property, Plant and Equipment Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses. All other plant and equipment is stated at historical cost, including costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, less depreciation and any impairments. Freehold land is not depreciated. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. Depreciation on other assets is calculated on a straight-line basis over the estimated useful life of the asset as follows: Class of Asset Leasehold Buildings Freehold Land Plant and Equipment 50 years Indefinite 3-20 Years The assets' residual value and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Gains and losses on disposals are calculated as the difference between the net disposal proceeds and the asset's carrying amount and are included in profit or loss in the year that the item is de- recognised. The cost of fixed assets constructed within the Group includes the cost of materials, direct labour, borrowing costs (if any) and an appropriate proportion of fixed and variable overheads. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Additional costs incurred on impaired capital works in progress are expensed in profit or loss. 30 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.10 Leases Accounting policies applicable from 1 July 2019 All leases (irrespective of they are operating leases or finance leases) are required to be captialised in the statement of financial position as right-of-use assets and lease liabilities, but accounting policy choices exist for an entity to choose not to capitalise (i) leases which are short-term leases and/or (ii) leases for which the underlying asset is of low-value. The Group has elected not to recognise right-of-use assets and lease liabilities for which at the commencement date have a lease term of 12 months or less. The lease payments associated with those leases have been expensed on straight-line basis over the lease term. Right-of-use asset The right-of-use asset should be recognised at cost and would comprise: (i) the amount of the initial measurement of the lease liability; (ii) any lease payments made at or before the commencement date, less any lease incentives received; (iii) any initial direct costs incurred by the lessee and (iv) an estimate of costs to be incurred by the lessee in dismantling and moving the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories. Except for right-of-use asset that meets the definition of an investment property or a class of property, plant and equipment to which the Group applies the revaluation model, the Group measures the right-of-use assets applying the cost model. Under the cost model, the Group measures the right-of-use assets at cost, less any accumulated depreciation and any impairment losses, and adjusted for any remeasurement of lease liability. Lease assets are depreciated on a straight-line basis over their expected useful lives on the same basis as owned assets, or where shorter, the term of the relevant lease. The following payments for the right-of-use the underlying asset during the lease term that are not paid at the commencement date of the lease are considered to be lease payments: (i) fixed payments less any lease incentives receivable; (ii) variable lease payments that depend on an index or a rate, initially measured using the index or rate as the commencement date; (iii) amounts expected to be payable by the lessee under residual value guarantees; (iv) the exercise price of a purchase option if the lessee is reasonably certain to exercise that option and (v) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. Accounting policies applied until 30 June 2019 Leases where the lessor retains substantially all the risks and rewards of ownership of the net asset are classified as operating leases. Payments made under operating leases (net of incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease. 2.11 Land Use Rights Accounting policies applied until 30 June 2019 The upfront prepayments made for land use rights are expensed in profit or loss on a straight-line basis over the period of the lease or, when there is impairment, it is expensed immediately. Leasehold land previously accounted for as land use rights are accounted for as right-of-use assets from 1 July 2019 onwards, as explained in note 2.22(i)(a)(i) and 2.10 above. 31 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.12 Intangibles Research and development costs Research costs are expensed as incurred. Development costs incurred on an individual project is capitalised if the product or service is technically feasible, adequate resources are available to complete the project, it is probable that future economic benefits will be generated and expenditure attributable to the project can be measured reliably. Expenditure capitalised comprises costs of services and direct labour. Other development costs are expensed when they are incurred. The carrying value of development costs is reviewed annually when the asset is not yet available for use, or when events or circumstances indicate that the carrying value may be impaired. Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed. The amortisation expense is recognised in profit or loss. Exploration and Evaluation Expenditure (i) Costs carried forward Costs arising from exploration and evaluation activities are carried forward provided that the rights to tenure of the area of interest are current and such costs are expected to be recouped through successful development, or by sale, or where exploration and evaluation activities have not, at reporting date, reached a stage to allow a reasonable assessment regarding the existence of economically recoverable reserves. Expenditure incurred is accumulated in respect of each identifiable area of interest. Water rights The Group has capitalised water rights. The water rights are amortised over the term of the right. The carrying value of water rights is reviewed annually or when events or circumstances indicate that the carrying value may be impaired. (ii) Costs abandoned area Costs carried forward in respect of an area of interest that is abandoned are written off in the year in which the decision to abandon is made. (iii) Regular review 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. (iv) Costs of site restoration Costs of site restoration are to be provided once an obligation presents. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with clauses of the mining permits. Such costs will be determined using estimates of future costs, current legal requirements and technology on a discounted basis. 32 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.13 Impairment of Assets At the end of each reporting period, the Group assesses whether there is any indication that individual assets are impaired. Where impairment indicators exist, recoverable amount is determined and impairment losses are recognised in the profit and loss where the asset's carrying value exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purpose of assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where it is not possible to estimate recoverable amount for an individual asset, recoverable amount is determined for the cash generating unit to which the asset belongs. 2.14 Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. 2.15 Provisions Provisions for legal claims, service warranties and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that that an outflow of economic resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses. Where the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pretax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. 2.16 Employee Benefit Provisions Wages and salaries, annual leave and sick leave Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the end of the reporting period are recognised in respect of employees' services rendered up to the end of the reporting period and measured at amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when leave is taken and measured at the actual rates paid or payable. Liabilities for wages and salaries and annual leave are included as part of “Other Payables”. Bonus plan The Group recognises an expense and a liability for bonuses when the entity is contractually obliged to make such payments or where there is past practice that has created a constructive obligation. Retirement benefit obligations The Group contributes to employee superannuation funds in accordance with its statutory obligations. Contributions are recognised as expenses as they become payable. 33 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.17 Share Based Payments The Group may provide benefits to employees (including Directors) of the Group in the form of share- based payment transactions, whereby employees render services in exchange for shares ("equity settled transactions"). Such equity settled transactions are at the discretion of the Remuneration Committee. To date, no such equity settled transactions have been undertaken. The fair value of options or rights granted is recognised as an employee benefit expense with a corresponding increase in equity (share-based payment reserve). The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options. Fair value is determined using a Black-Scholes option pricing model. In determining fair value, no account is taken of any performance conditions other than those related to the share price of Astron Corporation Limited ("market conditions"). The cumulative expense recognised between grant date and vesting date is adjusted to reflect the Directors’ best estimate of the number of options or rights that will ultimately vest because of internal conditions of the options or rights, such as the employees having to remain with the Group until vesting date, or such that employees are required to meet internal KPI. No expense is recognised for options or rights that do not ultimately vest because internal conditions were not met. An expense is still recognised for options or rights that do not ultimately vest because a market condition was not met. Where the terms of options or rights are modified, the expense continues to be recognised from grant date to vesting date as if the terms had never been changed. In addition, at the date of the modification, a further expense is recognised for any increase in fair value of the transaction as a result of the change. Where options are cancelled, they are treated as if vesting occurred on cancellation and any unrecognised expenses are taken immediately to profit or loss. However, if new options are substituted for the cancelled options or rights and designated as a replacement on grant date, the combined impact of the cancellation and replacement are treated as if they were a modification. When shareholders’ approval is required for the issuance of options or rights, the expenses are recognised based on the grant-date fair value according to the management estimation. This estimate is re-assessed upon obtaining formal approval from shareholders. 2.18 Dividends/Return of Capital No dividends were paid or proposed for the years ended 30 June 2020 and 30 June 2019. There is no Dividend Reinvestment Plan in operation. 2.19 Segment Reporting Segment revenues, expenses, assets and liabilities are those that are directly attributable to a segment and the relevant portion that can be allocated to the segment on a reasonable basis. Segment assets include all assets used by a segment and consist primarily of operating cash, receivables, inventories, property, plant and equipment and other intangible assets. Segment liabilities consist primarily of trade and other creditors, employee benefits and provisions. 34 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.20 Earnings Per Share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares during the year. Diluted earnings per share Earnings used to calculate diluted earnings per share are calculated by adjusting the basic earnings by the after tax effect of dividends and interest associated with dilutive potential ordinary shares. The weighted average number of shares used is adjusted for the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. 2.21 Goods and Services Tax (“GST”)/Value Added Tax (“VAT”) Revenues, expenses are recognised net of GST/VAT except where GST/VAT incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST/VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item. Receivables and payables are stated with the amount of GST/VAT included. The net amount of GST/VAT recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated statement of financial position. Commitments and contingencies are disclosed net of the amount of GST/VAT recoverable from, or payable to, the taxation authority. 35 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.22 Adoption of HKFRS (i) Adoption of new or revised HKFRSs - effective on 1 July 2019 The HKICPA has issued a number of new or amended HKFRSs that are first effective for the current accounting period of the Group:  HKFRS 16, Leases  HK(IFRIC)-Int 23, Uncertainty over Income Tax Treatments  Prepayment Features and Negative Compensation  Annual Improvements to HKFRSs 2015-2017 Cycle, Amendments to HKAS 12 Income Taxes and HKAS 23 Borrowing Costs The impact of adoption of HKFRS 16 Leases have been summarised below. The other new or amend HKFRSs that are effective from 1 July 2019 did not have any material impact on the Group accounting policies. (a) HKFRS 16 Leases (“HKFRS 16”) HKFRS 16 brings significant changes in accounting treatment for lease accounting, primarily for accounting for lessees. It replaces HKAS 17 Leases (“HKAS 17”), HK(IFRIC)- Int 4 Determining whether an Arrangement contains a Lease, HK(SIC)-Int 15 Operating Leases- Incentives and HK(SIC)-Int 27 Evaluating the Substance of Transactions involving the Legal Form of a Lease. From a lessee’s perspective, almost all leases are recognised in the statement of financial position as right-of-use assets and lease liabilities, with the narrow exception to this principle for leases which the underlying assets are of low-value or are determined as short-term leases. From a lessor’s perspective, the accounting treatment is substantially unchanged from HKAS 17. The Group has applied HKFRS 16 using the cumulative effect approach and recognised all the cumulative effect of initially applying HKFRS 16, if any, as an adjustment to the opening balance of retained earnings at the date of initial application. The comparative information presented in 2019 has not been restated and continues to be reported under HKAS 17 and related interpretations as allowed by the transition provision in HKFRS 16. 36 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.22 Adoption of HKFRS (continued) (i) Adoption of new or revised HKFRSs - effective on 1 July 2019 (continued) (a) HKFRS 16 (continued) (i) The new definition of a lease Under HKFRS 16, a lease is defined as a contract, or part of a contract, that conveys the right to use an assets (the underlying asset) for a period of time in exchange for consideration. A contract conveys the right to control the use of an identified asset for a period of time when the customer, throughout the period of use, has both: (a) the right to obtain substantially all of the economic benefits from use of the identified asset and (b) the right to direct the use of the identified asset. For a contract that contains a lease component and one or more additional lease or non-lease components, a lessee shall allocate the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components, unless the lessee apply the practical expedient which allows the lessee to elect, by class of underlying asset, not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component. (ii) Accounting as a lessee and transitional impact Under HKAS 17, a lessee has to classify a lease as an operating lease or a finance lease based on the extent to which risks and rewards incidental to ownership of a lease asset lie with the lessor or the lessee. If a lease is determined as an operating lease, the lessee would recognise the lease payments under the operating lease as an expense over the lease term. The asset under the lease would not be recognised in the statement of financial position of the lessee. Under HKFRS 16, all leases (irrespective of they are operating leases or finance leases) are required to be capitalised in the statement of financial position as right- of-use assets and lease liabilities, but HKFRS 16 provides accounting policy choices for an entity to choose not to capitalise (i) leases which are short-term leases and/or (ii) leases for which the underlying asset is of low-value. To ease the transition to HKFRS 16, the Group has elected not to recognise right-of- use assets and lease liabilities for low-value assets. The Group has leases for which at the commencement date have a lease term less than 12 months. The lease payments associated with those leases have been expensed on straight-line basis over the lease term. There was no impact on retained earnings on 1 July 2019. 