Athena
Resources
Limited
ABN 69 113 758 900
ANNUAL FINANCIAL REPORT 2021
CONTENTS
Company information
Directors’ Report
Auditor’s Independence Declaration
Statement of Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to and Forming Part of the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Details
Interest in Mining Tenements
Corporate Governance Statement
3
4
16
17
18
19
20
21
40
41
45
47
47
Athena Resources Limited
Page 2
COMPANY INFORMATION
ABN
Directors
Secretaries
Registered Office
Postal Address
Share Registry
Auditor
69 113 758 900
E W Edwards
H W Wai
D C Wheeler
F R Knezovic
E W Edwards
P J Newcomb
(Executive Director)
(Executive Director)
(Non-Executive Director)
(Non-Executive Director)
Level 2, 46-50 Kings Park Road
West Perth, WESTERN AUSTRALIA 6005
Telephone:
Email:
+61 8 9307 7902
ahn@athenaresources.com.au
PO Box 1970
West Perth, WESTERN AUSTRALIA 6872
Computershare Investor Services Pty Ltd
Level 11, 172 St Georges Terrace
Perth, WESTERN AUSTRALIA 6000
Telephone:
Facsimile:
+61 8 9323 2000
+61 8 9323 2033
HLB Mann Judd (WA) Partnership
Level 4, 130 Stirling Street
Perth, WESTERN AUSTRALIA 6000
Telephone:
Facsimile:
+61 8 9227 7500
+61 8 9227 7533
Bankers
Westpac Banking Corporation
Securities Exchange Listing
Athena Resources Limited shares
are listed on the Australian Securities Exchange
(Home Exchange – Perth)
ASX Code: AHN
Website
www.athenaresources.com.au
Athena Resources Limited
Page 3
DIRECTORS’ REPORT
Your Directors submit their report on the consolidated entity consisting of Athena Resources Limited
(“Athena” or “the Company”) and its controlled entities (“the Group”) for the financial year ended 30
June 2021.
REVIEW OF OPERATIONS
Exploration and Evaluation
BYRO BASE METALS PROJECT
Milly Milly Intrusion (Cu/Ni/PGE)
Potential structural flow dynamics within the Milly Milly intrusion warrant an infill gravity survey
planned to further define the anomaly. Gaps in ground EM data have also been highlighted
warranting further moving loop EM data acquisition.
Review of diamond drill hole AHDH0007 drilled outside the interpreted intrusion boundary targeting
a gravity anomaly. The hole remained in ultramafic to end of hole and showed variable
geochemistry including sections of primitive ultramafic with signs of metal depletion towards the end
of hole.
Moonborough Intrusion (Cu/Ni/PGE)
Recent appraisal of the central Byro, Moonborough Intrusion demonstrates compelling exploration
potential. The project is at a greenfield stage hosting a significant gravity anomaly coincident with
10-year-old VTEM anomalies and drilling which intersected an ultramafic.
Geophysical Review of Electromagnetic Anomalism
Athena Resources Limited has completed assessment of the Byro Base Metal Project.
Assessment included a detailed review of Electromagnetic Anomalism within the Byro tenements in
cooperation with Southern Geoscience Consultants, announced on the ASX Platform on
23/03/2021.
The Review covered all historic exploration results and electromagnetic surveys including a ground
GeoFerret fixed loop, time domain electromagnetic survey, (FLTEM); an airborne versatile time
domain electromagnetic survey, (VTEM); ground moving loop, time domain electromagnetic
surveys, (MLTEM); and down hole electromagnetic surveys, (DHEM).
Athena Resources Limited
Page 4
DIRECTORS’ REPORT (continued)
The review highlighted that the historical high priority areas covered had clear inherent problems,
notably:
➢ FLTEM and MLTEM ground surveys had severe IP/SPM effects in the inloop responses.
The FLTEM data also only surveyed single loop locations and as such, some potential
conductors’ geometries would have been poorly coupled and likely undetectable if present.
➢ VTEM was deemed partly ineffective in places due to noise from conductive regolith,
Induced Polarization (IP) and superparamagnetic effects (SPM), masking late time
responses.
➢ Follow up ground EM was not completed on recognised VTEM anomalies.
➢ Drilling to date has not effectively tested the anomalies
Results from the review have confirmed six base metal target areas with anomalous, moderate to
strong, mid and late time responses. It was recommended by Southern Geoscience Consultants to
use a high power ~100-200A, low base frequency, HT SQUID Bfield sensor and optimal slingram
sensor offset to overcome any IP/SPM issues in the near surface and provide low noise surveying
over all six target areas.
Work on all aspects of exploration to date support the prospective potential of the six ineffectively or
untested EM anomalies so far identified.
HP MLTEM Surveys as specified by Southern Geoscience Consultants commenced during June
and were completed in August.
BYRO INDUSTRIAL MAGNETITE PROJECT
During the period under review Athena has undertaken additional test work defining the magnetic
characteristic of the Byro Industrial Magnetite. The results of this confirm the suitability for retrieval
and re-use in multiple industrial processing applications.
Further work has been conducted to confirm suitability for dense media separation for the coal
washing industry. The product is well within international specifications.
The test work to date confirms the Athena product is suited to relatively high value markets as
opposed to steel making, which sets it apart from other typical Mid-West deposits.
A small amount of by product may be sent to steel mills for blending with lower grade ore.
Market research on uses for high purity magnetite indicates that there is a significant offtake
opportunity for the Athena product in a number of industries.
During the current season Athena intends to conduct further drilling at Byro to upgrade the 2004
JORC compliant Inferred Resource to Indicated both in tonnage and to the revised 2012 JORC
Code.
Athena Resources Limited
Page 5
DIRECTORS’ REPORT (continued)
Corporate
The Company’s Shares have been suspended from trading since 13 August 2019.
During the year ended 30 June 2021 the Company has raised $1,089,000 including $785,000 from
a Hong Kong Investor and $304,000 from CPS Capital. On 23 June 2021 the Company entered into
an underwriting agreement with CPS Capital to fully underwrite a Rights Issue Offer of $2,888,270.
On 15 July 2021 a Prospectus was lodged with ASX and ASIC for this Offer.
During the year ended 30 June 2021 applications were received from Directors and Officers for
shares in conversion of fee arrears of $567,200 and Directors agreed to the write off of $414,600.
The issue of the shares was approved at a General Meeting of Shareholders on 30 July 2021 and
allotted on 2 August 2021.
As announced on ASX on 23 June 2021, on the basis of the Capital Raisings, the restructure of
Company debt, Board changes and proposed future exploration activities, the Company lodged
submissions with the ASX for confirmation that the Company will comply with Chapter 12 of the
Listing Rules and be reinstated to trading. In particular the Company sought confirmation that the
Company’s level of operations and financial condition will be sufficient to satisfy ASX Listing Rules
12.1 and 12.2, and of the conditions that ASX would impose on the Company’s reinstatement.
On 15 July 2021 a Prospectus was lodged with ASX and ASIC which contains an offer for a non-
renounceable entitlement issue of one (1) Share for every one (1) Share held by those
Shareholders registered at the Record Date at an issue price of $0.008 per Share to raise up to
$2,888,270.
