Annual Report
19
Corporate Directory
ABN
91 148 966 545
Directors
Mr Glenn Whiddon
(Chairman)
Mr Aidan Platel
(Managing Director)
Mr Chris Hansen
(Non-Executive Director)
Company Secretary
Mr James Bahen
Registered office
Suite 6
295 Rokeby Road
Subiaco WA 6008
Telephone +61 8 6555 2950
Facsimile +61 8 6166 0261
Website
www.aurochminerals.com
Share Registry
Automic Register Services
Level 2, 267 St Georges Terrace
Perth WA 6000
Telephone +61 (0)8 9324 2099
Facsimile +61 (0)8 9321 2337
Bankers
National Australia Bank
UB14.01
100 St Georges Tce
Perth WA 6000
Auditors
BDO Audit (WA) Pty Ltd
38 Station Street
Subiaco, WA 6008
Stock Exchange
Australian Securities Exchange Limited
ASX Code: AOU
Solicitors
GTP Legal
Level 1, 28 Ord Street
West Perth WA 6005
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AUROCH MINERALS
ANNUAL REPORT 2019 Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
Consolidated Statement of Financial
Position
Consolidated Statement of Changes in
Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial
Statements
Directors’ Declaration
Independent Auditor’s Report
Additional information
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AUROCH MINERALS
3
ANNUAL REPORT 2019 Highlights
The Directors of Auroch Minerals Limited (Auroch, Company or the
Group) are pleased to present the Annual Report for Financial Year
1st July 2018 to 30th June 2019.
This year was one of consolidation for the Company as it
focused on its base-metal projects in South Australia – Arden,
Bonaventura and Torrens East – while continuing to evaluate
other opportunities.
The Company completed its acquisition of the Saints and
Leinster Nickel projects on 29 August 2019 allowing the
Company to immediately commence its maiden drilling
programme at Saints.
Under the guidance of Managing Director Mr Aidan Platel,
the Company progressed systematically through geological
field work to a maiden drilling campaign on the Arden and
Bonaventura Projects.
The Company has a clear strategy for 2019-20, aggressively
drilling and exploring for high-grade nickel sulphides on
its Western Australian assets, whilst continuing to develop
and test targets on its South Australian base-metals tenure.
Late in the financial year the Company announced that it had
entered into binding agreements with Minotaur Exploration
Limited to acquire 100% of the tenements known as the
Saints Nickel Project (Saints) and the Leinster Nickel Project
(Leinster) in Western Australia. The acquisitions received
shareholder approval on 22 August 2019.
QUALITY AUSTRALIAN
BASE-METALS PROJECTS
ACROSS HIGHLY-PROSPECTIVE GEOLOGY
The Board and Management thank shareholders for your
support throughout the 2019 financial year and hope that
our progress during the forthcoming year will continue to
add value to your investment in Auroch Minerals.
SAINTS NICKEL PROJECT
Ni
Nickel
Cu
Copper
Co
Cobalt
AREA: 20km2
MINERALISATION: Archaean Greenstone
JORC (2012) Mineral Resource of 1.05Mt
@ 2.0% Ni, 0.2% Cu & 0.06% Co for
21.4kt Ni, 1.6kt Cu & 0.6kt Co
LEINSTER NICKEL PROJECT
Ni
Nickel
Cu
Copper
AREA: 112km2
MINERALISATION: Archaean Greenstone
Historic JORC (2004) Mineral Resource of
0.60Mt @ 1.39% Ni & 0.3% Cu for 8.4kt Ni
5 WWW.AUROCHMINERALS.COM
ARDEN PROJECT
Zn
Zinc
Cu
Copper
AREA: 1,664km2
MINERALISATION: SEDEX Style
Drilling identified high-grade zinc:
12.80m @ 5.0% Zn from 53m; inc
3.65m @ 15.5% Zn from 62.15m
TORRENS EAST COPPER
PROJECT
Cu
Copper
Au
Gold
AREA: 1,662km2
MINERALISATION: IOCG Style
BONAVENTURA PROJECT
Zn
Zinc
Cu
Copper
AREA: 415km2
MINERALISATION: SEDEX Style
Figure 1 – Auroch’s high grade nickel sulphide projects in WA and zinc, copper, gold base-metals projects in South Australia.
4
AUROCH MINERALS
ANNUAL REPORT 2019 COMPANY PROJECTS – WESTERN AUSTRALIA
Auroch entered into a binding agreement
with Minotaur Exploration Pty Ltd
(ASX:MEP, Minotaur) to acquire 100%
of the tenements known as the Saints
Nickel Project (Saints) and the Leinster
Nickel Project (Leinster). Subsequent
to the end of the year a formal Share
Sale Agreement was executed by both
companies and a General Meeting of
Shareholders was held on 22 August
2019 with Shareholders approving the
acquisitions.
Auroch’s acquisition of the Saints and Leinster projects
aims to unlock the latent value of high-grade nickel sulphide
assets. Auroch will provide a dedicated management team
to aggressively explore the projects, which have historically
seen limited nickel exploration over the past 10 years. The
combined portfolio of high-grade nickel sulphide assets
provides a solid resource base for Auroch to systematically
determine resource extensions and to test high-priority
targets to emerge as the next significant nickel developer
on the ASX.
Figure 2 – Location of the Leinster and the Saints Nickel Projects.
ANNUAL REPORT 2019
AUROCH MINERALS
5
MenziesLeonoraLeinsterKalgoorlie - Boulder300,000300,000400,000400,0006,600,0006,600,0006,700,0006,700,0006,800,0006,800,0006,900,0006,900,000MAP AREAEastern Goldfields Greenstones Project LocationsGoldfields HwyGold MineNickel MineAOU Tenement02550kmMenziesLeonoraLeinsterKalgoorlie - Boulder300,000300,000400,000400,0006,600,0006,600,0006,700,0006,700,0006,800,0006,800,0006,900,0006,900,000MAP AREAEastern Goldfields Greenstones Project LocationsGoldfields HwyGold MineNickel MineMEP Tenement02550kmLEINSTER PROJECTMenziesLeonoraLeinsterKalgoorlie - Boulder300,000300,000400,000400,0006,600,0006,600,0006,700,0006,700,0006,800,0006,800,0006,900,0006,900,000MAP AREAEastern Goldfields Greenstones Project LocationsGoldfields HwyGold MineNickel MineMEP Tenement02550kmSAINTS PROJECT Saints Nickel Project
Tenure & Location
The Saints Nickel Project is located approximately 65km
northwest of Kalgoorlie and 7km east of the Goldfields
Highway (Figure 2). The tenement package comprises two
mining leases covering an area of approximately 20km2
of prospective Archaean greenstone belt geology within
the Eastern Goldfields province of the Yilgarn Craton. The
Saints Nickel Project sits in the same sequence of rocks that
host the historical Scotia nickel mine, 15km to the south.
Scotia produced 30,800 tonnes of contained nickel at 2.2%
nickel to 360m deep until closing in July 1977.
Geology
The Saints Nickel Project’s tenements encompass a portion
of the Archaean Norseman-Wiluna Greenstone Belt of the
Kalgoorlie Terrane – Boorara Domain within the Eastern
Yilgarn Craton of Western Australia. The tenements
are located on the western limb of the Scotia-Kanowna
Anticline within the Bardoc Tectonic Zone which occurs
along the western margin of the Scotia-Kanowna Batholith.
The stratigraphy is upright and dips steeply to the west,
consisting of mafic, ultramafic and metasedimentary/
metavolcaniclastic/ felsic volcanic units (Trofirmovs et al,
2006, Morey et al, 2007).
Mineralisation at Saints occurs in the same host sequence
as the Scotia Mine, situated at the base of a lens of a coarse-
grained, serpentinised olivine cumulate that is considered
typical of the channelised portion of a flow or sill within the
lowermost flows of the Highway Ultramafic (Wyche, 1998).
The Saints Nickel Project Mineral Resources
Mining consultant RPM Global developed a maiden
JORC 2012 Mineral Resources estimate for the Saints
Nickel Project of 1.05Mt @ 2.0% Ni, 0.2% Cu and 0.06%
Co for 21,400 tonnes of contained nickel, 1,600 tonnes
of contained copper and 600 tonnes of contained cobalt
(Table 1). Minotaur reported the resource estimate to the
ASX on the 4th May 2017.
The Saints Nickel Project is regarded as an Archaean
Kambalda-style, komatiite-hosted, massive nickel sulphide
deposit. The deposit occurs within the Menzies-Bardoc
tectonic zone in ultramafic units, equivalent to the Highway
Ultramafic. Saints contains three main zones of nickel
sulphide mineralisation: St Andrews, St Patricks and the
Western Contact.
The main sulphide species recognised in all three prospects
are pyrrhotite, pentlandite, chalcopyrite and pyrite,
with violarite in the transitional weathered zone. Ore
grade nickel mineralisation occurs as massive or matrix
sulphides in the main ore zones with disseminated or cloud
sulphides occurring in the hanging wall position proximal
to mineralisation. Mineralisation widths range from 1-2m
up to 6m (true width).
Drilling at the deposit extends to a vertical depth of
approximately 530m, with mineralisation modelled from
surface to a depth of approximately 480m below surface.
The estimate was based on good quality air core (AC),
reverse circulation (RC) and diamond core (DD) drilling
data. Drill-hole spacing is predominantly 40m by 30m in
the well-drilled portions of the deposit and broadens to
approximately 100m by 80m over the remaining areas.
constrained by mineralisation
Mineralisation was
envelopes prepared using a nominal 0.5% Ni cut-off grade
for disseminated sulphide and a 1.0% Ni cut-off grade for
matrix and massive sulphide mineralisation. A minimum
down-hole length of 1m was adopted for interpretation.
Notably, at least 97.5% of the resource is fresh primary
sulphide mineralisation, to 480m below surface. There
appears to be significant geological upside potential
evident that would result in the defined resource being
enlarged through near-resource exploration and testing of
postulated extensions of known stratigraphic sequences,
such as the Western Contact “depth fold”, which have never
been drill-tested.
TABLE 1 – SAINTS (MAY 2017) INFERRED MINERAL RESOURCES ESTIMATE (1.0% NI CUT-OFF)
Type
Oxide
Transitional
Fresh
Total
Tonnage (kt) Ni (%)
Cu (%)
Co (%)
Ni (t)
Cu (t)
Co (t)
2.0
22.0
1.00%
1.70%
0.02%
0.02%
0.10%
0.05%
400.0
1,020.0
2.00%
0.20%
0.06%
21,000.0
1,600.0
600.0
1,020.0
2.00%
0.20%
0.06%
21,400.0
1,600.0
600.0
Refer to ASX announcement 28 May 2019 for further details regards the Saints Nickel Project Mineral Resource.
6
AUROCH MINERALS
DIRECTORS’ REPORTANNUAL REPORT 2019
Figure 3 – Long-section of the Eastern Contact of the Saints Nickel Project displaying 1.0% nickel cut-off wireframes (dark red) (looking west).
Moderate to strong EM plates that require further drill testing are shown in grey.
EXPLORATION UPSIDE
Mineralisation at the Saints Nickel Project consists as a series
of sub-parallel high-grade sulphide zones developed along
eastern and western ultramafic/basalt contacts. Significant
potential for resource extensions remains at depth in and
around the nose of the postulated fold closure, which is yet
to be drill tested and is a priority for Auroch.
The long-section through the Saints Nickel Project shows that
St Patricks remains open at depth and St Andrews deposit
is open to the south and at depth (Figure 2). There has been
limited drilling between St Andrews and St Patricks since the
acquisition of the Saints Nickel Project by Minotaur in 2013,
with around 500m strike not tested and remaining a high
exploration priority for Auroch to follow up.
In late 2014 and 2018 Minotaur completed ground EM
surveys aimed at characterising EM responses over the
known nickel mineralisation and to identify extensions
and/or new lodes. Given the encouraging results of the
EM surveys and the lack of drill testing since 2013, Auroch
perceives there to be significant potential for high grade
nickel sulphide mineralisation extending beyond the current
resources estimate.
Figure 4 – Saints Nickel Project EM survey area with modelled
conductors, drill holes >50m deep and the Saints Ni-Cu-Co mineral
resources.
AUROCH MINERALS
7
ANNUAL REPORT 2019 Leinster Nickel Project
Tenure & Location
The Leinster Nickel Project is located approximately 40km
southeast of the township of Leinster and approximately
60km north-northwest of Leonora in the East Murchison
Mineral Field of Western Australia. The project area is
situated between the Goldfields Highway and the Leonora-
Agnew Road and is close to the Eastern Goldfields Gas
Pipeline (Figure 2). The project area covers approximately
112km2 of prospective Archaean greenstone belt geology
within the eastern goldfields of the Yilgarn Craton. Leinster’s
nickel sulphide deposit resides in a world-class mining
domain proximal to established mining and processing
infrastructure.
Geology
The project area straddles the Weebo – Mt. Clifford
greenstone belt and the Agnew-Wiluna greenstone belt,
within the Kalgoorlie Terrane to west and the Kurnalpi
Terrane to the East, which are Archaean granite-greenstone
terranes that make up part of the Eastern Goldfields province
of the Yilgarn Craton. This north-northwest trending belt
consists of a folded and thrust stacked sequence of basalts,
ultramafics, felsic volcanics and pelitic sediments, intruded
by several granitoid plutons. The area is also transected by
a splay of the north-northwest trending Perseverance Fault
(part of the Keith-Kilkenny lineament) in the centre, and the
north striking Mt. McClure shear zone in the east (Blewett
and Hitchman, 2006a).