37 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.22 Adoption of HKFRS (continued) (i) Adoption of new or revised HKFRSs - effective on 1 July 2019 (continued) (a) HKFRS 16 (continued) (ii) Accounting as a lessee and transitional impact (continued) Right-of-use asset The right-of-use asset should be recognised at cost and would comprise: (i) the amount of the initial measurement of the lease liability (see below for the accounting policy to account for lease liability); (ii) any lease payments made at or before the commencement date, less any lease incentives received; (iii) any initial direct costs incurred by the lessee and (iv) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories. The Group measures the right-of-use assets applying a cost model. Under the cost model, the Group measures the right-to-use at cost, less any accumulated depreciation and any impairment losses, and adjusted for any remeasurement of lease liability. Upon the adoption of HKFRS 16 on 1 July 2019, the land use rights with net carrying amount of $3,090,641 were reclassified from “Land use rights” to “Right-of-use assets” (refer to note 2.11). There was no impact on retained earnings on 1 July 2019. Lease liability The lease liability should be recognised at the present value of the lease payments that are not paid at the date of commencement of the lease. The lease payments shall be discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group shall use the Group’s incremental borrowing rate. The following payments for the right-to-use the underlying asset during the lease term that are not paid at the commencement date of the lease are considered to be lease payments: (i) fixed payments less any lease incentives receivable: (ii) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at commencement date; (iii) amounts expected to be payable by the lessee under residual value guarantees; (iv) the exercise price of a purchase option if the lessee is reasonably certain to exercise that option and (v) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. Subsequent to the commencement date, a lessee shall measure the lease liability by: (i) increasing the carrying amount to reflect interest on the lease liability; (ii) reducing the carrying amount to reflect the lease payments made; and (iii) remeasuring the carrying amount to reflect any reassessment or lease modifications, e.g., a change in future lease payments arising from change in an index or rate, a change in the lease term, a change in the in substance fixed lease payments or a change in assessment to purchase the underlying asset. 38 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.22 Adoption of HKFRS (continued) (i) Adoption of new or revised HKFRSs - effective on 1 July 2019 (continued) (a) HKFRS 16 (continued) (iii) Accounting as a lessor The Group has leased out its land to a number of tenants. As the accounting under HKFRS 16 for a lessor is substantially unchanged from the requirements under HKAS 17, the adoption of HKFRS 16 in this respect does not have a significant impact on these financial statements. (b) HK(IFRIC)-Int 23 – Uncertainty over Income Tax Treatments The Interpretation supports the requirements of HKAS 12 Income Taxes, by providing guidance over how to reflect the effects of uncertainty in accounting for income taxes. Under the interpretation, the entity shall determine whether to consider each uncertain tax treatment separately or together based on which approach better predicts the resolution of the uncertainty. The entity shall also assume the tax authority will examine amounts that it has a right to examine and have full knowledge of all related information when making those examinations. If the entity determines it is probable that the tax authority will accept an uncertain tax treatment, then the entity should measure current and deferred tax in line with its tax filings. If the entity determines it is not probable, then the uncertainty in the determination of tax is reflected using either the “most likely amount” or the “expected value” approach, whichever better predicts the resolution of the uncertainty. (c) Amendments to HKFRS 9 - Prepayment Features with Negative Compensation The amendments clarify that prepayable financial assets with negative compensation can be measured at amortised cost or at fair value through other comprehensive income if specified conditions are met – instead of at fair value through profit or loss. 39 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.22 Adoption of HKFRS (continued) (i) Adoption of new or revised HKFRSs - effective on 1 July 2019 (continued) (d) Annual Improvements to HKFRSs 2015-2017 Cycle The amendments issued under the annual improvements process make small, non-urgent changes to standards where they are currently unclear. They include the following: Amendments to HKAS 12 Income Taxes The amendments issued under the annual improvements process make small, non-urgent changes to standards where they are currently unclear. They include amendments to HKAS 12 which clarify that all income tax consequences of dividends are recognised consistently with the transactions that generated the distributable profits, either in profit or loss, other comprehensive income or directly in equity. Amendments to HKAS 23 Borrowing Costs The amendments issued under the annual improvements process make small, non-urgent changes to standards where they are currently unclear. They include amendments to HKAS 23 which clarifies that a borrowing made specifically to obtain a qualifying asset which remains outstanding after the related qualifying asset is ready for its intended use or sale would become part of the funds an entity borrows generally and therefore included in the general pool. 40 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 2. Summary of Significant Accounting Policies (continued) 2.22 Adoption of HKFRS (continued) (ii) New or revised HKFRSs that have been issued but are not yet effective The following new or revised HKFRSs, potentially relevant to the Group’s financial statements, have been issued, but are not yet effective and have not been early adopted by the Group. The Group’s current intention is to apply these changes on the date they become effective. Amendments to HKFRS 3 Amendments to HKFRS 9, HKAS 39 and HKFRS 7 Amendments to HKFRS 10 and HKAS 28 Amendments to HKFRS 16 HKFRS 17 Annual Improvement to HKFRSs 2018-2020 Definition of a Business1 Interest Rate Benchmark Reform1 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture6 COVID-19-Related Rent Concessions2 Insurance Contracts3 Amendments to HKFRS 1, HKFRS 9, HKFRS 16 and HKFRS 414 Amendments to HKAS 1 and Definition of Material1 HKAS 8 Amendments to HKAS 1 Amendments to HKAS 16 Amendments to HKAS 37 Classification of Liabilities as Current or Non-curent5 Property, Plant and Equipment4 Provisions, Contingent Liabilities and Contingent Assets4 1 2 3 4 5 6 Effective for annual periods beginning on or after 1 January 2020 Effective for annual periods beginning on or after 1 June 2020 Effective for annual periods beginning on or after 1 January 2021 Effective for annual periods beginning on or after 1 January 2022 Effective for annual periods beginning on or after 1 January 2023 The amendments were originally intended to be effective for periods beginning on or after 1 January 2018. The effective date has now been deferred/removed. Early application of the amendments of the amendments continue to be permitted. The directors anticipate that all of the relevant pronouncements will be adopted in the Group’s accounting policy for the first period beginning after the effective date of the pronouncement. The directors are currently assessing the possible impact of these new or revised standards on the Group’s results and financial position in the first year of application. Those new or revised HKFRSs that have been issued but are not yet effective are unlikely to have material impact on the Group’s results and financial position upon application. 41 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 3. Critical Accounting Estimates and Judgments In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results differ from these estimates. The 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 if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. 3.1 Impairment assessment of intangible assets and property, plant and equipment (“PPE”) The Group assesses impairment at the end of each reporting period by evaluating conditions specific to the Group that may lead to impairment of intangible assets and PPE. Where an impairment trigger exists, the recoverable amount of the asset is determined. Fair value less costs to dispose calculations are performed in assessing recoverable amounts incorporate a number of key estimates and judgements. The Group has used a combination of independent and Director valuations to support the carrying value of intangible assets while the Group also uses bankable feasibility status reports where these are available. The Group’s main intangible assets are its exploration and evaluation assets related to the Donald Mineral Sands project located in Victoria, Australia and its development costs incurred on the Niafarang project in Senegal. The valuations use various assumptions to determine future cash flows based around risks including capital, geographical, markets, foreign exchange and mineral price fluctuations. All other assets have been assessed for impairment based on either their value in use or fair value less costs to sell. The impairment assessments inherently involve significant judgements and estimates to be made. Capitalisation of Exploration and Evaluation Assets The Group has continued to capitalise expenditure, incurred on the exploration and evaluation of the Donald Mineral Sands project in Victoria, Australia in accordance with HKFRS 6. This has occurred because the technical feasibility and economic viability of extracting the mineral resources have not been completed and hence are not demonstrable at this time. The Group has assessed that the balances capitalised will be recoverable through the project’s successful development. Capitalisation of Development Assets The Group has continued to capitalise expenditure, in accordance with HKAS 38, incurred on the development of the Niafarang Mineral Sands project in Senegal. The Group has assessed that the balances capitalised will be recoverable through the project’s successful development. 42 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 3. Critical Accounting Estimates and Judgments (continued) 3.2 Provision for Expected Credit Losses of Receivables The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into account the recent sales experience, the aging of receivables, historical collection rates and specific knowledge of the individual debtors’ financial position. The Group has an outstanding receivable for the disposal of surplus land in China from 2015, further details of which are set out in note 11.1. During the year, the Group made significant progress with $1.5 million due at year end (2019: $3.0 million) and subsequent settlement of $0.4 million was received in July 2020. The Group is confident the balance will be settled within the next twelve months. 3.3 Income Tax The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax. There are transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The group recognises tax receivables and liabilities based on the Group’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. 3.4 Deferred Tax Assets Deferred tax assets have not been recognised for capital losses and China revenue losses as the utilisation of these losses is not considered probable at this stage. 3.5 Inventories Management estimates the net realisable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realisation of these inventories may be affected by future technology or other market-driven changes that may reduce future selling prices. 4. Segment Information 4.1 Description of Segments The Group has adopted HKAS 8 Operating Segments from whereby segment information is presented using a 'management approach', i.e. segment information is provided on the same basis as information used for internal reporting purposes by the Managing Director/President (chief operating decision maker) who monitors the segment performance based on the net profit before tax for the period. Operating segments have been determined on the basis of reports reviewed by the Managing Director/President who is considered to be the chief operating decision maker of the Group. The reportable segments are as follows:  Donald Mineral Sands (“DMS”): Development of the DMS mine  China: Development and construction of mineral processing plant and mineral trading  Senegal: Development of the Niafarang mine  Other: Group treasury and head office activities 43 8 9 1 , 7 7 9 , 7 9 3 0 , 0 3 4 , 8 5 2 6 , 5 1 5 2 2 , 7 1 2 9 5 1 , 2 6 4 2 , 4 4 3 8 4 0 , 0 1 2 , 8 4 4 4 , 6 7 7 , 8 - 6 - 6 - 5 8 4 1 1 7 , 1 2 6 9 1 , 2 2 ) 2 1 9 , 1 7 2 , 2 ( ) 3 0 7 , 4 0 2 , 6 ( ) 9 3 2 , 6 3 7 ( ) 0 1 8 , 7 2 4 , 1 ( - - - - - - - - - - 8 9 1 , 7 7 9 7 , 9 3 0 , 0 3 4 8 , - - s r e m o t s u c l a n r e t x e 6 5 3 , 3 1 2 2 0 , 9 6 9 2 4 1 , 3 5 0 4 2 1 , 3 6 2 2 , 5 4 2 3 0 2 8 4 1 , 2 8 4 8 9 1 , 6 7 5 , 9 5 0 8 , 1 2 5 , 5 5 5 8 , 6 6 4 0 5 1 , 7 2 7 8 9 1 , , ) 6 3 7 1 2 5 1 ( , , ) 1 1 8 7 5 7 4 ( , ) 7 3 9 , 3 1 ( ) 2 8 0 , 9 1 ( : s e c r u o s r e h t o m o r f e u n e v e R e m o c n I r e h t o d n a t n e R e m o c n i t s e r e t n I s t e s s a e b g n a t n I i l e u n e v e r l a t o T t l u s e r t n e m g e S s s o l t n e m g e S , E P P f o n o i t i i s u q c A 4 4 7 3 9 , 5 7 7 , 7 8 9 3 , 4 5 9 , 3 1 3 4 , 3 4 8 5 2 6 , 1 4 6 , 1 - - - - 5 9 6 , 5 3 2 , 1 8 3 8 6 5 2 , 0 6 9 , 3 9 2 4 , 1 3 6 , 3 9 2 1 , 2 8 2 , 6 4 2 2 , 9 2 9 , 3 0 4 , 2 t n e m g e s t n e r r u c - n o n r e h t o d n a s t e s s a - - 1 4 3 7 3 8 , 7 3 8 , 9 3 6 1 , 0 9 0 6 , 8 8 7 1 , n o i t a s i t r o m a d n a n o i t a i c e r p e D h t i w s t c a r t n o c m o r f e u n e v e R : s t c u d o r p l a r e n m i f o e l a S $ $ $ $ $ $ $ $ $ $ d e t a d i l o s n o C r e h t O l a g e n e S i a n h C S M D 9 1 - n u J 0 2 - n u J 9 1 - n u J 0 2 - n u J 9 1 - n u J 0 2 - n u J 9 1 - n u J 0 2 - n u J 9 1 - n u J 0 2 - n u J e n u J 0 3 i t n e d s e r P / i r o t c e r i D g n g a n a M e h t o t d e d i v o r p n o i t a m r o f n i t n e m g e S 2 . 4 ) d e u n i t n o c ( n o i t a m r o f n I t n e m g e S . 4 0 2 0 2 e n u J 0 3 d e d n E r a e Y e h T r o F d e t i i m L n o i t a r o p r o C n o r t s A 3 5 5 4 2 9 4 5 1 N B R A s t n e m e t a t S i l a i c n a n F d e t a d i l o s n o C e h t o t s e t o N 5 4 d e t a d i l o s n o C r e h t O l a g e n e S i a n h C S M D 9 1 - n u J 0 2 - n u J 9 1 - n u J 0 2 - n u J 9 1 - n u J 0 2 - n u J 9 1 - n u J 0 2 - n u J 9 1 - n u J 0 2 - n u J $ $ $ $ $ $ $ $ $ $ e n u J 0 3 6 4 1 , 3 3 1 , 7 1 7 6 , 7 1 9 , 0 1 1 1 6 , 9 2 2 , 5 8 9 1 , 1 4 9 , 5 7 8 1 , 7 4 2 , 7 2 5 1 7 , 0 0 0 , 6 3 8 6 1 , 1 2 5 , 7 2 1 9 9 9 , 5 2 7 , 9 2 1 8 6 1 , 1 2 5 , 7 2 1 9 9 9 , 5 2 7 , 9 2 1 9 1 0 , 3 1 3 6 5 5 , 8 4 3 , 4 8 9 4 , 1 0 9 , 8 2 5 0 , 6 6 1 , 9 0 1 8 , 6 8 6 , 4 4 3 0 0 , 0 5 9 , 0 4 1 4 8 , 9 1 6 , 3 7 8 8 3 , 1 6 2 , 5 7 0 3 4 , 4 8 8 , 4 1 6 4 8 , 1 4 1 , 9 1 2 1 8 , 0 8 9 , 2 8 7 1 , 3 1 5 , 3 6 0 6 , 5 5 8 5 6 8 , 8 6 9 7 2 4 , 6 5 0 , 0 1 6 5 1 , 6 3 3 , 4 1 5 8 5 , 1 9 9 7 4 6 , 3 2 3 s t e s s a l a t o t d e t a d i l o s n o C s t e s s a t n e m g e S s t e s s A s e i t i l i b a i l l a t o t d e t a d i l o s n o C s e i t i l i b a i l t n e m g e S s e i t i l i b a i L i s g n w o r r o B s e i t i l i b a i l x a t d e r r e e D f ) d e u n i t n o c ( i t n e d s e r P / i r o t c e r i D g n g a n a M e h t o t d e d i v o r p n o i t a m r o f n i t n e m g e S 2 . 4 ) d e u n i t n o c ( n o i t a m r o f n I t n e m g e S . 4 0 2 0 2 e n u J 0 3 d e d n E r a e Y e h T r o F d e t i i m L n o i t a r o p r o C n o r t s A 3 5 5 4 2 9 4 5 1 N B R A s t n e m e t a t S i l a i c n a n F d e t a d i l o s n o C e h t o t s e t o N Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 4. Segment Information (continued) 4.3 Geographical Information Although the Group is managed globally, it operates in the following main geographical areas: Hong Kong The Company was incorporated in Hong Kong. Australia The home country of Astron Limited and one of the operating subsidiaries which performs evaluation and exploration activities. Interest and rental income is derived from Australian sources. China The home country of subsidiaries which operate in the mineral trading and downstream development segment. Other The Group is focused on developing mineral sands opportunities, principally in Senegal with a view to integrating into the Chinese operations. Sales revenue Interest income Non-current assets Australia China 2020 $ - 2019 $ - 8,430,039 7,977,198 Other countries - - 8,430,039 7,977,198 2020 $ 245 1,429 485 2,159 2019 $ 2,263 13,356 2020 $ 75,466,807 23,011,947 6 9,655,941 2019 $ 73,434,318 25,905,061 9,253,360 15,625 108,134,695 108,592,739 During 2020, $5,627,444 or 67% (2019: $6,160,787 or 77%) of the revenue depended on five (2019: six) customers. 