The Company entered an underwriting agreement with CPS Capital dated 23 June 2021 for CPS
Capital to fully underwrite the Offer. Upon completion of the rights issue offer on 10 August 2021
together with the $304,000 raised on 25 June 2021, the Company has raised a total of $3,192,270
(before costs).
DIRECTORS
The names of directors who held office during or since the end of the year and until the date of this
report are as follows. Directors were in office for this entire period unless otherwise stated:
Name
Office
Appointed
Resigned
David Arthur Webster
Edmond William Edwards
Hau Wan Wai
David Colin Wheeler
Frank Robert Knezovic
Non-Executive Chairman
Executive Director
Executive Director
Non-Executive Director
Non-Executive Director
30 June 2021
30 June 2021
30 June 2021
PARTICULARS OF DIRECTORS AND COMPANY SECRETARIES
Edmond William Edwards
Executive Director and Joint Company Secretary
Qualifications
Mr Edwards is a Chartered Accountant with a Bachelor of Commerce from the University of
Western Australia.
Athena Resources Limited
Page 6
DIRECTORS’ REPORT (continued)
Experience
Mr Edwards has over 40 years of experience in the mining industry in Western Australia. He has
previously been Executive Director or Finance Director of a number of listed mining and exploration
companies having taken many of these companies through the initial public offering, then
exploration, feasibility and finally into production.
Interest in Shares
38,128,831 Fully Paid Shares
Special Responsibilities
Mr Edwards is responsible for the financial management of the Company and is also a Joint
Company Secretary.
Directorships held in listed entities
In the 3 years immediately before the end of the financial year Mr Edwards did not serve as a
director of any other listed companies.
Hau Wan Wai
Experience
Executive Director
Hau Wan Wai (John) graduated from The University of Regina Canada in 1998 with a Bachelor of
Administration, Major in Marketing. John speaks Mandarin, Cantonese and English. He was born
and resides in Hong Kong. John is also the executive director of Brilliant Glory Industrial
Corporation Ltd, the Hong Kong company which is the 100% parent of Brilliant Glory Investments.
He has twenty years of international trade and relations experience having started his career as a
merchandiser. He specialises in management of overseas customers to locate the sourcing of
materials for mainland China in many different fields, and especially in Mineral resources.
Interest in Shares
43,000,000 Fully Paid Shares
Special Responsibilities
Mr Wai is responsible for the promotion of the Company in China.
Directorships held in listed entities
In the 3 years immediately before the end of the financial year Mr Wai did not serve as a director of
any other listed companies.
Athena Resources Limited
Page 7
DIRECTORS’ REPORT (continued)
David Colin Wheeler
Non-Executive Director
Experience
David has more than 30 years of Senior Executive Management, Directorships, and Corporate
Advisory experience. He is a foundation Director and Partner of Pathways Corporate a boutique
Corporate Advisory firm that undertakes assignments on behalf of family offices, private clients, and
ASX listed companies.
David has engaged in business projects in the USA UK Europe NZ China Malaysia Singapore and
the Middle East.
David has experience on public and private company boards and currently holds several
Directorships and Advisory positions in Australian companies.
David is a fellow of the Australian Institute of Company Directors (FAICD) (since 1990).
Interest in Shares
None
Special Responsibilities
None
Directorships held in listed entities
In the 3 years immediately before the end of the financial year Mr Wheeler has served as a Director
of the following listed companies:
Company
Appointed
Resigned
Protean Energy Ltd
PVW Resources (previously Thred Ltd)
Ragnar Metals Ltd
Avira Resources Ltd
Tyranna Resources Ltd
Syntonic Ltd
Blaze International Ltd
Delecta Ltd
Health House International Ltd
Cycliq Resources Ltd
Ultracharge Ltd
Antilles Oil and Gas NL
Eneabba Gas Ltd
May 2017
August 2017
December 2017
September 2018
October 2019
November 2019
March 2020
June 2020
April 2021
June 2021
December 2015
February 2016
October 2017
August 2019
November 2018
June 2020
Athena Resources Limited
Page 8
DIRECTORS’ REPORT (continued)
Frank Robert Knezovic
Non-Executive Director
Experience
Frank is a lawyer and co-founding director of legal firm Nova Legal. Frank has for more than 20
years advised public and private companies, directors, corporate advisors, broking firms, insolvency
practitioners and financial services providers on a broad range of corporate and commercial
matters.
Frank has extensive experience in advising on capital raisings (both IPO and post-IPO) asset
acquisitions and disposals, takeovers, mergers and acquisitions, corporate reconstructions and
insolvency, directors’ duties, general corporate and commercial advice, and regulatory and strategic
advice.
Frank is a member of the Australian Institute of Company Directors and the Association of Mining
and Exploration Companies.
Interest in Shares
None
Special Responsibilities
None
Directorships held in listed entities
In the 3 years immediately before the end of the financial year Frank was a Director of Hyperion
Metals Limited between 23 January 2020 and 29 December 2020.
Peter John Newcomb
Joint Company Secretary
Qualifications
Mr Newcomb is a Fellow of the Institute of Chartered Accountants in England and Wales and a
member of Chartered Accountants Australia and New Zealand.
Experience
Mr Newcomb has over 40 years professional and commercial experience working in a number of
industries and locations including London, Scotland, Singapore and Perth. The majority of his
experience over the last ten years has been in the Resources industry in Western Australia.
PRINCIPAL ACTIVITIES
The principal activity of the Group during the year was mineral exploration in Australia.
Athena Resources Limited
Page 9
DIRECTORS’ REPORT (continued)
OPERATING AND FINANCIAL REVIEW
Review of Operations
A review of operations of the Group during the financial year is contained in the Review of
Operations section at the start of the Directors’ Report.
2021
$
2020
$
Consolidated profit/(loss) after income tax for the financial year
343
(334,018)
Financial Position
At 30 June 2021 the Company has cash reserves of $130,031.
Dividends
No dividends were paid during the year and no recommendation is made as to dividends.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
In the opinion of the Directors, there were no significant changes in the state of affairs of the Group
that occurred during the financial year under review not otherwise disclosed in this report or in the
consolidated accounts.
MATTERS SUBSEQUENT TO THE END OF FINANCIAL YEAR
Except as stated in Note 26, since the end of the financial year under review and until the date of
this report, there has not arisen any matter, transaction or event of a material and unusual nature
likely, in the opinion of the directors of the Company, to significantly affect the operations of the
consolidated entity, in subsequent financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The Company intends to continue its exploration activities with a view to the commencement of
mining operations as soon as possible.
Further information on likely developments in the operations of the Group and the expected results
of operations have not been included in this report because the Directors believe it would be likely
to result in unreasonable prejudice to the Company.
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the Company’s Directors held during the
year ended 30 June 2021, and the number of meetings attended by each Director.
These meetings included matters relating to the Remuneration and Nomination Committees of the
Company.
Athena Resources Limited
Page 10
DIRECTORS’ REPORT (continued)
David Arthur Webster
Edmond William Edwards
Hau Wan Wai
David Colin Wheeler
Frank Robert Knezovic
Number eligible to
attend
3
3
3
-
-
Number attended
2
3
3
-
-
The Company also attended to other Board business via several circular resolutions of the Board.
AUDIT COMMITTEE
The audit committee at the date of this report was comprised of the non-executive director Mr D
Wheeler.