The Horn Mineral Resources
In 2008 Breakaway Resources Ltd (Breakaway), which
was acquired by Minotaur in 2013, calculated a JORC
2004 -compliant Inferred Mineral Resources estimate for
the Horn deposit of 0.6Mt @ 1.4% Ni and 0.3% Cu for
8,300 tonnes of contained nickel and 1,800 tonnes of
contained copper (Table 2). No further material work has
been undertaken at the Horn since 2008.
TABLE 2 – THE HORN 2008 INFERRED MINERAL RESOURCES
(0.5% NI CUT-OFF)
Type
Tonnage
(kt)
Ni (%)
Cu (%)
Ni (t)
Cu (t)
Fresh
600.0
1.40%
0.30%
8,300.0
1,800.0
Total
600.0
1.40%
0.30% 8,300.0
1,800.0
Refer to ASX announcement 28 May 2019 for further details regarding
the Horn Mineral Resources estimate.
Nickel sulphide mineralisation at the Horn deposit occurs
within high MgO ultramafic rocks present under basalt
footwall stratigraphy in an overturned structural position.
Mineralisation plunges gently to southeast and is relatively
flat-lying. Massive nickel sulphide consists predominantly of
the minerals pyrrhotite-pentlandite-pyrite-violarite. Massive
and matrix nickel sulphide mineralisation at the Horn deposit
was drilled by Breakaway over a 500m strike length and
remains open along strike to the north and south and is up
to 15m thick. The nickel mineralisation is coincident with a
prominent magnetic ultramafic succession and is located on
the southern extremity of the ultramafic unit.
Figure 5 – Leinster Nickel Project - The Horn deposit looking west.
8
AUROCH MINERALS
DIRECTORS’ REPORTANNUAL REPORT 2019
The resource estimate is based on 11 diamond and 1 reverse-
circulation (RC) drill-holes carried out on a nominal 50m by
50m spacing. The deposit boundary was defined by a 0.5% Ni
cut-off grade, which coincides with the geological boundary
of disseminated/matrix sulphides.
Exploration Upside
Dalrymple Resources, Miralga Mining and Lionore. A large,
comprehensive database of exploration data from this period
has been reviewed and highlighted numerous untested to
partially tested nickel prospects within the Leinster project
area. After conducting an extensive review, Auroch has
identified the Valdez Prospect as a high priority near-term
regional exploration target.
The Horn deposit has significant proximal and regional
exploration potential with numerous untested or partially
tested bedrock EM conductors. Auroch will systematically
advance exploration, initially targeting resource extensions
and high-grade ore plunges prior to examining regional
opportunities.
Early nickel exploration at Leinster was undertaken during
the 1960’s and 1970’s, most notably by WMC, Seltrust,
Amax and BP Minerals. Some grassroots gold and nickel
exploration were undertaken during and since the 1980’s
primarily by Outokumpu, Dominion, Forrestania Resources,
Valdez Target
The Valdez target is located northeast of the project area on
tenement E36/936 and lies along strike from the Waterloo
nickel sulphide deposit owned by Saracen Minerals Limited
(ASX: SAR). Historic drilling in the area is only shallow,
however a drill-hole over the top of the southern edge of
the of the anomaly intersected up to 0.5% nickel. The target
remains under-tested having only one drill-hole in a 1200m
by 450m modelled EM plate, and warrants further work
(Figure 6).
Figure 6 – MLEM X-channel 35 image for the Valdez Target.
AUROCH MINERALS
9
ANNUAL REPORT 2019 COMPANY PROJECTS – SOUTH AUSTRALIA
Auroch’s Arden, Bonaventura and
Torrens East Copper Projects cover
~3,700km2 of the Adelaide Geosyncline
(Arden and Bonaventura) and Stuart
Shelf (Torrens East Copper) in South
Australia.
Figure 7 – Location of Auroch’s Arden, Bonaventura and Torrens East
projects in South Australia
Arden Project
Tenure & Location
Located some 3.5 hours’ drive north from Adelaide, the Arden
Project (Figure 7) boasts a large relatively-unexplored area
of 1,664km² considered highly-prospective for sedimentary-
exhalative (SEDEX) mineralisation, as well as high-grade zinc
silicate mineralisation. Results from initial exploration at
the Ragless Range, Kanyaka and Radford Creek prospects
suggest the project has good potential for hosting large-
scale zinc and/or copper mineralisation.
The project is located in the Adelaide Geosyncline region
of South Australia, which is host to numerous large base-
metal deposits including the Beltana zinc deposit, the Angas
zinc deposit and the Kanmantoo copper deposit. A railway
to local ports passes just to the south of the tenement with
access to Port Pirie. Strong infrastructure is available with
good telecommunications and grid power.
Arden Ground Gravity Survey
During May 2019 the Company completed a detailed ground-
gravity survey at its Arden Project. The survey successfully
delineated an intense gravity anomaly extending over 2km at
the Ragless Range prospect. The anomaly may be indicative of
thickened mineralised horizons of the high-grade zinc mineral
smithsonite that was identified in drill-hole RRDD007, which
has a very high density and hence contrasts greatly with the
relatively low-density sedimentary host rocks of the area.
Southern Geoscience Consultants (SGC) completed 2D and
3D modelling of the processed gravity survey data. The
resulting model shows a significant thickening of very dense
layers in the hinge zone of the Ragless Range syncline. These
thickened dense horizons are the likely cause of the strong
gravity anomaly which extends over 2km NNE-SSW along
the fold hinge and remains open to the NNE. The horizons of
very dense material may represent high-grade zinc minerals
smithsonite (ZnCO3) and/or willemite (Zn2SiO4), as intersected
in drill-hole RRDD007 (3.65m @ 15.47% Zn from within
12.80m @ 4.96% Zn from 53.00m downhole1) and which
comprise other known high-grade zinc deposits in the region
(e.g. the Beltana Zinc Mine: 972kt at 29.8% Zn2). This model is
supported by the surface zinc anomalies mapped by portable
XRF (pXRF) surface sampling3, which extend along both limbs
of the Ragless Range syncline where the mineralised zinc
horizons are interpreted to approach the surface (see Figure
8). The thickened zone along the fold hinge is a compelling
drill target that the Company will test with the next phase of
drilling at Arden.
1 ASX Announcement - INFILL SAMPLING EXTENDS MINERALISATION AT RAGLESS RANGE - ARDEN ZN PROJECT
https://www.investi.com.au/api/announcements/aou/408f546e-9fa.pdf
2 Department of State Development’s “South Australia’s Major Operating/Approved Mines – Resource Estimates and Production Statistics”
19/02/2018
3 ASX Announcement - GROUND GRAVITY SURVEY COMMENCES AT ARDEN
https://www.asx.com.au/asxpdf/20190508/pdf/444y58fkx5lv01.pdf
10 AUROCH MINERALS
DIRECTORS’ REPORTANNUAL REPORT 2019QuornWhyallaKingscotePort PiriePort AugustaAdelaide140° E138° E136° E-32° S-34° S-36° S050100kmMAP AREACambrian Units favourable for Sedex Zn–Cu mineralisationProject LocationsStructureAOU Tenement BoundaryARDEN PROJECTTORRENS EASTCOPPER PROJECTBONAVENTURA PROJECTAngas Zinc MineKanmantoo Copper MineBeltana Zinc Mine:972,000t @ 29.8% ZnOlympic DamOak Dam West (BHP)Lake Torrens JVCarrapateenaAdelaide Geosyncline Figure 8 - Modelled cross-section 6438900mN showing the mineralised zone intersected in drill-hole RRDD007,
interpreted to be significantly thickened in the fold hinge zone as suggested by the gravity survey results (see
Appendix B for data).
Atlas Geophysics Pty Ltd (Atlas) completed the gravity survey
at Arden. The survey was completed on a very close spacing
of 15m between stations in order to be able to define dense
mineralised horizons as little as 3m thick. The line-spacing was
125m and was aimed at following-up the anomalous zinc pXRF
readings. Table 3 summaries the details of the gravity survey.
TABLE 3 - SUMMARY OF THE GROUND GRAVITY SURVEY
COMPLETED BY ATLAS AT THE ARDEN PROJECT
CONTRACTOR
Atlas Geophysics
GRAVITY METER
GPS RECEIVERS
CG-5 #41189
CHC Nav i70
STATION SPACING
15m
LINE SPACING
125m (200m at the Radford
Creek Target)
SURVEY DATES
8th – 16th May 2019
TOTAL
STATIONS READ
NUMBER
OF
879 stations, including
33 repeat readings
TOTAL LINE KILOMETERS
12km
Target Area Definition – Ragless Range
Scanning electron microscope (SEM) work on samples from
the very high-grade interval from drill-hole RRDD007 (3.65m
@ 15.47% Zn from 62.15m) identified the zinc mineral
smithsonite (ZnCO3). This zinc ore mineral has a very high
specific gravity (S.G. > 4.0), which contrasts greatly to the less-
dense sedimentary host rocks and hence can be identified by
gravity surveys if present in sufficient quantities.
Perilya Limited’s Flinders Project, which includes the high-
grade Beltana Zinc Mine (972kt at 29.8% zinc4), contains
both smithsonite and willemite (Zn2SiO4) zinc mineralisation
and is hosted in the same geological units that are present at
Arden, thus drawing immediate comparisons. At the Flinders
Project, Perilya successfully defined high-grade zinc horizons
using high-resolution ground gravity surveys over target areas
delineated by surface zinc anomalies defined by pXRF readings.
The Company has built up a large geological database at
Arden by systematically mapping and collecting closely-spaced
pXRF surface geochemistry data at each of the key prospect
areas of the project. At the Ragless Range prospect, the data
delineated two highly-anomalous areas over 1,000ppm Zn5
that follow the prospective geological formation over several
kilometres of strike. Importantly the two anomalous areas are
on both limbs of the mapped syncline in close proximity to
RRDD007 and may represent possible extensions to the high-
grade zinc mineralisation intersected in that drill-hole. Due to
the strong geological similarities with the Flinders Project, the
highly-anomalous surface geochemistry and the proximity to
the high-grade zinc mineralisation encountered in drill-hole
RRDD007, these areas were considered priority for the
completed ground-gravity survey.
4 Dept of State Development’s “South Australia’s Major Operating/Approved Mines – Resource Estimates and Production Statistics” 19/02/2018
5 Zinc values were taken with a pXRF machine and hence are semi-quantitative, intended to be used as an exploration tool only
AUROCH MINERALS 11
ANNUAL REPORT 2019Arden Project Cross-section A-A’Interpreted mineralised Zn horizonLimestone/dolomiteOxidised weathered zone Model SummaryPotent modelBodyTypeXYZStrikeDipPlungeDensityABC5PolyPrism224346.76438894.3363.70.00.00.02.100500.06PolyPrism223796.36438894.3265.40.00.00.03.500500.07PolyPrism223909.16438894.3329.70.00.00.02.600500.00100200300400Z(m)Az = 90.0deg Anomalous pXRF Zn values (>1,000ppm Zn)where zinc mineralised horizons approach surface Outcropping gossans in placesThinner limbs as per high grade zone intersected in RRDD007Gravity suggest significant thickening in fold hinge zone= DRILL TARGETLower gradehalo-0.00.81.6Gz (mgal)223600223700223800223900224000224100224200224300X Bonaventura Project
Tenure & Location
Torrens East Copper Project
Tenure & Location
The Torrens East Copper Project comprises one Exploration
Licence (EL 6331) and one Exploration Application (ELA
00159) covering a combined area of 1,622km2 and is
considered highly-prospective for IOCG (Iron Oxide –
Copper – Gold) mineralisation.
The large tenements are situated adjacent to the Torrens JV
(70% Aeris Resources Ltd; 30% Argonaut Resources NL) and
cover a portion of the same large gravity anomaly. The ELAs
are also approximately 50km from BHP’s 2018 drilling in
the Olympic Dam copper-gold province, host to the world-
class Olympic Dam (BHP Group Ltd) and Carrapateena (Oz
Minerals Ltd) IOCG deposits. BHP’s significant drill results
at the Oak Dam West prospect announced in November
2018 included :
425.7m @ 3.04% Cu and 0.59g/t Au, including
180m @ 6.07% Cu and 0.92g/t Au
406m @ 0.66% Cu and 0.35g/t Au
124.5m @ 0.52% Cu and 0.48g/t Au
77m @ 2.11% Cu and 0.54g/t Au
Regional Geology and IOCG Mineralisation
The Torrens East Copper Project lies within the Olympic
Dam copper-gold province of the Eastern Gawler Craton
of central South Australia. More specifically, the project
is located within the Torrens IOCG Hinge Zone, which is
defined by the distribution of known early-Mesoproterozoic
the structural
mineralisation and alteration, with
framework playing an important role in the formation of
large IOCG systems. The project area is overlain by between
700m and 1,200m of consolidated sedimentary rocks of
Mesoproterozoic age and younger, which post-date the
IOCG mineralisation.
The Bonaventura Project comprises two large exploration
licences (415km²) in the northern part of Kangaroo Island
and covers highly prospective geology and historic mines
along 55km of strike of the regional scale Cygnet-Snelling
Fault. Thus far the Company has identified and undertaken
exploration on four high-priority base and precious-metal
prospects at Bonaventura: Dewrang, Vinco, Grainger and
Kohinoor.
Historical Activity
The Bonaventura Project contains several historic zinc, lead,
copper, gold and silver artisanal mines that were worked
at various times up to the 1920’s. Soil-sampling over the
Bonaventura Project area identified strong zinc anomalism
following the strike of the regional Cygnet-Snelling Fault.
rock-chip
Reconnaissance mapping and
sampling
completed by the Company confirmed extremely high-
grade zinc mineralisation near historic artisanal workings
at the Grainger Prospect. The Dewrang Prospect’s IP survey
interpretation identified two-highly chargeable anomalies
at approximately 200m depth over a strike length of
over 400m. The anomalies indicated the potential for
the presence of base-metal sulphides, and hence made
Dewrang a high-priority area for drill-testing.
