Australian Gold and Copper Limited
Annual Report 2021

Plain-text annual report

ABN: 75 633 936 526 AUSTRALIAN GOLD AND COPPER LIMITED ANNUAL REPORT 30 JUNE 2021 1 CONTENTS Corporate Directory Directors’ Report Auditor’s Independence Declaration Statement of Profit or Loss and Other Comprehensive Income Statement of Financial Position Statement of Changes in Equity Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Review Report Additional Information 3 4 19 20 21 22 23 24 37 38 42 2 CORPORATE DIRECTORY DIRECTORS Mr Glen Diemar Managing Director Mr David Richardson Non-Executive Chairman Mr Ranko Matic Non-Executive Director COMPANY SECRETARY Ms Andrea Betti REGISTERED OFFICE & CONTACTS Suite 7, 55 Hampden Road NEDLANDS WA 6009 Ph: +61 8 9322 6009 Web: www.austgoldcopper.com.au Securities Exchange Listing - ASX Code: AGC ABN: 75 633 936 526 SOLICITORS HopgoodGanim Lawyers Level 8 Waterfront Place 1 Eagle Street Brisbane QLD 4000 Ph: +61 7 3024 0000 Fax: +61 7 3024 0300 AUDITORS RSM Australia Partners Level 32, 2 The Esplanade PERTH WA 6000 SHARE REGISTRY Computershare Investor Service Pty Limited Level 11, 172 St Georges Terrace PERTH WA 6000 Ph: +61 8 9323 2048 Fax: +61 8 9323 2033 3 DIRECTORS’ REPORT Your Directors present their report, together with the financial statements on the Company, Australian Gold and Copper Limited for the year ended 30 June 2021. DIRECTORS The names of Directors in office at any time during or since the end of the period are listed below. Directors have been in office since incorporation to the date of this report unless otherwise stated. NAME OF PERSON Mr Glen Diemar POSITION Managing Director (appointed 4 November 2020) Mr David Richardson Non-Executive Chairman Mr Ranko Matic Non-Executive Director (appointed 4 November 2020) Ms Andrea Betti Non-Executive Director (appointed 26 October 2020 and resigned 4 November 2020) Mr David Berrie Non-Executive Director (resigned 4 November 2020) Mr Malcolm Norris Non-Executive Director (resigned 30 October 2020) PRINCIPAL ACTIVITIES During the financial year, the principal activities of the Company consisted of mineral exploration. DIVIDENDS No dividends were paid or declared during the financial year. No dividend has been recommended. REVIEW OF OPERATIONS Operating Result The loss from continuing operations for the year after providing for tax amounted to $2,014,298 (2020: $3,500). During the year, the Company primarily undertook work toward the Initial Public Offer (IPO) for an ASX listing. A Prospectus was lodged with ASIC on 19 November 2020 to raise a minimum of $7million and maximum of $10million in order to list on the ASX. The Prospectus was closed on 17 December successfully raising $10million before share issue costs. The proceeds from issue of shares were received in full on 4 January 2021. On 30 December 2020 the Company issued 20,000,000 shares at a deemed issued price of $0.20 to New South Resources Pty Ltd (NSR), an unrelated entity, as consideration for two tenements in the Lachlan Fold Belt in NSW, Cargelligo (EL8968) and Gundagai (EL 8955). On 31 December 2020 the Company issued 29,999,999 shares at a deemed issued price of $0.20 to Magmatic Resources Ltd (MAG), the then parent Company of Australian Gold and Copper Limited, as consideration for two tenements in the Lachlan Fold Belt in NSW, Moorefield (EL7675 and EL8669). On the 4 January 2021, 50,000,000 fully paid ordinary shares at an issue price of $0.20 per share were issued under the Initial Public Offer (IPO) Prospectus dated 18 November 2020, raising $10,000,000, before costs. The funds raised will primarily be used for funding the exploration and development of the Company’s projects. On the 4 January 2021, 12,500,000 options with an exercise price of $0.30 and an expiry date of 31/12/2025 were issued under the Prospectus with 10,000,000 of these options being issued to Directors of the Company. At the same time, 2,500,000 options with an exercise price of $0.30 and an expiry date of 31/12/2023 were issued to the broker firm managing the IPO. The Company commenced trading on the ASX on 20 January 2021. On 1 April 2021, 150,000 options with an exercise price of $0.30 and 150,000 options with an exercise price of $0.50 expiring on 31 January 2024 were issued to an employee under the Employee Share Option Plan (ESOP). 4 DIRECTORS’ REPORT Exploration During the year, the following three projects were acquired and explored by the Company. Cargelligo Project The Cargelligo project consists of an exploration licence covering 227km2 (EL8968 ‘Cargelligo’) and is located 15km west of the town of Lake Cargelligo in NSW. The Project comprises multiple drill ready Cobar-style gold-polymetallic prospects (Au-Ag-Cu-Zn-Pb) within a 15km zone along strike from the Cobar Mining District in the southern Cobar Basin. The prospects are characterised by Cobar basin volcaniclastics and sediments, coincident soil geochemistry and EM conductors identified by a recent government airborne EM Survey (Geological Survey of NSW).1 Figure 1: Achilles west to east cross section through 6330500N showing Pb+Zn>0.2% significant assays downhole above EM conductor. Intensely altered volcanic rocks were drilled in the 500m wide target zone. 5 DIRECTORS’ REPORT Figure 2: Achilles target plan map showing drill collars and traces drilling underneath a lead in soil anomaly (previously reported ASX AGC Prospectus) which continues south along the hills and fades underneath the transported cover to the east. The figure 1 cross section line marked location. The east to west areal EM flight line is 8in blue and locations of the EM anomalies are marked by red hashed ovals. Intersecting banded base-metal sulphides reinforce the prospectivity of Achilles and more importantly that the 8km long Achilles shear zone has the potential to host significant mineralisation. The potential at Achilles is further encouraged by the significant EM conductor below, see figure 1 and 2. Significant intercepts include: Hole A3RC004: 5m @ 4.9% Pb + Zn, 0.3% Cu and 5g/t Ag from 89m Including 1m at 10.7% Pb + Zn, 1.4% Cu and 12g/t Ag from 89m    Within 46m at 1.0% Pb + Z, 0.1% Cu and 2g/t Ag from 73m Hole A3RC005 5m at 1.0% Pb + Zn and 4g/t Ag from 112m   Within 32m at 0.3% Pb + Zn and 5g/t Ag from 87m 6 DIRECTORS’ REPORT Mineralisation in hole A3RC004 intercepted banded and disseminated base-metal sulphide mineralisation including galena, sphalerite and chalcopyrite. A large, soil sampling program using portable X-Ray florescence (pXRF) was completed along the Achilles shear zone southward from the Phase 1 drilling. Results highlighted two encouraging new base-metal anomalies alongside the drilled Achilles copper/base-metals target. The total length of known base-metal soil anomalies has extended from 350m to 3km, see figure 3. All three anomalies are considered open as they look to extend under shallow transported cover in areas of low topography. Figure 3: Satellite images of Achilles with copper (left and lead (right) pXRF soil results showing their prominent locations along the Achilles shear zone. Structural mapping and interpretation using government open-source magnetics demonstrate the 3km strike of anomalies are controlled by splay faults off the primary fault. Since the end of June, an aeromagnetic and radiometric survey was flown over the Cargelligo licence and a Phase 2 RC program at Achilles has been completed along with downhole EM. Twelve holes were drilled for a total of 2,821m and final assays are expected late September. Mount B Drilling Assay results were received for an initial RC drilling program completed at the Cargelligo Project, testing the Mount B gold and base-metal target with 1,075m drilled across six holes. Given the positive results, Mount B phase 2 drilling is currently being planned and permitted. The drilling intersected multiple encouraging zones of alteration and weak base-metal sulphides hosted by volcanics and sediments. One of these zones in MBRC006 was intersected along strike from a large ground EM conductor which is planned to be targeted in a second phase of RC drilling, see figure 4. The Hera gold/base-metals mine and recent Federation discovery are examples of Cobar style deposits discovered using lead pathfinders in pre discovery holes under anomalous Pb in soil sampling, (Cooper, 2017; McKinnon and Munroe 2019). Mount B’s first drill results are highly encouraging in comparison. The highlights were hole MBRC005 which intercepted:      6m at 0.2% Pb+Zn from 10m 60m at 3g/t Ag, 0.3% Pb+Zn from 100m (65m vertical depth below surface) Inc 1m at 1.0g/t Au, 0.2% Pb + Zn from 153m 1m at 0.4g/t Au from 159m 8m at 0.6% Pb+Zn from 166m And hole MBRC006 which intercepted:  64m at 7g/t Ag, 0.3% Pb+Zn from 72m (60m vertical depth below surface) 7 DIRECTORS’ REPORT       Inc 7m at 0.2g/t Au from 91m Inc 1m at 0.5g/t Au, 12g/t Ag, 0.1% Cu, 1.1% Pb+Zn from 95m Inc 1m at 41g/t Ag, 1.3% Pb+Zn from 108m Inc 6m at 0.1g/t Au, 19g/t Ag, 0.2% Cu, 0.4% Pb+Zn from 118m Inc 1m at 0.1g/t Au, 53g/t Ag, 0.8% Cu, 1.0% Pb+Zn from 123m EOH assay of 1m at 0.3% Pb + Zn from 149m (open at depth) Although overall grades are modest, widths are encouragingly wide and shallow and there are higher grades within which is significant when placed in context of the style of ore body being targeted. Figure 4: Plan view of Mount B RC collar locations and last quarters lead (Pb) in soil sampling integrated with the Pb in historic RAB and Pb+ (zinc) Zn intervals in drilling (see AGC ASX prospectus lodged 18th November 2020). This work has defined the three mineralised zones. MBRC005 was drilled under a strong Pb in soil anomaly however the soil anomalies are confined to the hills and potential for better mineralisation exists under thin cover such as in MBRC006 which was drilled under a strong Pb anomaly defined by shallow RAB drilling but not in our recent soil sampling, indicating transported cover. 