During the year ended 30 June 2021, the former audit committee comprising Mr D Webster held
two meetings.
Athena Resources Limited
Page 11
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED)
This report details the nature and amount of remuneration for each member of the key management
personnel of Athena Resources Limited.
The following persons acted as directors during or since the end of the financial year:
David Arthur Webster
Edmond William Edwards
Hau Wan Wai
David Colin Wheeler
Frank Robert Knezovic
Non-Executive Chairman
Executive Director
Executive Director
Non-Executive Director
Non-Executive Director
The Company has no other key management personnel.
The information provided in the remuneration report includes remuneration disclosures that are
required under Accounting Standards AASB 124 “Related Party Disclosures”. These disclosures
have been transferred from the financial report and have been audited.
Remuneration policy
The board policy is to remunerate directors at market rates for time, commitment and
responsibilities. The board determines payment to the 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 directors’ fees that can be paid is
subject to approval by shareholders in general meeting, from time to time. Fees for non-executive
directors are not linked to the performance of the consolidated entity. However, to align directors’
interests with shareholder interests, the directors are encouraged to hold securities in the Company.
The Company’s aim is to remunerate at a level that will attract and retain high-calibre directors and
employees. Company officers and directors are remunerated to a level consistent with the size of
the Company.
All remuneration paid to directors and executives is valued at the cost to the Company and
expensed.
Performance-based remuneration
The Company does not pay any performance-based component of remuneration.
Directors’ Remuneration
No salaries, commissions, bonuses or superannuation were paid or payable to directors during the
year. Remuneration was by way of fees (as detailed below) paid monthly in respect of invoices
issued to the Company by the Directors or Companies associated with the Directors in accordance
with agreements between the Company and those entities. No other short-term or long-term
benefits were provided during the current or prior year. Details of the agreements are set out below.
Athena Resources Limited
Page 12
DIRECTORS’ REPORT (continued)
Agreements in respect of cash remuneration of Directors
Mr. Edwards is an Executive Director responsible for the financial operations of the Company. The
Company has an agreement with Tied Investments Pty Ltd to provide the management services of
Mr. Edwards to the Company in relation to its corporate activities on normal commercial terms and
conditions. An annual fee of $150,000 excluding GST was paid during the year. Mr. Edwards is a
director of Tied Investments Pty Ltd. The Company may terminate the contract by giving six
months’ notice. Tied Investments Pty Ltd may terminate by giving six months’ notice. At the date of
this report Tied Investments Pty Ltd is under contract for $10,000 per month in respect of services
provided by Mr Edwards.
No fees were paid to any other Directors during the year ended 30 June 2021.
The Directors are entitled to reimbursement of out-of-pocket expenses incurred whilst on Company
business.
The total remuneration paid to directors is summarised below:
Year ended 30 June 2021
Director
Associated Company
E W Edwards
Tied Investments Pty Ltd
Year ended 30 June 2020
Director
Associated Company
E W Edwards
D A Webster
Tied Investments Pty Ltd
Cobpen Co Investments Pty Ltd
Fees
$
Total
$
150,000
150,000
150,000
150,000
Fees
$
135,000
36,000
171,000
Total
$
135,000
36,000
171,000
Aggregate amounts payable to Directors and their personally related entities at 30 June 2021.
Current
Accounts Payable (including GST)
Services provided by Director
Services provided by related party
Loans – Mr D Webster
2021
$
33,000
52,484
40,000
125,484
2020
$
814,600
-
100,000
914,600
During the year net repayments of unsecured interest free loans were made to Directors as follows:
Mr Edwards
Mr Wai
$20,000
$20,000
There were no performance related payments, option or share based payments, superannuation
payments or other benefits made during the year.
Athena Resources Limited
Page 13
DIRECTORS’ REPORT (continued)
Directors’ Shareholdings in the Company
Director
Hau Wan Wai
E W Edwards
D A Webster
D C Wheeler
F R Knezovic
Balance
1 July 2020
Issued during
the year
Balance
30 June 2021
43,000,000
38,128,831
12,364,747
-
-
93,493,578
-
-
-
-
-
-
43,000,000
38,128,831
12,364,747
-
-
93,493,578
The shareholding disclosed for Hau Wan Wai is held in Brilliant Glory Industrial Corp Ltd of which
Hau Wan Wai is sole Director.
The Company received no specific feedback on its Remuneration Report at the 2020 Annual
General Meeting.
End of Remuneration Report
SHARE OPTIONS
As at the date of this report, there were no options over unissued ordinary shares in the parent
entity.
ENVIRONMENTAL ISSUES
The Group has conducted exploration activities on mineral tenements. The right to conduct these
activities is granted subject to environmental conditions and requirements. The Group aims to
ensure a high standard of environmental care is achieved and, as a minimum, to comply with
relevant environmental regulations. There have been no known breaches of any of the
environmental conditions.
INDEMNIFICATION OF DIRECTORS
During the financial year, the Company has given an indemnity or entered into an agreement to
indemnity as follows:
The Company has entered into agreements with Mr E Edwards, Mr D Webster and Mr H Wai to
indemnify them against any liability incurred by them as an officer of the Company including costs
and expenses of successfully defended legal proceedings.
AUDITOR
HLB Mann Judd continues in office in accordance with section 327 of the Corporations Act 2001.
NON-AUDIT SERVICES
No non-audit services were provided by our auditors, HLB Mann Judd, during the year ended 30
June 2021.
Athena Resources Limited
Page 14
DIRECTORS’ REPORT (continued)
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration as set out on page 16 has been received for the year
ended 30 June 2021 and forms part of this directors’ report.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the Company or
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 any part of those proceedings.
The Company was not a party to any such proceedings during the year.
Signed in accordance with a resolution of the directors.
...............................................................
E W EDWARDS
Executive Director
Dated at Perth this 17th day of August, 2021.
Athena Resources Limited
Page 15
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Athena Resources Limited for
the year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have
been no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
17 August 2021
M R Ohm
Partner
Page 16
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2021
PROFIT & LOSS
Expenses
Directors’ remuneration
Salaries and employee costs
Legal and professional
Office and communication
Listing and share registry
Financial expenses
Depreciation
Loss on disposal of fixed assets
Other expenses
Note
Consolidated
2021
$
2020
$
150,000
198,272
165,100
15,692
42,563
11,681
1,266
-
13,191
7
171,000
144,300
69,600
67,523
31,308
12,082
5,667
1,376
57,833
Total Expenses
597,765
560,689
Recoveries to capitalised exploration
8
(205,400)
(200,300)
Expenses net of recoveries
392,365
360,389
Other income
2
392,708
26,371
PROFIT/(LOSS) BEFORE INCOME TAX BENEFIT
343
(334,018)
Income tax benefit
4
-
-
NET PROFIT/(LOSS) FOR THE YEAR
343
(334,018)
Other comprehensive income
-
-
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR
343
(334,018)
Basic earnings/(loss) per share (cents per share)
23
0.00
(0.11)
These financial statements should be read in conjunction with the accompanying notes.
