ABN: 75 633 936 526
AUSTRALIAN GOLD AND COPPER LIMITED
ANNUAL REPORT
30 JUNE 2023
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
26
27
28
29
30
31
44
45
48
2
CORPORATE DIRECTORY
DIRECTORS
Mr Glen Diemar
Managing Director
Mr David Richardson
Non-Executive Chairman
Dr Adam McKinnon
Non-Executive Director
COMPANY SECRETARIES
Ms Andrea Betti
Ms Laura Woods
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 17, 221 St Georges Terrace
PERTH WA 6000
Ph: +61 8 9323 2000
Fax: +61 8 9323 2033
3
DIRECTORS’ REPORT
Your Directors present their report, together with the financial statements, on Australian Gold and Copper Limited (the
“Company” or “AGC”) for the financial year ended 30 June 2023.
DIRECTORS
The names of Directors in office at any time during or since the end of the financial year are listed below. Directors have
been in office during the whole financial year and up to the date of this report unless otherwise stated.
NAME OF PERSON
Mr Glen Diemar
POSITION
Managing Director
Mr David Richardson
Non-Executive Chairman
Dr Adam McKinnon
Non-Executive Director (appointed 12 August 2022)
Mr Ranko Matic
Non-Executive Director (resigned 12 August 2022)
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 financial year after providing for tax amounted to $1,656,510 (2022: $579,172).
Exploration
The Company has built a significant portfolio of high quality NSW projects.
During the year, AGC’s focus was primarily on generating high quality exploration drill targets at the South Cobar Project
and advance towards a significant discovery. Two new exploration licences were granted, Ootha EL9536 and Nyora
EL9561, which adjoin the Moorefield and South Cobar projects respectively (Figure 1).
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DIRECTORS’ REPORT
Figure 1. Location of AGC’s Projects in relation to major mines and deposits within the Lachlan Fold Belt.
5
DIRECTORS’ REPORT
South Cobar Project
The Cobar Basin has major mines and mining companies in the north, recent discoveries in the central portion and is
largely underexplored in the south (Figures 1 & 2). The South Cobar project consists of three exploration licences totalling
1,090km2; EL8968 ‘Cargelligo’, EL9336 ‘Rast’ and EL9561 ‘Nyora’. The tenements are centred 15km west of the town of
Lake Cargelligo and host multiple Cobar-style gold-polymetallic targets (Au-Ag-Cu-Zn-Pb).
The South Cobar project adds significant value to the Company’s portfolio with nearly 120km of continuous strike length
within the southern Cobar Basin. The licence straddles the Woorara and Kilparney fault systems, which are considered
important for focusing mineralisation.
During the year, the Company undertook extensive geochemical sampling and geophysical surveying. This work has led
to a historic mining area being found (called Creamy Hills gold mines) and five new Cobar-style targets that are
expected to be tested by drilling over the coming quarters.
Figure 2: Map of the Cobar Basin in NSW showing recent major discoveries and mines relative to AGC’s
exploration licences in yellow and major prospective trends in red/yellow stars (GSNSW Minview).
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DIRECTORS’ REPORT
Figure 3: South Cobar Project tenement map with target locations (yellow stars) and best IP results showing areas
of potential metal sulphide mineralisation, on satellite photo and basic geology, (AGC ASX 20 June 2023).
During the year, twenty square kilometres of induced polarisation (IP) geophysical surveys were completed across three
sites at the South Cobar project. IP geophysics surveys are an effective method used by explorers in targeting metal-
sulphide mineralisation within the ground. These surveys have helped identify five strong drill targets supported by
surface geochemistry in the sparsely explored southern extension of the Cobar Basin.
Hilltop has emerged as the highest priority drill target for the Company given its outcropping surface expression and high
tenor gold in rock chips (Figures 3 & 4).
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DIRECTORS’ REPORT
Figure 4: Hilltop schematic planned drill holes into the IP target highlighting a strong, steeply dipping chargeability anomaly (up to
28mV/V) relative to rock chip assays sampled from outcropping stockwork veining on surface (section 6,305,600N) (AGC ASX 22 May
2023, AGC ASX 16 June 2023).
The Planet IP chargeability target is within 100 metres from surface, suggesting a link between this feature and the strong
surface geochemistry (Figures 3 & 5).
Figure 5: Planet IP section 21600N showing two drill targets in the bottom image. Resistivity (top) with simplified geology and two
chargeability (bottom) targets which are areas of potential metal sulphide mineralisation. The central anomaly is highly chargeable and
sits within a zone coincident with strong surface geochemistry (AGC ASX 20 June 2023).
At Achilles, two large IP targets were identified during the year. Previous drilling has intersecting banded base-metal
sulphides at this prospect, highlighting the prospectivity of the broader Achilles shear zone that extends for at least eight
kilometres (Figure 6).
Significant intercepts to date at Achilles include:
Hole A3RC004 (AGC ASX 3 May 2021):
5m @ 4.9% Pb + Zn, 0.3% Cu and 5g/t Ag from 89m
o
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 (AGC ASX 3 May 2021):
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
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DIRECTORS’ REPORT
Hole A3RC014 (AGC ASX 15 September 2021):
85m at 0.13% Cu from 165m, including:
o
o
o
o
1m at 0.59% Cu from 167m
25m at 0.20% Cu from 206m
1m at 0.53% Cu from 215m
5m at 0.3% Cu from 241m
Figure 6: Achilles long section through the IP survey results, showing modelled 3D chargeability anomalies in red which remain untested by
previous drilling. (AGC ASX 5 May 2023, AGC ASX 3 May 2021, 15 September 2021).