In addition to the base-metal prospects, the Kohinoor
Prospect was considered highly-prospective for gold
mineralisation, with very high-grade historic composite
samples taken from the first level of the main historic
workings.
During the December 2018 quarter, the Company
announced that it had completed drilling at its Bonaventura
Project with best intersections from its Grainger Target
including:
8.90m @ 2.12% Zn and 0.51% Pb from 180.60m,
including 1.00m @ 4.53% Zn and 0.97% Pb from
186.70m
No significant work was announced from the Bonaventura
Project during the June 2019 half. The Company intends
to progress interesting targets at the Grainger prospect
via a structural study based on field mapping and the drill
core, as well as geophysical properties test work of the
zinc mineralisation observed to identify which geophysical
survey tools may provide further drill targets.
12 AUROCH MINERALS
DIRECTORS’ REPORTANNUAL REPORT 2019 Other Projects
Namibian Exploration Prospecting Licence
Applications
The Company advised that the tenement applications over
prospective lithium ground which comprised the Karibib
Project lapsed, and hence the Company no longer holds
any interests in Namibia.
INTEREST IN MINING TENEMENTS - AUSTRALIA
TENEMENT
TENEMENT
ID
STATUS
INTEREST AT
BEGINNING OF
THE YEAR
INTEREST
ACQUIRED OR
DISPOSED
INTEREST AT END
OF THE YEAR
Arden
EL 5821
Granted
90%
Arden North
EL 6217
Granted
-
Bonaventura
EL 5973
Granted
100%
Bonaventura Extension
EL 6252
Granted
Torrens East Copper Project
ELA 00159
Pending
Torrens East Copper Project
EL 6331
Granted
Saints1
Saints1
Leinster1
Valdez1
M29/245
Granted
M29/246
Granted
E36/899
Granted
E36/936
Granted
-
-
-
-
-
-
-
-
-
-
-
-
-
100%
100%
100%
100%
90%
100%
100%
100%
-
100%
100%
100%
100%
100%
1 Late in the financial year the Company announced that it had entered into binding agreements with Minotaur Exploration Limited to acquire
100% of the tenements known as the Saints Nickel Project (Saints) and the Leinster Nickel Project (Leinster) in Western Australia. The acquisitions
received shareholder approval on 22 August 2019.
Competent Persons Statement
The information in this report that relates to Exploration Results is based on information compiled by Mr Aidan Platel and represents an accurate
representation of the available data. Mr Platel (Member of the Australian Institute of Mining and Metallurgy) is the Company’s Chief Geological
Officer and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being
undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves’ (“JORC Code 2012”). Mr Platel consents to the disclosure of this information in this report in the form and context in
which it appears.
Forward-Looking Statements
This document may include forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning Auroch
Minerals Limited’s planned exploration program and other statements that are not historical facts. When used in this document, the words such
as “could,” “plan,” “estimate,” “expect,” “intend,” “may”, “potential”, “should,” and similar expressions are forward-looking statements. Although
Auroch Minerals Limited believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks
and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements.
AUROCH MINERALS 13
ANNUAL REPORT 2019 AUROCH MINERALS LIMITED
DIRECTORS REPORT
CORPORATE
Non-Renounceable Pro Rata Offer
On 20 June 2018 the Company announced it had lodged a Prospectus with the Australian Securities & Investment
Commission11 to raise up to approximately $658,350 (before costs) through a non-renounceable, pro rata offer of options,
each exercisable at $0.10 on or before 30 November 2021 (New Options), at an issue price of $0.02 per New Option to
eligible shareholders on the basis of one (1) New Option for every three (3) Shares held on the record date (Offer).
The offer closed on 10 July 2019 and Company received acceptances for 11,646,717 for New Options exercisable at $0.10
on or before 30 November 2021, under the offer from Eligible Shareholders raising total funds of $232,934 before costs.
The 21,270,881 New Options shortfall was placed by the Underwriter raising further funds of $425,417 before costs .
DIRECTORS
The names of Directors who held office during or since the end of the period:
Mr Glenn Whiddon
Mr Aidan Platel (appointed 4 September 2019)
Mr Chris Hansen (appointed 4 September 2019)
Mr Ryan Gaffney (resigned 4 September 2019)
Mr Adam Santa Maria (resigned 4 September 2019)
INFORMATION ON DIRECTORS
Information on Directors as at the date of this report is as follows:
Mr Glenn Whiddon
Executive Chairman
Mr Whiddon has an extensive background in equity capital markets, banking and corporate advisory with specific focus
on natural resources, enabling project origination and financing. He has a significant contact network throughout the
world which has led to the development of a number of projects. Glenn holds an economics degree and has extensive
corporate and management experience. He has global banking experience with The Bank of New York in Australia, Europe
and Russia.
Mr Whiddon is currently a director of Calima Energy Ltd and Hear Me Out Limited.
In the past 3 years Mr Whiddon has been a director of Doriemus Plc, Fraser Range Metals Group Ltd and Statesman
Resources Ltd.
Equity interests: 9,634,627 ordinary shares, 3,461,540 unlisted options exercisable at $0.10 on or before 30 November
2021 and 1,500,000 performance rights.
Glenn Whiddon has no relevant equity interest in the following: 8,009,651 ordinary shares and 2,669,882 options
exercisable at $0.10 on or before 30 November 2021 These are held by MIMO Strategies Pty Ltd or 6466 Investments Pty
Ltd. Jane Whiddon is the controller of these entities. They have only been included for good corporate governance purposes
only.
11
20/06/2018 ASX Announcement – Non-renounceable Pro Rata Offer
https://www.asx.com.au/asxpdf/20180620/pdf/43vxdtbkcyptrb.pdf
15
14 AUROCH MINERALS
DIRECTORS’ REPORTANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS REPORT
Mr Aidan Platel
Managing Director - (Appointed 4 September 2019)
Mr Platel is a geologist with close to 20 years’ experience in the minerals industry, in both mining and exploration roles
across a wide range of commodities. Recently, Mr Platel has worked as an independent strategic consultant focusing on
project evaluation, prior to which he spent 12 years in South America in mining and exploration. He has a proven track
record of exploration success having discovered and developed several major deposits including the world-class Santa Rita
Nickel deposit (>1Mt contained Ni metal).
Mr Platel is currently a director of Fraser Range Metals Group Limited. In the past three years, Mr Platel has not held any
directorships in the last three years.
Equity interests in the Company: 1,075,000 ordinary shares, 1,000,000 performance rights and 1,191,650 unlisted options
exercisable at $0.10 on or before 30 November 2021.
Mr Chris Hansen
Non-Executive Director - (Appointed 4 September 2019)
Mr Hansen is a multidisciplinary global metals and mining professional with formal qualifications in geology and mineral
economics. Having initially focussed on building a solid technical foundation with industry majors such as Barrick Gold and
Fortescue Metals Group, Chris later joined Appian Capital Advisory widely recognised as a leading mining focused private
equity fund where he refined his investment skills, market knowledge and strong industry relationships.
Mr Hansen is not currently a director of any other listed company and has not held any directorships in the last three
years.
Equity interests in the Company: Nil
Mr Ryan Gaffney
Non-Executive Director - (resigned 4 September 2019)
Mr Gaffney holds a BSBA in Finance and Economics from the Daniels College of Business, University of Denver, Colorado.
Ryan, based in London, UK, currently runs an independent advisory and consulting business focused on Mergers and
Acquisitions advisory and fundraising for small and medium-cap companies. He was previously a Managing Director with
Canaccord Genuity in London, where he focused on providing natural resources clients with mergers and acquisitions,
financing, and advisory services from 2002 to 2015.
Mr Gaffney is not currently a director of any other listed company and has not held any directorships in the last three
years.
Equity interests in the Company: 500,000 ordinary shares and 500,000 performance rights.
Mr Adam Santa Maria
Non-Executive Director - (resigned 4 September 2019)
Mr Adam Santa Maria was appointed to the Board as a Non-Executive Director on June 5 2018 Mr Santa Maria is an
experienced corporate finance and public company executive and co-founder of Discovery Capital Partners, an emerging
boutique investment house and advisory firm focused on identifying and developing potential tier 1 assets and businesses
and which has led or advised on over $100 million in transactions since its inception in 2017. Both as a practicing lawyer
and investment banker, he has advised many of Australia’s leading and emerging companies on a number of significant
corporate and commercial transactions throughout all stages of their development. Mr Santa Maria has particular
expertise in corporate and commercial law and transaction execution, focusing on equity capital markets, corporate
governance and M&A.
Mr Santa Maria is currently a Chairman of Acacia Coal Limited. In the past three years, Mr Santa Maria has not held any
directorships.
Equity interests in the Company: 1,500,000 ordinary shares.
16
AUROCH MINERALS 15
ANNUAL REPORT 2019 AUROCH MINERALS LIMITED
DIRECTORS REPORT
DIRECTORS MEETING
There were no formal Directors’ meetings held during the period. The Directors’ conducted formal business via circulating
resolution.
REMUNERATION REPORT (Audited)
The Remuneration Report is set out under the following main headings:
§ Remuneration policy
§ Details of remuneration
§ Share-based compensation
§ Equity instrument disclosures relating to Key Management Personnel
§ Loans to Key Management Personnel
§ Other transactions with Key Management Personnel
§ Service agreements
The information provided in this remuneration report has been audited as required by section 308 (3C) of the Corporations
Act 2001.
This report details the nature and amount of remuneration for each Director of Auroch Minerals Limited and key
management personnel of the group. Those who are considered key management personnel of the group during the
period are as follows:
1. Glenn Whiddon (Chairman)
2. Mr Aidan Platel (Managing Director – Appointed 4 September 2019)
3. Mr Chris Hansen (Non-Executive Director – Appointed 4 September 2019
4. Ryan Gaffney (Non-Executive Director – Resigned 4 September 2019)
5. Adam Santa Maria (Non-Executive Director – Resigned 4 September 2019)
6. James Bahen (Company Secretary and Financial Controller)
Remuneration policy
The remuneration policy of Auroch has been designed to align director and management objectives with shareholder and
business objectives by providing a fixed remuneration component, and offering specific long-term incentives, based on
key performance areas affecting the Group’s financial results. Key performance areas of the Group include cash flow,
share price, exploration results and development of cash-generating business activities. The Board of Directors (the Board)
of Auroch believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best
management and directors to run and manage the Group, as well as create goal congruence between directors, executives
and shareholders.
Voting and comments made at the company’s 2018 Annual General Meeting
At the 2018 Annual General Meeting the Company remuneration report was passed by the requisite majority of
shareholders (100% by a show of hands).
Remuneration Governance
The Board’s policy for determining the nature and amount of remuneration for Board members and senior executives of
the Group is as follows:
The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was
developed and approved by the Board. All executives receive a base salary (which is based on factors such as length of
service and experience), superannuation, fringe benefits and the ability to receive options and performance-based
incentives. The remuneration committee, composed of the full Board, reviews executive packages annually by reference
to the Group’s performance, executive performance, and comparable information from industry sectors and other listed
companies in similar industries.
17
16 AUROCH MINERALS
DIRECTORS’ REPORTANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS REPORT
Executives are also entitled to participate in the employee share and option arrangements.
The employees of the Group receive a superannuation guarantee contribution required by the government, which is
currently 9.5%, and do not receive any other retirement benefits.
All remuneration paid to Directors and executives is valued at the cost to the Group and expensed. Options (if applicable)
given to Directors and Key Management Personnel are valued using an appropriate option pricing methodology.
The Board policy is to remunerate non-executive Directors at the lower end of market rates for comparable companies
for time, commitment, and responsibilities. The remuneration committee 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. Fees for non-executive Directors are not linked to the performance of the Group.
However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Group.
The maximum aggregate amount of fees that can be paid to non-executive Directors was approved by shareholders at a
General Meeting held on 11 February 2011. The maximum amount of fees payable to non-executive directors is $250,000
per annum.
The Board expects that the remuneration structure implemented will result in the company being able to attract and
retain the best executives to run the Company. It will also provide executives with the necessary incentives to work to
grow long-term shareholder value.
The payment of bonuses, options and other incentive payments are reviewed by the Board as part of the review of
executive remuneration. All bonuses, options and incentives must be linked to predetermined performance criteria. The
Board can exercise its discretion in relation to approving incentives, bonuses and options. Any changes must be justified
by reference to measurable performance criteria. During the Period no performance-based incentives, options or bonuses
were granted to any director or executive. As such, no pre-determined performance criteria have been outlined for the
existing Board.
During the year the company did not seek the advice of remuneration consultants.
Company performance, shareholder wealth and director and executive remuneration
The following table shows gross revenue, profits/losses and share price of the Group at the end of the current and previous
financial years since incorporation. There is no link between company performance and remuneration given the current
nature of the Company’s operations.
30 June
2019
$
30 June
2018
$
30 June
2017
$
30 June
2016
$
Revenue from continuing operations (interest only)
Net profit/(loss)
Share price
The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives.
This will be achieved via offering performance incentives based on key performance indicators.
25,095
(1,387,644)
$0.05
242,275
(1,919,686)
$0.145
115,189
(3,679,893)
$0.08
1,178
2,510,541
$0.13
18
AUROCH MINERALS 17
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS REPORT
Details of remuneration
2019
Short-term
benefits
Post-
employment
benefits
Share-based
Payment
Name
Cash
Super-
Equity
Options
Total
Salary and
Fees
annuation
Glenn Whiddon
Aidan Platel1
Chris Hansen2
Ryan Gaffney3
Adam Santa Maria4
Other
James Bahen
Total
114,400
200,000
-
35,000
36,000
70,000
455,400
-
19,000
-
-
-
143,715
95,810
-
47,905
-
6,650
47,905
25,650
335,335
-
-
-
-
-
-
-
258,116
314,810
-
82,905
36,000
124,555
816,385
(1) Aidan Platel was CEO during the year then was appointed Managing Director on 4 September 2019.