5. Revenue and Other Income Revenue from contracts with customers within the scope of HKFRS 15 Timing of revenue recognition – at a point in time - sale of goods 8,430,039 7,977,198 2020 $ 2019 $ 46 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 5. Revenue and Other Income – Continued Interest income Other income: - rental income - other income Total other income 6. Loss Before Income Tax Expense Loss before income tax expense is arrived at after charging/crediting: 6.1 Employee benefits (including directors’ remuneration): Salaries and fees Non-cash benefits Superannuation 6.2 Other items Finance costs: - on borrowings and early redemption of note receivables - on Wensheng deposits (note 21(a)) Short-term lease charges in respect of premises Research and development costs Depreciation and amortisation Less: capitalisation of water rights amortisation (note 17(f)) Costs associated with Gambia litigation (note 13) Reversal of provision for impairment on receivables (note 11) 2020 $ 2019 $ 2,159 15,625 174,482 169,764 344,246 148,203 69,022 217,225 2020 $ 677,573 182,333 42,105 902,011 2019 $ 558,368 159,107 53,529 771,004 2020 $ 2019 $ 629,216 1,022,335 1,651,551 48,479 783,206 2,234,886 (593,261) 1,641,625 136,006 (469,657) 229,207 1,046,003 1,275,210 87,586 544,151 1,733,321 (889,890) 843,431 65,625 (411,395) 47 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 7. Income Tax (Expense)/Benefit 7.1 The components of tax (expense)/benefit comprise: Current tax benefit in respect of current year Deferred taxation: - Unrealised inventory - Loss recognised/(carried forwards) for the year - Capitalisation of expenditure on DMS project (net) - Other movements Total 2020 $ 623,470 (711,587) (1,026,798) 210,949 42,547 61,715 2019 $ 415,143 (56,193) 2,861,553 (2,584,445) (385,747) 52,446 (88,117) 358,950 7.2 The prima facie tax on loss before income tax is reconciled to the income tax as follows: 2020 $ 2019 $ Loss before income tax expense (6,204,703) (2,271,912) Prima facie tax payable on profit 27.5% (2019: 27.5%) - continuing operations Add/(Less) tax effect of: non-deductible items - Gambia non-taxable items tax losses not recognised on overseas entities research & development tax incentive * (under)/over provision in respect of prior years impact of overseas tax differential - - - - - - Income tax expense/(benefit) (1,706,293) (1,706,293) 37,402 (149,411) 2,534,088 (623,470) - (4,199) 88,117 (624,776) (624,776) 18,047 (251,491) 912,639 (415,143) 13,514 (11,740) (358,950) The applicable weighted average effective tax rates are as follows: 1.4% 15.8% * Tax benefit relates to Australian Government Grant in relation to research & development tax incentives on eligible expenditure related to the DMS project. 48 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 7. Income Tax (Expense)/Benefit (continued) 7.3 Income tax rates Australia In accordance with the Australian Income Tax Act, Astron Limited and its 100% owned Australian subsidiaries have formed a tax consolidated group, tax funding or sharing agreements have been entered into. Australia has a double tax agreement with China and there are currently no impediments to repatriating profits from China to Australia. Dividends paid to Astron Limited from Chinese subsidiaries are non-assessable under current Australian Income Tax Legislation. China (including Hong Kong) The Company is subject to Hong Kong tax law. The Group’s subsidiaries in China and are subject to Chinese income tax laws. Chinese taxation obligations have been fully complied based on the regular tax audits performed by the Chinese tax authorities. 7.4 Items not chargeable or not deductible for tax purposes Items not chargeable or deductible for tax purposes for the Group principally represent costs associated with the Gambian litigation and other costs incurred but not related to Australian operations. 49 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 8. Loss Per Share 8.1 Reconciliation of loss used in the calculation of loss per share: Loss attributable to owners Loss used to calculate basic and diluted loss per share 8.2 Weighted average number of ordinary shares: Weighted average number of ordinary shares outstanding during the year for the purpose of basic and diluted loss per share 8.3 Dilutive shares 2020 $ (6,292,820) (6,292,820) 2019 $ (1,912,962) (1,912,962) 2020 $ 2019 $ 122,479,784 122,479,784 There were no shares issued under escrow at or post year end. There were no rights or options for shares outstanding at year-end. 9. Auditors' Remuneration Audit and review of financial statements BDO Limited Other services - taxation services 10. Cash and Cash Equivalents Cash on hand Current & call account balances Total 2020 $ 2019 $ 197,877 197,877 162,160 162,160 - - 8,178 8,178 2020 $ 41,798 513,706 555,504 2019 $ 10,222 1,677,327 1,687,549 Cash on hand is non-interest bearing. Bank balances and short-term deposits at call bear floating interest rates between 0.0% and 0.01% (2019: 0.0% and 0.75%). Deposits have an average maturity of 90 days (2019: 90 days). 50 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 10. Cash and Cash Equivalents (continued) 10.1 Concentration of risk by geography – cash and cash equivalents Australia China Hong Kong USA Senegal Total 10.2 Concentration of risk by bank Australia Commonwealth Bank - S&P rating of AA- (2019: AA-) Westpac Bank - S&P rating of AA- (2019: AA-) Bank of China - S&P rating of A (2019: A) Other Australian banks China Bank of China - S&P rating of A1 (2019: A1) Construction Bank - S&P rating of A (2019: A) China Zheshang Bank - BA1 (2019: BA1) Shengjing Bank - unrated Other banks Other countries Other banks Restrictions on cash 2020 $ 237,194 260,153 2,250 27,813 28,094 555,504 2019 $ 129,141 1,351,736 2,243 27,262 177,167 1,687,549 2020 $ 2019 $ 187,105 1,646 12,050 36,279 237,080 10,861 122 206,141 1,330 14 218,468 58,158 58,158 87,174 1,646 12,029 28,280 129,129 936,501 3,207 398,757 2,255 806 1,341,526 206,672 206,672 The Chinese domiciled cash on hand may have some restriction on repatriation to Australia depending on basis on which the funds are transferred to Australia. Depending on the basis, there may be taxes (including withholding tax) of 13% (2019: 16%) to be paid. As at 30 June 2020, Australian domiciled cash at banks included $45,000 (2019: $45,000) of cash backed by Bank Guarantee for the operations of the Donald Mineral Sands project. As at 30 June 2019, the Chinese domiciled cash at banks included $31,673 of cash restricted by bank as security for certain note payables and letters of credit. 51 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 10. Cash and Cash Equivalents (continued) 10.3 Term deposits greater than 90 days Term deposits with maturity over 90 days 2020 $ 46,112 2019 $ 46,112 As at 30 June 2020, term deposits with maturity over 90 days of $46,112 (2019: $46,112) bear fixed interest rates of 0.9% (2019: 0.9%) and have a maturity of 3-6 months. Restrictions on cash The short-term deposits include $45,000 (2019: $45,000) of cash backed by Bank Guarantees for the operations of the Donald Mineral Sands project. 10.4 Concentration of risk by geography – term deposits Australia 10.5 Concentration of risk by bank – term deposits Australia Commonwealth Bank-S&P rating of AA- (2019: AA-) Other 2020 $ 46,112 2019 $ 46,112 2020 $ 35,000 11,112 46,112 2019 $ 35,000 11,112 46,112 52 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 11. Trade and Other Receivables Current assets: Trade debtors Impairments Net trade debtors Land sale receivable Impairments Net land sale receivables Sundry receivable Prepayments Impairments Net prepayments Non-current assets: Land sale receivable Impairments Total 11.1 Land sale receivable Note 11.2 11.3 11.1 11.4 11.4 11.1 2020 $ 2019 $ 2,727,932 (113,460) 2,614,472 1,495,660 (65,062) 1,430,598 545,760 6,818,551 (370,355) 6,448,196 11,039,026 3,961,058 (377,519) 3,583,539 622,873 - 622,873 438,688 5,549,189 (373,724) 5,175,465 9,820,565 - - - 2,339,758 (262,595) 2,077,163 11,039,026 11,897,728 During the year ended 30 June 2014, the Group entered into an agreement to transfer 1,065,384 sqm of land held in Yingkou Province in China to a state-owned entity. As the under-development of this land resulted from a change of government development plans and restructure, this land transfer has been subsidised by the Chinese Government. Final contracts over the land sale have been exchanged and the disposal was brought to account in the year ended 30 June 2015. The net proceeds receivable amounted to $20,356,248. The land contract is unconditional, and payment is binding on the buyer being the Yingkou Government and its related entities, but the payments expected have been delayed. During the year ended 30 June 2020, there were receipts of $1,483,981 (2019: $3,688,765) with a gross balance receivable of $1,495,660 (2019: $2,962,631). While the receivable is currently outside the terms initially agreed, the Group is confident all of the amounts outstanding will be received. In July 2020, a further $399,175 was received. As at 30 June 2020 the total amount outstanding before ECL provision was $1,495,660 (2019: $2,962,631). The directors continue to believe this remaining balance will be recovered in full as it is owed by a Chinese government entity but estimate it will now be settled in 2020/21. The provision has accordingly been determined on that basis. During the year ended 30 June 2020, the Group received payment of $1,483,981 and therefore reversal of expected credit loss of $201,090 was recognised for the year ended 30 June 2020 (2019: $308,895). As at 30 June 2020, the impairment provision for land sale receivable is $65,062 (2019: $262,595). 53 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 11. Trade and Other Receivables (continued) 11.2 Ageing analysis The ageing analysis of trade debtors, based on due dates, is as follows: 0-30 days (not past due) Total 2020 $ 2,614,472 2,614,472 2019 $ 3,583,539 3,583,539 At the end of the reporting period, the Group’s trade debtors are predominantly receivable from Chinese trading partners. The Chinese debtors are regularly reviewed and as is common practice in China the terms may be extended to preserve client relationships. Where applicable the Group has impaired significantly overdue receivables. It is the Group’s policy that where possible that sales are made in exchange for notes (guaranteed by a Chinese bank) minimising the Group’s exposure to an impairment issue. 11.3 Impairment on trade debtors and other receivables At year end, the Group has reviewed its trade debtors and brought to account impairment where required. During the year ended 30 June 2020, reversals of expected credit loss of $268,567 (2019: $102,500) and $201,090 (2019: $308,895) on trade debtors and land sale receivable respectively was recognised for the year ended 30 June 2020. As at 30 June 2020, the impairment provision for trade debtors and other receivables is $178,522 (2019: $640,114). 11.4 Prepayments At year end, the Group had made advances to suppliers for inventory purchases. Included in prepayments is an amount of RMB1,800,000 carried forward from 2008, equivalent to $370,355 (2019: $373,724) which is the prepayment for construction. This amount has been fully impaired due to low possibility of collection. 12. Inventories Raw materials Work-in-progress Finished goods Goods in transit Total 2020 $ 3,308,399 2019 $ 6,881,973 107,213 108,168 6,321,450 193,278 9,930,340 351,843 6,853 7,348,837 There is no provision against inventory to net realisable value as of 30 June 2020 and 2019. 54 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 13. Investments in Gambia Carnegie Minerals (Gambia) Limited is a 100% subsidiary of the Company. It was incorporated to commence mining activities in Gambia. The investments and receivables associated with the company have been impaired in full. The original agreement prior to the seizure of the assets was that Astron Limited had an obligation to fund the development and operating costs of the mine by way of loans. As announced to the ASX on 23 July 2015, the Group has received a successful finding in its favour. The Group and the Gambian government made submissions on damages to the International Centre for Settlement of Investment Disputes (“ICSID”). ICSID has determined the award including damages in favour of Astron. The determination was for US$18,658,358 in damages for breach of the mining licence, interest of US$993,683, arbitration costs of US$445,860 (minus any sums refunded to Astron by ICSID on its final accounting) and £2,250,000 for legal costs. In total this is approximately $31 million. On 2 December 2015, the Group notified the ASX that Gambia had submitted an application for annulment to ICSID, on the grounds of the constitution of the arbitral tribunal, and arguments about admissibility and jurisdiction. An application for annulment is the only form of action open to Gambia under the ICSID rules, as there is no form of appeal process. The ICSID panel of 3 arbitrators has confirmed that the Award should not be annulled in whole or in part in July 2020. The Group has been ordered to meet one half of the cost of the Committee being US$221,992 payable to Gambia and shall be offset against sums due under the Award. As of 30 June 2020, no assets arising from this matter were recognised. When the Group receives a settlement, an additional contingent legal fee of £171,000 (equivalent to approximately $307,000) is payable to Clyde & Co. During the year the Group incurred additional legal and other related expenses to the Gambian proceedings in the amounts of $136,006 (2019: $65,625). 14. Financial Assets At Fair Value Through Profit Or Loss Equity securities - Listed in Australia Total financial assets at fair value through profit or loss 2020 $ 20,322 20,322 2019 $ 25,366 25,366 Financial assets at fair value through profit or loss represent listed equity investments in Australia. These financial assets comprise investments in the ordinary issued capital of three public companies listed on the ASX. The cost of these investments was $1,877,716. There are no fixed returns or fixed maturity date attached to these investments. There will be no capital gains tax payable on the sale of these assets due to existing capital losses carried forward. For listed equity securities and preference shares, fair value is determined by reference to closing bid prices on the ASX. 55 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 15. Subsidiaries Financial Year 2020 Parent entity Astron Corporation Limited Subsidiaries of parent entity Astron Limited Astron Mineral Sands Pty Limited Astron Titanium (Yingkou) Co Ltd Carnegie Minerals (Gambia) Inc Carnegie Minerals (Gambia) Limited Camden Sands Inc Coast Resources Limited Dickson & Johnson Pty Limited Donald Mineral Sands Pty Ltd Sovereign Gold NL WIM 150 Pty Limited Astron Senegal Holding Pty Ltd Senegal Mineral Resources SA Senegal Mineral Sands Ltd Zirtanium Pty Limited (i) Equity Percentage Owned Ordinary Shares 2020 Percentage Owned Ordinary Shares 2019 Country of incorporation Hong Kong Australia Australia China USA The Gambia USA Isle of Man Australia Australia Australia Australia Hong Kong Senegal Hong Kong Australia 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 The proportion of ownership interest is equal to the proportion of voting power held. (ii) Disposal/Acquisition of subsidiaries During the current and prior years, no subsidiaries were disposed or incorporated. No subsidiaries were acquired during the current and prior years. 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 56 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 16. Property, Plant and Equipment Land At cost Total land Buildings At cost Less accumulated depreciation Net carrying value Capital works in progress At cost Less accumulated impairment losses Total capital works in progress Plant and equipment At cost Less accumulated depreciation Less accumulated impairment losses Net carrying value Total property, plant and equipment 16.1 Assets pledged as security 2020 $ 2019 $ 5,162,151 5,162,151 4,338,027 4,338,027 10,252,018 (2,908,313) 7,343,705 10,768,103 (2,416,600) 8,351,503 4,270,613 (1,970,628) 2,299,985 3,920,102 (1,988,549) 1,931,553 17,347,239 (3,761,533) (1,743,536) 11,842,170 16,140,544 (2,781,808) (1,759,392) 11,599,344 26,648,011 26,220,427 As at 30 June 2020, property, plant and equipment with carrying value of $3,957,471 were pledged as security for short term loans (2019: $5,155,466). 16.2 Capital works in progress Capital works in progress represent plant and equipment being assemble and/or constructed. They are not ready for use and not yet being depreciated. 57 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 16. Property, Plant and Equipment (continued) 16.3 Movements in net carrying values Movement in the carrying amount for each class of property, plant and equipment between the beginning and the end of the current financial year. Year ended 30 June 2020 Balance at 1 July Additions Depreciation Transfers # Foreign exchange movements Capital works in progress $ Land $ Buildings $ Plant and equipment $ Total $ 1,931,553 1,235,095 - (850,462) (16,201) 4,338,027 824,124 - - - 8,351,503 - (561,821) - (445,977) 11,599,344 26,220,427 2,123,233 (1,559,710) - (135,939) 64,014 (997,889) 850,462 326,239 Balance at 30 June 2,299,985 5,162,151 7,343,705 11,842,170 26,648,011 Year ended 30 June 2019 Balance at 1 July Additions Depreciation Transfers # Foreign exchange movements Balance at 30 June 7,551,100 4,219,195 - (9,969,956) 131,214 4,247,755 90,272 - - - 8,668,935 - (430,454) - 113,022 2,128,559 22,596,349 4,411,653 (764,588) - (22,987) 102,186 (334,134) 9,969,956 (267,223) 1,931,553 4,338,027 8,351,503 11,599,344 26,220,427 # The Group allocated the development costs in relation to the Mineral separation plant in China to capital works in progress. Once the Mineral Separation Plant had been commissioned the development expenditure was transferred from capital works in progress to plant and equipment. 