Also within the South Cobar Project the Company’s discovery team uncovered a cluster of historic minescalled Creamy
Hills gold mines that extend for 1.2km in length (AGC ASX 3 March 2023). The mines are centred on a cluster of significant
workings 250m in length and up to 25m deep (Figures 7 & 8).
First pass sampling designed to determine the prospective rock types returned rock chips to 24.4g/t gold within the shafts
and dumps (CHRK019) and composite samples to 9.4g/t gold from mine tailings (CHRK021) (AGC ASX 3 March 2023).
The geological location of the gold mines is in a deformed wedge of folded rock within a back thrust of the major
Woorara Fault on the eastern edge of the Cobar Superbasin. This location is considered an analogous position to the
world-class Cobar mines including the CSA Copper Mine north of Cobar, which also sit within folds in the Rookery Fault
back thrust on the eastern edge of the Basin.
The Company believes this area is exceptionally prospective as no modern geochemistry, geophysics or drilling has
been conducted and the targets are open in every direction.
A limited soil sampling test line returned two zones of elevated arsenic anomalism suggesting multiple stacked
mineralised faults. The next steps are to complete a broader soil survey to map anomalism in the soils and expand the
footprint prior to drilling (AGC ASX 3 March 2023).
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DIRECTORS’ REPORT
Figure 7: Drone photographs with annotated notes of mine workings, projected lode to surface and the locations of the highest grade
gold samples (AGC ASX 3 March 2023).
Figure 8: Mine shafts and workings at Creamy Hills gold mine (AGC ASX 3 March 2023).
Moorefield Project
The Moorefield Project comprises two exploration licences covering 480km2 (EL7675 ‘Moorefield’ and EL9536 ‘Ootha’)
see Figure 1. The project includes the 15km long Boxdale - Carlisle Reefs orogenic gold trend defined by strong surface
geochemical anomalism and significant drill results reported during the previous year, comprising 47 RC holes, totalling
5,000m (Figures 9 to 11).
Other prospects include the 10km long Ootha copper anomaly(Figure 10), Ghost Hill, Lima-Maloola and Pattons
Prospects, which are all considered prospective for Au-Cu mineralisation (AGC ASX prospectus lodged 18th November
2020).
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DIRECTORS’ REPORT
Figure 9: Schematic long section of the Boxdale (NW) – Carlisle Reefs (SE) gold zone showing a 20km long elongate ultramafic
magnetic body below the recent soil sampling areas where drilling has returned shallow gold (AGC ASX 27 April 2022).
Figure 10: Plan view map of the Ootha Copper Target in ELA6549 relative to the Company’s 15km Boxdale to
Carlisle Reefs trend with geology by the NSW Geological Survey (AGC ASX 16 November 2022).
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DIRECTORS’ REPORT
Figure 11: Plans showing the location of recent RC drilling at Boxdale.
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DIRECTORS’ REPORT
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 Cobar-style zinc-lead-silver prospects (e.g. Bongongalong).
Gold prospects show similarities to the 2.3Moz, Late Silurian hosted McPhillamys Gold Deposit (ASX:RRL). The 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.
During the year, six RC drill holes for 936m were successfully completed, targeting the northern gold-in-soil zone before
heavy rain cut the program short. The six holes returned promising geology, alteration and sulphide development in
each hole with strong gold results (Figures 12-15).
Figure 12: Quartz-pyrite stockwork veined rock chip from drill hole GVRC006 at 96m.
Figure 13: Schematic, looking north on a recent drone photo showing the drill pad and hole locations, gold in soil target and
locations of historic mine infrastructure.
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DIRECTORS’ REPORT
Figure 14: Schematic looking south, drawn onto a recent drone photo, showing the northern hill drill pad
locations targeting the gold-in-soil targets (AGC ASX prospectus Nov 2020). D6 bulldozer in foreground for
scale.
Figure 15: Map showing location of drill holes and traces coloured by downhole arsenic relative to geology.
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DIRECTORS’ REPORT
During the year, a significant field program was also conducted at Gundagai’s Bongongalong target. Work by the
Company included first-pass mapping, rock chip sampling and a soil survey. An extensive zone of strong base-metal and
gold anomalism was delineated over a five kilometre trend, with gossanous outcrops (weathered sulphides) identified
over 1.5 kilometres in length (Figures 16 & 17; AGC ASX 30 May 2023).
From the gossanous outcrops, 18 recent rock chip samples returned gold up to 2.9g/t (AGC013638) and silver up to
245g/t (AGC013632), with 10 of the samples returning gold over 0.5g/t, (AGC ASX 30 May 2023).
A close-spaced soil survey (by pXRF analysis) identified an extremely high-tenor lead-in-soil anomaly (Pb>500ppm) over
2.1 kilometres in length and 600 metres in width, which remains open in every direction, (Figures 16 & 17).
Historic drill holes from the area recorded broad lead, zinc and silver intersections with higher-grade intervals including
1.5m at 7.2% Pb+Zn and 100g/t Ag (1-9-3D) and 1.5m at 5.0% Pb+Zn and 245 g/t Ag (DDH1) (see AGC ASX prospectus 18
November 2020).