8 DIRECTORS’ REPORT Moorefield Project The Moorefield project comprises two exploration licences which have been granted covering 481.5km2 (EL7675 ‘Moorefield’ and EL8669 ‘Derriwong’). The project includes the drill ready 15km long Boxdale - Carlisle Reefs orogenic gold trend defined by strong surface geochemical anomalism and significant existing drill results.1 Other high priority drill ready prospects, include the Pattons Prospect, considered prospective for Au-Cu mineralisation and characterised by several discrete magnetic features underlying a gold anomalous exhalative horizon within the Girilambone Group.1 Moorefield covers part of the Parkes Terrace, a broad north-trending belt, which is part of the Girilambone Anticlinorial Zone. The Girilambone Anticlinorial Zone is bound to the southwest by the north-northwest trending Gilmore Suture. An eastern splay off the Gilmore Suture transects the project area.1 During the reporting period, the Company conducted a ground magnetic survey over the Pattons Au-Cu target and upon completion of that survey, arranged for the commencement of drilling in the area and then on 10 February 2021, the Company announced it had completed the maiden drilling program at Pattons with 1,068 metres Reverse Circulation (RC) drilled in seven holes, designed to test the gold and copper potential of the long magnetic high anomaly at Pattons 1. The drilling successfully intersected a highly altered, quartz-sericite-pyrite-magnetite horizon dipping 60o north-east in six of seven holes across 550m of strike length however gold grades were low but encouragement still exists along strike and down dip. More recently permitting has been completed for drilling at the Company’s extensive orogenic gold Carlisle Reefs and Boxdale targets. This drilling is planned to start once the ground conditions improve after the current and extensive NSW rain events. Gundagai Project The Gundagai project consists of an exploration licence covering 265km2 (EL8955 ‘Gundagai’) and comprises multiple drill ready prospects considered prospective for McPhillamys-style gold (e.g. Grandview), epithermal gold-copper (e.g. Rosehill) and large-tonnage zinc-lead-silver prospects (e.g. Bongongalong).1 Gold prospects show similarities to the Late Silurian hosted McPhillamys 2.3Moz Gold Deposit (ASX:RRL). The drill ready Grandview Gold Prospect is characterised by a zone of sheared quartz-sericite-carbonate-pyrite altered volcaniclastics returning up to 35g/t Au in composite rockchips and represents a near term high-grade gold discovery opportunity.1 During the period, a ground magnetics survey was completed at Grandview by Fender Geophysics. The survey was designed to aid in mapping geology, alteration and faults prior to planned drilling of the 1.2km long gold and pathfinder soil anomaly with up to 35g/t gold in 1m composited rockchips. 9 DIRECTORS’ REPORT Competent Persons Statement The information in this document that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Glen Diemar who is a member of the Australian Institute of Geoscientists. Mr Diemar is a full-time employee of Australian Gold and Copper Limited, and is a shareholder, however Mr Diemar believes this shareholding does not create a conflict of interest, and Mr Diemar has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Diemar consents to the inclusion in this presentation of the matters based on his information in the form and context in which it appears. Previously Reported Information The information in this report that references previously reported exploration results is extracted from the Company’s ASX IPO Prospectus released on the date noted in the body of the text where that reference appears. The ASX IPO Prospectus is available to view on the Company's website or on the ASX website (www.asx.com.au). The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements. Forward-Looking Statements This announcement contains “forward-looking statements.” All statements other than those of historical facts included in this announcement are forward-looking statements. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and based upon information currently available to the company and believed to have a reasonable basis. Although the company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and no assurance can be given that these expectations will prove to be correct as actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Such risks include, but are not limited to, copper, gold, and other metals price volatility, currency fluctuations, increased production costs and variances in ore grade or recovery rates from those assumed in mining plans, as well as political and operational risks and governmental regulation and judicial outcomes. Readers are cautioned not to place undue reliance on forward-looking statements due to the inherent uncertainty thereof. The forward- looking statements contain in this press release are made as of the date of this press release and except as may otherwise be required pursuant to applicable laws, the Company does not undertake any obligation to release publicly any revisions to any “forward-looking statement”. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS On 20 January 2021, the Company was admitted to the Official List on the Australian Securities Exchange. There were no other significant changes in the state of affairs of the Company during the financial year. EVENTS AFTER THE REPORTING DATE Exploration On 20 August 2021, the Company announced the completion of Phase 2 RC program at Cargelligo Projects Achilles target. On 15 September 2021, the Company announced an exploration update regarding the Copper Zone strengthening towards Aerial EM Conductor at Achilles – Diamond Rig Mobilising. Whilst exploration activities have been able to continue, the impact of the Coronavirus (COVID-19) pandemic is ongoing. It is not practical to estimate the potential impact, positive or negative, after the reporting date. The situation is continually developing and is dependent on measures imposed by Australian Governments, and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and economic stimulus that may be provided. The Directors are not aware of any other matters or circumstances that have arisen since the end of the financial year, which significantly affected or may significantly affect the operations of the Company the results of those operations, or the state of affairs of the Company in future financial years. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS Information on likely developments in the operations of the Company and the expected results of operations have not been included in this report because the Directors believe it would be likely to result in unreasonable prejudice to the Company. 