(2) Chris Hansen was appointed Non-Executive Director on 4 September 2019.
(3) Ryan Gaffney resigned on 4 September 2019.
(4) Adam Santa Maria resigned on 4 September 2019.
Details of remuneration
2018
Name
Short-term
benefits
Cash
Salary and
Fees
Post-
employment
benefits
Super-
annuation
Share-based
Payment
Equity
Options
Total
Glenn Whiddon
Ryan Gaffney
Adam Santa Maria1
David Lenigas 2
Other
Aidan Platel 3
Andrew Tunks4
James Bahen
Total
159,200
60,000
3,000
62,000
16,667
121,857
62,029
484,753
-
-
-
-
146,439
48,813
-
48,813
1,583
97,626
-
5,893
7,476
-
48,813
390,504
-
-
-
-
-
-
-
-
305,639
108,813
3,000
110,813
115,876
121,857
116,734
882,733
(1) Adam Santa Maria was appointed on 5 June 2018.
(2) David Lenigas resigned 5 June 2018.
(3) Aidan Platel appointed 1 June 2018.
(4) Andrew Tunks resigned 15 December 2017
19
%
perf.
based
%
Equity
based
-
-
-
-
-
-
-
56%
30%
-
58%
-
38%
-
%
perf.
based
%
Equity
based
-
-
-
-
-
-
-
-
48%
45%
-
44%
84%
-
42%
-
18 AUROCH MINERALS
DIRECTORS’ REPORTANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS REPORT
Share-based compensation
The Auroch Minerals Limited Employee Share Plan (the “Plan”) is used to reward Directors and employees for their
performance and to align their remuneration with the creation of shareholder wealth. Approved by Shareholders 4 April
2013 the Plan is designed to provide long-term incentives to deliver long-term shareholder returns. Participation in the
Plan is at the discretion of the Board and no individual has a contractual right to participate in the plan or to receive any
guaranteed benefits.
During the Period no shares were issued under the Plan.
Shares
There were no shares issued to Directors or employees by the Group under the Plan during the year (2018: Nil), refer to
the above table for details of share-based payments to Directors and employees not under the Plan.
Options
There were no options issued to Directors or employees by the Group (2018: Nil) under the Plan during the year.
Performance Rights
The Plan is open to any eligible persons who are full-time or permanent part time employees of the Company, or a related
body corporate which includes directors, the company secretary and officers or other such persons as the Board
determines to be eligible to receive grants of Performance Rights under the Plan. Subject to the satisfaction of the vesting
conditions given to eligible participants, each Performance Right vest to one Share.
The Performance Rights are issued for nil cash consideration and no consideration will be payable upon the vesting of the
Performance Rights. Vesting conditions, if any, are determined by the Board from time to time and set out in individual
offers for the grant of Performance Rights. Shares issued upon vesting may be freely transferred subject to compliance
with the Group’s securities trading rules.
No Performance Rights were granted in the year ended 30 June 2019. 1,750,000 performance rights vested during the
year. The fair value per performance right on issue is $0.1.
The Performance Rights granted in the year to 30 June 2018 will vest as follows: 25% will vest immediately on the date of
grant 25% will vest every six months thereafter, provided that on the relevant vesting date the holder remains employed
by, or contracted to provide services to, the Company.
The Performance Rights will vest immediately on a change of control of The Company.
Equity Instrument Disclosures Relating to Key Management Personnel
(i) Options provided as remuneration and shares issued on any exercise of such options
There were no options provided as remuneration and shares issued on any exercise of such options issued during the
period.
20
AUROCH MINERALS 19
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS REPORT
(ii) Option holdings
At the end of the period, the Director’s option holdings are as follows:
Balance at the
2019
start of the period
Received during
the period
Other changes during the
period
Balance at the end
of the period
Options
Directors
Glenn Whiddon1
Aidan Platel2
Chris Hansen3
Ryan Gaffney4
Adam Santa Maria5
Employees
James Bahen6
Total
4,668,147
-
-
-
-
-
4,668,147
-
-
-
-
-
-
-
(1,206,607)
1,191,650
-
-
-
3,461,540
1,191,650
-
-
-
509,003
494,046
509,003
5,162,193
(1) During the year Glenn Whiddon acquired 3,461,540 options in the pro rata offer and had 4,668,147 options expire during the year.
(2) Aidan Platel was CEO during the year then was appointed Managing Director on 4 September 2019. During the year Aidan Platel acquired
1,191,650 options in the pro rata offer.
(3) Chris Hansen was appointed Non-Executive Director on 4 September 2019.
(4) Ryan Gaffney resigned on 4 September 2019.
(5) Adam Santa Maria resigned on 4 September 2019.
(6) During the year James Bahen acquired 509,003 options in the pro rata offer.
(iii) Share holdings
Aggregate numbers of shares of the Group held directly, indirectly or beneficially by Directors or key management
personnel of the Group at the date of this report:
2019
Fully Paid Shares
Directors
Glenn Whiddon
Aidan Platel1
Chris Hansen2
Ryan Gaffney3
Adam Santa Maria4
Employees
James Bahen
Total
Balance at the
start of the period
Received during
the period
Other changes during the
period
Balance at the end
of the period
9,634,627
575,000
-
250,000
1,500,000
350,000
12,309,627
-
-
-
-
-
-
-
-
500,000
-
250,000
-
9,634,627
1,075,000
-
500,000
1,500,000
250,000
1,000,000
600,000
13,309,627
Aidan Platel was CEO during the year then was appointed Managing Director on 4 September 2019.
(1)
(2) Chris Hansen was appointed Non-Executive Director on 4 September 2019.
(3) Ryan Gaffney resigned on 4 September 2019.
(4) Adam Santa Maria resigned on 4 September 2019.
21
20 AUROCH MINERALS
DIRECTORS’ REPORTANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS REPORT
(iii) Performance Rights Holdings
Aggregate numbers of Performance Rights holdings of the Group held directly, indirectly or beneficially by Directors or
key management personnel of the Group at the date of this report:
2019
Performance Rights
Directors
Balance at
the start of
the period
Received during the
period
Converted/vested during
the period
Balance at the end
of the period
2,250,000
1,500,000
-
750,000
-
Glenn Whiddon
Aidan Platel1
Chris Hansen2
Ryan Gaffney3
Adam Santa Maria4
Employees
James Bahen
Total
(1)
(2) Chris Hansen was appointed Non-Executive Director on 4 September 2019.
(3) Ryan Gaffney resigned on 4 September 2019.
(4) Adam Santa Maria resigned on 4 September 2019.
750,000
5,250,000
Aidan Platel was CEO during the year then was appointed Managing Director on 4 September 2019.
-
-
-
-
-
-
-
(750,000)
(500,000)
-
(250,000)
-
(250,000)
(1,750,000)
1,500,000
1,000,000
-
500,000
-
500,000
3,500,000
Loans to Key Management Personnel
There were no loans to key management personnel during the year.
Other transactions with Key Management Personnel
Adam Santa Maria is a director of Discovery Capital Partners Pty Ltd. During the period ended 30 June 2019 the Company
was providing corporate advisory services to Auroch Minerals Limited. Payments to Discovery Capital Partners Pty Ltd
during the relevant period total $90,000, (2018: $65,000). The amounts owed to Discovery Capital Partners Pty as at 30
June 2019 was nil (2018: $nil).
Glenn Whiddon is a related party of 6466 Investments Pty Ltd. During the period ended 30 June 2018 the Company paid
$7,958 (2018: 132,715) to 6466 Investments Pty Ltd for the reimbursement of costs in relation due diligence costs
associated with project identification.
Service Agreements
Mr Adan Platel has a consultancy agreement with the Company whereby Mr Platel provides services in his capacity as
Chief Executive Officer. The consulting agreement commenced on 1 June 2018 for an indefinite term at $200,000 per
annum. The Company or Mr Platel may terminate the agreement by giving two months’ notice, or by the Company making
two months’ payment in lieu of notice.
Mr James Bahen has an executive employment agreement with the Company whereby Mr Bahen provides services in his
capacity as Company Secretary and Financial Controller. The agreement commenced on 10 April 2017 for an indefinite
term at $70,000 per annum. The Company or Mr Bahen may terminate the agreement by giving three months’ notice, or
by the Company making one months’ payment in lieu of notice.
End of Audited Remuneration Report
22
AUROCH MINERALS 21
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS REPORT
OPERATING RESULTS
The net loss after providing for income tax amounted to $1,387,644 (2018: loss $3,679,893).
PRINCIPAL ACTIVITY
The principal activity of the Group is mineral exploration and development.
DIVIDENDS
There were no dividends paid or recommended during the financial year ended 30 June 2019 (2018: Nil).
FINANCIAL POSITION
The net assets of the Group at 30 June 2019 are $5,050,974 (2018: $5,523,331).
ENVIRONMENTAL REGULATIONS
In the normal course of business, there are no environmental regulations or requirements that the Group is subject to.
Greenhouse gas and energy data reporting requirements
The Company is not required to report under the Energy Efficiencies Opportunity Act 2006 or the National Greenhouse
and Energy Efficient Reporting Act 2007 (the Acts).
INDEMNIFYING OFFICERS OR AUDITOR
In accordance with the constitution, except as may be prohibited by the Corporations Act 2001 every Officer of the
Company shall be indemnified out of the property of the Company against any liability incurred by him in his capacity as
Officer, auditor or agent of the Company or any related corporation in respect of any act or omission whatsoever and
howsoever occurring or in defending any proceedings, whether civil or criminal. During the period the Group paid $34,478
in premiums for Directors and Officer Insurance.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purposes of taking
responsibility on behalf of the Group for all or part of those proceedings.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
There has been no other significant changes in the state of affairs of the Group during the financial year.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
In the opinion of the Directors, disclosure of any further information on likely developments in operations and expected
results would be prejudicial to the interests of the Group, the consolidated entity and shareholders.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
Placement
On 1 August 2019 the company announced announce it has received firm commitments for a placement of 9,000,000
shares at $0.07 per share to raise a total of A$630,000 (before costs).
The placement received strong interest from sophisticated or professional investors, reflecting investor confidence in
Auroch. Golden Triangle Pty Ltd was Lead Manager to the placement received a fee of 6% on all funds raised and 3,000,000
unlisted options each exercisable at $0.10 and expiring on 30 November 2021 for providing these services. The shares and
options were issued on 5 August 2019 and were issued within the Company’s placement capacity under ASX Listing Rule
7.1.
23
22 AUROCH MINERALS
DIRECTORS’ REPORTANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS REPORT
The issue price of $0.07 per share under the placement represents a 6.2% discount to the Company’s 15-day Weighted
Average Volume price (VWAP).
Proceeds from the placement will be used to fund a drilling campaign on the Saints Nickel Project, exploration activities
on the Leinster Nickel Project and for the Company's general working capital requirements.
General Meeting to Approve the Acquisition of the Saints and Leinster Nickel Project
On 22 August 2019 the company held a General Meeting to approve the acquisitions of the Saints and Leinster Nickel
Projects. The Company advises that all resolutions put to shareholders at the General Meeting were carried on
a show of hands.
Appointment of Managing Director and Board Change
On 4 September 2019, the company announced that Mr. Aidan Platel accepted the position of Managing Director of the
Company. Simultaneous to this appointment, Mr. Chris Hansen joined the Board as a Non-Executive Director, replacing
Mr. Adam Santa Maria who stepped down as planned.
NON AUDIT SERVICES
During the financial period the following fees were paid or payable for services provided by the auditor:
BDO Corporate Tax (WA) Pty Ltd, tax compliance
BDO Corporate Finance (WA) Pty Ltd, option valuation
2019
$
17,240
-
17,240
2018
$
8,415
733
9,148
The Group may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s
expertise and experience with the Group and/or the group are important.
The board of directors has considered the position and is satisfied that the provision of the non-audit services 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 did not compromise the auditor independence requirements of the
Corporations Act 2001 for the following reasons:
all non-audit services have been reviewed by the board of directors to ensure they do not impact the impartiality
and objectivity of the auditor
none of the services undermine the general principles relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the independence declaration by the lead auditor under section 307C of the Corporations Act 2001 is
included on page 24 of this financial report.
This report is signed in accordance with a resolution of the Board of Directors.
Glenn Whiddon
DIRECTOR
Dated this 20th day of September 2019
24
AUROCH MINERALS 23
ANNUAL REPORT 2019 Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF AUROCH MINERALS LIMITED
As lead auditor of Auroch Minerals Limited for the year ended 30 June 2019, I declare that, to the best
of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Auroch Minerals Limited and the entities it controlled during the
period.
Dean Just
Director
BDO Audit (WA) Pty Ltd
Perth, 20 September 2019
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
AUROCH MINERALS LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
Revenue
Gain/(Loss) on disposal of non-current asset
Amounts recovered from previously impaired debt
Less Expenses:
Accounting fees
Audit fees
Advertising and marketing
Consulting fees
Directors expense
Employee benefits expense
Corporate and regulatory fees
Impairment of financial assets
Impairment of capitalised expenditure
Legal costs
Rent
Share based payment expense
Travel & accommodation
Finance costs
Foreign exchange gain/(loss)
Other expenses
(Loss) before income tax
Income tax expense
(Loss) after income tax
Note
3
8
2019
$
25,095
(14,342)
73,153
(35,000)
(9,944)
(66,779)
(218,600)
(94,000)
(295,650)
(12,274)
-
-
(57,112)
(34,833)
(335,462)
(25,161)
(1,181)
31,196
(450,308)
(1,387,644)
2018
$
115,189
4,926
183,017
(39,648)
(40,500)
(13,763)
(397,288)
(85,000)
(208,028)
(11,278)
(1,437,647)
(55,518)
(102,298)
(28,200)
(390,505)
(46,791)
-
51,326
(1,177,886)
(3,679,893)
5
-
-
(1,387,644)
(3,679,893)
Profit from sale of discontinued operations
Profit/(Loss) for the year
-
-
(1,387,644)
(3,679,893)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes
26
AUROCH MINERALS 25
ANNUAL REPORT 2019
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
AUROCH MINERALS LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
Other comprehensive income
Items that have been reclassified to the profit or loss
Exchange differences on disposal of controlled entities
Items that may be reclassified to the profit or loss
Exchange difference on translation of foreign operations
Other comprehensive income/(loss) for the year net of tax
Total comprehensive income/(loss) for the year attributable to
the owners of Auroch Minerals Limited
Note
2019
$
2018
$
-
-
-
-
-
-
(1,387,644)
(3,679,893)
Basic loss per share (cents per share) from continuing operations
6
(1.39)
(4.14)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes.