The Company’s recent work at Bongongalong represents the first modern exploration in 43 years with further follow-up
work expected to continue in the coming quarters.
Figure 16: Plan of the Bongongalong area showing lead-in-soil results (pXRF) and gold-in-rock chips (AGC ASX 30 May 2023) on
background of regional geology by the NSW Geological Survey. For historic drilling details, see AGC ASX prospectus 18 November 2020.
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DIRECTORS’ REPORT
Figure 17: Plan of the Bongongalong South soil sampling survey area showing gossanous outcrops, lead-in-soil
results (pXRF) and gold-in-rock chips (AGC ASX 30 May 2023) on background of regional geology by the NSW
Geological Survey. For historic drilling details, see AGC ASX prospectus 18 November 2020.
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.
16
DIRECTORS’ REPORT
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 rat es 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
There were no significant changes in the state of affairs of the Company during the financial year.
EVENTS AFTER THE REPORTING DATE
On 21 July 2023, Ms Woods was appointed as Joint Company Secretary effective from 21 July 2023.
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.
MATERIAL BUSINESS RISKS
The Company’s exploration and evaluation operations will be subject to the normal risks of mineral exploration. The
material business risks that may affect the Company are summarised below.
Future capital raisings
The Company’s ongoing activities may require substantial further financing in the future. The Company will require
additional funding to continue its exploration and evaluation operations on its projects with the aim to identify
economically mineable reserves and resources. Any additional equity financing may be dilutive to shareholders, may
be undertaken at lower prices than the current market price and debt financing, if available, may involve restrictive
covenants which limit the Company’s operations and business strategy. Although the Directors believe that additional
capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be
available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as
needed, it may be required to reduce, delay or suspend its operations and this could have a material adverse effect on
the Company’s activities and could affect the Company’s ability to continue as a going concern.
Exploration risk
The success of the Company depends on the delineation of economically mineable reserves and resources, access to
required development capital, movement in the price of commodities, securing and maintaining title to the Company’s
exploration and mining tenements and obtaining all consents and approvals necessary for the conduct of its exploration
activities. Exploration on the Company’s existing tenements may be unsuccessful, resulting in a reduction in the value of
those tenements, diminution in the cash reserves of the Company and possible relinquishment of the tenements. The
exploration costs of the Company are based on certain assumptions with respect to the method and timing of
exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly,
the actual costs may materially differ from these estimates and assumptions.
Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in
practice, which may materially and adversely affect the Company’s viability. If the level of operating expenditure
required is higher than expected, the financial position of the Company may be adversely affected.
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DIRECTORS’ REPORT
Feasibility and development risks
It may not always be possible for the Company to exploit successful discoveries which may be made in areas in which
the Company has an interest. Such exploitation would involve obtaining the necessary licences or clearances from
relevant authorities that may require conditions to be satisfied and/or the exercise of discretions by such authorities. It
may or may not be possible for such conditions to be satisfied.
Regulatory risk
The Company’s operations are subject to various Commonwealth, State and Territory and local laws and plans,
including those relating to mining, prospecting, development permit and licence requirements, industrial relations,
environment, land use, royalties, water, native title and cultural heritage, mine safety and occupational health.
Approvals, licences and permits required to comply with such rules are subject to the discretion of the applicable
government officials.
No assurance can be given that the Company will be successful in maintaining such authorisations in full force and
effect without modification or revocation. To the extent such approvals are required and not retained or obtained in a
timely manner or at all, the Company may be limited or prohibited from continuing or proceeding with exploration. The
Company’s business and results of operations could be adversely affected if applications lodged for exploration
licences are not granted. Mining and exploration tenements are subject to periodic renewal. The renewal of the term of
a granted tenement is also subject to the discretion of the relevant Minister. Renewal conditions may include increased
expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company’s
projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations,
financial position and/or performance of the Company.
Mineral resource estimate risk
Mineral resource estimates are expressions of judgement based on knowledge, experience and industry practice. These
estimates were appropriate when made but may change significantly when new information becomes available. There
are risks associated with such estimates. Mineral resource estimates are necessarily imprecise and depend to some
extent on interpretations, which may ultimately prove to be inaccurate and require adjustment. Adjustments to resource
estimates could affect the Company’s future plans and ultimately its financial performance and value. Gold and
copper price fluctuations, as well as increased production costs or reduced throughput and/or recovery rates, may
render resources containing relatively lower grades uneconomic and may materially affect resource estimations.
Environmental risk
The operations and activities of the Company are subject to the environmental laws and regulations of Australia. As with
most exploration projects and mining operations, the Company’s operations and activities are expected to have an
impact on the environment, particularly if advanced exploration or mine development proceeds. The Company
attempts to conduct its operations and activities to the highest standard of environmental obligation, including
compliance with all environmental laws and regulations. The Company is unable to predict the effect of additional
environmental laws and regulations which may be adopted in the future, including whether any such laws or regulations
would materially increase the Company’s cost of doing business or affect its operations in any area. However, there can
be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not
oblige the Company to incur significant expenses and undertake significant investments which could have a material
adverse effect on the Company’s business, financial condition and performance.