10 DIRECTORS’ REPORT ENVIRONMENTAL REGULATION The Company is subject to and is compliant with all aspects of environmental regulation of its exploration and mining activities. The Directors are not aware of any environmental law that is not being complied with. INFORMATION ON DIRECTORS Mr Glen Diemar Managing Director (appointed 4 November 2020) Mr Glen Diemar is an Exploration Geologist with experience through Australia, Indonesia and Central Asia. Mr Diemar has worked in all areas of geology including exploration, production and development studies. Mr Diemar’s previous roles include BHP Billiton and most recently the CEO of New South Resources PL. Mr Diemar holds a Masters of Economic Geology and is a member of the AIG. Mr David Richardson Non-Executive Chairman Mr David Richardson has extensive international corporate experience including 15 years in Japan in Asia Pacific regional director positions with organisations such as Pacific Dunlop Ltd and Amcor Ltd. Expertise includes venture capital and finance. Mr Richardson founded Magmatic Resources Limited (ASX:MAG) in 2014, listing it on the ASX in 2017 and is currently the Executive Chairman of Magmatic Resources Limited. Mr Ranko Matic Non-Executive Director (appointed 4 November 2020) Mr. Ranko Matic is a Chartered Accountant with over 30 years’ experience in the areas of financial and executive management, accounting, audit, business and corporate advisory. Ranko is a director of a chartered accounting firm and a corporate advisory company based in Perth, and has specialist expertise and exposure in areas of audit, corporate services, due diligence, mergers and acquisitions, and valuations. Through these positions Ranko has been involved in an advisory capacity to over 40 initial public offerings and other re-capitalisations and re-listings of ASX companies in the last 20 years. Mr Matic is currently a Non-Executive Director of ASX listed company East Energy Resources Limited and has also acted as Chief Financial Officer and Company Secretary for companies in the private and public listed sector and continues to hold various roles in this capacity with publicly listed companies. Mr Matic was a Non-Executive Director of ASX listed company Argosy Minerals Limited for the period 17 July 2014 – 3 September 2021. Mr David Berrie Non-Executive Director and Company Secretary (resigned as both 4 November 2020) Mr David Berrie has over 30 years’ experience in the mining industry. Mr Berrie worked as a solicitor in the mining team at Clayton Utz before joining the international mining house Western Mining Corporation in 1987 with much of that time spent in the exploration division before transitioning over to BHP Billiton. Mr Berrie has extensive public company experience. Mr Berrie has a Bachelor of Laws and a Bachelor of Juris Prudence from the University of Western Australia. Mr Malcolm Norris Non-Executive Director (resigned 30 October 2020) Mr. Malcolm Norris is a geologist with extensive experience in business management, asset transactions and exploration with a focus on porphyry discovery. He is currently the Managing Director of Sunstone Metals Limited (ASX:STM). Previously Chief Executive Officer and Managing Director of SolGold Plc, Mr Norris holds a Bachelor of Science (Geology, Hons 1) from the University of Queensland, a Master of Science from the University of Western Ontario and a Master of Applied Finance (Kaplan). Ms Andrea Betti Non-Executive Director (appointed 26 October 2020 and resigned 4 November 2020) and Company Secretary (appointed 4 November 2020) Ms. Betti is an accounting and corporate governance professional with over 20 years experience in accounting, corporate governance, finance and corporate banking. She has acted as Chief Financial Officer and Company Secretary for companies in the private and publicly listed sectors, as well as senior executive roles in the banking and finance industry. Ms. Betti is a member of the Institute of Chartered Accountants in Australia and New Zealand and an associate member of the Governance Institute of Australia. Ms Betti is currently a Director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies. She has a Bachelor of Commerce, Graduate Diploma in Corporate Governance, Graduate Diploma in Applied Finance and Investment and a Masters of Business Administration. 11 DIRECTORS’ REPORT INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY AND RELATED BODIES CORPORATE As at the date of this report, the interests of the Directors in the shares and options of Australian Gold and Copper Limited were: Glen Diemar David Richardson Ranko Matic REMUNERATION REPORT (AUDITED) Ordinary Shares Options over Ordinary Shares 144,889 5,894,801 250,000 3,000,000 5,000,000 2,000,000 This report details the nature and amount of the remuneration for each key management personnel of Australian Gold and Copper Limited for the year ended 30 June 2021. The remuneration report is set out under the following headings: A B C D E Principles used to determine the nature and amount of remuneration Service agreements Details of remuneration Share-based compensation Related party disclosures The information provided under the headings A-E includes remuneration disclosures that are required under Accounting Standards AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited. The remuneration arrangements detailed in this report relate to the following Directors and key management personnel as follows: Mr Glen Diemar Managing Director (appointed 4 November 2020) Mr David Richardson Non-Executive Chairman Mr Ranko Matic Non-Executive Director (appointed 4 November 2020) Ms Andrea Betti Non-Executive Director (appointed 26 October 2020 and resigned 4 November 2020) Mr David Berrie Non-Executive Director (resigned 4 November 2020) Mr Malcolm Norris Non-Executive Director (resigned 30 October 2020) A. Principles used to determine the nature and amount of remuneration In determining competitive remuneration rates, the Board, acting in its capacity as the remuneration committee, seeks independent advice on local and international trends among comparative companies and industry generally. It examines terms and conditions for employee incentive schemes benefit plans and share plans. Independent advice should be obtained to confirm that executive remuneration is in line with market practice and is reasonable in the context of Australian executive reward practices. The Board recognises that Australian Gold and Copper Limited operates in a global environment. To prosper in this environment we must attract, motivate and retain key executive staff. Market Comparisons Consistent with attracting and retaining talented executives, the board endorses the use of incentive and bonus payments. The board will continue to seek external advice to ensure reasonableness in remuneration scale and structure, and to compare the Company’s position with the external market. The impact and high cost of replacing senior employees and the competition for talented executives requires the committee to reward key employees when they deliver consistently high performance. 12 DIRECTORS’ REPORT A. Principles used to determine the nature and amount of remuneration (continued) Board Remuneration The total maximum remuneration of Non-Executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act 2001 and the ASX Listing Rules, as applicable. The determination of Non-Executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value of the Company of the respective contributions by each Non-Executive Director. The current amount has been set an amount not to exceed $350,000 per annum. The Board determines actual payments to Directors and reviews their remuneration annually based on independent external advice with regard to market practice, relativities, and the duties and accountabilities of Directors. A review of Directors’ remuneration is conducted annually to benchmark overall remuneration including retirement benefits. There was no use of external consultants for remuneration advice for the period ended 30 June 2021. Performance Based Remuneration The Company has adopted an employee incentive option plan (‘ESOP or ‘Option Plan’) to provide ongoing incentives to Directors, Executives and Employees of the Company. The objective of the ESOP is to provide the Company with a remuneration mechanism, through the issue of securities in the capital of the Company, to motivate and reward the performance of the Directors and employees in achieving specified performance milestones within a specified performance period. The Board will ensure that the performance milestones attached to the securities issued pursuant to the ESOP are aligned with the successful growth of the Company’s business activities. The Directors and employees of the Company have been, and will continue to be, instrumental in the growth of the Company. The Directors consider that the ESOP is an appropriate method to: (a) Reward Directors and employees for their past performance; (b) Provide long term incentives for participation in the Company’s future growth; (c) Motivate Directors and generate loyalty from senior employees; and (d) Assist to retain the services of valuable Directors and employees. Company Performance, Shareholder Wealth and Directors and Executives Remuneration The remuneration policy has been tailored to increase the direct positive relationship between shareholders investment objectives and Directors and executives’ performance. Currently, Directors and executives are encouraged to hold shares in the Company to ensure the alignment of personal and shareholder interests. The Company provides performance based remuneration via their employee inventive option plan. B. Service Agreements Employment Contracts of Key Management Personnel Each member of the Company’s key management personnel are employed on open-ended employment contracts between the individual person and the Company. Non-Executive Directors have entered into a service agreement with the Company in the form of a letter of appointment. The employment conditions of the Managing Director Mr. Glen Diemar, is formalised in an executive service agreement with no fixed term and continues until a