27
26 AUROCH MINERALS
ANNUAL REPORT 2019
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AUROCH MINERALS LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Total Current Assets
Non-current Assets
Property, plant and equipment
Mineral exploration and evaluation expenditure
Total Non-current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
TOTAL EQUITY
Note
2019
$
2018
$
7
8
9
10
11
12
13
14
1,733,184
35,728
4,530,142
45,981
1,768,912
4,576,123
496
3,408,056
15,278
1,005,718
3,408,552
1,020,996
5,177,464
5,597,119
126,490
126,490
126,490
152,187
152,187
152,187
5,050,974
5,444,931
11,831,619
11,656,620
1,458,656
(8,239,302)
639,969
(6,851,658)
5,050,974
5,444,931
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
28
AUROCH MINERALS 27
ANNUAL REPORT 2019
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AUROCH MINERALS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
Contributed
Equity
Accumulated
Losses
$
$
11,656,620
-
(6,851,658)
(1,387,644)
-
-
-
-
-
(1,387,644)
-
-
-
Option
Reserve
$
Share Based
Payments
Reserve
Total Equity
$
$
230,117
409,852
-
-
-
-
658,352
-
-
-
-
-
(175,000)
335,335
-
5,444,931
(1,387,644)
-
(1,387,644)
-
658,352
-
335,335
Balance at 1 July 2018
Profit/Loss for year
Exchange difference on
operations
foreign
Total comprehensive loss for year
Transactions with owners in their
capacity as owners:
Issue of shares
Issue of Options
Conversion of Performance Rights
Share based payment expense
175,000
-
Balance at 30 June 2019
11,831,620
(8,239,302)
888,469
570,187
5,050,974
Balance at 1 July 2017
Profit/Loss for year
Exchange difference on
foreign
operations
Total comprehensive loss for year
Transactions with owners in their
capacity as owners:
Issue of shares
Share based payment expense
Balance at 30 June 2018
Balance at 1 July 2017
10,467,539
-
(3,171,765)
(3,679,893)
-
-
-
(3,679,893)
230,117
194,347
-
-
-
-
-
-
7,720,238
(3,679,893)
-
(3,679,893)
1,189,081
-
11,656,620
-
-
(6,851,658)
10,467,539
(3,171,765)
-
-
230,117
230,117
-
215,505
409,852
1,189,081
215,505
5,444,931
194,347
7,720,238
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
29
28 AUROCH MINERALS
ANNUAL REPORT 2019
CONSOLIDATED STATEMENT OF CASH FLOWS
AUROCH MINERALS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Interest received
Interest paid
Net cash (outflow) from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Repayment of borrowing
Proceeds from Sale of plant, equipment and prospects
Payments for exploration expenditure
Proceeds from sale of prospects
Net cash inflow from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares and options
Net cash inflow from financing activities
Net increase/(decrease) in cash and cash equivalents
Foreign exchange movement on cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Note
2019
$
2018
$
15
(1,090,957)
24,677
-
(1,066,280)
73,153
4,926
(2,496,982)
-
(2,418,904)
658,352
658,352
(2,826,832)
29,875
4,530,142
(2,102,286)
21,491
(1)
(2,080,796)
168,286
-
(106,439)
1,557,009
1,618,856
102,280
102,280
(359,660)
98,966
4,790,836
NET CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
7
1,733,184
4,530,142
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
30
AUROCH MINERALS 29
ANNUAL REPORT 2019
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In order to assist in the understanding of the accounts, the following summary explains the material accounting policies
that have been adopted in the preparation of the accounts.
(a) Basis of Preparation
These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards,
other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations
and the Corporations Act 2001. The Company is a for-profit entity for the purpose of preparing these financial statements.
Compliance with IFRS
The financial statements of the company also comply with International Financial Reporting Standards (IFRS) as issued by
the International Accounting Standards Board (IASB)
Historical cost convention
These financial statements have been prepared on an accruals basis and are based on historical costs and do not take into
account changing money values or, except where stated, current valuations of non-current assets. Cost is based on the
fair values of the consideration given in exchange for assets.
Early adoption of new standards
The Group has elected not to early adopt any new standards issued not yet effective. Refer to note 1 (t) for an assessment
of the impact of these standards to the Group.
(b) New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended
Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
The following Accounting Standards and Interpretations are most relevant to the consolidated entity:
AASB 9 Financial Instruments
The consolidated entity has adopted AASB 9 from 1 July 2018. The standard introduced new classification and
measurement models for financial assets. A financial asset shall be measured at amortised cost if it is held within a
business model whose objective is to hold assets in order to collect contractual cash flows which arise on specified dates
and that are solely principal and interest. A debt investment shall be measured at fair value through other comprehensive
income if it is held within a business model whose objective is to both hold assets in order to collect contractual cash
flows which arise on specified dates that are solely principal and interest as well as selling the asset on the basis of its
fair value. All other financial assets are classified and measured at fair value through profit or loss unless the entity
makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-
for-trading or contingent consideration recognised in a business combination) in other comprehensive income ('OCI').
Despite these requirements, a financial asset may be irrevocably designated as measured at fair value through profit or
loss to reduce the effect of, or eliminate, an accounting mismatch. For financial liabilities designated at fair value
through profit or loss, the standard requires the portion of the change in fair value that relates to the entity's own credit
risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting requirements
are intended to more closely align the accounting treatment with the risk management activities of the entity. New
impairment requirements use an 'expected credit loss' ('ECL') model to recognise an allowance. Impairment is measured
using a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial
recognition in which case the lifetime ECL method is adopted. For receivables, a simplified approach to measuring
expected credit losses using a lifetime expected loss allowance is available.
31
30 AUROCH MINERALS
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
AASB 15 Revenue from Contracts with Customers
The consolidated entity has adopted AASB 15 from 1 July 2018. The standard provides a single comprehensive model for
revenue recognition. The core principle of the standard is that an entity shall recognise revenue to depict the transfer
of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to
be entitled in exchange for those goods or services. The standard introduced a new contract-based revenue recognition
model with a measurement approach that is based on an allocation of the transaction price. This is described further in
the accounting policies below. Credit risk is presented separately as an expense rather than adjusted against revenue.
Contracts with customers are presented in an entity's statement of financial position as a contract liability, a contract
asset, or a receivable, depending on the relationship between the entity's performance and the customer's payment.
Customer acquisition costs and costs to fulfil a contract can, subject to certain criteria, be capitalised as an asset and
amortised over the contract period.
Impact of adoption
None of the new Standards and amendments to Standards that are mandatory for the first time for the financial year
beginning 1 July 2018 affected any of the amounts recognised in the current period or any prior period and is not likely
to affect future periods. Additionally, they did not significantly affect the Group’s accounting policies or any of the
disclosures.
(c) Principles of Consolidation
Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Auroch Minerals Limited
as at 30 June 2019 and the results of all subsidiaries for the year then ended. Auroch Minerals Limited and its subsidiaries
together are referred to in this financial report as the group or the consolidated entity.
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity
when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated
from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted
by the Group.
Joint arrangements
Under AASB 11 Joint Arrangements investments in joint arrangements are classified as either joint operations or joint
ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal
structure of the joint arrangement.
Joint operations
The group recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of
any jointly held or incurred assets, liabilities, revenues and expenses.
Joint ventures
Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the
consolidated statement of financial position.
32
AUROCH MINERALS 31
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
(d) Impairment of Assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such
indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s
recoverable amount.
An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an
individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets
or groups of assets and the asset’s values in use cannot be estimated to be close to its fair value. In such cases the asset
is tested for impairment as part of the cash generating unit to which it belongs.
When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-
generating unit is considered impaired and is written down to its recoverable amount. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset.
Impairment losses relating to continuing operations are recognised in those expense categories consistent with the
function of the impaired asset unless the asset is carried at re-valued amount (in which case the impairment loss is treated
as a revaluation decrease).
As assessment is also made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is
estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to
determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying
amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount
that would have been determined, net of depreciation, had the impairment loss been recognised for the asset in prior
years. Such reversal is recognised in profit or loss unless the asset is carried at the re-valued amount, in which case the
reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to
allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
(e) Share Based Payment Transactions
Under AASB 2 Share Based Payments, the Group must recognise the fair value of shares and options granted to directors,
employees and consultants as remuneration as an expense on a pro-rata basis over the vesting period in the Statement
of Profit or Loss and Other Comprehensive Income with a corresponding adjustment to equity.
Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The
total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected
to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any,
in profit or loss, with a corresponding adjustment to equity. No revision to original estimates is made in respect of options
issued with market based conditions.
The Group provides benefits to employees (including directors) of the Group in the form of share based payment
transactions, whereby employees render services in exchange for shares or rights over shares (“equity-settled
transactions”). The cost of these equity-settled transactions with employees (including directors) is measured by reference
to fair value at the date they are granted. The fair value is determined using an appropriate option pricing model.
In relation to the valuation of the share-based payments, these are valued using an appropriate option valuation method.
Once a valuation is obtained management use an assessment as to the probability of meeting non-market based
conditions. Market conditions are vested over the period in which management assess it will take for these conditions to
be satisfied.
33
32 AUROCH MINERALS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
(f) Segment Reporting
Operating segments are reported in a manner that is consistent with the internal reporting to the chief operating decision
maker (“CODM”), which has been identified by the Group as the Managing Director and other members of the Board of
directors.
(g) Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for
disclosure purposes.
The carrying value less impairment provision of trade receivables and payables are assumed to approximately their fair
value due to their short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by
discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar
financial instruments.
(h) Income Tax and Other Taxes
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of
the reporting period in the countries where the Group’s subsidiaries and associates operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provision where appropriate on the basis of amounts expected to be
paid to the tax authorities. Adjustments to current income tax are made to take into account any change in tax rates
between the Company and its subsidiaries.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not
recognised if they arise from the initial recognition of goodwill.
Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction
other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end
of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred
income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax
bases of investments in foreign operations where the Group 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.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either
to settle on a net basis, or to realise the asset and settle the liability simultaneously.
34
AUROCH MINERALS 33
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
Auroch Minerals Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation
legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these
entities are set off in the financial statements.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or
directly in equity, respectively.
(i) Exploration and Evaluation Expenditure
The Group’s policy with respect to exploration and evaluation expenditure is to use the area of interest method. Under
this method exploration and evaluation expenditure is carried forward on the following basis:
i.
ii.
Each area of interest is considered separately when deciding whether, and to what extent, to carry forward or
write off exploration and evaluation costs; and
Exploration and evaluation expenditure related to an area of interest is carried forward provided that rights to
tenure of the area of interest are current and that one of the following conditions is met:
such evaluation costs are expected to be recouped through successful development and exploitation of
the area of interest or alternatively, by its sale; or
exploration and/or evaluation activities in the area of interest have not yet reached a stage which permits
a reasonable assessment of the existence or otherwise of economically recoverable reserves and active
and significant operations in relation to the area are continuing.
Exploration and evaluation costs accumulated in respect of each particular area of interest include only net direct
expenditure.
(j) Cash and Cash Equivalents
For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand, cash in bank accounts,
money market investments readily convertible to cash within two working days, and bank bills but net of outstanding bank
overdrafts.
(k) Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the
initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured
at either amortised cost or fair value depending on their classification. Classification is determined based on both the
business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless,
an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the
consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, it's carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as
financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading,
where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative;
or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or
loss.
35
34 AUROCH MINERALS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the consolidated
entity intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial
recognition.
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either
measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance
depends upon the consolidated entity's assessment at the end of each reporting period as to whether the financial
instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable
information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected
credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is
attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit
impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's
lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability
weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective
interest rate.
For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within
other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss.
(l) Earnings Per Share
(i) Basic Earnings Per Share
Basic earnings per share is determined by dividing the operating loss attributable to the equity holder of the Company
after income tax by the weighted average number of ordinary shares outstanding during the financial year.
(ii) Diluted Earnings Per Share
Diluted earnings per share adjusts the figures used in determination of basic earnings per share by taking into account
amounts unpaid on ordinary shares and any reduction in earnings per share that will arise from the exercise of options
outstanding during the year.
(m) Revenue recognition
Revenue is measured at 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:
Interest income is recognised as it accrues using the effective interest method.
(n) Trade and Other Receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement
within 30 days.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days
overdue.
36
AUROCH MINERALS 35
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
(o) Trade and Other Payables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for
settlement within 30 days.
(p) Borrowings Cost
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 of sale.
All other borrowing costs are recognised as expenses in the period in which they are incurred.
(q) Goods and Service Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST except:
• Where the GST incurred on the purchase of goods and services is not recoverable from the taxation
authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of
the expense item as applicable; and
• Receivable and payable are stated with the amount of GST included.