Availability of equipment and contractors
Prior to the COVID-19 pandemic, appropriate equipment, including drill rigs, was in short supply. There was also high
demand for contractors providing other services to the mining industry. The COVID-19 pandemic only served to
exacerbate these issues. Consequently, there is a risk that the Company may not be able to source all the equipment
and contractors required to fulfil its proposed activities. There is also a risk that hired contractors may underperform or
that equipment may malfunction, either of which may affect the progress of the Company’s activities.
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.
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DIRECTORS’ REPORT
INFORMATION ON DIRECTORS
Mr Glen Diemar Managing Director
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.
Dr Adam McKinnon Non-Executive Director (appointed 12 August 2022)
Dr McKinnon is a mining and geoscience professional with 16 years industry and academic experience and is currently
the Managing Director of Magmatic Resources Limited. Before joining Magmatic he was General Manager – Exploration
and Business Development at Aurelia Metals Limited, where he was involved in a number of significant discoveries
including the high grade Federation deposit south of Nymagee, NSW. Dr McKinnon also led several highly successful
exploration programs whilst with KBL Mining Limited, including the discovery of the Pearse gold-silver deposit near the
Mineral Hill Mine. Dr McKinnon holds a PhD in mineralogy and geochemistry from Western Sydney University, is a
Chartered Chemist with the Royal Australian Chemical Institute (RACI) and a Member of the Australian Institute of Mining
and Metallurgy (AusIMM).
Ms Andrea Betti Company Secretary
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.
Ms Laura Woods Company Secretary (appointed 21 July 2023)
Ms Woods is an accounting and corporate governance professional with nearly 10 years’ experience in accounting,
external audit and corporate governance. She has a Bachelor of Science (Actuarial Science), a Master of Accounting
and a Graduate Diploma of Applied Corporate Governance. Ms Woods is a member of the Institute of Chartered
Accountants Australia and New Zealand.
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
Adam McKinnon
Ordinary Shares
Options over
Ordinary Shares
344,889
5,894,801
23,809
6,000,000
7,000,000
2,000,000
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DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
This report details the nature and amount of the remuneration for each key management personnel of Australian Gold
and Copper Limited for the financial year ended 30 June 2023.
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
Mr David Richardson
Non-Executive Chairman
Dr Adam McKinnon
Non-Executive Director (appointed 12 August 2022)
Mr Ranko Matic
Non-Executive Director (resigned 12 August 2022)
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 the Company 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.
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 financial year ended 30
June 2023.
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.
20
DIRECTORS’ REPORT
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 3 months’ notice.
The below is at the date of this financial report:
Key Management
Personnel
Glen Diemar
David Richardson
Adam McKinnon
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
266,400
133,200
44,400
3 months
Nil
Nil
C. Details of remuneration
Amounts of remuneration
The remuneration for each key management personnel of the Company during the financial year was as follows:
2023
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
240,000
David Richardson
108,099
Adam McKinnon(iii)
32,002
Ranko Matic(i) (ii)
6,774
386,875
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
25,200
11,353
3,360
-
39,913
- 106,251 371,451
-
-
-
70,834 190,286
73,957 109,319
-
6,774
- 251,042 677,830
-
-
-
-
-
29
37
68
-
37
(i) Mr. Matic is a director and shareholder of Consilium Corporate Pty Ltd which provides directorship, corporate secretarial and accounting
services to the Company.
(ii) Mr. Matic resigned as Non-Executive Director effective 12 August 2022.
(iii) Dr. McKinnon was appointed as Non-Executive Director effective 12 August 2022.
21
DIRECTORS’ REPORT
2022
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
240,000
David Richardson
109,589
Ranko Matic(iv)
60,000
409,589
-
-
-
-
-
-
-
-
-
-
-
-
24,000
10,959
-
34,959
-
-
-
-
-
-
-
-
264,000
120,548
60,000
444,548
-
-
-
-
-
-
-
-
(iv) Mr. Matic is a director and shareholder of Consilium Corporate Pty Ltd which provides directorship, corporate secretarial and accounting
services to the Company.
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 (2022: Nil):
Grant date
12/08/2022
25/11/2022
Grant date fair value
per right
$0.0419
$0.0354
Expiry date
Vesting date
12/08/2025
12/11/2025
12/08/2023
Immediately
Details of share-based payments granted as compensation to key management personnel during the financial year:
Name
Glen Diemar
David Richardson
Adam McKinnon
Number granted
Number vested
3,000,000
2,000,000
2,000,000
3,000,000
2,000,000
Nil
Shares
There were no shares issued to the key management personnel during the financial year ended 30 June 2023 (2022: Nil).
Performance rights
There were no performance rights issued to key management personnel during the financial year ended 30 June 2023
(2022: 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
Exercised
during the year
Other changes
during the year
(i)
Balance at the
end of the year
Glen Diemar
David Richardson
Ranko Matic
Adam McKinnon
3,000,000
5,000,000
2,000,000
-
10,000,000
3,000,000
2,000,000
-
2,000,000
7,000,000
(i) Mr. Matic resigned as Non-Executive Director effective from 12 August 2022.
-
-
-
-
-
-
-
(2,000,000)
-
(2,000,000)
6,000,000
7,000,000
-
2,000,000
15,000,000
22
DIRECTORS’ REPORT
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
David Richardson
Ranko Matic
Adam McKinnon
144,889
5,894,801
250,000
-
6,289,690
Purchased on-
market or as
part of capital
raising
Other changes
during the year
(i) (ii)
Balance at the
end of the year
-
-
-
-
-
200,000
-
-
-
200,000
-
-
(250,000)
23,809
(226,191)
344,889
5,894,801
-
23,809
6,263,499
(i) Mr. Matic resigned as Non-Executive Director effective from 12 August 2022.