Athena Resources Limited
Page 17
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021
BALANCE SHEET
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Total Current Assets
NON-CURRENT ASSETS
Plant and equipment
Mineral exploration and evaluation
Total Non-Current Assets
TOTAL ASSETS
Trade creditors and accruals
Deferred creditors
Annual leave provision
Other provisions
Related party loans
Note
Consolidated
2021
$
2020
$
130,031
70,810
17,992
34,737
200,841
52,729
-
9,247,238
1,266
8,839,163
9,247,238
8,840,429
9,448,079
8,893,158
214,023
-
26,345
22,623
40,000
314,801
981,800
-
-
100,000
5
6
7
8
9
10
11
Total Current Liabilities
302,991
1,396,601
NON-CURRENT LIABILITIES
Long service leave provision
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Accumulated losses
TOTAL EQUITY
49,527
49,527
-
-
352,518
1,396,601
9,095,561
7,496,557
13
12
16,543,107
(7,447,546)
9,095,561
14,944,446
(7,447,889)
7,496,557
These financial statements should be read in conjunction with the accompanying notes.
Athena Resources Limited
Page 18
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2021
EQUITY
Consolidated
Year ended 30 June 2020
Balance at 1 July 2019
Entitlements Issue
Issue costs
Comprehensive loss for the year
Balance at 30 June 2020
Year ended 30 June 2021
Balance at 1 July 2020
Share issues
Issue costs
Comprehensive income for the year
Balance at 30 June 2021
Issued
Capital
$
Accumulated
Losses
$
Total
$
13,920,293
1,037,900
(13,747)
-
14,944,446
14,944,446
1,656,200
(57,539)
-
16,543,107
(7,113,871)
-
-
(334,018)
(7,447,889)
(7,447,889)
-
-
343
(7,447,546)
6,806,422
1,037,900
(13,747)
(334,018)
7,496,557
7,496,557
1,656,200
(57,539)
343
9,095,561
These financial statements should be read in conjunction with the accompanying notes.
Athena Resources Limited
Page 19
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2021
CASH FLOW
Note
Consolidated
2021
$
2020
$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers
Interest received
(291,763)
4
(308,597)
46
Net Cash (Outflow) from Operating Activities
14
(291,759)
(308,551)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for mineral exploration and evaluation
(625,202)
(497,270)
Net Cash (Outflow) From Investing Activities
(625,202)
(497,270)
CASH FLOWS FROM FINANCING ACTIVITIES
Share issues
Repayments of borrowings from related parties
Proceeds from borrowings from related parties
Proceeds from borrowings from non-related parties
13
11
1,089,000
(60,000)
-
-
671,000
(65,400)
53,500
158,800
Net Cash Inflow from Financing Activities
1,029,000
817,900
Net increase in cash held
112,039
12,079
Cash and cash equivalents at beginning of the financial year
17,992
5,913
Cash and cash equivalents at the end of the financial year
5
130,031
17,992
These financial statements should be read in conjunction with the accompanying notes.
Athena Resources Limited
Page 20
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 1 – STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Statement of Compliance
The financial statements are general purpose financial statements, which have been prepared in
accordance with the requirements of the Corporations Act 2001, Accounting Standards and
Interpretations and complies with other requirements of the law. The financial statements have
also been prepared on a historical cost basis. Cost is based on the fair values of the consideration
given in exchange for assets. For the purpose of preparing the consolidated financial statements,
the Company is a for-profit entity.
The financial report is presented in whole Australian dollars.
The financial statements have been prepared on the going concern basis, which contemplates the
continuity of normal business activity and the commercial realisation of the Group’s assets and
the settlement of liabilities in the normal course of business.
The accounting policies detailed below have been consistently applied to all of the years
presented unless otherwise stated. The financial statements are for the Group consisting of
Athena Resources and its subsidiaries.
Basis of Preparation
This report has been prepared on a historical cost basis. Cost is based on the fair value of the
consideration given in exchange for assets. The Company is domiciled in Australia and all
amounts are presented in Australian dollars, unless otherwise noted.
Reporting Basis and Conventions (Going Concern)
The financial report has been prepared on the basis of accounting principles applicable to a
going concern, which assumes the commercial realisation of the future potential of Athena’s
assets and the discharge of its liabilities in the normal course of business.
On 15 July 2021 a Prospectus was lodged with ASX and ASIC which contains an offer for a non-
renounceable entitlement issue of one (1) Share for every one (1) Share held by those
Shareholders registered at the Record Date at an issue price of $0.008 per Share to raise up to
$2,888,270.
The Company entered an underwriting agreement with CPS Capital dated 23 June 2021 for CPS
Capital to fully underwrite the Offer. Upon completion of the rights issue offer on 10 August 2021
together with the $304,000 raised on 25 June 2021, the Company has raised a total of
$3,192,270 (before costs).
Significant accounting judgements and key estimates
The preparation of the financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts in the financial statements.
Management continually evaluates its judgements and estimates in relation to assets, liabilities,
contingent liabilities, revenue and expenses.
Management bases its judgements, estimates and assumptions on historical experience and on
other various factors, including expectations of future events, management believes to be
reasonable under the circumstances.
Athena Resources Limited
Page 21
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
The resulting accounting judgements and estimates will seldom equal the related actual results.
The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amount Mineral exploration and evaluation (Note 8) within the next
financial year are discussed below.
Exploration and evaluation costs
Exploration and evaluation costs have been capitalised on the basis that the consolidated entity
will commence commercial production in the future, from which time the costs will be amortised
in proportion to the depletion of the mineral resources. Key judgements are applied in
considering costs to be capitalised which includes determining expenditures directly related to
these activities and allocating overheads between those that are expensed and capitalised. In
addition, costs are only capitalised that are expected to be recovered either through successful
development or sale of the relevant mining interest. Factors that could impact the future
commercial production at the mine include the level of reserves and resources, future technology
changes, which could impact the cost of mining, future legal changes and changes in commodity
prices. To the extent that capitalised costs are determined not to be recoverable in the future,
they will be written off in the period in which this determination is made.
Adoption of New and Revised Standards
In the year ended 30 June 2021, the directors have reviewed all of the new and revised
Standards and Interpretations issued by the AASB that are relevant to the Group’s operations
and effective for annual reporting periods beginning on or after 1 July 2020.
It has been determined by the directors that there is no impact, material or otherwise, of the new
and revised standards and interpretations on the Group’s business and therefore, no change is
necessary to Group accounting policies.
The directors have also reviewed all new Standards and Interpretations that have been issued
but are not yet effective for the year ended 30 June 2021. As a result of this review the directors
have determined that there is no impact, material or otherwise, of the new and revised Standards
and Interpretations on the Group’s business and, therefore, no change necessary to Group
accounting policies.
Segment Reporting
Operating segments are reported in a manner that is consistent with the internal reporting
provided to the chief operating decision maker. The chief operating decision maker has been
identified as the Board of Athena Resources Limited.
Accounting Policies
(a)
Principles of Consolidation
A controlled entity is any entity controlled by Athena Resources Limited. Control exists where
Athena Resources Limited has the capacity to dominate the decision making in relation to the
financial and operating policies of another entity so that the other entity operates with Athena
Resources Limited to achieve the objectives of Athena Resources Limited. All controlled entities
have a 30 June financial year-end.
All intercompany balances and transactions between entities in the consolidated entity, including
any unrealised profit or losses, have been eliminated on consolidation. Accounting policies of
Athena Resources Limited
Page 22
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
subsidiaries have been changed where necessary to ensure consistencies with those policies
applied by the parent entity.