The amount of GST recoverable from the taxation authority is included as part of the receivables in the Statement
of financial position. The amount of GST payable to the taxation authority is included as part of the payables in
the Statement of financial position.
Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows
arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are
classified as operating cash flows.
(r) Contributed Equity
Issued and paid up capital is recognised at the fair value of the consideration received by the Group. Any
transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the
share proceeds received.
(s) Foreign currency translation
Functional and presentation currency
Items included in the financial statements of the Group are measured using the currency of the primary economic
environment in which the Group operates (‘the functional currency). The consolidated financial statements are
presented in Australian dollars, which is the Group’s functional and presentation currency.
Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:
• assets and liabilities for each Statement of Financial Position presented are translated at the closing rate
•
at the date of that Statement of Financial Position.
income and expenses for each Statement of Profit or Loss and Other Comprehensive Income are translated
at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the
rates prevailing on the transaction dates, in which case income and expenses are translated at the dates
of the transactions), and
• all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and
of borrowings and other financial instruments designated as hedges of such investments, are recognised in other
comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment
37
36 AUROCH MINERALS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
are repaid, a proportionate share of such exchange difference is reclassified to profit or loss, as part of the gain or
loss on sale where applicable.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of
the foreign operation and translated at the closing rate.
Transactions and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the dates of
the transactions. Foreign currency monetary assets and liabilities at the reporting date are translated at the exchange
rate existing at reporting date. Exchange differences are recognised in profit or loss in the period in which they arise.
No dividends were paid or proposed during the year.
(t) Parent entity information
The financial information for the parent entity, disclosed in Note 27 has been prepared on the same basis as the
consolidated financial statements, except as set out below.
(i) Investments in subsidiaries, associates and joint venture entities
Investments in subsidiaries are accounted for at cost in the financial statements. Dividends received from associates are
recognised in the parent entity’s profit or loss when its right to receive the dividend is established.
(u) Standards and Interpretations in issue not yet adopted
At the date of authorisation of the financial report, a number of Standards and Interpretations including those Standards
and Interpretations issued by the IASB/IFRIC, where an Australian equivalent has not been made by the AASB, were in
issue but not yet effective for which the Entity has considered it unlikely for there to be a material impact on the financial
statements.
AASB reference
AASB 16
and
Title
Affected
Standard(s):
Leases
Application
date:
Impact
Application
on
Initial
Effective
for periods
beginning
on or after
1 July 2019
The consolidated entity
will adopt this standard
from 1 July 2019 but the
impact of its adoption is
not expected
to be
material.
Nature of Change
AASB 16 eliminates the operating and
finance lease classifications for lessees
currently accounted for under AASB 117
Leases. It instead requires an entity to
bring most leases into its statement of
financial position in a similar way to how
existing finance leases are treated under
AASB 117. An entity will be required to
recognise a lease liability and a right-of-
use asset in its statement of financial
position for most leases.
There are some optional exemptions for
leases with a period of 12 months or less
and for low value leases.
Lessor accounting
unchanged from AASB 117.
remains
largely
38
AUROCH MINERALS 37
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
In preparing these Financial Statements the Group has been required to make certain estimates and assumptions
concerning future occurrences. There is an inherent risk that the resulting accounting estimates will not equate exactly
with actual events and results.
(a) Significant accounting judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, apart from
those involving estimations, which have the most significant effect on the amounts recognised in the financial statements.
Capitalisation of exploration and evaluation expenditure
The Group has capitalised exploration and evaluation expenditure on the basis either that this is expected to be recouped
through future successful development (or alternatively sale) of the Areas of Interest concerned or on the basis that it is
not yet possible to assess whether it will be recouped. Refer to note 10 for further details.
Receivables
Collectability of trade and other receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible
are written off. An allowance account (provision for impairment of trade receivables) is used when there is objective
evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables.
The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated
future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not
discounted if the effect of discounting is immaterial. The amount of the allowance is recognised as impairment in the
statement of profit or loss and other comprehensive income.
(b) Significant accounting estimates and assumptions
The carrying amount of certain assets and liabilities are often determined based on estimates and assumptions of future
events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of certain assets and liabilities within the next annual reporting period are:
Impairment of capitalised exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors,
including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the
related exploration and evaluation asset through sale.
Factors that could impact the future recoverability include the level of reserves and resources, future technological
changes, costs of drilling and production, production rates, future legal changes (including changes to environmental
restoration obligations) and changes to commodity prices.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined using the Black Scholes model. Should
the assumptions used in these calculations differ, the amounts recognised could significantly change. Details of estimates
used can be found in Note 20.
39
38 AUROCH MINERALS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)
Asset Acquisition
When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned a carrying
amount based on their relative fair values in an asset purchase transaction and no deferred tax will arise in relation to the
acquired assets and assumed liabilities as the initial recognition exemption for deferred tax under AASB 112 applies. No
goodwill will arise on the acquisition and transaction costs of the acquisition will be included in the capitalised cost of the
asset. Assets acquired during the period were exploration expenditure.
40
AUROCH MINERALS 39
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
3. REVENUE
From continuing operations
Interest received
Total
4. EXPENSES
Profit/Loss includes the following specific expenses:
Consultants and advisory fees
Advertising and marketing
Share registry costs
Depreciation
5. TAXATION
The components of tax expense comprise:
Current tax
Deferred tax
The prima facie tax payable/(benefit) on profit/(loss) from ordinary activities before
income tax is reconciled to the income tax as follows:
Profit/(Loss) before income tax
Profit/(Loss) before income tax from discontinued operations
Prima facie tax benefit on loss from continuing activities before income tax at 27.5%
(2018: 27.5%)
Add/(subtract) tax effect of:
Expenditure not deductible
Other
Deferred tax assets relating to tax losses not recognised
Total income tax expense
The franking account balance at year end was $nil.
Deferred tax assets and liabilities not recognised relate to the following:
Deferred tax assets
Tax losses
Other temporary differences
Capital loss
Exploration expenditure
Net deferred tax assets
41
2019
$
25,095
25,095
2018
$
115,189
115,189
2019
$
218,600
66,779
12,991
439
2018
$
397,288
13,763
12,991
5,164
2019
$
2018
$
-
-
-
-
-
-
(1,387,644)
(3,679,893)
(416,293)
(1,011,971)
101,015
680,559
315,278
-
331,412
-
3,091,240
(646,022)
-
-
2,445,218
1,916,580
(2,765)
-
-
1,913,815
40 AUROCH MINERALS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
6. PROFIT/LOSS PER SHARE
(a) Profit/(loss) per share
Profit/(loss) attributable to the ordinary equity holders of the Group
(b) Reconciliations of profit/loss used in calculated loss per share
Basic and diluted profit/loss per share
Diluted profit/loss per share
2019
$
2018
$
(1,435,549)
(3,679,893)
(1.39)
(1.39)
(4.14)
(4.14)
(c) Weighted average number of shares used as a denominator
Weighted average number of ordinary shares used as the denominator in calculating
basic loss per share
99,681,425
88,815,357
7. CASH AND CASH EQUIVALENTS
Deposits at call
Cash at bank
The Group’s exposure to interest rate risk is discussed in Note 17.
Financial Guarantees
The Group has provided no financial guarantees.
8. TRADE AND OTHER RECEIVABLES
Prepayments
Other receivables
Ageing of receivables past due or impaired
The Group’s exposure to credit risk is discussed in Note 17.
9. PROPERTY PLANT AND EQUIPMENT
Office Equipment
Less Accumulated Depreciation on Office Equipment
Vehicles
Less Accumulated Depreciation on Vehicles
Balance at the end of the year
42
2019
$
1,046,332
686,852
1,733,184
2018
$
1,025,121
3,505,021
4,530,142
2019
$
1,693
2018
$
1,135
34,035
35,728
44,847
45,981
2019
$
1,320
(824)
-
-
496
2018
$
1,320
(494)
21,648
(7,197)
15,278
AUROCH MINERALS 41
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
10. EXPLORATION AND EVALUATION EXPENDITURE
Balance at beginning of the year
Exploration expenditure incurred
Exploration expenditure written off
Balance at the end of the year
2019
$
1,005,718
2,402,338
-
3,408,056
2018
$
37,106
1,024,130
(55,518)
1,005,718
The balance carried forward represents projects in the exploration and evaluation phase. Ultimate recoupment of
exploration expenditure carried forward is dependent on successful development and commercial exploitation, or
alternatively, sale of respective areas.
11. TRADE AND OTHER PAYABLES
Trade payables
Accruals
2019
$
82,325
44,165
126,490
2018
$
117,687
34,500
152,187
All current liabilities are expected to be settled within 12 months as they are generally due on 30-60 day terms.
The Group’s exposure to credit risk is discussed in Note 17.
12. CONTRIBUTED EQUITY
(a) Share Capital
Fully paid
2019
2018
2019
2018
Shares
100,503,540
Shares
98,753,540
$
11,831,619
$
11,656,620
100,503,540
98,753,540
11,831,619
11,656,620
(b) Movements in ordinary shares (including equity raising costs)
2019
Date
01/07/18
19/12/18
30/06/19
Details
Balance at 01 July
Conversion of performance rights
Balance at 30 June
Number of
shares
98,753,540
1,750,000
100,503,540
Issue price
$0.10
2019
$
11,656,020
175,000
12,543,163
43
42 AUROCH MINERALS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
12. CONTRIBUTED EQUITY (continued)
2018
Date
01/07/17
17/10/17
24/10/17
06/04/18
06/04/18
06/04/18
18/05/18
18/06/18
30/06/18
Details
Balance at 01 July
Exercise of options
Exercise of options
Issue of shares for acquisition of Arden Project
and Bonaventura Project
Issue of shares to advisors of the acquisition of
Arden Project and Bonaventura Project
Issue of shares in lieu of consultants’ fees
Issue of shares in lieu of consultants’ fees
Conversion of Performance Rights
Balance at 30 June
Number of
shares
85,817,552
129,286
1,149,220
8,300,000
Issue price
$0.08
$0.08
$0.09
2018
$
10,467,539
10,343
91,938
763,600
1,500,000
$0.09
138,000
51,000
56,483
1,750,000
98,753,540
$0.10
$0.09
$0.10
5,100
5,100
175,000
11,656,020
(d) Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in proportion
to the number of shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote,
and upon a poll each share is entitled to one vote.
(e) Capital risk management
The Group’s objective when managing working capital is to safeguard the ability to continue as a going concern, so that it
can continue to provide returns for the shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the return of capital to shareholders, issue new
shares or sell assets to reduce debt. The Group defines capital as cash and cash equivalents plus equity.
The Board of Directors monitors capital on an ad-hoc basis. No formal targets are in place for return on capital, or
gearing ratios, as the Group has not derived any income from their mineral exploration and currently has no debt facilities
in place.
13. RESERVES
(a) Reserves
Share-based payments reserve
Options reserve
44
2019
$
570,187
888,469
1,458,656
2018
$
409,852
230,117
639,969
AUROCH MINERALS 43
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
13. RESERVES (continued)
Share-based payments reserve
Balance 1 July
Share based payments
Balance 30 June
Option reserve
Balance 1 July
Options issued
Balance 30 June
2019
$
409,852
160,335
570,187
2019
$
230,117
658,352
888,469
2018
$
194,347
215,505
409,852
2018
$
230,117
-
230,117
Nature and purpose of reserves
(i) Share-based payments reserve
The share-based payments reserve is used to recognise:
The fair value of options issued to employees and consultants but not exercised
The fair value of shares issues to employees
(ii) Option reserve
The Share Option Reserve contains amounts received on the issue of options over unissued capital of the company.
14. ACCUMULATED LOSSES
Accumulated losses at the beginning of the period
Net profit/loss attributable to members of the Group
Accumulated losses at the end of the financial year
2019
$
(6,851,659)
(1,387,644)
(8,239,302)
2018
$
(3,171,765)
(3,679,893)
(6,851,658)
15. RECONCILATION OF LOSS AFTER INCOME TAX TO NET CASH INFLOW FROM OPERATING ACTIVITIES
2019
$
(1,435,549)
14,342
(73,153)
439
383,367
-
-
93,152
(31,196)
10,253
(27,934)
(1,066,280)
2018
$
(3,679,893)
(4,926)
(183,017)
5,164
390,505
55,518
1,437,647
-
(51,326)
3,917
(54,383)
(2,080,796)
Profit/Loss for the year
Gain on disposal of non-current asset
Gain on settlement
Depreciation and amortisation
Non-cash employee benefits expense – share-based payments
Impairment of capitalised expenditure
Impairment of financial assets
Project evaluation
Foreign exchange loss
(Increase)/decrease in trade debtors and other receivables
Increase/(decrease) in trade creditors and other payables
Net cash outflow from operating activities
45
44 AUROCH MINERALS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
16. REMUNERATION OF AUDITORS
Amounts received or due and receivable by the auditors for:
Audit services:
BDO Audit (WA) Pty Ltd Audit and review of financial reports under the Corporations
Act 2001
Non-audit services
2019
$
35,344
17,240
52,584
2018
$
39,403
9,148
48,551
17. FINANCIAL RISK MANAGEMENT
Overview
The Group has exposure to the following risks from their use of financial instruments:
a) credit risk
b) liquidity risk
c) market risk
This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and
processes for measuring and managing risk, and the management of capital.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.
Management monitors and manages the financial risks relating to the operations of the Group through regular reviews of
the risks.
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and for the Group arises principally from cash and cash equivalents and receivables.
All cash balances are held with recognised institutions limiting the exposure to credit risk. There are no formal credit
approval processes in place.
Exposure to credit risk
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum
exposure to credit risk at the reporting date was:
Cash and cash equivalents
Receivables
2019
$
1,733,184
1,693
1,734,877
2018
$
4,530,142
45,981
4,576,122
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit
ratings (if available) or to historical information about default rates.