(ii) Dr. McKinnon shareholding upon appointment as Non-Executive Director effective 12 August 2022.
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. Per the terms of the agreement, either party may terminate by giving
three (3) months written notice to the other. All transactions were made on normal commercial terms and conditions
and at market rates. Mr. Matic resigned as Non-Executive Director of the Company on 12 August 2022. During the period
1 July 2022 to 12 August 2022, $23,441 (2022: $140,164) (excluding GST) was paid or payable under this agreement.
Magmatic Resources Limited, a company of which Mr. Richardson and Dr. McKinnon are shareholders and directors, are
also engaged to provide Management and Administration Services to the Company. During the year ended 30 June
2023, $58,361 (2022: $62,021) (excluding GST) was paid or payable under this agreement.
(ii) Payables owing to related parties
Consilium Corporate (i)
Magmatic Resources Ltd (ii)
2023
$
-
4,262
4,262
2022
$
-
12,504
12,504
(i) Mr. Matic is a director and shareholder of Consilium Corporate Pty Ltd which provides directorship, corporate secretarial and
accounting services to the company. Mr. Matic resigned as Non-Executive Director of the Company on 12 August 2022.
(ii) Magmatic Resources Limited a company with which Mr. Richardson and Dr. McKinnon are shareholders and directors are also
engaged to provide Management and Administration Services to the Company.
There are no other transactions with related parties during the financial year ended 30 June 2023.
ADDITIONAL INFORMATION
The loss of the Company for each year since incorporation to 30 June 2023 is summarised below:
Other income
EBITDA
EBIT
Loss after income tax
2023
$
95,283
2022
$
46,715
2021
$
3,419
(1,630,871)
(555,032)
(2,008,811)
(1,656,510)
(579,172)
(2,014,298)
(1,656,510)
(579,172)
(2,014,298)
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
Share price at financial year end (dollars per share)
Total dividends declared (cents per share)
Basic loss per share (cents per share)
2023
0.053
-
(1.66)
2022
0.07
-
(0.58)
2021
0.14
-
(4.08)
During the year ended 30 June 2023, the Company did not utilise any remuneration consultants.
At the 2022 AGM, 93.97% of the votes received supported the adoption of the remuneration report for the year ended
30 June 2022. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
END OF AUDITED REMUNERATION REPORT.
23
DIRECTORS’ REPORT
MEETING OF DIRECTORS
The number of meetings of the Company’s Board of Directors (“the Board”) held during the financial year ended 30
June 2023, and the number of meetings attended by each director were:
Name
Glen Diemar
David Richardson
Ranko Matic
Adam McKinnon
Number eligible to attend
6
6
1
6
Number attended
6
6
1
6
There were six 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
12/08/2022
25/11/2022
31/12/2025
24/12/2023
31/01/2024
31/01/2024
12/08/2025
25/11/2025
Exercise price
$
0.30
0.30
0.30
0.50
0.114
0.107
Number of Options
12,500,000
2,500,000
150,000
150,000
2,000,000
6,000,000
23,300,000
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.
AUDITOR
RSM Australia Partners continues in office in accordance with section 327B of the Corporations Act 2001.
24
DIRECTORS’ REPORT
NON-AUDIT SERVICES
No amounts were paid or payable to the auditor for non-audit services provided during the financial year ended 30
June 2023.
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: 20 September 2023
Perth
25
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 2023, 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: 20 September 2023
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 2023
Other income
Accounting and other professional fees
AGM/GM fees
Audit fees
Depreciation
Directors’ fees
Exploration and project assessments
Exploration expenditure written off
Employee benefit expense
Legal expenses
Regulatory fees
Share based payments
Other expenses
Loss before income tax
Income tax expense
Loss for the year
Notes
2023
$
2022
$
4
21
8
9
13
5
95,283
(156,167)
-
(29,370)
(25,639)
(182,022)
(67,457)
(724,056)
(41,330)
(5,871)
(49,752)
(294,886)
(175,243)
(1,656,510)
-
(1,656,510)
46,715
(141,083)
(5,007)
(27,966)
(24,139)
(212,781)
(353)
-
(53,798)
-
(44,731)
(11,186)
(104,843)
(579,172)
-
(579,172)
Other comprehensive income
-
-
Total comprehensive loss for the year
(1,656,510)
(579,172)
Loss per share
Basic loss per share (cents)
Diluted loss per share (cents)
18
18
(1.66)
(1.66)
(0.58)
(0.58)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
27
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
ASSETS
Current assets
Cash and cash equivalents
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
EQUITY
Issued capital
Reserves
Accumulated losses
Total equity
Notes
2023
$
2022
$
6
7(a)
8
9
7(b)
10
11
12
14
2,183,421
36,412
2,219,833
4,231,650
53,136
4,284,786
69,221
14,123,933
67,000
14,260,154
88,550
13,460,372
57,500
13,606,422
16,479,987
17,891,208
108,659
42,598
151,257
147,557
53,297
200,854
151,257
200,854
16,328,730
17,690,354
18,720,731
1,864,979
(4,256,980)
18,720,731
1,570,093
(2,600,470)
16,328,730
17,690,354
The above statement of financial position should be read in conjunction with the accompanying notes
28
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
Balance at 1 July 2022
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 2023
Balance at 1 July 2021
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 2022
Issued
capital
$
Share based
payment
reserve
$
Accumulated
losses
$
Total
$
18,720,731
1,570,093
(2,600,470)
17,690,354
-
-
-
-
-
-
-
-
-
-
-
294,886
(1,656,510)
(1,656,510)
-
-
(1,656,510)
(1,656,510)
-
-
-
-
-
294,886
18,720,731
1,864,979
(4,256,980)
16,328,730
Issued capital
$
Share based
payment
reserve
$
Accumulated
losses
$
Total
$
18,720,731
1,558,907
(2,021,298)
18,258,340
-
-
-
-
-
-
-
-
-
-
-
11,186
(579,172)
(579,172)
-
-
(579,172)
(579,172)
-
-
-
-
-
11,186
18,720,731
1,570,093
(2,600,470)
17,690,354
The above statement of changes in equity should be read in conjunction with the accompanying notes
29