Where controlled entities have entered or left the Group during the year, their operating results
have been included from the date control was obtained or until the date control ceased.
(b)
Income Tax
The charge for current income tax expenses is based on the profit for the year adjusted for any
non-assessable or disallowable items. It is calculated using tax rates that have been enacted or
are substantively enacted by the balance date.
Deferred tax is accounted for in respect of temporary differences arising between the tax bases
of assets and liabilities and their carrying amount in the financial statements. No deferred income
tax will be recognised from the initial recognition of an asset or liability, excluding a business
combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset
is realised, or liability is settled. Deferred tax is credited in the statement of comprehensive
income except where it relates to items that may be credited directly to equity, in which case the
deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits
will be available against which deductible temporary differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the
assumption that no adverse change will occur in income taxation legislation and the anticipation
that the Group will derive sufficient future assessable income to enable the benefit to be realised
and comply with the conditions of deductibility imposed by the law.
(c)
Plant and Equipment
Plant and equipment are measured on the cost basis less accumulated depreciation and
accumulated impairment losses.
The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not
in excess of the recoverable amount from these assets. The recoverable amount is assessed on
the basis of the expected net cash flows which will be received from the asset’s employment and
subsequent disposal. The expected net cash flows have been discounted to their present values
in determining recoverable amounts.
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 consolidated benefits associated with the item
will flow to the Group and the cost of the item can be measured reliably. All other repairs and
maintenance are charged to the statement of comprehensive income during the financial period
in which they are incurred.
(d) Depreciation
The depreciable amount of all fixed assets including capitalised lease assets, but excluding
computers, is depreciated on a reducing balance commencing from the time the asset is held
ready for use. Computers are depreciated on a straight-line basis over their useful lives to the
consolidated entity commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Athena Resources Limited
Page 23
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Class of Fixed Asset
Plant and Equipment
Depreciation Rate
15 – 50%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each
balance date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount.
These gains and losses are included in the statement of comprehensive income. When revalued
assets are sold, amounts included in the revaluation reserve relating to that asset are transferred
to accumulated losses.
(e) Mineral Exploration and Evaluation Expenditure
Exploration and evaluation expenditure incurred is either written off as incurred or accumulated in
respect of each identifiable area of interest. Tenement acquisition costs are initially capitalised.
Costs are only carried forward to the extent that they are expected to be recouped through the
successful development of the areas, sale of the respective areas of interest or where activities
in the area have not yet reached a stage, which permits reasonable assessment of the existence
of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full in the year in which the
decision to abandon the areas is made.
When production commences, the accumulated costs for the relevant area of interest are
amortised over the life of the area according to the rate of depletion of the economically
recoverable reserves.
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.
Restoration, rehabilitation and environmental costs necessitated by exploration and evaluation
activities are expensed as incurred and treated as exploration and evaluation expenditure.
(f)
Impairment of Assets
At each reporting date, the Directors review the carrying values of its tangible and intangible
assets to determine whether there is any indication that those assets have been impaired. If such
an indication exists, the recoverable amount of the assets, being the higher of the asset’s fair
value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of
the asset’s carrying value over its recoverable amount is expensed to the statement of
comprehensive income.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
(g)
Provisions
Provisions are recognised where there is a legal or constructive obligation, as a result of past
events, for which it is probable that an outflow of economic benefits will result, and that outflow
can be reliably measured.
Athena Resources Limited
Page 24
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
(h) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks and other
short-term highly liquid investments with original maturities of three months or less.
(i)
Revenue
Interest revenue is recognised on a proportional basis taking into account the interest rates
applicable to the financial assets.
All revenue is stated net of the amount of goods and service tax (GST).
(j)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the
amount of GST incurred is not recoverable from the Australian Tax Office. In these
circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of
an item of the expenses. Receivables and payables in the statement of financial position are
shown inclusive of GST.
(k)
Issued Capital
Issued and paid up capital is recognised at the fair value of the consideration received by the
Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in
equity as a reduction of the share proceeds received.
(l)
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to
changes in presentation for the current financial year.
Athena Resources Limited
Page 25
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 2 – OTHER INCOME
Interest received
Covid-19 Cash Boost
Directors’ fee arrears written off (net of GST)
Total revenue
Consolidated
2021
$
4
15,795
376,909
392,708
2020
$
46
26,325
-
26,371
NOTE 3 – LOSS FROM ORDINARY ACTIVITIES BEFORE TAX EXPENSE
Expenses
Depreciation of non-current assets:
Office furniture and equipment
Motor vehicles
Total depreciation of non-current assets
NOTE 4 – INCOME TAX
-
1,266
1,266
642
5,025
5,667
No income tax is payable by Athena as each entity in the Group incurred a loss for tax purposes for
the year and each has available recoupable income tax losses at balance date. The aggregate of
income tax attributable to the financial year differs from the amount calculated on the operating loss.
The differences are calculated as follows:
Profit/(Loss) for the year
Income tax calculated at 27.5% (2020 27.5%)
Deferred tax asset not recognised
Income Tax Attributable to Operating Profit/Loss
Consolidated
2021
$
2020
$
343
(334,018)
94
(94)
-
(91,855)
91,855
-
Athena Resources Limited
Page 26
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Tax Losses for the year
(Profit)/Loss for the year
Tax free income – cash boost
Disallowable expenses
Timing differences on depreciation of assets
Exploration expenditure
Provisions movement
Legal costs deemed to be capital transferred to Section 40-880
Section 40-880 claim
Tax loss for the year
Accumulated Tax Losses
Tax losses brought forward
Current year loss
Tax losses carried forward
Section 40-880
Consolidated
2021
$
2020
$
(343)
15,795
(5,123)
2,424
408,075
(88,547)
(60,668)
30,890
334,018
26,325
(11,014)
190
429,279
-
-
19,220
302,503
798,018
14,050,791
302,503
14,353,294
13,252,773
798,018
14,050,791
Balance brought forward
Share Issue costs per Balance Sheet (Note 13)
Legal costs deemed to be capital
Claim for the year
Balance carried forward – available for claim in future years
24,495
57,539
60,668
(30,890)
111,812
29,968
13,747
-
(19,220)
24,495
The potential deferred tax asset has not been brought to account in the financial report at 30 June
2021 as the Directors do not believe it is appropriate to regard the realisation of the asset as
probable. This asset will only be obtained if:
(a) The Company and its controlled entities derive future assessable income of an amount and
type sufficient to enable the benefit from the deductions for the tax losses and the
unrecouped exploration expenditure to be realised;
The Company and its controlled entities continue to comply with the conditions for
deductibility imposed by tax legislation; and
(c) No changes in tax legislation adversely affect the Company and its controlled entities in
realising the benefit from the deductions for the tax losses and unrecouped exploration
expenditure.
Franking Credits
No franking credits are available at balance date for the subsequent financial year.