17. Exploration and Evaluation Assets Evaluation costs Cost Accumulated impairment loss Net carrying value Exploration expenditure capitalised - DMS project Exploration and evaluation phases Net carrying value Water rights - DMS project Net carrying value Total exploration and evaluation assets Note 17(b) 17(b) 17(b) 17(a)(c) 17(a)(d) 17(f) 2020 $ 2019 $ 7,791,746 (7,487,231) 304,515 7,794,515 (7,487,231) 307,284 57,862,304 57,862,304 56,368,885 56,368,885 12,130,954 70,297,773 12,724,215 69,400,384 58 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 17. Exploration and Evaluation Assets (continued) (a) Exploration and evaluation assets The Group has presented “Exploration and Evaluation assets” separately on the face of the consolidated statement of financial position since the last year. Previously these assets were included as a sub-category under “Intangible Assets”. The movements represent additions, movements in foreign exchange and amortisation. Capital expenditure commitments are detailed in note 30.2. (b) Evaluation costs and impairment losses TiO2 project Cost Less accumulated impairment losses Net carrying value Capitalised testing and design Cost Net carrying value Total Cost Less accumulated impairment losses Total evaluation costs (c) Exploration and evaluation expenditure 2020 $ 2019 $ 7,487,231 (7,487,231) - 7,487,231 (7,487,231) - 304,515 304,515 307,284 307,284 7,791,746 (7,487,231) 304,515 7,794,515 (7,487,231) 307,284 This expenditure relates to the Group's investment in the Donald Mineral Sands Project. As at 30 June 2020, the Group has complied with the conditions of the granting of MIN5532, RL 2002 (formerly EL4433), RL2003 (formerly EL4432, and incorporating the former RL 2006) and EL5186, except for that minimum expenditure requirements on RL2002 was not met during the year, but the Directors are of the opinion that the chance that the license will be cancelled is remote. As such, the Directors believe that the tenements are in good standing with the Department of Economic Development, Jobs, Transport and Resources (which has incorporated the responsibilities previously administered by the Department of Primary Industries) in Victoria, who administers the Mineral Resources Development Act 1990. During the year, DMS continued to develop the technical aspects of the fine grain materials separation and associated value add, refined the valuation model, achieved bulk sample approvals and licenses, reviewed logistics and handling opportunities and marketing of the Donald feedstock. The recoverability of the carrying amount of the exploration and evaluation assets is dependent upon the successful development and commercial exploitation or alternatively sale of the area of interest. 59 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 17. Exploration and Evaluation Assets (continued) (d) Water rights In 2012, the Group acquired rights to the supply of water for the Donald project. The water rights are amortised over 25 years (subject to the extension of this term) in line with entitlements. In July 2018, a “Deed of Variation” was signed between Grampians Wimmera Mallee Water Corporation (“GWM Water”) and Donald Mineral Sands Pty Ltd., a wholly owned subsidiary of the Company. The variation provides for an extension of the term of the original agreement of up to 4 years subject to terms and conditions. The amortisation period of the water rights have accordingly been extended by 4 years to a total period of 29 years to December 2040. (e) Finite lives Intangible assets, other than goodwill have finite useful lives. To date no amortisation has been charged in respect of intangible assets due to the stage of development for each project. (f) Movement in net carrying values Year ended 30 June 2020 Balance at 1 July 2019 Additions * Amortisation Foreign exchange movements Exploration and Evaluation Phase $ Evaluation costs $ Water rights $ Total $ 56,368,885 307,284 12,724,215 69,400,384 1,493,419 - - - - - 1,493,419 (593,261) (593,261) (2,769) - (2,769) Balance at 30 June 2020 57,862,304 304,515 12,130,954 70,297,773 Year ended 30 June 2019 Balance at 1 July 2018 Additions * Amortisation Foreign exchange movements Balance at 30 June 2019 54,087,188 302,036 13,614,105 68,003,329 2,281,697 - - - - - 2,281,697 (889,890) (889,890) 5,248 - 5,248 56,368,885 307,284 12,724,215 69,400,384 * Additions of exploration and evaluation phase during the year included the amortisation of water rights of $593,261 (2019: $889,890) which was capitalised during the year. 60 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 18. Development Costs Balance at 1 July Additions Foreign exchange movements Balance at 30 June 2020 $ 7,804,124 374,957 26,544 8,205,625 2019 $ 6,590,766 1,214,165 (807) 7,804,124 The mining license of the Senegal project was granted in June 2017, the registered mining license was received in October 2017 and the environmental approval was obtained in August 2017. As a result of these developments, the directors considered the Senegal project had demonstrated it was technically feasible and commercially viable. Accordingly, under HKFRS 6 and the Group’s accounting policies, this project and the costs capitalised to date should no longer be accounted for as an exploration and evaluation asset, but rather as an asset in its own right. The costs associated with the Senegal project have therefore been classified as “Development costs” since the year ended 30 June 2018. 19. Right-Of-Use Assets/ Land Use Rights At 1 July as originally presented Adjustment on initial application of HKFRS 16 (note 2.22(i)(a)) At 1 July as restated Amortisation Foreign exchange movements Balance at 30 June 2020 $ - 3,090,641 3,090,641 (81,915) (25,440) 2,983,286 2019 $ 3,116,708 - 3,116,708 (79,211) 53,144 3,090,641 During the year ended 30 June 2014, management entered into an agreement to transfer 1,065,384 sqm of land held in Yingkou province China to a state-owned entity, representing approximately 83% of the total land held by the Group in Yingkou province. As the under-development of this land resulted from a change of government development plan and restructure, this land transfer has been subsidised by the Chinese Government. Final contracts over the land sale were exchanged and the disposal was brought to account in the year ended 30 June 2015. The net proceeds amounting to $20,356,248 to be received in instalments. The remaining 17% of the land, representing 214,802m2 is shown as Land Use Rights up to 30 June 2019, and after the adoption of HKFRS 16 as of 1 July 2019 (refer note 2.22(i)(a)), as Right- of-Use Asset. The land contract is unconditional, and payment is binding on the buyer, being the Yingkou Government. However, payments have been delayed. During the year ended 30 June 2020, there were receipts of $1,483,981 with a balance of gross receivable at 30 June 2020 of $1,495,660 (note 11.1) of which $399,175 was received in July 2020. While the receivable is currently outside the terms initially agreed, the Group is confident that the receivable will be received as the amount in due by a China stated-owned entity and partial payments have been received every year since the land was sold to this entity. In addition to the land referred to above, the Group also owns a nearby piece of land measuring approximately 18,302m2 located at Bayuquan District, Yingkou Province, China. Both pieces of land are held on long term leases with lease terms ranging from 48 to 54 years. As at 30 June 2020, right-of-use assets/land use rights with carrying value of $2,199,235 are pledged as security over short- term loans. (2019: $3,090,641). 61 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 20. Trade and Other Payables Unsecured liabilities Trade payables Note payables Deposits received in advance Other payables (a) Other payables Note 20(a) 2020 $ 2019 $ 3,493,930 2,299,386 13,375 7,318,762 13,125,453 3,324,256 1,369,567 10,381 4,935,202 9,639,406 Included in other payables was a balance of $2,893,737 (2019: $2,539,571) in aggregate due to 2 related companies as detailed in note 29.6. 21. Contract Liabilities Contract liabilities arising from: Advance deposit for future provision of goods (a) Sale of goods Note 21(a) 2020 $ 2019 $ 5,106,984 5,106,984 4,363,126 4,363,126 Included in the balance above is a deposit of RMB20 million was received in connection with the Senegal offtake agreement (the “Agreement”) with Hainan Wensheng High-tech Minerals Co., Ltd. (“Wensheng”). Under the Agreement, the Group is required to ship 50,000 tons/year of Titanium Mineral Sands (“the mineral sands”) to Wensheng in the PRC for a three year period commencing May 2018. The Agreement makes provision for penalties payable by each side for not meeting their obligations by applying a penalty interest of 24% p.a. against the RMB20 million advance deposit. Payment to the Group under the Agreement is based on the actual amount of zircon, ilmenite and rutile, etc. contained in the mineral sands, which is only determined once the mineral sands is shipped and processed by Wensheng in the PRC. Delivery of the mineral sands have been fallen behind the schedule as a result of the deferral of commencement of operations of the Senegal project. The Group has continued to engage in dialogue with Wensheng but cannot currently confirm the revised commencement of deliveries of product. The Group has accrued penalty interest of $2,040,171 (2019: $1,059,396) for the year ended 30 June 2020 (included in “other payables”) as per the Agreement for the late delivery of mineral sands to Wensheng. During the year RMB1 million was repaid against the initial deposit. As at 30 June 2020, the balance outstanding (excluding accrued interest) was equivalent to $3,908,307 (2019: $4,151,473). . The funds from Wenshang have allowed the Group to progress the Senegal project by enabling the Group to have the necessary funds to purchase various essential plant & equipment as well as have funds to prepare the site for essential infrastructure to commence mining operations. The remaining contract liabilities of $211,653 as of 30 June 2019, representing the amount received by the Group in advance in relation to the sale of mineral products, has been recognised as revenue during the year ended 30 June 2020. While the balance of $1,198,677 as of 30 June 2020 is expected to be recognised as revenue in the next 12 months. 62 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 22. Borrowings Current Other short-term borrowings Bank borrowings Advances from directors Note 22(a) 22(b) 22(c) 2020 $ 2019 $ 1,709,329 3,106,874 6,101,468 10,917,671 934,310 6,021,107 177,729 7,133,146 (a) Other short-term borrowings Other loan amounting to $1,090,492 is denominated in RMB and is interest bearing at 10% p.a and secured by certain right-of-use assets/ land use rights in China amounting to $1,609,727 (2019: $1,666,617) (note 19). The remaining amount is unsecured and interest free. The loans are repayable on or before 31 December 2020. (b) Bank borrowings The bank loans are denominated in RMB, interest bearing between 5.00% to 7.50% p.a. and repayable on or before 30 June 2021 (2019: 4.35% to 7.00%). Those loans are pledged with property, plant and equipment amounting to $3,957,471 (2019: $5,155,466) (note 16) and certain right-of-use assets/ land use rights amounting to $589,508 (2019: $1,424,024) (note 19) of the Group. And the personal guarantee from its director of $1,440,273. (c) Advances from directors At 30 June 2020, executive director, Mdm Kang Rong, had advanced the Group $5,851,468 (2019: $177,729) for working capital. The loan is provided interest free and repayable on demand. At 30 June 2020, executive director, Mr. Tiger Brown, had advanced the Group $250,000 (2019: $Nil) for working capital. The loan is provided interest free and repayable on demand. 23. Provisions Current Employee entitlements Non-current Relocation provision (a) Provision for Relocation Note 2020 $ 2019 $ 116,901 95,642 (a) 792,508 786,256 The provision for relocation represents the estimated costs to relocate and compensate landowners for the Senegal mineral sands project. 63 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 24. Deferred Tax 24.1 Liabilities Current tax liability Deferred tax liability arises from the following: - Capitalised expenditure - Tax loss - Unrealised inventory - Provisions and other timing differences 2020 $ - 2019 $ - 8,341,000 (532,899) (1,834,755) (32,148) 5,941,198 8,383,547 (321,950) (2,861,553) 29,567 5,229,611 24.2 Deferred tax assets not brought to account Deferred tax assets are not brought to account, as benefits will only be realised if the conditions for deductibility set out in note 2.5 occur. Tax losses: - Revenue losses (China) - Capital losses 2020 $ 2019 $ 1,167,983 1,176,525 13,538,262 13,538,262 64 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 25. Issued Capital 122,479,784 (2019: 122,479,784) Fully Paid Ordinary Shares 76,549,865 76,549,865 25.1 Reconciliation of ordinary shares (number) 2020 $ 2019 $ At 1 July At 30 June 25.2 Ordinary shares 2020 2019 122,479,784 122,479,784 122,479,784 122,479,784 Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At the shareholders meetings, each ordinary share is entitled to one vote when a poll is called; otherwise each shareholder has one vote on a show of hands. 25.3 Capital risk management The Group considers its capital to comprise its ordinary share capital, reserves, accumulated retained earnings and net debt. In managing its capital, the Group’s primary objective is to ensure its continued ability to provide a consistent return for its equity shareholders through a combination of capital growth and dividends. In order to achieve this objective, the Group has made decisions to adjust its capital structure to achieve these aims, either through altering its dividend policy, new share issues, or share buy backs, the Group considers not only its short-term position but also its long term operational and strategic objectives. Net debt Total equity Net debt to equity ratio 2019 2020 $ $ 7,133,146 10,917,671 93,725,284 100,273,981 11.65% 7.11% There have been no significant changes to the Group’s capital management objectives, policies and processes in the year nor has there been any change in what the Group considers to be its capital. 65 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 25. Issued Capital (continued) 25.4 Share based payments As at 30 June 2020, there were no key executives that had any rights to acquire shares in terms of a share-based payment scheme for employee remuneration. The creation and grant would be subject to shareholder approval. A share based payment of $913,104 was recognised in 2017 after certain milestones with respect to the Senegal project were achieved by a project consultant. This represents a 3% equity interest in the project, calculated by reference to the Senegal project’s fair value and to be satisfied by the issue of shares in a Senegalese subsidiary. 26. Reserves 26.1 Foreign currency translation reserve The foreign currency translation reserve records exchange differences arising on translation of foreign controlled subsidiaries. The reserve balance at 30 June 2020 is $13,344,047 (2019: $13,599,924). 26.2 Share based payment reserve The share-based payment reserve records the amount of expense raised in terms of equity-settled share-based payment transactions. The reserve balance at 30 June 2020 is $913,104, which was recognised during the year ended 30 June 2017. 66 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 27. Holding Company Statement of Financial Position ASSETS Current assets Cash and cash equivalents Total current assets Non-current assets Investment in subsidiary Total non-current assets TOTAL ASSETS LIABILITIES Current liabilities Accruals and other payables Amount due to a subsidiary Total current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Foreign currency translation reserve Retained earnings TOTAL EQUITY 2 Note 2020 $ 2019 $ 2,250 2,250 2,243 2,243 76,549,866 76,549,866 76,552,116 76,549,866 76,549,866 76,552,109 139,423 714,443 853,866 853,866 100,429 471,282 571,711 571,711 75,698,250 75,980,398 25 76,549,865 76,549,865 (64,505) (787,110) (53,362) (516,105) 75,698,250 75,980,398 read in conjunction with the accompanying notes. Mdm Kang Rong Mr. Gerard King 67 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 28. Dividends During the current and prior years, no dividend was proposed or paid. Franking account balance: Franking credits available for the subsequent financial years based on a tax rate of 27.5% (2019: 27.5%) 2020 $ 2019 $ 286,770 286,770 The above amount represents the balance on the franking account at the end of the financial year arising from income tax payable. 29. Related Party Transactions 29.1 Parent entity Astron Corporation Limited is the parent entity of the Group. 29.2 Subsidiaries Interests in subsidiaries are disclosed in note 15. 29.3 Transactions with key management personnel Key management of the Group are the executive members of the Board of Directors. Key Management Personnel remuneration includes the following expenses: Short term employee benefits Salaries and fees Non-cash benefits Total short-term employee benefits Post-employment benefits Superannuation Total post-employment benefits Total Key Management Personnel remuneration 2020 $ 2019 $ 768,520 9,672 778,192 20,531 20,531 798,723 921,049 9,270 930,319 31,956 31,956 962,275 68 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 29. Related Party Transactions (continued) 29.3 Transactions with key management personnel (continued) Directors’ Emoluments Directors’ emoluments disclosed pursuant to Section 383 of the Hong Kong Companies Ordinance (Cap.622) and the Companies (Disclosure of Information about Benefits of Directors) Regulation (Cap.622G) are as follows: Short term employee benefits Salaries and fees (note) Post-employment benefits Total directors’ emoluments 2020 $ 2019 $ 474,167 - 474,167 609,589 10,411 620,000 Note: The amount includes management fees of $250,000 payable to Juhua International Limited and $104,167 to P T Arafua Mining Limited, for which the beneficial owners are Mdm Kang Rong and Mr Alex Brown respectively. 29.4 Interest free loans All subsidiary companies are wholly owned with any interest free loans being eliminated on consolidation. 29.5 Management services provided Management and administrative services are provided at no cost to subsidiaries. Astron Limited predominantly incurs directors fees, management and administration services for the Group. Although these costs are applicable to Group as a whole, these costs are not reallocated/recharged to individual entities within the Group. 