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
Cash flows from operating activities
Other income
Interest received
Payments to suppliers and employees
Payments for exploration and evaluation
Notes
2023
$
2022
$
-
90,962
27,010
15,673
(572,859)
(615,779)
(65,461)
-
Net cash outflow from operating activities
23
(547,358)
(573,096)
Cash flows from investing activities
Purchases of property, plant and equipment
Payments for exploration and evaluation
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 decrease in cash held
Cash at the beginning of the financial year
(6,310)
(2,955)
(1,494,561)
(2,401,568)
-
(27,000)
(1,500,871)
(2,431,523)
-
-
-
-
-
-
(2,048,229)
(3,004,619)
4,231,650
7,236,269
Cash at the end of the financial year
6
2,183,421
4,231,650
The above statement of cash flows should be read in conjunction with the accompanying notes
30
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
The Company’s financial statements and notes represent those of Australian Gold and Copper Limited.
The financial statements were authorised for issue on 20 September 2023 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)
Historical convention
The financial statements have been prepared under the historical cost convention, except for, where applicable,
the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through
other comprehensive income, investment properties, certain classes of property, plant and equipment and
derivative financial instruments.
c)
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.
d)
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.
e)
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.
31
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023 (continued)
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.
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.
f)
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.
g)
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.
h)
Exploration and evaluation assets
Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current
is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be
recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration
activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of
the existence or otherwise of economically recoverable reserves.
32
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023 (continued)
Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the
year in which the decision is made.
i)
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.
j)
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.
k)
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.
l)
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.
m)
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.
n)
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.
o)
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.
33
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023 (continued)
p)
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.
q)
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.
r)
Earnings/loss per share
(i) Basic earnings/loss per share
Basic earnings/loss per share is determined by dividing net profit/loss 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/loss per share
Diluted earnings/loss per share adjusts the figures used in the determination of basic earnings/loss 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.
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.
The adoption of these new and revised Accounting Standards and Interpretations has not resulted in a significant or
material change to the Company’s accounting policies. Any new, revised or amending Accounting Standards or
Interpretations that are not yet mandatory have not been early adopted and are not expected to have a material
impact on the Company.
34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023 (continued)
2. 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
Option Pricing 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.
3. 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.
35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023 (continued)
4. Other income
Grant income
Interest income
5.
Income tax expense
Loss before income tax expense
Tax at the Australian tax rate of 30% (2022: 26%)
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
2023
$
2022
$
-
95,283
95,283
27,010
19,705
46,715
2023
$
2022
$
(1,656,510)
(496,953)
319,843
(412,099)
(79,471)
668,680
-
(579,172)
(150,585)
2,448
(622,937)
(78,653)
849,727
-
Potential tax benefit relating to unused tax losses for which no deferred tax
asset has been recognised
1,772,662
2,977,561
6. Cash and cash equivalents
Cash at bank
2,183,421
4,231,650
2023
$
2022
$
7. Other assets
(a) Current
Prepayments
Interest receivable
(b) Non-current
Security bonds
2023
$
2022
$
27,290
9,122
36,412
67,000
67,000
48,335
4,801
53,136
57,500
57,500
36
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023 (continued)
8.
Property, plant and equipment
Computer equipment – at cost
Accumulated depreciation
Motor vehicles – at cost
Accumulated depreciation
2023
$
2022
$
19,083
(11,028)
8,055
105,404
(44,238)
61,166
12,772
(5,776)
6,996
105,405
(23,851)
81,554
Total property, plant and equipment
69,221
88,550
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 2022
Additions
Depreciation expense
Balance at 30 June 2023
6,996
6,310
(5,251)
8,055
81,554
-
(20,388)
61,166
9.
Exploration and evaluation
Opening balance 1 July 2022
Expenditure incurred during the financial year
Expenditure written off during the financial year (i)
Non-capital expenditure
Closing balance 30 June 2023
2023
$
13,460,372
1,342,290
(714,056)
35,327
14,123,933
88,550
6,310
(25,639)
69,221
2022
$
11,064,459
2,395,913
-
-
13,460,372
(i) During the financial year, the Company relinquished its tenement licence EL 8669. Costs totalling $724,056 associated to
that tenement have been written off and expensed in the Statement of Profit or Loss and Other Comprehensive
Income. Note that the $724,056 is inclusive of the $10,000 security bond associated with that tenement.