Financial assets that are neither past due and not impaired are as follows:
46
AUROCH MINERALS 45
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
17. FINANCIAL RISK MANAGEMENT (continued)
Cash and cash equivalents
AA S&P rating
2019
$
1,733,184
1,733,184
2018
$
4,530,142
4,530,142
(b) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage
to the Group’s reputation. The Group manages liquidity risk by maintaining adequate reserves by continuously monitoring
forecast and actual cash flows. The Group anticipates a need to raise additional capital in the next 12 months to meet
forecasted operational activities. The decision on how the Group will raise future capital will depend on market conditions
existing at that time.
Typically, the Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of
60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that
cannot reasonably be predicted, such as natural disasters.
The Group has no access to credit standby facilities or arrangements for further funding or borrowings in place.
The financial liabilities the Group had at reporting date were trade payables incurred in the normal course of the business.
These were non-interest bearing and were due within the normal 30-60 days terms of creditor payments.
Maturities of financial liabilities
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period
at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows.
Less than
6 months
$
6-12
months
$
1-2 years
$
2-5
years
$
Over 5
years
$
Total
contractual
cash flows
$
Carrying
amount
(assets)/
liabilities
$
As at 30 June 2019
Trade and other payables
126,490
-
-
-
-
126,490
126,490
Less than
6 months
$
6-12
months
$
1-2 years
$
2-5
years
$
Over 5
years
$
Total
contractual
cash flows
$
Carrying
amount
(assets)/
liabilities
$
As at 30 June 2018
Trade and other payables
152,187
-
-
-
-
152,187
152,187
47
46 AUROCH MINERALS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
17. FINANCIAL RISK MANAGEMENT (continued)
(c) Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will
affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management
is to manage and control market risk exposures within acceptable parameters, while optimising the return.
(i) Currency risk
Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated
in a currency that is not the entity’s functional currency.
The Group did not have any formal policies in place regarding currency risk during the year as it was not considered
significant. This will be monitored as appropriate going forward and introduced as necessary.
The groups exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollar, was as
follows:
Cash and cash equivalents
Deferred consideration
Trade and other receivables
Trade and other payables
Sensitivity analysis
Cash and cash equivalents
2019
USD
$
-
-
-
-
2018
USD
$
1,597,220
-
-
-
2019
Foreign exchange risk
+ 1%
- 1%
2018
Foreign exchange risk
-1%
+ 1%
-
-
-
-
15,972
15,972
(15,972)
(15,972)
(ii) Cashflow and interest rate risk
The Group’s only interest rate risk arises from cash and cash equivalents held. Term deposits and current accounts held
with variable interest rates expose the Group to cash flow interest rate risk. The Group does not consider this risk to be
material and has therefore not undertaken any further analysis of risk exposure for 2019.
(d) Fair values
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for
disclosure purposes.
The Fair value of financial instruments that are not traded in an active market (for example investments in unlisted
subsidiaries) is determined using valuation techniques.
The carrying value less impairment of trade receivables and payables are assumed to approximate their fair values due to
their short-term nature.
48
AUROCH MINERALS 47
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
17. FINANCIAL RISK MANAGEMENT (continued)
The carrying amounts are estimated to approximate fair values of financial assets and financial liabilities as follows:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Total Financial Assets
Financial Liabilities
Trade and other payables
Total Financial Liabilities
2019
$
2018
$
1,733,184
35,728
1,768,912
4,530,142
45,981
4,576,123
126,490
126,490
152,187
152,187
The methods and assumptions used to estimate the fair value of financial instruments are outlined below:
Cash/financial liabilities and loans
The carrying amount is fair value due to the liquid nature of these assets.
Receivables/payables
Due to the short-term nature of these financial rights and obligations, their carrying amounts are estimated to represent
their fair values.
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for
disclosure purposes.
Due to their short-term nature, the carrying amount of the current receivables and current payables is assumed to
approximate their fair value.
Refer to note 18 for further details.
18. FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS
The carrying values of financial assets and liabilities of the Group approximate their fair values. Fair values of financial
assets and liabilities have been determined for measurement and / or disclosure purposes.
Fair value hierarchy
The Group classifies assets and liabilities carried at fair value using a fair value hierarchy that reflects the significance of
the inputs used in determining that value. The following table analyses financial instruments carried at fair value by the
valuation method. The different levels in the hierarchy have been defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (as prices) or indirectly (derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Due to their short-term nature, the carrying values of all of the Group’s financial assets and liabilities is assumed to be
their fair value. That is, there are no financial assets or financial liabilities measured using the fair value hierarchy.
49
48 AUROCH MINERALS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
19. SEGMENT INFORMATION
Identification of reportable operating segments
The Group is organised into one operating segment, being exploration in Australia. This is based on the internal reports
that are being reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers
(CODM) in assessing performance and in determining the allocation of resources. As a result, the operating segment
information is as disclosed in the statements and notes to the financial statements throughout the report.
Geographical information
All non-current assets are based in Australia.
20. SHARE BASED PAYMENT TRANSACTIONS
Share Based Payments
Options
There have been no options issued to current directors and executives as part of their remuneration.
The unlisted option reserve records items recognised on valuation of director, employee and contractor share options as
well as share options issued during the course of a business combination. Information relating to the details of options
issued, exercised and lapsed during the financial year and options outstanding at the end of the financial year, is set out
in note 12.
Employee Share Plan
The Auroch Minerals Limited Employee Share Plan is used to reward Directors and employees for their performance and
to align their remuneration with the creation of shareholder wealth. There are no performance requirements to be met
before exercise can take place. The Plan is designed to provide long-term incentives to deliver long-term shareholder
returns. Participation in the Plan is at the discretion of the Board and no individual has a contractual right to participate in
the plan or to receive any guaranteed benefits.
Share based payments transactions are recognised at fair value in accordance with AASB 2. The adoption of AASB 2 is
equity-neutral for equity-settled transactions.
Numbers of Employee Shares were issued this year is nil (2018: nil).
Performance Rights Plan
The Auroch Minerals Limited Performance Rights Plan is used to reward Directors and employees for their performance
and to align their remuneration with the creation of shareholder wealth. There are no performance requirements to be
met before exercise can take place. The Plan is designed to provide long-term incentives to deliver long-term shareholder
returns. Participation in the Plan is at the discretion of the Board and no individual has a contractual right to participate in
the plan or to receive any guaranteed benefits.
Each performance right converts into one ordinary share of Auroch Minerals Limited on vesting. No amounts are paid or
are payable by the recipient on receipt of the performance right. The performance rights carry neither rights of dividends
nor voting rights. The performance rights will vest as follows: 25% will vest immediately on the date of grant 25% will vest
every six months thereafter, provided that on the relevant vesting date the holder remains employed by, or contracted to
provide services to, the Company.
50
AUROCH MINERALS 49
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
20. SHARE BASED PAYMENT TRANSACTIONS (continued)
The following table illustrates the number of, and movements in, performance rights issued during the period:
Balance at beginning of the financial year
Granted during the period
Cancelled during the period
Expired during the period
Converted during the period
Outstanding at the end of the period
30 June 2019
Number
30 June 2019
$
30 June 2018
Number
30 June 2018
$
6,250,000
-
-
-
(1,750,000)
4,500,000
625,000
-
-
-
(175,000)
450,000
-
8,000,000
-
-
(1,750,000)
6,250,000
-
800,000
-
-
(175,000)
625,000
Performance Shares
The following table issued as a result of acquiring the South Australian projects illustrates the number of, and movements
in, performance shares issued during the period:
Balance at beginning of the financial year
Granted during the period – Class A
Granted during the period – Class B
Granted during the period – Class C
Granted during the period – Class D
Cancelled during the period
Expired during the period
Converted during the period
Outstanding at the end of the period
30 June 2019
Number
12,000,000
-
-
-
-
-
-
-
12,000,000
30 June 2018
Number
-
6,400,000
2,300,000
2,300,000
1,000,000
-
-
-
12,000,000
Each performance share converts into one ordinary share of Auroch Minerals Limited on vesting. No amounts are paid or
are payable by the recipient on receipt of the performance share. The performance shares carry neither rights of dividends
nor voting rights. The Performance Shares will convert into Shares on a one for one basis on the satisfaction of the
following performance milestones.
Class
Performance Milestone
Class A Publication of a JORC 2010 Indicated Resource for the Arden Zinc Project of at least 3Mt @
greater than 10% ZnEq with a cutoff grade of at least 3% ZnEq.
Class B
Class C
Publication of a JORC 2012 Indicted Resource for the Bonaventura Zinc Project of at least 2Mt
@ greater than 10% ZnEq, with a cutoff grade of at least 5% ZnEq.
Publication of a JORC 2012 Indicated Resource for the Bonaventura Zinc Project of at least
5Mt @ greater than 10% ZnEq, with a cutoff grade of at least 5% ZnEq.
Class D Class D Performance Shares will convert into Shares on a one for one basis on the satisfaction
of any one of the Class A, Class B or Class C milestones shares are achieved.
51
50 AUROCH MINERALS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
20. SHARE BASED PAYMENT TRANSACTIONS (continued)
The fair value of the performance shares is illustrated in the following table.
Valuation per Performance Share ($)
Management’s assessment of the
probability of vesting
Number of Performance Shares
Class A
0.105
5%
Class B
0.105
5%
Class C
0.105
5%
Class D
0.105
5%
6,400,000
2,300,000
2,300,000
1,000,000
As the probability of any of the performance milestone conditions being met is only 5%, a value of nil to the Performance
shares have been ascribed for the inclusion at 30 June 2019. Refer to acquisition of asset note 26.
Expenses arising from Share based Payments
Performance rights issued under performance rights plan
21. DIVIDENDS
There were no dividends paid or declared by the Group during the year (2018: Nil).
22. EVENTS OCCURRING AFTER REPORTING DATE
Expensed to the
Profit or Loss
335,335
335,335
Recognised
in
Capitalised
Expenditure
-
-
Placement
On 1 August 2019 the company announced announce it has received firm commitments for a placement of 9,000,000 shares at
$0.07 per share to raise a total of A$630,000 (before costs).
The placement received strong interest from sophisticated or professional investors, reflecting investor confidence in Auroch.
Golden Triangle Pty Ltd was Lead Manager to the placement received a fee of 6% on all funds raised and 3,000,000 unlisted options
each exercisable at $0.10 and expiring on 30 November 2021 for providing these services. The shares and options were issued on
5 August 2019 and were issued within the Company’s placement capacity under ASX Listing Rule 7.1.
The issue price of $0.07 per share under the placement represents a 6.2% discount to the Company’s 15-day Weighted Average
Volume price (VWAP).
Proceeds from the placement will be used to fund a drilling campaign on the Saints Nickel Project, exploration activities on the
Leinster Nickel Project and for the Company's general working capital requirements.
General Meeting to Approve the Acquisition of the Saints and Leinster Nickel Project
On 22 August 2019 the company held a General Meeting to approve the acqusitions of the Saints and Leinster Nickel Projects. The
Company advises that all resolutions put to shareholders at the General Meeting were carried on
a show of hands.
Appointment of Managing Director and Board Change
On 4 September 2019, the company announced that Mr. Aidan Platel accepted the position of Managing Director of the Company.
Similtaneous to this appointment, Mr. Chris Hansen joined the Board as a Non-Executive Director, replacing Mr. Adam Santa Maria
who stepped down as planned.
52
AUROCH MINERALS 51
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
23. CONTINGENCIES
Contingent Liabilities
The Group had no other material contingent assets or liabilities at 30 June 2019.
Commitments
The Group has the following material commitments at 30 June 2019.
Arden Project
The group has the following obligation in respect of non-cancellable exploration work program over the Arden project
•
Later than one year but not more than five years: $450,000
Bonaventura Project:
The group has the following obligation in respect of non-cancellable exploration work program over the Bonaventura
project
•
Later than one year but not more than five years: $210,000
Torrens Project
The group has the following obligation in respect of non-cancellable exploration work program over the Torrens project
•
Later than one year but not more than five years: $250,000
24. SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries:
Name of entity
Country of
Incorporation
Class of
shares
Note
Equity
holding
2019
Equity
holding
2018
Auroch Exploration Pty Ltd1
Auroch Europe Pty ltd2
Auroch Exploration (UK) Ltd3
Auroch Minerals (Namibia) (Pty)
Limited4
Auroch Exploration (Namibia)
(Pty) Ltd5
Auroch Namibia Exploration One
(Pty) Ltd6
Auroch Namibia Exploration
Number Two (Pty) Ltd7
SA Cobalt Pty Ltd8
Zinc Mining Pty Ltd9
Australia
Australia
United Kingdom
Namibia
Ordinary
Ordinary
Ordinary
Ordinary
Namibia
Ordinary
Namibia
Ordinary
Namibia
Ordinary
Australia
Australia
Ordinary
Ordinary
100%
100%
100%
100%
95%
100%
100%
100%
100%
100%
100%
100%
100%
95%
100%
100%
100%
100%
1 Holding company for Auroch Exploration (UK) Ltd
2 Dormant subsidiary
3 Holding Company for Auroch Minerals (Namibia) (Pty) Limited
4 Holding Company for Auroch Exploration (Namibia) (Pty) Ltd, Auroch Namibia Exploration One (Pty) Ltd and Auroch
Namibia Exploration Number Two (Pty) Ltd
53
52 AUROCH MINERALS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
24. SUBSIDIARIES (continued)
5 Dormant subsidiary
6 Dormant subsidiary
7 Dormant subsidiary
8 Holding company for Arden Project
9 Holding company for Bonaventura Project.
25. RELATED PARTY TRANSACTIONS
(a) Parent entities
The parent entity within the Group is Auroch Minerals Limited. The ultimate parent entity and ultimate controlling party
is Auroch Minerals Limited (incorporated in Australia) which at 30 June 2019 owns 100% of the issued ordinary shares of
the above subsidiaries.