29.6 Related party loans During the year ended 30 June 2020 and 2019, Executive Director Mdm Kang Rong advanced Astron $5,851,468 and $177,729 respectively for working capital. The loans are provided interest free and repayable on demand. At 30 June 2020, no repayments have been made against these loans. During the year ended 30 June 2020, Executive Director Mr Tiger Brown advanced Astron $250,000 for working capital. The loan is provided interest free and repayable on demand. At 30 June 2020 no repayments have been made against this loans. As at 30 June 2020 there are unpaid Directors and management fees payable to Directors’ related entities as follows: - Mdm Kang Rong, Juhua International Limited of $1,443,732 (2019: $1,193,732); and - Mr Alex Brown, P T Arafua Mining Limited of $1,450,005 (2019: $1,345,839) The above liabilities have been subordinated and will not be called upon unless and until such time that the Company has available funds or is generating positive operating cash flows from operations. 69 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 30. Commitments 30.1 Operating lease commitments Non-cancellable operating leases contracted for but not capitalised in the financial statements $8,290 (2019: $45,264). 30.2 Capital expenditure commitments Capital expenditure commitments contracted for: - Chinese capital projects - Senegal - DMS 2020 $ 2019 $ 237,665 747,272 55,000 1,039,937 1,490,524 722,234 817,953 3,030,711 30.3 Water rights In accordance with the terms of the contract with GWM Water, the usage fee in 2018 was $218,178 per quarter for the remaining life of the water rights. GWM Water has agreed an extension of up to 4 years subject to terms and conditions in accordance with the “Deed of Variation” as set out in note 17(d). No usage fee was charged in 2020. 30.4 Guarantees between subsidiaries Astron Limited has provided a letter of support to the Victorian Department of Economic Development, Jobs, Transport and Resources to fund any expenditure incurred by Donald Mineral Sands Pty Limited. 30.5 Other commitments and contingencies Land In 2008, Astron Titanium (Yingkou) Co Ltd holds two land sites acquired from the Chinese Government. The Group is discussing possible changes to the usage rights with the Government. The Directors believe that no significant loss will be incurred by the Group in relation to the right-of- use assets/land use rights. As at the 30 June 2020, the net book value of this land is $2,983,286 (2019: $3,090,641). Minimum expenditure on exploration and mining licenses To maintain the Exploration and Mining License’s at Donald, the Group is required to spend $1,201,800 on exploration and development expenditure over the next year (2019: $556,800). The minimum expenditure amount per annum will normally increase over the life of an exploration license. The amount of this expenditure could be reduced should the Group decide to relinquish land. 70 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 31. Cash Flow Information 31.1 Reconciliation of cash provided by operating activities with loss before income tax Loss before income tax expense Non-cash flows in loss from ordinary activities Depreciation and amortisation Reversal of provision for impairment on receivables Fair value loss on financial assets at fair value through profit or loss Decrease/(Increase) in trade and other receivables Increase in inventories Increase in trade and other payables and provisions Effects on foreign exchange rate movement 2020 $ (6,204,703) 2019 $ (2,271,912) 1,641,625 (469,657) 843,431 (411,395) 5,044 848,020 (2,581,503) 4,612,142 796,727 (1,352,305) 23,794 (1,301,375) (5,941,132) 1,971,486 361,786 (6,725,317) 31.2 Reconciliation of cash Cash at the end of the financial year as shown in the cash flow statement is reconciled to items in the consolidated statement of financial position as follows: Cash on hand Current & call account balances Note 2020 $ 2019 $ 10 10 41,798 513,706 555,504 10,222 1,677,327 1,687,549 31.3 Loan facilities Details of the loan facilities of the Group at reporting dates are as follows: Available loan facilities Utilised loan facilities (note 22(b)) Unused loan facilities 2020 $ 2019 $ 4,526,572 (3,106,874) 1,419,698 7,059,229 (6,021,107) 1,038,122 As at 30 June 2020 and 2019, its loan facilities were secured by assets held by its China subsidiary. 71 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 31. Cash Flow Information (continued) 31.4 Non-cash financing activities No dividends were paid in cash or by the issue of shares under a dividend reinvestment plan during the current year and prior year. The table below details changes in the Group’s liabilities arising from financing activities. Liabilities arising from financing activities are those for which cash flows were or future cash flows will be, classified in the Group’s consolidated statement of cash flows from financing activities. At 1 July 2018 Changes from cash flows: Proceeds from bank borrowings Loan expense paid Total changes from financing cash flows: Interest expense Exchange adjustments At 30 June 2019 and 1 July 2019 Changes from cash flows: Partial settlement of offtake agreement Repayment of borrowings Proceeds from bank borrowings Loan expense paid Total changes from financing cash flows: Interest expense Exchange adjustments At 30 June 2020 31.5 Acquisition of entities Borrowings (note 22) $ Contract liabilities - Wensheng (note 21(a)) $ 76,080 4,080,567 6,797,319 (178,134) 6,619,185 178,134 259,747 7,133,146 - - - - 70,906 4,151,473 - (205,753) (8,187,404) 12,034,612 (259,193) 3,588,015 - - - (205,753) 259,193 (62,683) - (37,413) 10,917,671 3,908,307 During the current or last years, the Company did not invest any funds into its Chinese subsidiaries. During the current year, the Group did not acquire any new entities. 31.6 Disposal of entities There were no disposals of entities in the current or prior financial years. 31.7 Restrictions on cash Bank balances did not include any letter of credit deposits at 30 June 2020 (2019: Nil). 72 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 32. Employee Benefit Obligations As at 30 June 2020 and 2019, the majority of employees are employed in China. In accordance with normal business practice in China, employee benefits must be fully utilised annually. Chinese provisions for employee entitlements at year end would be insignificant. 33. Subsequent Events As at 30 June 2020, gross balance of $1,495,660 is due to the Group from the 2015 sale of surplus land in China. Subsequent to year end, $399,175 has been received against this receivable in July 2020. For further details, refer to note 19. Saved as disclosed elsewhere in these financial statements, no other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial years. 34. Financial Risk Management 34.1 General objectives, policies and processes In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. The principal financial instruments from which financial instrument risk arises are cash at banks, term deposits greater than 90 days, trade and other receivables and payables and financial assets at fair value through profit or loss. The Board has overall responsibility for the determination of the Group’s risk management objectives and policies. The Groups' risk management policies and objectives are therefore designed to minimise the potential impacts of these risks on the results of the Group where such impacts may be material. The Group has significant experience in its principal markets which provides the Directors with assurance as to the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets. The Group engages a number of external professionals to ensure compliance with best practice principles. The overall objective of the Board is to set polices that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set out below: 73 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 34. Financial Risk Management (continued) 34.2 Credit risk Credit risk is the risk that the other party to a financial instrument will fail to discharge their obligation resulting in the Group incurring a financial loss. This usually occurs when debtors or counterparties to derivative contracts fail to settle their obligations owing to the Group. In respect of cash investments, around half of cash, cash equivalents and term deposits greater than 90 days are held with institutions with a AA- to BA1 credit rating. As set out in note 10.2, insignificant amount of the Group’s cash was held with a local PRC bank which did not have any credit rating. In respect of trade receivables, there is concentration of credit risk as 14% (2019: 61%) of the Group’s trade debtors is from 5 (2019: 4) customers. Group policy is that sales are only made to customers that are credit worthy. Trade receivables are predominantly situated in China. Other receivables include $1,495,660 (2019: $2,962,631) being the gross land sale receivable from the Yingkou Provincial government. The directors are of the opinion that the credit risk on this receivable to be low for the reasons set out in note 19. Credit risk is managed on a Group basis and reviewed regularly by management and Audit & Risk Committee. It arises from exposures to customers as well as through certain derivative financial instruments and deposits with financial institutions. Refer to note 10 for concentration of credit risk for cash and cash equivalents. The maximum exposure of the Group to credit risk at the end of the reporting period is as follows: Cash & cash equivalents Term deposits with maturity over 90 days Trade and other receivables - current and non-current Total 2020 $ 555,504 46,112 4,590,830 5,192,446 2019 $ 1,687,549 46,112 6,722,263 8,455,924 74 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 34. Financial Risk Management (continued) 34.2 Credit risk (continued) The Group measures loss allowances for trade receivables at an amount equal to lifetime ECLs, which is calculated using a provision matrix. As the Group’s historical credit loss experience does not indicate significantly different loss patterns for different customer segments, the loss allowance based on past due status is not further distinguished between the Group’s different customer bases. The following table presents the gross carrying amount and the lifetime expected credit loss in respect of individually assessed trade receivables as at 30 June 2020 and 2019: Gross carrying amount Lifetime expected credit loss Net carrying amount 2020 $ 113,460 (113,460) - 2019 $ 377,519 (377,519) - The following table presents the gross carrying amount under collective measurement (after individual assessed loss allowance) and the provision for impairment loss in respect of collectively assessed trade receivables as at 30 June 2020: Current (not past due) Expected loss rate % 0.00% Gross carrying amount $ 2,614,472 2,614,472 Loss allowance $ - - The following table presents the gross carrying amount under collective measurement (after individual assessed loss allowance) and the provision for impairment loss in respect of collectively assessed trade receivables as at 30 June 2019: Current (not past due) Expected loss rate % Gross carrying amount $ Loss allowance $ 0.00% 3,583,539 3,583,539 - - Expected credit loss is close to zero as the trade receivables have no recent history of default, the impact of the expected loss from collectively assessed trade receivables to be immaterial. 75 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 34. Financial Risk Management (continued) 34.3 Liquidity risk Liquidity risk is the risk that the Group may encounter difficulties raising funds to meet commitments associated with financial instruments, e.g. borrowing repayments. The Group manages liquidity risk by monitoring forecast cash flows. As at 30 June 2020, the Group had cash of $555,504 (2019: $1,687,549). Maturity analysis Carrying Amount $ Contractual Cash flows $ Note < 6 months $ > 6 months $ Year ended 30 June 2020 Non-derivatives Trade and note payables Other payables Borrowings Total non-interest bearing liabilities Borrowings Total interest bearing liabilities Total liabilities Year ended 30 June 2019 Non-derivatives Trade and note payables Other payables Borrowings Total non-interest bearing liabilities Borrowings Total interest bearing liabilities Total liabilities 20 20 22 22 20 20 22 22 5,793,316 7,318,762 6,720,305 5,793,316 7,318,762 6,720,305 5,566,987 7,318,762 6,720,305 226,329 - - 19,832,383 19,832,383 19,606,054 226,329 4,197,366 4,197,366 2,758,671 4,197,366 2,758,671 4,197,366 24,029,749 24,029,749 22,364,725 1,438,695 1,438,695 1,665,024 4,693,823 4,935,202 177,729 4,693,823 4,935,202 177,729 4,693,823 4,935,202 177,729 9,806,754 9,806,754 9,806,754 6,955,417 6,955,417 6,955,417 6,955,417 6,955,417 6,955,417 16,762,171 16,762,171 16,762,171 - - - - - - - 76 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 34. Financial Risk Management (continued) 34.4 Fair value The fair values of listed investments have been valued at the quoted market price at the end of the reporting period. Other assets and other liabilities approximate their carrying value. At 30 June 2020 and 2019, the aggregate fair values and carrying amounts of financial assets and financial liabilities approximate their carrying amounts. Financial assets at fair value through profit or loss are recognised in the statement of financial position of the Group according to the hierarchy stipulated in HKFRS 7. Financial assets at fair value through profit or loss ASX Listed equity shares - Level 1 The Group does not have any Level 2 or 3 financial assets. 34.5 Price risk 2020 $ 2019 $ 20,322 20,322 25,366 25,366 Given that price movements are not considered material to the Group, the Group does not have a risk management policy for price risk. However, the Group's management regularly review the risks associated with fluctuating input and output prices. As at 30 June 2020, the maximum exposure of price risk to the Group was the financial assets at fair value through profit or loss for $20,322 (2019: $25,366). 100% of the Group’s holding is in the mining or energy sector. The Group’s exposure to equity price risk is as follows: Carrying amount of listed equity shares on ASX 2020 $ 20,322 20,322 2019 $ 25,366 25,366 77 Astron Corporation Limited ARBN 154 924 553 Notes to the Consolidated Financial Statements For The Year Ended 30 June 2020 34. Financial Risk Management (continued) 34.5 Price risk (continued) Sensitivity Analysis 2020 $ 2019 $ Increase/(Decrease) in share price Increase/(Decrease) in share price +10% -10% +10% -10% Listed equity shares on ASX Profit before tax – increase/(decrease) 2,032 (2,032) 2,537 (2,537) The above analysis assumes all other variables remain constant. 34.6 Interest rate risk The Group manages its interest rate risk by monitoring available interest rates and maintaining an overriding position of security whereby around half the Group’s cash and cash equivalents and term deposits are held with institutions with a AA- to BA1 credit rating while the other half is held with an unrated bank in PRC. 78 $ 9 1 0 2 $ 0 2 0 2 $ 9 1 0 2 $ 0 2 0 2 l a t o T g n i r a e B t s e r e t n i - n o N 2 1 1 , 6 4 2 1 1 , 6 4 - - 9 4 5 7 8 6 , , 1 4 0 5 , 5 5 5 2 2 2 , 0 1 8 9 7 , 1 4 3 6 2 2 2 7 , , 6 0 3 8 0 9 5 , , 4 3 6 2 2 2 7 , , 6 0 3 8 0 9 5 , , 4 6 6 3 , 5 2 2 2 3 , 0 2 6 6 3 , 5 2 2 2 3 , 0 2 $ 9 1 0 2 5 1 5 , 4 8 2 1 1 , 6 4 - - $ - 0 2 0 2 2 1 1 , 6 4 - - e t a R t s e r e t n I d e x i F r a e Y 1 n h t i i w g n i r u t a M - - - - - - 9 7 5 2 0 9 2 6 , , 9 6 4 1 3 3 1 , , 7 8 7 0 2 1 1 , , 3 1 1 7 6 7 1 9 , , 0 1 5 2 0 9 2 6 , , 9 8 7 0 2 1 1 , , 3 1 - - 9 2 7 , 7 7 1 5 0 3 0 2 7 , , 6 7 1 4 , 5 5 9 , 6 6 6 3 , 7 9 1 , 4 1 7 1 2 6 7 , , 6 1 9 4 7 9 2 0 , , 4 2 4 5 7 6 0 8 , , 9 3 8 3 2 3 8 , , 9 1 7 1 4 , 5 5 9 , 6 6 6 3 , 7 9 1 , 4 - - - - - - 0 9 2 1 8 4 , , 8 8 6 7 2 1 2 , , 5 1 5 8 7 5 7 , , 6 0 5 9 2 5 6 , , 4 7 2 6 , 0 3 1 2 1 1 , 6 4 2 1 8 , 2 9 5 , 1 6 0 7 , 3 1 5 e t a R t s e r e t n I g n i t a o F l e t a R $ 9 1 0 2 $ 0 2 0 2 % 9 1 0 2 % 0 2 0 2 d e t h g i e W e g a r e v A t s e r e t n I e v i t c e f f E 2 1 8 , 2 9 5 , 1 6 0 7 , 3 1 5 % 0 9 . 0 % 0 9 . 0 - - - - - - - - - - % 0 9 . 0 % 0 9 . 0 r e t a e r g s t i s o p e d m r e T s y a d 0 9 n a h t r e h t o d n a e d a r T l s t n e a v u q e i l s e b a v e c e r i r i a f t a s t e s s a l i a c n a n F i r o t i f o r p h g u o r h t e u a v l s s o l l s e b a y a p r e h t o d n a e d a r T : s e i t i l i b a i L l a i c n a n F i s t e s s A l a i c n a n F i l a t o T l a i c n a n F i l a t o T s e i t i l i b a i L i s g n w o r r o B : s t e s s A l a i c n a n F i h s a c d n a h s a C : l w o e b s e b a t e h t n l i t u o t e s s i s d o i r e p y t i r u t a m y b e a r t t s e r e n t i t e g a r e v a d e h g e w e v i t c e i f f e e h t d n a k s i r e a r t t s e r e t n i o t e r u s o p x e ' s p u o r G e h T ) d e u n i t n o c ( t n e m e g a n a M k s i R l a i c n a n F i . 4 3 ) d e u n i t n o c ( k s i r e t a r t s e r e t n I 6 . 