10. Trade and other payables
Trade creditors
Accrued expenses
11. Provisions
2023
$
2022
$
67,493
41,166
108,659
128,441
19,116
147,557
2023
$
2022
$
Provision for annual leave
42,598
53,297
37
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023 (continued)
12.
Issued capital
2023
2022
No. of shares
No. of shares
2023
$
2022
$
Ordinary shares – fully paid
100,000,000
100,000,000
18,720,731
18,720,731
(a) Ordinary shares
Date
At the beginning of the year
At the end of the year
Issue price
$
No. of shares
100,000,000
100,000,000
$
18,720,731
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 2023 is as follows:
Cash and cash equivalents
Other current assets
Trade and other payables
Provisions
Working capital position
13. Share based payment transactions
Options – recognised as a share based payment expense
2023
$
2,183,421
36,412
(108,659)
(42,598)
2,068,576
2022
$
4,231,650
53,136
(147,557)
(53,297)
4,083,932
2023
$
2022
$
294,886
294,886
11,186
11,186
Below are details of share based payments expensed during the financial year:
a) Options issued to Directors and Management as an incentive (vesting conditions attached)
On 29 January 2021, 300,000 options were granted to an employee as an incentive for services provided and will
be expensed in the Statement of Profit or Loss and Other Comprehensive Income over the vesting period. The fair
value of the services could not be reliably measured and therefore, a trinomial model was used to determine the
value of the options. The options vested on 1 April 2023 as the employee remained employed.
On 12 August 2022, 2,000,000 options were granted to a Director as an incentive for services provided and will be
expensed in the Statement of Profit or Loss and Other Comprehensive Income over the vesting period.
38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023 (continued)
The fair value of the services could not be reliably measured and therefore, a Black Scholes Option Pricing Model
was used to determine the value of the options. The options will vest on 12 August 2023 if the Director remains
employed.
The expense realised in respect to the options is intended to reflect the best available estimate of the number of
options expected to vest.
The inputs have been detailed below:
Input
Director Options
Management
Options
Management
Options
Total
Number of options
Grant date
Expiry date (years)
Underlying share price
Exercise price
Volatility
Risk free rate
Dividend yield
Value per option
Total fair value of options
Share-based payment
expense recognised for
the financial year ended
30 June 2023
Share-based payment
expense recognised for
the financial year ended
30 June 2022
2,000,000
12 August 2022
3
$0.076
$0.114
100%
3.13%
0.00%
$0.0419
$83,834
150,000
29 January 2021
3
$0.18
$0.30
100%
0.11%
0.00%
$0.0904
$13,560
150,000
29 January 2021
3
$0.18
$0.50
100%
0.11%
0.00%
$0.0714
$10,710
$108,104
$73,957
$4,708
$3,719
$82,384
Nil
$6,250
$4,936
$11,186
b) Options issued to Directors and Management as an incentive (no vesting conditions attached)
On 25 November 2022, 5,000,000 options were granted to Directors and 1,000,000 options were granted to
Management as an incentive for services provided and will be expensed in the Statement of Profit or Loss and
Other Comprehensive Income over the vesting period. The fair value of the services could not be reliably
measured and therefore, a Black Scholes Option Pricing Model was used to determine the value of the options. All
options issued vested immediately.
The inputs have been detailed below:
Input
Director Options
Management Options
Total
Number of options
Grant date
Expiry date (years)
Underlying share price
Exercise price
Volatility
Risk free rate
Dividend yield
Value per option
Total fair value of options
Share-based payment expense
recognised for the financial year
ended 30 June 2023
5,000,000
25 November 2022
3
$0.066
$0.107
100%
3.27%
0.00%
$0.0354
$177,085
1,000,000
25 November 2022
3
$0.066
$0.107
100%
3.27%
0.00%
$0.0354
$35,417
$212,502
$177,085
$35,417
$212,502
39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023 (continued)
Set out below is a summary of the movements in options on issue during the financial year:
Grant date
Expiry date
5/11/2020
24/12/2020
29/01/2021
29/01/2021
12/08/2022
25/11/2022
25/11/2022
31/12/2025
24/12/2023
31/01/2024
31/01/2024
12/08/2025
25/11/2025
25/11/2025
Exercise
price
$
0.30
0.30
0.30
0.50
0.114
0.107
0.107
Balance at
the start of
the year
12,500,000
2,500,000
150,000
150,000
-
-
-
15,300,000
-
-
-
-
2,000,000
5,000,000
1,000,000
8,000,000
Weighted average exercise price
$0.30
$0.11
Set out below are the options exercisable at the end of the financial year:
Granted
Exercised
Expired/
forfeited
Balance at
the end of
the year
12,500,000
2,500,000
150,000
150,000
2,000,000
5,000,000
1,000,000
23,300,000
$0.24
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Grant date
Expiry date
5 November 2020
24 December 2020
29 January 2021
29 January 2021
12 August 2022
25 November 2022
25 November 2022
31 December 2025
24 December 2023
31 January 2024
31 January 2024
12 August 2025
25 November 2025
25 November 2025
Exercise price
$
0.30
0.30
0.30
0.50
0.114
0.107
0.107
2023
#
12,500,000
2,500,000
150,000
150,000
2,000,000
5,000,000
1,000,000
23,300,000
2022
#
12,500,000
2,500,000
150,000
150,000
-
-
-
15,300,000
The weighted average remaining contractual life of options outstanding at the end of the financial year was 2.21 years
(2022: 3.14 years).