party terminates it by giving notice. The below is at the date of this financial report: Key Management Personnel Glen Diemar David Richardson Ranko Matic Appointment Terms of Agreement Managing Director Non-Executive Chairman Non-Executive Director No fixed term No fixed term No fixed term Base Salary (incl. super $p.a.) Termination Benefit $262,800 $120,000 $60,000 3 months Nil Nil 13 DIRECTORS’ REPORT C. Details of remuneration Amounts of remuneration The remuneration for each key management personnel of the Company during the period was as follows: 2021 Key Management Personnel Short-term Benefits employment Share based Benefits Payments Post- Cash, salary & Commissions Cash profit Share Non-Cash Benefit Other Super- annuation Performance Rights Options Total Performance Related Remuneration Consisting of Options $ $ $ $ $ $ $ $ % % Glen Diemar (i) 148,667 David Richardson Ranko Matic (v) David Berrie (ii) Malcolm Norris (iii) Andrea Betti (iv) 67,884 37,167 - - - 253,718 - - - - - - - - - - - - - - - - - - - - - 14,123 6,449 - - - - - - - - - - 318,000 480,790 530,000 604,333 212,000 249,167 - - - - - - 20,572 - 1,060,000 1,334,290 - - - - - - - 66 88 85 - - - 79 (i) Appointed as Managing Director effective from 4 November 2020. (ii) Resigned as Non-Executive Director effective from 4 November 2020. (iii) Resigned as Non-Executive Director effective from 30 October 2020. (iv) Appointed 26 October 2020 and resigned 4 November 2020 as a Non-Executive Director. (v) Appointed as Non-Executive Director effective from 4 November 2020. Ranko Matic is a director and shareholder of Consilium Corporate Pty Ltd which provides directorship, corporate secretarial and accounting services to the Company. 2020 Key Management Personnel Short-term Benefits employment Share based Benefits Payments Post- Cash, salary & Commissions Cash profit Share Non-Cash Benefit Other Super- annuation Performance Rights Options Total Performance Related Remuneration Consisting of Options $ $ $ $ $ $ $ $ % % David Richardson David Berrie Malcolm Norris - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - D. Share-based compensation Options The terms and conditions of the unlisted options affecting the remuneration of Directors in this financial year or future reporting years are as follows: Grant date Grant date fair value per right Exercise price Expiry date Vesting date note 5 Nov 2020 $0.1060 $0.30 31 Dec 2025 Immediately 14 DIRECTORS’ REPORT D. Share-based compensation (continued) Details of options granted as compensation to key management personnel during the financial year: Name Glen Diemar David Richardson Ranko Matic Number granted Number vested 3,000,000 5,000,000 2,000,000 3,000,000 5,000,000 2,000,000 Shares There were no shares issued to the key management personnel during the year ended 30 June 2021 (2020: Nil). Performance rights There were no performance rights issued to key management personnel during the financial year ended 30 June 2021 (2020: Nil). Option holding The number of unlisted options in the Company held during the financial year by each Director and other members of key management personnel of the Company, including their personally related parties, is set out below: Name Balance at start of the year Number granted during the year Glen Diemar (i) David Richardson Ranko Matic (ii) David Berrie (iii) Malcolm Norris (iv) Andrea Betti (v) - - - - - - - 3,000,000 5,000,000 2,000,000 - - - 10,000,000 Exercised during the year - - - - - - - Other changes during the year - - - - - - - Balance at the end of the year 3,000,000 5,000,000 2,000,000 - - - 10,000,000 (i) Mr Diemar was appointed as Managing Director effective from 4 November 2020. (ii) Mr Matic was appointed as Non-Executive Director effective from 4 November 2020. (iii) Mr Berrie resigned as a Non-Executive Director effective from 4 November 2020. (iv) Mr Norris resigned as a Non-Executive Director effective from 30 October 2020. (v) Ms Betti was appointed as a Non-Executive Director from 26 October 2020 and resigned effective from 4 November 2020. Shareholdings The number of shares in the Company held during the financial year by each Director and other members of key management personnel of the Company, including their personally related parties, is set out below: Name Balance at start of the year Number granted during the year Glen Diemar (i) David Richardson Ranko Matic (ii) David Berrie (iii) Malcolm Norris (iv) Andrea Betti (v) - - - - - - - Purchased on- market or as part of capital raising 144,889 5,894,801 250,000 - - - 6,289,690 - - - - - - - Other changes during the year Balance at the end of the year - - - - - - - 144,889 5,894,801 250,000 - - - 6,289,690 (i) Mr Diemar was appointed as Managing Director effective from 4 November 2020. (ii) Mr Matic was appointed as Non-Executive Director effective from 4 November 2020. (iii) Mr Berrie resigned as a Non-Executive Director effective from 4 November 2020. (iv) Mr Norris resigned as a Non-Executive Director effective from 30 October 2020. (v) Ms Betti was appointed as a Non-Executive Director from 26 October 2020 and resigned effective from 4 November 2020. 15 DIRECTORS’ REPORT E. Related party disclosures (i) Other transactions with key management personnel and their related parties Consilium Corporate Pty Ltd, a company of which Mr Matic is a shareholder and director, is also engaged to perform Company Secretarial and Accounting duties at a rate of $8,000 per month (excluding GST). During the period ended June 2021, $95,073 (excluding GST) was paid or payable under this agreement. Magmatic Resources Limited, a company of which Mr Richardson is a shareholder and director, is also engaged to provide Management and Administration Services to the Company. During the period ended 30 June 2021, $32,168 (excluding GST) was paid or payable under this agreement. During the year, the Company entered into agreements to acquire the Moorefield Project, located in the Central Lachlan, New South Wales, from Modelling Resources Pty Ltd (MR) (a wholly owned subsidiary of Magmatic Resourced Limited, a company of which Mr Richardson is a shareholder and director and the original parent company of Australian Gold and Copper Limited. As consideration for these projects, Magmatic Resources Limited received 29,999,999 fully paid ordinary shares in the Company at a deemed issue price of $0.20. (ii) Payables owing to related parties Magmatic Resources Ltd (i) 2021 $ 4,234 4,234 2020 $ - - (i) Magmatic Resources Limited, a company of which Mr Richardson is a shareholder and director, is also engaged to provide Management and Administration Services to the Company. During the period ended 30 June 2021. There are no other transactions with related parties during the period ended 30 June 2021. ADDITIONAL INFORMATION The loss of the Company for the financial year ended 30 June 2021 is summarised below: Other income EBITDA EBIT Loss after income tax 2021 $ 3,419 (2,008,811) (2,014,298) (2,014,298) 2020 $ - (3,500) (3,500) (3,500) ADDITIONAL INFORMATION (CONTINUED) The factors that are considered to affect total shareholders return (‘TSR’) are summarised below: 2021 $ 0.14 - (4.08) 2020 $ - - (350,000) Share price at financial year end Total dividends declared (cents per share) Basic loss per share (cents per share) END OF AUDITED REMUNERATION REPORT. 16 DIRECTORS’ REPORT MEETING OF DIRECTORS The number of meetings of the Company’s Board of Directors (“the Board”) held during the period ended 30 June 2021, and the number of meetings attended by each director were: Name Glen Diemar David Richardson Ranko Matic David Berrie (i) Malcolm Norris (ii) Andrea Betti (iii) (i) Mr Berrie resigned as a Non-Executive Director effective from 4 November 2020. (ii) Mr Norris resigned as a Non-Executive Director effective from 30 October 2020. (ii) Ms Betti was appointed as a Non-Executive Director from 26 October 2020 and resigned effective from 4 November 2020. Number eligible to attend 3 3 3 - - - Number attended 3 3 3 - - - There were 3 Directors meetings held during the financial year, however many board matters were dealt with via circular resolutions. The Company does not have a formally constituted audit committee or remuneration committee as the board considers that the Company’s size and type of operation do not warrant such committees. SHARES UNDER OPTION The number of options over ordinary shares in the Company as at the date of this report are set out below. Options granted carry no dividend or voting rights. Issue date Expiry date 5/11/2020 24/12/2020 1/04/2021 1/04/2021 31/12/2025 31/12/2023 31/01/2024 31/01/2024 Exercise price $ 0.30 0.30 0.30 0.50 Number of Options 12,500,000 2,500,000 150,000 150,000 15,300,000 SHARES ISSUED ON THE EXERCISE OF OPTIONS There were no ordinary shares of Australian Gold and Copper Limited that were issued during the financial year and up to the date of this report on the exercise of options granted. INDEMNITY AND INSURANCE OF OFFICERS The Company has indemnified the Directors and executives of the Company for the costs incurred, in their capacity as a Director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the Directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of liability and the amount of the premium. INDEMNITY AND INSURANCE OF AUDITOR The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. 