4 3 0 2 0 2 e n u J 0 3 d e d n E r a e Y e h T r o F d e t i i m L n o i t a r o p r o C n o r t s A 3 5 5 4 2 9 4 5 1 N B R A s t n e m e t a t S i l a i c n a n F d e t a d i l o s n o C e h t o t s e t o N Astron Corporation Limited ARBN 154 924 553 Notes to the Financial Statements For The Year Ended 30 June 2020 34. Financial Risk Management (continued) 34.6 Interest rate risk (continued) Sensitivity analysis The following table shows the movements in profit due to higher/lower interest costs from variable interest rate financial instruments in Australia and China. Cash at bank Term deposits greater than 90-days Borrowings Tax charge of 27.5% Total 34.7 Foreign currency risk + 1% (100 basis points) -1% (100 basis points) 2020 $ 5,137 461 (41,974) (36,376) 10,003 (26,373) 2019 $ 16,773 461 (69,554) (52,320) 14,388 (37,932) 2020 $ (5,137) (461) 41,974 36,376 (10,003) 26,373 2019 $ (16,773) (461) 69,554 52,320 (14,388) 37,932 The Group is exposed to fluctuations in foreign currencies arising from the sale and purchase of goods and services in currencies other than the Group's measurement currency. The Group manages this risk through the offset of trade receivables and payables where the majority of trading is undertaken in either the USD or RMB. Current trading terms ensure that foreign currency risk is reduced by sales terms being cash on delivery where possible. 35. Impact on COVID-19 The World Health Organisation declared coronavirus and COVID-19 a global health emergency on 30 January 2020. Since then, the Group has experienced some disruption to its operations in respects of the interruptions to production due to government lockdowns. This has caused the Group to have minimal production activities carried out from January to March 2020. The outbreak of COVID-19 in various countries in the world, the exacerbation, continuance or reoccurrence of COVID-19 may continue to cause an adverse and prolonged impact on the economy and social conditions in these regions, and may adversely affect the Group’s operations and financial position. During the subsequent period and up to the report date, the Group was not aware of material adverse effects on the financial performance and position as a result of the COVID-19 pandemic. The Group will pay close attention to the development of the COVID-19 pandemic, perform further assessment of its impact and take relevant measures. 80 Astron Corporation Limited Declaration by Directors For The Year Ended 30 June 2020 The Directors of the company declare that: 1. The financial statements, comprising the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity, accompanying notes, are in accordance with Hong Kong Financial Reporting Standards and give a true and fair view of the consolidated entity’s financial position as at 30 June 2020 and of its performance for the year ended on that date. 2. In the Directors’ opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors by: Mdm Kang Rong Director 30 September 2020 Mr Gerard King Director 81 Astron Corporation Limited Investor Information Investor Information 2020/2020 Financial Calendar (on or before) Release of quarterly report 2020 Annual general meeting Release of quarterly report Release of half year report Release of quarterly report Release of Appendix 4E 31 October 2020 30 November 2020 30 January 2021 27 February 2021 30 April 2021 28 August 2021 Additional information required by the Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at 7 September 2020. Shareholders’ interests (a) Distribution of equity securities The number of shareholders by size of holding in each class of share are: Range of Units Snapshot 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Total holders 119 99 38 95 38 Units 53,589 293,102 294,358 3,505,841 118,329,888 % of Issued Capital 0.04 0.24 0.24 2.86 96.62 Total Non CDI holders 1-1,000 1,001-5,000 Total Unmarketable Parcels 389 122,476,778 100.00 4 1 5 306 2,700 3,006 Minimum $ 500.00 parcel at $0.21 per unit Minimum parcel size 2,381 Holders 153 Units 113,177 87 Astron Corporation Limited Investor Information - continued (b) Twenty largest CDI holders The twenty largest CDI holders are as follows: Rank Name 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. KOBE Investments Ltd FSC Investment Holdings Ltd Juhua International Limited Mr Guodong Gong Mr Donald Alexander Black Mr Darrell Vaughan Manton + Mrs Veronica Josephine Manton Mr Milton Yannis HSBC Custody Nominees (Australia) Limited Mr Adrian Robert Nijman + Mrs Jenny Ann Nijman Capel Court Corporation Pty Limited Mr Robert Brydon Rudd Cognition Australia Pty Ltd Elliott Nominees Pty Ltd Bresrim Nominees Pty Ltd Navigator Australia Ltd DFC Management Pty Ltd Dosmiv Pty Ltd Clydebank Investments Pty Ltd Pharraway Pty Ltd Mr Malcolm Campbell Totals: Top 20 holders of CDI Total Remaining Holders Balance Total CDIs Total non-CDI holders Total shares on issue (c) Voting rights Units 94,165,972 7,437,092 4,000,000 1,901,000 1,364,053 933,364 762,018 734,166 680,800 627,102 566,088 381,468 346,400 328,342 313,304 300,000 232,578 230,000 210,638 204,400 % of Total CDIs 76.88 6.07 3.27 1.55 1.11 0.76 0.62 0.60 0.56 0.51 0.46 0.31 0.28 0.27 0.26 0.24 0.19 0.19 0.17 0.17 115,718,785 6,757,993 94.47 5.53 122,476,778 100.00 3,006 122,479,784 All ordinary shares (whether fully paid or not) carry one vote per share without restriction. 88 Astron Corporation Limited Investor Information - continued (d) Schedule of interests in mining tenements Location Victoria Australia Victoria Australia Victoria Australia Victoria Australia Tenement Percentage held RL 2002 RL 2003 MIN5532 EL5186 100 100 100 100 Information policy It is the policy of the Company to conform with the highest reporting and information standards to its shareholders. Company spokespeople are available and pleased to respond to queries from financial community, investors and shareholders. During the year, the Group held one shareholder information session meeting and at the meeting active discussions took place and questions were answered. All these initiatives will continue to be improved and expanded in the coming year with the objective of providing the fullest and most detailed information to shareholders consistent with the Company’s objectives. Information on the group and presentations to analysts can be obtained from the Company’s Website www.astronlimited.com. To assist and improve service to shareholders related to the administration of the fully registered shares shareholders can contact our share registry service. Shareholders can also contact the Company directly by telephone in Australia +61 3 5385 7088 89 Astron Corporation Limited Investor Information - continued Salient Financials 2020 2019 2018 2017 2016 2015 2014 2013 2012 Share price* ($) 0.17 0.20 0.20 0.16 0.17 0.15 0.32 0.71 1.30 EPS ( c ) Price earnings Ratio Interest Cover (5.14) n/a n/a (1.56) n/a n/a (3.81) n/a n/a (2.12) n/a n/a (3.60) n/a n/a 6.52 n/a n/a (6.19) n/a n/a (4.46) n/a n/a (0.80) n/a n/a Nos of Shares on issue (m)* 122.5 122.5 122.5 122.5 122.5 122.5 122.5 122.5 122.5 Profit and Loss ($m) Sales and other revenue 8.8 8.2 5.4 2.6 1.1 13.9 5.1 13.0 21.0 Costs EBITDA (11.7) (8.4) (8.5) (6.0) (5.4) (8.3) (10.9) (17.8) (20.4) (2.9) (0.2) (3.1) (3.4) (4.3) 5.6 (5.8) (4.8) 0.6 Depreciation & Amortisation (1.6) (0.8) (0.7) (0.6) (0.7) (0.7) (0.5) (0.6) (0.5) EBITDA (4.5) (1.0) (3.8) (4.0) (5.0) 4.9 (6.3) (5.4) 0.1 Borrowing Costs (1.7) (1.3) (0.1) - - - - (0.1) - NPBT (6.2) (2.3) (3.9) (4.0) (5.0) Income tax expenses (0.1) 0.4 (0.8) 1.4 0.6 4.9 3.1 (6.3) (5.5) 0.1 (1.3) (0.0) (1.1) NPAT Balance Sheet ($m) Cash & Term deposits Receivables Inventories Other financial Assets Current Tax Assets Assets classified as available for sale (6.3) (1.9) (4.7) (2.6) (4.4) 8.0 (7.6) (5.5) (1.0) 0.6 11.1 9.9 - - - 1.7 9.8 7.3 - - - 3.3 8.4 1.4 - - - 1.4 6.1 1.9 0.2 - - 5.2 5.9 10.1 108.1 121.2 14.1 17.4 0.7 0.5 0.5 0.8 0.9 1.2 - - 1.6 0.4 1.2 0.6 6.7 5.0 2.2 1.0 0.3 - 4.2 5.1 1.9 - - Total Current Assets 21.6 18.8 13.1 9.6 21.0 26.2 20.6 116.6 132.4 Property, Plant & Equipment 26.6 26.2 22.6 20.0 21.0 22.4 20.9 21.1 16.7 Receivables - 2.1 3.4 6.4 - 3.9 - - - Intangible assets 70.3 69.4 68.0 73.6 69.1 64.9 61.2 56.2 48.6 Development costs Land use rights 8.2 3.0 7.8 3.1 6.6 3.1 3.0 3.3 Deferred Tax Assets - - - - - 3.5 0.0 2.9 0.0 10.0 8.7 - - Total Non-Current Assets 108.1 108.6 103.7 103.0 93.4 94.7 85.0 87.3 74.0 TOTAL ASSETS 129.7 127.4 116.8 112.6 114.4 120.9 105.6 203.9 206.4 90 Astron Corporation Limited Investor Information - continued Payables 13.3 9.6 11.7 5.4 3.6 2.3 2.5 1.9 2.2 Contract liabilities 5.1 4.4 - - Borrowings Tax Liabilities 10.9 7.1 0.1 0.1 - - - - Total Current Liabilities 29.3 21.1 11.8 Deferred Tax Long term provisions Total Non-Current Liabilities 5.9 0.8 6.7 5.2 0.8 6.0 5.2 5.2 5.5 4.4 - - - 3.6 5.1 - 1.0 - 3.3 5.2 - - - 2.5 6.3 - - 0.3 - 2.2 5.0 0.2 0.1 2.5 5.0 - - - - - - - 36.0 27.1 17.0 4.4 9.9 5.1 8.7 5.2 8.5 6.3 8.8 5.0 7.3 5.0 7.5 93.7 100.3 99.8 102.7 105.7 112.4 96.8 196.6 198.9 Total liabilities NET ASSETS Cash Flows ($m) Operating Activities (2.0) (6.9) (3.3) (3.2) (2.5) (3.7) (0.8) (3.3) 3.2 * After 2:1 share swap and return of capital in 2015 91 Astron Corporation Limited Directors Mr Gerard King (Chairman) Mdm Kang Rong (Managing Director) Mr Tiger Brown (Executive Director) Company Secretary and Registered Office Boardroom Corporate Services (HK) Limited 31/F., 148 Electric Road North Point, Hong Kong Australian Corporate Office 73 Main Street, Minyip, VIC 3392 Telephone: 61 3 5385 7088 Fax: 61 3 5385 7050 China Business Office c/ Yingkou Astron Mineral Resources Co Ltd Room 5612, Building No. 5, Hua Fu Tian Di, No. 128, Ha’erbin Road, Shenhe District, Shenyang, China Zip code: 110013 Tel./ Fax: 86 24 22595960 Bankers Commonwealth Bank of Australia 48 Martin Place Sydney NSW 2000, Australia Share Registrar Computershare Investor Services Limited Level 3, 60 Carrington Street Sydney NSW 2001, Australia Computershare Hong Kong Investor Services Limited Hopewell Centre, 46th floor 183 Queen’s Road East Wan Chai, Hong Kong Auditor BDO Limited 25th Floor, Wing On Centre 111 Connaught Road Central Hong Kong Internet Address www.astronlimited.com 92 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Corporate Governance Statement 121 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Corporate Governance Statement The Board of Astron is responsible for the corporate governance of the Group. The Board guides and monitors the business and affairs of Astron on behalf of the shareholders by whom they are elected and to whom they are accountable. This statement reports on Astron’s key governance principles and practices. COMPLIANCE WITH BEST PRACTICE RECOMMENDATIONS The Company, as a listed entity, must comply with the Corporations Act 2001 (so far as it applies to foreign registered companies) and the Australian Securities Exchange (ASX) Listing Rules. The ASX Listing Rules require the Company to report on the extent to which it has followed the Corporate Governance Principles and Recommendations published by the ASX Corporate Governance Council. Where a recommendation has not been followed, that fact is disclosed, together with the reasons for the departure. The table below summaries the Company’s compliance with the Corporate Governance Council’s Principles and Recommendations: 122 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Principles Principle # ASX Corporate Governance Council Recommendations Reference Comply Principle 1 Lay Solid Foundations for Management and Oversight 1.1 A listed entity should disclose 2.1 Yes (a) (b) the respective roles and responsibilities of its board and management; and those matters expressly reserved to the board and those delegated to management. 1.2 A listed entity should 2.2/3.2 Yes (a) (b) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. 1.3 1.4 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. 3.2 No The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. 2.6 Yes 1.5 A listed entity should 6.3 Yes (a) (b) (c) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; disclose that policy or a summary of it; and disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either. (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or 123 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Principles (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. 1.6 A listed entity should 2.8/3.2 Yes (a) (b) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. 1.7 A listed entity should 3.2 Yes (a) (b) have and disclose a process for periodically evaluating the performance of its senior executives; and Remuneration Report disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. Principle # ASX Corporate Governance Council Recommendations Reference Comply Principle 2 Structure the Board to add value 2.1 The board of a listed entity should (a) have a nomination committee which 3.2 No (1) (2) has at least three members, a majority of whom are independent directors; and is chaired by an independent director, and disclose: • the charter of the committee; • • the members of the committee; and as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or 124 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. 2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. 2.2/2.3 Yes 2.3 A listed entity should disclose 2.3/2.5 Yes (a) (b) the names of the directors considered by the board to be independent directors; if a director has an interest, position, association or relationship of the type described in Box 2.3 (which appears on page 16 of the ASX Recommendations and is entitled “Factors relevant to assessing the independence of a director”) but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. 2.4 2.5 A majority of the board of a listed entity should be independent directors. 2.5 No The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. 2.3/2.4/2.5 Yes 125 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Principles 2.6 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. 3.2 Yes Principle # ASX Corporate Governance Council Recommendations Reference Comply Principle 3 Act Ethically and Responsibly 3.1 A listed entity should 6.1 Yes (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it. Principle # ASX Corporate Governance Council Recommendations Reference Comply Principle 4 Safeguard Integrity in Corporate Reporting 4.1 The board of a listed entity should 3.1 No (a) have an audit committee which (1) (2) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and 126 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. 5.3 No A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. 4.1 No 4.2 4.3 Principle # ASX Corporate Governance Council Recommendations Reference Comply Principle 5 Make Timely and Balanced Disclosure 5.1 A listed entity should 4.2 Yes (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it. 127 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Principles Principle # ASX Corporate Governance Council Recommendations Reference Comply Principle 6 Respect the Rights of Security Holders 6.1 6.2 6.3 6.4 A listed entity should provide information about itself and its governance to investors via its website. A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. 4.1/4.2 Yes 4.1/4.2 Yes 4.1/4.2 Yes 4.1/4.2 Yes Principle # ASX Corporate Governance Council Recommendations Reference Comply Principle 7 Recognise and Manage Risk 7.1 The board of a listed entity should 3.1 No (a) have a committee or committees to oversee risk, each of which: (1) (2) (3) (4) has at least three members, a majority of whom are independent directors; and is chaired by an independent director, and disclose: the charter of the committee; the members of the committee; and as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. 3.1 No 128 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 7.2 The board or a committee of the board should 5.1/5.2 Yes (a) (b) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and disclose, in relation to each reporting period, whether such a review has taken place. 7.3 A listed entity should disclose 3.1 No (a) (b) if it has an internal audit function, how the function is structured and what role it performs; or if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes 7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. 5.1 Yes Principle # ASX Corporate Governance Council Recommendations Reference Comply Principle 8 Remunerate Fairly and Responsibly 8.1 The board of a listed entity should 3.2 No (a) have a remuneration committee which (1) (2) has at least three members, a majority of whom are independent directors; and is chaired by an independent director, and disclose: • • • the charter of the committee; the members of the committee; and as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or 129 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Principles (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. Yes 3.2 Remuneration Report A listed entity which has an equity-based remuneration scheme should 6.2 Remuneration Yes (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and Report (b) disclose that policy or a summary of it. 8.2 8.3 130 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 2. THE BOARD OF DIRECTORS 2.1. Roles and Responsibilities of the Board The Board is accountable to the shareholders and investors for the overall performance of the Company and takes responsibility for monitoring the Company’s business and affairs and setting its strategic direction, establishing and overseeing the Company’s financial position. The Board is Responsible for 2.1.1. Appointing, evaluating, rewarding and if necessary, the removal of the Chief Executive Officer (“CEO”) or their functional equivalent and senior management; 2.1.2. Development of corporate objectives and strategy with management and approving plans, new investments, major capital and operating expenditures and major funding activities proposed by management; 2.1.3. Monitoring actual performance against defined performance expectations and reviewing operating information to understand at all times the state of the health of the Company; 2.1.4. Overseeing the management of business risks, safety and occupational health, environmental issues and community development; 2.1.5. Satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review; board that proper operational, financial, compliance, risk management and internal control process are in place and functioning appropriately; 2.1.7. Approving and monitoring financial and other reporting; 2.1.8. Assuring itself that appropriate audit arrangements are in place; 2.1.9. Ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Code; and other policies; and 2.1.10. Reporting to and advising shareholders. Other than as specifically reserved to the Board, responsibility for the day-to-day management of the Company’s business activities is delegated to the CEO and senior management. 2.2. Board Composition The Directors determine the composition of the Board employing the following principles: 2.2.1. the Board, in accordance with the Company’s constitution must comprise a minimum of three directors; 2.2.2. the roles of the Chairperson of the Board and of the CEO should be exercised by different individuals; 2.2.3. the majority of the Board should comprise directors who are non-executive (however this is not currently the case and the Company is seeking to address this); 131 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 2.2.4. the Board should represent a broad range of qualifications, experience and expertise considered of benefit to the Company; and 2.2.5. the Board must be structured in such a way that it has a proper understanding of, and competency in, the current and emerging issues facing the Company, and can effectively review management’s decisions. The Company’s constitution requires one-third of the directors (or the next lowest whole number) to retire by rotation at each Annual General Meeting (AGM), other than the managing director. The directors to retire at each AGM are those who have been longest in office since their last election. Where directors have served for equal periods, they may agree amongst themselves or determine by ballot who will retire. A director must retire in any event at the third AGM since he or she was last elected or re-elected. Retiring directors may offer themselves for re-election. A director appointed as an additional or casual director by the Board will hold office until the next AGM when they may be re-elected. Any director appointed as an additional or casual director, is not to be taken into account in determining the number of directors required to retire by rotation. 2.3. Board Membership The Board is currently comprised of one non-executive directors and two executive directors. Details of the Board member’s experience, expertise and qualifications are set out in the Directors’ Report of the Annual Financial Statements under the heading “Directors Report”. The Board of Directors at the time of issue of this report comprises: 2.3.1. Gerard (Gerry) King (Chairperson) (Non-Executive) 2.3.2. Tiger Brown (Executive Director) 2.3.3. Mdm Kang Rong (Executive Director) 2.4. Chairperson and CEO The Chairperson is responsible for: 2.4.1. leadership of the Board; 2.4.2. the efficient organisation and conduct of the Board’s functions; 2.4.3. the promotion of constructive and respectful relations between Board members and between the Board and management; 2.4.4. facilitating the effective contribution of all Board members; and 2.4.5. committing the time necessary to effectively discharge the role of the Chairperson. The CEO is responsible for: 2.4.6. briefing directors in relation to issues arising at Board meetings; 2.4.7. implementing the Company’s strategies and policies; and 2.4.8. the day-to-day management of the Group’s business activities. The Board specifies that the roles of the Chairperson and the CEO are separate roles to be undertaken by separate people. 132 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 2.5. Independent Directors The Company recognises that independent directors are important in assuring shareholders that the Board is properly fulfilling its role and is diligent in holding senior management accountable for its performance. The Board assesses each of the directors against specific criteria to decide whether they are in a position to exercise independent judgment. Directors of Astron are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement. In making this assessment, the Board considers all relevant facts and circumstances. Relationships that the Board will take into consideration when assessing independence are whether a director: 2.5.1. is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; 2.5.2. is employed, or has previously been employed in an executive capacity by the Company or such employment and serving on the Board; 2.5.3. has within the last three years been a principal of a material professional advisor or a material consultant to the Company or another group member, or an employee materially associated with the service provided; 2.5.4. is a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; or 2.5.5. has a material contractual relationship with the Company or another group member other than as a director. 2.5.6. has been a director of the entity for such a period that his or her independence may have been compromised. The Board notes that the mere fact that a director has served on a Board for a substantial period does not mean that he or she has become too close to management to be considered not independent. The Board will regularly assess the independence of all and any director who serves on the Board. Family ties and cross-directorships may be relevant in considering interests and relationships which may affect independence, and should be disclosed to the Board. The Company does not comply with ASX Recommendation 2.4, as there is not a majority of non- executive directors nor is there a majority of independent directors on the Board. In accordance with the definition of independence above, only one of the directors of the Company is considered to be independent. The Board believes that the Company is not of sufficient size to warrant the inclusion of more independent non-executive directors in order to meet the ASX recommendation of maintaining a majority of independent non-executive directors. The Company maintains a mix of directors from different backgrounds with complementary skills and experience. In recognition of the importance of independent views and the Board’s role in supervising the activities of management the Chairperson is a non-executive director. 133 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 2.6. Company Secretary The appointment, performance, review, and where appropriate, the removal of the Company Secretary is a key responsibility of the Board. All directors have access to the Company Secretary who is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. 2.7. Avoidance of Conflicts of Interest by a Director In order to ensure that any interests of a director in a particular matter to be considered by the Board are known by each director, each director is required by the Company to disclose any relationships, duties or interests held that may give rise to a potential conflict. Directors are required to adhere strictly to constraints on their participation and voting in relation to any matters in which they may have an interest. Directors are able to access members of the management team at any time to request relevant information. There are procedures in place, agreed by the board, to enable directors, in furtherance of their duties, to seek independent professional advice at the company’s expense. 2.8. Review of Board Performance The performance of the board and each of its committees is reviewed at least annually by the Chairman. Performance evaluations are conducted annually which involve an assessment of each board member’s performance against specific and measurable qualitative and quantitative performance criteria. The performance criteria against which directors and executives are assessed is aligned with the financial and non-financial objectives of Astron. Directors whose performance is consistently unsatisfactory may be asked to retire. The performance of each committee is against the requirements of their respective charters. 3. BOARD COMMITTEES The Board has the ability under the Company’s constitution to delegate its powers and responsibilities to committees of the Board. 3.1. Audit and Risk Committee The Board does not have an Audit and Risk Committee and as such the Group is not in compliance with Principle 4.1 of the ASX Corporate Governance Council. The Board considers that the Group is not of a size, nor are its financial affairs of such complexity, to justify the formation of a separate audit and risk committee. The Board as a whole undertakes the selection and proper application of accounting policies, the identification and management of risk and the review of the operation of the internal control systems. The Board considers that the experience and qualifications of the Board will assure the integrity of the financial statements of the Group and the independence of the external auditor. Where practical and feasible, the Board invites the auditor to attend all general meetings of shareholders. 134 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 The Board in lieu of an Audit and Risk Committee is responsible for: 3.1.1. reviewing the quality and integrity of the Group’s financial reporting to shareholders, ASX and the Australian Securities and Investments Commission; 3.1.2. reviewing the accounting policies, internal controls, practices and disclosures to assist the Board in making informed decisions, with direct access to management; 3.1.3. reviewing the scope and outcome of external audits, with direct access to external auditors; 3.1.4. nominating external auditors and reviewing the adequacy of existing external audit arrangements; 3.1.5. ensuring the independence of external auditors and reviewing any other services provided by them; 3.1.6. reviewing the Group’s risk management systems; and 3.1.7. reporting on meetings and the results of any assessments and reviews. External Auditor The Company’s policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually, taking into consideration assessment of performance, existing value and tender costs. An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is provided in the notes to the financial statements. It is the policy of the external auditors to provide an annual declaration of their independence to the Board. Internal Audit The Company does not currently have a formal internal audit function however the Board oversee the effectiveness of risk management and internal control. The Board works closely with management to identify and manage operational, financial and compliance risks which could prevent the Company from achieving its objectives. The Board actively encourages the external auditor to raise internal control issues, and oversees management’s timely remediation thereof. 3.2. Remuneration and Nomination Committee Given the present size of the Group, the existing Board is able to meet the needs of the Group in the examination of selection and appointment practices without the establishment of a nomination committee of the Board as recommended under Principle 2.1. Remuneration The remuneration received by directors and executives in the current period is contained in the “Remuneration Report” section in the Directors’ Report of the Annual Financial Statements. The Company seeks to attract and retain directors and executives with the appropriate expertise and ability to create value for shareholders. 135 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 The remuneration structure for non-executive directors is not related to performance. The Company aims to ensure non-executive directors receive fees which reflect their skills, responsibilities and the time commitments required to discharge their duties. The Company does not pay retirement benefits to non-executive directors (other than superannuation contributions in accordance with its statutory superannuation obligations). The remuneration structure for executive directors and other executives reflects the Company’s financial resources and as such there is not currently a direct correlation between the executive’s reward and individual and Company performance so as to seek to ensure that the Company’s remuneration policy is aligned with its long-term business objectives and the interests of shareholders and other stakeholders. Nomination A profile of each director is included in the Directors’ Report of the Annual Financial Statements under the heading “Directors information”. The Company does not have a written agreement in place with each director setting out the terms of their appointment. The committee and the Board consider the composition of the Board at least annually, when assessing the Board’s performance and when considering director election and re-election. In considering whether the Board will support the election or re-election of incumbent directors, the committee considers the skills, experience, expertise, diversity and contribution made to the Board by the director and the contribution that the director is likely to make if elected or re-elected. When considering appointing new directors, the committee assesses the range of skills, experience, expertise, diversity and other attributes from which the Board would benefit and to the extent to which current directors possess such attributes. This assessment allows the committee to provide the Board with a recommendation concerning the attributes for a new director, such that they balance those of existing directors. All material information that is relevant to the decision as to whether or not to elect or re-elect a director is provided to shareholders in the explanatory notes accompanying the notice of meeting for the Annual General Meeting at which the election or re-election is to be considered. 4. TIMELY AND BALANCED DISCLOSURE 4.1. Shareholder Communication The Company believes that all shareholders should have equal and timely access to material information about the Company including its financial situation, performance, ownership and governance. The Board aims to ensure that shareholders are informed of all material information relating to the Company by communicating to shareholders through: 4.1.1. continuous disclosure reporting to the ASX; 4.1.2. its annual reports; and 4.1.3. media releases and other investor relations publications on the Company’s website. The Company provides other information about itself and its governance via its website. 136 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Two-way Communication The Board is also mindful of the importance of not only providing information, but also enabling two- way communication between the Company and its shareholders. The Company encourages direct electronic contact from shareholders – the Company’s website has a “Contact Us” section which allows shareholders to submit questions or comments. The Company provides shareholder materials directly to shareholders through electronic means. A shareholder may request a hard copy of the Company’s annual report to be posted to them. Shareholders may also communicate via electronic means with the Company’s Share Registry and may register to access personal shareholding information and receive electronic information. General Meetings Shareholders are encouraged to participate in general meetings. Copies of any addresses by the Chairperson or CEO are disclosed to the market and published on the Company’s website. At the meeting the Chairperson encourages questions and comments from shareholders and seeks to ensure that shareholders are given ample opportunity to participate. The Company’s external auditor, if practical and feasible, are invited to attend general meetings, and if the external auditors are not invited to attend the Company’s annual general meeting to answer shareholder questions about the conduct of the audit, the preparation and content of the audit report, the accounting policies adopted by the Company and the independence of the auditor in relation to the conduct of the audit, the Company will facilitate any questions from shareholders about these matters. 4.2. Continuous Disclosure Policy The Company is committed to ensuring that shareholders and the market are provided with full and timely information and that all stakeholders have equal opportunities to receive externally available information issued by the Company. The Company’s “ASX Disclosure Policy” encourages effective communication with its shareholders by requiring that Company announcements: 4.2.1. be factual and subject to internal vetting and authorisation before issue; 4.2.2. be made in a timely manner; 4.2.3. not omit material information; 4.2.4. be expressed in a clear and objective manner to allow investors to assess the impact of the information when making investment decisions; 4.2.5. be in compliance with ASX Listing Rules continuous disclosure requirements; and 4.2.6. be placed on the Company’s website following release. The Company’s “ASX Disclosure Policy” reinforces the Company’s commitment to continuous disclosure and outline management’s accountabilities and the processes to be followed for ensuring compliance. The policy also contains guidelines on information that may be price sensitive. The Australian Company Secretary has been nominated as the person responsible for communications with the ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements with the ASX Listing Rules and overseeing and coordinating information disclosure to the ASX. 137 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 5. RECOGNISING AND MANAGING RISK 5.1. Board Responsibility for Risk Management The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. The Company’s policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives. Considerable importance is placed on maintaining a strong control environment. The Company has exposure to the following risks: 5.1.1. Funding: The Company is subject to the risks in relation to funding its projects. The Board will continue to monitor these risks. 