(b) Subsidiaries
Interests in subsidiaries are set out in note 24.
(c) Key management personnel
(i) Key Management Personnel Compensation
Short-term employee benefits
Post-employment benefits
Share-based payments
(ii) Other transactions with Key Management Personnel
2019
$
455,400
25,650
335,335
816,385
2018
$
484,753
7,476
390,504
882,733
Adam Santa Maria is a director of Discovery Capital Partners Pty Ltd. During the period ended 30 June 2019 the Company
was providing corporate advisory services to Auroch Minerals Limited. Payments to Discovery Capital Partners Pty Ltd
during the relevant period total $90,000, (2018: $65,000). The amounts owed to Discovery Capital Partners Pty as at 30
June 2019 was nil (2018: $nil).
Glenn Whiddon is a related party of 6466 Investments Pty Ltd. During the period ended 30 June 2018 the Company paid
$7,958 (2018: 132,715) to 6466 Investments Pty Ltd for the reimbursement of costs in relation due diligence costs
associated with project identification.
(d) Outstanding balances arising from sales/purchases of goods and services
There are no an outstanding balance arising from services provided by related party companies.
54
AUROCH MINERALS 53
ANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
26. ACQUSITION OF ASSETS
Following a Meeting of shareholders in April 2018, approval was obtained for the Company to acquire the following
projects:
• 90% of the tenement known as the Arden Zinc Project in South Australia (by way of a tenement sale agreement);
• 100% of the tenement known as the Bonaventura Zinc Project in South Australia (by way of a share sale agreement
to acquire the company which owned the project being Zinc Mining Pty Ltd (ZMPL).
Consideration for the acquisitions was paid to the original owners of the Projects involved the following (note no shares
were issued to any of the Directors or their associates in respect to the acquisition):
I.
II.
III.
IV.
8,300,000 shares in the company valued at $763,600 (refer to section (k) of Additional Information of this
Annual Report for who the ordinary shares were issued too);
6,400,000 class A performance shares which vest on publication of a JORC (2012)Indicated Resource for the
Arden Zinc Project of at least 3Mt @ greater than 10% ZnEq with a cut-off grade of at least 3% ZnEq (refer to
Additional Information section of this Annual Report for who the performance shares were issued too);
2,300,000 class B performance shares which vest on publication of a JORC (2012) Indicated Resource for the
Bonaventura Zinc Project of at least 2Mt @ greater than 10% ZnEq, with a cut-off grade of at least 5% ZnEq (refer
to Additional Information section of this Annual Report for who the performance shares were issued too); and
2,300,000 class C performance shares which vest on publication of a JORC (2012) Indicated Resource for the
Bonaventura Zinc Project of at least 5Mt @ greater than 10% ZnEq, with a cut-off grade of at least 5% ZnEq (refer
to Additional Information section of this Annual Report for who the performance shares were issued too).
Acquisition costs
I.
In addition to above, Auroch issued 1,500,000 ordinary shares valued at $138,000 to the party (Discovery Capital
Partners Pty Ltd) that introduced the acquisitions as well as 1,000,000 class D performance shares which vest if
any of the above performance milestones applicable to the class A, class B and class C performance shares are
achieved.
Purchase consideration comprises:
8,300,000 shares
Performance shares (i)
Acquisition costs
1,500,000 shares
Performance shares (i)
Net assets acquired (exploration expenditure)
$
763,600
-
138,000
-
901,600
(i)
No value has been assigned to the performance shares due to the Director’s estimate that as at the reporting date, the probability of achieving the
performance conditions was considered remote.
55
54 AUROCH MINERALS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSANNUAL REPORT 2019
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
27. PARENT ENTITY INFORMATION
The following details information related to the parent entity, Auroch Minerals Limited, at 30 June 2019. The information
presented here has been prepared using consistent accounting policies as presented in Note 1.
Current Assets
Non-Current Assets
TOTAL ASSETS
Current Liabilities
Non-Current Liabilities
TOTAL LIABILITIES
Contributed equity
Reserves
Accumulated losses
TOTAL EQUITY
Loss for the year
Other Comprehensive loss for the year
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
2019
$
2018
$
1,768,912
2,978,874
3,408,552
5,177,464
1,020,997
3,999,871
5,757,906
-
5,757,906
4,026,965
-
4,026,965
2019
$
11,831,619
1,506,561
(13,792,132)
(453,952)
2018
$
11,656,619
639,969
(12,323,682)
(27,094)
(1,468,450)
-
(1,468,450)
(3,757,545)
-
(3,757,545)
At reporting date, the parent entity has nil guarantees and contingent liabilities (2018: Nil).
28. DISCONTINUED OPERATIONS
No operations were discontinued during the 2019 year (2018: nil) however the company advises the following:
Karibib Project
The Company advised that the tenement applications over prospective lithium ground which comprised of the Karibib
Project lapsed.
56
AUROCH MINERALS 55
ANNUAL REPORT 2019
DIRECTORS’ DECLARATION
AUROCH MINERALS LIMITED
DIRECTORS DECLARATION
FOR THE YEAR ENDED 30 JUNE 2019
AUROCH MINERALS LIMITED
ACN 119 267 391
DECLARATION BY DIRECTORS
The directors of the Group 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 and accompanying notes, are in accordance with the Corporations Act 2001 and:
a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
b) give a true and fair view of the financial position as at 30 June 2019 and of the performance for the year
ended on that date of the consolidated Group.
2.
In the directors’ opinion, there are reasonable grounds to believe that the Group will be able to pay its debts as
and when they become due and payable.
3. The remuneration disclosures included in the directors’ report (as part of the audited Remuneration Report), for
the year ended 30 June 2019, comply with section 300A of the Corporations Act 2001.
4. The Group has included in the notes to the financial statements and explicit an unreserved statement of
compliance with International Financial Reporting Standards.
5. The directors have been given the declarations by the chief executive officer and chief financial officer required
by section 295A.
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:
Glenn Whiddon
Chairman
Perth, Western Australia
20 September 2019
56 AUROCH MINERALS
57
ANNUAL REPORT 2019
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Auroch Minerals Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Auroch Minerals Limited (the Company) and its subsidiaries
(the Group), which comprises the consolidated statement of financial position as at 30 June 2019, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial report, 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:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its
financial performance for the year ended on that date; and
(ii)
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 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 confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
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.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
Carrying value of Exploration and Evaluation Asset
Key audit matter
How the matter was addressed in our audit
The carrying value of the capitalised exploration and
Our procedures included, but were not limited to:
evaluation asset as at 30 June 2019 is disclosed in Note
10 of the financial report.
(cid:127)
Obtaining a schedule of the areas of interest
held by the Group and assessing whether the
As the carrying value of the Exploration and Evaluation
rights to tenure of those areas of interest
Asset represents a significant asset of the Group, we
remained current at balance date;
considered it necessary to assess whether any facts or
circumstances exist to suggest that the carrying
amount of this asset may exceed its recoverable
amount.
(cid:127)
Considering the status of the ongoing
exploration programmes in the respective
areas of interest by holding discussions with
management, and reviewing the Group’s
Judgement is applied in determining the treatment of
exploration budgets, ASX announcements and
exploration expenditure in accordance with Australian
director’s minutes;
Accounting Standard AASB 6 Exploration for and
Evaluation of Mineral Resources. In particular:
(cid:127)
Considering whether any such areas of
interest had reached a stage where a
· Whether the conditions for capitalisation are
reasonable assessment of economically
satisfied;
recoverable reserves existed;
· Which elements of exploration and evaluation
(cid:127)
Verifying, on a sample basis, exploration and
expenditures qualify for recognition; and
evaluation expenditure capitalised during the
· Whether facts and circumstances indicate that
the exploration and expenditure assets should
be tested for impairment.
As a result, this is considered a key audit matter.
year for compliance with the recognition and
measurement criteria of AASB 6;
Considering whether there are any other
facts or circumstances existing to suggest
impairment testing was required; and
Assessing the adequacy of the related
disclosures in Note 10 to the financial report.
(cid:127)
(cid:127)
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2019, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the 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 has 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 the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 16 to 21 of the directors’ report for the
year ended 30 June 2019.
In our opinion, the Remuneration Report of Auroch Minerals Limited, for the year ended 30 June 2019,
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.
BDO Audit (WA) Pty Ltd
Dean Just
Director
Perth, 20 September 2019
ADDITIONAL INFORMATION
AUROCH MINERALS LIMITED
ADDITIONAL INFORMATION
The following additional information is required by the ASX in respect of listed public companies.
Information as at 12 September 2019
(a) Distribution of Shareholders
Category (size of holding)
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 – 100,000
100,001 and above
Total
Number
Ordinary
22
67
101
358
140
688
(b) The number of shareholdings held in less than marketable parcels is 90.
(c) Voting Rights
The voting rights attached to each class of equity security are as follows:
Ordinary Shares
Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by
proxy has one vote on a show of hands.
(d) 20 Largest Shareholders
Position
1
2
3
Holder Name
MINOTAUR RESOURCES INVESTMENTS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
4
5
6
7
8
9
10
11
12
13
14
14
15
16
17
18
19
20
6466 INVESTMENTS PTY LTD
RESOURCE HOLDINGS PTY LTD
CITICORP NOMINEES PTY LIMITED
MR MATTHEW JOEL NORTON & MRS ROSELYNN FAY NORTON
MR JAY HUGHES & MRS LINDA HUGHES
CELTIC CAPITAL PTY LTD
HORIZON INVESTEMNT SERVICES PTY LTD
MIMO STRATEGIES PTY LTD
MR AIDAN PLATEL
GETMEOUTOFHERE PTY LTD
DISCOVERY SERVICES PTY LTD
PROMETHEUS CORPORATION PTY LTD
KOBIA HOLDINGS PTY LTD
RAINMAKER HOLDINGS (WA) PTY LTD
MR PETER STIRLING SMITH & MRS DENISE PHYLLIS SMITH
MR MATTHEW JOEL NORTON & MRS ROSELYNN FAY NORTON
MIMO STRATEGIES PTY LTD
BROWN BRICKS PTY LTD
Total
Total issued capital - selected security class(es)
62
Holding
18,333,333
13,309,466
7,593,373
5,807,778
3,605,000
3,245,047
2,600,000
2,231,366
2,000,000
1,833,333
1,823,830
1,575,000
1,574,976
1,500,000
1,500,000
1,400,000
1,340,000
1,308,333
% IC
13.95%
10.13%
5.78%
4.42%
2.74%
2.47%
1.98%
1.70%
1.52%
1.40%
1.39%
1.20%
1.20%
1.14%
1.14%
1.07%
1.02%
1.00%
1,300,000
0.99%
1,288,076
1,277,227
0.98%
0.97%
76,446,138
58.17%
131,420,206
100.00%
AUROCH MINERALS 61
ANNUAL REPORT 2019
(e) Substantial Shareholders (i.e. shareholders who hold 5% or more of the issued capital):
AUROCH MINERALS LIMITED
ADDITIONAL INFORMATION
Name
Minotaur Resources Investments Pty Ltd
HSBC Custody Nominees (Australia) Limited
JP Morgan Nominees Australia Pty Limited
(f) The name of the Company Secretary is Mr James Bahen.
Number of
Shares Held
Percentage
18,333,333
13,309,466
7,593,373
13.95%
10.13%
5.78%
(g) The address of the principal registered office is Unit 6, 296 Rokeby Road, Subiaco WA 6008 Telephone (08) 6555 2950.
(h) Registers of securities are held at Automic Register Services, Level 2, 267 St Georges Terrace, Perth WA 6000.
(i) Stock Exchange Listing
Quotation has been granted for all the ordinary shares of the Company on the Australian Securities Exchange Ltd.
(j) Unquoted Securities
Number
35,917,598
6,400,000
2,300,000
2,300,000
1,000,000
4,500,000
Terms
Options exercisable at $0.10 on or before 30 November
2021
Class A Performance Shares
Class B Performance Shares
Class C Performance Shares
Class D Performance Shares
Performance Rights
(k) Unquoted Equity Securities Holders with Greater than 20% of an Individual Class
Class A Performance Shares
Percentage Held
100%
Name
Resource Holdings Pty Ltd
Class B Performance Shares
Percentage Held
25%
25%
25%
25%
Name
Mr Martin Bennett
Resource Holdings Pty Ltd
Celery Pty Ltd
SBV Capital Pty ltd
Number of Securities held
6,400,000
Number of Securities held
1,035,000
1,035,000
115,000
115,000
63
62 AUROCH MINERALS
ADDITIONAL INFORMATIONANNUAL REPORT 2019
AUROCH MINERALS LIMITED
ADDITIONAL INFORMATION
Class C Performance Shares
Percentage Held
25%
25%
25%
25%
Name
Mr Martin Bennett
Resource Holdings Pty Ltd
Celery Pty Ltd
SBV Capital Pty ltd
Number of Securities held
1,035,000
1,035,000
115,000
115,000
Class D Performance Shares
Percentage Held
100%
Performance Rights
Name
Discovery Services Pty Ltd
Number of Securities held
1,000,000
Percentage Held
33%
22%
22%
Name
Glenn Whiddon
Mr Aidan Platel
David Lenigas
Number of Securities held
1,500,000
1,000,000
1,000,000
(l) Corporate Governance Statement
The Company’s Corporate Governance Statement is available on the Company’s website at:
http://www.aurochminerals.com/about-us/corporate-governance/
64
AUROCH MINERALS 63
ANNUAL REPORT 2019
1A/1 Alvan Street
Subiaco WA 6008
Telephone +61 8 6555 2950
Facsimile +61 8 6166 0261
www.aurochminerals.com