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 Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF RSM AUSTRALIA PARTNERS There are no officers of the Company who are former partners of RSM Australia Partners. 17 DIRECTORS’ REPORT AUDITOR RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act 2001. NON-AUDIT SERVICES No amounts were paid or payable to the auditor for non-audit services provided during the year ended 30 June 2021. AUDITORS’ INDEPENDENCE DECLARATION A copy of the auditors’ Independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors’ report. This Directors’ report is signed in accordance with a resolution of Directors made pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the Directors Glen Diemar Managing Director Date: 30 September 2021 Perth 18 RSM Australia Partners Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111 www.rsm.com.au AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the financial report of Australian Gold and Copper Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i) The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (ii) Any applicable code of professional conduct in relation to the audit. RSM AUSTRALIA PARTNERS Perth, WA Dated: 30 September 2021 TUTU PHONG Partner THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036 Liability limited by a scheme approved under Professional Standards Legislation STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2021 Other income Accounting and other professional fees Regulatory fees Audit fees Depreciation Directors’ fees Employee benefit expense Legal expenses Share based payments Other expenses Loss before income tax Income tax expense Loss for the period Notes 2021 $ 2020 $ 3 20 12 4 3,419 (48,916) (114,067) (22,000) (5,487) (148,365) (19,528) (188,575) (1,329,657) (141,122) (2,014,298) - (2,014,298) - - - (3,500) - - - - - - (3,500) - (3,500) Other comprehensive income - - Total comprehensive loss for the period (2,014,298) (3,500) Loss per share Basic loss per share (cents) Diluted loss per share (cents) 17 17 (4.08) (4.08) (350,000) (350,000) The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 20 STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2021 ASSETS Current assets Cash and cash equivalents Trade and other receivables Other assets Total current assets Non-current assets Property, plant and equipment Exploration and evaluation Other assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Provisions Total current liabilities Total liabilities Net assets/ (liabilities) EQUITY Issued capital Reserves Accumulated losses Total equity/ (deficiency) Notes 2021 $ 2020 $ 5 6(a) 7 8 6(b) 9 10 11 13 7,236,269 768 50,278 7,287,315 109,735 11,064,459 30,000 11,204,194 18,491,509 213,641 19,528 233,169 233,169 - - - - - - - - - 7,000 - 7,000 7,000 18,258,340 (7,000) 18,720,731 1,558,907 (2,021,298) - - (7,000) 18,258,340 (7,000) The above statement of financial position should be read in conjunction with the accompanying notes 21 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2021 Balance at 1 July 2019 Total loss for the year Other comprehensive income Total comprehensive income for the year Balance at 30 June 2020 Issued capital $ Share based payment reserve $ Accumulated losses $ Total $ - - - - - - - - - - (3,500) (3,500) - (3,500) (3,500) - (3,500) (3,500) (7,000) (7,000) Issued capital $ Share based payment reserve $ Accumulated losses $ Total $ Balance at 1 July 2020 Total loss for the year Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners Issue of capital Share issue costs Share based payments Balance at 30 June 2021 - - - - 20,000,000 (1,279,269) - - - - - - - 1,558,907 (7,000) (7,000) (2,014,298) (2,014,298) - - (2,014,298) (2,014,298) - - - 20,000,000 (1,279,269) 1,558,907 18,720,731 1,558,907 (2,021,298) 18,258,340 The above statement of changes in equity should be read in conjunction with the accompanying notes 22 STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2021 Cash flows from operating activities Interest received Payments to suppliers and employees Payments for exploration and evaluation Notes 2021 $ 2020 $ 2,652 (563,180) (962,836) Net cash outflow from operating activities 22 (1,523,364) Cash flows from investing activities Purchases of property, plant and equipment Purchase of bonds Net cash outflow from investing activities Cash flows from financing activities Proceeds from issue of shares Share issue costs paid Net cash inflow from financing activities Net increase in cash held Cash at the beginning of the financial year (115,222) (30,000) (145,222) 10,000,000 (1,095,145) 8,904,855 7,236,269 - Cash at the end of the financial year 5 7,236,269 The above statement of cash flows should be read in conjunction with the accompanying notes - - - - - - - - - - - - 23 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 The Company’s financial statements and notes represent those of Australian Gold and Copper Limited. The financial statements were authorised for issue on 30 September 2021 by the Directors of the Company. 1. Summary of significant accounting policies Basis of preparation The financial statements are general purpose financial statements that have been prepared in accordance with Corporations Act 2001, Australian Accounting Standards, Interpretations of the Australian Accounting Standards Board and International Financial Reporting Standards as issued by the International Accounting Standards Board. The Company is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless otherwise stated. Except for cash flow information, these financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. a) Comparatives When required by accounting standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. b) Operating segments Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance. c) Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Company’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non- current. A liability is classified as current when: it is either expected to be settled in the Company’s normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. d) Income tax The income tax expense (revenue) for the period comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at the end of the reporting period. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity. Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. 24 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 (continued) d) Income tax (continued) Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at the end of the reporting period. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. e) Trade and other receivables Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost, using the effective interest method, less any allowances for expected credit losses. Trade and other receivables are generally due for settlement within 120 days. Collectability of trade debtors is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful debts is raised when some doubt as to collection exists and in any event when the debt is more than 60 days overdue. f) Property, plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows: Plant and equipment 3-7 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Company. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits. g) Exploration and evaluation Exploration and evaluation expenditures are written off as incurred, except when such costs are expected to be recouped through successful development and exploitation, or sale, of an area of interest. In addition, exploration assets recognised on acquisition of an entity are carried forward provided that exploration and/or evaluation activities in the area have not yet reached a stage that 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. The expenditure carried forward when recovery is expected represents an accumulation of direct net exploration and evaluation costs incurred by or on behalf of the Company and applicable indirect costs, in relation to separate areas of interest for which rights of tenure are current. 