14. Reserves
Reserves
Share based payment reserve
Movements
Balance at beginning of year
Share based payments recognised as an expense in the statement of profit or
loss and other comprehensive income
Balance at end of year
15. Key management personnel disclosures
2023
$
2022
$
1,864,979
1,570,093
1,570,093
294,886
1,558,907
11,186
1,864,979
1,570,093
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
2023
$
2022
$
386,875
39,913
251,042
677,830
409,589
34,959
-
444,548
40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023 (continued)
16. Related party transactions
(a) Key management personnel
Disclosures relating to key management personnel are set out Note 15 and in the Remuneration Report in the
Directors’ Report.
(b) Other transactions and balances with 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. Per the terms of the agreement, either party may terminate
by giving three (3) months written notice to the other. All transactions were made on normal commercial terms
and conditions and at market rates. Mr. Matic resigned as Non-Executive Director of the Company on 12 August
2022. During the period 1 July 2022 to 12 August 2022, $23,441 (2022: $140,164) (excluding GST) was paid or
payable under this agreement.
Magmatic Resources Limited, a company of which Mr. Richardson and Dr. McKinnon are shareholders and
directors, are also engaged to provide Management and Administration Services to the Company. During the
year ended 30 June 2023, $58,361 (2022: $62,021) (excluding GST) was paid or payable under this agreement.
17. Commitments
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
18. Earnings per share
Loss after income tax
Weighted average number of ordinary shares used in calculating basic
earnings per share
2023
$
773,333
1,603,334
-
2,376,667
2023
$
2022
$
753,333
1,850,000
96,667
2,700,000
2022
$
(1,656,510)
(579,172)
Number
Number
100,000,000
100,000,000
Basic and diluted loss per share (cents)
(1.66)
(0.58)
19. Events after the reporting date
On 21 July 2023, Ms Woods was appointed as Joint Company Secretary effective from 21 July 2023.
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.
41
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023 (continued)
20. Contingent assets and liabilities
Contingent assets
The Company had no contingent assets as at 30 June 2023 and 30 June 2022.
Contingent liabilities
The Company had no contingent liabilities as 30 June 2023 and 30 June 2022.
21. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by RSM Australia Partners, the
auditor of the Company:
Audit and review of the financial statements
22. Dividends
The Company has not declared nor paid a dividend for the financial year.
23. Cash flow information
(a) Reconciliation of cash flow from operations with operating loss
2023
$
29,370
29,370
2022
$
27,966
27,966
2023
$
2022
$
Operating loss after income tax
(1,656,510)
(579,172)
Share based payments
-
-
- Exploration expenditure written off
Depreciation
Changes in assets and liabilities:
-
-
-
-
Other assets
Trade and other payables
Exploration expenditure and evaluation
Provisions
294,886
25,639
724,056
3,091
11,082
50,203
195
11,186
24,139
-
(965)
(62,054)
-
33,770
Net cash flow used in operating activities
(547,358)
(573,096)
Non-cash investing and financing activities
There were no non-cash investing and financing activities during the year.
24. Financial management
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.
42
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023 (continued)
(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 2023, all financial liabilities are
contractually maturing within 60 days.
(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.
43
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 2023 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: 20 September 2023
Perth
44
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 2023, 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 2023 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 9 in the financial statements
The Company has capitalised exploration and
evaluation expenditure with a carrying value of
$14,123,933 as at 30 June 2023.
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
recoverable
existence of an economically
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.
Our audit procedures included:
• Assessing whether the Company’s right to tenure
of each area of interest is current;
• 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 of whether indicators of impairment
existed at the reporting date;
• Assessing
and
• Assessing the amount of capitalised exploration
and evaluation expenditure written off during the
year;
• 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.
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 2023, 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 2023.
In our opinion, the Remuneration Report of Australian Gold and Copper Limited, for the year ended 30 June 2023,
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: 20 September 2023
TUTU PHONG
Partner
ADDITIONAL INFORMATION
Additional information required by Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows.
The information is current as at 11 September 2023.
(a) Corporate governance statement
The Company’s 2023 Corporate Governance Statement has been released as a separate document and is located on our
website at https://www.austgoldcopper.com.au/corporate/.
(b) 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 and above
Total
209
407
248
455
124
1,443
92,657
1,110,809
1,928,984
17,447,586
79,419,964
100,000,000
0.09
1.11
1.93
17.45
79.42
100
Unmarketable Parcels
Minimum $500.00 parcel at $0.060 per unit is 764 holders with 2,159,495 shares.
Twenty largest shareholders
(c)
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 MR MARC DAVID HARDING
7
SANCOAST PTY LTD
8 MR MATTHEW JAMES PENNY
9
SHOWCITY PTY LTD
10 MS CAM-PHUONG THI NGUYEN
11
IGME PTY LTD
12 MULTITASK INTERNATIONAL PTY LTD
13 WALKINGTON PROPERTY NOMINEES (NO 2) PTY LTD
14 DIEMAR & ASSOCIATES PTY LIMITED
15
16
17
TRE PTY LTD