Athena Resources Limited
Page 27
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 5 – CASH AND CASH EQUIVALENTS
Cash at bank and on hand
NOTE 6 – TRADE AND OTHER RECEIVABLES
Current
Debtors
Prepaid Tenement Rent
GST Receivable
NOTE 7 – PLANT AND EQUIPMENT
Consolidated
2021
$
130,031
130,031
2020
$
17,992
17,992
-
54,416
16,394
70,810
4,872
-
29,865
34,737
Year ended 30 June 2020
Balance at 1 July 2019
Additions
Disposals
Depreciation Charge
Balance at 30 June 2020
Year ended 30 June 2021
Balance at 1 July 2020
Additions
Disposals
Depreciation Charge
Balance at 30 June 2021
Cost
$
201,554
-
(130,198)
-
71,356
71,356
-
-
-
71,356
Accumulated
Depreciation
Net Book
Value
$
(193,245)
-
128,822
(5,667)
(70,090)
(70,090)
-
-
(1,266)
(71,356)
$
8,309
-
(1,376)
(5,667)
1,266
1,266
-
-
(1,266)
-
Athena Resources Limited
Page 28
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 8 – MINERAL EXPLORATION AND EVALUATION
Consolidated
2021
$
2020
$
Balance at 1 July 2020
8,839,163
8,409,884
Expenditure during the year on external costs and services
Overheads recovered through timesheet allocations
202,675
205,400
228,979
200,300
Balance at 30 June 2021
9,247,238
8,839,163
The recoupment of costs carried forward in relation to areas of interest in the exploration and
evaluation phase is dependent on the successful development and commercial exploitation or sale of
the respective areas.
NOTE 9 – TRADE CREDITORS
Current
External trade creditors
Reclassified deferred creditors
149,698
64,325
214,023
314,801
-
314,801
Athena Resources Limited
Page 29
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 10 – DEFERRED CREDITORS
Year to June 2020
1 July 2019
E Edwards (Director)
D Webster (Director)
R Kandiah
P Newcomb
$
495,000
280,000
35,200
152,000
962,200
Fees
(inc GST)
$
148,500
39,600
-
44,000
232,100
Payment
30 June 2020
$
$
(148,500)
-
-
(64,000)
(212,500)
Year to June 2021
1 July 2020
E Edwards (Director)
D Webster (Director)
R Kandiah
P Newcomb
$
495,000
319,600
35,200
132,000
981,800
Fees
(inc GST)
$
Settlement
(see below)
$
165,000
-
-
81,925
246,925
(627,000)
(319,600)
(35,200)
(182,600)
(1,164,400)
The balance of $64,325 has been reclassified as Trade Creditors. See Note 9.
Settlement
Write-off
E Edwards (Director)
D Webster (Director)
R Kandiah
P Newcomb
$
245,000
169,600
-
-
414,600
Share
Conversion
$
250,000
150,000
35,200
132,000
567,200
Payment
$
132,000
-
-
50,600
182,600
NOTE 11 – RELATED PARTY LOANS
495,000
319,600
35,200
132,000
981,800
30 June 2021
$
33,000
-
-
31,325
64,325
Total
$
627,000
319,600
35,200
182,600
1,164,400
During the year, Directors and the Company Secretary extended unsecured interest free loans to the
Company, for the purpose of supporting short-term cash flow as follows:
Officer
1 July 2020
$
Advances
$
Payment
$
30 June 2021
$
E Edwards (Director)
D Webster (Director)
H Wai (Director)
P Newcomb
20,000
40,000
20,000
20,000
100,000
-
-
-
-
-
(20,000)
-
(20,000)
(20,000)
(60,000)
-
40,000
-
-
40,000
Athena Resources Limited
Page 30
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 12 – RESERVES AND ACCUMULATED LOSSES
Balance at beginning of the year
Net Profit/(Loss) for the year
Balance at end of the year
NOTE 13 – CONTRIBUTED EQUITY
Issued Capital
As at 1 July 2020
Issued during the year for cash
Issued during the year loan conversions
Share issue costs
Unissued Capital
Applications received subject to shareholder approval
As at 30 June 2021
As at 1 July 2020
Issued during the year for cash
Unissued Capital
Applications received subject to shareholder approval
As at 30 June 2021
Consolidated
2021
$
(7,447,889)
343
(7,447,546)
2020
$
(7,113,871)
(334,018)
(7,447,889)
$
$
14,944,446
1,089,000
-
(57,539)
15,975,907
13,920,293
671,000
366,900
(13,747)
14,944,446
567,200
16,543,107
-
14,944,446
Shares
Shares
300,605,208
60,428,571
361,033,779
270,950,922
29,654,286
300,605,208
70,900,000
431,933,779
-
300,605,208
During the year applications were received from Directors and Officers for shares in conversion of fee
arrears. This issue of these shares was approved by shareholders on 30 July 2021. See Note 10
Share Conversion.
At a General Meeting of the Company held on 30 July 2021 shareholders approved this issue.
Athena Resources Limited
Page 31
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 14 – STATEMENT OF CASH FLOWS
Reconciliation of profit/(loss) after income tax to net operating cash flows
Consolidated
2021
$
2020
$
Profit/(Loss) from ordinary activities
343
(334,018)
Depreciation
Directors fee arrears written off
Loss on disposal of fixed assets
Share issue costs
Movement in assets and liabilities
1,266
(414,600)
-
(57,539)
5,667
-
1,376
(13,747)
Receivables and prepayments
Payables and provisions
Net cash outflow from operating activities
18,343
160,428
(291,759)
2,302
29,869
(308,551)
NOTE 15 – FINANCIAL INSTRUMENTS
The Directors have assessed that the carrying value of financial assets and financial liabilities
approximate their fair value at balance date.
NOTE 16 – COMMITMENTS FOR EXPENDITURE
Mineral Tenement Leases
In order to maintain current rights of tenure to mining tenements, the Group will be required to outlay
amounts of $3,809,300 (2020: $3,951,995) in respect of minimum tenement expenditure requirements
and lease rentals. The obligations are not provided for in the financial report and are payable as
follows:
Not later than one year
Later than 1 year but not later than 2 years
Later than 2 years but not later than 5 years
Consolidated
2021
$
761,860
761,860
2,285,580
3,809,300
2020
$
790,399
790,399
2,371,197
3,951,995
The Company has a number of avenues available to continue the funding of its current exploration
program and as and when decisions are made, the Company will disclose this information to
shareholders.
Athena Resources Limited
Page 32
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 17 – CONTINGENT LIABILITIES
Athena Resources Limited and its controlled entities have no known material contingent liabilities as
at 30 June 2021.
NOTE 18 – INVESTMENT IN CONTROLLED ENTITIES
Class of
Shares
Book Value of Athena’s
Investments
Complex Exploration Pty Ltd
Capricorn Resources Pty Ltd
Byro Exploration Pty Ltd
Ordinary
Ordinary
Ordinary
100%
100%
100%
2021
$
100
200
1,390,000
1,390,300
2020
$
100
200
1,390,000
1,390,300
The above controlled entities are incorporated in Australia.
The book value of Athena Resources Limited’s investment in the ordinary shares of controlled entities
is at cost, which does not exceed the underlying net assets of each entity.
Byro Exploration Pty Ltd is a wholly owned subsidiary of Complex Exploration Pty Ltd.
NOTE 19 – SEGMENT INFORMATION
During the year the Group operated principally in one business segment being mineral exploration
within Australia.
NOTE 20 – KEY MANAGEMENT PERSONNEL
(a)
Directors
The names and positions of Directors in office at any time during the financial year are:
David Arthur Webster
Edmond William Edwards
Hau Wan Wai
David Colin Wheeler
Frank Roberts Knezovic
Non-Executive Chairman
Executive Director
Executive Director
Non-Executive Director
Non-Executive Director
(b)
Remuneration Polices
Remuneration policies are disclosed in the Remuneration Report which is contained in the Directors’
Report.