25 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 (continued) g) Exploration and evaluation (continued) If it is established subsequently that economically recoverable reserves exist in a particular area of interest, resulting in the decision to develop a commercial mining operation, then in that year the accumulated expenditure attributable to that area, to the extent that it does not exceed the recoverable amount for the area concerned, will be transferred to mine development. As such it will be subsequently amortised against production from that area. Any excess of accumulated expenditure over recoverable amounts will be written off to the statement of profit or loss and other comprehensive income. h) Impairment of non-financial assets Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. i) Trade and other payables Trade and other payables represent the liability outstanding at the end of the reporting period for goods and services received by the Company during the reporting period which remain unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 – 60 days of recognition. j) Provisions Provisions are recognised when the Company has a present (legal or constructive) obligation as a result of a past event, it is probable the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost. k) Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. l) Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with short periods to maturity and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position. m) Other income Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial interest to the net carrying amount of the financial asset. Other income is recognised when it is received or when the right to receive payment is established. 26 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 (continued) n) Finance costs Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. o) Employee benefits Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Equity-settled compensation The Company operates equity-settled share based payment employee share and option schemes. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. Share based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the good or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is shown in the option reserve. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using an appropriate valuation model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest. p) Goods and services tax (“GST”) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. q) Earnings per share (i) Basic earnings per share Basic earnings per share is determined by dividing net profit after income tax attributable to members of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year. (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. 27 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 (continued) r) Critical accounting judgments, estimates and assumptions The Directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company. There have been no judgements, apart from those involving estimation, in applying accounting policies that have a significant effect on the amounts recognised in these financial statements. Following is a summary of the key assumptions concerning the future and other key sources of estimation at reporting date that have not been disclosed elsewhere in these financial statements. Exploration and evaluation expenditure Exploration and evaluation costs have been capitalised on the basis that activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. Share based payment transactions The Company 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 by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. COVID-19 pandemic Judgement has been exercised in considering the impacts that the COVID-19 pandemic has had, or may have, on the Company based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographical regions in which the Company operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the Company unfavourably as at the reporting date or subsequently as a result of the COVID-19 pandemic. s) New or amended Accounting Standards and Interpretations adopted The Company 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 Company: Conceptual Framework for Financial Reporting (Conceptual Framework) The Company has adopted the revised Conceptual Framework from 1 July 2020. The Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting Standards, but it has not had a material impact on the Company’s financial statements. t) New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Company for the annual reporting period ended 30 June 2021. The Company has not yet assessed the impact of these new or amended Accounting Standards and Interpretations. 28 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 (continued) 2. Operating segments Identification of reportable operating segments The Company is organised into one operating segment, being mining and exploration operations. This operating segment is based on the internal reports that are 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. The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements. The information reported to the CODM is on a monthly basis. 3. Other income Interest income 4. Income tax expense Loss before income tax expense Tax at the Australian tax rate of 26% (2020: 27.5%) Amounts not deductible /(taxable) in calculating taxable income Tax effect of exploration expenditure Tax effect of temporary differences Tax effect of deferred tax asset not brought to account Income tax expense Potential tax benefit relating to unused tax losses for which no deferred tax asset has been recognised 2021 $ 2020 $ 3,419 - 2021 $ 2020 $ (2,014,298) (523,717) 399,947 (276,759) (69,012) 469,541 - 1,805,930 (3,500) (963) - - 963 - - - 2021 $ 2020 $ 5. Cash and cash equivalents Cash at bank 7,236,269 - 6. Other assets (a) Current Prepayments (b) Non-current Security bonds Total other assets 2021 $ 2020 $ 50,278 30,000 80,278 - - - 29 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 (continued) 7. Property, plant and equipment Computer equipment – at cost Accumulated depreciation Motor vehicles – at cost Accumulated depreciation Total property, plant and equipment 2021 $ 2020 $ 12,772 (1,670) 11,102 102,450 (3,817) 98,633 109,735 Reconciliations Reconciliations of the written down values at the beginning and end of the current financial year are set out below: Computer equipment $ Motor vehicles $ Total $ Balance at 1 July 2020 Additions Depreciation expense Balance at 30 June 2021 - 12,772 (1,670) 11,102 - 102,450 (3,817) 98,633 - 115,222 (5,487) 109,735 8. Exploration and evaluation Opening balance Acquisitions during the period (i) Expenditure incurred during the period Closing balance 2021 $ 2020 $ - 10,000,000 1,064,459 11,064,459 - - - - - - - - - - - (i) The Company currently holds four projects (Moorefield, Gundagai and Cargelligo) located in the Central Lachlan, New South Wales. During the period, the Company entered into agreements to acquire the Projects from Modelling Resources Pty Ltd (MR) (a wholly owned subsidiary Magmatic Resources Ltd (ASX:MAG)), the original parent company of Australian Gold and Copper, and New South Resources Pty Ltd (NSR), an unrelated entity. As consideration for these projects, Magmatic Resources Ltd received 29,999,999 fully paid ordinary shares in the Company at a deemed issue price of $0.20 and NSR received 20,000,000 fully paid ordinary shares in the Company at a deemed issue price of $0.20. 9. Trade and other payables Trade creditors Accrued expenses 10. Provisions 2021 $ 2020 $ 178,503 35,138 213,641 - 7,000 7,000 2021 $ 2020 $ Provision for annual leave 19,528 - 30 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 (continued) 11. Issued capital 2021 2020 No. of shares No. of shares 2021 $ 2020 $ Ordinary shares – fully paid 100,000,000 1 18,720,731 0.01 (a) Ordinary shares Date At the beginning of the reporting period: Issued as consideration for three exploration projects (refer note 8) Initial public offering No. of shares 1 49,999,999 50,000,000 Issue price $ 0.01 0.20 0.20 Capital raising costs At the end of the reporting period - 100,000,000 $ 0.01 10,000,000 10,000,000 (1,279,269) 18,720,731 Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. (b) Capital management The objectives of management when managing capital is to safeguard the Company’s ability to continue as a going concern, so that the Company many continue to provide returns for shareholders and benefits for other stakeholders. Due to the nature of the Company’s activities, being mineral exploration, the Company does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Company’s capital risk management is the current working capital position against the requirements of the Company to meet exploration programmes and corporate overheads. The Company’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements with a view of initiating appropriate capital raisings as required. The working capital position of the Company at 30 June 2021 is as follows: Cash and cash equivalents Trade and other receivables Other current assets Trade and other payables Provisions Working capital position 12. Share based payment transactions Options – recognised in equity (share issue costs) Options – recognised as a share based payment expense 2021 $ 7,236,269 - 51,045 (213,641) (19,528) 7,054,145 2020 $ - - - (7,000) - (7,000) 2021 $ 2020 $ 229,250 1,329,657 1,558,907 - - - 31 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 (continued) 12. Share based payment transactions (continued) For the options issued during the current period, a Hoadley ESO2 option pricing model was used for the 12,500,000 and 2,500,000 options and a trinomial model was used for the 300,000 options with the valuation model inputs used to determine the fair value at the grant date as follows: Grant date Expiry date Share price at grant date $ Exercise price $ Expected volatility % Dividend yield % Number of Options Value per Option $ Total Value $ Vesting terms 5/11/2020 24/12/2020 29/1/2021 29/1/2021 31/12/2025 24/12/2023 31/1/2024 31/1/2024 0.20 0.20 0.18 0.18 0.30 0.30 0.30 0.50 100 100 100 100 - - - - 12,500,000 1 2,500,000 1 150,000 2 150,000 2 0.1060 0.0917 0.0904 0.0714 1,325,000 229,250 13,560 10,710 Immediately Immediately (2) (2) 1 Options vested upon issue. 