5.1.2. Currency: The Company is exposed to fluctuations in the RMB and USD against the Australian dollar which can impact on expenditures related to project development and potentially future operations. Due to the size and assets of the Company the Board has not instigated a hedging program. The Board will continue to review the implementation of hedging to ensure it fits within the Company’s hedging policy framework and is deemed appropriate. 5.1.3. Environmental: The Company is subject to, and responsible for existing environmental liabilities associated with its tenements as well as potential new liabilities through future mining activities. The Company will continually monitor its ongoing environmental obligations and risks, and implement rehabilitation and corrective actions as appropriate to remain compliant. These risks may be impacted by change in Government policy. 5.1.4. Market Risk: The Company seeks to reduce investment risk by regularly monitoring the market and considering the ongoing benefits of carrying investments or disposal. There are inherent uncertainty risks in the mineral sands market. 5.2. Board Oversight of the Risk Management System The Board is responsible for approving and overseeing the risk management system. The Board reviews, at least annually, the effectiveness of the implementation of the risk management controls and procedures. The principle aim of the system of internal control is the management of business risks, with a view to enhancing the value of shareholders’ investments and safeguarding assets. Although no system of internal control can provide absolute assurance that the business risks will be fully mitigated, the internal control systems have been designed to meet the Company’s specific needs and the risks to which it is exposed. Annually, the Board is responsible for identifying the risks facing the Company, assessing the risks and ensuring that there are controls for these risks, which are to be designed to ensure that any identified risk is reduced to an acceptable level. Internal control measures currently adopted by the Board include: 5.2.1. regular reporting to the Board in respect of operations and the Company’s financial position; and 5.2.2. regular reports to the Board by appropriate members of the management team outlining the nature of particular risks and highlighting measures which are either in place or can be adopted o manage or mitigate those risks. 138 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 5.3. Risk Management Roles and Responsibilities The Board is responsible for approving and reviewing the Company’s risk management strategy and policy. Senior management is responsible for implementing the Board approved risk management strategy and developing policies, controls, processes and procedures to identify and manage risks in all of the Company’s activities. The Board in place of the Audit and Risk Committee is responsible for ensuring that management has developed and implemented a sound system of risk management and internal control. 6. ETHICAL AND RESPONSIBLE DECISION MAKING 6.1. Code of Ethics and Conduct The Board endeavors to ensure that the directors, officers and employees of the Company act with integrity and observe the highest standards of behavior and business ethics in relation to their corporate activities. The “Code of Conduct” sets out the principles, practices, and standards of personal behavior the Company expects people to adopt in their daily business activities. All directors, officers and employees are required to comply with the Code of Conduct. Senior managers are expected to ensure that employees, contractors, consultants, agents and partners under their supervision are aware of the Company’s expectations as set out in the Code of Conduct. All directors, officers and employees are expected to: 6.1.1. comply with the law; 6.1.2. act in the best interests of the Company; 6.1.3. be responsible and accountable for their actions; and 6.1.4. observe the ethical principles of fairness, honesty and truthfulness, including prompt disclosure of potential conflicts. 6.2. Policy Concerning Trading in Company Securities The Board has implemented a Share Trading Policy that applies to all directors, officers and employees. This policy sets out the restrictions on dealing in securities by people who work for, or are associated with the Company and is intended to assist in maintaining market confidence in the integrity of dealings in the Company’s securities. The policy stipulates that the only appropriate time for a director, officer or employee to deal in the Company’s securities is when they are not in possession of price sensitive information that is not generally available to the market. As a matter of practice, Company shares may only be dealt with by directors and officers of the Company under the following guidelines: 6.2.1. no trading is permitted in the period of one month prior to the announcement to the ASX of the Company’s quarterly, half year and full year results; 6.2.2. guidelines are to be considered complementary to and not replace the various sections of the Corporations Act 2001 dealing with insider trading; and 139 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 6.2.3. prior approval of the Chairperson, or in his absence, the approval of two directors is required prior to any trading being undertaken. 6.2.4. Senior management are prohibited from entering into transactions which limit the risk of participating in unvested entitlements under any equity-based remuneration scheme. 6.3. Policy Concerning Diversity The Company encourages diversity in employment throughout the Company and in the composition of the Board, as a mechanism to ensure that the Company is able to draw on a variety of skill, talent and previous experiences in order to maximise the Company’s performance. The Company’s “Diversity Policy” has been implemented to ensure the Company has the benefit of a diverse range of employees with different skills, experience, age, gender, race and cultural backgrounds. The Company reports its results on an annual basis in the Annual Financial Statements in achieving measurable targets which are set by the Board as part of implementation of the Diversity Policy. The Company notes that out of 2 Executive Directors, one is female. In relation to senior executive positions, out of 9, 4 are female. Out of the total of 135 employees, 29 are female. Astron is not a “relevant employer” under the Workplace Gender Equality Act. The table below outlines the diversity objectives established by the Board, the steps taken during the year to achieve these objectives, and the outcomes. 140 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Objectives Steps Taken/Outcome Increase the number of women in the workforce, including management and at board level Out of 2 Executive Directors, one is female. In relation to senior executive positions, out of 9, 4 are female. Out of the total of 135 employees, 29 are female. Review gender pay gaps on an annual basis and implement actions to address any variances. As a part of the annual remuneration review, the Board assesses the performance and salaries of all key management personnel and executive directors. Any gender pay disparities are addressed. Provide flexible workplace arrangements. During the year Astron employed 4 employees on flexible work arrangements (2019: 3). Provide career development opportunities for every employee, irrespective of any cultural, gender and other differences. While Astron places special focus on gender diversity, career development opportunities are equal for all employees. Employees are encouraged to attend professional development courses/workshops throughout the year. Promote an inclusive culture that treats the workforce with fairness and respect. Astron has set a zero-tolerance policy against discrimination of employees at all levels. The Company provides avenues to employees to voice their concerns or report any discrimination. No cases of discrimination were reported during the year (2019: Nil). Be compliant with all mandatory diversity reporting requirements. Astron is not a “relevant employer” under the Australian Workplace Gender Equality Act 2012. 141 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Mineral Resource Statement for Astron and its Subsidiaries Geology and Geological Interpretation The Donald and Jackson Deposits belong to the so-called “WIM-style” fine-grained mineral sands deposits discovered in the Wimmera area of the Murray Basin in the 1980s. They consist of large and broad lobate sheet-like heavy mineral accumulations deposited within the Late Miocene to Late Pliocene Loxton-Parilla Sands. These deposits are believed to represent accumulations that developed below the active wave base in a near shore environment, possibly representing the submarine equivalent of the strand style deposits. The WIM-style deposits are considerably larger in tonnage than strand-line deposits that are formed along the seaward face of shorelines. Mineral Resource Estimate Following the 2015 in-fill drilling at the Donald and Jackson Deposits, Astron commissioned an independent consultant, AMC Consultants Pty Ltd, to update the Mineral Resource estimates in accordance with the requirements of the JORC 2012 Code. This update was finalised in April 2016. The current Mineral Resource estimate totals 5.71 billion tonnes of sand at an average grade of 3.2% HM (at 1% HM cut-off) - with Measured, Indicated and Inferred categories classified as presented in Table 1 for the Donald and Jackson Deposits. In addition to assaying the total HM content, major valuable heavy minerals (VHM) were assayed in more than 50% of all drill holes and the heavy mineral assemblage is presented in Table 2. Summary of Annual Review The update of Astron’s Mineral Resource estimate for the Donald and Jackson Deposits was completed and announced to the ASX on 7 April 2016 – i.e. during the financial year ended on 30 June 2016. Balance Date Astron’s Mineral Resource Estimate is provided as at 30 June 2020. Governance Arrangements Astron has controls in respect of reporting Mineral Resource Estimates, which include both internal approval process and where relevant obtaining external competent persons approval. 142 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Mineral Resource Estimate Table 1 Heavy Mineral (HM) Sand – Mineral Resource Estimate AREA CLASSIFICATION TONNES RLA 2006 RL 2003 TOTAL JACKSON DEPOSIT (RL 2003 & RLA 2006) RL 2002 MIN 5532 TOTAL DONALD DEPOSIT (RL 2002 & RLA 5532) TOTAL DONALD PROJECT MEASURED INDICATED INFERRED SUBTOTAL MEASURED INDICATED INFERRED SUBTOTAL MEASURED INDICATED INFERRED SUBTOTAL MEASURED INDICATED INFERRED SUBTOTAL MEASURED INDICATED INFERRED SUBTOTAL MEASURED INDICATED INFERRED TOTAL MEASURED INDICATED INFERRED TOTAL (Mt) 0 58 24 82 0 1,845 560 2,405 0 1,903 584 2,487 343 833 1,595 2,771 372 75 7 454 715 907 1,603 3,225 715 2,811 2,187 5,712 HM (%) 0.0 1.6 1.8 1.6 0.0 2.8 2.9 2.9 0.0 2.8 2.9 2.8 3.9 3.3 3.4 3.4 4.5 4.0 3.5 4.4 4.2 3.4 3.4 3.6 4.3 3.0 3.3 3.2 SLIMES OVERSIZE (%) 0.0 14.1 14.4 14.2 0.0 19.2 16.8 18.6 0.0 19.0 16.7 18.5 19.8 16.2 15.7 16.4 14.4 13.8 13.5 14.2 17.0 16.0 15.7 16.1 18.1 17.9 16.4 16.9 (%) 0.0 6.2 4.7 5.8 0.0 5.8 3.2 5.2 0.0 5.8 3.3 5.2 8.1 13.5 6.0 8.5 12.8 13.1 10.6 12.8 10.6 13.4 6.0 9.1 11.1 8.2 5.5 7.3 Note 1. The total tonnes may not equal the sum of the individual resources due to rounding. 2. The cut-off grade is 1% HM. 3. The figures are rounded to the nearest: 10M for tonnes, one decimal for HM, Slimes and Oversize. 4. For further details including JORC Code, 2012 Edition – Table 1 and cross sectional data, see previous announcements dated 7 April 2016, available at ASX’s website at www.asx.com.au/asxpdf/20160407/pdf/436cjyqcg3cf47.pdf . 143 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Table 2 HM Assemblage and Mineral Resource Estimate for available VHM data AREA CLASSIFICATION TONNES MEASURED INDICATED INFERRED SUBTOTAL MEASURED INDICATED INFERRED SUBTOTAL MEASURED INDICATED INFERRED TOTAL MEASURED INDICATED INFERRED (Mt) 0 18 8 26 650 146 797 668 155 823 185 454 647 SUBTOTAL 1,286 MEASURED INDICATED INFERRED SUBTOTAL MEASURED INDICATED INFERRED TOTAL MEASURED INDICATED INFERRED TOTAL 264 49 5 317 448 503 652 1604 448 1,171 807 2,427 RLA 2006 RL 2003 TOTAL JACKSON DEPOSIT (RL 2003 & RLA 2006) RL 2002 MIN 5532 TOTAL DONALD DEPOSIT (RL 2002 & RLA 5532) TOTAL DONALD PROJECT HM (%) 0.0 2.1 2.5 2.2 5.0 4.1 4.8 4.9 4.0 4.8 5.5 4.2 4.9 4.8 5.4 4.9 4.2 5.3 5.4 4.3 4.9 4.9 5.4 4.6 4.7 4.8 SLIMES OVERSIZE ZIRCON RUTILE+ ANATASE LLMENITE LEUCOXENE MONAZITE (%) 0.0 14.2 14.1 14.2 18.2 15.2 17.7 18.1 15.1 17.6 19.1 15.9 15.2 16.0 14.2 13.6 13.5 14.1 16.2 15.7 15.2 15.6 16.2 17.1 15.2 16.3 (%) 0.0 5.7 4.5 5.3 5.4 3.1 5.0 5.4 3.1 5.0 7.3 13.2 5.8 8.6 12.2 12.1 10-5 12.1 10.2 13.1 5.8 9.3 10.2 8.7 5.3 7.9 (% HM) (% HM) (% HM) (% HM) (% HM) 0 17 16 17 18 22 19 18 21 19 21 17 18 18 19 20 22 19 20 18 18 18 20 18 19 19 0 8 8 8 9 10 9 9 9 9 9 7 9 8 7 7 7 7 8 7 8 8 8 8 9 8 0 29 30 29 32 32 32 32 32 32 31 33 33 33 31 33 36 32 31 33 33 32 31 32 33 32 0 31 32 31 17 14 17 17 15 17 19 19 17 18 22 22 20 22 21 20 17 19 21 18 17 18 0 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 3 2 2 2 2 2 2 2 2 2 144 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Note 1. The total tonnes may not equal the sum of the individual resources due to rounding. 2. The cut-off grade is 1% HM. 3. The figures are rounded to the nearest: 10M for tonnes, one decimal for HM, Slimes and Oversize and whole numbers for zircon, ilmenite, rutile + anatase, leucoxene and monazite. 4. Zircon, ilmenite, rutile + anatase, leucoxene and monazite percentages are report as a percentage of the HM. 5. Rutile + anatase, leucoxene and monazite resource has been estimated using fewer samples than the other valuable heavy minerals. The accuracy and confidence in their estimate is therefore lower. 6. For further details including JORC Code, 2012 Edition – Table 1 and cross sectional data, see previous announcements dated 7 April 2016, available at ASX’s website at www.asx.com.au/asxpdf/20160407/pdf/436cjyqcg3cf47.pdf . Ore Reserve Statement It should be noted that the below Ore Reserve Statement was calculated in 2012 (announced 18 June 2012). In 2016 Donald Mineral Sands engaged AMC Consultants to update their Mineral Resource (ASX announcement dated 7 April 2016). Astron intend to update their Ore Reserve Statement in the 2021 financial year utilising updated definitive design criteria with budgeted operational and capital expenditure applied to the 2016 Mineral Resource. 145 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Table 2: Donald Mineral Sands Ore Reserve for RL2002 (formerly EL4433) and MIN5532 (which is wholly within RL2002). CLASSIFICATION WITHIN MIN5532 PROVED PROBABLE TONNES (M) 141 48 HM (%) 5.9 5.7 SLIMES ZIRCON RUTILE LLMENITE LEUCOXENE (%) 15.4 (%) 19.4 14.0 19.9 (%) 7.0 7.1 (%) 32.9 (%) 20.3 33.3 21.7 TOTAL WITH MIN5532 189 5.8 15.1 19.5 7.0 33.0 20. WITHIN EL4433 OUTSIDE OF MIN5532 PROVED 9 4.2 15.4 14.8 PROBABLE 263 5.9 16.7 18.8 TOTAL WITHIN EL443 OUTSIDE OF MIN5532 272 5.9 16.7 18.7 TOTAL WITHIN EL4433 PROVED PROBABLE 150 311 5.8 5.9 15.4 19.2 16.3 19.0 TOTAL WITHIN EL443 461 5.9 16.0 19.1 9.3 7.9 8.0 7.1 7.8 7.5 35.2 20.3 34.0 17.7 34.0 17.8 33.0 20.3 33.9 18.3 33.6 18.9 Note 1. The ore tonnes have been rounded to the nearest 1MT and grades have been rounded to one decimal place. 2. The Ore Reserve is based on Indicated and Measured Mineral Resource contained within mine designs above and economic cut-off. 3. The economic cut-off is defined as the value of the products less the cost of processing. 4. Mining recovery and dilution have been applied to the figures above. 5. The mining licence is wholly within the retention licence (MIN5532 is wholly within RL2002, formerly EL4433) 6. Rutile shown is Rutile + Anatase 7. For further details, see previous announcement dated 31 July 2013, available at ASX’s website at https://www.asx.com.au/asxpdf/20130731/pdf/42hd37m51m4501.pdf . 146 ASTRON CORPORATION LIMITED ANNUAL REPORT 2020 Further notes: The 18 June 2012 Ore Reserve Estimate was based on economic assumptions relevant at that date including product pricing and forecasts and excludes subsequent pricing and changes to the Project. The pricing in the Announcement is different to the pricing used in the 18 June 2012 Ore Reserve Estimate. The Announcement also included improved economics by changing the HM processing location from Australia to Putian, Fujian province, China and allowing for additional valuable products to be processed and sold (as more fully described in the DFS Announcement). These additional products were not considered at the time of the 18 June 2012 Ore Reserve Estimate. COMPETENT PERSONS STATEMENT The information in this report that relates to Exploration Results and Mineral Resources for the Donald Project is based on information compiled by Mr Rod Webster, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy and Australian Institute of Geoscientists. Mr Webster is a full-time employee of AMC Consultants Pty Ltd and is independent of DMS, the owner of the Donald Project Mineral Resources. Mr Webster 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 Webster consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. I A S T R O N C O R P O R A T O N L I M T E D A N N U A L R E P O R T I 2 0 2 0

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