Athena Resources Limited
Page 33
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
(c)
The total remuneration paid to Directors is summarised below:
Year ended 30 June
Short-term employee benefits
Post-employment benefits
Other-long term benefits
Other – based payments
Consolidated
2021
$
150,000
-
-
-
150,000
2020
$
171,000
-
-
-
171,000
d)
Aggregate amounts payable to Directors and their personally related entities.
Current
Accounts payable
Loans
NOTE 21 – RELATED PARTY INFORMATION
Transactions within the Group
Non-current receivables – Controlled Entities
Less : Provision for non recovery
Consolidated
2021
$
85,484
40,000
125,484
2020
$
849,800
80,000
929,800
Parent Entity
2021
$
2020
$
10,802,723
(1,554,985)
9,247,738
10,394,650
(1,554,985)
8,839,665
During the year net repayments of unsecured interest free loans were made to Directors as follows:
Mr Edwards
Mr Wai
$20,000
$20,000
The maximum amount outstanding during the year to 30 June 2021 was $100,000.
Athena Resources Limited
Page 34
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 22 – REMUNERATION OF AUDITORS
Amount received, or due and receivable, by the auditors for:
Auditing and reviewing of the consolidated financial statements of
Athena Resources Limited
Other services
Consolidated
2021
$
2020
$
19,050
-
19,050
22,300
-
22,300
Audit fees are included in Legal and Professional expenses in the Statement of Comprehensive
Income.
NOTE 23 – EARNINGS/(LOSS) PER SHARE
Consolidated
2021
$
2020
$
Profit\(Loss) used in the calculation of loss per share
343
(334,018)
Weighted average number of ordinary shares outstanding during
the year
310,538,579
291,987,188
Basic earnings/(loss) per share (cents per share)
-
(0.11)
NOTE 24 – FINANCIAL RISK MANAGEMENT
Financial Risk Management Policies
The Group’s financial instruments consist mainly of deposits with banks, accounts receivable and
accounts payable.
The Board’s overall risk management strategy seeks to assist the group in meeting its financial
targets, whilst minimising potential adverse effects on financial performance. The Group has
developed a framework for a risk management policy and internal compliance and control systems
that covers the organisational, financial and operational aspects of the Group’s affairs. The Chairman
is responsible for ensuring the maintenance of, and compliance with, appropriate systems.
Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are interest rate risk and
liquidity risk.
Athena Resources Limited
Page 35
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Interest Rate Risk
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will
fluctuate as a result of change in the market, interest rate and the effective weighted average interest
rate on these financial assets, is as follows:
Financial Assets
- Cash at bank
- Trade debtors
Total Financial Assets
Financial Liabilities
- Trade Creditors
- Accruals
- Deferred Creditors
- Related Party Loans
Total Financial Liabilities
Non-Interest Bearing
Floating Interest Rate
2021
$
130,031
70,810
200,841
2020
$
-
34,737
34,737
214,023
98,494
-
40,000
352,517
84,801
-
981,800
100,000
1,166,601
2021
$
-
-
-
-
-
-
-
-
2020
$
17,192
-
17,192
230,000
-
-
-
230,000
Weighted Average Effective Interest Rate is 0.1% (2020: 1.0%)
Liquidity Risk
The Group manages liquidity risk by monitoring forecast cash flows.
Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at
balance date, is the carrying amount net of any allowance for doubtful debts, as disclosed in the
statement of financial position and notes forming part of the financial statements.
In the case of cash deposited, credit risk is minimised by depositing with recognised financial
intermediaries such as banks, subject to Australian Prudential Regulation Authority supervision.
The Group does not have any material risk exposure to any single debtor or group of debtors under
financial instruments entered into by it.
Capital Management Risk
Management controls the capital of the Group in order to maximise the return to shareholders and
ensure that the Group can fund its operations and continue as a going concern.
Management effectively manages the consolidated entity’s capital by assessing the Group’s financial
risks and adjusting its capital structure in response to changes in these risks and in the market. These
responses include the management of expenditure and debt levels and share and option issues.
There have been no changes in the strategy adopted by management to control capital of the Group
since the prior year.
Athena Resources Limited
Page 36
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Financial Instruments
Net Fair Values
For financial assets and liabilities, the net fair value approximates their carrying value. The Group has
no financial assets or liabilities that are readily traded on organised markets at balance date and has
no financial assets where the carrying amount exceeds net fair values at balance date.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are
disclosed in the statement of financial position and in the notes to and forming part of the financial
statements.
Interest Rate Sensitivity Analysis
The Group has not performed a sensitivity analysis relating to its exposure to interest rate risk.
Athena Resources Limited
Page 37
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NOTE 25 – PARENT ENTITY DISCLOSURES
Financial Position
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Total Current Assets
NON-CURRENT ASSETS
Plant and equipment
Investment in subsidiaries
Loans to subsidiaries
Total Non-Current assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Total Current Liabilities
NON-CURRENT LIABILITIES
Long service leave provision
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Accumulated losses
TOTAL EQUITY
Financial Performance
2021
$
129,231
70,810
200,041
2020
$
17,192
34,737
51,929
-
300
9,247,738
9,248,038
1,266
300
8,839,665
8,841,231
9,448,079
8,893,160
302,991
302,991
1,396,603
1,396,603
49,527
-
352,518
1,396,603
9,095,561
7,496,557
16,543,107
(7,447,546)
14,944,446
(7,447,889)
9,095,561
7,496,557
Profit/(Loss) for the year
Other comprehensive income
Total comprehensive income/(loss)
343
-
343
(334,018)
-
(334,018)
The parent entity has not entered into any guarantees in relation to debts of its subsidiaries, has no
contingent liabilities, and has no commitments for acquisition of property, plant and equipment.
The ultimate recovery of the loans to the subsidiaries is dependent on the successful development
and/or commercial exploitation or sale of the subsidiaries’ exploration assets.
Athena Resources Limited
Page 38
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 30 JUNE 2021
1.
In the opinion of the directors of Athena Resources Limited (the ‘Company’):
a) the accompanying financial statements and notes are in accordance with the Corporations Act
2001 including:
(i)
(ii)
giving a true and fair view of the Group’s financial position as at 30 June 2021 and of
its performance for the year then ended; and
complying with Australian Accounting Standards, the Corporations Regulations 2001,
professional reporting requirements and other mandatory requirements.
b) there are reasonable grounds to believe that the Company will be able to pay its debts as and
when they become due and payable.
c) the financial statements and notes thereto are in accordance with International Financial
Reporting Standards issued by the International Accounting Standards Board.
2. This declaration has been made after receiving the declarations required to be made to the
directors in accordance with Section 295A of the Corporations Act 2001 for the financial year
ended 30 June 2021.