2 Options vest 1 April 2023 if employee remains employed. Set out below is a summary of the movements in options on issue during the year: Grant date Expiry date Exercise price $ Balance at the start of the year Granted Exercised Expired/ forfeited 5/11/2020 24/12/2020 29/1/2021 29/1/2021 31/12/2025 24/12/2023 31/1/2024 31/1/2024 0.30 0.30 0.30 0.50 Weighted average exercise price - - - - - - 12,500,000 2,500,000 150,000 150,000 15,300,000 $0.302 - - - - - - Balance at the end of the year 12,500,000 2,500,000 150,000 150,000 15,300,000 $0.302 - - - - - - There were no options issued during the financial year ended 30 June 2020. Set out below are the options exercisable at the end of the financial year: Grant date Expiry date Exercise price $ 5 November 2020 24 December 2020 29 January 2021 29 January 2021 31 December 2025 24 December 2023 31 January 2024 31 January 2024 0.30 0.30 0.30 0.50 2021 # 12,500,000 2,500,000 150,000 150,000 15,300,000 2020 # - - - - - The weighted average remaining contractual life of options outstanding at the end of the financial year was 4.14 years. 13. Reserves Reserves Share based payment reserve Movements Balance at beginning of period Share based payments recognised as an expense in the statement of profit or loss and other comprehensive income Share based payments recognised as share issue costs in equity Balance at end of period 2021 $ 2020 $ 1,558,907 - 1,329,657 229,250 1,558,907 - - - - - 32 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 (continued) 14. Key management personnel disclosures The aggregate compensation made to Directors and other members of key management personnel of the Company is set out below: Short-term employee benefits Post-employment benefits Share-based payments 15. Related party transactions (a) Key management personnel 2021 $ 253,718 20,572 1,060,000 1,334,290 2020 $ - - - - Disclosures relating to key management personnel are set out Note 14 and in the Remuneration Report in the Directors’ Report. (b) Other transactions and balances with related parties On 23 October 2020, the Company entered into an agreement with Consilium Corporate Pty Ltd for the provision of CFO and Corporate Secretarial services. Subsequent to that, Andrea Betti was appointed as a Director to the Company on 26 October 2020 and was subsequently replaced by Ranko Matic on 4 November 2020. Ms Betti and Mr Matic are both Directors of Consilium Corporate Pty Ltd. During the year since their Director appointments, Consilium Corporate Pty Ltd invoiced the Company $95,073 (excluding GST) for CFO and Corporate Secretarial Fees. As at 30 June 2021, the amount owing to Consilium Corporate was $Nil. On 5 November 2020, The Company entered into an agreement with Magmatic Resources Limited for the provision of Management and Administration services, a company of which Mr Richardson is a shareholder and director. During the year, Magmatic Resources Limited invoiced the Company $32,168 (excluding GST). As at 30 June 2021, the amount owing to Magmatic Resources Limited was $4,234. During the year, the Company entered into agreements to acquire the Moorefield Project, located in the Central Lachlan, New South Wales, from Modelling Resources Pty Ltd (MR) (a wholly owned subsidiary of Magmatic Resourced Limited, a company of which Mr Richardson is a shareholder and director and the original parent company of Australian Gold and Copper Limited). As consideration for these projects, Magmatic Resources Limited received 29,999,999 fully paid ordinary shares in the Company at a deemed issue price of $0.20. 16. Commitments for expenditure Exploration and evaluation The Company is required to maintain current rights of tenure to tenements, which require outlays of expenditure in future financial years. Under certain circumstances, these commitments are subject to the possibility of adjustment to the amount and/or timing of such obligations, however they are expected to be fulfilled in the normal course of operations. The Company has tenement rental and expenditure commitments payable of: - Not later than 12 months - Between 12 months and 5 years - More than 5 years 2020 $ 2021 $ 480,000 890,000 100,000 1,470,000 - - - - 33 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 (continued) 17. Earnings per share Loss after income tax Weighted average number of ordinary shares used in calculating basic earnings per share 2021 $ 2020 $ (2,014,298) (3,500) Number Number 49,369,864 1 Basic and diluted loss per share (cents) (4.08) (350,000) 18. Events after the reporting date Exploration On 20 August 2021, the Company announced the completion of Phase 2 RC program at Cargelligo Projects Achilles target. On 15 September 2021, the Company announced an exploration update regarding the Copper Zone strengthening towards Aerial EM Conductor at Achilles – Diamond Rig Mobilising. Whilst exploration activities have been able to continue, the impact of the Coronavirus (COVID-19) pandemic is ongoing. It is not practical to estimate the potential impact, positive or negative, after the reporting date. The situation is continually developing and is dependent on measures imposed by Australian Governments, and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and economic stimulus that may be provided. The Directors are not aware of any other matters or circumstances that have arisen since the end of the financial year, which significantly affected or may significantly affect the operations of the Company the results of those operations, or the state of affairs of the Company in future financial years. 19. Contingent assets and liabilities Contingent assets The Company had no contingent assets as at 30 June 2021 and 30 June 2020. Contingent liabilities The Company had no contingent liabilities as 30 June 2021 and 30 June 2020. 20. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by RSM Australia Partners (2020: BDO), the auditor of the Company: Audit services - BDO Audit and review of the financial statements - RSM 2021 $ - 22,000 22,000 2020 $ 3,500 - 3,500 21. Dividends The Company has not declared nor paid a dividend for the period. 34 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 (continued) 22. Cash flow information (a) Reconciliation of cash flow from operations with operating loss Operating loss after income tax - - Share based payments Depreciation Changes in assets and liabilities: - - - - - (Increase)/decrease in receivables (Increase)/decrease in other assets (Increase)/decrease in exploration and evaluation Increase/(decrease) in trade and other payables Increase/(decrease) in provisions Net cash flow used in operating activities 23. Financial management 2021 $ 2020 $ (2,014,298) 1,329,657 5,487 - (51,045) (1,064,459) 251,766 19,528 (1,523,364) (3,500) - - - - - 3,500 - - The Company’s principal financial instruments comprise cash and short-term deposits. The Company has various other financial assets and liabilities such as other receivables and payables, which arise directly from its operations. The Company’s activities expose it to a variety of financial risks, including, credit risk, liquidity risk, foreign exchange risk and cash flow interest rate risk. The Company is not exposed to price risk. Risk management is carried out by the Board of Directors, who evaluate and agree upon risk management and objectives. (a) Market risk (i) Interest rate risk The Company is not materially exposed to interest rate risk. (b) Credit risk The Company does not have significant concentrations of credit risk. Credit risk is managed by the Board of Directors and arises from cash and cash equivalents as well as credit exposure including outstanding receivables. All cash balances are held in Australia. The maximum exposure to credit risk at reporting date is the carrying amount of the financial assets disclosed within the financial report. 