_______________________________
E W Edwards
Executive Director
Dated at Perth this 17th day of August 2021
Athena Resources Limited
Page 40
INDEPENDENT AUDITOR’S REPORT
To the members of Athena Resources Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Athena Resources Limited (“the Company”) and its
controlled entities (“the Group”), which comprises the consolidated statement of financial position
as at 30 June 2021, the consolidated statement of comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year then
ended, and notes to the financial statements, including a summary of significant accounting
policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the
Corporations Act 2001, including:
a) giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its
financial performance for the year then ended; and
b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report. We are independent of the Group in accordance with the
auditor independence requirements of the Corporations Act 2001 and the ethical requirements of
the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (“the Code”) that are relevant to our audit of the financial report in
Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial report of the current period. These matters were addressed in the context
of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated
in our report.
Page 41
Key Audit Matter
Minerals exploration and evaluation
Refer to Note 8
How our audit addressed the key audit
matter
The Group has a capitalised mineral exploration and
evaluation balance of $9,247,238 as at 30 June
2021.
Our procedures included but were not
limited to:
In accordance with AASB 6 Exploration for and
Evaluation of Mineral Resources,
the Group
capitalises exploration and evaluation expenditure
as incurred. We planned our work to address the
audit risk that the capitalised expenditure might no
longer meet the recognition criteria of the standard.
Our audit focussed on the Group’s assessment of the
carrying amount of the capitalised exploration and
evaluation asset. We considered it necessary to
assess whether facts and circumstances existed to
suggest that the carrying amount of an exploration
and evaluation asset may exceed its recoverable
amount.
We considered this to be a key audit matter due to
its size and importance to the users’ understanding
of the financial statements.
Going concern
Refer to Note 1
At 30 June 2021 the Group has a working capital
deficit of $102,150 and had recorded a net cash
outflow from operating and investing activities of
$916,961.
Based on the above factors, we considered the
appropriateness of the going concern basis of
preparation for the financial statements.
The going concern basis of accounting was a key
audit matter as it is fundamental to the financial
report overall.
• Substantiating a sample of exploration
and evaluation expenditure;
• Obtaining evidence that the Group has
current rights to tenure of its areas of
interest;
• Considering the Directors’ assessment
of potential indicators of impairment
under AASB 6 Exploration for and
Evaluation of Mineral Resources;
• Examining the exploration budget for
the year ending 30 June 2022 and
discussing with management the nature
of planned ongoing activities; and
• Assessing the appropriateness of the
disclosures included in the relevant
notes to the financial report.
Our procedures included but were not
limited to:
• Considering the appropriateness of the
going concern basis of accounting by
evaluating and testing the cash flow
projections for the relevant period as
prepared by management;
• Vouching entitlement
funds
received subsequent to balance date to
supporting documentation;
issue
• Assessing
the
reasonableness of
forecast expenditure and the degree to
which any
is
discretionary;
forecast expenditure
• Performing sensitivities on the cashflow
forecast provided by management.
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 30 June 2021, but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
Page 42
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives
a true and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001 and for such internal control as the directors determine is necessary to enable the preparation
of the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group
to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the Group
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with Australian Auditing Standards will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
-
-
- Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial report or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
Page 43
-
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors’ report for the year ended
30 June 2021.
In our opinion, the Remuneration Report of Athena Resources Limited for the year ended 30 June
2021 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
17 August 2021
M R Ohm
Partner
Page 44
SHAREHOLDER DETAILS
FOR THE YEAR ENDED 30 JUNE 2021
ANALYSIS OF SHAREHOLDING – 16 AUGUST 2021
1 – 1,000
1,001 – 10,000
10,001 – 100,000
100,001 or more
Total on issue
HOLDERS
SHARES
25
111
255
316
4,236
700,950
10,849,652
781,412,720
707
792,967,558
Number of Shareholders holding less than marketable parcel cannot be calculated as the shares are
suspended.
Voting Rights
Article 16 of the Constitution specifies that on a show of hands every member present in person, by
attorney or by proxy shall have:
(a) for every fully paid share held by him one vote
(b) for every share which is not fully paid a fraction of the vote equal to the amount paid up
on the share over the nominal value of the shares.
Substantial Shareholders
The following substantial shareholders have notified the Company in accordance with Corporations
Act 2001.
Shareholder
Mr Edmond Edwards
Mr Jason Peterson
Goldway Mega Trade Limited
Mr Peter Newcomb
Brilliant Glory Industrial Corp Ltd
Shares
69,378,831
59,500,000
52,082,857
50,700,000
49,250,000
Percentage
8.75%
7.50%
6.57%
6.39%
6.21%
Directors’ Shareholdings
Interest of each director in the share capital of the Company is detailed in the Remuneration Report.
Athena Resources Limited
Page 45
SHAREHOLDER DETAILS
FOR THE YEAR ENDED 30 JUNE 2021
TOP TWENTY SHAREHOLDERS 16 AUGUST 2021
Shareholder
Shares
%
Rank
TIED NOMINEES PTY LTD
SUNSET CAPITAL MANAGEMENT PTY LTD
GOLDWAY MEGA TRADE LIMITED
STONYDEEP INVESTMENTS PTY LTD
BRILLIANT GLORY INDUSTRIAL CORPORATION LIMITED
MR DAVID WEBSTER
MR JAMES GREGORY PUKLOWSKI
COBPEN CO INVESTMENTS PTY LTD
KELANCO PTY LTD
CITICORP NOMINEES PTY LIMITED
VITOR PTY LTD
ISHINE INTERNATIONAL RESOURCES + LIMITED
MR MARK VINCENT SNABEL-MATTHEWS
CHAMPAGNE CAPITAL PTY LTD
MR TERENCE PAUL WESTON
MR ANDREW JOHN PUKLOWSKI
GARDNER MINING PTY LTD
MR LIAM KELLY + MS HEATHER SALOMONS
MR MITCHELL ALEXANDER GRAY ATKINS
DANTEEN PTY LTD
MS IRENE ANGELA KNEZOVIC
PATHWAYS CORP INVESTMENTS PTY LTD
ZIZIPHUS PTY LTD
58,298,138
57,000,000
52,082,857
50,700,000
49,250,000
18,750,000
18,507,790
15,096,626
11,200,000
9,451,503
8,333,333
8,300,000
7,500,000
7,375,000
7,342,000
7,263,534
6,675,000
6,487,222
6,250,000
6,250,000
6,250,000
6,250,000
6,250,000
7.35
7.19
6.57
6.39
6.21
2.36
2.33
1.90
1.41
1.19
1.05
1.05
0.95
0.93
0.93
0.92
0.84
0.82
0.79
0.79
0.79
0.79
0.79
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
19
19
19
19
430,863,003
54.34%
Athena Resources Limited
Page 46
INTEREST IN MINING TENEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
INTEREST IN MINING TENEMENTS
Athena Resources Limited 100%
Tenement Type
Byro Exploration
E09/1507
E09/1552
E09/1637
E09/1781
E09/1938
Byro Project Mining
M09/166
M09/168
E – Exploration License
M – Mining Lease
CORPORATE GOVERNANCE STATEMENT
The Board of Directors of Athena Resources Limited is responsible for the corporate governance of
the Company. The Board guides and monitors the business and affairs of Athena Resources Limited
on behalf of the shareholders by whom they are elected and to whom they are accountable. The
statement reports on Athena Resources Limited’s key governance principles and practices.
Details of the Corporate Governance Statement can be found on the Athena Resources Limited’s
website at:
http://www.athenaresources.com.au/corporate/corporate-governance/
Athena Resources Limited
Page 47