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. (c) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash balances and access to equity funding. The Company’s exposure to the risk of changes in the market interest rates relate primarily to cash assets. The Directors monitor the cash-burn rate of the Company on an on-going basis against budget and the maturity profiles of financial assets and liabilities to manage its liquidity risk. The financial liabilities the Company had a reporting date were other 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. Maturity analysis for financial liabilities Financial liabilities of the Company comprise of trade and other payables. As at 30 June 2021, all financial liabilities are contractually maturing within 60 days. 35 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 (continued) 23. Financial management (continued) (d) Foreign exchange risk The Company is not exposed to any foreign exchange risk. (e) Fair value estimation The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. All financial assets and financial liabilities of the Company at the reporting date are recorded at amounts approximating their carrying amount. The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. 24. Company details The registered office and principal place of business is: Suite 7, 55 Hampden Road Nedlands WA 6009 Telephone: +61 8 9322 6009 Email: info@austgoldcopper.com.au 36 DIRECTORS’ DECLARATION In the Directors' opinion:     the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note1 to the financial statements; the attached financial statements and notes give a true and fair view of the Company's financial position as at 30 June 2021 and of its performance for the financial year ended on that date; and there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the Directors Glen Diemar Managing Director Date: 30 September 2021 Perth 37 RSM Australia Partners Level 32 Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111 www.rsm.com.au INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AUSTRALIAN GOLD AND COPPER LIMITED Opinion We have audited the financial report of Australian Gold and Copper Limited (the Company), which comprises the statement of financial position as at 30 June 2021, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration. In our opinion the accompanying financial report of the Company is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Company's financial position as at 30 June 2021 and of its financial performance for the year then ended; 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 Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We 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. THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036 Liability limited by a scheme approved under Professional Standards Legislation Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter How our audit addressed this matter Exploration and Evaluation Refer to Note 8 in the financial statements The Company has capitalised exploration and evaluation expenditure with a carrying value of $11,064,459 as at 30 June 2021. We considered this to be a key audit matter due to the significant management judgment involved in assessing the carrying value of the asset including: the basis on which  Determination of whether the expenditure can be associated with finding specific mineral resources, and that expenditure is allocated to an area of interest;  Determination of whether exploration activities have progressed to the stage at which the existence of an economically recoverable mineral reserve may be assessed; and  Assessing whether any indicators of impairment are present, and if so, judgments applied to determine and quantify any impairment loss. Share-Based Payment Transactions Refer to Note 12 in the financial statements During the financial year, the Company issued a total of 15,300,000 options with a total fair value of $1,578,520 of which $1,329,657 was recognised as an expense loss, $229,250 was recognised as share issue costs in equity and the remainder of $19,613 will be recognised as an expense over the vesting period. in profit or We considered this to be a key audit matter due to the material amount of the share-based payments and the significant judgement involved in assessing the fair value of the share-based payments. Our audit procedures included:  Ensuring that the right to tenure of the each area of interest is current;  Agreeing the acquisition of tenements to the relevant agreements, agreeing the number of shares issued as consideration to supporting documentation and assessing the fair value of these shares;  Agreeing a sample of additions to supporting documentation and ensuring the amounts are capital in nature and relate to the area of interest; evaluating management’s assessment that no indicators of impairment existed at the reporting date;  Assessing and  Assessing management’s determination that exploration and evaluation activities have not yet reached a stage where the existence or otherwise of economically recoverable reserves may be reasonably determined; and  Enquiring with management and reviewing budgets and other supporting documentation as evidence that active and significant operations in, or relation to, the area of interest will be continued in the future. Our audit procedures included:  Reviewing the key terms and conditions of the options issued;  Obtaining the valuation models prepared by management and assessing whether the models were appropriate for valuing the options granted during the year; the reasonableness  Challenging key assumptions used by management to value the options;  Recalculating the share-based payments to be recognised as an expense in profit or loss for the year ended 30 June 2021; the value of of  Checking the nature and recalculating the value of the share-based payments to be recognised as share issue costs in equity; and  Reviewing the adequacy and accuracy of the relevant disclosures in the financial statements. Other Information The directors are responsible for the other information. The other information comprises the information included in the Company's annual report for the year ended 30 June 2021, 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 accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the 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 Company 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 Company or to cease operations, or have no realistic alternative but to do so. Auditor's Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 at: https://www.auasb.gov.au/auditors_responsibilities/ar2.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 within the directors' report for the year ended 30 June 2021. In our opinion, the Remuneration Report of Australian Gold and Copper Limited, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. RSM AUSTRALIA PARTNERS Perth, WA Dated: 30 September 2021 TUTU PHONG Partner ADDITIONAL INFORMATION Additional information required by Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at 28 September 2021. (a) Distribution of equity securities Analysis of number of equity security holders by size of holding: Range Total Holders Units % of Issued Capital 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – 9,999,999,999 Total 232 536 271 524 129 1,692 108,086 1,478,921 2,091,405 20,351,834 75,969,754 100,000,000 0.11 1.48 2.09 20.35 75.97 100.00 Unmarketable Parcels Minimum $500.00 parcel at $0.125 per unit is 673 holders with 1,148,303 shares. (a) Twenty largest shareholders The names of the twenty largest holders of quoted ordinary shares are: Rank Name 1 NEW SOUTH RESOURCES PTY LTD 2 MAGMATIC RESOURCES LIMITED 3 BILINGUAL SOFTWARE PTY LTD 4 GOLD FIELDS AUSTRALIA PTY LTD 5 ASHFORD PROPERTIES PTY LTD 6 7 8 9 10 CITICORP NOMINEES PTY LIMITED DAVTHEA PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED CALAMA HOLDINGS PTY LTD IGME PTY LTD 11 WALKINGTON PROPERTY NOMINEES (NO 2) PTY LTD 12 MRS MARISA MACKOW 13 BNP PARIBAS NOMS PTY LTD 14 SOUTHERN STEEL INVESTMENTS PTY LTD 15 MR PETER PIOTR MACKOW 16 MR DAVID RICHARDSON + MRS RYOKO RICHARDSON 17 CITICORP NOMINEES PTY LIMITED 18 JAMESON FARM PTY LTD ROBIS WEALTH MANAGEMENT PTY LTD BRETT ALAN WATKINS 19 20 Total (b) Voting rights All ordinary shares (whether fully paid or not) carry one vote per share without restriction. (c) Unlisted Securities The following options are on issue:      150,000 unlisted options with an exercise price of $0.30 expiring 31 January 2024 150,000 unlisted options with an exercise price of $0.50 expiring 31 January 2024 2,5000,000 unlisted options with an exercise price of $0.30 expiring 31 December 2023 1,000,000 unlisted options with an exercise price of $0.30 expiring 31 December 2025 11,500,000 unlisted options with an exercise price of $0.30 expiring 31 December 2025 Units % of Units 20,000,000 20.00 5,637,594 5,092,892 2,666,667 2,500,000 2,207,150 1,118,478 1,094,020 1,000,000 1,000,000 1,000,000 911,111 910,125 817,891 810,000 801,909 799,858 613,889 600,000 585,000 5.64 5.09 2.67 2.50 2.21 1.12 1.09 1.00 1.00 1.00 0.91 0.91 0.82 0.81 0.80 0.80 0.61 0.60 0.59 50,166,584 50.17 42 

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